Punjab Commun. Director Discussions


Your Board have pleasure in presenting the Forty Second Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2023 along with Independent Auditors Report thereon and Secretarial Audit Report for the financial year under report.

Particulars

2022-23 2021-22

Gross Income

1861.25 1864.72

Expenditure

2729.86 3186.66

Exceptional item

693.85 Nil

Total expenditure

3423.71 3186.66

Profit before tax

-1562.46 -1321.94

Profit/(Loss) after tax

-1562.46 -1248.79

Other comprehensive Income/(Loss)

-14.10 -23.09

Total Comprehensive Income/(Loss)

-1576.56 -1271.88

Dividend

Nil Nil

Paid up equity

1202.36 1202.36

Profit/(Loss)appropriated to General Reserve

Nil Nil

Profit/ (Loss) Account (Retained Earnings)

-7546.38 -5969.82

Reserves (Including Capital Reserves)

659.36 2235.93

Net Property Plant and Equipment & Investment Property

388.83 411.79

Capital employed

2286.96 4111.87

Earning/(Loss) per share (in Rs.)

-13.00 -10.39

Cash earning/(loss) per share (in Rs.)

-12.80 -10.55

Book value per share (in Rs.)

15.50 28.62

Web-link of Annual Return

The copy of Annual Return pursuant to the provisions of sub-section(3) of Section 92 of the Companies Act, 2013 is placed on the website of the company and web link of annual return is: http://www.puncom.com/?id=110

Meetings

During the year, Six Board meetings were duly convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as “Listing Regulations") and Secretarial Standards (SS)-1 on Meetings of Board of Directors.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the Financial Year ended 31st March, 2023; the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts for the Financial Year ended 31st March, 2023, on a going concern basis; and

e) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Frauds reported by Auditors u/s 143(12)

Your company has complied with all the provisions of Section 143 of the Companies Act, 2013. Hence, there are no frauds reported by the Auditors other than those which are reportable to the Central Government. Further, no fraud has been reported to the Central Government.

Declaration by Independent Director(s)

All the Independent Directors on the Board of Puncom have given their respective declaration under Section 149(7) that they meet the criteria of independence, as per the provisions of sub-section (6) of Section 149 of Companies Act, 2013 along with Regulation 16 (b) & Regulation 25 of SEBI Listing Regulations. All the independent directors of the company has declared that they have registered themselves with databank of Independent Directors as maintained by Indian Institute of Corporate Affairs in compliance with Rule 6(1) of Companies (Appointment & Qualification of Directors) Rules, 2014. Accordingly, the Board has formed a satisfactory opinion regarding integrity, expertise and experience of the independent directors after undertaking due assessment of the veracity of the declaration made by them.

All the independent directors of your company except Dr. Neelu Jain, are not required to pass the online proficiency selfassessment test and falls under the exemption category. Dr. Neelu Jain has registered herself with Independent Director Online Databank in year 2022 and accordingly she is required to pass the test within two (2) years of her registration. Companys Policy relating to Directors appointment, payment of remuneration and discharge of their duties:

Pursuant to MCA notification G.S.R. 463 (E) dated 05th June, 2015, our company, being a government company is exempted from the given requirement. However, the company has in place a nomination & remuneration policy covering the aspects as provided under Section 178(3) of the Companies Act, 2013 and is available on the website of company at http://www. puncom.com/?id=107

Explanations or comments by the Board on qualification(s), reservation(s) or adverse remark(s)or Matter of Emphasis are as follows:

Management Reply to Statutory Auditors Remarks

M/s Raj Gupta & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company for the Financial Year 2022-23. Following are the Key Audit Matters and Emphasis of Matters as pointed out by the Auditors in their Independent Audit Report dated 30th May, 2023.

a) Key Audit Matters

The company has reflected the value of Investment in Bonds of UPCSMFL at cost. Further, the principal amount of Bond is fully guaranteed by the UP State Government, but due to the protracted litigation, the time of recovery is indeterminable. [Also Refer note 3, 5 and 41(a)]

Management remarks on Key Audit Matters - Principal amount of Bonds of UPCSMFL are fully guaranteed by U P State Government. State of Uttar Pradesh has offered a One Time Settlement (OTS), however there is no decision on OTS as of now. Since the matter is sub - judice, the time of recovery is indeterminable. Refer Note 3, 5 and 41(a) of Balance Sheet.

b) Emphasis of Matters

(I) Accounting Policy 1(b) : Regarding certain items of income and expenditure which have been accounted for as and when these are incurred, ascertained or settled. During the year under Audit, no entries deviating from the Accrual basis of accounting were noticed

(II) As per the information and explanations given to us, the company has been selected for Disinvestment by the Cabinet Committee on Disinvestment, Government of Punjab. During the FY 2019-20, the Directorate of Public Enterprises and Disinvestment, Government of Punjab had appointed M/s Resurgent India Limited, Gurgaon (Haryana) as Transaction Advisor for Puncom Disinvestment. During the financial year 2020-21, the Government of Punjab has closed the submission of “Expression of interest" (EOI) by eligible bidders on 1st February 2021. Further, as part of the Disinvestment, the company was in the process of Due Diligence activity. For this purpose, DPED had approved the site visit from the period 21/06/2021 onwards till 12/07/2021 i.e. within a three-week period to carry out the due diligence. Accordingly, due diligence was conducted during the given period. As informed, Subsequent to the site visit, certain queries were raised to Puncom, which were addressed. Thereafter, certain queries were raised with the Director Industries and Commerce which were replied to as informed. Further, during the FY 2022-23, the services of Transaction Advisor, M/s Resurgent India Limited have been decided to be dispensed with by the Directorate of Public Enterprises and Disinvestment, Government of Punjab and other modalities regarding the same be worked out as per the agreement and its clauses.

(III) Receivable & payable are shown in the Balance Sheet which significantly consists of Trade receivable and trade payable is subject to confirmation. (Refer to note no. 9 & 21 of notes to accounts of Standalone financial statements).

Statutory Auditors opinion is not modified on the matters mentioned in Key Audit Matters and in items (1) to (3) in Emphasis of Matters hereinabove.

Management Remarks on Emphasis of Matter:

Notes to accounts forming part of Annual Accounts are self-explanatory & exhaustive to the remarks of Auditors in their report dated 30th May, 2023. Hence, the Management Reply to Auditors Remarks/ Key Audit Matters and Emphasis of Matters is not required.

Particulars of Loans and Guarantees under Section 186 of the Companies Act, 2013

The particulars with respect to Loans and Guarantees under Section 186 of the Companies Act, 2013: NIL

Particulars of Related Party Transactions

Under Companies Act, 2013: Puncom has not entered into any Related Party Transaction as per the provisions of Section 188(1) of the Companies Act, 2013 during the financial year under report. The required form AOC-2 has been appended as Annexure 1 to this report.

Further, the disclosures related to Related Party Transactions are also detailed in Note-12 and Note-39 of Notes to Accounts of Financial Statements for the year ended 31st March, 2023. There are no materially significant related party transactions which have potential conflict with the interest of the Company.

Under Regulation 34(3) of Listing Regulations, 2015: Puncom has not entered into any Related Party Transaction as per the Listing regulations and the disclosures as per Schedule V of the said regulations are as follows:

1. Loans and advances in the nature of loans to subsidiaries

NIL

2. Loans and advances in the nature of loans to associates

NIL

3. Loans and advances in the nature of loans to firms/companies in which directors are interested

NIL

4. Acceptance of any amount in the form of loans and advances in the nature of loans from its holding company

NIL

There are no transactions of the company with any person or entity belonging to promoter/promoter group holding 10% or more shareholding in company during the financial year under review.

State of the Companys Affairs

During the Financial Year 2022-23, Puncom has tried its best to grab maximum volume of work from Railway, Power Sector and from private parties. Most of tenders floated by Railway were for composite work i.e. Bought out items and Outdoor OFC Work, Trenching, Laying and Termination of OFC. Component of Puncom make products was negligible in these tenders. In Power sector like PLCC we have limited options for participation in tenders due to lack of major device protection coupler. Besides this, the company has participated in new technology tenders of Southern Railways, IPMPLS of value 28 crore, results are awaited. Puncom is now making efforts to make some inroads in new technology products, VoIP and Surveillance by impaneling RDSO/ TEC approved companies that will help to attract more business.

Corporate Plan/ Market Scenario of our products

No doubt the market share of Puncom products is reduced but Puncom is still trying with some relevant products. Following is the market status of our products.

• LMU (Line matching unit)- It is low cost product used to couple the high frequency communication signal to high voltage power line. Puncom is very competitive in this product compared to our competitors and supplying it to different states power transmission companies. This product being the outdoor unit has a life so power transmission companies have to replenish it after some time. New state transmission corporations to be explored where it can be sold.

• PLCC (Power line carrier communication)- Puncom is having analog PLCC system whose demand is on decline , but due to low cost compared to digital PLCC, some power transmission companies are still opting it. This product is normally deployed with Protection coupler which Puncom has to outsource from other companies. To compete, Puncom is searching other new low cost protection coupler manufacturer.

• V-Mux (Versatile Multiplexer)- It provides full range of managed voice and data services in E1 stream used by Railways at different locations. But as Railways is upgrading to higher number of ports and speed, this product is also losing demand. Puncom is getting orders of this product in small quantity where higher end equipment is not required. As Railways has shifted to voice communication on VOIP and backbone communication on IPMPLS. Puncom has empanelled companies for Integrated multiplexer and IP-MPLS routers to execute railway projects.

• CCEO (control communication equipment for OFC)- This product was developed a few years back for railways and we got a few orders on zone basis demand and criterion as some other zones are opting other ways of communication. ( like IP/Ethernet based products)

• Power Plant (48V/25A charger)-Railways is buyer of this product and still in demand but cost of product is higher compared to the competitors. Puncom is trying to reduce its cost by 20% to 25% by finding alternatives of costly components so as to sell it at competitive rate.

As our products are in low demand, Puncom is exploring railway zones and Power transmission subdivisions where small quantity orders can be sought. Puncom is undertaking annual maintenance/repair contracts of their own products from various customers which contributes good revenue. It also highlights that Puncom is always ready to support after sale. Telecom Scenario in India and Puncom approach

For Indian telecommunications industry, 2022 was a significant year, with the services taking another generational leap with the launch of 5G services in the country. The digital infrastructure industry stood up to the challenge and commenced the task of densification of networks, so demand of devices which support 5G primarily focusing in areas like smart class rooms, precision farming, intelligent transportation and healthcare is increased. Government of India has launched the production linked incentives scheme to give incentives on basis of domestic manufacturing of telecom and networking products. Presently Puncom main customers are Railways and Power transmission corporations (center & states). Most of products were developed before 2010, now they are not technologically competitive but there are some areas where customer demand is low cost solution, Puncom is supplying their products (like PLCC and Multiplexer)to such areas. Areas where high end product is required, Puncom is bidding by empanelling the manufacturers e.g. IP-MPLS system.

Reserves

Due to losses in the current year, no amount was carried over to Reserves and Surplus. Instead, the reserves have been utilized to the extent of Rs 1576.56Lacs.

Dividend

Owing to losses during the FY 22-23, the Directors of the company do not recommend any dividend for the Financial Year 2022-23. Material changes and Commitments after the close of the Financial Year

The particulars with respect to material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year i.e. 31st March, 2023 till the date of this report i.e. 10th August, 2023 under Section 134(3)(l) of the Companies Act, 2013 is as follows:

The company has offered the Second VRS Scheme on 15.11.2022 which was closed on 15.03.2023 to its eligible employees in line with Punjab Govt. guidelines and a total of 8 no. of employees have opted for VRS Scheme. The VRS application of those 8 employees were accepted and they were relieved from the services of the company after serving till 2nd April, 2023. There is an impact of approx. Rs. 261.77 lacs on account of Ex Gratia on the financial position of the company in the financial year 2023-24 on account of Second VRS liability, towards these eight employees which was duly paid within a period of 60 days of relieving as per statue & VRS Scheme in May, 2023 along with their retirement dues.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

a) Conservation of Energy

i) Steps taken & impact on conservation of energy:

Steps taken:

We have continued with the practice of switching off the supply to the areas where the normal lights are not required or where the production work is not taking place. There are approximately 3000 tube lights in our building-B-91, which we are slowly and steadily changing to LED tubes.

Impact:

The consumption has reduced due to the above measures taken.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

Efforts are made from time to time towards technology absorption, adoption and innovation.

ii) Benefits derived:

Company is able to achieve significant cost reduction and improvement in the products.

iii) Technology imported (during the last three years) : NIL
Details of technology imported : N/A
Year of Import : N/A
Whether the technology has been fully absorbed : N/A
If not absorbed, areas where absorption has not taken place and reasons thereof : N/A

iv) Expenditure incurred on Research and Development

Particulars

2022-23 (Current Year) 2021-22 (Previous Year)

Capital

NIL NIL

Recurring

NIL NIL

Total R&D expenditure as a percentage of total turnover

NIL NIL

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year 2022-23 in terms of actual inflows and actual outflows is given as follows:

Particulars

2022-23(Current Year) 2021-22(Previous Year)

EARNINGS

F.O.B Value of Exports NIL NIL

OUTGO

i) CIF Value of Import of Raw Materials 36.25 46.40
ii) Components & Spares NIL NIL
iii) Capital Goods NIL NIL
iv) Repair & Maintenance (P&M) imports NIL NIL
v) Foreign travel & others NIL NIL

Risk Management Policy

The requirement of establishing Risk Management Committee is not applicable to our company. However, the Risk Management Policy is still in place and was amended to incorporate the provisions of Regulation 21 of SEBI (Listing

Obligations and Disclosure Requirements), Regulations, 2015.

Corporate Social Responsibility (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, every company having net worth of Rupees Five Hundred crore or more or turnover of Rupees One Thousand crore or more or a net profit of Rupees Five crore or more during any financial year is required to spend in every financial year at least 2% of the average net profits made during the three immediate preceding financial years on CSR activities. We would like to inform you that as per applicable provisions of Companies Act, 2013, there is average net loss and accordingly CSR provisions were not applicable during the year under review.

Composition of Committees of the Board

The Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee are duly constituted as per applicable provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the details of which are mentioned in the Corporate Governance report annexed herewith.

(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements section of our report of even date).

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Punjab Communications Limited (“the Company") as of 31st March 2023 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation, and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of Standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with the authorizations of management and directors of the company; and.

(3) Provides reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our knowledge and according to the explanation given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting, and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of Internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR RAJ GUPTA & CO.

Chartered Accountants FRN:000203N

CA Sandeep Gupta (Partner)

M.No.-529774

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations read with subsequent MCA notification G.S.R. 463 (E) dated 5th June, 2015, the Board evaluation procedure is not applicable on us (exempted to Govt. Cos.),however there is a system in place for evaluation of performance of the Board, its committees and individual directors. The Nomination and Remuneration Committee considered the exemption provided to the Government Companies and decided that without taking the benefit of the exemption, the members shall voluntarily evaluate the performance of the directors during the Financial Year 2022-23. Further, the members decided to evaluate the performance of the KMPs only during the Financial Year 2022-23, as the committee members due to their roles & responsibilities have very less interaction with the Senior Management/ HODs of the Company, thus their evaluation is not possible by the committee. The performance of Independent Directors was evaluated by the entire Board (except by the Director being evaluated) in their 219th Meeting held on 30thMay, 2023.

Change in the nature of business

During the year 2022-2023, there was no significant change in the nature of Business of the Company. The company only expanded its operations as per the amended Objects Clause of the Memorandum of Association of the Company.

Directors and Key Managerial Personnel

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with related rules, the Key Managerial Personnel of the company as on the date of report are as follows:

1. Sh. Mohinder Pal, IAS, SR. VC & Managing Director

2. CA Ramesh Goel, Chief Financial Officer

3. CS Pratima Yadav, Company Secretary

Following changes, in the constitution of Board of Directors, took place during the period under review up to10th August, 2023 on account of change in nomination by Punjab Information & Communication Technology Corporation Limited (Punjab Infotech) and otherwise from time to time.

Sr.No. Name

Designation

Period of Directorship

1. Sh. Dilip Kumar, IAS

Chairman

18.04.2022 to 22.05.2023

2. Sh. Sibin C, IAS

Sr. Vice Chairman

05.05.2022 to 11.07.2022

3. Smt. Neelima, IAS

Sr. V.C & Managing Director

09.11.2021 to 05.05.2022

4. Sh. Uma Shankar Gupta, IAS

Managing Director

05.05.2022 to 29.11.2022

5. CMA J.S. Bhatia

Whole-time Director

24.05.2018 to 31.08.2022

6. Sh. Satinder Pal Singh, IAS (Retd.)

Independent Director

26.09.2018 to 08.11.2022

7. CA D.K. Singla

Independent Director

25.03.2022 & continuing

8. Dr. Neelu Jain

Independent Director

25.03.2022 & continuing

9. Sh. Mohinder Pal, IAS

Sr. Vice Chairman & M.D*

11.07.2022 & continuing

10. CA Ramesh Goel

Whole-time Director

09.08.2022 & continuing

*Sh. Mohinder Pal, IAS was appointed as Director on the Board in the capacity of Sr. Vice Chairman of the company w.e.f. 11th July, 2022 and later on re-designated as Sr. Vice Chairman & Managing Director on the Board of Puncom w.e.f. 2nd December, 2022.

In terms of Section 152 of the Companies Act, 2013, CA Ramesh Goel shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Details of Puncoms Subsidiaries

Puncom has one immaterial subsidiary, namely M/s Punjab Digital Industrial Systems Limited which has been ordered by the Honble Punjab and Haryana High Court to be wound up on 20th February, 2009. All the formalities in this regard for the company has been completed. However, it is pertinent to point out that with the existence of National Company Law Tribunal (NCLT) / National Company Law Appellate Tribunal (NCLAT), the winding up case has been transferred from Honble Punjab

& Haryana High Court to NCLT / NCLAT. The National Company Law Tribunal (NCLT) is yet to issue the dissolution order in respect of subsidiary company namely M/s Punjab Digital Industrial Systems Limited.

Deposits

The particulars with respect to Deposits under Section 73 of the Companies Act, 2013 are: NIL.

Details of Significant and Material orders passed

During the financial year under report, no significant order(s) was/were passed by Courts, Tribunals affecting the going concern status and operations of the company in future.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. A report on the Internal Financial Controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013, as given by the Statutory Auditors of the Company, forms part of the Independent Auditors Report as Annexure B.

Non-maintenance of Cost Records

The disclosure with respect to maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly no such accounts and records are made and maintained.

Disclosure under IBC

There is no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review. Accordingly, the status as at end of current Financial Year may be treated as NIL.

Disclosure on difference in valuation during OTS

No fresh loans were taken from Banks and Financial Institutions during the reporting period. Accordingly there is NIL difference between valuation done at time of one time settlement and valuation done while taking loan from Banks or Financial Institutions. Vigil Mechanism/Whistle Blower Policy

The company has its “Vigil Mechanism/Whistle Blower Policy" in place. In accordance with the requirements of Regulation 4(2)(d)(iv) and Regulation 22 of Listing Regulations read with under Section 177 of the Companies Act, 2013, Sh. R.S. Main, heading the QA Division, has been appointed as Vigilance and Ethics Officer. The web link for the policy is http://www. puncom.com/?id=107

Disclosure relating to Remuneration of Directors and KMP:

A. Disclosure under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year under report:

S. No. Name of the Director

Median Remuneration of employees (Rs. In lacs) Ratio
1. Sh. Mohinder Pal, IAS 9.80 NIL
2. Sh. Uma Shankar Gupta , (IAS)* NIL

3. CMA Jagdeep Singh Bhatia**

5.89:10

4. CA Ramesh Goel

6.34:10

* Sh. Uma Shankar Gupta, IAS ceased to be Managing Director on the Board of Puncom w.e.f. 29th November, 2022 on account of nomination withdrawn by Punjab Infotech

** Sh. Jagdeep Singh Bhatia ceased to be the Director on the Board of Puncom w.e.f 1st September, 2022.

b) Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: There are three KMP covered under this and details are;-

1. CMA Jagdeep Singh Bhatia, CFO (Retired on 31.08.2022), having increase of 2.06 % in remuneration during the year Vis a Vis previous year.

2. CA Ramesh Goel, CFO (Joined the Company during the year on 09.08.2022). No increase in remuneration applicable during the year.

3. CS Madhur Bain Singh, CS having an decrease of 4.75 % in remuneration during the year Vis a Vis previous year. Remuneration exclude LTA, Leave Encashment and Gratuity.

c) Percentage increase in the median remuneration of employees in the Financial Year 2022-23: 7.20%

d) Number of permanent (regular) employees on rolls of the Company as on 31/03/2023:153 (includes ten employees sent on deputation to other government departments)

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration is equivalent to the rate of inflation declared by state for the purpose of D.A. The Company, being Public Sector Undertaking (PSU) of Punjab follows applicable pay-scales as per the service rules as amended from time to time through wage revision agreement executed with union from time to time and duly approved by the Board of Directors of the Company, uniformly for all its employees as per the respective designation and tenure of employee with the company.

f) Affirmation that the remuneration is as per the remuneration policy/service rules etc. of the company: Yes, the remuneration is as per remuneration policy/service rules/requisite approvals of the company.

B. Disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The list of the top ten employees in terms of remuneration drawn is as follows:

Sr. No. Name

Designa tion Remuneration received FY 2022-23. (Rupees)* Nature of employment (whether contractual or otherwise) Qualifications and Experience Date of Commencement of Employment Com- plet- ed Age in years Last em ploy- ment held Percent age of equity shares held Whether relative of any director or manager if so, name of such director/ manager)

1 Mr. Rupinder S Mainee

Assistant Vice Presi- dent 32,80,111 Regular B Sc , MBA 37 Years 09.03.1989 57 Delta Ham- lin Ltd Nil No

2 Ms. Raminder Kaur**

Addional GM 20,81,939 Regular BE (Electronics) and PGDOM. 30 Years 08.07.1993 50 Nil Nil No

3 Mr. Madhur Bain Singh**

Sr. Manager 20,04,546 Regular MA (Geography), PGDCA, CS 25 Years 01.10.2004 52 Glob al Knit- fab Limit ed Nil No

4 Ms. Indu Walia

AGM 17,24,556 Regular MSc(Phys- ics),PGDBA (Operation),MCA 31 Years 30.09.1991 54 Nil Nil No

5 Mr. Jagdeep Singh Bhatia (retired on 31.08.2022)

Dy. Vice President 16,64,811 Regular B.Com., ICWA 41 years 01.07.1988 58 CDIL Nil No

6 Mr. Sudhir Dhand

Sr. Manager 16,12,718 Regular B. Tech (ECE) 31 Years 03.09.1991 54 Nil Nil No

7 Mr. Kapil Kumar

AGM 16,03,169 Regular MCA 26 Years 10.02.1997 50 Nil Nil No

8 Mr. Ramesh Goel

CFO 15,45,161 Contractual B.Com, FCA 29 years 09.08.2022 56 DCM Limit ed Nil No

9 Mr. Ashok Kumar

Sr. Manager 15,30,417 Regular Diploma (ECE) & AMIE 35 years 26.03.2004 56 Reli ance Info- corn Limit ed Nil No

10 Ms. Geeta Dutta

Sr. Manager 14,72,196 Regular DIP(ECE), 37 years 07.12.1985 56 Nil Nil No

includes Leave Encashments LTAavailed by the employees as per Service Rules of the company. However, does not include Gratuity on Retirement / Relieving and ex gratia at the time of VRS paid to Employees.

** Opted for VRS

There are no such employees who have been paid annual remuneration of Rs. 102.00 lacs or above and a monthly remuneration of Rs. 8.50 lacs and above in case of employee worked for less than a year.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 34(2)(e) of Listing Regulations is appended as Annexure 2 and is an integral part of this report.

Corporate Governance Report

The Corporate Governance Report for the year under review as stipulated under the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as Annexure 3 and is an integral part of this report. Secretarial Audit Report

The Board pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Vishal Arora, Practicing Company Secretary, having Membership No.FCS 4566 to conduct Secretarial Audit for the FY 2022-23.

Mr. Vishal Arora, Practicing Company Secretary have carried out the Secretarial Audit for the financial year ended March 31, 2023 and the Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure 4 and forms part of the report.

Compliance with applicable Secretarial Standards

The Company has duly complied with all applicable secretarial standards as referred under Section 118 of Companies Act 2013 and as issued by ICSI during the year under review.

Sexual Harassment of Women at Workplace: Internal Committee

In compliance with the provisions of Section 21 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (Act) and Rules made thereunder, the Company has constituted Internal Complaints Committees (ICC). During the year, No complaint with allegations of sexual harassment has filed with the Company. As a routine, three workshop or awareness programme against sexual harassment were carried out during the financial year under report.

Cautionary Statement

Certain statements in the Boards Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable laws, rules and regulations. Actual results might differ from those expressed or implied. The statements and figures made in this report is based on the inputs as received from respective divisions of the company.

Important factors that could make a difference to the Companys operations include labour and material availability, prices, cyclical demand and pricing in the companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors. Further, the Disinvestment/Sale of Assets process of the Company is also a major factor that could make a difference to the viability of the Company or Companys operations.

The Company is not under any obligation to publicly amend, modify or revise any such forward looking statements on the basis of any subsequent developments, information or events.

Acknowledgement

The Board places on record its gratitude to various State Transmission Corporations, Department of Railways, PGCIL and other esteemed customers in India and abroad. The Board also places on record its gratitude to various banks associated with the company especially SBI/ Indian Bank (Allahabad Bank) for their interest, continuous help and co-operation for smooth functioning of the Company. The Board also places on record its gratitude to the Punjab Information and Communication Technology Corporation Limited (PICTCL/Punjab InfoTech), the Holding Company, for its guidance and support.

The Board also places on record its appreciation for continuous support and amicable relations with various government authorities viz. Income Tax Department, Goods and Services Tax Department, Excise and Customs Department, PF &Labour Department and Ministry of Corporate Affairs (Registrar of Companies, Chandigarh), Securities Exchange Board of India, BSE etc.

We are thankful for continuous support of our esteemed customers all through & also continuous support of shareholders, bankers and stakeholders, including the business associates as they reposed undoubting faith in the Company.

The Board in particular acknowledges the co-operation of esteemed shareholders for their constant support and for the confidence reposed in the Management of the Company.

For and on behalf of the Board of Directors

Place : S.A.S. Nagar

Date. : August 10, 2023

Mohinder Pal, IAS Ramesh Goel

Sr. VC & MD CFO/ Director