Your Board have pleasure in presenting the Forty Second Annual Report of your Company
together with the Audited Statement of Accounts for the Financial Year ended on 31st
March, 2023 along with Independent Auditors' Report thereon and Secretarial Audit Report
for the financial year under report.
Particulars |
2022-23 |
2021-22 |
Gross Income |
1861.25 |
1864.72 |
Expenditure |
2729.86 |
3186.66 |
Exceptional item |
693.85 |
Nil |
Total expenditure |
3423.71 |
3186.66 |
Profit before tax |
-1562.46 |
-1321.94 |
Profit/(Loss) after tax |
-1562.46 |
-1248.79 |
Other comprehensive Income/(Loss) |
-14.10 |
-23.09 |
Total Comprehensive Income/(Loss) |
-1576.56 |
-1271.88 |
Dividend |
Nil |
Nil |
Paid up equity |
1202.36 |
1202.36 |
Profit/(Loss)appropriated to General Reserve |
Nil |
Nil |
Profit/ (Loss) Account (Retained Earnings) |
-7546.38 |
-5969.82 |
Reserves (Including Capital Reserves) |
659.36 |
2235.93 |
Net Property Plant and Equipment & Investment Property |
388.83 |
411.79 |
Capital employed |
2286.96 |
4111.87 |
Earning/(Loss) per share (in Rs.) |
-13.00 |
-10.39 |
Cash earning/(loss) per share (in Rs.) |
-12.80 |
-10.55 |
Book value per share (in Rs.) |
15.50 |
28.62 |
Web-link of Annual Return
The copy of Annual Return pursuant to the provisions of sub-section(3) of Section 92 of
the Companies Act, 2013 is placed on the website of the company and web link of annual
return is: http://www.puncom.com/?id=110
Meetings
During the year, Six Board meetings were duly convened and held. The details of which
are given in the Corporate Governance Report. The intervening gap between the meetings was
within the period as prescribed under the provisions of Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as
Listing Regulations") and Secretarial Standards (SS)-1 on Meetings of Board of
Directors.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility statement, it is hereby confirmed:
a) That in the preparation of the annual accounts for the Financial Year ended 31st
March, 2023; the applicable Indian Accounting Standards have been followed along with
proper explanation relating to material departures;
b) That the Directors have 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 and loss of the company for the year under review;
c) That the Directors have 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) That the Directors have prepared the annual accounts for the Financial Year ended 31st
March, 2023, on a going concern basis; and
e) That the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f) That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Frauds reported by Auditors u/s 143(12)
Your company has complied with all the provisions of Section 143 of the Companies Act,
2013. Hence, there are no frauds reported by the Auditors other than those which are
reportable to the Central Government. Further, no fraud has been reported to the Central
Government.
Declaration by Independent Director(s)
All the Independent Directors on the Board of Puncom have given their respective
declaration under Section 149(7) that they meet the criteria of independence, as per the
provisions of sub-section (6) of Section 149 of Companies Act, 2013 along with Regulation
16 (b) & Regulation 25 of SEBI Listing Regulations. All the independent directors of
the company has declared that they have registered themselves with databank of Independent
Directors as maintained by Indian Institute of Corporate Affairs in compliance with Rule
6(1) of Companies (Appointment & Qualification of Directors) Rules, 2014. Accordingly,
the Board has formed a satisfactory opinion regarding integrity, expertise and experience
of the independent directors after undertaking due assessment of the veracity of the
declaration made by them.
All the independent directors of your company except Dr. Neelu Jain, are not required
to pass the online proficiency selfassessment test and falls under the exemption category.
Dr. Neelu Jain has registered herself with Independent Director Online Databank in year
2022 and accordingly she is required to pass the test within two (2) years of her
registration. Company's Policy relating to Directors appointment, payment of remuneration
and discharge of their duties:
Pursuant to MCA notification G.S.R. 463 (E) dated 05th June, 2015, our
company, being a government company is exempted from the given requirement. However, the
company has in place a nomination & remuneration policy covering the aspects as
provided under Section 178(3) of the Companies Act, 2013 and is available on the website
of company at http://www. puncom.com/?id=107
Explanations or comments by the Board on qualification(s), reservation(s) or adverse
remark(s)or Matter of Emphasis are as follows:
Management Reply to Statutory Auditors' Remarks
M/s Raj Gupta & Co, Chartered Accountants, were appointed as Statutory Auditors of
the Company for the Financial Year 2022-23. Following are the 'Key Audit Matters' and
'Emphasis of Matters' as pointed out by the Auditors in their Independent Audit Report
dated 30th May, 2023.
a) Key Audit Matters
The company has reflected the value of Investment in Bonds of UPCSMFL at cost. Further,
the principal amount of Bond is fully guaranteed by the UP State Government, but due to
the protracted litigation, the time of recovery is indeterminable. [Also Refer note 3, 5
and 41(a)]
Management remarks on Key Audit Matters - Principal amount of Bonds of UPCSMFL are
fully guaranteed by U P State Government. State of Uttar Pradesh has offered a One Time
Settlement (OTS), however there is no decision on OTS as of now. Since the matter is sub -
judice, the time of recovery is indeterminable. Refer Note 3, 5 and 41(a) of Balance
Sheet.
b) Emphasis of Matters
(I) Accounting Policy 1(b) : Regarding certain items of income and expenditure which
have been accounted for as and when these are incurred, ascertained or settled. During the
year under Audit, no entries deviating from the Accrual basis of accounting were noticed
(II) As per the information and explanations given to us, the company has been selected
for Disinvestment by the Cabinet Committee on Disinvestment, Government of Punjab. During
the FY 2019-20, the Directorate of Public Enterprises and Disinvestment, Government of
Punjab had appointed M/s Resurgent India Limited, Gurgaon (Haryana) as Transaction Advisor
for Puncom Disinvestment. During the financial year 2020-21, the Government of Punjab has
closed the submission of Expression of interest" (EOI) by eligible bidders on
1st February 2021. Further, as part of the Disinvestment, the company was in the process
of Due Diligence activity. For this purpose, DPED had approved the site visit from the
period 21/06/2021 onwards till 12/07/2021 i.e. within a three-week period to carry out the
due diligence. Accordingly, due diligence was conducted during the given period. As
informed, Subsequent to the site visit, certain queries were raised to Puncom, which were
addressed. Thereafter, certain queries were raised with the Director Industries and
Commerce which were replied to as informed. Further, during the FY 2022-23, the services
of Transaction Advisor, M/s Resurgent India Limited have been decided to be dispensed with
by the Directorate of Public Enterprises and Disinvestment, Government of Punjab and other
modalities regarding the same be worked out as per the agreement and its clauses.
(III) Receivable & payable are shown in the Balance Sheet which significantly
consists of Trade receivable and trade payable is subject to confirmation. (Refer to note
no. 9 & 21 of notes to accounts of Standalone financial statements).
Statutory Auditor's opinion is not modified on the matters mentioned in Key Audit
Matters and in items (1) to (3) in Emphasis of Matters hereinabove.
Management Remarks on Emphasis of Matter:
Notes to accounts forming part of Annual Accounts are self-explanatory & exhaustive
to the remarks of Auditors in their report dated 30th May, 2023. Hence, the
Management Reply to Auditors' Remarks/ Key Audit Matters and Emphasis of Matters is not
required.
Particulars of Loans and Guarantees under Section 186 of the Companies Act, 2013
The particulars with respect to Loans and Guarantees under Section 186 of the Companies
Act, 2013: NIL
Particulars of Related Party Transactions
Under Companies Act, 2013: Puncom has not entered into any Related Party Transaction as
per the provisions of Section 188(1) of the Companies Act, 2013 during the financial year
under report. The required form AOC-2 has been appended as Annexure 1 to this report.
Further, the disclosures related to Related Party Transactions are also detailed in
Note-12 and Note-39 of Notes to Accounts of Financial Statements for the year ended 31st
March, 2023. There are no materially significant related party transactions which have
potential conflict with the interest of the Company.
Under Regulation 34(3) of Listing Regulations, 2015: Puncom has not entered into any
Related Party Transaction as per the Listing regulations and the disclosures as per
Schedule V of the said regulations are as follows:
1. Loans and advances in the nature of loans to subsidiaries |
NIL |
2. Loans and advances in the nature of loans to associates |
NIL |
3. Loans and advances in the nature of loans to firms/companies in
which directors are interested |
NIL |
4. Acceptance of any amount in the form of loans and advances in the
nature of loans from its holding company |
NIL |
There are no transactions of the company with any person or entity belonging to
promoter/promoter group holding 10% or more shareholding in company during the financial
year under review.
State of the Company's Affairs
During the Financial Year 2022-23, Puncom has tried its best to grab maximum volume of
work from Railway, Power Sector and from private parties. Most of tenders floated by
Railway were for composite work i.e. Bought out items and Outdoor OFC Work, Trenching,
Laying and Termination of OFC. Component of Puncom make products was negligible in these
tenders. In Power sector like PLCC we have limited options for participation in tenders
due to lack of major device protection coupler. Besides this, the company has participated
in new technology tenders of Southern Railways, IPMPLS of value 28 crore, results are
awaited. Puncom is now making efforts to make some inroads in new technology products,
VoIP and Surveillance by impaneling RDSO/ TEC approved companies that will help to attract
more business.
Corporate Plan/ Market Scenario of our products
No doubt the market share of Puncom products is reduced but Puncom is still trying with
some relevant products. Following is the market status of our products.
LMU (Line matching unit)- It is low cost product used to couple the high
frequency communication signal to high voltage power line. Puncom is very competitive in
this product compared to our competitors and supplying it to different states power
transmission companies. This product being the outdoor unit has a life so power
transmission companies have to replenish it after some time. New state transmission
corporations to be explored where it can be sold.
PLCC (Power line carrier communication)- Puncom is having analog PLCC system
whose demand is on decline , but due to low cost compared to digital PLCC, some power
transmission companies are still opting it. This product is normally deployed with
Protection coupler which Puncom has to outsource from other companies. To compete, Puncom
is searching other new low cost protection coupler manufacturer.
V-Mux (Versatile Multiplexer)- It provides full range of managed voice and data
services in E1 stream used by Railways at different locations. But as Railways is
upgrading to higher number of ports and speed, this product is also losing demand. Puncom
is getting orders of this product in small quantity where higher end equipment is not
required. As Railways has shifted to voice communication on VOIP and backbone
communication on IPMPLS. Puncom has empanelled companies for Integrated multiplexer and
IP-MPLS routers to execute railway projects.
CCEO (control communication equipment for OFC)- This product was developed a few
years back for railways and we got a few orders on zone basis demand and criterion as some
other zones are opting other ways of communication. ( like IP/Ethernet based products)
Power Plant (48V/25A charger)-Railways is buyer of this product and still in
demand but cost of product is higher compared to the competitors. Puncom is trying to
reduce its cost by 20% to 25% by finding alternatives of costly components so as to sell
it at competitive rate.
As our products are in low demand, Puncom is exploring railway zones and Power
transmission subdivisions where small quantity orders can be sought. Puncom is undertaking
annual maintenance/repair contracts of their own products from various customers which
contributes good revenue. It also highlights that Puncom is always ready to support after
sale. Telecom Scenario in India and Puncom approach
For Indian telecommunications industry, 2022 was a significant year, with the services
taking another generational leap with the launch of 5G services in the country. The
digital infrastructure industry stood up to the challenge and commenced the task of
densification of networks, so demand of devices which support 5G primarily focusing in
areas like smart class rooms, precision farming, intelligent transportation and healthcare
is increased. Government of India has launched the production linked incentives scheme to
give incentives on basis of domestic manufacturing of telecom and networking products.
Presently Puncom main customers are Railways and Power transmission corporations (center
& states). Most of products were developed before 2010, now they are not
technologically competitive but there are some areas where customer demand is low cost
solution, Puncom is supplying their products (like PLCC and Multiplexer)to such areas.
Areas where high end product is required, Puncom is bidding by empanelling the
manufacturers e.g. IP-MPLS system.
Reserves
Due to losses in the current year, no amount was carried over to Reserves and Surplus.
Instead, the reserves have been utilized to the extent of Rs 1576.56Lacs.
Dividend
Owing to losses during the FY 22-23, the Directors of the company do not recommend any
dividend for the Financial Year 2022-23. Material changes and Commitments after the close
of the Financial Year
The particulars with respect to material changes and commitments affecting the
financial position of the company which have occurred between the end of the financial
year i.e. 31st March, 2023 till the date of this report i.e. 10th
August, 2023 under Section 134(3)(l) of the Companies Act, 2013 is as follows:
The company has offered the Second VRS Scheme on 15.11.2022 which was closed on
15.03.2023 to its eligible employees in line with Punjab Govt. guidelines and a total of 8
no. of employees have opted for VRS Scheme. The VRS application of those 8 employees were
accepted and they were relieved from the services of the company after serving till 2nd
April, 2023. There is an impact of approx. Rs. 261.77 lacs on account of Ex Gratia on the
financial position of the company in the financial year 2023-24 on account of Second VRS
liability, towards these eight employees which was duly paid within a period of 60 days of
relieving as per statue & VRS Scheme in May, 2023 along with their retirement dues.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
a) Conservation of Energy
i) Steps taken & impact on conservation of energy:
Steps taken:
We have continued with the practice of switching off the supply to the areas where the
normal lights are not required or where the production work is not taking place. There are
approximately 3000 tube lights in our building-B-91, which we are slowly and steadily
changing to LED tubes.
Impact:
The consumption has reduced due to the above measures taken.
ii) Steps taken for utilizing alternate sources of energy:
The system is in place for alternate sources of energy.
iii) Capital investment on energy conservation equipments : NIL
b) Technology Absorption
i) Efforts made towards technology absorption:
Efforts are made from time to time towards technology absorption, adoption and
innovation.
ii) Benefits derived:
Company is able to achieve significant cost reduction and improvement in the products.
iii) Technology imported (during the last three years) : |
NIL |
Details of technology imported : |
N/A |
Year of Import : |
N/A |
Whether the technology has been fully absorbed : |
N/A |
If not absorbed, areas where absorption has not taken place and reasons
thereof : |
N/A |
iv) Expenditure incurred on Research and Development
Particulars |
2022-23 (Current Year) |
2021-22 (Previous Year) |
Capital |
NIL |
NIL |
Recurring |
NIL |
NIL |
Total R&D expenditure as a percentage of total turnover |
NIL |
NIL |
c) Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the Financial Year 2022-23 in terms of
actual inflows and actual outflows is given as follows:
Particulars |
2022-23(Current Year) |
2021-22(Previous Year) |
EARNINGS |
|
|
F.O.B Value of Exports |
NIL |
NIL |
OUTGO |
|
|
i) CIF Value of Import of Raw Materials |
36.25 |
46.40 |
ii) Components & Spares |
NIL |
NIL |
iii) Capital Goods |
NIL |
NIL |
iv) Repair & Maintenance (P&M) imports |
NIL |
NIL |
v) Foreign travel & others |
NIL |
NIL |
Risk Management Policy
The requirement of establishing Risk Management Committee is not applicable to our
company. However, the Risk Management Policy is still in place and was amended to
incorporate the provisions of Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015.
Corporate Social Responsibility (CSR)
As per the provisions of Section 135 of the Companies Act, 2013, every company having
net worth of Rupees Five Hundred crore or more or turnover of Rupees One Thousand crore or
more or a net profit of Rupees Five crore or more during any financial year is required to
spend in every financial year at least 2% of the average net profits made during the three
immediate preceding financial years on CSR activities. We would like to inform you that as
per applicable provisions of Companies Act, 2013, there is average net loss and
accordingly CSR provisions were not applicable during the year under review.
Composition of Committees of the Board
The Audit Committee, Nomination and Remuneration Committee & Stakeholders
Relationship Committee are duly constituted as per applicable provisions of SEBI (LODR)
Regulations, 2015 and Companies Act, 2013, the details of which are mentioned in the
Corporate Governance report annexed herewith.
(Referred to in paragraph 2(f) under 'Report on Other Legal and Regulatory
Requirements' section of our report of even date).
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Punjab
Communications Limited (the Company") as of 31st March 2023 in conjunction with
our audit of the Standalone financial statements of the Company for the year ended on that
date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities
include the design, implementation, and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of
its business, including adherence to the company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal financial controls over
financial reporting were established and maintained and if such controls operated
effectively in all material respects. Our audit involves performing procedures to obtain
audit evidence about the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the Standalone financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Company's internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of Standalone financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal financial control over
financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit
the preparation of Standalone financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made
only in accordance with the authorizations of management and directors of the company;
and.
(3) Provides reasonable assurance regarding the prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could have a
material effect on the Standalone financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our knowledge and according to the explanation given to
us, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting, and such internal financial controls over financial
reporting were operating effectively as at March 31, 2023, based on the internal control
over financial reporting criteria established by the Company considering the essential
components of Internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India.
FOR RAJ GUPTA & CO.
Chartered Accountants FRN:000203N
CA Sandeep Gupta (Partner)
M.No.-529774
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing
Regulations read with subsequent MCA notification G.S.R. 463 (E) dated 5th
June, 2015, the Board evaluation procedure is not applicable on us (exempted to Govt.
Cos.),however there is a system in place for evaluation of performance of the Board, its
committees and individual directors. The Nomination and Remuneration Committee considered
the exemption provided to the Government Companies and decided that without taking the
benefit of the exemption, the members shall voluntarily evaluate the performance of the
directors during the Financial Year 2022-23. Further, the members decided to evaluate the
performance of the KMP's only during the Financial Year 2022-23, as the committee members
due to their roles & responsibilities have very less interaction with the Senior
Management/ HOD's of the Company, thus their evaluation is not possible by the committee.
The performance of Independent Directors was evaluated by the entire Board (except by the
Director being evaluated) in their 219th Meeting held on 30thMay,
2023.
Change in the nature of business
During the year 2022-2023, there was no significant change in the nature of Business of
the Company. The company only expanded its operations as per the amended Objects Clause of
the Memorandum of Association of the Company.
Directors and Key Managerial Personnel
Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with related rules,
the Key Managerial Personnel of the company as on the date of report are as follows:
1. Sh. Mohinder Pal, IAS, SR. VC & Managing Director
2. CA Ramesh Goel, Chief Financial Officer
3. CS Pratima Yadav, Company Secretary
Following changes, in the constitution of Board of Directors, took place during the
period under review up to10th August, 2023 on account of change in nomination
by Punjab Information & Communication Technology Corporation Limited (Punjab Infotech)
and otherwise from time to time.
Sr.No. Name |
Designation |
Period of Directorship |
1. Sh. Dilip Kumar, IAS |
Chairman |
18.04.2022 to 22.05.2023 |
2. Sh. Sibin C, IAS |
Sr. Vice Chairman |
05.05.2022 to 11.07.2022 |
3. Smt. Neelima, IAS |
Sr. V.C & Managing Director |
09.11.2021 to 05.05.2022 |
4. Sh. Uma Shankar Gupta, IAS |
Managing Director |
05.05.2022 to 29.11.2022 |
5. CMA J.S. Bhatia |
Whole-time Director |
24.05.2018 to 31.08.2022 |
6. Sh. Satinder Pal Singh, IAS (Retd.) |
Independent Director |
26.09.2018 to 08.11.2022 |
7. CA D.K. Singla |
Independent Director |
25.03.2022 & continuing |
8. Dr. Neelu Jain |
Independent Director |
25.03.2022 & continuing |
9. Sh. Mohinder Pal, IAS |
Sr. Vice Chairman & M.D* |
11.07.2022 & continuing |
10. CA Ramesh Goel |
Whole-time Director |
09.08.2022 & continuing |
*Sh. Mohinder Pal, IAS was appointed as Director on the Board in the capacity of Sr.
Vice Chairman of the company w.e.f. 11th July, 2022 and later on re-designated
as Sr. Vice Chairman & Managing Director on the Board of Puncom w.e.f. 2nd December,
2022.
In terms of Section 152 of the Companies Act, 2013, CA Ramesh Goel shall retire by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
Details of Puncom's Subsidiaries
Puncom has one immaterial subsidiary, namely M/s Punjab Digital Industrial Systems
Limited which has been ordered by the Hon'ble Punjab and Haryana High Court to be wound up
on 20th February, 2009. All the formalities in this regard for the company has
been completed. However, it is pertinent to point out that with the existence of National
Company Law Tribunal (NCLT) / National Company Law Appellate Tribunal (NCLAT), the winding
up case has been transferred from Hon'ble Punjab
& Haryana High Court to NCLT / NCLAT. The National Company Law Tribunal (NCLT) is
yet to issue the dissolution order in respect of subsidiary company namely M/s Punjab
Digital Industrial Systems Limited.
Deposits
The particulars with respect to Deposits under Section 73 of the Companies Act, 2013
are: NIL.
Details of Significant and Material orders passed
During the financial year under report, no significant order(s) was/were passed by
Courts, Tribunals affecting the going concern status and operations of the company in
future.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed. A report on the Internal
Financial Controls under clause (i) of sub-section 3 of Section 143 of the Companies Act,
2013, as given by the Statutory Auditors of the Company, forms part of the Independent
Auditor's Report as Annexure B.
Non-maintenance of Cost Records
The disclosure with respect to maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not
required by the Company and accordingly no such accounts and records are made and
maintained.
Disclosure under IBC
There is no application made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review. Accordingly, the status
as at end of current Financial Year may be treated as NIL.
Disclosure on difference in valuation during OTS
No fresh loans were taken from Banks and Financial Institutions during the reporting
period. Accordingly there is NIL difference between valuation done at time of one time
settlement and valuation done while taking loan from Banks or Financial Institutions. Vigil
Mechanism/Whistle Blower Policy
The company has its Vigil Mechanism/Whistle Blower Policy" in place. In
accordance with the requirements of Regulation 4(2)(d)(iv) and Regulation 22 of Listing
Regulations read with under Section 177 of the Companies Act, 2013, Sh. R.S. Main, heading
the QA Division, has been appointed as Vigilance and Ethics Officer. The web link for the
policy is http://www. puncom.com/?id=107
Disclosure relating to Remuneration of Directors and KMP:
A. Disclosure under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
a) Ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year under report:
S. No. Name of the Director |
Median Remuneration of employees (Rs. In lacs) |
Ratio |
1. Sh. Mohinder Pal, IAS |
9.80 |
NIL |
2. Sh. Uma Shankar Gupta , (IAS)* |
|
NIL |
3. CMA Jagdeep Singh Bhatia** |
|
5.89:10 |
4. CA Ramesh Goel |
|
6.34:10 |
* Sh. Uma Shankar Gupta, IAS ceased to be Managing Director on the Board of Puncom
w.e.f. 29th November, 2022 on account of nomination withdrawn by Punjab
Infotech
** Sh. Jagdeep Singh Bhatia ceased to be the Director on the Board of Puncom w.e.f 1st
September, 2022.
b) Percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year: There are
three KMP covered under this and details are;-
1. CMA Jagdeep Singh Bhatia, CFO (Retired on 31.08.2022), having increase of 2.06 % in
remuneration during the year Vis a Vis previous year.
2. CA Ramesh Goel, CFO (Joined the Company during the year on 09.08.2022). No increase
in remuneration applicable during the year.
3. CS Madhur Bain Singh, CS having an decrease of 4.75 % in remuneration during the
year Vis a Vis previous year. Remuneration exclude LTA, Leave Encashment and Gratuity.
c) Percentage increase in the median remuneration of employees in the Financial Year
2022-23: 7.20%
d) Number of permanent (regular) employees on rolls of the Company as on 31/03/2023:153
(includes ten employees sent on deputation to other government departments)
e) Average percentile 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:
Average increase in remuneration is equivalent to the rate of inflation declared by
state for the purpose of D.A. The Company, being Public Sector Undertaking (PSU) of Punjab
follows applicable pay-scales as per the service rules as amended from time to time
through wage revision agreement executed with union from time to time and duly approved by
the Board of Directors of the Company, uniformly for all its employees as per the
respective designation and tenure of employee with the company.
f) Affirmation that the remuneration is as per the remuneration policy/service rules
etc. of the company: Yes, the remuneration is as per remuneration policy/service
rules/requisite approvals of the company.
B. Disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
The list of the top ten employees in terms of remuneration drawn is as follows:
Sr. No. Name |
Designa tion |
Remuneration received FY 2022-23. (Rupees)* |
Nature of employment (whether contractual or otherwise) |
Qualifications and Experience |
Date of Commencement of Employment |
Com- plet- ed Age in years |
Last em ploy- ment held |
Percent age of equity shares held |
Whether relative of any director or manager if so, name of such
director/ manager) |
1 Mr. Rupinder S Mainee |
Assistant Vice Presi- dent |
32,80,111 |
Regular |
B Sc , MBA 37 Years |
09.03.1989 |
57 |
Delta Ham- lin Ltd |
Nil |
No |
2 Ms. Raminder Kaur** |
Addional GM |
20,81,939 |
Regular |
BE (Electronics) and PGDOM. 30 Years |
08.07.1993 |
50 |
Nil |
Nil |
No |
3 Mr. Madhur Bain Singh** |
Sr. Manager |
20,04,546 |
Regular |
MA (Geography), PGDCA, CS 25 Years |
01.10.2004 |
52 |
Glob al Knit- fab Limit ed |
Nil |
No |
4 Ms. Indu Walia |
AGM |
17,24,556 |
Regular |
MSc(Phys- ics),PGDBA (Operation),MCA 31 Years |
30.09.1991 |
54 |
Nil |
Nil |
No |
5 Mr. Jagdeep Singh Bhatia (retired on 31.08.2022) |
Dy. Vice President |
16,64,811 |
Regular |
B.Com., ICWA 41 years |
01.07.1988 |
58 |
CDIL |
Nil |
No |
6 Mr. Sudhir Dhand |
Sr. Manager |
16,12,718 |
Regular |
B. Tech (ECE) 31 Years |
03.09.1991 |
54 |
Nil |
Nil |
No |
7 Mr. Kapil Kumar |
AGM |
16,03,169 |
Regular |
MCA 26 Years |
10.02.1997 |
50 |
Nil |
Nil |
No |
8 Mr. Ramesh Goel |
CFO |
15,45,161 |
Contractual |
B.Com, FCA 29 years |
09.08.2022 |
56 |
DCM Limit ed |
Nil |
No |
9 Mr. Ashok Kumar |
Sr. Manager |
15,30,417 |
Regular |
Diploma (ECE) & AMIE 35 years |
26.03.2004 |
56 |
Reli ance Info- corn Limit ed |
Nil |
No |
10 Ms. Geeta Dutta |
Sr. Manager |
14,72,196 |
Regular |
DIP(ECE), 37 years |
07.12.1985 |
56 |
Nil |
Nil |
No |
includes Leave Encashments LTAavailed by the employees as per Service Rules of the
company. However, does not include Gratuity on Retirement / Relieving and ex gratia at the
time of VRS paid to Employees.
** Opted for VRS
There are no such employees who have been paid annual remuneration of Rs. 102.00 lacs
or above and a monthly remuneration of Rs. 8.50 lacs and above in case of employee worked
for less than a year.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulated
under the Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Regulation 34(2)(e) of Listing Regulations is appended as Annexure 2
and is an integral part of this report.
Corporate Governance Report
The Corporate Governance Report for the year under review as stipulated under the
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
appended as Annexure 3 and is an integral part of this report. Secretarial Audit Report
The Board pursuant to the provision of Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed Mr. Vishal Arora, Practicing Company Secretary, having Membership
No.FCS 4566 to conduct Secretarial Audit for the FY 2022-23.
Mr. Vishal Arora, Practicing Company Secretary have carried out the Secretarial Audit
for the financial year ended March 31, 2023 and the Secretarial Audit Report in Form No.
MR-3 is annexed herewith this report as Annexure 4 and forms part of the report.
Compliance with applicable Secretarial Standards
The Company has duly complied with all applicable secretarial standards as referred
under Section 118 of Companies Act 2013 and as issued by ICSI during the year under
review.
Sexual Harassment of Women at Workplace: Internal Committee
In compliance with the provisions of Section 21 read with Rule 14 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013
('Act') and Rules made thereunder, the Company has constituted Internal Complaints
Committees (ICC). During the year, No complaint with allegations of sexual harassment has
filed with the Company. As a routine, three workshop or awareness programme against sexual
harassment were carried out during the financial year under report.
Cautionary Statement
Certain statements in the Boards' Report describing the Company's objectives,
projections, estimates, expectations or predictions may be forward-looking statements
within the meaning of applicable laws, rules and regulations. Actual results might differ
from those expressed or implied. The statements and figures made in this report is based
on the inputs as received from respective divisions of the company.
Important factors that could make a difference to the Company's operations include
labour and material availability, prices, cyclical demand and pricing in the company's
principal markets, changes in government regulations, tax regimes, economic development
within India and other incidental factors. Further, the Disinvestment/Sale of Assets
process of the Company is also a major factor that could make a difference to the
viability of the Company or Company's operations.
The Company is not under any obligation to publicly amend, modify or revise any such
forward looking statements on the basis of any subsequent developments, information or
events.
Acknowledgement
The Board places on record its gratitude to various State Transmission Corporations,
Department of Railways, PGCIL and other esteemed customers in India and abroad. The Board
also places on record its gratitude to various banks associated with the company
especially SBI/ Indian Bank (Allahabad Bank) for their interest, continuous help and
co-operation for smooth functioning of the Company. The Board also places on record its
gratitude to the Punjab Information and Communication Technology Corporation Limited
(PICTCL/Punjab InfoTech), the Holding Company, for its guidance and support.
The Board also places on record its appreciation for continuous support and amicable
relations with various government authorities' viz. Income Tax Department, Goods and
Services Tax Department, Excise and Customs Department, PF &Labour Department and
Ministry of Corporate Affairs (Registrar of Companies, Chandigarh), Securities Exchange
Board of India, BSE etc.
We are thankful for continuous support of our esteemed customers all through & also
continuous support of shareholders, bankers and stakeholders, including the business
associates as they reposed undoubting faith in the Company.
The Board in particular acknowledges the co-operation of esteemed shareholders for
their constant support and for the confidence reposed in the Management of the Company.
For and on behalf of the Board of Directors
Place : S.A.S. Nagar
Date. : August 10, 2023
Mohinder Pal, IAS Ramesh Goel
Sr. VC & MD CFO/ Director
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