TeleCanor Global Ltd Directors Report.

Your Directors hereby present the 27th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended 31st March, 2019 is summarised below:

(Amount in Lakh)

FINANCIAL RESULTS 2018-19 2017-18
Income from Operation including other Income 0.00 6.57
Total Expenditure 166.54 139.91
Gross Profit/(Loss) after Interest (166.54) (133.34)
Depreciation 27.27 27.27
Profit/(Loss) After Tax (193.81) (160.61)

DIVIDEND

Your Directors have not recommended any dividend in view of the loss in the present financial year. There is a loss of 193.81 Lakhs in the current financial year against a loss of 160.61 Lakhs in the previous financial year. The main reason behind the loss as the company is yet to start its operations as the legal issue that is in the process of being resolved.

RESERVES AND SURPLUS

During the financial year under review, Rs. NIL was transferred to the General Reserve. The balance in Reserves and Surplus as at 31st March, 2019, stood at Rs. 193.81 Lakhs (previous year Rs 160.61 Lakhs).

BUSINESS OPERATIONS & OUTLOOK

The Company is mainly in the business of providing ancillary services to the telecom industry, however the sector is still not encouraging and also there is lack of available prospects in the said industry and also the same is not visible at this point of time. However the company is marketing its IVR Systems and Core banking. The Company is also putting its best possible efforts to expand its VAS business.

SHARE CAPITAL OF THE COMPANY

The authorised share capital of your company as on 31st March, 2019 was Rs.12,00,00,000 (Rupees Twelve Crores only) divided into 1,20,00,000 equity shares of Rs. 10/- each fully paid up.

The paid up equity share capital of your Company as on 31st March, 2019 was Rs. 11,39,09,140 (Rupees Eleven Crore Thirty Nine Lakhs Nine Thousand One Hundred and Forty only) divided into 1,13,90,914 equity shares of the face value of Rs. 10/- each fully paid up.

RISKS AND AREAS OF CONCERN

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company had no subsidiary, joint venture and associate company during the year under review.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form No MGT-9 is annexed to this report as "Annexure A".

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company, none of the Directors of the Company, retires by rotation at the ensuing Annual General Meeting of the Company.

(b) Appointment

There was no change on Board of Directors of the company during the year 2018-19. The Board of Directors of the Company has appointed Mrs. Nalgonda Sujatha (DIN: 08482301) as a Non- Executive Independent Director of the Company with effect from 29th May, 2019 who holds office upto the date of the ensuing Annual General Meeting of the Company. The Company has received notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013 proposing his candidature for the office of the Director of the Company. Your Board recommends his appointment as a Independent Director not liable to retire by rotation. Brief resume of the Director proposed to be appointed/re-appointed as stipulated under Regulation 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice convening the 27th Annual General Meeting of the Company.

c) Cessation

There was no change on Board of Directors of the company during the year 2018-19. Mrs. Chintala Kavitha, Non-Executive Independent Director of the company, resigned from Directorship of the Company with effect from 29th May, 2019. The Board places on record its appreciation for the valuable services rendered by her during her tenure as a Director of the Company.

d) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty Lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives-holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

e) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-executive Directors and Executive Directors. The Board has devised questionnaire to evaluate the performances of Board, Board Committees and individual Directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the respective committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.

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

I. Attendance at Board Meetings and Committee Meetings;

II. Quality of contribution to Board deliberations;

III. Strategic perspectives or inputs regarding future growth of Company and its performance;

IV. Providing perspectives and feedback going beyond information provided by the management

f) Key Managerial Personnel (KMP)

Mr. Dhawal Doshi, Company Secretary is the Key Managerial Personnel of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee has formulated a Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also overviews the Companys internal control and financial reporting process. As on 31st March, 2019, the Audit Committee comprised of Mr. Kameswara Rao Ramoju, Mr. Kuppili Rama Chandra Sekhar and Ms. Pilli Swetha. Mr. Kameswara Rao Ramoju is the Chairman of the Audit Committee. Mr. Dhawal Doshi, Company Secretary of the Company acts as the Secretary of the Audit Committee.

MEETINGS OF THE BOARD

During the financial year 2018-2019, the Board met 4 (Four) times viz. 30.05.2018, 14.08.2018, 14.11.2018 and 14.02.2019. The intervening gap between any two consecutive meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for 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.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arms length basis during the financial year 2018-19.

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

There are no Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

WHISTLE BLOWER/VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s)/employee(s) who avails of the mechanism and also provides for direct access to the

Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly posted on the website of the company at www.telecanor.com .We affirm that during the financial year 2018-2019, no employee or director was denied access to the Audit Committee.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and Rules made thereunder the Members of the Company, vide resolution passed in the 25th Annual General Meeting of the Company held on 29th September, 2017 have appointed M/s S.L.R & Associates, Chartered Accountant (FRN No. 015874S) as the Statutory Auditors of the Company to hold office for a term of five years, from the conclusion of the 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting of the Company to be held in the year 2022.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed CS Sourav Kedia, Practising Company Secretary [C.P.No, 15259], to undertake Secretarial Audit of the Company for the financial year 2018-2019. The Secretarial Audit Report is annexed to this report as "Annexure B".

COST AUDITOR

Our Company is yet to start its operations and hence not meeting the criteria of appointing the cost Auditor. Hence the same is not applicable on our company.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimer neither made by the Statutory Auditor in their Auditors report, there are some qualification remarks raised by the Secretarial Auditor in their Secretarial Audit Report for the financial year 2018-2019.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure C".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report as "Annexure D".

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report of your Company and a Certificate on Corporate Governance Compliance received from M/s S.L.R & Associates, Chartered Accountant, are annexed to this Annual report.

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

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Companys operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and are adequately protected.

PREVENTION, PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an internal complaint committee under section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said committee.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the year under report by the Companys bankers, customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees and workmen at all levels during the year under report.

For and on behalf of Board of Directors

For Telecanor Global Limited

Sd/-

PILLI SWETHA

Managing Director

DIN: 06397865

Date: 3rd September, 2019

Place: Hyderabad.