Ortel Communications Ltd Directors Report.

Dear Members,

Your Directors are hereby pleased to present the 24thAnnual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2019.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

Pursuant to the orders of Honble National Company Law Tribunal (NCLT), New Delhi Bench, Corporate Insolvency Resolution Process (CIRP) has been initiated in respect of Ortel Communications Limited (“the Company”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“the Code”) with effect from 27th November, 2018.

In this connection, Mr. Anil Bhatia was appointed as Interim Resolution Professional of the Company and subsequently on 07.01.2019, the Meeting of Committee of Creditors was convened and in the said meeting the Committee of Creditors proposed to replace the Interim Resolution Professional and the same was approved through e-voting. That the Honble Adjudicating Authority vide its order dated 01.02.2019 (received on 07.02.2019) approved the appointment of Mr. Srigopal Choudhary as Resolution Professional to carry out the activities relating to CIRP as per the rules, regulations and guidelines prescribed by the Code for the management of the affairs of the Company Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional.

(a) The management of the affairs of the company shall vest in the Resolution Professional.

(b) The powers of the Board of Directors company shall stand suspended and be exercised by the Resolution Professional.

(c) The officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

(d) The financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relating to such accounts furnish all information relating to the company available with them to the Resolution Professional.

FINANCIAL HIGHLIGHTS

Pursuant to notification dated February 16, 201S issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) with effect from April 01, 2017. Accordingly, financial statements for the year ended March 31, 2019 have been prepared in accordance with the recognition and measurement principles laid down in the Ind AS prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting standards generally accepted in India.

A summary of your Companys financial performance is given below:

Rs. In Crores

Particulars

Standalone

Consolidated

For the year ended

For the year ended

March 31

March 31

2019 2018 2019 2018
Total Revenue 114.76 186.19 114.76 186.19
Operating Expenses 113.47 142.23 113.47 142.23
Earnings Before Interest, Depreciation, Tax & Amortization (EBIDTA) 1.29 43.96 1.29 43.96
Interest and Financial Charges 21.04 29.20 21.04 29.20
Earnings before Depreciation, Tax & Amortization (EBDTA) -19.75 14.76 -19.75 14.76
Depreciation, Amortization & other exceptional expenses 31.48 31.20 31.48 31.20
Earning Before Tax (EBT) -51.23 -95.26 -51.23 -95.26
Tax 0 0 0 0
Earning After Tax (EAT) -51.23 -95.26 -51.23 -95.26

STATE OF COMPANYS AFFAIRS AND OPERATIONAL RESULTS

The highlights of the Companys performance are as under:

• Total revenue was Rs.114.76 Cr compared to the previous years total revenue of Rs.186.19 Cr

• EBITDA stood at Rs.1.29 Cr compared to Rs. 43.97 Cr of corresponding previous financial year.

• Earning Before Tax (EBT) for the period is Rs.(S1.23) Cr as compared to Rs.(9S.26) Cr of last fiscal.

• Earning After Tax (EAT) stood at Rs.(S1.23) Cr as compared to Rs.(9S.26) Cr of last fiscal.

• EPS stood at Rs.(1S.70) as compared to Rs.(31.28) of last financial year.

BUSINESS/OPERATIONAL REVIEW

The Year 2018-19 has been a challenging year for the Company due to delay in collections, higher competitive intensity in the market as well as issues pertaining to debt payment and company gone into CIRP Process. Not with standing this, your company has demonstrated healthy growth in revenues from cable TV business on a year-on- year basis (Y-o-Y) during the year under review.

Members will be happy to know that in spite of all the difficult situations, EBITDA have been positive during the year under review.

The Management reviewed the details of receivables and took a firm step by creating provision of Rs.41.41 million against doubtful receivables, declaring bad debts of Rs. 78.6S million and Company has not issued Any credit notes during the year under review. This amount is primarily on account of disruption of services during the process of digitization and acquisition of local operators.

SEGMENT REVENUE CONTRIBUTION

The contribution of each income stream to the total revenue is as below:

Cable TV services : 64%
Data Services : 10%
Infra-structure leasing : 8%
Carriage fees : 15%
Others : 3%

SEGMENT WISE ANALYSIS

i) CABLE TV SERVICE

During the year, TRAI implemented the New Tariff Order (NTO) from 1st February, 2019. The NTO is set to dramatically change the distribution landscape in India. It will bring in far greater transparency and overall it will be good for all stakeholders, leading to fair share allocation of subscription revenues within the stakeholders.

Some of the key features for the NTO are as below:

• Every broadcaster is required to declare the maximum retail price (MRP) of its pay channels on a-la-carte basis. However, such MRP shall be uniform for all types of addressable systems.

• Every Broadcaster must declare a distribution fee at a minimum of 207 of the MRP of pay channel or bouquet of pay channels which can be upto 3S7. o In addition to the distribution fee, Broadcasters may offer discounts to distributors which cannot exceed 1S7 of the MRP of pay channels or bouquet of pay channels. However, in no

• case, the sum of distribution fee declared by a broadcaster and discounts offered can exceed 3S7 of the MRP of pay channel or bouquet of pay channels, as the case may be.

• Every broadcaster should publish, on its website, the Reference Interconnection Offer (RIO) containing the information such as MRP of its pay channels and bouquet of pay channels, distribution fee, discounts etc.

• Every broadcaster is required to enter into written interconnection agreements on the basis of the RIO published by it for providing signals of pay channels to a distributor of television channels.

• Similarly, every distributor of television channels is required to publish RIO on its website for carrying a channel on its distribution network. Such RIO must necessarily contain the information such as target market, rate of

• Carriage fee, manner of calculation of carriage fee etc.

• The rate of carriage fee has been capped at Re.0.20 per Standard Definition channel and Re. 0.40 per High Definition Channel. The manner of carriage calculation is as prescribed in the regulations. The distributor can offer a discount on the carriage fee. However, such discount cannot be more than 35%.

• Every distributor is required to enter into written agreement, on the basis of its published RIO, with the broadcaster for carrying television channels in respect of which the request has been received from such broadcasters.

• Any other kind of fee for a channel such as marketing fee, placement fee etc. between two service providers should be made part of interconnection agreement and reported to the Authority.

• It is mandatory for MSOs to enter into a written agreement with LCOs before providing the signals. Such interconnection agreement must comply with the standard provisions as per the Model Interconnection Agreement (MIA)/ Standard Interconnection Agreement (SIA) as prescribed by the Authority.

During the year under review, your company continued to be a dominant player in the Cable TV market in Odisha and has continued to consolidate its position in the states of Chhattisgarh, Andhra Pradesh and Telangana.

As on 31.03.2019, the total Cable TV customer base is 4,29,290 (Previous Year: 7,66,980) which is a de-growth of 44% growth over previous year.

With internationally used "Last Mile" model implemented by your Company, digitization of entire CATV subscribers and completion of integration process in the newly acquired locations, the Company is hopeful of continuing growth in the customer base in the future.

ii) BROADBAND SERVICES OPERATION

The total Broadband subscriber base as on 31.03.2019 is 17,329 (Previous Year: 50,086). With competition across the Industry, the broadband growth significantly reduced during the year. However, your Company is hopeful of increasing the growth trend of customer base in the coming years with the launch of new competitive plans, higher data speed and better technology including service.

Your Company has successfully launched broadband plans starting from Rs.99 per month which will counter the plans launched by the Telecom players in the 4G and LTE space. In addition to this, the DOCSIS 3.0 plans will have speeds up to 100 Mbps with One Terabyte of usage option. To offer better experience broadband speed to the customers, your Company has withdrawn all the schemes where the download speed was below 2 Mbps. With aggressive ATL and BTL marketing, your company expects to grow the Broadband numbers in the coming financial year. Your company is using HFC network architecture, which can easily be upgraded to FTTH topology in future. Your company is currently providing FTTH for pure data usage. With the implementation of new technology, high speed data service and aggressive marketing strategy, the Company is well placed to cater to the growing demand. Considering both cable TV and broadband together, your company has achieved total RGU base of by the end of the current year 4,46,619 (previous year 8,17,066), a de-growth of 4S%. It is important to note here that in line with your companys philosophy of operating on "Last Mile" Model, 90% companys RGUs are on its own last mile network.

iii) INFRASTRUCTURE LEASING

Over the last few years, your Company is pursuing infrastructure segment as another major revenue generating stream by leasing out its own infrastructure to corporate clients for their communication requirement and has leased out to various corporates a total of 1,374 kms (Previous Year: 1,556 kms) as on 31 March, 2019, a reduction of 12% over the previous year.

HOLDING, SUBSIDIARIES 8 ASSOCIATES

The Company has one subsidiary as on March 31, 2019 incorporated during the year 2018 to provide internet services. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial Statements of the Companys subsidiary in Form AOC-I is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, is available on the website of the Company http:/ /www.ortelcom.com/investor-relations.html.

In accordance with the provision of Section 129(3) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules,2014, as amended, the Company has prepared its consolidated financial statements including its subsidiary company, which forms part of this report. The financial position and performance of the subsidiary company of the Company, is annexed to this report.

Any shareholder interested in obtaining a physical copy of the aforesaid financial statements may write to the Company Secretary at the Registered Office of the Company.

Further, please note that the said financial statements will also be available for inspection by the Members of the Company at the Registered Office of the Company during business hours from 10:00 A.M. to 6:00 P.M. on all working days except Sundays and National Holidays.

DIVIDEND

Your company is under Corporate Insolvency Resolution Process (CIRP) since 27th November, 2018 and has reported losses for the year under review; hence no dividend has been recommended by the Resolution Professional for the financial year 2018-19.

TRANSFER TO RESERVES

As no dividend is proposed due to losses, so no amount is recommended to be transferred to General Reserve.

SHARE CAPITAL

The movement of the share capital during the year under review is as follows:

Particulars Equity Share Capital (in Rs.)
At the beginning of the year i.e. as on April 01, 2018 30,47,69,000
Equity shares allotted during the year on 22nd May, 2018 2,50,00,000
At the end of the year i.e. as on March 31, 2019 32,97,69,000
Particulars Preference Share Capital (in Rs.)
At the beginning of the year i.e. as on April 01, 2018 0
Preference shares allotted during the year on 12th April, 2018 10,00,00,000
At the end of the year i.e. as on March 31, 2019 10,00,00,000

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there were no material changes in the nature of the business of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements prepared and annexed in accordance with Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of (Accounts) Rules, 2014 and Guidelines issued by Securities and Exchange Board of India (SEBI) also forms Companies part of this Annual Report.

REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

EXTRACT OF THE ANNUAL RETURN

An extract of annual return for the financial year ended on 31st March 2019 in Form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-I forming part of this Report.

STATUTORY AUDITORS

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s Haribhakti & Co., LLP, Chartered Accountants, Kolkata has completed its first term of S years as permitted under the said section. The Resolution Professional of the Company has proposed not to appoint M/s Haribhakti & Co., LLP, Chartered Accountants, Kolkata for a 2nd term of 5 years but recommended for the appointment of M/s K. Prasad & Co., Chartered Accountants (Firm Registration No. 303062E) as Statutory Auditors of the Company. M/s K. Prasad & Co., Chartered Accountants, Kolkata will hold office for a period of five consecutive years from the conclusion of the 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting to be held in 2024. The first year of audit will be of the financial statements for the year ending 31st March, 2020.

M/s K. Prasad & Co., Chartered Accountants (Firm Registration No. 303062E) have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, An ordinary resolution seeking members approval on appointment of M/s K. Prasad & Co., Chartered Accountants (Firm Registration No. 303062E), as the Statutory Auditors of the Company for a period of five consecutive years is included at Item No.3 of the Notice convening the Annual General Meeting.

OBSERVATIONS OF THE AUDITORS

Observations of the Auditors on the Annual Accounts of the Company forms part of the Auditors Report. The observations made in their report when read together with the relevant notes to the accounts are self-explanatory.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Kumar Suresh & Associates, Gurugram, a firm of Practicing Company Secretaries was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2018-19.

CS Suresh Kumar Yadav, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and the same has been annexed to the Boards Report and marked as Annexure-2. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory.

The Resolution Professional has also reappointed M/s Kumar Suresh &Associates, Gurugram, as Secretarial Auditor for FY 2019-20 who is eligible for such reappointment to conduct Secretarial Audit of your Company.

COST AUDITOR

Terms of M/s NIRAN & CO., Cost Accountants, Bhubaneswar, Odisha who were reappointed as Cost Auditor of the Company for Financial Year 2018-19 expired on 31st March, 2019.

The Resolution Professional has approved their reappointment for FY 2019-20 and their remuneration shall be ratified by the members in the ensuing Annual General meeting.

INTERNAL AUDITOR

Terms of M/s SCM & Associates, Chartered Accountants, Bhubaneswar, Odisha who were reappointed as Internal Auditor of the Company for Financial Year 2018-19 expired on 31st March, 2019.

The Resolution Professional has not approved their reappointment for financial year 2019-20 but appointed M/s SBN & Associates, Chartered Accountants, Cuttack as internal auditors of the Company for financial year 2019-20.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to meetings of the Board of Directors and General Meetings respectively, have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(S) of the Companies Act, 2013, the Resolution Professional hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the directors have selected such accounting policies and applied them consistently and made judgment and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2019 and of the profit or loss of the company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) 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 and

f) 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your Company has not given any loans or guarantee or made any investments under Section 186 of the Companies Act, 2013.

PARTICULARS OF LOANS/ ADVANCES OR INVESTMENTS OUT STANDING DURING THE FINANCIAL YEAR

Disclosure on particulars relating to loans advances and investments outstanding during the financial year is disclosed

in note no S, 6, 7 & 14 under Notes to Financial Statement forming part of the financial statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions pertaining to the pre CIRP period entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis and were reviewed and approved by the Audit Committee and Board and contracts/arrangements/transactions pertaining to the post CIRP period were reviewed and approved by the Committee of Creditors (“COC”). During the year, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. All the transactions made on arms length basis are being reported in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-3.

The policy on dealing with Related Party Transactions can be viewed athttp://www.ortelcom.com

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING MANAGING DIRECTOR

In compliance with the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the performance evaluation of the Board, its Committees and individual Directors including Managing Director were carried out during the year under review.

Independent Directors in their separate meeting evaluated performance of Board as a whole, non-independent Directors and Chairperson of the Board.

Further, based on the appraisal report of the individual Directors both for self and other Directors, Board carried out evaluation of Independent Directors, Managing Director and all its committees.

The evaluation framework for assessing the performance of Directors comprises of the following parameters:

• Attendance of Board Meetings and Board Committee Meetings

• Contribution at meetings

• Guidance/support to Management

• Relationship with Board and Committees

• Degree of participation etc.

Since the powers of the Board of Directors has been suspended w.e.f. 27.11.2018 pursuant to the orders of Honble National Company Law Tribunal (NCLT) dated 27.11.2018, evaluation of Board has not taken place post to that period.

RISK MANAGEMENT

Risk management has always been an integral part of the corporate strategy which complements the organizational capabilities with business opportunities, robust planning and execution. The Company through a process of management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation practice, manages the potential risks. A detailed regular exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. A Risk Management Committee of the Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same.

More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Managements Discussion and Analysis section, which forms part of this Report.

DEPOSITS

During year under review, your company has neither invited nor accepted any Fixed Deposits from the public.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration of their independence in terms of Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD OF DIRECTORS

Three meetings of the Board of Directors were held on May 22, 2018, August 10, 2018 and September 12, 2018 during the year under review. Since the powers of the Board of Directors have been suspended w.e.f. 27.11.2018 pursuant to the orders dated 27.11.2018 of Honble National Company Law Tribunal (NCLT), thereafter, no meetings were conducted by the Board of Directors. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

BOARD COMMITTEES

The Board has constituted various committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Share Allotment committee, Finance Committee, Corporate Social Responsibility Committee and Risk Management Committee etc., to enable better management of the affairs of the Company, with terms of reference in line with provisions of Companies Act, 2013 and SEBI LODR Regulations.

Since the powers of the Board of Directors has been suspended w.e.f. 27.11.2018 pursuant to the orders dated 27.11.2018 of Honble National Company Law Tribunal (NCLT), the powers of the various committees have also been suspended w.e.f. the same date and no meetings have since been conducted.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Preferential Allotments

a. During the year, the Company made Preferential allotment of 2S,00,000 Equity Shares at Rs.3S/- per share amounting to Rs.8,7S,00,000/- to Odisha Television Limited and BP Developers Private Limited- both entities belonging to Existing Promoter Group.

b. During the year, the Company made Preferential allotment of 1,00,00,000 Non-Convertible, Cumulative & Redeemable Preference Shares at Rs.10/- per share amounting to Rs.10,00,00,000/- to Indian Metals & Ferro Alloys Limited.

There were no significant material changes and commitments, affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of its report.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not allotted Equity Shares to any employees of the Company under Ortel Employee Stock Option Scheme, 2015 (“ESOS 2015”) and As per ESOS 2015, an Ortel Employee Welfare Trust was executed by the Company to acquire shares of the Company from secondary market for offering them to the eligible employees in future as per the direction of Nomination & Remuneration Committee of the Board. During the year under review, the Trust has not acquired any equity shares of the Company from the secondary market. The details of disclosure form part of the Corporate Governance.

DIRECTORS

During the year under review, Mr. Jyoti Bhusan Pany and Mr. Joseph Puliparambil have been resigned from the Board as Non-Executive-Independent Director with effect from 12.09.2018 and Mr. Debaraj Biswal has been resigned from the Board as Non-Executive-Independent Director with effect from 26.09.2018. The Board acknowledges the valuable contributions rendered by them during their tenure as NonExecutive-Independent Director of the Company and places on record their deep appreciation for the insightful perspectives and suggestions provided by them at the meetings of the Board/Committees.

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152 (6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company.

To meet the requirement of provisions of Section 152 (6) of the Companies Act, 2013 and Article 149, 150, 151 and 152 of the Article of Association, the Managing Director or the whole time Director shall not, while he/she continues to hold that office, be subject to retirement by rotation under Article 151 but he/she shall be subject to the provision of any contract between him/her and the Company be subject to the same provisions as to the resignation and removal as the other Directors of the Company and he/she shall ipso facto and immediately cease to be a Managing Director or Whole-time Director if he/she ceases to hold the office of Director for any cause, provided that, if at any time the number of Directors (including the managing Director or Whole-time Director) as are not subject to retirement by rotation shall exceed one-third of the total) number of the Directors for the time being then such of the Managing Director or Whole-time Director or two or more of them as the Directors may from time to time determine shall be liable to retirement by rotation in accordance with the Article 151 to the intent that the number of Directors not liable to retirement by rotation shall not exceed one-third of the total number of Directors for the time being. However, he/she shall be counted in determining the number of Directors to retire (save as otherwise provided in a contract in terms of provisions of the Act or Rules made hereunder or in a resolution passed by Board or Shareholders of the Company).

In view of the above Ms. Jagi Mangat Panda, Managing Director of the Company is retiring at the ensuing Annual General Meeting. Your Directors and the Resolution Professional have recommended her reappointment in the ensuing AGM.

During the year under review, no other changes took place in the composition of the Board of Directors of the Company.

The composition of the Board of Directors of the Company is in compliance with the applicable norms

DECLARATION OF INDEPENDENCE

All the Independent Directors of the Company have given their respective declarations stating that they meet the criteria prescribed for independence under the applicable laws and in the opinion of the Board, all the independent Directors of the Company meet the said criteria.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Satynarayan Jena, CFO of the Company has resigned from the post as CFO w.e.f. 28th February, 2019 and no other changes took place in the composition of the Key Managerial Personnel of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Pursuant to the orders of Honble National Company Law Tribunal (NCLT), New Delhi Bench, Corporate Insolvency

Resolution Process (CIRP) has been initiated in respect of Ortel Communications Limited (“the Company”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“the Code”) with effect from 27th November, 2018. Accordingly the company is under moratorium period as per the IBC.

Besides the above, to the best of our knowledge, there seems to have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations. However, members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements.

PARTICULARS OF EMPLOYEES

Information as per section 197 and Rule S(1) & S(2) of the

Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided as Annexure-4.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Listing Regulations details in respect of the shares lying in the Ortel Communications Limited-Unclaimed Suspense Account till 31st March 2019 are as under:

Description No of shareholders No. of shares
(i) Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April, 2018 1 7S
(ii) Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2018-19 0 0
(iii) Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2018-19 0 0
(iv) Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 31st March 2019 1 7S

CORPORATE GOVERNANCE

The Company is committed to maintain the highest Standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations, Management Discussion and Analysis, Certificate regarding Compliance of conditions of Corporate Governance and Certificate by CEO & CFO forms an integral part of this Report as Annexures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations 201S the Report on Management Discussion and Analysis is annexed to this report and forms part of the Annual Report.

POLICY ON CODE OF CONDUCT

The Company has laid down a "Code of Conduct" for all Board members and Senior Management Personnel. Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations 201S, the Declaration by the Resolution

Professional affirming the compliance with the Code of Conduct is attached to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 8 OUTGO

The Company is a Multi System Operator (MSO) and is carrying on business of, inter alia, providing Cable TV and Broadband services along with other value added services. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are nil / not applicable.

Further, your Company, being a service provider, requires minimal energy consumption and Company takes all possible measures to ensure optimal use of energy, avoid wastages and conserve energy as far as possible. Following are the energy conservation measures being taken by Company over a period of time to ensure minimum energy consumption and technology absorption:

Conservation of Energy:

1. The steps taken or impact or conservation of energy • Conservation of RF, Optical, Electrical and fuel energy is being accomplished by your company in economically responsible and beneficial ways by using power efficient equipment, broadband HFC network, provisioning system, ergonomics in the cable layout, cleanest and state of art technologies.-

• Increasing deeper fiber by using Broadband HFC network in star structure has resulted less power consumption.

• Applying the strongest feasible energy efficiency standards to network upto electronics, RF products and signal quality.

2. The steps taken by the company for utilizing alternate sources of energy.
3. The capital investment on energy conservation equipment.

Technology Absorption:

1. The efforts made towards technology absorption. • Your company is one of the MSOs in India which has started Triple Play services over Broadband HFC network. It has chosen best, economical and state of art technologies.

• Your company uses Cable Modem Technology for high speed Internet access. The Company is also using Metro Ethernet ("MEN") and Ethernet over Cable (EoC) technology which engages different network topology for providing high speed data service at a lower cost.

• Your company has also adopted digital video technology to deliver qualitative video and audio using MPEG-2 and MPEG-4 Technology. Your company has also started HD TV services and offers HD channels to its subscribers in select markets.

• Your Company has also introduced high speed broadband technologies such as DOCSIS 3.0 to cater to subscribers who have increased Video led Internet Consumption. HD video content viewings as well as increased download speeds are the main benefits of DOCSIS 3.0 technology. DOCSIS 3.0 allows for a much higher through put compared to the earlier versions by using multi-channel bonding simultaneously for download/upload. This technology has been widely used in Europe and USA by leading ISPs.

• Your company is also using HFC architecture, which can easily be converted or upgraded to FTTH. Your company is currently undertaking trial with FTTH for pure data usage.

2. The benefits derived like product improvement, cost reduction, product development or import substitution.
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):-
a. the details of technology imported;
b. the year ofimport;
c. whether the technology been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
e. The expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNINGS 8 OUTGO

The particulars of expenditure and earnings in foreign currency are provided in notes to financial statements.

CERTIFICATIONS

Your company has been certified and recertified by Bureau

Veritas Certification (India) Pvt. Ltd. (BVQ.I) to confirm with ISO 9001:2008 standardization for both cable and data services for Bhubaneswar, Cuttack, Rourkela and Sambalpur operational sites.

Your company has also received certification from BECIL (TRAI appointed Certifying Agency) for its digital Encryption and Subscriber Management System of digital services. Your company is the first of its kind in India to receive such certification.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 13S of the Companies Act, 2013 the Company has constituted the CSR committee to formulate, implement and monitor the CSR Policy of the Company. However as the Company does not have average net profits for the three years immediately preceding financial years, the Company was not required to make any expenditure on CSR activities during financial year 2018-19 as specified under Section 13S(S) of the Act. Hence the information on CSR activities as required under Section 13S(S) of the Act and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, has not been provided by the Company, for the financial year 2018-19.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The Company has a well laid down, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Board of Directors has appointed M/s SCM & Associates, Chartered Accountants as the Internal Auditor of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Internal Auditors findings are discussed on aquarterly basis and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

The Company has also its own Internal Audit Department. Internal Audit team under the guidance of head of Internal Audit conduct various checks, audit and submit their report to the management and is responsible for implementing adequacy of internal control both in terms of financial and operational control.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy that aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2018-19.

PERSONNEL 8 INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Plan referred to in this Report.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor any Directors of the Company receive any remuneration or commission from its subsidiary.

CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The Company is under CIRP and information pertaining to the process is available at the Companys website www.ortelcom.com

ACKNOWLEDGEMENTS AND APPRECIATIONS

The Resolution Professional wish to express appreciation of the support and co-operation of the Committee of Creditors (CoC), various departments of Central and the State Governments, Directors, Bankers, Financial Institutions, Suppliers, Employees, Associates, Contractors and Subcontractors.

Place: Kolkata
Date: August 16, 2019
Srigopal Choudhary
Resolution Professional
For Ortel Communications Limited (under CIRP)
Address - Flat 7J Tower -3 South City
37S P.A.S. Road Kolkata - 700068
Registration No- IBBI/IPA-001/IPP-01238/2018-19/11893