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

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Volume 280564

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Key Stats

MARKET CAP (RS CR) 11.63
P/E 0
BOOK VALUE (RS) -30.7789035
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK -0.00617305941389368
DIV YIELD.(%) 0
FACE VALUE (RS) 1
DELIVERABLES (%)
4

News & Announcements

13-Nov-2019

Quadrant Televentures Ltd - Submission Of Half Yearly Disclosure On Related Party Transactions

09-Nov-2019

Quadrant Televentures reports standalone net loss of Rs 31.63 crore in the September 2019 quarter

08-Nov-2019

Quadrant Televentures Ltd - Results-Financial Results For The Quarter And Half Year Ended 30Th September, 2019

08-Nov-2019

Quadrant Televentures Ltd - Announcement under Regulation 30 (LODR)-Change in Directorate

30-Oct-2019

Quadrant Televentures schedules board meeting

12-Aug-2019

Quadrant Televentures schedules AGM

25-Jul-2019

Quadrant Televentures schedules board meeting

14-May-2019

Quadrant Televentures announces board meeting date

Corporate Actions

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

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Bharti Airtel Ltd 532454 BHARTIARTL
Mahanagar Telephone Nigam Ltd 500108 MTNL
Nettlinx Ltd 511658
Rajasthan Telephone Industries Ltd 517103
Reliance Communications Ltd 532712 RCOM
Spice Communications Ltd(merged) 532863 SPICETELE
Tata Communications Ltd 500483 TATACOMM
Tata Teleservices (Maharashtra) Ltd 532371 TTML
Tejas Networks Ltd 540595 TEJASNET
Tulip Telecom Ltd 532691 TULIP
Uniinfo Telecom Services Ltd 535055 UNIINFO
Vital Communications Ltd 532325 VITALCOMM
Vodafone Idea Ltd 532822 IDEA
We Internet Ltd 517534 NIVINFRA

Share Holding

Category No. of shares Percentage
Total Foreign 815504 0.13
Total Institutions 174590250 28.52
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 76900209 12.56
Total Promoters 314205749 51.32
Total Public & others 45748556 7.48
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 71st (Seventy First) Annual Report together with the Audited Accounts and Auditors Report for the Financial Year ended on 31st March, 2018. changes

SUMMARY OF FINANCIAL RESULTS

The Company's financial results for the year ended 31 st March, 2018 is summarized below: -

(Rs. In millions)

Particulars

For the year ended March 31, 2018

*For the year ended March 31, 2017

I. Revenue from operations

3442.00

3390.82

II. Other Income

411.25

5551.27

III. Total Income(I+II)

3853.25

8942.09

IV. Expenses
Networks operation Expenditure

2547.41

1145.17

Employee Benefits Expenses

508.95

562.90

Sales & Marketing Expenditure

159.86

197.98

Finance Cost

949.41

421.42

Depreciation and Amortization

565.05

1013.91

Expenses

502.87

399.34

Other Expenses
Total Expenses

5233.55

3740.72

V. Profit/(Loss) before exceptional and extraordinary items and tax (III-IV)

(1380.30)

5201.36

VI. Exceptional Item

1626.10

-

VII. Profit/(Loss) beforeextraordinary items and tax (V-VI)

(3006.40)

5201.36

VIII. Income Tax expenses
(1) Current Tax

-

-

(2) Deferred Tax

-

-

IX. Profit (Loss) for the period from continuing operations (VII-VIII)

(3006.40)

5201.36

X. Profit/(Loss) from discontinued operations

-

(1354.25)

XI. Tax Expanses of discontinued operations

-

-

XII. Profit/(Loss) From the discontinued operations (After Tax) (X-XI)

-

(1354.25)

XIII. Profit /(Loss) for the period(IX+XII)

(3006.40)

3847.11

XIV. Other Comprehensive Income
(A) Items that will not be

3.17

12.52

reclassified gain/(loss) Re-

-

-

measurement gain/(loss) on defined benefits plans

3.17

12.52

(B) Items that will be reclassified to profit/(loss) Other Comprehensive Income (After Tax)
XV. Total Comprehensive Income

(3003.23)

3859.64

*figures for financial year ended March 31, 2017 are reclassified due to impact of Indian Accounting Standards

FINANCIAL PERFORMANCE REVIEW

Due to the introduction of Indian Accounting Standards the figures for the financial year ended March 31, 2017 have been adjusted and said adjustment have resulted in significant the said figures for the financial year ended March 31, 2017. The Company's revenue marginally increased by 1.51% from Rs. 3390.82 million in 2016-17 to Rs. 3442.00 million in 2017-18 and also the Company has sustained an operating loss of Rs. 3003.23 million for the financial year 2017-18 and operating profit of Rs. 3859.64 million for the financial year 2016-17.

However, the total expenses during 2017-18 increased to Rs. 5233.56

Million as against to Rs. 3740.72 million in the previous year.

BUSINESS OPERATIONS

Your Company holds Unified License (UL License) and ISP Licence Category-A 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.

GSM Business of the Company was in continuous losses which increased further due to launch of 4G services by leading competitors in the market, who are offering free talk time and data, so in order to sustain and curtail the losses, the Company has decided to discontinue its GSM Services from the midnight of 15th February, 2017. However switches were kept operational to facilitate Mobile Number Portability (MNP) to GSM subscribers of the Company till 18th April, 2017 as per the directions/advice received from TRAI vide its letter dated 17th February, 2017.

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 provides broadband services through its fiber optic cable laid across Punjab and the Company has also entered into co-location agreements with other operators in order to expand its network.

As at 31.03.2018, the Company had a total subscriber base of 4,02,860 customers includes 159,040 fixed-line customers and 243,820 Broadband Customers.

MARKETING INITIATIVES

During the year, various marketing initiatives were taken in order to enhance the brand visibility through various programs such as No. 1 Broadband campaign, Connect Super Jodi Contest, Net Champs, Khushiyon Ka Connection etc, in order to connect to and reach out to a larger segment of the populace especially the younger segment of society.

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, 2018, 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, 2018 and principal repayment of Secured NCDs accrued for the period ended March 31, 2018 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.

MATERIAL CHANGES

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 2018 and till the date of signing of this Report i.e. August 8, 2018. passed by the Further,there were no significant regulators or courts or tribunals impacting the going concern status and Company's operations in future.

DIVIDEND

As on 31.03.2018, the Company had accumulated losses. Your Directors, therefore, have not recommended any dividend for the financial year 2017-18.

TRANSFER TO RESERVES

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

ISSUE OF DEBENTURES

During the year under review, the Company issued 8,60,000 (Eight Lacs Sixty Thousand) Unsecured Zero Coupon Compulsory Convertible Debentures of face value of Rs. 1,000/- (Rupees One Thousand only) each convertible into 86,00,000 (Eighty Six Lacs)

2% Non-Cumulative, Non-Convertible, Redeemable Preference Shares of face value of Rs.100/- (Rupees One Hundred Only) each, for an amount not exceeding Rs.86,00,00,000/- (Rupees Eighty Six Crores only) to Videocon Telecommunications Limited, pursuant to conversion of Advances made by Videocon Telecommunications Limited from time to time, in compliance with CDR Package. Extracts of the terms and conditions of issue of aforesaid Debentures forms part of the Corporate Governance Report.

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

The significant the Company. The strong people agenda was constituted around three pillars of Learn, Lead and Grow. Value based HR programs have enabled your company's HR team to be Strategic Partners for the Business. To keep pace with the evolving demands of the Business, HR has shifted focus to building capability in newer areas to be able to predict, diagnose, and take actions that will improve business performance. Company has had continuous focus on Diversity and Inclusivity. Company has laid stress to build a women friendly workplace by introducing various initiatives around hiring, development and progression of women employees in the organization.

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.

The Company has also focused on continual improvement process through various HR strategies and to have strong alignment with your Company's vision to successfully build and sustain Company's standing. The Company's culture promotes an environment that is transparent, flexible, fulfilling and purposeful. A host of customised initiatives based on a deep understanding of individual needs and aspirations, backed by the power of data sciences, have helped create an engaging workplace that enables individuals to realise their potential.

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.

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. 177.70 millions, which was on account of Import of Equipments, finance charges and travel expenses. roleplayedbyourpeopleinsustaining growth of 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.

The information, as required to be provided in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of Companies

(Appointment and Remuneration of Managerial Personnel) Rules,

2014, is annexed as Annexure 3 to this report.

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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).

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.

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 2017-18.

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

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, 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 was evaluated, taking into account the views of Independent and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

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 MEETING OF THE BOARD

Seven 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

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 Directors 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 of the 71st Annual Report. IDBI Bank Limited has with effect from August 22, 2017 nominated Mr. Sanjiv Kumar Sachdev, Chief General Manager, IDBI Bank Limited as its Nominee Director on the Board in place of Ms. Lalita Sharma. The Board takes this opportunity and place on record its sincere appreciation for the valuable guidance and support of Ms. Lalita Sharma during her tenure as Director of the Company. 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 Mr. Gourav Kapoor was appointed as Company Secretary of the Company in place of Mr. Amit Verma w.e.f. 23rd February, 2018.

Pursuant to the provisions of Section 196 and 203 of the Companies Act, 2013, Mr. Gourav Kapoor was also appointed as Manager of the Company in place of Mr. Amit Verma for a period of three years w.e.f. February 23, 2018 to February 22, 2021 subject to the approval of Shareholders of the Company at the ensuing Annual General

Meeting of the Company, Mr. Gourav Kapoor will not receive any additional remuneration pursuant to his appointment as Manager of the Company.

No changes took place in Key Managerial Personnel for the period 1st April, 2018 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 30th September, 2014, appointed M/s Khandelwal Jain & Co., Chartered

Accountants (Firm Registration No.105049W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of Sixty Seventh (67th) Annual General Meeting of the Company until the conclusion of Seventy Second (72nd) Annual General Meeting of the Company.

As per the provisions of Rule 3(7) of the Companies (Audit and

Auditors) Rules, 2014, such appointment made by the company shall be subject to ratification in every Annual General Meeting upto the end of the tenure of appointment of the auditors.

M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai have confirmed their eligibility in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and

Auditors) Rules, 2014.

The Board recommends the ratification of the appointment of M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, on such remuneration as shall be fixed by the Board of Directors 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 has accorded its approval for the appointment of M/s Sanjay Gupta & Associates, Cost Accountants, New Delhi as Cost Auditors for the Financial Year 2018-19, as the 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, 2018 and ending on 31st March, 2019, subject to the approval of the Central Government. 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, 2018. 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, 2017 within the prescribed timeline. As regards, to the financial year ended on 31st March, 2018, the Board of Directors in its meeting held on August 8, 2018 have considered and approved the Cost Audit Report for the financial year 2017-18. The same shall be filed with Registrar of Companies within the stipulated time.

SECRETARIAL AUDITOR

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 has appointed Mr. Dinesh Bhandari (CP No.:10300, FCS: 5887), Practicing Company Secretary to undertake the secretarial audit of the company for the financial year 2018-19. The Practicing Company Secretary has submitted the Report on the Secretarial Audit conducted by him for the financial year 2017-18 which is annexed to this Board Report as Annexure- 4.

The Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

M/s Ernst and Young performs the duties of internal auditors of the

Company and their report is reviewed by the Audit Committee from time to time.

CASH FLOW STATEMENT

As per the requirements of the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Cash Flow Statement as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS 3) issued by the Institute of Chartered Accountants of India, is given along with the Balance Sheet and Statement of Profit and Loss.

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, 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, 2018, there was no Unclaimed Dividend due for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government, after the expiry of seven years.

SUBSIDIARY COMPANIES

As of March 31, 2018, 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, 2018, 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, 2018, 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.

AUDITORS' REPORT

The Statutory Auditors of the Company, M/s Khandelwal Jain &

Co., Chartered Accountants, have submitted the Auditors' Report which has the following observation on Financial Statements for the period ended March 31, 2018.

MANAGEMENT'S EXPLANATION TO THE AUDITORS' QUALIFICATIONS/ OBERSERVATIONS: -

1) Auditors' Qualification in the Auditor's Report

Basis of Qualified Opinion:-

As stated in Note 42 of financial statements, balances of some of the trade payable, trade receivable, other liabilities, advances and deposits are subject to confirmations, reconciliation and adjustments, if any. The effect of the same is unascertainable, and hence the consequential cumulative effect thereof on 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 paragraph 4 above, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31 March, 2018, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

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

Auditor's Report

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

2) Auditors' Observation in the Annexure to the 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 to banks / debenture holders as follows:

A. Amount Outstanding as at 31st March, 2018 and not paid till date

Amount of Default as on

Delay/Default (In

March 31, 2018 (Rs.)

days)

Principal

Interest

Principal

Interest

IDBI Bank

14,09,50,676

15,77,49,933

30 to 242

31 to 454

Kotak Mahindra Bank

26,47,015

36,59,581

30 to 58

31 to 335

Life Insurance Corporation

3,96,23,310

4,97,89,342

30 to 364

31 to 454

of India
State Bank of Patiala

1,32,08,360

1,67,69,511

30 to 364

31 to 454

Oriental Bank of Commerce

3,96,25,080

4,94,49,131

30 to 364

31 to 454

Total

23,60,54,441

27,74,17,498

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

B. Amount paid before the year end

Amount (Rs.)

Delay/Default (In days)

Principal

Interest

Principal

Interest

IDBI Bank

7,04,33,064

10,38,28,220

16 to 107

16 to 166

Kotak Mahindra Bank

1,32,03,375

1,56,24,582

84 to 89

84 to 88

Total

8,36,36,439

11,94,52,802

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

Due to continuous losses and financial constraints, the Company has defaulted/ delayed the interest and principal 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, 2018 and till the date of signing of this report. The Company is in discussions with Lenders for appropriate recourse in the matter.

3) Auditors' Observation in the Auditor's Report

Point No.6 of the Auditor's Report which summarises the basis of Emphasis of Matter "We draw attention to Note 43 to the financial statements, the Company has incurred a net loss of Rs. 3,003,231,584 during the year, the accumulated losses as at March 31, 2018 amounted to Rs. 17,603,011,507, resulting in, the erosion of its net worth and has current liabilities in excess of current assets by Rs 6,254,865,803 as at March 31, 2018. 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 to fund its subscribers' base and with the support of significant operating and capital fund requirements. 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 Auditor's Report

The accumulated losses of the Company as at March 31, 2018 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 and capital expenditure. Management is confident of meeting its funds requirement.

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.

CORPORATE GOVERNANCE

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

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

Place: Gurugram

Mitu Mehrotra Goel

Vinay Kumar Monga

Date: August 8, 2018

Director

Director

(DIN: 05188846)

(DIN: 03029345)

   

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
AuditorKhandelwal Jain & 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
Babu Mohanlal Panchal Independent Director 2018
Mitu Mehrotra Goel Director 2018
Sanjiv Kumar Sachdev Nominee (IDBI) 2018
Gourav Kapoor Company Secretary 2018
Dinesh A Kadam Addtnl Independent Director 2018
Pritesh G Lahoti Addtnl Independent Director 2018

Quadrant Televentures Ltd Listing Information

Quadrant Televentures Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Rev. Internet Services NA 000188.21248
Rev from Interconnection UsageNA 000172.07388
Rev.- Unified Access Services NA 00036.56466
Revenue from Infras. Services NA 0000.86809
Rev. Basic Telephony Services NA 0000

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