To
THE SHAREHOLDERS,
MAHANAGAR TELEPHONE NIGAM LIMITED, Dear Shareholders,
Your Directors present the 37th Annual Report of your Company together
with the Financial Statements and the Report of the Auditors as well as Comments of
Comptroller & Auditor General of India (CAG) on the Financial Statements for the
Financial Year ended on March 31, 2023.
PERFORMANCE REVIEW OF MTNL FOR THE FY 2022-23
1. Mobile Network: i) Launching of 4G Services in Delhi and
Mumbai: DoT vide Office memorandum No.30-04/2019-PSU affairs dated 29th Oct 2019 had
informed that GoI in its cabinet meeting held on 23-10-2019 has approved the proposal of
administrative allotment of spectrum for 4G services to BSNL and MTNL among other things
so as to enable these PSUs to provide broadband and other data services. In a modification
to this decision, the Group of Ministers (GoM) constituted on the matter of "Revival
of BSNL and MTNL" approved allocation of 4G spectrum to BSNL in Delhi and Mumbai in
place of MTNL in its meeting held on 21.12.2020. Accordingly, Mobile 4G network is being
planned for roll out by BSNL in Delhi and Mumbai. ii) Mobile Network elements of BSNL such
as OMCR, CNMC, EIR, SSTP, MNP gateway, SPAM filter have been integrated with MTNL mobile
network and are being utilized on need basis. IOR setup for CIOR implementation is being
developed by BSNL for BSNL and MTNL both. This IOR setup is under testing by BSNL and MTNL
team. MTNL DLT platform is in the process of migration to BSNL.
2. Wireline Network: i) Up-gradation of MPLS Network: MTNL
is planning to upgrade entire MPLS network along with the security solution to handle
growing trafficneeds of FTTH and 4G networks. MPLS expansion plan includes 6 Core routers,
78 Edge routers and 150 L-3 Switches. MPLS equipment for MTNL is under procurement as a
part of BSNL's Tender. The Purchase Order for the same has already been placed. The
survey of the sites is underway for installation of the equipment. ii) Firewalls for Data
Centre: The requirement of firewall for CGO Complex Data Centre in Delhi, IT unit Data
Centre at Minto Road Delhi as well as Prabhadevi Data Centre in Mumbai was shared with
BSNL for inclusion in its BSNL's Tender. Purchase Order for the same has already been
placed by BSNL and the Firewalls are going to be deployed soon in the network. iii)
Deployment of Border Network Gateway (BNGs) for broadband network: Keeping in view
upgradation of Broadband Network of MTNL, a need is felt to replace old
Broadband Remote Access Servers (BRASs) with new BNGs having better
capabilities. Accordingly, the requirement of 4 BNGs was sent to BSNL for procurement
through their tender. BSNL has placed the Purchase Order for 4 BNGs and the equipment
shall be deployed in near future. iv) Procurement of OTN: The requirement of backbone
network of MTNL's transmission system is being catered by legacy DWDM equipment. MTNL
plans to augment the backbone network by installing OTN equipment. The requirement of OTN
equipment of MTNL (5 for Delhi and 19 for Mumbai) has been included in BSNL's OTN
Tender, which is in process. v) FTTH Revenue Share Policy: MTNL had worked out, finalized
and made operational the policy to engage partners on revenue share basis to extend its
FTTx services. The Policy has been significantly liberalized so as to attract more enue
share partners. vi) FTTH Rollout Plan: A tender dated 22.01.2021 was floated for
Procurement of GPON based FTTH equipment in Delhi & Mumbai wherein there was provision
for 494 No's of GPON OLT & 21746 No's of GPON ONT. Instruction has been
given to both the units to issue Purchase Order on M/s Tejas Networks as per the
authorization, for the most essential quantity / immediate requirement only as per
direction of CMD. Thus, a total order for the procurement of 64 OLTs and 6000 ONTs in
Delhi and Mumbai has been placed. vii) Procurement of Batteries and Power plants: The
Power plants and batteries are the most important infrastructural items to run network.
There was immediate requirement for replacementof14batterysets in Delhi and 10 sets in
Mumbai. Thematterwas taken up with BSNL for procurement of batteries through their tender.
Accordingly, is in process of placement of orders for urgent requirement of battery sets
MTNL. Requirement of Battery sets and power plants for complete network of MTNL Delhi and
Mumbai is being assessed.
3. Synergy/Integration of Networks between MTNL & BSNL: In
order to reduce the CAPEX and OPEX, several synergy/Integration items have been
identifiedand shared with BSNL to bring out the best possible technical solutions as given
below--i) Integration of BSNL Mobile network nodes with MTNL Mobile network: MNP Gateway,
OMC-R, CNMC, EIR, SSTP, SPAM filterof BSNL has been integrated with MTNL mobile network.
ii) Mobile Service Billing: BSNL has placed a PO for TECH REFRESH of its Wireless billing
application wherein requirement of MTNL Wireless billing would also be catered. Further,
the procurement of servers and other hardware's for Billing is under process iii)
Sharing of NMS for MLLN: BSNL uses an upgraded NMS with latest servers and application
version for managing MLLN network. MLLN network in BSNL and MTNL are of same OEM i.e.
M/sInfinera(earlier M/s Tellabs). Sharing of NMS will lead to substantial saving of
up-gradation cost. BSNL has placed a PO on M/s pertsol long back on 05.08.2021 for
restoring their NOC DR site and for migration and integration of MTNL MLLN network with
BSNL. However, the activities for migration of MTNL
MLLN network has not started yet.
iv) Migration of MTNL landline subscribers on BSNL IMS core through
diversion of spare LMGs from BSNL: Since, the NT switch installed in MTNL based on TDM
technologies have become outdated and obsolete, it was decided to migrate MTNL landline
subscribers on BSNL IMS core through diversion of spare LMGs from BSNL. MTNL had already
successfully conducted the testing of voice and data with BSNL NGN in Delhi and Mumbai
network. Orders for the diversion of about 6 lakhs LMG equipment has been issued by BSNL
for MTNL Delhi and Mumbai which are in the process of diversion and installation at
various exchange locations of Delhi and Mumbai. v) Migration of FTTH VoIP subscribers on
BSNL network: In view of obsolescence of C-DOT IMS Core installed in MTNL's network, it
was decided to shift the MTNL FTTH voice subscribers on BSNL's Network. The migration
has been completed in Delhi and Mumbai. vi) CRM & CDR based Billing System: Common CDR
based Billing system for all fixed line services (BB, FTTH, Landline and Leased circuit)
for BSNL is under implementation in BSNL. A decision is already there to migrate the
billing for all fixed line services of MTNL on BSNL CDR Platform. Further, CB-CRM system
presently being used for wireless billing/IUC and MNP billing in MTNL will also be
migrated to BSNL platform. BSNL has planned the implementation of the same after the
launching of 4G services in Delhi and Mumbai. vii) ILD for Voice & Data services:
Outgoing ILD traffic of MTNL Delhi and MTNL Mumbai is being routed through BSNL Taxes.
FINANCIAL RESULTS OF MTNL FOR THE FY 2022-23
The Standalone Financial Results of your company along with
Consolidated Financial Results for Financial Year 2022-23 is placed as an annexure to this
Report.
The Standalone and Consolidated Financial highlights of your company
for the Financial Year ended March 31st, 2023 are summarized as follows:
|
|
|
Consolidated Result |
|
Standalone Result |
(MTNL, its Subsidiaries, |
|
|
|
JV & Associates) |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income from Operations |
861.57 |
1,069.72 |
935.23 |
1,149.04 |
Expenditures (Excluding
Finance Cost) |
2,030.51 |
2,160.04 |
2,110.80 |
2,239.66 |
Operating Profit/(Loss) |
(1,168.93) |
(1,090.33) |
(1,175.57) |
(1,090.62) |
Other Income |
612.45 |
627.18 |
613.09 |
628.89 |
Finance Cost |
2,354.26 |
2,139.45 |
2,354.38 |
2,139.62 |
Profit/(Loss) before Tax |
(2,910.74) |
(2,602.59) |
(2,916.85) |
(2,601.36) |
Exceptional Items |
|
- |
|
- |
Share of profit/(loss)in
investments accounted for using equity methods |
|
- |
1.24 |
1.15 |
Tax Provision for the Year |
|
- |
(0.50) |
2.91 |
|
|
Consolidated Result |
|
Standalone
Result |
(MTNL, its
Subsidiaries, JV & Associates) |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
Profit/ (Loss) for the Year
from Continuing Operations |
(2,910.74) |
(2,602.59) |
(2,915.11) |
(2,603.12) |
Profit/ (Loss) for the Year
from Discontinuing Operations |
|
- |
|
- |
Profit/ (Loss) for the Year |
(2,910.74) |
(2,602.59) |
(2,915.11) |
(2,603.12) |
Other Comprehensive Income |
(4.48) |
(13.98) |
(0.35) |
(20.63) |
Total Comprehensive Income for
the Year |
(2,915.22) |
(2,616.57) |
(2,915.46) |
(2,623.76) |
Appropriation |
|
- |
|
- |
Interim/ Proposed Final Dividend |
- |
- |
- |
- |
Dividend Tax |
- |
- |
- |
- |
Transfer to/ (from): |
|
- |
|
- |
a) Contingency Reserve |
- |
- |
- |
- |
b) Debenture Redemption Reserve |
- |
- |
- |
- |
SOURCES AND APPLICATION OF FUNDS FOR THE FY 2022-23 ARE GIVEN BELOW: -
SOURCES AND USES OF FUNDS |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Authorised Capital |
10,000.00 |
10,000.00 |
10,000.00 |
10,000.00 |
Issued, Subscribed & Paid
Up Capital |
630.00 |
630.00 |
630.00 |
630.00 |
Other Equity |
(21,472.90) |
(19,286.45) |
(21,484.94) |
(19,298.26) |
Non-Current and Current
Borrowings |
28,174.01 |
26,606.48 |
28,174.01 |
26,606.48 |
Deferred Tax Liability (Net) |
- |
- |
6.60 |
6.99 |
REPRESENTED BY |
|
|
|
|
Property, Plant and Equipment |
2,697.87 |
2,982.74 |
2,761.67 |
3,045.19 |
(Net Block) |
|
|
|
|
Capital Work in progress |
59.49 |
73.98 |
59.49 |
73.98 |
Investment Property |
61.75 |
62.09 |
68.03 |
68.62 |
Intangible Asset (Net Block) |
1,764.31 |
2,097.96 |
1,764.31 |
2,097.96 |
Investment |
106.13 |
106.13 |
3.06 |
3.07 |
Other Assets |
6,945.09 |
6,980.73 |
6,987.43 |
7,027.92 |
Other Liabilities |
4,303.53 |
4,353.62 |
4,318.32 |
4,371.54 |
The Company has prepared this Consolidated and Standalone Financial
Results in accordance with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS)
prescribed under Section 133 of the Companies Act, 2013.There is no revision of Financial
Statements and Boards Report of the Company during the year under review.
AMOUNT, IF ANY, WHICH THE BOARD PROPOSE TO CARRY TO ANY RESERVES
The Company has not transferred any amount to the Reserves in the
absence of any profits during the Financial Year 2022-23.
DIVIDEND
Since there has been no operating profit, the Board of Directors of
your company expresses its inability to recommend any dividend during FY 2022-23. However,
the Company has formulated and adopted Dividend Distribution Policy in terms of Regulation
43A of SEBI (LODR) Regulations, 2015
MA TERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
No Material changes and commitment affecting the financial position of
the company occurred between the end of the financial year to which these financial
statements relate and the date of the report. There has been no change in the nature of
Business of the Company as on the date of the report.
CAPITAL AND DEBT STRUCTURE OF MTNL
During the Financial Year 2022-23, there was no increase in the
Authorized Share Capital of your Company. The Authorized Share Capital as at March 31,
2023 of your company was Rs. 10,000 Crores comprising of 65 Crores of Preference Shares of
Rs. 100 each and 350 Crores of Equity Shares of Rs 10 each. The Paid-up Equity Share
Capital as at March 31, 2023 of your company was Rs. 630 Crores comprising of 63 Crores
Equity Shares of Rs. 10 each.
During the Financial Year 2022-23, your company has neither issued any
shares with differential voting rights nor has granted any stock option or sweats equity
or issued any equity shares or preference shares or any securities which carry a right or
option to convert or issue any Share warrants.
During the Financial Year 2022-23 your company has issued following
Debentures/Bonds: -
1. MTNL has issued 8.00% 61096 (face value Rs. 1000000/-) Unsecured
Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in
the Nature of Debentures Series VIIA/2022 (Date of Maturity - 15-11-2032) on 15-11-2022
amounting to Rs 6109.60 Cr.
2. MTNL has issued 7.87% 27579 (face value Rs. 1000000/-) Unsecured
Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in
the Nature of Debentures Series VIIB/2022 (Date of Maturity - 01-12-2032) on 01-12-2022
amounting to Rs 2757.9 Cr.
3. MTNL has issued 7.78% 16176 (face value Rs. 1000000/-) Unsecured
Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in
the Nature of Debentures Series VIIC/2023 (Date of Maturity - 10-02-2033) on 10-02-2023
amounting to Rs 1617.6 Cr.
4. MTNL has issued 7.80% 3615 (face value Rs. 1000000/-) Unsecured
Rated Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in
the Nature of Debentures Series VIID/2023 (Date of Maturity - 24-02-2033) on 24-02-2023
amounting to Rs 361.5 Cr.
5. MTNL has issued 7.75% 634 (face value Rs. 1000000/-) Unsecured Rated
Listed Government of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the
Nature of Debentures Series VII E/2023 (Date of Maturity - 24-03-2033) on 24-03-2023
amounting to Rs 63.4 Cr.
The NCDs are listed on the wholesale debt market segment of BSE Limited
During the Financial Year 2022-23 your company has redeemed the
following NCDs on the relevant due date as per their respective terms of issue:
ISIN |
Series |
No. Bonds |
Rate of interest |
Allotment date |
Maturity date |
1. INE153A08014 |
I |
10050 |
8.57% |
28.03.2013 |
28.03.2023 |
CREDIT RATING
CARERatingsLimitedhas on the Rs 24923.97 crore Non-Convertible
Debentures of Mahanagar Telephone Nigam Limited (MTNL) vide its letter been no change in
the rating given by CARE in last three years i.e., 2020, 2021 and 2022. India Ratings
& Research Private Limited had assigned INDAAA (CE)/Stable on the Rs 10910 crore
non-convertible debentures of Mahanagar Telephone Nigam Limited (MTNL) vide its letter dtd
01.02.2022.
DETAILS OF PRIVATELY PLACED DEBT SECURITIES/BONDS OF MTNL AS ON 31ST
MARCH 2023.
Name of the issuer |
ISIN Number |
Issuance Date |
Maturity Date |
Coupon Rate |
Payment Frequency |
Embedded Option if Any |
Embedded Option if Any Put
option Detail |
Embedded Option if Any Call
option Detail |
Amount Issued (in Rs) |
Amount Outstanding (in Rs) |
Name of the Debentur e
Trustee |
Company Remarks if any |
1 |
INE153A08022 |
05.12.2013 |
05.12.2023 |
9.38% |
|
No |
|
|
19,75,00,00,000 |
19,75,00,00,000 |
|
- |
2 |
INE153A08030 |
26.03.2014 |
26.03.2024 |
9.39% |
|
No |
|
|
7,65,00,00,000 |
7,65,00,00,000 |
|
Semi |
3 |
INE153A08048 |
19.11.2014 |
19.11.2024 |
8.24% |
Semi |
No |
|
Call option at the end |
14,00,00,00,000 |
14,00,00,00,000 |
SBI Cap Trustee |
annual interest and principal |
4 MTNL |
INE153A08055 |
19.11.2014 |
19.11.2024 |
8.28% |
annual |
Yes |
|
of ninth year |
1,00,00,00,000 |
1,00,00,00,000 |
Company Ltd |
repayment liability |
5 |
INE153A08063 |
19.11.2014 |
19.11.2024 |
8.24% |
|
No |
|
|
7,00,000 |
7,00,000 |
|
rest with |
6 |
INE153A08071 |
28.11.2014 |
28.11.2024 |
8.29 % |
|
No |
|
|
22,68,90,00,000 |
22,68,90,00,000 |
|
DoT (GOI) |
7 |
INE153A08089 |
12.10.2020 |
11.10.2030 |
7.05% |
|
No |
|
|
43,61,40,00,000 |
43,61,40,00,000 |
|
|
8 |
INE153A08097 |
21.12.2020 |
20.12.2030 |
6.85% |
|
No |
|
|
21,38,60,00,000 |
21,38,60,00,000 |
|
|
9 |
INE153A08105 |
15.11.2022 |
15.11.2032 |
8.00% |
|
No |
|
|
61,09,60,00,000 |
61,09,60,00,000 |
|
|
10 |
INE153A08113 |
01.12.2022 |
01.12.2032 |
7.87% |
|
No |
|
|
27,57,90,00,000 |
27,57,90,00,000 |
BEACON |
|
11 |
INE153A08121 |
10.02.2023 |
10.02.2033 |
7.78% |
|
No |
|
|
16,17,60,00,000 |
16,17,60,00,000 |
TRUSTEESHIP LIMITED |
|
12 |
INE153A08139 |
24.02.2023 |
24.02.2033 |
7.80% |
|
No |
|
|
3,61,50,00,000 |
3,61,50,00,000 |
|
|
13 |
INE15308147 |
24.03.2023 |
24.03.2033 |
7.75% |
|
No |
|
|
63,40,00,000 |
63,40,00,000 |
|
|
|
Grand Total |
|
|
|
|
|
|
|
2,39,18,97,00,000 |
2,39,18,97,00,000 |
|
|
ASSET MONETIZATION IN MTNL DURING FY 2022-23
MTNL had taken up its asset monetization programme through Department
of Investment and Public Asset Management (DIPAM) in accordance with the Cabinet decision
on revival of MTNL. DIPAM appointed International Property Consultant (IPC) for 5 land
parcels and 398 quarters of MTNL and out of these properties, two properties reached to
auction stage. Meanwhile, work of asset monetization had been transferred from DIPAM to
Department of Public Enterprise (DPE) and the Inter Ministerial Group (IMG) decided to
annul the auction process /bids received. A company National Land Monetization Corporation
(NLMC) has been setup by DPE to undertake monetization of assets of CPSEs. Now, MTNL has
submitted 3 assets of value more than Rs 100 Cr to DoT/NLMC for monetization. MTNL has
also initiated monetization process for properties of value less than Rs 100 Cr, which
shall be monetized by MTNL through Board of Directors and/or GoM approval and has
identified 6 properties of value less than Rs 10 Cr and 5 properties of value more than Rs
10 Cr and up to Rs 100 Cr range. Valuation & legal due diligence have been completed.
These proposals are in different stages of approval. Appointment of Transaction Advisor
and auctioning agency are also under process in parallel. In addition to this, efforts are
also being made for renting out spare-able office spaces to various Government
Departments/PSU/Banks and other eligible organizations & MTNL has generated revenue of
Rs 434 crs from renting of properties and Rs 54 crs from renting of towers in the
Financial Year 2022-23.
PROCUREMENT DONE BY MTNL DURING FY 2022-23 (Rs. In Crores))
PROCUREMENT DURING FY 2022-23 |
(Rs. in Crores) |
1. Total Procurement during the year |
63.6076 |
2. Annual Procurement from Micro and Small
Enterprises (MSEs) |
50.2898 |
3. Annual procurement from MSEs owned by
SC/ST Entrepreneurs |
0.3038 |
4. Annual procurement from MSEs owned by
Women Entrepreneurs |
1.9800 |
5. Annual Procurement from GeM |
10.18 |
6. Annual Procurement from MSEs on GeM |
10.12 |
REVIEW OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
Pursuant to Section 129(3) of the Companies Act, 2013
("Act"), the consolidated financial statements of the Company and its
subsidiaries, associates and joint ventures, prepared in accordance with the relevant
Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the
provisions of the said section, a statement containing the salient features of the
financial statements of the Company's subsidiaries, associates and joint ventures in
Form AOC-1 is given in this Annual Report. At present there is no material subsidiary
company of MTNL, within the meaning of the Companies Act, 2013 / SEBI (LODR), 2015.
During the year under review, there has been no change in the nature of
the business of the Subsidiaries.
During the period under review, no Company has become or ceased to be
Subsidiary, Associates or Joint Venture of the Company The Policy on Material Subsidiary
has been approved by the Board and the same may be accessed on the Company's Website
at the link: http://mtnl.in/policy_materialsubsidy.
Performance highlights of Subsidiaries, Associates and Joint Venture
Companies during FY 2022-23 are briefly given as under: -
SUBSIDIARIES
(i) MAHANAGAR TELEPHONE (MAURITIUS) LTD. (MTML) (A WHOLLY OWNED
OVERSEAS SUBSIDIARY
MTML is a 100% owned subsidiary of MTNL in Mauritius. The company is
having license for Mobile Services, International Long Distance (ILD) Services and
Internet Services. In a small Island country having a population of around 12.5 Lacs only
and having Mobile Tele-density of more than 150%, MTML has been able to successfully
position itself with Customer Centric Services. With patronage of more than 4,00,000
customers, MTML is able to compete well in a saturated telecom market. MTML is offering
Mobile Services on latest state of the art technology having 4G (LTE) Services covering
more than 90% of the total population and 2G/3G Network all over the Island. With
increased coverage of high speed data services on 4G and migrating more and more
subscribers to its 4G network, MTML customers are now generating more than 1700 TB of data
every month. Data download has increased by more than 35% during the financial year
2022-23.MTML became the first operator in Mauritius to launch e-SIM Service which has
helped it in acquiring higher ARPU customers. MTML has also acquired licence for 5G
Services in Mauritius recently. Action on procurement of equipment has been started and it
is expected to launch 5G Services in commercially important areas in due course. MTML has
established its own brand CHILI in the Republic of Mauritius as trusted total telecom
service provider. With more than 265 BTSs operating across the island, the quality of
service is to the satisfaction of customers. Co-location with other telecom providers for
mobile network has also started opening a new source of revenue for the company. MTML has
been introducing innovative tariff packages to match current market dynamics with the
state of art technology and is quite popular especially among youth. MTML has also
diversified into retailing of Smartphones and the business has picked up well during past
two years. During 2022-23, total Smartphone Sales reached nearly MUR 40 Million. All the
expenses of the company are paid from its own internal resources. The CAPEX for
procurement of equipment is met from its own internal resources. MTML is operating from
its own building, constructed from internal resources, situated in Cyber City, Mauritius
which is considered to be the heart of IT hub in Mauritius. There is no debt liability on
the Company. The company is managed by CEO/CFO and 10 . Other operations are managed more
through local outsourcing. During the financial year under report, MTML has incurred a
loss of Rs 3.71 crore as against a profit after tax of Rs 0.26 crore last year.
(ii) MILLENNIUM TELECOM LTD. (MTL) (A WHOLLY OWNED INDIAN
SUBSIDIARY)
Millennium Telecom Ltd. (MTL): a wholly owned subsidiary of Mahanagar
Telephone Nigam Limited, a Government of India CPSE, registered office in New Delhi. MTL
was incorporated in February 2000. ICT related Services being offered by services, Wi-Fi
solution; project one-governance, Managed services, Turnkey ICT solution, GIS based
services, capacity building and skill development etc. MTL earned a net profit of Rs.
31.77 lakhs for the period ending 31st March 2023. MTL has also declared a dividend of Rs
14.38 Lakhs, which amounts to 5% of paid up capital. MTL's customer list includes Air
India, Uttarkhand Government, J & K Government, Central University-(Mahendragarh)
Haryana, UP Building and Other Constructions Workers Welfare Board (UP BOCWWB), Lucknow,
Thane Municipal Corporation CIDCO, Film Division of India, Insurance Institute of India
etc. MTL is also expanding its portfolio of service for providing generalized as well
customized solutions to suit government and semi government institutions. MTL has
empanelled Business Development Associates (BDAs) for 10 years through EOI. MTL has around
21 empanelled Business Development Associates (BDAs) for innovative projects in ICT
related fields. During the financial year under report, MTL tax of Rs 31,76,964 /- as
against a profit after tax of Rs 19,78,963/- last ear
JOINT VENTURE
(i) MTNL STPI IT SERVICES LTD. (MSITSL)
MTNL STPI IT SERVICES LTD (MSITSL) is a 50:50 Joint Venture company of
Mahanagar Telephone Nigam Limited (MTNL) and Software Technology Parks of India (STPI).
MSITSL was incorporated on 31/03/2006 under the Companies Act, 1956, with authorized
Capital of Rs. 50 Crores. In order to implement one of its core objectives, MSITSL has
established the physical infrastructure of Tier III Data Center at Chennai on space taken
on lease basis from STPI. The Data Center has server farm area of around 3500 sq. ft. and
the total investment made in this regard is of Rs.477 lakhs. This Tier III Data Center is
maintaining 99.98% uptime on 24X7. The commercial operation of the Data Center commenced
in 2009. At present, the following are our prime customers who have co-located
server/storage/network racks of their functions and operations in the MSITSL Data Centre:
The Ministry of External Affairs (MEA) has hosted Passport Seva Project
at MSITSL Data Center through M/s TCS.
The Directorate General of Employment & Training (DGE&T) in
Ministry of Labour& Employment has hosted National Career Project through STPI at
MSITSL Data Centre.
M/s Repco Bank Ltd and its associates such as Repco Microfinance Ltd
and Repco Home Finance Ltd have co-located server racks for banking/finance operation.
MEA approached MSITS for hosting PSP 2.0 at MSITS DC Chennai through
TCS. In this regard, MSITS has installed non-computing infrastructure in the vacant area
and established server farm area and handed over to TCS on 31.01.2023 for co-locating PSP
2.0. Thereafter, TCS has co-located 13 numbers racks and commenced PSP 2.0 in FY 2022-23.
The revenue of the company has been increasing year after year from the date of its
commercialization in 2009. The company has earned Rs. 7,14,49,910/-as revenue from
operations for FY 2022-23 as against Rs. 6,88,29,548/- for FY 2021-22.
(II) UNITED TELECOMMUNICATIONS LTD. (UTL), NEPAL
UTL is J.V. Company of MTNL which consists of TCL, TCIL, NVPL (Nepal)
& MTNL. The company provides Mobile/ILD/data services in Nepal. At present MTNL is
holding 26.68% of Equity in UTL. The company has not been performing well for the last few
years. It has huge losses. The Customer base has also reduced. It is not able to pay the
statutory dues like Royalty Fees, BTS site charges, and other dues to the Govt. of Nepal.
The company does not have resources to clear outstanding. They have sought Equity/ Loan
participation by its JV partners but MTNL, TCIL & TCL all the Indian JV partners have
decided not to contribute any amount towards its Share Capital or Loan. All the Indian JV
Partners have decided to exit from the JV and have exercised their Right to exit, on
January 30, 2018 at par value. Notice of exit (Sale of our share in JV Company) was given
on 30.01.2018 and was required to be accepted within 3 months i.e., on or before
30.04.2018 but so far, the same has not been given effect by the UTL/NVPL. Now, MTNL along
with other Indian JV Partners are taking legal opinion on various options available to
them for exit from UTL, which are: Reminder to implement the exit right already exercised
and to hold board meeting for consideration of all such issues including the going concern
status of the company, Sale of shares to NVPL via exercise of Exit Right, Sale of
shares to a third-party buyer(s) and Liquidation etc.
DETAILS OF SYSTEM STATUS FOR THE FINANCIAL YEAR 2022-23 (AS ON 31st
MARCH, 2023)
Your Company has the following equipped and used capacity of Landline,
GSM, Broadband etc. as on 31st March, 2023: -
Parameters |
MTNL Delhi |
MTNL Mumbai |
MTNL Total |
1 Number of Switches |
288 |
339 |
627 |
2 Details of Capacity |
|
|
|
2a Fixed Phones |
2013129 |
2464710 |
4477839 |
2b GSM (Mobile) |
1900000 |
2800000 |
4700000 |
2c Broadband Capacity (in Ports) |
788736 |
845020 |
1633756 |
DELs (including Fixed-Line,
3 |
1887392 |
2174502 |
4061894 |
GSM, Broadband & FTTH) |
|
|
|
3a Land Line |
781605 |
1264742 |
2046347 |
3b GSM (Mobile) |
861619 |
660482 |
1522101 |
3c Broadband Subscribers |
215487 |
227240 |
442727 |
3d FTTH Subscribers |
28681 |
22038 |
50719 |
4 ISDN |
6629 |
8,241 |
14870 |
5 DLC (No.) |
30 |
32 |
62 |
6 Tax Capacity |
80000 |
115200 |
195200 |
7 Tandem Capacity |
215500 |
331240 |
546740 |
8 Optical Fibre Cable |
|
|
|
8a OFC in Route Kms |
9522.778 |
10193.238 |
19716.016 |
8b OFC in Fibre Kms |
312492.210 |
327717.035 |
640209.245 |
9 Leased Circuits |
8825 |
12313 |
21138 |
HUMAN RESOURCE DEVELOPMENT
The Company attaches the highest priority to the quality of
intellectual capital at its disposal and believes that knowledge and skills of its
employees are the key to achievements of its corporate mission. It has sound recruitment
policy and comprehensive training system. During the past one year, our company has laid
greater emphasis on Human Resources Development. We have been devoting substantial
resources on building a skilled workforce that has capability to counter threats posed by
ever changing customer base. The Company has been conducting various training and
development activities which apart from reorienting the employees towards the greater
organizational purpose are also focusing on eliminating any skill gap and technical
obsolescence. The management's view on training is one of development of
employee's overall personality and enabling them in becoming a vital productive
resource.
TRAINING ACHIEVEMENTS
At present, MTNL has its two in house state of the art training
centers, one located in New Delhi and another at Mumbai. The details of the achievement of
training centers at Delhi and Mumbai are given below:
(i) THE INSTITUTE OF TELECOM, TECHNOLOGY & MANAGEMENT (ITTM),
NEW DELHI
The Institute of Telecom Technology and Management, ITTM, Shadipur, New
Delhi is a state of the art training center of MTNL, Delhi engaged in imparting induction
training and short duration training to its officers and Management. ITTM has the
necessary infrastructure, technical and academic competence and excellence for
providingtraininginspecializedcoursesinthefieldof GSM, Broadband Technology, Switching,
Transmission, External Plant, IT, Computer System, Management and various wellness and
Life Style Management subjects comprising of Motivation, Positive Thinking, Stress
Management and cyber security, RTI. In addition to this, ITTM also conducts Industrial
Training and Visits for students from Engineering Colleges and Various Schools of India.
ITTM conducts regular executives upgradation training for financially upgraded executives
from E2 to E7 cadre (E2-E3, E3-E4, E4-E5, E5-E6, E6-E7) in core competency (Telecom,
Civil, Finance, Electrical, HR/Marketing/CS/Legal) and management module of one week
duration each. From April 2022 to March 2023, total 474 executives have undergone
up-gradation training and awareness programs. Total 81 Graduate engineering students have
undergone Industrial Visit during period April 2022 to March 2023.
Details of ITTM's achievements during financial year 2022-23 are
as follows:
Mode of training |
Name of programs |
Number of training
programs |
Number of trainees trained |
E-mode |
Financial up-gradation |
06 |
35 |
|
Financial up-gradation |
32 |
321 |
|
General awareness programs
like RTI/Cyber Security/Yoga |
9 |
69 |
Off-line |
Classes on topics like FTTH
/ OFC /Excel |
6 |
49 |
|
Industrial Visit |
2 |
81 |
(ii) CENTRE FOR EXCELLENCE IN TELECOM TECHNOLOGY & MANAGEMENT
(CETTM), MUMBAI
The Centre for Excellence in Telecom Technology & Management
(CETTM), an ISO 9001:2015 certified institute, is situated at Technology Street,
Hiranandani Gardens, Powai, Mumbai. CETTM's achievements during financial year
2022-23 are as follows: CETTM has conducted various short duration Technical as well as
Management related courses for MTNL employees on need basis to improve MTNL business and
services. CETTM successfully conducted in all 21 training
programsandtrained181in-housepersonnelachievingafigureof 181 Trainee days. Total 1727
number of students in 79 batches from 32 different Engineering/Polytechnic Colleges took
part in the "Industrial Visit Programme" at CETTM in the year 2022-23. CETTM is
suiting up to conduct classroom mode trainings with foreign ITEC batches from June-2023
subject to all the Government SOPs and guidelines time to time. CETTM has generated total
revenue of Rs. 24.84 Cr during the F.Y.2022-23 with an increase of 25% as compared to Rs.
19.82 Cr revenue in F.Y.2021-22. CETTM continues to be the first choice for conducting
training courses, interviews, workshops, seminar etc. by our esteemed clients. Top clients
include LIC, IITM, IITB, Informist, Hare Krishna Movement, etc. CETTM has leased
additional 70 hostel rooms & 3rd floor (6868 Sq.Ft) of academic building to
MNLU in the F.Y.2022-23. Proposals of leasing 50 more hostel rooms to MNLU and leasing of
entire 5th floor (approx 14000 Sq.Ft) to BIS are in pipeline. CETTM started
leasing of its infrastructure on short duration basis for the shooting of web series,
films by prominent production houses and generated substantial business this year. Further
avenues of generating revenue through other production houses are also under process.
(II) IMPLEMENTATION OF MISSION KARMAYOGI IN MTNL
DoT vide letter dated 16.09.2022 had conveyed that in September 2020,
Government of India has launched Mission Karmayogi, a National Programme for Civil
Services Capacity Building (NPCSCB). The programme aims at building a future-ready civil
service with the right attitude, skills and knowledge, aligned to the vision of New India.
It also aims to prepare Civil Servants for the future by making them more creative,
constructive, imaginative, proactive, innovative, progressive, professional, energetic,
transparent and technology-enabled. The Mission envisages a comprehensive reform of the
capacity building apparatus at the individual, institutional and process levels for
efficient capacity building will be delivered through iGOT Karmayogi Digital Platform.
This platform will act as a launch-pad for the NPCSCB.
Accordingly, the roadmap for implementation of Mission Karmayogi in
MTNL was conveyed to DoT. Under Mission Karmayogi, MTNL Corporate office has issued the
FRACing Units in MTNL. In this regard assistance is being taken from BSNL for completion
of FRACing exercise in MTNL. 10 officers each from MTNL, Delhi/MTNL, Mumbai would be
undergoing training at ALTTC, Ghaziabad under Mission Karmayogi. These 20 nominated
officers after undergoing training under the BSNL Master Trainer will further train the
non-executives in MTNL. A Consultative workshop-iGOT Karmshala organized by Karmayogi
Bharat, DoPT was held on 2nd May, 2023 at Vigyan Bhawan which was attended by officers
from MTNL. All employees of MTNL will undergo training at iGOT platform.
INDUSTRIAL RELATIONS
Industrial peace and Industrial harmony is based on healthy Employee
Relations and like the previous year, employee relations remained cordial throughout the
year. The grievances/ issues raised by the Employees/ Unions /Associations were given due
attention and regard. The cases/ issues brought up by them were settled through regular
meetings and interactions between Management and Unions/Associations and action, as
mutually agreed, was taken to settle them.
EMPLOYEES' WELFARE
1. Employees Welfare Schemes like subsidized Canteen, Housing, Medical
facilities, Group Insurance etc. continued and maintained by the Company for its
employees. Sports and Cultural activities were also given priority during the year.
2. Married/unmarried female employees with less than two surviving
children are entitled to maternity leave for a period of 180 days on the
productionofmedicalcertificatefrom an authorized medical officer. During the period of
such leave, the female employees are paid leave salary equal to the pay drawn immediately
before proceeding on leave.
3. OPD reimbursement has been enhanced and working spouse has been
included in OPD. 4. In view of ongoing pandemic situation due to COVID-19, and for
providing relief to the employees and their families, the ceiling for outdoor medical
claim in a financial year has been increased to 10 days salary (Basic +IDA) as on
01.04.2020.
5. Changeover of Contributory Group Health Insurance Scheme for
retirees to CGHS- After pursuance of MTNL with DoT, Ministry of Health issued instructions
to CGHS for enrolment of MTNL retirees (drawing Govt. Pension) in the CGHS. To facilitate
the same an incentive is being provided to the retirees concerned. As on date,
approximately 18162' retirees in MTNL have benefited from this scheme.
IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY
In Mahanagar Telephone Nigam Limited (MTNL), more and more
correspondence in Hindi, office work in files/e-files, computers, compliance of bilingual
of the official work at Head Office (Corporate area GM offices, Telephone Exchanges under
those Units was emphasized in compliance with the Official Language Policy. Thereby,
prompt efforts were done towards attaining the national goal of doing official work in
Hindi, the Official Language. Towards this, compliance of the provisions of Official
Language Policy and directions of the Department of Official Language and Department of
Telecommunications, issued from time to time, by holding the quarterly meetings,
inspections, workshops-training, bilingual versions & updation of the main website as
well as websites of the Units etc. more and more use of Official Language by officersand
officials
IMPLEMENTATION OF RESERVATION POLICY FOR SC/ST/OBC/PHYSICAL CHALLENGED
AND ECONOMICALLY WEAKER SECTION
The Company fulfillall the statutory requirements with regard to has
endeavored to implementation of reservation policy for candidates to SC/ ST/ OBC
communities as well as Physically Challenged and Economically Weaker Section candidates.
IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has constituted an internal Committee to look into the
complaints on Prevention, Prohibition & Redressal of Sexual Harassment of Women at
workplace and mattersconnected therewith or incidental thereto covering all aspects as
contained in the Sexual Harassment of Women at workplace (Prevention, Prohibition &
Redressal) Act, 2013. During FY 2022-23 one case was received and which was resolved.
WORKING CONDITIONS OF WOMEN EMPLOYEES
We are continuously striving towards gender sensitization amongst our
employees. Special care has been taken in case of woman employees in night shifts. Also to
redress the issues of Sexual Harassment at workplace, special cells have been constituted
MANPOWER STATUS
As on 31st March, 2023, the total strength of employees including SC/ST
& OBC Category working in the company as per details is given below: -
Group |
Working |
SC |
ST |
OBC* |
A |
211 |
51 |
23 |
22 |
B |
1001 |
182 |
43 |
193 |
C |
1473 |
329 |
27 |
79 |
D |
880 |
279 |
19 |
47 |
TSM |
2 |
- |
- |
- |
Grand Total |
3567 |
841 |
112 |
341 |
*At the time of formation of MTNL in April 1986, all employees of DoT
were transferred to MTNL on as is where is basis. The Group C' and
D' employees were absorbed in MTNL in the year 1998, whereas Group
B' officers were absorbed in the year 2000. In subsequentyears,some officers
GroupA' were absorbed in MTNL. At the time of recruitment by DoT and
absorption in MTNL, maintaining of separate data for OBC category was not mandatory,
therefore, the data for OBC officials/officers was not maintained. It is further submitted
that OBC employees were not identified at the time of absorption. They were absorbed in
MTNL on "as is where is" basis.
TOTAL NO. OF EMPLOYEES (MALE & FEMALE) AS ON 31.03.2023
|
Male |
|
|
Female |
Total (A) |
No. (B) |
% (B/A) |
No. (C) |
% (C/A) |
3567 |
2863 |
80.26 |
704 |
19.74 |
TOTAL NO. OF DIFFERENTLY ABLED EMPLOYEES AS ON 31.03.2023
|
Male |
|
|
Female |
Total (A) |
|
|
|
|
|
No. (B) |
% (B/A) |
No. (C) |
% (C/A) |
3567 |
21 |
0.59 |
3 |
0.08 |
TURNOVER RATE FOR PERMANENT EMPLOYEES DURING FY 2022-23
|
|
Turnover rate in FY 2022-23 |
|
|
Male |
Female |
Total |
Permanent Employees |
21 |
4 |
25 |
MECHANISM AVAILABLE TO RECEIVE AND REDRESS GRIEVANCES FOR THE EMPLOYEES
MTNL has its own Grievance Redressal Procedure for employees.
Management of the Company believes in the philosophy of an Open Door Policy in the matter
of redressal of employee grievances. An aggrieved employee can approach his/her
Departmental Head or the concerned officer of the Personnel Department (including the Head
of the Personnel Department) and discuss his/her grievance. Best efforts are by the
employee. The objective of the Grievance Redressal Procedure is to provide an easily
accessible machinery for settlement of grievances, and to adopt measures as would ensure
expeditious settlement of grievances, leading to increased satisfaction on the job and
resulting in improved productivity and efficiency of the organization.
MECHANISMS TO PREVENT ADVERSE CONSEQUENCES TO THE COMPLAINANT IN
DISCRIMINATION AND HARASSMENT CASES
To prevent adverse consequences to the complainant in discrimination
and harassment cases, MTNL has appointed concerned Liaison Officers and constituted
Committees
COMPLIANCE OF MTNL WITH RIGHTS OF PERSONS WITH DISABILITIES ACT, 2016
MTNL complies with provisions of Rights of Persons with Disabilities
Act, 2016 to protect the interests of persons with disabilities. Reservation is provided
as per GoI instructions in direct recruitment for Persons with Benchmark Disabilities.
Separate 100 point vacancy based reservation roster register is maintained for
determining/effecting reservation for the Persons with Benchmark Disabilities. Relaxation
in age limit and standards of suitability (as applicable) is given to persons with
disabilities. Liaison Officers for PwD have been appointed to look after reservation
matters and to ensure compliance of instructions of the
MEASURES TAKEN BY MTNL TO ENSURE A SAFE AND HEALTHY WORK PLACE
1. In order to ensure a safe and healthy workplace, requisite security
measures, installation and maintenance of fire extinguishers and housekeeping measures
2. MTNL being an essential service provider of telecom services, MTNL
has been scrupulously following COVID prevention and management guidelines for all its
stakeholders like social distancing, wearing of masks, and frequent hand sanitization.
3. Proper cleaning and frequent sanitization of workplace particularly
of frequent touched surfaces at regular intervals has been ensured.
4. Downloading and updating of Aarogya Setu app has been made
mandatory.
5. Quarantine Leave has been provided for employees whose family
members have been infected with COVID.
6. For employees and their family members requiring hospitalization due
to COVID, Group Health insurance coverage upto Rs.6 Lakhs is being provided under Group
Health Insurance Scheme.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has been suffering losses for the last few years and hence.
The provisions of Section 135 of the Companies Act, 2013 are not applicable. However, the
company has constituted a CSR Committee and also formed a CSR Policy in compliance with
the provisions of the Companies Act, 2013 and DPE Guidelines on the subject. MTNL is
undertaking non funding CSR activities like sending SMS to the public for spreading
awareness on spread of COVID 19, awareness on Swachh Bharat, Pulse Polio, other moves of
the Government, etc. For details regarding the CSR Committee, please refer to the
Corporate Governance Report, which forms part of this Report. The CSR Policy is available
on the website of the company https://mtnl.in/csr_2014.
VIGILANCE
At present, Smt Shefali
ThevigilancewingofMTNLisheadedbyChiefVigilanceOfficer.
Swaroop, (IFS) CVO DoT is in additional charge of CVO, MTNL. CVO is
responsible for complete vigilance administration in MTNL. During the year 2022-23,
emphasis was laid on preventive vigilance and to enhance the awareness of transparency and
accountability in working by carrying out various types of field inspections. Further,
training program / seminars on vigilance matters/complaints handling and disciplinary
proceedings have been conducted during the year for the employees to make the participants
understand the conduct rules of MTNL, procedure for handling departmental proceedings and
improve their working efficiency. As per CVC instructions, the Vigilance Awareness Week
was observed from October 31st, 2022 to November 6th, 2022 with the theme " "
"Corruption free India for a developed Nation" As a precursor to Vigilance
Awareness Week 2022, Preventive Vigilance cum internal housekeeping activities was taken
up w.r.t Property Management, Management of assets, Record Management, Technological
initiatives, updation of guidelines/circulars and disposal of complaints. During this
week, various activities like administering of integrity pledge, release of information
booklet on the Vigilance & Disciplinary matters, Preventive Vigilance and other
general conduct (Do's & Dont's) among the employees of MTNL was distributed.
Also various programmes such as seminars, workshops, essay, poster as well as Quiz
competitions were organized during Vigilance Awareness Week.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company has in place a robust Vigil Mechanism for reporting
genuine concerns through the company's Whistle Blower Policy. The Policy on Whistle
Blower may be accessed on the Company's Website at the link:
http://mtnl.in/whistleBlowerPolicy.pdf . The Company promotes ethical behavior in all its
business activities and has put in place a mechanism for reporting illegal or unethical
behavior as defined under Regulation 22 of Under the Whistle Blower Policy, the employees
are free to report violations of applicable laws and regulations and the Code of Conduct
to the Chairman of the Audit Committee. During the year under report, no employee was
denied access to the Audit Committee.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS and material orders passed by the Regulators/Courts/Tribunals that
Therearenosignificant would impact the going concern status of the Company and its future
operations. Kindly refer Note no 50 of Standalone financial statements pertaining to
contingent liabilities, pending litigations etc.
DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
Neither any application was made nor any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
As company has not done any one time settlementof loans from the banks
or financial institutions during the year under review, hence no disclosure is required.
INTEGRITY PACT PROGRAME WITH TRANSPARENCY INTERNATIONAL INDIA
MTNL has signed a Memorandum of Understanding (MoU) with Transparency
International India (TII) for implementing an Integrity Pact Programme (IPP) focused on
enhancing transparency in its business transactions, contracts and procurement process.
Under this MoU, MTNL is committed to implementing the Integrity Pact in all its major
procurement and work contract activities. The Integrity Pact has strengthened the
established system and procedures by creating trust in various stakeholders. Two
Independent External Monitors (IEMs) being persons of eminence nominated by the Central
Vigilance Commission (CVC), to monitor the activities. As on 31.03.2023, Smt. Rashmi Goel,
IRAS (Retd) and Shri Bibhuti Bhushana Mishra, IPS (Retd.) are acting as IEMs of MTNL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
The provision of Section 134(m) of the Companies Act, 2013 do not apply
to the Company as your Company is a service provider. The total foreign exchange earning
was Rs. 4.45 Crore and the total foreign exchange expenditure was Rs. 1.39 Crore.
ENTERPRISE RISK MANAGEMENT
The Board of Directors of the Company has formed a Enterprise Risk
Management Committee to frame, implement and monitor the risk management plan for the
Company. The Committee is responsible for reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee also has additional oversight in the area of
financial risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of Risk Management Policy has been covered in the Management Discussion
and Analysis Report as required in terms of SEBI(LODR) Regulations, which forms part of
this Report.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under report, the Board of Directors of your Company
met Four times during the Financial Year 2022-23. The intervening gap between any two
meetings was within the period prescribed by the Companies Act, 2013 & the Listing
Regulations i.e. the maximum interval between any two Board Meetings did not exceed 120
(One hundred and twenty) days. Details of Board MeetingsandDirectorsattendingthe same are
given in the Corporate Governance Report forming part of this Report. At these meetings,
the Board held intensive discussions on the budget, important financial transactions and
various steps to face the impending competition from private operators both in Basic
Telephone Service, Cellular Mobile Telephone and other value-added services.
SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS AND
THEIR REMUNERATION
MTNL being a Government Company, the appointment and the terms and
conditions of appointment (including remuneration) of the Whole-Time Directors are decided
by the Government of India. However, the Board has constituted a Nomination &
Remuneration Committee. The Government Nominee Directors do not get any remuneration from
the Company. The IndependentDirectorsarebeingpaidsittingfee of Rs. 10,000/- for attending
each meeting of the Board or Committee thereof. They are reimbursed travel expenses &
hotel expenses on this account, if any in addition to the sitting fees. Details of
remuneration paid to the Whole time Directors and KMP as well as sitting fees paid to
Independent Directors for the year under review are given in the Corporate Governance
Report which is attached as annexure to this report.
PERFORMANCE EVALUATION OF DIRECTORS
Ministry of Corporate Affairs (MCA), through General Circular dated 5th
June, 2015, has exempted Government Companies from the provisions of Section 178 (2) of
the Companies Act, 2013 which provides about manner of performance evaluation of Board of
Directors, Committee of Board of Directors and Director by the Nomination and Remuneration
Committee. The aforesaid circular of MCA further exempted listed Govt. Companies from
provisions of Section 134 (3) (p) of the Companies Act, 2013 which requires mentioning the
manner of formal evaluation of its own performance by the Board and that of its Committees
and Individual Director in Board's Report, if directors are evaluated by the Ministry
or Department of the Central Government which is administratively in charge of the
company, or, as the case may be, the State Government as per its own evaluation
methodology. Now, MCA, through Notification dated 05.07.2017, has amended Schedule IV of
the Companies Act, 2013 with respect to performance evaluation of directors of the
Government Companies that in case mattersof performance of the Central Government
evaluationarespecified or as the case may be, the State Governments and such requirements
are complied with by the Government companies, such provisions of Schedule IV are exempt
for the Government Companies. Similar exemption has been requested by PSUs wing of CII
from SEBI under the SEBI LODR for all PSUs. In this regard, Department of Public
Enterprises (DPE) has already laid down a mechanism for performance appraisal of all
functional directors. DPE vide its Office Memorandum No. 9(14)/2009-GM-Part-3-FTs-9036
dtd. 30.05.2022 has intimated MTNL that assessment of performance of Non-official
Directors/Independent directors is to be done on annual basis from now onwards. Your
Company enters into a Memorandum of Understanding (MOU) with Government of India each
year, demarcating key performance parameters for the Company. The performance of the
Company and Board of Directors are evaluated by the Department of Public Enterprises
vis-a-vis MOU entered into with the Government of India.
TRANSFER OF FUNDS/SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
Your Company has not declared dividend from FY 2009-10 onwards, hence
provision of transfer of unclaimed dividend and shares as per IEPF Rules is not applicable
to your Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under report, the Company has not entered into any
Material Transaction with any of its related parties. The Company's major Related
Party Transactions are generally with its subsidiaries and associates. All Related Party
Transactions, if any, were in ordinary course of Business and were negotiated at an
Arm's Length basis and they were intended to further the company's interest.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of Companies Act, 2013 in Form AOC-2 is not applicable. Web link for Policy on
Materiality of Related Party Transactions and also on dealing with Related Party
Transactions has been provided in the Report on Corporate Governance which forms part of
Annual Report. Details of Related Parties and transaction with your Company are given in
Notes to the financial statement which is a part thereof. Pursuant to Regulation 23(9) of
SEBI (LODR) Regulations, your company has filed the reports on Related party Transactions
with the Stock exchanges on Half yearly basis.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013.
During the Year under report, there was no loan or Guarantee given or
investments made by the MTNL under Section 186 of the Companies Act, 2013.
DETAILS OF MONEY ACCEPTED FROM DIRECTOR
During the period under review the Company has not accepted money in
the form of unsecured loan from the director or relative of the director of the Company
CORPORATE GOVERNANCE
Your company has complied with the Corporate Governance requirement
under the Act, Listing Regulations and the relevant guidelines issued by Department of
Public Enterprises (DPE). Your company is also complying with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India(ICSI).ACertificatefrom
M/s Mritunjay Shekhar & Associates, Practising Company Secretaries, regarding
compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of
SEBI (LODR), 2015 for the FY 2022-23 and Annual Secretarial Compliance Report for the FY
2022-23 pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 has
also been obtained from M/s Mritunjay Shekhar & Associates, Practising Company
Secretaries are also placed at Annexure to this Report. Further, a separate section on
Corporate Governance is also placed as annexure to this report.
SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of the Company
Secretaries of India and such systems are adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
As provided under Section 92 of the Act and rules framed thereunder the
extract of Annual Return in Form MGT-9 is given as Annexure which forms part of this
report. In compliance with Section 134 (3) (a) of the Act, an extract of Annual Return for
the FY 2022-23 is also uploaded on MTNL Website and can be accessed at www.mtnl.net.in.
IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON
"GREEN INITIATIVES IN CORPORATE GOVERNANCE"
In accordance with the MCA and SEBI Circulars and to ensure compliance
of Green Initiative, your Company has sent various documents including Notice of the 37th
AGM, Audited Financial Statements, Directors' Report, Auditors' Report for the F.Y.
2022-23 etc. to its Shareholders and Debenture holders only in electronic form, at the
e-mail addresses provided / registered by members and made available to us by the
Depositories (NSDL/CDSL). The members are advised to update by registering changes, if
any, in their e-mail address, with the concerned Depository Participant.
Your Company shall also display full text of Notice of 37th AGM &
Annual Report 2022-23 at its website http://mtnl.in/annual.html. Your Company looks
forward towards active participation of Shareholders in this "Green Initiative"
and requests all Shareholders, who have not so far supplied their e-mail addresses, to
give the same at the earliest. There will be no dispatch by Post of Notice of 37th AGM and
Annual Report 2022-23 to Shareholders and Debenture holders having no email ids in
compliance with Circulars of MCA and SEBI.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the Directors to the best of their knowledge and belief confirm that: (a) In the
preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures; (b) the directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the profit of the
company for that period; of adequate accounting (c) thedirectorshadtakenproperand records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities; (d) the
directors had prepared the annual accounts on a going concern basis and (e) the directors
had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating efficiently. (f) the directors
had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company had maintained, in all respects, adequate internal
financial controls over financial reporting and such internal control over financial
reporting were operating effectively during the Financial Year 2022-23, based on the
internal control over financial reporting criteria established by the Company considering
the essential components on internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India (ICAI). Report on the Internal Financial Control under Section
143(3)(1) of the Companies Act, 2013 for the FY 2022-23 is attached as annexure to the
Independent Auditors Report which is part of the report.
FIXED DEPOSITS
Your Company has not invited/ accepted any fixed deposits under Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014
during the year and, as such, no amount of principal or interest was outstanding as on the
Balance Sheet date on this account.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The provisions of Section 197(12) of Companies Act, 2013 read with Rule
5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are
not applicable to your Company as being a Govt. Company.
BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations
2015, the Securities and Exchange Board of India (SEBI'), in May 2021,
introduced new sustainability related reporting requirements to be reported in the
specific format of Report (BRSR'). BRSR is a notable departure from the
existing Business Responsibility Report andasignificant giving platform to the companies
to report the initiatives taken by them in areas of Environment, Social and Governance.
Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to
transition to BRSR from FY2022-23 onwards. Accordingly, we are glad to present our
inaugural BRSR for FY2022-23 part of Annexure to this Report.
STATUTORY AUDITORS
M/s SPMG & Co., Chartered Accountants and M/s SCV & CO., LLP,
Chartered Accountants have been appointed as Joint Statutory Auditors of your Company by
the Comptroller and Auditor General (CAG) of India for the Financial Year 2022-23 and the
Board has already ratified their appointment on 14.11.2022.
COST AUDITORS
M/s R. M. Bansal & Co., Cost Accountants have been appointed as
Cost Auditors of your company for carrying out audit under Section 148 of the Companies
Act, 2013, for the cost records as maintained under Section 209(1)(d) of Companies
Act,1956 and as notified under: (i) Cost Accounting Records (Telecommunications)
Rules,2002 & (ii) Cost Audit Rules,2001 for the FY 2022-23. The Cost Audit Report
alongwith the Annexures for the Financial Year 2021-22 have d to the Central Government in
the Form CRA 4 in XBRL format on MCA Portal submitte been on 18.10.2022.
SECRETARIAL AUDITORS
Your Company has appointed M/s R. P. Sehgal & Associates,
Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the
Financial Year 2022-23. The Secretarial Audit Report of M/s R. P. Sehgal & Associates
are given in as annexure to this report.
AUDITORS QUALIFICATIONS AND MANAGEMENT REPLY THERE TO
The replies to the observation of the Statutory Auditors for the
Financial Year 2022-23 are given as Annexure to the Directors' Report. The Comments
of the Comptroller and Auditor General of India (CAG) on the Financial Statements and the
replies of the Management thereon are also given in the Annexure to the Directors'
Report.
FRAUD REPORTED BY AUDITORS
The Statutory Auditors nor the Secretarial Auditors of the Company have
not reported any fraud during FY 2022-23 as specified under second proviso of Section
143(12) of the Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) thereof for the time being enforce).
CRITERIA FOR DETERMINATING QUALIFICATION, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
(i) Qualification: The Board of Directors of MTNL has formulated
the job description for the -posts of CMD and other Functional Directors.The
selection of Whole time Directors is done by Public Enterprise Selection Board (PESB) on
the basis of such criteria.
(ii) Positive Attribute: - Apart from the duties of Directors as
prescribed in the Companies Act the Directors are expected to demonstrate high standards
of ethical behavior, communication skills and independent judgment. The Directors are also
expected to abide by the respective code of conduct as applicable to them (iii)
Independence: - A Director is considered as independent if he/she meets the criteria
laid down in Section 149(6) of the Act, the Rules framed their under and Regulations
16(1)(b) of the Listing Regulations.
INDEPENDENT DIRECTOR
MTNL is a Public Sector Undertaking. All appointments including
Independent Directors on the Board are done by the Administrative Ministry, Government of
India, Ministry of Communications, Department of Telecommunications (DoT).
As on 31.03.2023, MTNL has five Independent Directors on the Board of
MTNL.
1. Shri Yogesh Kumar Tamrakar
2. Shri Sarv Daman Bharat
3. Shri Vishwas Pathak
4. Ms. Deepika Mahajan
5. Shri Piyush Ranjan Nishad
All the Independent directors have made declaration that criteria of
independence as specified under Section 149(6) of the Companies Act, 2013 & Regulation
16(1)(b) of SEBI (LODR) Regulations, 2015 has been complied with. Pursuant to Part c(2)(i)
of Schedule V of SEBI(LODR 2015, the Board of directors of your Company also gave its
confirmation that the Independent Director fulfill the conditions specified in SEBI (LODR)
Regulations and are independent of the Management.
Due to non-appointment of one Independent Director till 31.03.2023,
MTNL was unable to comply the provisions relating to Board Composition [Regulation 17].
The matter for appointment of one more Independent Director has already
been the Government of India.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company has a very balanced and diversified Board of Directors with
an optimum mix of Executive [represented by CMD, Director (HR & EB), Director
(Finance) and Director (Technical)], Non-Executive [represented by Government Nominee
Directors] and Independent Directors.
List of Present Directors of MTNL as on 31.03.2023 & 31.07.2023 is
given in the Corporate Governance Report. During the period under report, the following
changes took place in the Directorship/Key Managerial Personnel (KMP) of your Company: -
1. Shri V. Ramesh was appointed as Director (Technical) vide DoT Letter
No.E-2-2/2021-PSA dtd. 22.03.2022 w.e.f. 01.04.2022.
2. Shri Piyush Ranjan Nishad was appointed as Independent Director of
the Company vide DoT Letter No. E-5-3/2018-PSA dtd . 23 03 2022 w ef 21 04 2022
3. Shri Navneet Gupta, Government Nominee Director has ceased to be
Government Nominee Director w.e.f. 17.05.2022.
4. Shri Premjit Lal was appointed as Government Nominee Director vide
DoT letter No. E-5-3/2021-PSA dtd. 17.05.2022 & 18.05.2022 w.e.f. 17.05.2022 and
ceased to be Government Nominee Director w.e.f. 17.11.2022.
5. Shri Amitabh Ranjan Sinha, Government Nominee Director has ceased to
be Government Nominee Director w.e.f. 30.05.2022.
6. Ms. Yashashri Shukla was appointed as Government Nominee Director
vide DoT Letter No.E-5-3/2021-PSA Part(1) dtd. 26.05.2022 w.e.f. 30.05.2022 and ceased to
be Government Nominee Director w.e.f. 26.12.2022.
7. Ms. Yojana Das, Director (Finance) ceased to be Director (Finance)
w.e.f. 30.11.2022.
8. Shri Sunil Kumar Verma was appointed as Government Nominee Director
vide DoT letter No.E-5-2/2021-PSA dtd. 17.11.2022 w.e.f. 23.11.2022.
9. Shri Rajiv Kumar was appointed as Director (Finance) vide DoT letter
No.E-1-5/2022-PSA dtd. 30.11.2022 w.e.f. 02.12.2022.
10. Shri Shivendu Gupta was appointed as
GovernmentNomineeDirectorvideDoTletterNo. No. E-5-3/2021-PSA dtd. 26.12.2022 w.e.f.
05.01.2023. 11. Shri Sultan Ahmed, GM (Finance) MTNL CO
wasappointedasChiefFinancialOfficer (CFO) of the Company w.e.f. 14.02.2023.
12. Shri S.R.Sayal ceases to be Company Secretary & KMP of the
Company w.e.f. 28.02.2023 on account of superannuation.
13. Shri Ratan Mani Sumit was appointed as a Company Secretary &
KMP of the Company w.e.f. 01.03.2023.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel (KMP) of your Company as on 31.03.2023 are: -i) Shri Sultan Ahmed,
Chief Financial Officer (CFO) ii) Shri Ratan Mani Sumit, Company Secretary (CS) Apart from
the above, no other Director (including Independent Directors) or KMP were appointed or
had retired or resigned during the Financial Year 2022-23 and till the date of approval of
Directors Report by the Board of Directors. Details of Board of Directors are given
separately in the Corporate Governance Report.
RETIREMENT OF DIRECTORS BY ROTATION
In accordance with the provisions of Section 152 of the Companies act,
2013 read with Article 66 F of the Articles of Association of the Company Shri P.K.Purwar,
CMD and Shri V.Ramesh, Director (Technical) retire by rotation at the 37th Annual General
Meeting to be held on 29.09.2023 and being eligible, offer themselves for reappointment.
Brief particulars of director seeking re-appointment together with their Directorships in
other Companies and Committee Memberships have been given in the Annexure to the Notice of
37th Annual General Meeting in pursuance to Regulation 36(3) of SEBI (LODR) Regulations,
2015 and Secretarial Standards 2 issued by ICSI.
COMMITTEES OF THE BOARD
The Company has Five Board Level Committees as on 31.03.2023:-
1. Audit Committees.
2. Nomination & Remuneration Committees.
3. Stakeholders Relationship Committee.
4. Enterprise Risk Management Committee
5. Corporate Social Responsibility Committee
Details of terms and reference of the Committees, attendance of
Directors at meeting of the Committees are provided in the Report on Corporate Governance,
a part of this Annual Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to gratefully acknowledge the
help, guidance and support received from Department of Telecom (DoT) and various
Ministries of the Government of India. Your Directors are especially grateful to its
Bankers, all stakeholders and investors including bondholders, for their continued
patronage and confidence reposed in the company. The Directors would like to express their
thanks for the sincere hard work and dedicated services rendered by every employee of the
company. The Board is confident that with the employees' continued enthusiasm,
initiatives and dedicated efforts, your company could face the new challenges and
opportunities arising out of the resultant competition from private operators in the
Cellular Mobile, Basic Telephone, Internet services, FTTH and other Value Added services.
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For and on behalf of the Board of
Directors |
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Sd/- |
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(P. K. PURWAR) |
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CHAIRMAN & MANAGING DIRECTOR |
PLACE: NEW DELHI |
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DATE:11-08-2023 |
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