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BSE Code : | NSE Symbol : | ISIN:| SECTOR : |

NSE BSE
 

Volume 280564

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Key Stats

MARKET CAP (RS CR) 20.82
P/E 0
BOOK VALUE (RS) -36.3709845
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK -0.0093481109921564
DIV YIELD.(%) 0
FACE VALUE (RS) 1
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4

News & Announcements

12-Nov-2021

Quadrant Televentures reports standalone net loss of Rs 31.22 crore in the September 2021 quarter

28-Oct-2021

Quadrant Televentures to announce Quarterly Result

23-Sep-2021

Quadrant Televentures Ltd - Disclosure of Voting results of AGM (Regulation 44(3) of SEBI (LODR) Regulations 2015)

23-Sep-2021

Quadrant Televentures Ltd - Voting Results Under Regulation 44 Of SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 (Listing Regulations) - 74Th Annual General Meeting

28-Oct-2021

Quadrant Televentures to announce Quarterly Result

17-Aug-2021

Quadrant Televentures AGM scheduled

05-Aug-2021

Quadrant Televentures to hold board meeting

21-May-2021

Quadrant Televentures schedules board meeting

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 2025755 0.33
Total Institutions 59393783 9.70
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 76878611 12.56
Total Promoters 314205749 51.32
Total Public & others 159756370 26.09
Total 612260268 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Quadrant Televentures Ltd

Incorporated on 2 Aug.'46, The Investment Trust of India (ITI) is managed by chairman and managing director B K Kothari. During 2002-03 the name of the Company changed to HFCL Infotel Ltd, as part of Company's diversification and restructuring programme, HFCL Infotel Ltd ('transferor Company') a telecommunication Company operating in the Punjab Circle merged with the Company through a Scheme of Amalgamation and decided to hive off the business of Hire Purchase, Finance, Leasing and Securities Trading by way of an outright sale with effect from 1st September 2002 to its wholly owned subsidiary 'Rajam Finance & Investments Company (India) Ltd' now renamed as 'The Investment Trust of India Ltd' Other group companies are Kothari Sugars and Chemicals and Madras Safe Deposit. In Sep.'94, it came out with a rights issue of 21.79 lac shares (premium : Rs 30) aggregating Rs 8.72 cr, to augment long-term working capital. The company is mainly engaged in hire purchase, lease financing and investments. Its clients include individuals, firms as well as corporate bodies. ITI's business activities include sugar, petrochemicals, industrial alcohol, etc. It has two subsidiaries -- ITI Pioneer AMC and ITI Capital Markets. ITI Pioneer AMC has promoted Kothari Pioneer Mutual Fund. ITI has invested 55% of its capital in ITI Pioneer AMC and the remaining 45% has been subscribed to by Pioneering Management Corporation, US. During 1995-96, ITI Pioneer AMC Limited ceased to be a subsidiary of the company.During 1997-98, The company's holding in ITI Capital Market Ltd was sold to Kothari Pioneer AMC Ltd. During 2003-04, The company launched its Prepaid Mobile product and a complete range of innovative value Added Services and Data products were launched in May 2004, by the introduction of DSL-high speed Internet product. The company became the first service provider to have launched DSL services in the state of Punjab and Chandigarh. During 2004-05, The company expanded its services to 125 cities/towns with 2.47 lacs subscribers in Punjab. The company is planning a venture into Video and Cable TV Services and making triple play services by an expansion into the neighbouring states of Punjab. A wholly owned subsidiary, Connect Broadband Services Limited was formed on July 2004, for the above purpose. The Company's services namely, Fixed Line Telephoney, Mobile Telephoney, Broadband Internet Access and Data Networking Access are offered under the brand name 'CONNECT'.

Quadrant Televentures Ltd Chairman Speech

Quadrant Televentures Ltd Company History

Incorporated on 2 Aug.'46, The Investment Trust of India (ITI) is managed by chairman and managing director B K Kothari. During 2002-03 the name of the Company changed to HFCL Infotel Ltd, as part of Company's diversification and restructuring programme, HFCL Infotel Ltd ('transferor Company') a telecommunication Company operating in the Punjab Circle merged with the Company through a Scheme of Amalgamation and decided to hive off the business of Hire Purchase, Finance, Leasing and Securities Trading by way of an outright sale with effect from 1st September 2002 to its wholly owned subsidiary 'Rajam Finance & Investments Company (India) Ltd' now renamed as 'The Investment Trust of India Ltd' Other group companies are Kothari Sugars and Chemicals and Madras Safe Deposit. In Sep.'94, it came out with a rights issue of 21.79 lac shares (premium : Rs 30) aggregating Rs 8.72 cr, to augment long-term working capital. The company is mainly engaged in hire purchase, lease financing and investments. Its clients include individuals, firms as well as corporate bodies. ITI's business activities include sugar, petrochemicals, industrial alcohol, etc. It has two subsidiaries -- ITI Pioneer AMC and ITI Capital Markets. ITI Pioneer AMC has promoted Kothari Pioneer Mutual Fund. ITI has invested 55% of its capital in ITI Pioneer AMC and the remaining 45% has been subscribed to by Pioneering Management Corporation, US. During 1995-96, ITI Pioneer AMC Limited ceased to be a subsidiary of the company.During 1997-98, The company's holding in ITI Capital Market Ltd was sold to Kothari Pioneer AMC Ltd. During 2003-04, The company launched its Prepaid Mobile product and a complete range of innovative value Added Services and Data products were launched in May 2004, by the introduction of DSL-high speed Internet product. The company became the first service provider to have launched DSL services in the state of Punjab and Chandigarh. During 2004-05, The company expanded its services to 125 cities/towns with 2.47 lacs subscribers in Punjab. The company is planning a venture into Video and Cable TV Services and making triple play services by an expansion into the neighbouring states of Punjab. A wholly owned subsidiary, Connect Broadband Services Limited was formed on July 2004, for the above purpose. The Company's services namely, Fixed Line Telephoney, Mobile Telephoney, Broadband Internet Access and Data Networking Access are offered under the brand name 'CONNECT'.

Quadrant Televentures Ltd Directors Reports

Dear Shareholders,

Your Directors are pleased to present the 73rd (Seventy Third) Annual Report together with the Audited Accounts and Auditors Report for the Financial Year ended on 31st March, 2020.

SUMMARY OF FINANCIAL RESULTS

The Company's financial results for the year ended 31st March, 2020 is summarized below: -

(Rs. In millions)

Particulars For the year ended March 31, 2020 For the year ended March 31, 2019
I. Revenue from operations 4572.80 3977.19
II. Other Income 78.34 75.93
III. Total Income(I+II) 4651.14 4053.12
IV. Expenses
Networks operation Expenditure 3480.28 3067.11
Employee Benefits Expenses 398.98 421.67
Sales & Marketing Expenditure 212.70 159.71
Finance Cost 1093.51 1019.51
Depreciation and Amortization Expenses 309.67 291.83
Other Expenses 291.21 370.46
Total Expenses 5786.35 5330.29
V. Profit/(Loss) before exceptional and extraordinary items and tax (III-IV) (1135.21) (1277.18)
VI. Exceptional Item 669.97 -
VII. Profit/(Loss) before extraordinary items and tax (V-VI) (465.24) (1277.18)
VIII. Income Tax expenses - -
(1) Current Tax - -
(2) Deferred Tax
IX. Profit (Loss) for the period from continuing operations (VII-VIII) (465.24) (1277.18)
X. Profit/(Loss) from discontinued operations - -
XI. Tax Expenses of discontinued operations - -
XII. Profit/(Loss) From the discontinued operations (After Tax) (X-XI)
XIII. Profit /(Loss) for the period(IX+XII) (465.24) (1277.18)
XIV. Other Comprehensive Income
(A) Items that will not be reclassified to Profit/(loss)
Re-measurement gain/(loss) on defined benefits plans (1.30) (11.41)
(B) Items that will be reclassified to profit/(loss)
Other Comprehensive Income (After Tax) (1.30) (11.41)
XV. Total Comprehensive Income (466.54) (1288.59)

FINANCIAL PERFORMANCE REVIEW

The Company's operating revenue has improved by 14.40% from Rs. 3997.19 million in 2018-19 to Rs. 4572.80 million in FY 2019-20 and also the Company has sustained an operating loss of Rs. 1135.21 million during the financial year 2019-20 against Rs. 1277.18 million for the financial year 2018-19.

Total expenses during 2019-20 have marginally increased by 8.56% to Rs. 5786.35 million against Rs. 5330.29 in the previous year.

BUSINESS OPERATIONS

Your Company holds Unified License (UL License) and ISP Licence Category-A (valid till 2035) for providing Telephony Services in the Punjab Telecom Service Area comprising of the State of Punjab, Union Territory of Chandigarh and Panchkula Town of Haryana.

Currently, the Portfolio of services provided by the Company includes Fixed Voice (Landline) services, DSL (Internet) services and Leased Line services in the Punjab Telecom Circle. The Company also operates in Bulk SMS segment.

The Company provides broadband services through its fiber optic cable laid across Punjab and the Company has also entered into colocation agreements.

As at 31.03.2020, the Company had a total subscriber base of 182,269 customers.

CORPORATE DEBT RESTRUCTURING SCHEME (CDR SCHEME)

The Corporate Debt Restructuring Cell (CDR Cell) had vide its letter no.CDR(JCP)563/2009-10 dated August 13, 2009 approved a Corporate Debt Restructuring Package (CDR Package) for the company, in order to write off the losses and also to enable the company to service its debts. As of March 31, 2020, the Company has duly complied with all the terms and conditions as stipulated in the CDR Package.

However, due to continuous losses and financial constraints, the Company has defaulted/delayed in the interest payments accrued towards Lenders on account of Secured Non-Convertible Debentures (NCDs) issued to Lenders as per CDR terms for the period ended March 31, 2020 and principal repayment of Secured NCDs accrued for the period ended March 31, 2020 and till the date of signing of this report.

The Company is in discussion with the Lenders for the appropriate recourse in the matter.

EQUITY SHARE CAPITAL AND LISTING OF SHARES

The paid-up Equity share capital of the Company is Rs. 61,22,60,268/- comprising of 61,22,60,268 equity shares of Re. 1/- each. The Company's shares are listed on BSE Limited and are actively traded.

The Company has not issued any new securities during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

(i) During the financial year under review, the Hon'ble Supreme Court in a Judgment dated October 24, 2019, widened the definition of Adjusted Gross Revenue (AGR) and included nontelecom income also in the definition.

In compliance of the order of the Hon'ble Supreme Court, the Company has submitted revised Self-assessment based AGR duly Audited by the Statutory Auditors of the Company on June 4, 2020. The matter is still pending with Hon'ble Supreme Court.

(ii) Pursuant to the judgment of Telecom Disputes Settlement and Appellate Tribunal (TDSAT) dated 16th June, 2020, the Company is not required to pay license fee on Pure Internet Services being provided by the Company.

MATERIAL CHANGES AFTER THE END OF FINANCIAL YEAR

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March 2020 and till the date of signing of this Report i.e. August 13, 2020.

Further, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

DIVIDEND

As on 31.03.2020, the Company had accumulated losses. Your Directors, therefore, have not recommended any dividend for the financial year 2019-20.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to reserves.

FIXED DEPOSITS

Your Company has not accepted / renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

HUMAN RESOURCE DEVELOPMENT

Human resource is considered as the most valuable of all resources available to the Company. The Company continues to lay emphasis on building and sustaining an excellent organization climate based on human performance. The Management has been continuously endeavoring to build high performance culture on one hand and amiable work environment on the other hand.

Company has focused on identifying internal talent and nurtures them through the culture of continuous learning and development, thereby building capabilities for creating future leaders. Regular innovative programs for learning and development are also drawn up constantly in order to create an encouraging and conducive work environment for empowering the employees at all levels and maintaining a 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company, being in the telecommunications sector is not involved in carrying on any manufacturing activity; accordingly, the information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange earnings/outgo are not applicable.

However, the following information would give adequate idea of the continuous efforts made by the Company in this regard:

(i) Energy Conservation:

(a) Electricity is used for the working of the Company's telephone exchanges and other network infrastructure equipment. The Company regularly reviews power consumption patterns across its network and implements requisite changes in the network or processes in order to optimize power consumption and thereby achieve cost savings.

(b) Reduction in the running of the Diesel Generator (DG) Sets during power cuts it its various tower sites.

(ii) Technology Absorption: The Company has not imported any technology. The Company has not yet established separate Research & Development facilities.

(iii) Foreign Exchange Earnings And Outgo:

During the year, there were no foreign exchange earnings; the total foreign exchange outgo was to the tune of Rs. 57.87 millions, which was on account of Import of consumable items and finance charges.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-1 which forms part of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is appended as Annexure-2 to the Board's Report.

Further, there are no employees drawing remuneration in excess of the threshold limits in terms of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The remuneration paid to all Key Managerial Personnel is in accordance with remuneration policy adopted by the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADQUECY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (URL: http://www. connectzone.in/corporate_governance.php).

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions and the same is posted on the Company's URL: http://www.connectzone.in/ corporate_governance.php

Information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not provided since there are no transactions with related parties during financial year 2019-20, except payment of remuneration to the Chief Financial Officer and the Company Secretary.

CORPORATE SOCIAL RESPONSIBILTY

In terms of the provisions of Section 135 read with Schedule VII and the Rule made thereunder, every Company having net-worth of Rs. 500 Crore or turnover of Rs.1,000 Crore or Net Profit of Rs.5 Crore is required to constitute Corporate Social Responsibility Committee. The Company does not meet any of the above criteria. As such the Company is not required to constitute Corporate Social Responsibility Committee and comply with the requirements of Section 135 read with Schedule VII and the Rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 134(3)(g) of the Companies Act 2013, particulars of Loans/guarantee/investments/securities given under Section 186 of the Act are given in the related notes to the Financial Statements forming part of the Annual Report.

BOARD EVALUATION

One of the key functions of the Board is to monitor and review the Board evaluation framework. In compliance with the provisions of the Companies Act, 2013 and the Listing Regulations, the HR and Nomination Committee has approved the process, format, attributes and criteria for the performance evaluation of the Board, Board Committees and Individual Directors.

The process provides that the performance evaluation shall be carried out on an annual basis. During the year, the Directors completed the evaluation process, which included evaluation of the Board as a whole, Board Committees and individual Directors.

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, quality, diversity, experience, competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness.

Performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgments. All the directors were subject to peer-evaluation.

All Directors participated in the evaluation process. The results of evaluation were discussed in the Independent Director's meeting held on 14th February, 2020. The Board noted the suggestions / inputs of independent directors and Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The familiarization programme adopted by the Company is posted on the website of the Company's URL: http://www.connectzone.in/corporate_governance.php

REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of Directors. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

In line with this requirement, the Board has adopted the Policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and the same has been disclosed in the Corporate Governance Report, which forms part of the Directors' Report. The same is also available on the Company's website URL: http://www.connectzone.in/corporate_governance.php

NUMBER OF MEETINGS OF THE BOARD

Four Meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

THE DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. Vinay Kumar Monga, Independent Director ceased to be a Director of the Company due to resignation w.e.f. May 24th, 2019. Mr. Pritesh G. Lohati, was appointed as an Additional Independent Director w.e.f. November 8, 2019 for a period of five years subject to regularization by the shareholders of the Company at the ensuing Annual General Meeting.

IDBI Bank Limited vide its Letter no. LCG-SSCB.53/31/Nom.8 dated November 29, 2019 has withdrawn the Nomination of Mr. Sanjiv Kumar Sachdev from the Directorship of the Company and in his place Mr. Suneel B. Gollapalli was appointed as Nominee Director, not liable to retire by rotation, w.e.f. November 29, 2019.

Mr. Babu MohanLal Panchal, Independent Director also ceased to be a Director of the Company due to resignation w.e.f. February 14, 2020.

In terms of the provisions of Section 152 (6) of the Companies Act, 2013 and the Rules made there under, Ms. Mitu Mehrotra Goel, Director retires by rotation and being eligible, has offered, herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting.

A brief profile of Director seeking confirmation/appointment, nature of expertise in specific functional area, name of other companies in which they holds Directorship(s) and Membership(s)/ Chairmanship(s) of the Committees of the Board of Directors and the particulars of the shareholding as stipulated under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Notice.

During the year, the non-executive director of the Company had no pecuniary relationship or transactions with the Company.

THE DETAILS OF KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the financial year there was no change in the Key managerial Personnel of the Company. Further, no changes took place in Key Managerial Personnel during the period commencing 1st April, 2020 till the date of signing of Board Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company Confirming that they meet with the criteria of independence, as prescribed under section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Company had, on 20th September, 2019, appointed M/s. SGN & Co., Chartered Accountants, Mumbai as Statutory Auditors (Firm Registration No. 134565W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of Seventy Second (72nd) Annual General Meeting of the Company until the conclusion of Seventy Seventh (77th) Annual General Meeting of the Company.

COST AUDITOR

The Central Government had directed vide its order no. 52/26/CAB- 2010 dated 6th November, 2012 to conduct a Cost Audit in respect of the specified products viz., Telecommunication Industry.

The Board of Directors of the Company had appointed M/s Sanjay Gupta & Associates, as Cost Auditor of the Company for the financial year 2019-20. The Cost Auditors have submitted their report and the same shall be filed with the Registrar of the Companies within the specified timeline.

The Board of Directors of the Company has again accorded its approval for the appointment of M/s Sanjay Gupta & Associates, Cost Accountants, New Delhi, as Cost Auditor of the Company, to conduct audit of the Cost Accounting Records maintained by the Company for the financial year commencing on 1st April, 2020 and ending on 31st March, 2021, subject to the approval of the Central Government, if any.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the members of the Company. Accordingly, consent of the Members is sought by way of an Ordinary Resolution for ratification of the remuneration amounting to Rs. 70,000/- (Rupees Seventy Thousands Only) plus applicable service tax and out of pocket expenses payable to the Cost Auditors for financial year commencing on 1st April, 2019.

In compliance with the provisions of the Companies (Cost Audit Report) Rules, 2011 and General Circular No. 15/2011 issued by Government of India, Ministry of Corporate Affairs, Cost Audit Branch, we hereby submit that, the Company has filed the Cost Audit Report for the financial year ended on 31st March, 2019 within the prescribed timeline.

SECRETARIAL AUDITOR AND ANNUAL SECRETARIAL COMPLIANCE

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s B K Gupta & Associates (CP No. 5708:, FCS: 4590), Practicing Company Secretary to undertake the secretarial audit of the company for the financial year 2019-20. The Secretarial Auditor has submitted the Report on the Secretarial Audit conducted by him for the financial year 2019-20 which forms part of the Board's Report as Annexure- 3.

The Observation of Secretarial Auditor in the report is self explanatory.

The Board has again appointed M/s BK Gupta & Associates, Practicing Company Secretary to undertake the secretarial audit and to issue the Annual Secretarial Compliance pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Company for the financial year 2020-21.

In terms of Circular No. CIR/CFD/CMD1/27/2019, February 08, 2019, issued by Securities Exchange Board of India (SEBI) read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has also submitted the Annual Secretarial Compliance issued by M/s B. K. Gupta & Associates with the Stock Exchange within the stipulated timeline.

INTERNAL AUDITORS

M/s Ernst and Young - LLP performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted an Audit Committee. The composition, scope and powers of the Audit Committee together with details of meetings held during the year under review, forms part of the Corporate Governance Report.

The recommendations of the Audit Committee are accepted by the Board.

RISK MANAGEMENT POLICY

The Company has an elaborate Risk Management policy which is designed to enable risks to be identified, assessed and mitigated appropriately. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The policy defines the risk management approach across the organization at various levels including documentation and reporting. The Company has identified various risks and also has mitigation plans for each risk identified.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As of March 31, 2020, there were no amounts eligible for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government, in terms of the provisions of Section 125 of the Companies Act, 2013.

SUBSIDIARY COMPANIES

As of March 31, 2020, the Company has no subsidiary company; hence the information in AOC-1 pursuant to the provisions of Section 129(3) of the Companies Act, 2013 is not applicable.

JOINT VENTURES/ASSOCIATE COMPANIES

As of March 31, 2020, the Company is an Associate Company of Quadrant Enterprises Private Limited. However, there are no Joint Ventures of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2020, the Company has no subsidiary Company and the consolidated financial statements has not been compiled. Hence, the provisions relating to consolidation of accounts is not applicable to the Company.

STATUTORY AUDITORS' REPORT

The Statutory Auditors of the Company, M/s. SGN & Co., Chartered Accountants, Mumbai as Statutory Auditors, have submitted the Auditors' Report which has the following observation on Standalone Financial Statements for the period ended March 31, 2020.

MANAGEMENT'S EXPLANATION TO THE AUDITORS' QUALIFICATTONS/OBERSERVATTONS: -

1) Auditors' Qualification in the Standalone Auditor's Report Basis of Qualified Opinion:-

As stated in Note No. 40 of the statements, balances of some of the trade payable, other liabilities, advances and security deposits pertaining to erstwhile GSM business are subject to confirmations, reconciliation and adjustments, if any. The effect of the same is unascertainable, and hence the consequential cumulative effect thereof on net loss including other comprehensive income for the year, assets, liabilities and other equity is unascertainable.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of the matter described in the Basis for qualified Opinion in above paragraph, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its loss including other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Management's Explanations to the Auditor's Qualification in the Standalone Auditor's Report

The Company is in process of reconciliations / adjustments, if any, on its balances of some of the trade payable, trade receivable, other liabilities, advances and deposits. The requisite accounting effect, if any, will be given upon such reconciliation.

2) Auditors' Observation in the Standalone Auditor's Report

We draw attention to note no. 41 to the financial statements, wherein the Company has incurred a net loss of Rs. 466,538,412 during the year and the accumulated losses as at March 31, 2020 amounted to Rs. 19,358,137,186, resulting in, the erosion of its net worth, these factors raise doubts that the Company will not be able to continue as a going concern. The management is confident of generating cash flows from continue business operations through increasing subscriber' base and ARPU as well as through restructuring of bank loans along with the support of other stakeholders. Hence, in view of the above, the financial statements have been prepared on a going concern basis. Our report is not qualified in respect of this matter.

Management's Explanations to Auditors' Observation in the Standalone Auditor's Report

The accumulated losses of the Company as at March 31, 2020 are more than fifty percent of its net worth as at that date. The losses are due to declining market of the fixed line business and high operating costs. The management is confident of generating cash flows from business operations through increasing subscribers' base and other value added services and reducing losses gradually. Further with the support of significant shareholders to fund its operating and capital expenditure. Management is confident of meeting its funds requirement.

3) Auditors' Observation in the Annexure to the Standalone Auditor's Report

Point No. VIII of the Annexure to Auditor's Report which summarizes the basis of Qualification “According to the information and explanations given to us and records examined by us, the Company has defaulted in repayment of dues (including accrued interest on default amounts) to banks / debenture holders as follows:

A. Amount Outstanding as at March 31, 2020 and not paid till date

Amount of Default as at March 31, 2020

Delay/Default (In days)

Principal Interest Principal Interest
IDBI Bank 755,101,945 565,108,516 30 - 943 Days 31 - 974 Days
Kotak Mahindra Bank 39,635,485 23,641,215 31 - 548 Days 30 - 547 Days
Life Insurance Corporation of India 158,493,240 125,753,996 30 - 1096 Days 31 - 1155 Days
State Bank of India 52,833,440 41,875,088 30 - 1096 Days 31 - 1155 Days
Oriental Bank of Commerce 158,500,320 125,693,254 30 - 1096 Days 31 - 1155 Days
Total 1,164,564,430 882,072,069

Further, amount defaulted during the year and paid before the Balance Sheet date are as under:

B. Amount paid before the year end

Amounts

Delay/Default (In days)

Principal Interest Principal Interest
IDBI Bank 20,000,000 - 895-926 Days -
Total 20,000,000 -

Management's Explanations to Auditors' observation in the Annexure to the Standalone Auditor's Report

Due to continuous losses and financial constraints, the Company has defaulted/ delayed the interest payments accrued towards Lenders on account of Secured Non-Convertible Debentures (NCDs) issued to Lenders as per CDR terms for the period ended March 31, 2020 and principal repayment of Secured NCDs accrued for the period ended March 31, 2020 and till the date of signing of this report. The Company is in discussions with Lenders for appropriate recourse in the matter.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review the Committee/Management has not received any complaint related to Sexual Harassment.

POLICY ON PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has framed a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and

b) Code of Fair Disclosure. The Company's Code, inter alia, prohibits purchase and/or sale of shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods. Both the Codes are available at the website of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The detailed report on Corporate Governance, Management Discussion and Analysis Report as well as Corporate Governance Compliance Certificate are attached pursuant to the requirements of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors has selected such accounting policies and applied consistently and have 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 and loss of the Company for that period;

(c) The Directors 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;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude for the wholehearted support received throughout the year from the Department of Telecommunications, Financial Institutions, Banks, Lenders and the various Central and State Government Departments, Business Associates, Shareholders and Subscribers.

The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all round operational performance.

For and on behalf of the Board of Directors

Mitu Mehrotra Goel Dinesh Kadam
Place: Mohali Director Director
Date: August 13, 2020 (DIN: 05188846) (DIN: 08282276)

   

Quadrant Televentures Ltd Company Background

Incorporation Year1946
Registered OfficeAutocars Compound,Adalat Road
Aurangabad.,Maharashtra-431005
Telephone91-240-2320750-51,Managing Director
Fax
Company SecretaryGourav Kapoor
AuditorSGN & Co
Face Value1
Market Lot1
ListingBSE,Kolkata,
RegistrarCameo Corporate Services Ltd
Subramanian Building,1ST Floor No 1,Club House Road,Chennai - 600002

Quadrant Televentures Ltd Company Management

Director NameDirector DesignationYear
Mitu Mehrotra Goel Non Executive Director 2020
Gourav Kapoor Company Secretary 2020
Dinesh A Kadam Whole Time Director 2020
Pritesh G Lahoti Non-Exec. & Independent Dir. 2020
Suneel Babu Gollapalli Nominee (IDBI) 2020
Anuskha J Vagal Independent Director 2020

Quadrant Televentures Ltd Listing Information

Quadrant Televentures Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Rev from Interconnection UsageNA 000249.00706
Rev. Internet Services NA 000201.95892
Rev.- Unified Access Services NA 0006.3141
Revenue from Infras. Services NA 0000
Rev. Basic Telephony Services NA 0000

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