Your Directors present their Thirty Fifth Annual Report together with
the Audited Financial Statements for the year ended March 31, 2023.
1. STATE OF THE COMPANY'S AFFAIRS
FINANCIAL HIGHLIGHTS
(` in Crore)
Particulars |
FY 2022-23 |
FY 2021-22 |
Total Income |
192.01 |
198.36 |
Profit / (Loss) before Depreciation, Exceptional Items and
Tax (PBDT) |
(38.93) |
(13.34) |
Less: Depreciation |
4.30 |
4.44 |
Profit / (Loss) before Tax and Exceptional Items |
(43.22) |
(17.78) |
Exceptional Items |
100.43 |
449.65 |
Less: Provision for Taxation |
Nil |
Nil |
Profit / (Loss) After Tax (PAT) |
57.20 |
431.87 |
Other Comprehensive Income for the year, net of tax |
(0.12) |
(0.38) |
Total Comprehensive Income for the period, net of tax |
57.09 |
431.49 |
Add: Balance brought forward from the last year |
(8,176.02) |
(8,607.52) |
Loss available for appropriation |
(8,118.93) |
(8,176.02) |
Appropriations: |
|
|
Recommended for Equity Dividend |
Nil |
Nil |
Dividend Distribution Tax |
N.A. |
N.A. |
Amount transferred to |
|
|
- General Reserve |
Nil |
Nil |
Balance Carried Forward |
(8,118.93) |
(8,176.02) |
The figures for the previous year / current year have been regrouped
/ rearranged / recast wherever considered necessary
2. RESULTS OF OPERATIONS
The financial highlights of the Company for the financial year under
review are as follows:
Total Income is ` 192.01 Crores as against ` 198.36 Crores for the
previous financial year.
Profit/ (Loss) Before Depreciation, Exceptional Items and Tax
(PBDT) is ` (38.93) Crores as against ` (13.34) Crores for the previous financial year.
Profit / (Loss) After Tax (PAT) before Exceptional Items is `
(43.22) Crores as against ` (17.78) Crores for the previous financial year.
3. OPERATIONS
As reported in the Directors' Report of last year and earlier
years, on account of the adverse circumstances surrounding the telecom and power sectors,
the Company's business and profitability got affected, resulting in admission of the
Company into Corporate Debt Restructure ("CDR") in July 2011. As the post CDR
developments like cancellation of 122 Nos of 2G licenses by the Supreme Court in February
2012, Cancellation of 20,000 tenancies by Aircel Group in 2014, Suspension of fixed line
expansion by BSNL, cancellation of MSEDCL Contract in November 2014 etc. impacted the
ability of the Company to service its debts, understanding the reality of the situation,
the Company revised its earlier proposal with a one-time settlement proposal for
settlement of the dues of all the lenders by monetization of its assets, business
divisions and investments.
However the industry itself was going through challenging times on
account of (a) unsustainable level of debt (due to exorbitant spectrum prices); (b) Merger
/ exit of telecom companies in FY 2017-18 (due to intense competition, inability to
service the debts and incurring of loss by almost all Companies); (c) Issue of Circular
dated February 12, 2018 by RBI inter-alia for withdrawal of CDR and all other restructure
Schemes; (d) Upholding of DoT contention on Adjusted Gross Revenue ("AGR") by
the Hon'ble Supreme Court vide its orders dated October, 2019, July 2020 & July
2021; and e) Closure / Bankruptcy of many of our customers. These developments resulted in
overall set back to the business operations, cash losses, erosion of net worth,
deterioration of valuation of assets and litigation to the Company.
Still, the Company continued its efforts to arrive at a settlement,
based on the Circulars dated February 2018 / June 2019 of RBI. As a result, as stated in
the Directors Report of FY 2019-20, based on the decision in the JLF meeting held on July
5 and 6, 2019, all but one bank executed the Inter Creditor Agreement (ICA), as per new
circular of RBI dated June
7, 2019. Thereafter the lenders also discussed the OTS proposal of `
694 Crores of the Company in the JLF meeting held on December 9, 2019 and concluded with a
request that individual lenders may start the internal approval process immediately and
complete the documentation for OTS / NS by December 31, 2019. Subsequent to said OTS / NS
proposal, the Company has fully supported the lenders to sell Investments / Properties and
also made payments from its revenues, culminating to a recovery of an amount of ` 891
Crores as on date.
After observing all the above, while the Application filed by one of
the lenders before NCLT got dismissed vide its order dated November 18, 2022, the said
matter is now pending before the National Company Law Appellate Tribunal
("NCLAT"), on appeal by the said lender. Accordingly, the Management is of the
view that subsequent upon final directions of the lenders / NCLAT, it would be in a
position to revive the Company and continue its operations.
In the meanwhile, the lenders have sold / in the process of selling the
immovable properties of the Company. The Central Bureau of Investigation has filed FIR
towards certain charges against the Company. In this connection the Directorate of
Enforcement, Mumbai has conducted searches at the offices of the Company. The Company has
co-operated and will continue to co-operate and provide appropriate documentation to
defend and exonerate itself on merits.
Under the above circumstances, in spite of the Industry launching 5G
services and is exploring various opportunities as stated elsewhere in this Report under
head Telecom Industry', with only one customer viz. GTL Infrastructure Ltd.
("GIL") (which is also under going similar problems) and the inability of the
Company to incur capital expenditure (under the given circumstances) to upgrade and meet
the requirement of the developments in the industry, the Company' operations are at
the minimum level, which can be geared up only on closure of the settlement issues among /
with lenders.
4. DEVELOPMENTS
Telecom Industry
After a successful round of 5G auctions in July 2022, October 2022
witnessed the milestone launch of 5G services in the country. The Telcos have successfully
set up the networks and rammed up 5G availability and have completed their roll out
obligations as mandated by DoT. The year 2022 witnessed the completion of the spectrum
auction and offering of automatic upgrade from 4G to 5G to users in their existing data
plan, in all important cities. 5G is a game changer for Indian Telecom Industry and will
be a major driving force in pushing India towards a digital economy. Owing to its high
speed and real time communication it might provide opportunity to generate revenue from
enterprises. At the same time, it is connecting the unconnected by bringing fibre,
wireless and satellite to villages, for driving digital transformation in rural areas and
will also provide positive effects on the country's socio-economic development in
achieving its economic goal. Pan India availability of 5G services is likely to go beyond
2023. Thus, while 4G continues to be the dominant subscription type driving connectivity
and fueling data growth, as per OpenSignal Report (tele.net July 2023), India ranks among
world leaders in the race for 5G deployment, with 29.9 per cent availability. 5G brings
higher bandwidth, lower latency and better wireless connectivity in general and acts as
the spring board for growth of various industries and the Indian economy.
Considering the importance of the telecom sector as the backbone of the
digital wave, with a view to complement the efforts of the Industry, the Government on its
part has taken the following initiatives:
Union Cabinet has given its nod to a new Telecom Bill 2023, for
revamping and modernizing the telecom sector with a comprehensive law encompassing all
forms of voice and data communication for addressing the ever-evolving challenges and
opportunities in the swiftly expanding telecommunications domain - will replace the out
dated three existing acts viz. o The Indian Telegraph Act, 1885, o The Indian Wireless
Telegraphy Act, 1933, and o The Telegraph Wires (Unlawful Possession) Act, 1950
Got the assent of the President of India for the Digital
Personal Data Protection Bill 2023.
Has launched the GatiShakti Sanchar portal for centralized
right-of-way (ROW), a common single portal for seeking ROW permissions to lay optical
fibre cable and erect mobile towers.
DoT is planning to conduct next round of 5G spectrum auctions
worth about ` 2.5 trillion at base price in January - February 2024.
By unveiling a vision document "Bharat 6G" India is
now gearing up for the next phase of technological revolution by moving towards 6G.
Satellite internet will be key to delivering internet services
to remote areas which are difficult to cater via broadband or mobile network. TRAI is
likely to submit its recommendation to DoT on the method by which spectrum to be awarded
in India for broadband from space services.
Challenges of the Telecom Sector
According to Indian Ratings and Research (Ind-Ra), "the
accelerated pace of 5G deployment by telecom operators is likely to increase the capex
intensity in the next 12 months, and with the 5G services not being offered at a premium,
the return on capital employed (RoCE) for telcos may see a limited upside.
does not foresee broad based tariff hikes materializing in the near to medium term, given
the heightened competition
. Meanwhile, for the telecom tower industry, the
outlook remains deteriorating due to its dependency on Vodafone Idea Ltd (Vi), rising
receivables and the benefits of 5G rollout being back-ended. As per the study, the impact
of delayed receivables on tower companies credit profiles should be much worse,
given their inability to delay fuel payments and lack of visibility on the recoverability
of pending dues (large provisioning done over the past year)
.. Therefore, the
ability of Vi to raise funding remains a key monitorable for tower companies".
(Source: tele.net April 2023).
According to report by CRISIL Ratings although telcos have already
launched 5G services in over 300 cities since October 2022, mass adoption would gather
pace when retail use cases get unlocked. Despite the identification of a plethora of
5G-led use cases such as smart class rooms, precision farming and intelligent transport
systems, adoption hinges on a significant improvement in network infrastructure, which
will happen only gradually over the next few years. Till then, adoption of 5G services
would be largely driven by technology-neutral tariffs being offered by telcos currently.
(Source: tele.net March 2023). According to ICRA, "the telecom services industry is
predicted to achieve moderate revenue growth of roughly 7-9 per cent in FY 2024 over FY
2023, due to muted average revenue per person (ARPU) expansion in the absence of tariff
hikes. As telecom operators increase 5G coverage, their capital expenditure (capex) levels
will remain higher, keeping the industry debt levels high at roughly ` 6.1-6.2 trillion in
March 2024, and it is anticipated that industry ARPU will rise to ` 182-185 in FY 2024, up
from ` 175 in FY 2023. Further, ICRA foresees industry capex being at around ` 700 billion
during FY 2024 within an overall spend of around ` 3 trillion during next four-five
years." (Source: tele.net August 2023).
The world continues to transform into an intricate web of
interconnected technologies. The convergence of technologies such as 5G, AI, cloud and
edge are expected to dramatically change the way the industry operates, but at a cost.
On the above background, while Bharti Airtel, Reliance Jio and Vodafone
Idea are justified in raising the required resources, the debt burden of the Telecom
Industry keeps going up, without commensurate increase in tariff to reduce the burden. It
is strange that the Telecom sector which is the second highest revenue earner for the
Government, after direct and indirect taxes and contributes as much as 90% of the non-tax
revenue, it itself is in maximum debt burden.
The Chairman of Vi himself in the latest annual report states that the
telecom tariffs continue to remain unsustainable and need to increase significantly from
current levels to improve overall industry health and generate reasonable returns for
operators to promote investments including investments towards new and emerging
technologies. With the Telcos stated to remain debt burdened in the near term and Tower
Companies performance hinging on sustenance of at least 3-4 Telcos in India, the prospects
for Telecom Infrastructure services will also remain muted over the short term. Hence, it
is vital for this industry to provide its services at competitive price by increasing the
tariff to have reasonable return on investment for its long-term existence, servicing of
the debts and growth; and for the Government to ensure the presence of 3-4 healthy Telcos
in India to cover the entire spectrum of Retail and Enterprise users for Telcom Services.
Only then can India truly harness and benefit from the potential of 5G and thereon the 6G
technology in its quest for becoming Self Sufficient i.e. Aatmanirbhar.
5. GOING CONCERN
During the last few years, the Company has incurred cash losses,
resulting in erosion of its entire net worth. The Company's current liabilities are
higher than its current assets. While the petition filed by one of the lenders before NCLT
got dismissed vide its order dated November 18, 2022, the said matter is pending before
the NCLAT, on appeal by the said lender. Accordingly, the Management is of the view that
based on directions of lenders / NCLAT it would be in a position to revive the Company and
continue its operations and hence, continues to prepare its Financial Statements on a
going concern basis.
6. DIVIDEND
In view of the accumulated losses in the last few years and the
dividend restrictions imposed by the lenders, your Directors express their inability to
recommend any dividend on the paid up Equity and Preference Share Capital of the Company
for the financial year ended March 31, 2023.
7. SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES (NCDS)
(i) Equity:
There is no change in Equity Capital due to allotment of shares or
otherwise during the year under review. As such, Equity Capital of the Company at the
beginning of the year and at the end of the year stood at 157,296,781 Equity shares. The
Company has only one class of equity share. Thus, the details required to be furnished,
for equity shares with differential rights and / or sweat equity shares and / or ESOS,
under the Companies (Share Capital and Debentures) Rules, 2014 are not furnished.
(ii) Preference:
As the Preference Shareholder did not exercise its right for conversion
of the preference shares into equity within the stipulated time period, there will not be
any impact on the Company's equity capital.
(iii) NCDs:
During the FY 2009-10, the Company had privately placed 14,000 Rated
Rupee denominated Redeemable Unsecured NCDs of the face value of ` 10 Lakhs each
aggregating ` 1,400 Crores. Further, based on the consent terms filed by both parties
before the Hon'ble Bombay High Court on March 19, 2018 and the order passed thereon,
the winding up petition got disposed of. The NCD holder has also signed the Inter-Creditor
Agreement for settlement, subject to secured lenders approval.
8. FIXED DEPOSITS
There are no unclaimed deposits lying with the Company and during the
year under review, the Company has not accepted any fresh fixed deposits from Public or
from its Shareholders.
9. CHANGES IN THE BOARD AND KEY MANAGERIAL PERSONNEL
Mr. Sunil S. Valavalkar retires by rotation at the ensuing Annual
General Meeting ("AGM") and being eligible offers himself for re-appointment.
The re-appointment of Mr. Sunil Valavalkar, on his retirement by rotation is forming part
of the Ordinary Business in the Notice of ensuing AGM. The background of Mr. Sunil
Valavalkar, Director proposed for re-appointment is given in the Notice of AGM.
Further, since the term of appointment of Mr. Sunil S. Valavalkar as a
Whole-time Director would be expiring on December 15, 2023, based on the recommendation of
Nomination and Remuneration Committee, subject to necessary approvals, the Board vide its
resolution dated August 26, 2023 gave its consent for re-appointment of Mr. Valavalkar as
a Whole-time Director for a period of 3 years w.e.f. December 16, 2023. The same is
forming part of the items to be considered in the ensuing AGM.
As reported in the last report, Shri. Venkata Apparao Maradani ceased
to be a Nominee Director of the Company w.e.f. May 4, 2022 pursuant to withdrawal of his
nomination by IDBI Bank Limited. The Board, based on the recommendation of the Nomination
& Remuneration Committee, vide its resolution dated November 24, 2022, appointed Ms.
Sanjana S. Pawar as an Additional Director w. e. f. November 24, 2022 and Non-Executive
Independent Director from November 24, 2022 till November 23, 2027, subject to the
approval of the shareholders, to which the shareholders gave their consent through Postal
Ballot concluded on February 5, 2023. On the resignation of Dr. Mahesh Borase as a
Non-Executive Non-Independent Director from close of business hours of December 19, 2022,
the Board based on the recommendation of the Nomination & Remuneration Committee, vide
its resolution dated December 20, 2022 appointed Mr. Borase as an Additional Director w.
e. f. December 20, 2022 and Non-Executive Independent Director from December 20, 2022 till
December 19, 2027, subject to the approval of the shareholders, to which the shareholders
gave their consent through Postal Ballot concluded on February 5, 2023.
Upon completion of her tenure as an Independent Director on March 31,
2023, Mrs. Siddhi Mandar Thakur was appointed as an Additional Director in the capacity of
Non-Executive Non-Independent Director of the Company w.e.f. April 1, 2023 to which the
shareholders gave their consent through Postal Ballot concluded on May 15, 2023.
There are no changes in the Key Managerial Personnel.
10. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The information required under Section 197(12) of the Companies Act,
2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, is given below: (i) The
ratio of the remuneration of each director to the median remuneration of the employees of
the Company for the financial year and percentage increase in remuneration of each
Director, Chief Executive Officer, Company Secretary or Manager, if any, in the financial
year:
Name |
Ratio to median
remuneration |
% increase in remuneration
in the financial year |
Executive Directors |
|
|
Mr. Sunil S. Valavalkar |
1: 7.71 |
7.5 |
Non-executive Directors (Sitting Fees only) # |
|
|
Mr. D. S. Gunasingh |
N.A. |
N.A. |
Mr. Navin J. Kripalani |
N.A. |
N.A. |
Mrs. Siddhi M. Thakur |
N.A. |
N.A. |
Mr. Venkata Apparao Maradani |
N.A. |
N.A. |
(Ceased to be Nominee Director w.e.f. May 4, 2022) |
|
|
Dr. Mahesh M. Borase |
N.A. |
N.A. |
Ms. Sanjana S. Pawar |
N.A. |
N.A. |
Chief Financial Officer |
|
Mr. Milind V. Bapat * |
5 |
Company Secretary |
|
Mr. Deepak A. Keluskar * |
7.5 |
# Since Non-executive Directors received no remuneration except
sitting fees for attending meetings, the required details are not applicable
* Considered only CTC for calculation.
(ii) The percentage increase in the median remuneration of employees in
the financial year: 7.7%
(iii) Number of employees: The number of employees of the Company and
its Associates are 1,612 as on March 31, 2023. (iv) Average percentage increase already
made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration: The average annual increase in
salaries of employees is 5.8%. During the year, the Company has paid remuneration to Mr.
Sunil Valavalkar whole time Director as per his terms of appointment, which were
approved by the Shareholders of the Company and within the limits of the Companies Act,
2013. (v) Affirmation that the remuneration is as per the remuneration policy of the
Company: The Company affirms that the remuneration is as per remuneration policy of the
Company.
11. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(3)(c) of the Act, the Board
of Directors, to the best of their knowledge and ability, in respect of the year ended
March 31, 2023, confirm that: i) in the preparation of the annual accounts, the applicable
accounting standards had been followed and there are no material departures; ii) they had
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit / loss of the
Company for that period; iii) they had taken proper and sufficient care 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; iv) they had prepared the annual accounts on a
going concern basis; v) they had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and vi) they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
12. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have furnished a
declaration to the effect that they meet the criteria of independence as provided in
Section 149(6) of the Act.
13. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION ETC.
The Company has put in place appropriate policy on Directors'
appointment and remuneration and other matters provided in Section 178(3) of the Act,
which is provided in the Policy Dossier that has been uploaded on the Company's
website www.gtllimited.com. Further, salient features of the Company's Policy on
Directors' remuneration have been disclosed in the Corporate Governance Report, which
forms part of the Annual Report.
14. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board of Directors has carried out annual evaluation of its own
performance, Board Committees and individual Directors, pursuant to the provisions of the
Act and Securities & Exchange Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations").
The performance of the Board and its Committees were evaluated by the
Board after seeking inputs from the Board / Committee members on the basis of the criteria
such as composition of the Board / Committees and structure, effectiveness of Board /
Committee processes, providing of information and functioning etc. The Board and
Nomination & Remuneration Committee also reviewed the performance of individual
Directors on the basis of criteria such as attendance in Board / Committee meetings,
contribution in the meetings, qualification, experience, knowledge, competency,
contribution & integrity, independence & their independent views and judgment etc.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairman were evaluated, taking into consideration views of executive and Non-Executive
Directors.
15. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report ("MD&A Report")
for the year under review, as stipulated under Regulation 34 read with Schedule V to the
Listing Regulations, is presented in a separate section forming part of the Annual Report.
16. CORPORATE GOVERNANCE & VIGIL MECHANISM
A separate Corporate Governance Report on compliance with Corporate
Governance requirements as required under Regulation 34(3) read with Schedule V to the
Listing Regulations forms part of this Annual Report. The same has been reviewed and
certified by M/s. GDA & Associates, Chartered Accountants, the Auditors of the Company
and Compliance Certificate in respect thereof is given in Annexure A to this
Report.
The Company has formulated a Whistle Blower Policy, details of which
are furnished in the Corporate Governance Report, thereby establishing a vigil mechanism
for directors and employees for reporting genuine concerns, if any.
17. RISKS
The major risks faced by your Company have been outlined in the
MD&A Report and Note no. 43 of the Financial Statements to allow stakeholders and
prospective investors to take an independent view. We strongly urge stakeholders /
investors to read and analyze these risks before investing in the Company.
18. CORPORATE SOCIAL RESPONSIBILITY
In view of the negative net worth, revenue below the prescribed limit
and cumulative losses suffered by the Company, it is not attracted by the provisions of
Section 135 (5) of the Act. The brief outline of the Corporate Social Responsibility
("CSR") Policy of the Company and other details are furnished in Annexure B
of this Report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
The Company undertakes, when permissible, various projects directly and
/ or through "Global Foundation, a Public Charitable Trust. For the CSR initiatives
reference may be made to MD&A Report under the caption "Corporate Social
Responsibility". The CSR Policy is available on the Company's website
www.gtllimited.com.
19. AUDIT COMMITTEE
The details in respect of composition of the Audit Committee are
included in the Corporate Governance Report, which forms part of this Report.
20. AUDITORS AND AUDITORS' REPORT
Auditors
M/s. GDA & Associates (FRN: 135780W), Chartered Accountants, were
re-appointed as Auditors at the Thirty Fourth (34th) AGM to hold office from
conclusion of the said meeting till the conclusion of the Thirty Ninth (39th)
AGM. Accordingly, they continue to be in office for FY 2023-24.
Cost Auditors
In terms of the provisions of Section 148(1) of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, as amended, since the Company's
business is not included in the list of industries to which these rules are applicable,
the Company is not required to maintain cost records.
Auditors' Report
As regards the Auditors' modified opinion and emphasis of matters,
the Board has furnished required details / explanations in Note Nos. 32.1, 22.3 & 22.4
and Note No. 49, 5.1 & 47 of Notes to financial statements respectively.
Secretarial Auditors' Report
The Secretarial Audit report and the Secretarial Compliance Report are
given in Annexure C and Annexure D respectively. In the reports it is
observed that upon withdrawal of nomination of Shri. Venkata Apparao Maradani by lead
lender, the Minimum number of Directors on the Board got reduced from six to five on May
4, 2022 and fell below the minimum threshold prescribed under Regulation 17(1)(c) of the
Listing Regulations. After waiting for the response of lead lender, the Company filled in
the vacancy of Nominee Director on November 24, 2022 and complied with the requirement,
however the delay resulted in levy of fine by both BSE and NSE, for part of the quarters
ending September 2022 and December 2022. The Company has filed Application for condoning
the delay and waiver of the fine, which application after hearing is pending for final
disposal.
Compliance with Secretarial Standards
The Company has complied with applicable Secretarial Standards as
prescribed by the Institute of Company Secretaries of India.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As regards Guarantees and Investments reference may be made to Note
Nos. 39C and 7 of the Financial Statements respectively. The Company has not given any
loans during the FY 2022-23.
22. PARTICULARS OF RELATED PARTY TRANSACTIONS
During the year under review, your Company has not entered into any
material contracts or arrangements or transactions with any related party either at
arm's length or otherwise as referred in Section 188(1) of the Act read with the
rules made thereunder. Accordingly, the statement pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules 2014 giving the particulars of
contracts or arrangements with related parties referred to in section 188 (1) of the Act,
is not enclosed as a part of this Report.
For full details of Related Party Disclosures reference may be made to
note nos. 40.1 and 40.2 of the Financial Statements of the Company.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website www.gtllimited.com. None of the Directors has any
pecuniary relationships or transactions vis-?-vis the Company.
23. MATERIAL CHANGES AND COMMITMENTS
Save and except as discussed in this Annual Report, no material changes
have occurred and no commitments were given by the Company thereby affecting its financial
position between the end of the financial year to which these financial statements relate
and the date of this report.
24. SUBSIDIARIES
The Company does not have any subsidiary company. Hence, a statement
pursuant to provisions of Section 129(3) of the Act in Form No. AOC-1 is not furnished.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO a. Conservation of Energy:
The company provides Operations, Maintenance and Energy Management
services to its customer and by virtue of the same, energy efficiency, conservation and
its optimal utilization are its key deliverables. As a result, the Company continues its
focus and efforts towards implementing and operating various Energy related initiatives to
fulfill its objectives. i) the steps taken or impact on conservation of energy: a.
Improving network performance and at the same time optimizing energy usage through regular
monitoring and timely audits. Proper planning of the Energy Consumption Cycle thus
ensuring effective management of energy costs and consumption. b. Control of excessive or
unwarranted burn of Energy by keeping proper check and balance on the power consumed vis
? vis operating load and periodic maintenance, both Preventive and Corrective of power
assets. c. A total of 2,432 sites of our customer are operating as green sites, thereby
ensuring optimal fuel stock and minimal wastage. d. New EB Connection done at 69 Sites
which were diesel dependent, now with Optimal diesel Utilization. e. Constant monitoring
of excessive energy use sites to identify root causes and rectify the same, thereby
controlling the excess consumption for conserving Energy.
f. Implementation of SMPS with Customer wise Load Measurement to
Monitor Actual Consumption and Recovery from Customer. g. Installing the advanced Battery
Bank solutions like HCT Batteries to reduce energy consumption & to save the cost
accordingly. ii) the steps taken by the Company for utilizing alternate source of
energy: NIL iii) the capital investment on energy conservation equipment:
No capital investment on energy conservation equipment undertaken
during the year. b. Technology Absorption:
1. Efforts made towards technology absorption : |
Not applicable as the Company
has not absorbed any new technology. |
2. The benefits derived like product
improvement, cost reduction, product : development or import substitution |
3. In In case of imported technology (imported
during last 3 years reckoned from the beginning of the financial year) following
information may be furnished : |
Not applicable as
the Company has not imported any technology in the last 3 years. |
a. the details of technology imported |
b. the year of import |
c. whether the technology been fully absorbed? |
d. if not fully absorbed, the areas where
absorption has not taken place, reasons thereof |
4. the expenditure incurred on Research and
Development : |
No expenditures were incurred
during the year. |
c. Foreign exchange earnings and Outgo:
During the year under review, there are no foreign exchange earnings
and the foreign exchange outgo.
26. INTERNAL FINANCIAL CONTROL SYSTEM
The details in respect of adequacy of internal financial control with
reference to the financial statements are included in the MD&A Report, which forms
part of the Annual Report.
27. HUMAN RESOURCES
Our employees and associate base stood at 1,612 as on March 31, 2023 as
against 1,593 as on March 31, 2022. For full details refer to the Human Resources write up
in the MD&A Report, which forms part of the Annual Report.
28. ANNUAL RETURN AS ON MARCH 31, 2023
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
draft Annual Return having all the available information of the Company as on March 31,
2023 is available on the Company's website at
http://www.gtllimited.com/ind/inv_info.aspx
29. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2022-23
9 (Nine) meetings of the Board were held during the year, details of
which are furnished in the Corporate Governance Report that forms part of this Report.
30. PROMOTER
Mr. Manoj G. Tirodkar is the Promoter of the Company.
31. PARTICULARS OF EMPLOYEES
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is forming part of this report. Further, the report and
the accounts are being sent to the Members excluding the aforesaid statement. In terms of
Section 136 of the Act, the said statement is open for inspection and any Member
interested in obtaining a copy of the same may write to the Company Secretary. None of the
employees listed in the said statement is related to any Director of the Company.
32. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and
acknowledge with gratitude, the support and cooperation extended by the clients,
employees, vendors, bankers, financial institutions, investors, media and both the Central
and State Governments and their Agencies, and look forward to their continued support.
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On behalf of the Board of Directors |
Place : Mumbai |
D.S. Gunasingh |
Date : August 26, 2023 |
Chairman |
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