mmtc Directors report

To

THE SHAREHOLDERS,

MAHANAGAR TELEPHONE NIGAM LIMITED, Dear Shareholders,

Your Directors present the 37th Annual Report of your Company together with the Financial Statements and the Report of the Auditors as well as Comments of Comptroller & Auditor General of India (CAG) on the Financial Statements for the Financial Year ended on March 31, 2023.

PERFORMANCE REVIEW OF MTNL FOR THE FY 2022-23

1. Mobile Network: i) Launching of 4G Services in Delhi and Mumbai: DoT vide Office memorandum No.30-04/2019-PSU affairs dated 29th Oct 2019 had informed that GoI in its cabinet meeting held on 23-10-2019 has approved the proposal of administrative allotment of spectrum for 4G services to BSNL and MTNL among other things so as to enable these PSUs to provide broadband and other data services. In a modification to this decision, the Group of Ministers (GoM) constituted on the matter of "Revival of BSNL and MTNL" approved allocation of 4G spectrum to BSNL in Delhi and Mumbai in place of MTNL in its meeting held on 21.12.2020. Accordingly, Mobile 4G network is being planned for roll out by BSNL in Delhi and Mumbai. ii) Mobile Network elements of BSNL such as OMCR, CNMC, EIR, SSTP, MNP gateway, SPAM filter have been integrated with MTNL mobile network and are being utilized on need basis. IOR setup for CIOR implementation is being developed by BSNL for BSNL and MTNL both. This IOR setup is under testing by BSNL and MTNL team. MTNL DLT platform is in the process of migration to BSNL.

2. Wireline Network: i) Up-gradation of MPLS Network: MTNL is planning to upgrade entire MPLS network along with the security solution to handle growing trafficneeds of FTTH and 4G networks. MPLS expansion plan includes 6 Core routers, 78 Edge routers and 150 L-3 Switches. MPLS equipment for MTNL is under procurement as a part of BSNLs Tender. The Purchase Order for the same has already been placed. The survey of the sites is underway for installation of the equipment. ii) Firewalls for Data Centre: The requirement of firewall for CGO Complex Data Centre in Delhi, IT unit Data Centre at Minto Road Delhi as well as Prabhadevi Data Centre in Mumbai was shared with BSNL for inclusion in its BSNLs Tender. Purchase Order for the same has already been placed by BSNL and the Firewalls are going to be deployed soon in the network. iii) Deployment of Border Network Gateway (BNGs) for broadband network: Keeping in view upgradation of Broadband Network of MTNL, a need is felt to replace old

Broadband Remote Access Servers (BRASs) with new BNGs having better capabilities. Accordingly, the requirement of 4 BNGs was sent to BSNL for procurement through their tender. BSNL has placed the Purchase Order for 4 BNGs and the equipment shall be deployed in near future. iv) Procurement of OTN: The requirement of backbone network of MTNLs transmission system is being catered by legacy DWDM equipment. MTNL plans to augment the backbone network by installing OTN equipment. The requirement of OTN equipment of MTNL (5 for Delhi and 19 for Mumbai) has been included in BSNLs OTN Tender, which is in process. v) FTTH Revenue Share Policy: MTNL had worked out, finalized and made operational the policy to engage partners on revenue share basis to extend its FTTx services. The Policy has been significantly liberalized so as to attract more enue share partners. vi) FTTH Rollout Plan: A tender dated 22.01.2021 was floated for Procurement of GPON based FTTH equipment in Delhi & Mumbai wherein there was provision for 494 Nos of GPON OLT & 21746 Nos of GPON ONT. Instruction has been given to both the units to issue Purchase Order on M/s Tejas Networks as per the authorization, for the most essential quantity / immediate requirement only as per direction of CMD. Thus, a total order for the procurement of 64 OLTs and 6000 ONTs in Delhi and Mumbai has been placed. vii) Procurement of Batteries and Power plants: The Power plants and batteries are the most important infrastructural items to run network. There was immediate requirement for replacementof14batterysets in Delhi and 10 sets in Mumbai. Thematterwas taken up with BSNL for procurement of batteries through their tender. Accordingly, is in process of placement of orders for urgent requirement of battery sets MTNL. Requirement of Battery sets and power plants for complete network of MTNL Delhi and Mumbai is being assessed.

3. Synergy/Integration of Networks between MTNL & BSNL: In order to reduce the CAPEX and OPEX, several synergy/Integration items have been identifiedand shared with BSNL to bring out the best possible technical solutions as given below--i) Integration of BSNL Mobile network nodes with MTNL Mobile network: MNP Gateway, OMC-R, CNMC, EIR, SSTP, SPAM filterof BSNL has been integrated with MTNL mobile network. ii) Mobile Service Billing: BSNL has placed a PO for TECH REFRESH of its Wireless billing application wherein requirement of MTNL Wireless billing would also be catered. Further, the procurement of servers and other hardwares for Billing is under process iii) Sharing of NMS for MLLN: BSNL uses an upgraded NMS with latest servers and application version for managing MLLN network. MLLN network in BSNL and MTNL are of same OEM i.e. M/sInfinera(earlier M/s Tellabs). Sharing of NMS will lead to substantial saving of up-gradation cost. BSNL has placed a PO on M/s pertsol long back on 05.08.2021 for restoring their NOC DR site and for migration and integration of MTNL MLLN network with BSNL. However, the activities for migration of MTNL

MLLN network has not started yet.

iv) Migration of MTNL landline subscribers on BSNL IMS core through diversion of spare LMGs from BSNL: Since, the NT switch installed in MTNL based on TDM technologies have become outdated and obsolete, it was decided to migrate MTNL landline subscribers on BSNL IMS core through diversion of spare LMGs from BSNL. MTNL had already successfully conducted the testing of voice and data with BSNL NGN in Delhi and Mumbai network. Orders for the diversion of about 6 lakhs LMG equipment has been issued by BSNL for MTNL Delhi and Mumbai which are in the process of diversion and installation at various exchange locations of Delhi and Mumbai. v) Migration of FTTH VoIP subscribers on BSNL network: In view of obsolescence of C-DOT IMS Core installed in MTNLs network, it was decided to shift the MTNL FTTH voice subscribers on BSNLs Network. The migration has been completed in Delhi and Mumbai. vi) CRM & CDR based Billing System: Common CDR based Billing system for all fixed line services (BB, FTTH, Landline and Leased circuit) for BSNL is under implementation in BSNL. A decision is already there to migrate the billing for all fixed line services of MTNL on BSNL CDR Platform. Further, CB-CRM system presently being used for wireless billing/IUC and MNP billing in MTNL will also be migrated to BSNL platform. BSNL has planned the implementation of the same after the launching of 4G services in Delhi and Mumbai. vii) ILD for Voice & Data services: Outgoing ILD traffic of MTNL Delhi and MTNL Mumbai is being routed through BSNL Taxes.

FINANCIAL RESULTS OF MTNL FOR THE FY 2022-23

The Standalone Financial Results of your company along with Consolidated Financial Results for Financial Year 2022-23 is placed as an annexure to this Report.

The Standalone and Consolidated Financial highlights of your company for the Financial Year ended March 31st, 2023 are summarized as follows:

			Consolidated Result
	Standalone Result		(MTNL, its Subsidiaries,
			JV & Associates)
	2022-23	2021-22	2022-23	2021-22
Income from Operations	861.57	1,069.72	935.23	1,149.04
Expenditures (Excluding Finance Cost)	2,030.51	2,160.04	2,110.80	2,239.66
Operating Profit/(Loss)	(1,168.93)	(1,090.33)	(1,175.57)	(1,090.62)

 

Other Income	612.45	627.18	613.09	628.89
Finance Cost	2,354.26	2,139.45	2,354.38	2,139.62
Profit/(Loss) before Tax	(2,910.74)	(2,602.59)	(2,916.85)	(2,601.36)
Exceptional Items		-		-
Share of profit/(loss)in investments accounted for using equity methods		-	1.24	1.15
Tax Provision for the Year		-	(0.50)	2.91

 

			Consolidated Result
	Standalone Result		(MTNL, its Subsidiaries, JV & Associates)
	2022-23	2021-22	2022-23	2021-22
Profit/ (Loss) for the Year from Continuing Operations	(2,910.74)	(2,602.59)	(2,915.11)	(2,603.12)
Profit/ (Loss) for the Year from Discontinuing Operations		-		-
Profit/ (Loss) for the Year	(2,910.74)	(2,602.59)	(2,915.11)	(2,603.12)
Other Comprehensive Income	(4.48)	(13.98)	(0.35)	(20.63)
Total Comprehensive Income for the Year	(2,915.22)	(2,616.57)	(2,915.46)	(2,623.76)
Appropriation		-		-
Interim/ Proposed Final Dividend	-	-	-	-
Dividend Tax	-	-	-	-
Transfer to/ (from):		-		-
a) Contingency Reserve	-	-	-	-
b) Debenture Redemption Reserve	-	-	-	-

SOURCES AND APPLICATION OF FUNDS FOR THE FY 2022-23 ARE GIVEN BELOW: -

SOURCES AND USES OF FUNDS	2022-23	2021-22	2022-23	2021-22
Authorised Capital	10,000.00	10,000.00	10,000.00	10,000.00
Issued, Subscribed & Paid Up Capital	630.00	630.00	630.00	630.00
Other Equity	(21,472.90)	(19,286.45)	(21,484.94)	(19,298.26)
Non-Current and Current Borrowings	28,174.01	26,606.48	28,174.01	26,606.48
Deferred Tax Liability (Net)	-	-	6.60	6.99
REPRESENTED BY
Property, Plant and Equipment	2,697.87	2,982.74	2,761.67	3,045.19
(Net Block)
Capital Work in progress	59.49	73.98	59.49	73.98
Investment Property	61.75	62.09	68.03	68.62
Intangible Asset (Net Block)	1,764.31	2,097.96	1,764.31	2,097.96
Investment	106.13	106.13	3.06	3.07
Other Assets	6,945.09	6,980.73	6,987.43	7,027.92
Other Liabilities	4,303.53	4,353.62	4,318.32	4,371.54

The Company has prepared this Consolidated and Standalone Financial Results in accordance with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013.There is no revision of Financial Statements and Boards Report of the Company during the year under review.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSE TO CARRY TO ANY RESERVES

The Company has not transferred any amount to the Reserves in the absence of any profits during the Financial Year 2022-23.

DIVIDEND

Since there has been no operating profit, the Board of Directors of your company expresses its inability to recommend any dividend during FY 2022-23. However, the Company has formulated and adopted Dividend Distribution Policy in terms of Regulation 43A of SEBI (LODR) Regulations, 2015

MA TERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No Material changes and commitment affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report. There has been no change in the nature of Business of the Company as on the date of the report.

CAPITAL AND DEBT STRUCTURE OF MTNL

During the Financial Year 2022-23, there was no increase in the Authorized Share Capital of your Company. The Authorized Share Capital as at March 31, 2023 of your company was Rs. 10,000 Crores comprising of 65 Crores of Preference Shares of Rs. 100 each and 350 Crores of Equity Shares of Rs 10 each. The Paid-up Equity Share Capital as at March 31, 2023 of your company was Rs. 630 Crores comprising of 63 Crores Equity Shares of Rs. 10 each.

During the Financial Year 2022-23, your company has neither issued any shares with differential voting rights nor has granted any stock option or sweats equity or issued any equity shares or preference shares or any securities which carry a right or option to convert or issue any Share warrants.

During the Financial Year 2022-23 your company has issued following Debentures/Bonds: -

1. MTNL has issued 8.00% 61096 (face value Rs. 1000000/-) Unsecured Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures Series VIIA/2022 (Date of Maturity - 15-11-2032) on 15-11-2022 amounting to Rs 6109.60 Cr.

2. MTNL has issued 7.87% 27579 (face value Rs. 1000000/-) Unsecured Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures Series VIIB/2022 (Date of Maturity - 01-12-2032) on 01-12-2022 amounting to Rs 2757.9 Cr.

3. MTNL has issued 7.78% 16176 (face value Rs. 1000000/-) Unsecured Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures Series VIIC/2023 (Date of Maturity - 10-02-2033) on 10-02-2023 amounting to Rs 1617.6 Cr.

4. MTNL has issued 7.80% 3615 (face value Rs. 1000000/-) Unsecured Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures Series VIID/2023 (Date of Maturity - 24-02-2033) on 24-02-2023 amounting to Rs 361.5 Cr.

5. MTNL has issued 7.75% 634 (face value Rs. 1000000/-) Unsecured Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures Series VII E/2023 (Date of Maturity - 24-03-2033) on 24-03-2023 amounting to Rs 63.4 Cr.

The NCDs are listed on the wholesale debt market segment of BSE Limited

During the Financial Year 2022-23 your company has redeemed the following NCDs on the relevant due date as per their respective terms of issue:

ISIN	Series	No. Bonds	Rate of interest	Allotment date	Maturity date
1. INE153A08014	I	10050	8.57%	28.03.2013	28.03.2023

CREDIT RATING

CARERatingsLimitedhas on the Rs 24923.97 crore Non-Convertible Debentures of Mahanagar Telephone Nigam Limited (MTNL) vide its letter been no change in the rating given by CARE in last three years i.e., 2020, 2021 and 2022. India Ratings & Research Private Limited had assigned INDAAA (CE)/Stable on the Rs 10910 crore non-convertible debentures of Mahanagar Telephone Nigam Limited (MTNL) vide its letter dtd 01.02.2022.

DETAILS OF PRIVATELY PLACED DEBT SECURITIES/BONDS OF MTNL AS ON 31^ST MARCH 2023.

Name of the issuer	ISIN Number	Issuance Date	Maturity Date	Coupon Rate	Payment Frequency	Embedded Option if Any	Embedded Option if Any Put option Detail	Embedded Option if Any Call option Detail	Amount Issued (in Rs)	Amount Outstanding (in Rs)	Name of the Debentur e Trustee	Company Remarks if any
1	INE153A08022	05.12.2013	05.12.2023	9.38%		No			19,75,00,00,000	19,75,00,00,000		-
2	INE153A08030	26.03.2014	26.03.2024	9.39%		No			7,65,00,00,000	7,65,00,00,000		Semi
3	INE153A08048	19.11.2014	19.11.2024	8.24%	Semi	No		Call option at the end	14,00,00,00,000	14,00,00,00,000	SBI Cap Trustee	annual interest and principal
4 MTNL	INE153A08055	19.11.2014	19.11.2024	8.28%	annual	Yes		of ninth year	1,00,00,00,000	1,00,00,00,000	Company Ltd	repayment liability
5	INE153A08063	19.11.2014	19.11.2024	8.24%		No			7,00,000	7,00,000		rest with
6	INE153A08071	28.11.2014	28.11.2024	8.29 %		No			22,68,90,00,000	22,68,90,00,000		DoT (GOI)
7	INE153A08089	12.10.2020	11.10.2030	7.05%		No			43,61,40,00,000	43,61,40,00,000
8	INE153A08097	21.12.2020	20.12.2030	6.85%		No			21,38,60,00,000	21,38,60,00,000
9	INE153A08105	15.11.2022	15.11.2032	8.00%		No			61,09,60,00,000	61,09,60,00,000
10	INE153A08113	01.12.2022	01.12.2032	7.87%		No			27,57,90,00,000	27,57,90,00,000	BEACON
11	INE153A08121	10.02.2023	10.02.2033	7.78%		No			16,17,60,00,000	16,17,60,00,000	TRUSTEESHIP LIMITED
12	INE153A08139	24.02.2023	24.02.2033	7.80%		No			3,61,50,00,000	3,61,50,00,000
13	INE15308147	24.03.2023	24.03.2033	7.75%		No			63,40,00,000	63,40,00,000
	Grand Total								2,39,18,97,00,000	2,39,18,97,00,000

ASSET MONETIZATION IN MTNL DURING FY 2022-23

MTNL had taken up its asset monetization programme through Department of Investment and Public Asset Management (DIPAM) in accordance with the Cabinet decision on revival of MTNL. DIPAM appointed International Property Consultant (IPC) for 5 land parcels and 398 quarters of MTNL and out of these properties, two properties reached to auction stage. Meanwhile, work of asset monetization had been transferred from DIPAM to Department of Public Enterprise (DPE) and the Inter Ministerial Group (IMG) decided to annul the auction process /bids received. A company National Land Monetization Corporation (NLMC) has been setup by DPE to undertake monetization of assets of CPSEs. Now, MTNL has submitted 3 assets of value more than Rs 100 Cr to DoT/NLMC for monetization. MTNL has also initiated monetization process for properties of value less than Rs 100 Cr, which shall be monetized by MTNL through Board of Directors and/or GoM approval and has identified 6 properties of value less than Rs 10 Cr and 5 properties of value more than Rs 10 Cr and up to Rs 100 Cr range. Valuation & legal due diligence have been completed. These proposals are in different stages of approval. Appointment of Transaction Advisor and auctioning agency are also under process in parallel. In addition to this, efforts are also being made for renting out spare-able office spaces to various Government Departments/PSU/Banks and other eligible organizations & MTNL has generated revenue of Rs 434 crs from renting of properties and Rs 54 crs from renting of towers in the Financial Year 2022-23.

PROCUREMENT DONE BY MTNL DURING FY 2022-23 (Rs. In Crores))

PROCUREMENT DURING FY 2022-23	(Rs. in Crores)
1. Total Procurement during the year	63.6076
2. Annual Procurement from Micro and Small Enterprises (MSEs)	50.2898
3. Annual procurement from MSEs owned by SC/ST Entrepreneurs	0.3038
4. Annual procurement from MSEs owned by Women Entrepreneurs	1.9800
5. Annual Procurement from GeM	10.18
6. Annual Procurement from MSEs on GeM	10.12

REVIEW OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of the said section, a statement containing the salient features of the financial statements of the Companys subsidiaries, associates and joint ventures in Form AOC-1 is given in this Annual Report. At present there is no material subsidiary company of MTNL, within the meaning of the Companies Act, 2013 / SEBI (LODR), 2015.

During the year under review, there has been no change in the nature of the business of the Subsidiaries.

During the period under review, no Company has become or ceased to be Subsidiary, Associates or Joint Venture of the Company The Policy on Material Subsidiary has been approved by the Board and the same may be accessed on the Companys Website at the link: http://mtnl.in/policy_materialsubsidy.

Performance highlights of Subsidiaries, Associates and Joint Venture Companies during FY 2022-23 are briefly given as under: -

SUBSIDIARIES

(i) MAHANAGAR TELEPHONE (MAURITIUS) LTD. (MTML) (A WHOLLY OWNED OVERSEAS SUBSIDIARY

MTML is a 100% owned subsidiary of MTNL in Mauritius. The company is having license for Mobile Services, International Long Distance (ILD) Services and Internet Services. In a small Island country having a population of around 12.5 Lacs only and having Mobile Tele-density of more than 150%, MTML has been able to successfully position itself with Customer Centric Services. With patronage of more than 4,00,000 customers, MTML is able to compete well in a saturated telecom market. MTML is offering Mobile Services on latest state of the art technology having 4G (LTE) Services covering more than 90% of the total population and 2G/3G Network all over the Island. With increased coverage of high speed data services on 4G and migrating more and more subscribers to its 4G network, MTML customers are now generating more than 1700 TB of data every month. Data download has increased by more than 35% during the financial year 2022-23.MTML became the first operator in Mauritius to launch e-SIM Service which has helped it in acquiring higher ARPU customers. MTML has also acquired licence for 5G Services in Mauritius recently. Action on procurement of equipment has been started and it is expected to launch 5G Services in commercially important areas in due course. MTML has established its own brand CHILI in the Republic of Mauritius as trusted total telecom service provider. With more than 265 BTSs operating across the island, the quality of service is to the satisfaction of customers. Co-location with other telecom providers for mobile network has also started opening a new source of revenue for the company. MTML has been introducing innovative tariff packages to match current market dynamics with the state of art technology and is quite popular especially among youth. MTML has also diversified into retailing of Smartphones and the business has picked up well during past two years. During 2022-23, total Smartphone Sales reached nearly MUR 40 Million. All the expenses of the company are paid from its own internal resources. The CAPEX for procurement of equipment is met from its own internal resources. MTML is operating from its own building, constructed from internal resources, situated in Cyber City, Mauritius which is considered to be the heart of IT hub in Mauritius. There is no debt liability on the Company. The company is managed by CEO/CFO and 10 . Other operations are managed more through local outsourcing. During the financial year under report, MTML has incurred a loss of Rs 3.71 crore as against a profit after tax of Rs 0.26 crore last year.

(ii) MILLENNIUM TELECOM LTD. (MTL) (A WHOLLY OWNED INDIAN SUBSIDIARY)

Millennium Telecom Ltd. (MTL): a wholly owned subsidiary of Mahanagar Telephone Nigam Limited, a Government of India CPSE, registered office in New Delhi. MTL was incorporated in February 2000. ICT related Services being offered by services, Wi-Fi solution; project one-governance, Managed services, Turnkey ICT solution, GIS based services, capacity building and skill development etc. MTL earned a net profit of Rs. 31.77 lakhs for the period ending 31st March 2023. MTL has also declared a dividend of Rs 14.38 Lakhs, which amounts to 5% of paid up capital. MTLs customer list includes Air India, Uttarkhand Government, J & K Government, Central University-(Mahendragarh) Haryana, UP Building and Other Constructions Workers Welfare Board (UP BOCWWB), Lucknow, Thane Municipal Corporation CIDCO, Film Division of India, Insurance Institute of India etc. MTL is also expanding its portfolio of service for providing generalized as well customized solutions to suit government and semi government institutions. MTL has empanelled Business Development Associates (BDAs) for 10 years through EOI. MTL has around 21 empanelled Business Development Associates (BDAs) for innovative projects in ICT related fields. During the financial year under report, MTL tax of Rs 31,76,964 /- as against a profit after tax of Rs 19,78,963/- last ear

JOINT VENTURE

(i) MTNL STPI IT SERVICES LTD. (MSITSL)

MTNL STPI IT SERVICES LTD (MSITSL) is a 50:50 Joint Venture company of Mahanagar Telephone Nigam Limited (MTNL) and Software Technology Parks of India (STPI). MSITSL was incorporated on 31/03/2006 under the Companies Act, 1956, with authorized Capital of Rs. 50 Crores. In order to implement one of its core objectives, MSITSL has established the physical infrastructure of Tier III Data Center at Chennai on space taken on lease basis from STPI. The Data Center has server farm area of around 3500 sq. ft. and the total investment made in this regard is of Rs.477 lakhs. This Tier III Data Center is maintaining 99.98% uptime on 24X7. The commercial operation of the Data Center commenced in 2009. At present, the following are our prime customers who have co-located server/storage/network racks of their functions and operations in the MSITSL Data Centre:

The Ministry of External Affairs (MEA) has hosted Passport Seva Project at MSITSL Data Center through M/s TCS.

The Directorate General of Employment & Training (DGE&T) in Ministry of Labour& Employment has hosted National Career Project through STPI at MSITSL Data Centre.

M/s Repco Bank Ltd and its associates such as Repco Microfinance Ltd and Repco Home Finance Ltd have co-located server racks for banking/finance operation.

MEA approached MSITS for hosting PSP 2.0 at MSITS DC Chennai through TCS. In this regard, MSITS has installed non-computing infrastructure in the vacant area and established server farm area and handed over to TCS on 31.01.2023 for co-locating PSP 2.0. Thereafter, TCS has co-located 13 numbers racks and commenced PSP 2.0 in FY 2022-23. The revenue of the company has been increasing year after year from the date of its commercialization in 2009. The company has earned Rs. 7,14,49,910/-as revenue from operations for FY 2022-23 as against Rs. 6,88,29,548/- for FY 2021-22.

(II) UNITED TELECOMMUNICATIONS LTD. (UTL), NEPAL

UTL is J.V. Company of MTNL which consists of TCL, TCIL, NVPL (Nepal) & MTNL. The company provides Mobile/ILD/data services in Nepal. At present MTNL is holding 26.68% of Equity in UTL. The company has not been performing well for the last few years. It has huge losses. The Customer base has also reduced. It is not able to pay the statutory dues like Royalty Fees, BTS site charges, and other dues to the Govt. of Nepal. The company does not have resources to clear outstanding. They have sought Equity/ Loan participation by its JV partners but MTNL, TCIL & TCL all the Indian JV partners have decided not to contribute any amount towards its Share Capital or Loan. All the Indian JV Partners have decided to exit from the JV and have exercised their Right to exit, on January 30, 2018 at par value. Notice of exit (Sale of our share in JV Company) was given on 30.01.2018 and was required to be accepted within 3 months i.e., on or before 30.04.2018 but so far, the same has not been given effect by the UTL/NVPL. Now, MTNL along with other Indian JV Partners are taking legal opinion on various options available to them for exit from UTL, which are: Reminder to implement the exit right already exercised and to hold board meeting for consideration of all such issues including the going concern status of the company, Sale of shares to NVPL via exercise of Exit Right, Sale of shares to a third-party buyer(s) and Liquidation etc.

DETAILS OF SYSTEM STATUS FOR THE FINANCIAL YEAR 2022-23 (AS ON 31^st MARCH, 2023)

Your Company has the following equipped and used capacity of Landline, GSM, Broadband etc. as on 31st March, 2023: -

Parameters	MTNL Delhi	MTNL Mumbai	MTNL Total
1 Number of Switches	288	339	627
2 Details of Capacity
2a Fixed Phones	2013129	2464710	4477839
2b GSM (Mobile)	1900000	2800000	4700000
2c Broadband Capacity (in Ports)	788736	845020	1633756
DELs (including Fixed-Line, 3	1887392	2174502	4061894
GSM, Broadband & FTTH)
3a Land Line	781605	1264742	2046347
3b GSM (Mobile)	861619	660482	1522101
3c Broadband Subscribers	215487	227240	442727
3d FTTH Subscribers	28681	22038	50719
4 ISDN	6629	8,241	14870
5 DLC (No.)	30	32	62
6 Tax Capacity	80000	115200	195200
7 Tandem Capacity	215500	331240	546740
8 Optical Fibre Cable
8a OFC in Route Kms	9522.778	10193.238	19716.016
8b OFC in Fibre Kms	312492.210	327717.035	640209.245
9 Leased Circuits	8825	12313	21138

HUMAN RESOURCE DEVELOPMENT

The Company attaches the highest priority to the quality of intellectual capital at its disposal and believes that knowledge and skills of its employees are the key to achievements of its corporate mission. It has sound recruitment policy and comprehensive training system. During the past one year, our company has laid greater emphasis on Human Resources Development. We have been devoting substantial resources on building a skilled workforce that has capability to counter threats posed by ever changing customer base. The Company has been conducting various training and development activities which apart from reorienting the employees towards the greater organizational purpose are also focusing on eliminating any skill gap and technical obsolescence. The managements view on training is one of development of employees overall personality and enabling them in becoming a vital productive resource.

TRAINING ACHIEVEMENTS

At present, MTNL has its two in house state of the art training centers, one located in New Delhi and another at Mumbai. The details of the achievement of training centers at Delhi and Mumbai are given below:

(i) THE INSTITUTE OF TELECOM, TECHNOLOGY & MANAGEMENT (ITTM), NEW DELHI

The Institute of Telecom Technology and Management, ITTM, Shadipur, New Delhi is a state of the art training center of MTNL, Delhi engaged in imparting induction training and short duration training to its officers and Management. ITTM has the necessary infrastructure, technical and academic competence and excellence for providingtraininginspecializedcoursesinthefieldof GSM, Broadband Technology, Switching, Transmission, External Plant, IT, Computer System, Management and various wellness and Life Style Management subjects comprising of Motivation, Positive Thinking, Stress Management and cyber security, RTI. In addition to this, ITTM also conducts Industrial Training and Visits for students from Engineering Colleges and Various Schools of India. ITTM conducts regular executives upgradation training for financially upgraded executives from E2 to E7 cadre (E2-E3, E3-E4, E4-E5, E5-E6, E6-E7) in core competency (Telecom, Civil, Finance, Electrical, HR/Marketing/CS/Legal) and management module of one week duration each. From April 2022 to March 2023, total 474 executives have undergone up-gradation training and awareness programs. Total 81 Graduate engineering students have undergone Industrial Visit during period April 2022 to March 2023.

Details of ITTMs achievements during financial year 2022-23 are as follows:

Mode of training	Name of programs	Number of training programs	Number of trainees trained
E-mode	Financial up-gradation	06	35
	Financial up-gradation	32	321
	General awareness programs like RTI/Cyber Security/Yoga	9	69
Off-line	Classes on topics like FTTH / OFC /Excel	6	49
	Industrial Visit	2	81

(ii) CENTRE FOR EXCELLENCE IN TELECOM TECHNOLOGY & MANAGEMENT (CETTM), MUMBAI

The Centre for Excellence in Telecom Technology & Management (CETTM), an ISO 9001:2015 certified institute, is situated at Technology Street, Hiranandani Gardens, Powai, Mumbai. CETTMs achievements during financial year 2022-23 are as follows: CETTM has conducted various short duration Technical as well as Management related courses for MTNL employees on need basis to improve MTNL business and services. CETTM successfully conducted in all 21 training programsandtrained181in-housepersonnelachievingafigureof 181 Trainee days. Total 1727 number of students in 79 batches from 32 different Engineering/Polytechnic Colleges took part in the "Industrial Visit Programme" at CETTM in the year 2022-23. CETTM is suiting up to conduct classroom mode trainings with foreign ITEC batches from June-2023 subject to all the Government SOPs and guidelines time to time. CETTM has generated total revenue of Rs. 24.84 Cr during the F.Y.2022-23 with an increase of 25% as compared to Rs. 19.82 Cr revenue in F.Y.2021-22. CETTM continues to be the first choice for conducting training courses, interviews, workshops, seminar etc. by our esteemed clients. Top clients include LIC, IITM, IITB, Informist, Hare Krishna Movement, etc. CETTM has leased additional 70 hostel rooms & 3^rd floor (6868 Sq.Ft) of academic building to MNLU in the F.Y.2022-23. Proposals of leasing 50 more hostel rooms to MNLU and leasing of entire 5^th floor (approx 14000 Sq.Ft) to BIS are in pipeline. CETTM started leasing of its infrastructure on short duration basis for the shooting of web series, films by prominent production houses and generated substantial business this year. Further avenues of generating revenue through other production houses are also under process.

(II) IMPLEMENTATION OF MISSION KARMAYOGI IN MTNL

DoT vide letter dated 16.09.2022 had conveyed that in September 2020, Government of India has launched Mission Karmayogi, a National Programme for Civil Services Capacity Building (NPCSCB). The programme aims at building a future-ready civil service with the right attitude, skills and knowledge, aligned to the vision of New India. It also aims to prepare Civil Servants for the future by making them more creative, constructive, imaginative, proactive, innovative, progressive, professional, energetic, transparent and technology-enabled. The Mission envisages a comprehensive reform of the capacity building apparatus at the individual, institutional and process levels for efficient capacity building will be delivered through iGOT Karmayogi Digital Platform. This platform will act as a launch-pad for the NPCSCB.

Accordingly, the roadmap for implementation of Mission Karmayogi in MTNL was conveyed to DoT. Under Mission Karmayogi, MTNL Corporate office has issued the FRACing Units in MTNL. In this regard assistance is being taken from BSNL for completion of FRACing exercise in MTNL. 10 officers each from MTNL, Delhi/MTNL, Mumbai would be undergoing training at ALTTC, Ghaziabad under Mission Karmayogi. These 20 nominated officers after undergoing training under the BSNL Master Trainer will further train the non-executives in MTNL. A Consultative workshop-iGOT Karmshala organized by Karmayogi Bharat, DoPT was held on 2nd May, 2023 at Vigyan Bhawan which was attended by officers from MTNL. All employees of MTNL will undergo training at iGOT platform.

INDUSTRIAL RELATIONS

Industrial peace and Industrial harmony is based on healthy Employee Relations and like the previous year, employee relations remained cordial throughout the year. The grievances/ issues raised by the Employees/ Unions /Associations were given due attention and regard. The cases/ issues brought up by them were settled through regular meetings and interactions between Management and Unions/Associations and action, as mutually agreed, was taken to settle them.

EMPLOYEES WELFARE

1. Employees Welfare Schemes like subsidized Canteen, Housing, Medical facilities, Group Insurance etc. continued and maintained by the Company for its employees. Sports and Cultural activities were also given priority during the year.

2. Married/unmarried female employees with less than two surviving children are entitled to maternity leave for a period of 180 days on the productionofmedicalcertificatefrom an authorized medical officer. During the period of such leave, the female employees are paid leave salary equal to the pay drawn immediately before proceeding on leave.

3. OPD reimbursement has been enhanced and working spouse has been included in OPD. 4. In view of ongoing pandemic situation due to COVID-19, and for providing relief to the employees and their families, the ceiling for outdoor medical claim in a financial year has been increased to 10 days salary (Basic +IDA) as on 01.04.2020.

5. Changeover of Contributory Group Health Insurance Scheme for retirees to CGHS- After pursuance of MTNL with DoT, Ministry of Health issued instructions to CGHS for enrolment of MTNL retirees (drawing Govt. Pension) in the CGHS. To facilitate the same an incentive is being provided to the retirees concerned. As on date, approximately ‘18162 retirees in MTNL have benefited from this scheme.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

In Mahanagar Telephone Nigam Limited (MTNL), more and more correspondence in Hindi, office work in files/e-files, computers, compliance of bilingual of the official work at Head Office (Corporate area GM offices, Telephone Exchanges under those Units was emphasized in compliance with the Official Language Policy. Thereby, prompt efforts were done towards attaining the national goal of doing official work in Hindi, the Official Language. Towards this, compliance of the provisions of Official Language Policy and directions of the Department of Official Language and Department of Telecommunications, issued from time to time, by holding the quarterly meetings, inspections, workshops-training, bilingual versions & updation of the main website as well as websites of the Units etc. more and more use of Official Language by officersand officials

IMPLEMENTATION OF RESERVATION POLICY FOR SC/ST/OBC/PHYSICAL CHALLENGED AND ECONOMICALLY WEAKER SECTION

The Company fulfillall the statutory requirements with regard to has endeavored to implementation of reservation policy for candidates to SC/ ST/ OBC communities as well as Physically Challenged and Economically Weaker Section candidates.

IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted an internal Committee to look into the complaints on Prevention, Prohibition & Redressal of Sexual Harassment of Women at workplace and mattersconnected therewith or incidental thereto covering all aspects as contained in the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. During FY 2022-23 one case was received and which was resolved.

WORKING CONDITIONS OF WOMEN EMPLOYEES

We are continuously striving towards gender sensitization amongst our employees. Special care has been taken in case of woman employees in night shifts. Also to redress the issues of Sexual Harassment at workplace, special cells have been constituted

MANPOWER STATUS

As on 31st March, 2023, the total strength of employees including SC/ST & OBC Category working in the company as per details is given below: -

Group	Working	SC	ST	OBC*
A	211	51	23	22
B	1001	182	43	193
C	1473	329	27	79
D	880	279	19	47
TSM	2	-	-	-
Grand Total	3567	841	112	341

*At the time of formation of MTNL in April 1986, all employees of DoT were transferred to MTNL on as is where is basis. The Group ‘C and ‘D employees were absorbed in MTNL in the year 1998, whereas Group ‘B officers were absorbed in the year 2000. In subsequentyears,some officers Group‘A were absorbed in MTNL. At the time of recruitment by DoT and absorption in MTNL, maintaining of separate data for OBC category was not mandatory, therefore, the data for OBC officials/officers was not maintained. It is further submitted that OBC employees were not identified at the time of absorption. They were absorbed in MTNL on "as is where is" basis.

TOTAL NO. OF EMPLOYEES (MALE & FEMALE) AS ON 31.03.2023

	Male			Female
Total (A)	No. (B)	% (B/A)	No. (C)	% (C/A)
3567	2863	80.26	704	19.74

TOTAL NO. OF DIFFERENTLY ABLED EMPLOYEES AS ON 31.03.2023

	Male			Female
Total (A)
	No. (B)	% (B/A)	No. (C)	% (C/A)
3567	21	0.59	3	0.08

TURNOVER RATE FOR PERMANENT EMPLOYEES DURING FY 2022-23

		Turnover rate in FY 2022-23
	Male	Female	Total
Permanent Employees	21	4	25

MECHANISM AVAILABLE TO RECEIVE AND REDRESS GRIEVANCES FOR THE EMPLOYEES

MTNL has its own Grievance Redressal Procedure for employees. Management of the Company believes in the philosophy of an Open Door Policy in the matter of redressal of employee grievances. An aggrieved employee can approach his/her Departmental Head or the concerned officer of the Personnel Department (including the Head of the Personnel Department) and discuss his/her grievance. Best efforts are by the employee. The objective of the Grievance Redressal Procedure is to provide an easily accessible machinery for settlement of grievances, and to adopt measures as would ensure expeditious settlement of grievances, leading to increased satisfaction on the job and resulting in improved productivity and efficiency of the organization.

MECHANISMS TO PREVENT ADVERSE CONSEQUENCES TO THE COMPLAINANT IN DISCRIMINATION AND HARASSMENT CASES

To prevent adverse consequences to the complainant in discrimination and harassment cases, MTNL has appointed concerned Liaison Officers and constituted Committees

COMPLIANCE OF MTNL WITH RIGHTS OF PERSONS WITH DISABILITIES ACT, 2016

MTNL complies with provisions of Rights of Persons with Disabilities Act, 2016 to protect the interests of persons with disabilities. Reservation is provided as per GoI instructions in direct recruitment for Persons with Benchmark Disabilities. Separate 100 point vacancy based reservation roster register is maintained for determining/effecting reservation for the Persons with Benchmark Disabilities. Relaxation in age limit and standards of suitability (as applicable) is given to persons with disabilities. Liaison Officers for PwD have been appointed to look after reservation matters and to ensure compliance of instructions of the

MEASURES TAKEN BY MTNL TO ENSURE A SAFE AND HEALTHY WORK PLACE

1. In order to ensure a safe and healthy workplace, requisite security measures, installation and maintenance of fire extinguishers and housekeeping measures

2. MTNL being an essential service provider of telecom services, MTNL has been scrupulously following COVID prevention and management guidelines for all its stakeholders like social distancing, wearing of masks, and frequent hand sanitization.

3. Proper cleaning and frequent sanitization of workplace particularly of frequent touched surfaces at regular intervals has been ensured.

4. Downloading and updating of Aarogya Setu app has been made mandatory.

5. Quarantine Leave has been provided for employees whose family members have been infected with COVID.

6. For employees and their family members requiring hospitalization due to COVID, Group Health insurance coverage upto Rs.6 Lakhs is being provided under Group Health Insurance Scheme.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been suffering losses for the last few years and hence. The provisions of Section 135 of the Companies Act, 2013 are not applicable. However, the company has constituted a CSR Committee and also formed a CSR Policy in compliance with the provisions of the Companies Act, 2013 and DPE Guidelines on the subject. MTNL is undertaking non funding CSR activities like sending SMS to the public for spreading awareness on spread of COVID 19, awareness on Swachh Bharat, Pulse Polio, other moves of the Government, etc. For details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Report. The CSR Policy is available on the website of the company https://mtnl.in/csr_2014.

VIGILANCE

At present, Smt Shefali ThevigilancewingofMTNLisheadedbyChiefVigilanceOfficer.

Swaroop, (IFS) CVO DoT is in additional charge of CVO, MTNL. CVO is responsible for complete vigilance administration in MTNL. During the year 2022-23, emphasis was laid on preventive vigilance and to enhance the awareness of transparency and accountability in working by carrying out various types of field inspections. Further, training program / seminars on vigilance matters/complaints handling and disciplinary proceedings have been conducted during the year for the employees to make the participants understand the conduct rules of MTNL, procedure for handling departmental proceedings and improve their working efficiency. As per CVC instructions, the Vigilance Awareness Week was observed from October 31st, 2022 to November 6th, 2022 with the theme " " "Corruption free India for a developed Nation" As a precursor to Vigilance Awareness Week 2022, Preventive Vigilance cum internal housekeeping activities was taken up w.r.t Property Management, Management of assets, Record Management, Technological initiatives, updation of guidelines/circulars and disposal of complaints. During this week, various activities like administering of integrity pledge, release of information booklet on the Vigilance & Disciplinary matters, Preventive Vigilance and other general conduct (Dos & Donts) among the employees of MTNL was distributed. Also various programmes such as seminars, workshops, essay, poster as well as Quiz competitions were organized during Vigilance Awareness Week.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has in place a robust Vigil Mechanism for reporting genuine concerns through the companys Whistle Blower Policy. The Policy on Whistle Blower may be accessed on the Companys Website at the link: http://mtnl.in/whistleBlowerPolicy.pdf . The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior as defined under Regulation 22 of Under the Whistle Blower Policy, the employees are free to report violations of applicable laws and regulations and the Code of Conduct to the Chairman of the Audit Committee. During the year under report, no employee was denied access to the Audit Committee.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS and material orders passed by the Regulators/Courts/Tribunals that Therearenosignificant would impact the going concern status of the Company and its future operations. Kindly refer Note no 50 of Standalone financial statements pertaining to contingent liabilities, pending litigations etc.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As company has not done any one time settlementof loans from the banks or financial institutions during the year under review, hence no disclosure is required.

INTEGRITY PACT PROGRAME WITH TRANSPARENCY INTERNATIONAL INDIA

MTNL has signed a Memorandum of Understanding (MoU) with Transparency International India (TII) for implementing an Integrity Pact Programme (IPP) focused on enhancing transparency in its business transactions, contracts and procurement process. Under this MoU, MTNL is committed to implementing the Integrity Pact in all its major procurement and work contract activities. The Integrity Pact has strengthened the established system and procedures by creating trust in various stakeholders. Two Independent External Monitors (IEMs) being persons of eminence nominated by the Central Vigilance Commission (CVC), to monitor the activities. As on 31.03.2023, Smt. Rashmi Goel, IRAS (Retd) and Shri Bibhuti Bhushana Mishra, IPS (Retd.) are acting as IEMs of MTNL.

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

The provision of Section 134(m) of the Companies Act, 2013 do not apply to the Company as your Company is a service provider. The total foreign exchange earning was Rs. 4.45 Crore and the total foreign exchange expenditure was Rs. 1.39 Crore.

ENTERPRISE RISK MANAGEMENT

The Board of Directors of the Company has formed a Enterprise Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee also has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis Report as required in terms of SEBI(LODR) Regulations, which forms part of this Report.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under report, the Board of Directors of your Company met Four times during the Financial Year 2022-23. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & the Listing Regulations i.e. the maximum interval between any two Board Meetings did not exceed 120 (One hundred and twenty) days. Details of Board MeetingsandDirectorsattendingthe same are given in the Corporate Governance Report forming part of this Report. At these meetings, the Board held intensive discussions on the budget, important financial transactions and various steps to face the impending competition from private operators both in Basic Telephone Service, Cellular Mobile Telephone and other value-added services.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

MTNL being a Government Company, the appointment and the terms and conditions of appointment (including remuneration) of the Whole-Time Directors are decided by the Government of India. However, the Board has constituted a Nomination & Remuneration Committee. The Government Nominee Directors do not get any remuneration from the Company. The IndependentDirectorsarebeingpaidsittingfee of Rs. 10,000/- for attending each meeting of the Board or Committee thereof. They are reimbursed travel expenses & hotel expenses on this account, if any in addition to the sitting fees. Details of remuneration paid to the Whole time Directors and KMP as well as sitting fees paid to Independent Directors for the year under review are given in the Corporate Governance Report which is attached as annexure to this report.

PERFORMANCE EVALUATION OF DIRECTORS

Ministry of Corporate Affairs (MCA), through General Circular dated 5th June, 2015, has exempted Government Companies from the provisions of Section 178 (2) of the Companies Act, 2013 which provides about manner of performance evaluation of Board of Directors, Committee of Board of Directors and Director by the Nomination and Remuneration Committee. The aforesaid circular of MCA further exempted listed Govt. Companies from provisions of Section 134 (3) (p) of the Companies Act, 2013 which requires mentioning the manner of formal evaluation of its own performance by the Board and that of its Committees and Individual Director in Boards Report, if directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government as per its own evaluation methodology. Now, MCA, through Notification dated 05.07.2017, has amended Schedule IV of the Companies Act, 2013 with respect to performance evaluation of directors of the Government Companies that in case mattersof performance of the Central Government evaluationarespecified or as the case may be, the State Governments and such requirements are complied with by the Government companies, such provisions of Schedule IV are exempt for the Government Companies. Similar exemption has been requested by PSUs wing of CII from SEBI under the SEBI LODR for all PSUs. In this regard, Department of Public Enterprises (DPE) has already laid down a mechanism for performance appraisal of all functional directors. DPE vide its Office Memorandum No. 9(14)/2009-GM-Part-3-FTs-9036 dtd. 30.05.2022 has intimated MTNL that assessment of performance of Non-official Directors/Independent directors is to be done on annual basis from now onwards. Your Company enters into a Memorandum of Understanding (MOU) with Government of India each year, demarcating key performance parameters for the Company. The performance of the Company and Board of Directors are evaluated by the Department of Public Enterprises vis-a-vis MOU entered into with the Government of India.

TRANSFER OF FUNDS/SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company has not declared dividend from FY 2009-10 onwards, hence provision of transfer of unclaimed dividend and shares as per IEPF Rules is not applicable to your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under report, the Company has not entered into any Material Transaction with any of its related parties. The Companys major Related Party Transactions are generally with its subsidiaries and associates. All Related Party Transactions, if any, were in ordinary course of Business and were negotiated at an Arms Length basis and they were intended to further the companys interest. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of Companies Act, 2013 in Form AOC-2 is not applicable. Web link for Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions has been provided in the Report on Corporate Governance which forms part of Annual Report. Details of Related Parties and transaction with your Company are given in Notes to the financial statement which is a part thereof. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, your company has filed the reports on Related party Transactions with the Stock exchanges on Half yearly basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

During the Year under report, there was no loan or Guarantee given or investments made by the MTNL under Section 186 of the Companies Act, 2013.

DETAILS OF MONEY ACCEPTED FROM DIRECTOR

During the period under review the Company has not accepted money in the form of unsecured loan from the director or relative of the director of the Company

CORPORATE GOVERNANCE

Your company has complied with the Corporate Governance requirement under the Act, Listing Regulations and the relevant guidelines issued by Department of Public Enterprises (DPE). Your company is also complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI).ACertificatefrom M/s Mritunjay Shekhar & Associates, Practising Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of SEBI (LODR), 2015 for the FY 2022-23 and Annual Secretarial Compliance Report for the FY 2022-23 pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 has also been obtained from M/s Mritunjay Shekhar & Associates, Practising Company Secretaries are also placed at Annexure to this Report. Further, a separate section on Corporate Governance is also placed as annexure to this report.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As provided under Section 92 of the Act and rules framed thereunder the extract of Annual Return in Form MGT-9 is given as Annexure which forms part of this report. In compliance with Section 134 (3) (a) of the Act, an extract of Annual Return for the FY 2022-23 is also uploaded on MTNL Website and can be accessed at www.mtnl.net.in.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

In accordance with the MCA and SEBI Circulars and to ensure compliance of Green Initiative, your Company has sent various documents including Notice of the 37th AGM, Audited Financial Statements, Directors Report, Auditors Report for the F.Y. 2022-23 etc. to its Shareholders and Debenture holders only in electronic form, at the e-mail addresses provided / registered by members and made available to us by the Depositories (NSDL/CDSL). The members are advised to update by registering changes, if any, in their e-mail address, with the concerned Depository Participant.

Your Company shall also display full text of Notice of 37th AGM & Annual Report 2022-23 at its website http://mtnl.in/annual.html. Your Company looks forward towards active participation of Shareholders in this "Green Initiative" and requests all Shareholders, who have not so far supplied their e-mail addresses, to give the same at the earliest. There will be no dispatch by Post of Notice of 37th AGM and Annual Report 2022-23 to Shareholders and Debenture holders having no email ids in compliance with Circulars of MCA and SEBI.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; of adequate accounting (c) thedirectorshadtakenproperand 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 and (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently. (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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company had maintained, in all respects, adequate internal financial controls over financial reporting and such internal control over financial reporting were operating effectively during the Financial Year 2022-23, based on the internal control over financial reporting criteria established by the Company considering the essential components on 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). Report on the Internal Financial Control under Section 143(3)(1) of the Companies Act, 2013 for the FY 2022-23 is attached as annexure to the Independent Auditors Report which is part of the report.

FIXED DEPOSITS

Your Company has not invited/ accepted any fixed deposits under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date on this account.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The provisions of Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your Company as being a Govt. Company.

BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015, the Securities and Exchange Board of India (‘SEBI), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Report (‘BRSR). BRSR is a notable departure from the existing Business Responsibility Report andasignificant giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY2022-23 onwards. Accordingly, we are glad to present our inaugural BRSR for FY2022-23 part of Annexure to this Report.

STATUTORY AUDITORS

M/s SPMG & Co., Chartered Accountants and M/s SCV & CO., LLP, Chartered Accountants have been appointed as Joint Statutory Auditors of your Company by the Comptroller and Auditor General (CAG) of India for the Financial Year 2022-23 and the Board has already ratified their appointment on 14.11.2022.

COST AUDITORS

M/s R. M. Bansal & Co., Cost Accountants have been appointed as Cost Auditors of your company for carrying out audit under Section 148 of the Companies Act, 2013, for the cost records as maintained under Section 209(1)(d) of Companies Act,1956 and as notified under: (i) Cost Accounting Records (Telecommunications) Rules,2002 & (ii) Cost Audit Rules,2001 for the FY 2022-23. The Cost Audit Report alongwith the Annexures for the Financial Year 2021-22 have d to the Central Government in the Form CRA 4 in XBRL format on MCA Portal submitte been on 18.10.2022.

SECRETARIAL AUDITORS

Your Company has appointed M/s R. P. Sehgal & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report of M/s R. P. Sehgal & Associates are given in as annexure to this report.

AUDITORS QUALIFICATIONS AND MANAGEMENT REPLY THERE TO

The replies to the observation of the Statutory Auditors for the Financial Year 2022-23 are given as Annexure to the Directors Report. The Comments of the Comptroller and Auditor General of India (CAG) on the Financial Statements and the replies of the Management thereon are also given in the Annexure to the Directors Report.

FRAUD REPORTED BY AUDITORS

The Statutory Auditors nor the Secretarial Auditors of the Company have not reported any fraud during FY 2022-23 as specified under second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being enforce).

CRITERIA FOR DETERMINATING QUALIFICATION, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

(i) Qualification: The Board of Directors of MTNL has formulated the job description for the -posts of CMD and other Functional Directors.The selection of Whole time Directors is done by Public Enterprise Selection Board (PESB) on the basis of such criteria.

(ii) Positive Attribute: - Apart from the duties of Directors as prescribed in the Companies Act the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective code of conduct as applicable to them (iii) Independence: - A Director is considered as independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed their under and Regulations 16(1)(b) of the Listing Regulations.

INDEPENDENT DIRECTOR

MTNL is a Public Sector Undertaking. All appointments including Independent Directors on the Board are done by the Administrative Ministry, Government of India, Ministry of Communications, Department of Telecommunications (DoT).

As on 31.03.2023, MTNL has five Independent Directors on the Board of MTNL.

1. Shri Yogesh Kumar Tamrakar

2. Shri Sarv Daman Bharat

3. Shri Vishwas Pathak

4. Ms. Deepika Mahajan

5. Shri Piyush Ranjan Nishad

All the Independent directors have made declaration that criteria of independence as specified under Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 has been complied with. Pursuant to Part c(2)(i) of Schedule V of SEBI(LODR 2015, the Board of directors of your Company also gave its confirmation that the Independent Director fulfill the conditions specified in SEBI (LODR) Regulations and are independent of the Management.

Due to non-appointment of one Independent Director till 31.03.2023, MTNL was unable to comply the provisions relating to Board Composition [Regulation 17].

The matter for appointment of one more Independent Director has already been the Government of India.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has a very balanced and diversified Board of Directors with an optimum mix of Executive [represented by CMD, Director (HR & EB), Director (Finance) and Director (Technical)], Non-Executive [represented by Government Nominee Directors] and Independent Directors.

List of Present Directors of MTNL as on 31.03.2023 & 31.07.2023 is given in the Corporate Governance Report. During the period under report, the following changes took place in the Directorship/Key Managerial Personnel (KMP) of your Company: -

1. Shri V. Ramesh was appointed as Director (Technical) vide DoT Letter No.E-2-2/2021-PSA dtd. 22.03.2022 w.e.f. 01.04.2022.

2. Shri Piyush Ranjan Nishad was appointed as Independent Director of the Company vide DoT Letter No. E-5-3/2018-PSA dtd . 23 03 2022 w ef 21 04 2022

3. Shri Navneet Gupta, Government Nominee Director has ceased to be Government Nominee Director w.e.f. 17.05.2022.

4. Shri Premjit Lal was appointed as Government Nominee Director vide DoT letter No. E-5-3/2021-PSA dtd. 17.05.2022 & 18.05.2022 w.e.f. 17.05.2022 and ceased to be Government Nominee Director w.e.f. 17.11.2022.

5. Shri Amitabh Ranjan Sinha, Government Nominee Director has ceased to be Government Nominee Director w.e.f. 30.05.2022.

6. Ms. Yashashri Shukla was appointed as Government Nominee Director vide DoT Letter No.E-5-3/2021-PSA Part(1) dtd. 26.05.2022 w.e.f. 30.05.2022 and ceased to be Government Nominee Director w.e.f. 26.12.2022.

7. Ms. Yojana Das, Director (Finance) ceased to be Director (Finance) w.e.f. 30.11.2022.

8. Shri Sunil Kumar Verma was appointed as Government Nominee Director vide DoT letter No.E-5-2/2021-PSA dtd. 17.11.2022 w.e.f. 23.11.2022.

9. Shri Rajiv Kumar was appointed as Director (Finance) vide DoT letter No.E-1-5/2022-PSA dtd. 30.11.2022 w.e.f. 02.12.2022.

10. Shri Shivendu Gupta was appointed as GovernmentNomineeDirectorvideDoTletterNo. No. E-5-3/2021-PSA dtd. 26.12.2022 w.e.f. 05.01.2023. 11. Shri Sultan Ahmed, GM (Finance) MTNL CO wasappointedasChiefFinancialOfficer (CFO) of the Company w.e.f. 14.02.2023.

12. Shri S.R.Sayal ceases to be Company Secretary & KMP of the Company w.e.f. 28.02.2023 on account of superannuation.

13. Shri Ratan Mani Sumit was appointed as a Company Secretary & KMP of the Company w.e.f. 01.03.2023.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of your Company as on 31.03.2023 are: -i) Shri Sultan Ahmed, Chief Financial Officer (CFO) ii) Shri Ratan Mani Sumit, Company Secretary (CS) Apart from the above, no other Director (including Independent Directors) or KMP were appointed or had retired or resigned during the Financial Year 2022-23 and till the date of approval of Directors Report by the Board of Directors. Details of Board of Directors are given separately in the Corporate Governance Report.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provisions of Section 152 of the Companies act, 2013 read with Article 66 F of the Articles of Association of the Company Shri P.K.Purwar, CMD and Shri V.Ramesh, Director (Technical) retire by rotation at the 37th Annual General Meeting to be held on 29.09.2023 and being eligible, offer themselves for reappointment. Brief particulars of director seeking re-appointment together with their Directorships in other Companies and Committee Memberships have been given in the Annexure to the Notice of 37th Annual General Meeting in pursuance to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standards 2 issued by ICSI.

COMMITTEES OF THE BOARD

The Company has Five Board Level Committees as on 31.03.2023:-

1. Audit Committees.

2. Nomination & Remuneration Committees.

3. Stakeholders Relationship Committee.

4. Enterprise Risk Management Committee

5. Corporate Social Responsibility Committee

Details of terms and reference of the Committees, attendance of Directors at meeting of the Committees are provided in the Report on Corporate Governance, a part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to gratefully acknowledge the help, guidance and support received from Department of Telecom (DoT) and various Ministries of the Government of India. Your Directors are especially grateful to its Bankers, all stakeholders and investors including bondholders, for their continued patronage and confidence reposed in the company. The Directors would like to express their thanks for the sincere hard work and dedicated services rendered by every employee of the company. The Board is confident that with the employees continued enthusiasm, initiatives and dedicated efforts, your company could face the new challenges and opportunities arising out of the resultant competition from private operators in the Cellular Mobile, Basic Telephone, Internet services, FTTH and other Value Added services.

	For and on behalf of the Board of Directors
	Sd/-
	(P. K. PURWAR)
	CHAIRMAN & MANAGING DIRECTOR
PLACE: NEW DELHI
DATE:11-08-2023