ortel communications ltd Directors report

Dear Members,

Your Directors are pleased to present the 26^th Annual Report and the Audited Financial Statements of the Company for the financial year ended 31^st March, 2021.

Updation on Corporate Insolvency Resolution Process (CIRP)

Pursuant to the orders of Honble National Company Law Tribunal (NCLT), New Delhi Bench, in the matter of Ortel Communications Limited (the Company) based on the application filed by Sony Pictures Networks India Pvt. Ltd., an operational creditor of the Company, Corporate Insolvency Resolution Process (CIRP) has been initiated in respect of Ortel Communications Limited ("the Company") under the provisions of Section 9 of the Insolvency and Bankruptcy Code, 2016 ("the Code") with effect from 27th November, 2018. Mr. Anil Bhatia (Reg. No. IBBI/IPA-001/IP-P00587/2017-18/11027) was appointed as Interim Resolution Professional ("IRP") to carry on the functions of an IRP, as defined under the provisions of the IBC, until replaced by the Resolution Professional ("RP"). The Committee of Creditors (CoC) in its meeting held on 07th January, 2019 had passed a resolution proposing to replace the IRP and appoint Mr. Srigopal Choudhary (Reg. No. IBBI/IPA-001 /IP-P01238/2018- 2019/11893) as the RP which was confirmed by NCLT vide its order dated 1^st February, 2019 to carry out the activities relating to CIRP as per the rules, regulations and guidelines prescribed by the Code.

Pursuant to the order, the management of affairs and powers of Board of Directors of the Company are now vested with the Resolution Professional ("RP") who is appointed by the Committee of Creditors ("CoC").

The NCLT has also declared a moratorium for the Corporate Debtor (Ortel) as per Section 14 of IBC, 2016 on the Insolvency Commencement date till the CIRP process is over. During the CIRP, Resolution Plans ("Resolution Plan") was received by the Resolution Professional and the Resolution Plan was placed before the CoC for approval and the approved Resolution Plan was filed with the Honble NCLT, New Delhi on 26^th August, 2019 for approval under Section 31 of the Code. The application filed by the Resolution Professional for approval of Resolution Plan is currently pending adjudication before the Adjudicating Authority. In terms of Section 25 of the Code, the Company is continuing to operate as a going concern. Where at any time during the Corporate Insolvency Resolution Process period, if the Adjudicating Authority approves the resolution plan under sub-section (1) of section 31 or passes an order for liquidation of Corporate Debtor under section 33, the moratorium shall cease to have effect from the date of such approval or liquidation order, as the case may be.

As per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional:

1. The management of the affairs of the company shall vest in the Resolution Professional.

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

3. 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.

4. 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

 

	Rs. In Crores
Particulars	Standalone		Consolidated
	For the year ended March 31		For t he year ended March 31
	2021	2020	2021	2020
Total Revenue	70.70	89.32	70.70	89.32
Operating Expenses	66.02	95.03	66.02	95.04
Earnings Before Interest, Depreciation, Tax & Amortization (EBIDTA)	4.68	-5.71	4.68	-5.72
Interest and Financial Charges	0	0	0	0
Earnings before Depreciation, Tax & Amortization (EBDTA)	4.68	-5.71	4.68	-5.72
Depreciation, Amortization & other exceptional expenses	26.64	29.14	26.64	29.14
Earning Before Tax (EBT)	-21.96	-34.85	-21.96	-34.86
Tax	0	0	0	0
Earning After Tax (EAT)	-21.96	-34.85	-21.96	-34.86

Performance Review

1. On a standalone basis, the total revenue was Rs.70.70 Crore compared to the previous years total revenue of Rs.89.32 Crore.

2. EBITDA stood at Rs.4.68 Crore compared to Rs. (5.81) Crore of corresponding previous financial year.

3. Earning Before Tax (EBT) for the period is Rs. (21.96) Crore as compared to Rs.(34.85) Crore of last fiscal.

4. Earning After Tax (EAT) stood at Rs.(21.96) Crore as compared to Rs.(34.85) Crore of last fiscal, and

5. EPS stood at Rs.(6.66) as compared to Rs.(10.57) of last financial year.

Indian Accounting Standards

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone and Consolidated Financial Statements of the Company for the Financial Year 2020-21 have been prepared as per Ind AS.

Global health pandemic from Covid-19

The world is going through a strange time. A time that forces us to be careful at every step, because what we do now, will have a significant influence on the future. Therefore, in FY 2020-21, when the Covid-19 pandemic first broke, enforcing social distancing to contain the spread of the disease, our corporate office and all location offices have been operating with minimal staff for extended periods of time. To effectively respond to and manage our operations through this crisis, the Company has opted online collections from customers like previous financial year. In keeping with its employee-safety first approach, the Company quickly instituted measures to trace all employees and be assured of their well-being and switch to work from home model for some of the employees. Proactive preparations were done in our work locations during this transition to ensure our offices were safe. We want to assure you that even in these uncertain times, your Company is living up to its commitment of providing seamless service to its customers while taking adequate measures to mitigate risks and take care of its employees, assets and communities. This response has reinforced customer confidence in Ortel and many of them have expressed their appreciation and gratitude for keeping their businesses running under most challenging conditions.

As an organization, our external communication has had to transition to the new virtual models as well. Events such as the quarterly results, all management meetings, meeting of Resolution Professional and the Annual General Meeting have all been executed successfully through video conferencing (VC).

Business/Operational Review

The year 2020-21 has been a challenging year for the Company due to a severe cyclonic storm Amphan hit the Odisha coast on 16th May, 2020. This cyclone has damaged our network; equipments in various locations of Odisha and also caused partial damages to all our facilities in the coastal region and peripheral areas. It took 2 to 3 months to restore our network, as a result of which customers in local areas were without signal. Also due to the global pandemic of Covid-19 our collections, sales, customer grievance services etc. has been affected. Notwithstanding this, your company has demonstrated an EBIDTA positive business and the operating income on a year-on-year basis (Y-o-Y) during the year under review.

The Management reviewed the details of receivables and took a firm step by creating provision of Rs.59.63 million against doubtful receivables, declaring bad debts of Rs.2.51 million and Company have issued credit notes of Rs.80.55 million during the year under review. This amount is primarily on account of disruption of services due to Global pandemic of Covid-19, Cyclone Amphan hit coastal Odisha and acquisition of local operators.

Segment Revenue Contribution

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

Income stream	Contribution(%ge)
	2019-20	2020-21
1 Cable TV services	74%	73%
2 Data Services	6%	6%
3 Infra - structure leasing	9%	7%
4 Carriage fees	3%	3%
5 Others	8%	11%
Total	100%	100%

Segment wise analysis (I) Cable TV Service

During the year under review, your company continued to provide last mile service as well as franchise model of Cable Television Service in Odisha and Andhra Pradesh/Telangana.

The Cable Television business strategy for FY21 focussed around taking forward transformation brought by the implementation of the New Tariff Order (NTO) in March 2019 and transparency to end customers and providing them with the freedom to watch television of their choice and enabling LCO partners to increase their business. Ortel introduced App based franchise pre-paid collection during the year.

As on 31.03.2021, the total Cable TV customer base is 3,76,329 (Previous Year: 3,92,698), which is a de-growth of 4% over previous year. Out of the above total, enable cable TV customers as on 31.03.2021 is 2,10,809 (Previous Year: 2,60,742), which is a de-growth of 19% 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 in achieving growth in the customer base in the future. E-Invoicing system developed to facilitate GST Compliance.

By the implementation of the New Tariff Order (NTO) from 1st February, 2019 by TRAI, 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.

(II) Broadband Services Operation

The total Broadband Subscriber Base as on 31st March 2021 stood at 20,994 in comparison to previous year 19,066. Company has witnessed a growth of 10% over last year. Limited Growth is due to Global pandemic of Covid-19, Cyclonic storm "Amphan" hit coastal Odisha badly affected our Network, high competition in retail segment as multiple new Broadband Service Providers have entered the market etc.

During the year under review we had significant growth in FTTH Business. We have substantially increased the download limit from 250GB to 500GB under 25Mbps Plan; 500GB to 1250GB under 50Mbps Plan, looking at the market scenario & to compete with the Major Telecom Players. We have an aggressive ATL and BTL Marketing Plan in place & expect to grow the Broadband/FTTH figures in the coming financial year. Also new competitive plans, higher data speed and better technology are in pipeline for the coming financial year.

With the implementation of high speed Data Service & Aggressive Marketing Plan, 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 31st March 20213,97,323 (Previous year 4,11,764 ), a de-growth of 4%. 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

Infrastructure Leasing (IFL) being a major product of your company to leased its Dark Fibre (existing/new) to all telecom giants including corporates having a huge business opportunities and major revenue generating stream in our all operated locations and in this business segment a total of 1127.85 kms (Previous Year:1164.20 kms) as on 31 March, 2021, a reduction of 3% over the previous year. Reduction in billing length is due to delay in payment to O&M vendor, man power issues across the locations to give service within MTTR as per market standard, Material availability, issue in payment to purchase vendor, issue in link implementation even after received wok orders, disconnection due to service issue etc.

In spite of your Companys continued focus to grow in this segment but steep competitive players in the market, one of major customer reneged to contract and adverse financial constraints, Company could only achieve Rs.445.42 lakhs of revenue (Previous financial year Rs.817.35 lakhs) as on 31 March, 2021 a reduction of 46%. Infrastructure has placed your company in better position than peers and able to increase in revenue in coming years.

Holding, Subsidiaries & Associates

The Company has one subsidiary as on March 31, 2021 which was incorporated on 28th February, 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-1 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 including 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 / invest or- 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 AM to 6:00 PM on all working days except Sundays and National Holidays.

Dividend

Your company is under Corporate Insolvency Resolution Process since 27th November, 2018 and has reported losses for the year under review; no dividend has been recommended by the Resolution Professional for the financial year 2020-21.

Transfer to Reserves

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

Public Deposits

The Company has not accepted/renewed any public deposits during the year under review under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Share Capital

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31st March, 2021 the Authorized Share Capital of the Company was Rs.101,00,00,000/-. The Paid-up Share Capital of the Company as on 31st March, 2021 was Rs.42,97,69,000/- divided into Rs.32,97,69,000/- Equity Share Capital and Rs.10,00,00,000/- Preference Share Capital and during the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

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

In terms of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, Consolidated Financial Statements of the Company prepared in accordance with Accounting Standards issued by Institute of Chartered Accountants of India, are attached and forms part of the 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 2021 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-1 forming part of this Report.

Statutory Auditors

M/s K. Prasad & Co., Chartered Accountants (Firm Registration No.303062E) were appointed as Statutory Auditors of the company vide application filed by the Resolution Professional in CA No.825/C-III/ND/2019 under Rule 11 of the NCLT Rules 2016 and as confirmed by the Honble NCLT, vide order dated 02.12.2019 as Statutory Auditors of the Company for a period of five years from Financial Year 2019-20 to 2023-24 that means from the conclusion of the 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting to be held in the year 2024. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

Observations of the Auditors

Disclaimer of Auditors on the Annual Accounts of the Company forms part of the Auditors Report. The disclaimers 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 management 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 ended 2020-21.

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 2021-22 who is eligible for such reappointment to conduct Secretarial Audit of your Company.

Cost Auditor

Terms of M/s NIRAN & CO., Practicing Cost Accountants, Bhubaneswar, Odisha who were reappointed as Cost Auditor of the Company for Financial Year 2020-21 expired on 31st March, 2021. The Resolution Professional has approved their reappointment for FY 2021-22 and their remuneration shall be ratified by the members in the ensuing Annual General Meeting.

Internal Auditor

Terms of M/s SBN & Associates, Chartered Accountants, Cuttack, Odisha who were appointed as Internal Auditor of the Company for Financial Year 2020-21 expired on 31st March, 2021. The Resolution Professional has approved their reappointment for financial year 2021-22 with same terms and conditions.

Secretarial Standards

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

Directors Responsibility Statement

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Resolution Professional hereby state:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2021, 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;

ii. that they have selected such accounting policies and applied them consistently and made judgment and esti mates 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, 2021 and of the profit or loss of the company for the year ended on that date;

iii. that they 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;

iv. that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2021 on a going concern basis;

v. that they 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

vi. that they had 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

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

Further, the details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of Annual Report.

Particulars of loans/advances or investments outstanding during the Financial Year

Disclosure on particulars relating to loans advances and investments covered under Section 186 of the Companies Act, 2013 outstanding during the financial year are disclosed in the notes to the financial statements forming part of this Annual Report.

Particulars of contracts or arrangements with Related Parties

All contracts/arrangements/transactions with related parties referred to in Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on an arms length basis and were reviewed and approved by the Resolution Professional.

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 at www.ortelcom.com.

Performance evaluation of Board, Committees and individual Directors including Managing Director

As the Company is under CIR Process, the powers of the Board of Directors continue to remain suspended and the affairs of the Company are being conducted by the Resolution Professional. Consequently, no meeting of the Directors was held during the Financial Year 2020-21 for evaluation of Board, Committees and Individual Directors.

Board Evaluation

As the Company is under CIR Process, the powers of the Board of Directors continue to remain suspended and the affairs of the Company are being conducted by the Resolution Professional. Consequently, no meeting of the Directors was held during the Financial Year 2020-21 for such evaluation.

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 Company 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.

Whistle Blower Policy

The Company has adopted a Whistle Blower Policy as stipulated under Section 177(9) of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 to report the genuine concerns of the employees and Directors. The whistle blower policy adopted by the Company is hosted on Companys website at www.ortelcom.com.

Declaration given by Independent Directors

No Independent Directors have given declaration of their independence in terms of Section 149(6) of the Companies Act, 2013 and regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (Listing Regulations) and relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014, since the powers of the Board of Directors have been suspended w.e.f. 27.11.2018 pursuant to the orders dated 27th November, 2018 of Honble National Company Law Tribunal (NCLT) passed under Insolvency & Bankruptcy Code.

Meetings of Board of Directors

The powers of the Board of Directors continue to be suspended and no Board/Committee meetings were held during the Financial Year under report as the Company is under CIR Process. The powers of Board of Directors are being exercised by the Resolution Professional in accordance with Sections 17 and 23 of the Insolvency Code from 27th November, 2018. Further details are given in the Corporate Governance 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. 27th November, 2018 pursuant to the orders dated 27th November, 2018 of Honble National Company Law Tribunal (NCLT), the powers of 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

There were no changes in the share capital of the Company during the year under review and 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

The changes in the Board of Directors upto 27.11.2018 have already been covered in the 24th Annual Report. 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

Retirement by rotation

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 Resolution Professional has recommended her reappointment in the ensuing AGM.

Declaration of Independence

As the Company is under CIR Process, the powers of the Board of Directors continue to be suspended and are being exercised by the Resolution Professional in accordance with Sections 17 and 23 of the Insolvency Code from 27th November, 2018, hence, no 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 no changes took place in the composition of the Key Managerial Personnel of the Company. The details about the Whole-time Key Managerial Personnel are given in the Corporate Governance Report which forms part of the Annual Report.

Significant and material orders by the Regulators or Courts

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(12) of the Act and Rule 5(1) & 5(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 2021 are as under:

Description	No of share holders	No. of shares
(0) Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April, 2020	1	75
(ii) Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2020-21	0	0
(iii) Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2020-21	0	0
(iv) Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 31st March 2021	1	75

Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

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 Schedule V of SEBI LODR Regulations, Management Discussion and Analysis, Certificate regarding Compliance of conditions of Corporate Governance and Certificate by 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 2015 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 2015, 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 & Outgo

Conservation of Energy is an ongoing process in the Companys activities. 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, and 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.
2. The steps taken by the company for utilizing alternate sources of energy.	• Increasing deeper fiber by using Broadband HFC network in star structure has resulted less power consumption.
3. The capital investment on energy conservation equipment.	• Applying the strongest feasible energy efficiency standards to network upto electronics, RF products and signal quality.

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.
2. The benefits derived like product improvement, cost reduction, product development or import substitution.	• 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.
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):-	• 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.
a. the details of technology imported;	• 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 throughput 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.
b. the year of import;	• 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.
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 & 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) Private Limited (BVQI) 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 135 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 2020-21 as specified under Section 135(5) of the Act. Hence the information on CSR activities as required under Section 135(5) 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 2020-21.

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 Resolution Professional has appointed M/s SBN & 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. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment.

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 not received any complaint of sexual harassment during the financial year 2020-21.

Personnel & 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 Resolution Professional 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 CIR Process and information pertaining to the process is available at the Company website at www.ortelcom.com

Acknowledgements and Appreciations

The Resolution Professional wish to express appreciation of the support and co-operation of the various Departments of Central and the State Governments, Bankers, Financial Institutions, Customers, Vendors, Suppliers, Employees at all levels, Associates, Contractors and Sub-contractors and Committee of Creditors (CoC).

	Srigopal Choudhary
	Resolution Professional
	For Ortel Communications Limited (under CIRP)
	Address - Flat 7J Tower -3 South City
Place: Kolkata	375 P.A.S. Road Kolkata - 700068
Date: June 30, 2021	Registration No- IBBI/IPA-001/IPP-01238/2018-19/11893