2012-2013 Annual Report in English

Telecommunications Consultants India Ltd.(A Govt. of India Enterprise)

Annual Report

2012-13

Annual Report2012-13

Telecommunications Consultants India Ltd.

Page No.

Board of Directors 4

Notice 6

Chairman’s Speech 10

Directors’ Report 16

Management Discussion & Analysis 37

Company’s Report on Corporate Governance 40

Certificate on Corporate Governance 44

Certification/Declaration of Financial Statements by the 45Chief Executive/Chief Finance Officer of the Company

Declaration regarding Compliance with the Code of Conduct 46

Auditor’s Report 47

Balance Sheet 54

Profit & Loss Account 55

Consolidated Financial Statements 94

Statements Pursuant to Section 212 of the Companies Act 1956 for the 139Subsidiary Companies

Information relating to TCIL Oman LLC under Section 212(5) of the 143Companies Act, 1956

Comments of C & AG 145

HIGHLIGHTS2012-13(Rs. In Million)

Turnover 7082

Profit before Tax 199

Net Worth 4411.52

Order Booking 4470

Foreign Exchange Earnings 3111.04

CONTENTS

4 Annual Report 2012-13

Board of Directors

Shri Vimal WakhluChairman & Managing Director

Shri V.K. SharmaDirector (Projects)

Shri A.K. GuptaDirector (Finance)

Shri Rajesh KapoorDirector (Technical)

Shri Ram NarainDirector (Govt. Nominee)

Shri Shahbaz AliDirector (Govt. Nominee)

Dr. K. Chandrashekhar IyerNon-Official Director(Independant Director)

5Telecommunications Consultants India Limited

BOARD OF DIRECTORS

Chairman and Managing DirectorShri Vimal Wakhlu

Directors

Shri V.K.SharmaShri A.K.GuptaShri Rajesh KapoorShri Shahbaz AliShri Ram NarainDr. K. Chandrashekhar IyerShri K.Sridhara (upto 14.04.2013)Prof.M.Balakrishnan (upto 14.04.2013)Shri Madan Verma (upto 14.04.2013)Ms. Anusua Basu (upto 14.04.2013

Company SecretaryShri K. Raghavan

AuditorsStatutory Auditors

M/s M.K.Aggarwal & Co.,Chartered Accountants,30, Nishant Kunj,Pitampura, New Delhi - 110 002.

Branch Auditors

M/s George Mathew & Co.,Chartered Accountants,7th floor, Building No.37,MBD, P.O.Box 1488,Muttrah, Postal Code 114,Sultanate of Oman.

M/s Al-Waha Auditing OfficeP.O.Box No.27387Safat - 13134State of Kuwait

M/s Moore Stephens,6th Floor, Newton Tower,Sir William Newton Street,Port Louis, Mauritius.

M/s Ismail Consulting Group,Oliya Riyadh, Saudi Arabia.

M/s AIM AuditingP.O.Box 112191,Abu Dhabi, UAE

M/s Leone Consultants,Spiritus House, 8a,Howe Street, Freetown,P.O. Box 1278,Bankers Rokel Commercial,Sierra Leone.

Bankers

Allahabad BankNehru PlaceNew Delhi

Axis Bank,C.R.Park,New Delhi.

Bank of Baroda,Nehru Place,New Delhi.

HDFC BankGreen ParkNew Delhi

ICICI Bank,Connaught Place,New Delhi.

Indus Ind BankConnaught PlaceNew Delhi

Indian Overseas Bank,Nehru Place,New Delhi.

Punjab National BankNew Delhi/Gurgaon

Punjab & Sind Bank,Connaught Place,New Delhi.

State Bank of India,Overseas Branch,Connaught PlaceNew Delhi.

Vijaya BankGreater Kailash-IINew Delhi

Yes BankChanakya PuriNew Delhi.

Central Bank of IndiaNehru Place,New Delhi.

Canara Bank,Nehru Place,New Delhi.

Registered OfficeTCIL Bhawan,Greater Kailash I,New Delhi - 110048.


Telecommunications Consultants India LimitedTCIL Bhawan,

Greater Kailash-I, NEW DELHI - 110048.

NOTICENOTICE is hereby given that 35th Annual General Meeting of the Members of the Company will beheld on Monday, 30th September, 2013 at 12:15 hrs. at 'Conference Room' TCIL Bhawan, GreaterKailash-I, New Delhi-110048 to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Accounts and Balance Sheet as at March 31, 2013 andthe Statement of Profit and Loss for the financial year ended on that date together with the reports ofthe Board of Directors and Auditors thereon.

2. To declare a dividend.

SPECIAL BUSINESS:

3. Borrowings Powers - Modification

To consider and if thought fit to pass with or without modification(s) the following resolution as aSpecial Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and Section 180(1)(c) of theCompanies Act, 2013 [Section 293(1) (a) and 293(1) (d) of the Companies Act, 1956], the consent of theCompany be and is hereby accorded to the Board of Directors of the Company to avail bank guaranteefacilities and also to borrow from time to time at its discretion from Company's banker/financialinstitution(s)/bodies corporate in India and abroad, Central Govt./State Govt.(s), Autonomous Bodies orany other Govt. Organisations/Authorities including Public Sector Undertakings on such terms andconditions as to repayment, interest or otherwise as it may think fit such sums as may be necessary forthe purpose of the Company, upto a limit of Rs.400 crores for fund based transactions/facilities and uptoa maximum of Rs. 800 crores inclusive of utilization for non-fund based transaction/facilities as welloutstanding at any one time and that such borrowing shall be exclusive of temporary loans/workingcapital loans obtained or to be obtained by the Company from Company's Bankers/Govt. of India/State Govt.(s)/Bodies Corporate/Autonomous Bodies or any other Govt. Organisations/Authorities/PublicSector Undertakings in the ordinary course of business."

"FURTHER RESOLVED THAT the consent of the Company be and is hereby accorded to the Board toprovide any immovable or moveable properties of the Company as security against the borrowing fromthe Bank(s)/Financial Institution(s)/Body(ies) Corporate in India and abroad, Central Govt./State Govt.(s),Autonomous Bodies or any other Govt. Organisations/Authorities including Public Sector Undertakingsupto the total amount not exceeding Rs.400 crores for fund based transaction/facilities and upto maximumof Rs.800 crores inclusive of Utilisation for non fund based transaction/facilities as well."

"FURTHER RESOLVED THAT the consent of the Company be and is hereby accorded to the Board tocomplete all necessary formalities and to make all arrangements to deal, negotiate and to do all suchdeeds and acts for obtaining borrowings upto a limit of Rs.400 crores for fund based transactions/facilities and upto a maximum of Rs. 800 crores inclusive of utilization for non-fund based transaction/facilities as well outstanding at any one time and that such borrowing shall be exclusive of temporaryloans/working capital loans obtained or to be obtained by the Company from Company's bankers/Govt. of India/Public Sector Undertakings etc. in the ordinary course of business."

By order of the Board For Telecommunications Consultants India Limited

Date:- 19.09.2013 K.RaghavanPlace: - New Delhi Company Secretary


NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT ANY OTHER PERSON AS HIS / HER PROXY TO ATTEND AND VOTE (INCASE OF POLL) INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BEDEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PROXY FORM ISAPPENDED.

2. Statement pursuant to Section 102 of the Companies Act, 2013 [*Explanatory Statement pursuantto Section 173(2) of the Companies Act, 1956] relating to the special business to be transacted atthe Meeting is annexed hereto and forms part of the Notice.

3. Shareholders seeking any information with regard to Accounts are requested to write to theCompany at least two working days before the date of the meeting so as to enable themanagement to keep the information ready.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 [*EXPLANATORYSTATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956]

Item no. 3 - Borrowing PowersTCIL is having borrowing powers upto a limit of Rs.400 crores for fund based transactions/facilities andupto maximum of Rs.800 crores inclusive of utilization for non fund based transaction/facilities. Recently,request was sent to DOT for financial support by infusion of equity or in the form of soft loan from Govt.of India. DOT is considering the option of soft loan. In the Shareholders' resolution earlier passed intheir 21st AGM dated 29.09.99 in the lender's list, there is a mention of Bankers/Financial Institutions/Bodies Corporate in India and abroad, while "Govt. of India" has not been mentioned for borrowing.Therefore, the resolution needs minor modification for adding the Govt. of India also in the list. In viewof this, in the resolution earlier passed by the Board/Shareholders, it is proposed to add the word "CentralGovt./ State Govt.(s)/Autonomous Bodies or any other Govt. Organisations/Authorities including PublicSector Undertakings" in the lender's list.

In this regard, it is to be mentioned that pursuant to the provisions of Section 180(1)(a) and Section180(1)(c) of the Companies Act, 2013 *[Section 293(1) (a) and 293(1) (d) of the Companies Act, 1956],approval of Board of Directors and Shareholders of the Company are required for such modifications.Hence, the requisite approval of the shareholders is being sought in terms of the provisions of Section180(1)(a) and Section 180(1)(c) of the Companies Act, 2013 *[Section 293(1) (a) and 293(1) (d) of theCompanies Act, 1956].

In order to authorize the Board for taking further action, it is necessary to pass the said Special Resolutionfor the borrowing powers as set out in the notice.The Board of Directors of the Company, in their 203rd Meeting held on 23.04.2013 approved the abovemodification in Borrowing powers, subject to the approval of the Members.None of the Directors of the Company is in any way related with each other.The Directors recommend the Item No. 3 as Special Resolution for approval of the Members.Disclosures in terms of Section 102 of the Companies Act, 2013:-i. None of the Promoters, Directors, Key Managerial Personnel of the Company and their relatives

thereof is anyway concerned or interested in the proposed resolution except to the extent of theirholding of Equity Shares in the Company.

ii. All the relevant documents in respect of accompanying notice for Item No. 1 to 3 are open forinspection at the Registered Office of the Company on all days (except on Sunday), between 11:00AM to 5:00 PM and Saturday i.e. 28.09.2013 between 11:00 AM to 5.00 PM and on Monday i.e.30.09.2013 between 10:00 AM to 12:00 AM.

* Ministry of Corporate Affairs, Government of India issued Notification dated 12.09.2013 vide which98 Sections have come into effect from 12th September 2013.

Chairman’s Speech


CHAIRMAN'S SPEECH

Dear Shareholders,

I heartily welcome all of you on the occasion of35th Annual General Meeting of your Companyand I would like to share the highlights ofachievements of the company. The Audited AnnualAccounts, Directors' Report, Statutory Auditors'Report and NIL Comments of C&AG, which havealready been provided to you, are taken as readwith your permission.

THE ECONOMY

The economy slowed to around 5.0% for the 2012-13 fiscal year compared to 6.2% during last fiscalyear. On August 28, 2013 Rupee hit an all time lowof Rs.68.80 against US dollar. In order to controlthe fall in Rupee, the government introduced capitalcontrols on outward investment by both corporateand individuals. The global economic scenarioremained far from being stable, and this is beingreflected in the prospects for India's growth as well.Indian Economy is witnessing high inflation anddecreased growth. However, Telecom was amongleading sectors along with Tourism and Railwaysthat have registered more growth compared to othersectors. The key point is that Government isexpected to carry on the reforms process in aconsistent manner to sustain the growth momentum,and get back to high growth trajectory.

INDUSTRY

The telecom sector in our country has seenexponential growth in past few years, coupled with

fierce competition and tariff wars. However, withshrinking revenues and swelling expenditure, evenprivate telecom operators are finding themselvesin a tight corner.

New services like m-commerce, m-health andm-education will play major role in driving theeconomic and social agenda of the country. Thiswould necessitate that telecom companiescontinue to grow with the market, if they are toprovide true value proposition to their consumers,and remain competitive on a sustained basis. Theunderstanding of the consumer will determinesuccess in the future.

TCIL has always been in the forefront of launchof new technologies. With the emergence of newtechnologies like 3G/4G, m-commerce, m-health,the company needs to keep pace with the fastchanging technological growth. TCIL looksforward to venture into these areas in India andabroad on the strength of its core competency

DIVIDEND

Your Directors are pleased to recommend aDividend of 6.5% of the Profit after Tax (PAT) forFinancial Year 2012-13 amounting to Rs.102.45lakhs.

FINANCIAL RESULTS

During the year under review, the Turnover of yourCompany has improved to Rs. 7082 Million asagainst the last year Turnover of Rs. 6808 Million.The Profit after Tax of your Company has alsoincreased substantially to Rs.157.6 Million as


against Rs. 80.3 Million of previous year, as suchProfit After Tax has increased by 96%.

PROJECTS

I would like to present a brief overview of thevarious projects executed by TCIL during the year.The Pan African project, which is one of theprestigious projects of TCIL is under operationsand management phase upto July 14, 2014.Execution of this project has helped TCIL tomaintain consistently high standard ofperformance, and quality of service, which hasgiven a competitive edge to TCIL in reaching newmarkets and clientele segments.

Dr. Sam Pitroda, Advisor to Prime Minister ofIndia also visited TCIL Bhawan, New Delhi on31st July 2012 and addressed to various Africancountries about Public Information Infrastructureand Innovation under Pan-African e-NetworkProject on this Network to Dignitaries in AfricanCountries amidst senior officers of the MEA. Hementioned that this is the biggest project ofdistance education and Tele-medicine everundertaken in Africa.

In Sierra Leone, your Company is executing SierraLeone Infrastructure Modernization Project. TCILhas also ventured in a new project in Sierra Leonefor establishing a siren warning system to provideflood warning to the villages.

During the year under review, TCIL, Kuwait hasbagged a prestigious maintenance contract inKuwait Oil Sector for a period of five years forCommunication Maintenance and Services in JointOperations, Wafra. TCIL also bagged DataNetwork installation project in Kuwait NationalPetroleum Company (KNPC) for providing Fiberconnectivity for twelve shelters. During this year,TCIL, Kuwait has been awarded Health Safety &Environment (HSE) Excellence Silver Award bythe American Society of Safety Engineers (ASSE),GCC Region in the Communications MaintenanceCategory.

TCIL, Mauritius has been awarded two projectsduring the year under review. One is Multi OrderContract for Civil Engineering and Cable Works(MT590) and the other is Preventive Maintenance& Subscriber Connection Works (MT573).

TCIL, KSA branch is primarily working on theLatest Fibre to Home (FTTX) for the two TelecomOperators in the Kingdom of Saudi Arabia viz.Saudi Telecom Company & M/s Mobily. FurtherSaudi Electricity Company has awarded work toTCIL for installation for customer connection upto36 KV including cable laying. TCIL, KSA is alsotrying to venture into Tele-education and Tele-Medicine and discussions with some Universitiesare underway for tie up. Further your Company istrying to get business in marketing of Non-Clonable Ids security solutions and buildingrelationships with SAUDI ARAMCO and SaudiElectricity Company.

TCIL is executing ADB funded InternationalConsultancy Project for South Asia Sub-regionalEconomic Cooperation (SASEC) InformationHighway Project in Bhutan and Nepal. TCIL hassuccessfully completed a consultancy project forproviding MPLS based Enterprise BusinessSolutions for PGCIL, New Delhi.

Managed Service is the another new business linethat has been taken up to provide complete end-to-end Managed Enterprise Solutions to variousclients.

National Internet Backbone Phase - II Project forBharat Sanchar Nigam Ltd. has been successfullycommissioned, and is operating successfully. Asthe subscriber base increased, BSNL had awardedexpansion of NIB Project from 5 million to 10million customer base which has also beencompleted successfully during year under review.

Various modules of SAP-ERP project have beenimplemented by TCIL at Dakshin Haryana BijiVitran Nigam Ltd. (DHBVN).

Having empanelled with Power FinanceCorporation (PFC) for consultancy works underRestructured Accelerated Power Development andReforms Programme (R-APDRP) projects, TCILis undertaking consultancy works for 7 utilitiesacross India.

Your company is executing the Consultancyproject for Supply, Implementation, MISdevelopment, ERP solutions, e-tendering systemfor MPPGCL.

TCIL continues to be retained as TurnkeyConsultant by the Ministry of Micro, Small and


Medium Enterprises (MSME), Government ofIndia, since August 2010 for Implementation andmonitoring of the operation of 'Udyami Helpline'scheme of the Ministry.

Your company is also offering state-of-the-artelectronic procurement services based on the e-procurement software of Electronic Tender,especially designed and developed forGovernment procurement, and havingcomprehensive functionality as required for publicprocurement.

Bharat Broadband Network Ltd.(BBNL) hasawarded the work of procurement of ProjectManagement software to your Company.

The e-governance Division of your company ispresently executing various prestigious MissionMode Projects defined under the National e-Governance Plan (NeGP)of Government of India(GoI) such as Crime and Criminal Tracking andNetworking Systems (CCTNS), Metro-LinkExpress for Gandhinagar & Ahmedabad (MEGA),Municipal Corporation of Greater Mumbai(MCGM), e-Governance in Municipalities inAssam.

TCIL has executed various projects of WirelessInfrastructure & Satellite Communication likeEMF Radiation Complaint Testing, DoT, QoSAudit for Telecom regulatory Authority of India(TRAI).

Your Company has successfully executed thecontract for Supply, Erection and Commissioningof 24F ADSS type Optical Fibre Cable alongwithassociated accessories and OLTE & MUXEquipments for Transmission Corporation ofAndhra Pradesh Limited (APTRANSCO). TCILhas also successfully executed another contract forSupply and supervision of installation of 24FOptical Power Ground Wire (OPGW) cable &Optical Fibre Approach Cable (OFAC) alongwithaccessories by APTRANSCO.

TCIL has been awarded 430 Km OPGW cableerection works on 220/400 KV lines in Gujarat byM/s GETCO, Vadodara.

Civil Division of your company is delivering thecomplete infrastructure services in a way ofproviding comprehensive Project Management

Consultancy Services and Architectural Servicesfrom concept to completion. The increasedperformance and Quality works of civil divisionhas enabled TCIL to book orders of more than Rs.8000 Millions from various governmentdepartments including works on Nomination Basisand also by National Competitive Bidding.

TCIL is also providing construction services inHealthcare and Medical sector like Renovation andexpansion of ESIC Hospital at Okhla, New Delhi,Construction of ESIC Dispensary cum DiagnosticCentre and staff housing at Jeedimetla, Hyderabadand construction of Trauma Centres includingsupply of modern medical equipments in differentdistricts of Bihar for the State Health Society, Govt.of Bihar.

Your company is also doing projects of Nationalimportance for Educational Institutions likeConstruction of National Institute of FashionTechnology at Raibarielly, construction of SportsStadium for Jawahar Navodaya Vidyalaya atRaibarielly, construction of Jawahar NavodayaVidyalaya at Banswara, Rajasthan and many more.

After successful completion of Bhawanigarh-Nabha-Gobindgarh Road corridor project on BOTbasis in Punjab now. Your company is alsoexecuting 2 Road projects on BOT basis in thestate of Madhya Pradesh, which are underconstruction. Apart from BOT projects, TCIL isinvolved in Widening and strengthening of Sonpurto Guwahati section of NH-37 in the state ofASSAM. TCIL has been working as ProjectImplementation Agency of Rural Roads in U.P.also. TCIL has completed rural connectivity tomore than 400 villages with total route length of1885 kms.

TCIL Engineers Carrying out Quality Control Tests onBina- Kurwai - Sironj Road Project on BOT Basis


Your company has bagged from BSNL aprestigious project of national importance againststiff competition, for procurement of DigitalSatellite Phone Terminals (DSPT) for providingvoice and Data services to the population residingin most inaccessible, high security and sensitiveareas across India. These terminals numbering5000 are primarily to be deployed in NorthernEastern states, Orissa, higher reaches of J&K,Uttaranchal and remote forest areas of CentralIndia, coastal areas in southern India.

Your company has been awarded FTTX projectby Reliance Jio Infocom Limited(RJIL) forGhaziabad area. This project involves Delivery ofDesign and Engineering guidelines document forFTTX planning and design and projectmanagement consultancy for 63 OLT's (OpticalLine Terminal) for Ghaziabad area. The project isbeing successfully executed with propercoordination with the client and work on somemore areas in the NCR are also expected soon.

With regard to TCIL's Operations in CountriesAbroad, in Nepal, apart from SAARC tele-medicine and tele-education e-Network Projects,TCIL has successfully executed several Telecomprojects such as Laying, splicing, termination,testing and handing over of Optical Fibre Cableon turnkey basis.

telecom and IT services for exploring furtherbusiness opportunities. In pursuit of globalexcellence, TCIL has to constantly scanenvironment revising its strategies and goal etc. Ithas always been our endeavour to serve ourcustomers with seamless and integrated state-of-the-art world class technology services atcompetitive price without any discrimination

CORPORATE GOVERNANCE

Corporate Governance plays vital role in today'sCorporate World as we see collapse of Institutions,Systems and procedures due to poor governance.TCIL's Corporate Governance Philosophy is basedon principles of integrity, accountability, equity,transparency and commitment to values. YourCompany is in compliance with all the requirementof the guidelines on Corporate Governance issuedby Department of Public Enterprises. TCIL alwaysensures the adoption of good ethics by followingthe code of conduct. A copy of the code of conductis also available on the website of the company.All Board Members and Senior ManagementPersonnel have affirmed compliance with the Codeof Business Conduct and Ethics.

TRANSPARENCY

Company has implemented Integrity Pact forprocurements above Rs. 10 Million by signing anMOU with Transparency International. Thresholdlevel of Procurement which falls under this pacthas now been reduced to Rs.3 lakhs. The companyis also holding meetings of Independent ExternalMonitors (IEMs) from time to time to review andoversee the implementation of Integrity PactProgramme and in this regard, Annual Report wasalso submitted to CVC.

CORPORATE SOCIAL RESPONSIBILITY

TCIL has undertaken various Corporate SocialResponsibility (CSR) initiatives such as ComputerEducation in 10 rural schools at Vellore, TamilNadu, Supply and commissioning of prefabricatedGirls toilet facilities in 10 schools in Kota,Rajasthan and Establishing network of institutionsof Modern Education with institutions of ancientIndian Sciences for collaboration.

FUTURE PLANS

With major slow down in the economic scenarioand swift technological advancement, thecompany is aiming to diversify into Hi-tech

Visit of Secretary (Telecom) to TCIL Head Quarters


Apart from this, a 2-day workshop on CSR wasorganized at TCIL head office in New Delhi inthe month of March'13. TCIL has contributed asum of Rs 2 lakhs towards the annual recurringcost of National CSR Hub at Tata Institute ofSocial Sciences and for creating a corpus.

ACKNOWLEDGEMENT

I am grateful to the Department ofTelecommunications, Telecom Commission,Comptroller and Auditor General of India,Statutory Auditors and Branch Auditors, ourBankers, Exim Bank, ECGC and other valued

customers for their continued co-operation andsupport. I also take this opportunity to extend mythanks to all the employees for their support andunderstanding. I also wish to express myappreciation to the outgoing Directors for theirvaluable contribution during their tenure. I am surethat with the support of each one of you, TCILwould scale new heights in future.

Thank you very much.

(Vimal Wakhlu)Chairman & Managing Director

Directors’ Report


2. Dividend

Your Directors recommend the payment ofDividend of 6.5% of the Profit after Tax forFinancial Year 2012-13 subject to the approval ofthe Members at the Annual General Meeting.

3. Year in Retrospect - Standalone TCILOperations

Your Company has achieved a Turnover ofRs. 7082 Million during the year 2012-13 ascompared to the previous year Turnover ofRs. 6808 Million. The Profit after Tax of yourCompany was Rs.158 Million as against previousyear's figure of Rs. 80.3 Million.

Reasons for shortfall in turnover vis-à-vis RBE /MOU

i) Company could not get the order from DelhiGovt. for Education Project amounting toRs. 2150 Million.

ii) Expected order for Rs. 6050 Million forNOFN Project has not been finalized infavour of the Company.

iii) Defence tenders wherein TCIL was L1 havebeen cancelled and re-tendered.

iv) ASEAN Project for Tele-education for US$30 Million has not been finalized.

4. Vision and Mission

Vision

"To excel in providing solutions in informationand Communication Technology, Power andInfrastructure Sectors globally by anticipatingopportunities in technology"

Mission

"To excel and maintain leadership in providingCommunication solutions on Turnkey basis inTelecommunications and Information TechnologyService Sector globally and to diversify byproviding excellent infrastructure facilitiesparticularly in the High Tech areas."

5. Strategic Plan

Your Company has developed a long term strategicplan to be tuned with the changing environmentby adopting new technologies while expandingoperations. The strategy developed by thecompany is as follows:

1. Financial Highlights

(Rs. in Million)

Particulars Consolidated Standalone

2012-13 2011-12 2012-13 2011-12

Turnover including Other Income 19029 17518 7082 6808

Profit before Tax 2314 2303 199 192

Provision for Tax 714 614 41 111

Profit after Tax 1600 1689 158 80.3

Profit available for appropriation 1600 1689 158 80.3

Appropriation :

Proposed Dividend 10.2 16 10.2 16

Dividend Tax 1.7 2.6 1.7 2.6

Transfer to General Reserve 1588 1670 146 62

DIRECTORS' REPORT

TO THE MEMBERS

Your Directors have pleasure in presenting their 35th Annual Report together with Audited Statement ofAccounts for the year ended 31st March 2013.


i) Rigorous Efforts to procure business andexpand our operations in Telecom, IT andCivil Infrastructure sector both in India andabroad.

ii) Leveraging ICT technology to provideaffordable and innovative services / productsparticularly the Rural segments ofPopulation.

iii) Establish cost effective business processes.

iv) Matching technical expertise with a strongfocus on quality products and customersatisfaction

6. Major Projects under Execution

6.1 Pan African e-Network Project

The basic objective of the Pan-African e-Networkproject is to assist Africa in capacity building byway of imparting quality education to 10,000students in Africa over a 5-year period in variousdisciplines from some of the best IndianUniversities/Educational Institutions. Besides, thiswould provide Tele-Medicine services by way ofon line medical consultation to the medicalpractitioners at the Patient End Location in Africaby Indian Medical specialists in variousdisciplines/specialties selected by African Unionfor its Member States.

As of 31st March 2013, 48 member countries ofthe African Union are participating in the project,which provides Tele-Education, Tele-Medicineservices from Indian institutions to the Africancountries and VVIP connectivity for videoconferencing and VoIP services among the Headsof the States over a period of five years.

Satellite Hub Earth station at Senegal wascommissioned and made operational in April 2008in the building constructed by TCIL. The DataCenter at TCIL Bhavan, New Delhi has also beencommissioned and connected with the Hub Stationwith 4 Mbps IPLC link. As of 31st March 2013,the network has been established with LearningCenter(LC), Patient End Location(PEL) and VVIPnodes in 48 African Countries namely: Benin,Botswana, Burundi, Burkina Faso, Cameroon,Cape Verde, Central African Republic(CAR),Chad, Comoros, Cote d'Ivoire, Djibouti,D.R.Congo, Egypt, Eritrea, Ethiopia, Gabon, TheGambia, Ghana, Guinea-Bissau, Kenya, Lesotho,Liberia, Libya, Madagascar, Malawi, Mali,Mauritania, Mauritius, Mozambique, Namibia,Nigeria, Niger, Republic of Congo, Republic of

Guinea, Rwanda, Sao Tome & Principe, Senegal,Seychelles, Sierra Leone, Somalia, South Sudan,Sudan, Swaziland, Tanzania, Togo, Uganda,Zambia and Zimbabwe.

All the twelve Indian Super Specialty Hospitalsselected by MEA have signed the agreement withTCIL. All these 12 Super Specialty Hospitals are:AIIMS New Delhi, Amrita Kochi, Apollo Chennai,CARE Hyderabad, ESCORTS New Delhi, FortisNoida, Narayana Hrudayalaya Bangalore, SRMCChennai, Moolchand New Delhi, HCGBangalore, Nanavati Mumbai and Sanjay GandhiPost Graduate Institute of Medical SciencesLucknow. Five Regional Super SpecialtyHospitals (RSSHs) in Nigeria, Republic of Congo,Mauritius, Senegal and Egypt and five RegionalUniversity Centers (RUCs) in Ghana, Uganda,Cameroon, Malawi and Egypt have also beencommissioned and integrated with the Network.Regular Tele-Medicine CME services have beenstarted and are in progress since April 2009. 3033CME sessions had been held from Indian SuperSpecialty Hospitals till 31st March 2013.

Tele-education services started in Delhi Universityfrom 03/09/2010, University of Madras (UNOM)from 14/07/2010, BITS Pilani from 08/03/2011,Amity University from 14/09/2009 and IndiraGandhi National Open University (IGNOU) from11/02/2010. Presently over 10,200 students areregistered from 36 countries with these 5-universities of India for taking education in 23programmes which includes MBA, MFC,M.Sc.(IT), MTM, Bachelor in Finance andAnalysis, B.Sc.-IT, BBA, BTS, PGDIT, Diplomain HIV/AIDS Education and Childcare etc. Morethan 3,900 sessions have been conducted from theUniversities in above programmes.

The project is under operations and managementphase upto July 14, 2014.

Visit of Hon’ble External Affairs Minister,Govt. of India, Sh. Salman Khurshid


The commissioning of Pan African project is oneof the most inspiring success stories of TCIL. Itpaves the way for TCIL for maintaining highstandards of New Generation Technologies inTele-education and tele-medicine fields.

Dr. Sam Pitroda, Advisor to Prime Minister ofIndia visited TCIL Bhawan, New Delhi on 31stJuly 2012 and addressed to various Africancountries about Public Information Infrastructureunder Pan-African e-Network Project, amidst thepresence of High Commissioners andAmbassadors of African countries and seniorofficers of the Ministry. Some African countrieshe interacted with include: Botswana, Burundi,Cote d Ivoire, Djibouti, Egypt, Eritrea, Libya,Malawi, Mozambique, Somalia, Uganda andZambia.

– Sanjay Gandhi Post Graduate Institute ofMedical Sciences (SGPGIMS), Lucknow

The network is currently operational in twocountries at the following hospitals:

* Indira Gandhi Institute of Child Health(IGICH), Kabul, Afghanistan

* Patan Hospital, Kathmandu, Nepal.

6.3 Telecom & IT Services

6.3.1 Consultancy Projects

6.3.1.1 Consultancy Services to PGCIL

TCIL has successfully completed a consultancyproject for providing MPLS based EnterpriseBusiness Solutions for PGCIL, New Delhi. Thescope of work includes formulation of a businessmodel for the marketing and selling of MPLSservices and develop the comprehensive tenderdocument to shortlist, select and appoint thenational/regional/telecom-circle or state-levelexternal agencies/firms/franchisees for marketingselling Enterprise Business services.

6.3.1.2 Complete End-to-End ManagedEnterprise Solutions

TCIL has started a new business line in ManagedService including System Integration (SI)Capabilities, which enable TCIL to providecomplete end-to-end Managed EnterpriseSolutions to esteemed customers / ServiceProviders in India and abroad on hosted as well ason-site basis on OPEX/CAPEX Model as permarket requirements.

6.3.1.3 Restructured Accelerated PowerDevelopment and Reforms Programme(R-APDRP)

Having empanelled with Power FinanceCorporation (PFC) for consultancy works underRestructured Accelerated Power Developmentand Reforms Programme (R-APDRP) projects,an endeavor of Ministry of Power, Govt. ofIndia, TCIL undertook the consultancy worksfor 7 utilities across India namely MadhyanchalVidyut Vitran Nigam Ltd. (MVVNL- Lucknow),Uttarakhand Power Corporation Ltd. (UPCL),Madhya Gujarat Vij Company Limited(MGVCL), Dakshin Gujarat Vij CompanyLimited (DGVCL), Himachal Pradesh StateElectricity Board (HPSEB), Uttar Haryana BijliVitran Nigam (UHBVN) and Bihar State

After the Special Lecture, Mr. Sam Pitrodaaddressed the African diplomats and members ofthe media, during which he described the Pan-African e-Network Project as one of the finestexamples of the growing partnership betweenIndia and Africa. He mentioned that this is thebiggest project of distance education and Tele-medicine ever undertaken in Africa.

6.2 SAARC Tele-Medicine and Tele-Education Projects funded by Ministry ofExternal Affairs, Govt. of India

TCIL has implemented Tele-Medicine and Tele-Education network in SAARC countries. TheNetwork is primarily intended to provide Tele-Medicine consultation & CME services from thefollowing two identified Super Specialty Hospitals.

– Post Graduate Institute of MedicalEducation and Research (PGIMER),Chandigarh

Hon’ble External Affairs Minister, Govt. of Indiadelivering a lecture on PAN - African e-network


Electricity Board (BSEB). The implementationworks by the chosen IT Implementation Agency(ITIA), is almost getting completed in all theseutilities, except UHBVN and BSEB, whereinprogress is slow, but will be completed duringcurrent year.

6.3.1.4 Consultancy for setting up & operationof "UDYAMI Helpline" Call Centers forMinistry of Micro, Small & MediumEnterprises (MSME), Government of India

TCIL has been retained as Turnkey Consultantby the Ministry of Micro, Small and MediumEnterprises (MSME), Government of India,since August 2010 for Implementation andmonitoring of the operation of 'UdyamiHelpline' scheme of the Ministry. UdyamiHelpline, a national-level call center, has beenset up by Ministry of MSME to provideinformation to the MSME sector on the single-window concept. Udyami Helpline providesinformation to first generation entrepreneursregarding project profiles available in thewebsite of Ministry of MSME/ KVIC and otherMinistries, other formalities required in settingup of an enterprise, formalities required forgetting loans from banks, availability of subsidyunder various schemes of the Ministry e.g.Prime Minister's Employment GenerationProgramme, name and address of UdyamiMitras who can provide necessary guidance.Various MSME schemes, credit facilities,technology & training facilities and otherfacilitation services are available to MSMEs andentrepreneurs across the nation on this nationaltoll free number 1800-180-MSME(1800-180-6763) in Hindi and English. Udyami Helplinewas inaugurated by Hon'ble Prime Minister ofIndia on Aug 21, 2010.

6.3.1.5 Consultancy services for theimplementation of management informationsystem (MIS) including ERP solutions forMadhya Pradesh Power Generating Co. Ltd(MPPGCL)

TCIL has been awarded the Consultancy projectfor Supply, Implementation, MIS development,ERP solutions, e-tendering system for MPPGCLand setting up of Generation Control Centre atMPPGCL corporate office with the establishmentof Wide Area Network (WAN) through satelliteas well as Local Area Network (LAN), Groupware,

and Video Conferencing System at MPPGCLheadquarter and its thermal and Hydel powerstations. The project is under execution & contracthas been signed with implementation Agency.

6.3.2 Projects

6.3.2.1 NOFN

TCIL was mandated by the High Level Committee(HLC) to prepare the NOFN consultancy reportand subsequently carry out the ProjectManagement work of the NOFN project videminutes of the 7th HLC held on 23.1.2012. TCIL,with its vast experience of setting up of opticalfibre networks, has conceptualized the NOFNproject for extending fiber to the 250000 villagesof the country. TCIL report was accepted forrolling out the process of implementation of theproject and BBNL was created for taking forwardthe implementation. BBNL has awarded the workof supply of Project Management software for atotal value of Rs. 95 Million. TCIL is intendingto participate in the tenders for laying of opticalfibre and GPON equipment floated by theexecuting agencies.

6.3.2.2 Projects of Wireless Infrastructure &Satellite Communication (WI/SAT.COM)Group

A. SITC of 50M tower, AIR Guwahati: TCILis currently executing the project for Supply,installation, testing and commissioning of50M towers (3 nos.) for Prasar Bharati, AIR,Guwahati in Mizoram and Tripura for a totalvalue of Rs.13.3 Million.

B. EMF Radiation Complaint Testing, DoT:TCIL is executing the project of EMFradiation testing for Department ofTelecommunications. The pilot project hasbeen taken up in Mumbai.

C QoS Audit for Telecom RegulatoryAuthority of India (TRAI)

TCIL has successfully completed QoS Audit forCellular, Broadband and Wireline services for allthe operators in three zones namely North, Westand south consisting of 17 circles for TRAI forthe year 2012-13. The nature of QoS Audit is,mainly to verify the benchmark fixed by TRAIfor various Key Performance Indicators (KPI),against the quality of the Service, provided by allthe Service Providers on near real time basis.


6.3.2.3 NT Division

APTRANSCO PROJECT

TCIL has successfully executed the contract forSupply, Erection and Commissioning of 24FADSS type Optical Fibre Cable alongwithassociated accessories and OLTE & MUXEquipments for a contract value of INR. 104Million for Transmission Corporation of AndhraPradesh Limited (APTRANSCO). The aboveproject was a part of the Government of AndhraPradesh prestigious flagship Handri Neeva &Gandikota Lift Irrigation Schemes to benefitmillions of farmers and covers a route length about500 kms spread over in three districts in AP viz.Kurnool, Anathapur and Kadapa.

TCIL has successfully executed another contractfor Supply and supervision of installation of 24FOptical Power Ground Wire (OPGW) cable &Optical Fibre Approach Cable (OFAC) alongwithaccessories for a contract value of Rs. 54.2 Millionby the Transmission Corporation of AndhraPradesh Limited (APTRANSCO). The total routelength involved was about 270 Kms on 400 KVtransmission lines.

TCIL is currently executing 3 turnkey projects forTransmission Corporation of Andhra PradeshLimited (APTRANSCO) valued at INR 140Million for Survey, Design, Supply, Erection &Commissioning of Optical Ground Wire Cables(OPGW) and Optical Fibre Cable of ADSS typeon 363 Kms of high voltage overhead power lines.The project also includes Supply andCommissioning of OLTE, MUX and SwitchingEquipments.

GETCO PROJECT

TCIL has been awarded 430 Km OPGW cableerection works on 220/400 KV lines in Gujaratby M/s GETCO, Vadodara valuing INR 21.5million. Supply of material is scheduled to start inAugust'2013 and shall be completed byOctober'2013. Stringing of OPGW and other alliedworks is likely to start in October'2013 and shallbe completed by January'2014.

6.3.2.4 DSPT Project for BSNL

Your company has bagged from BSNL aprestigious project of national importance

against stiff competition, for procurement ofDigital Satellite Phone Terminals (DSPT) forproviding voice and Data services to thepopulation residing in most inaccessible, highsecurity and sensitive areas across India. Theseterminals numbering 5000 are primarily to bedeployed in Northern Eastern states, Orissa,higher reaches of J&K, Uttaranchal and remoteforest areas of Central India, coastal areas inSouthern India. The value of Project is approx.INR 400 Million.

The terminal consisting of a small satellite antennatogether with associated electronics will bepowered by solar system of suitable capacity.These terminals will be operating on INSATsatellite in Ku-Band with the Hub station locatedat Sikandarabad, in Uttar Pradesh. Completion ofthis project will ensure reliable communicationfacilities to the population in rural areas wherecommercial power supply is not available and itis very difficult to provide any other mode ofcommunication. These terminals are easy to installand maintain, quick to deploy and can be operatedby semi-skilled manpower.

The project is under execution. The equipment atHub station is installed and tested. The Networkwill start functioning very shortly.

Locations where DSPTs are installed


6.3.2.5 FTTX Project for Reliance Jio InfocomLimited

TCIL has been awarded FTTX project by RJILfor Ghaziabad area. This project involves twomajor activities,

1. Delivery of Design and Engineeringguidelines document for FTTX planningand design. This is a onetime deliverablewhich will serve as a guideline for doingthe design and planning for OSP Networkbased on Fiber optic . The final documenthas already been submitted to client.

2. The second part involves projectmanagement consultancy for 63 OLT's(Optical Line Terminal) for Ghaziabad area.As a part of this TCIL is executing thefollowing activities

a. AOI (Area Of Interest) Survey -Identification of areas of interest

b. BOI (Building Of Interest )/homepassSurvey - Within the AOI the BOI'sand homepass are identified. This isthe initial input required for planningthe OLT feeder loops.

c. High Level Design of the feeder anddistribution ODN (Optical DistributionNetwork). Provide the properplacement of FDC's and splitters.

d. The design is detailed out in GISsoftware from which the IFC (Issuefor Construction) drawing and BOQis generated which forms input for thecontractor to carry out the OSP works.

3. GPON Architecture is being used for theFTTX Project. It is a solution for point-to-multipoint topology purely in optics is PON(Passive Optical Networking) which usespassive splitters i.e. no power needed in OSPand only N+1 optical transceivers(minimum possible). This technologyavoids costly opto-electronic conversions.

4. The project is being successfully executedwith proper coordination with the client andwork on some more areas are also expectedsoon.

6.3.3 IT Services

6.3.3.1 National Internet Backbone Phase - IIProject for Bharat Sanchar Nigam Ltd.

Project includes Data Centers in four cities viz.Bangalore, Delhi, Mumbai and Pune (Disasterrecovery) with various components such asMessaging and Storage Service Platform,Operation Support System (OSS) & Billing,Security System and Enterprise ManagementSystem. The scope of work also includedimplementation of components like Mediation andBilling (Pre-paid and post-paid), Security, OtherManagement Systems. All the components in thisproject have been commissioned and operatingsuccessfully.

As the subscriber base increased, BSNL hadawarded expansion of NIB Project from 5 millionto 10 million customer base which has also beencompleted successfully during year under review.

6.3.3.2 ERP at DHBVN and UHBVN

Various modules of SAP-ERP project (MaterialManagement, Project Systems, PlantMaintenance, Quality Management and Financialand Management Accounting (FI and CO))

Data Centre NIB Project

Various components of DSPT System


implemented at Dakshin Haryana Bijli VitranNigam Ltd. (DHBVN) have provided them variousbenefits. In immediate future, integration of ERPwith R-APDRP Part 'A' would yield furtherautomation benefits to DHBVN. Looking into thebenefits that have accrued at DHBVN, the otherpower utilities in Haryana, Uttar Haryana BijliVitran Nigam Ltd. (UHBVN) are also planningERP implementation on similar lines.

6.3.3.3 Development of Treasury ManagementInformation System (TMIS) and HumanResourse Management Information System(HRMIS) Application Software, Delivery andInstallation of Equipment for the TMIS andHRMIS data centres in KYRGYZ Republic

Joint Venture of FreeBalance & TCIL has beenawarded a project for "Development of TreasuryManagement Information System (TMIS) andHuman Resource Management InformationSystem (HRMIS) Application Software, Deliveryand Installation of Equipment for TMIS andHRMIS Data Centers" for the Government of theKyrgyz Republic". TCIL is responsible for supply,installation & commissioning of completeHardware, Networking & System Software.Supply & installation of Hardware, Networking& System Software has been successfullycompleted.

6.3.3.4 Implementation of computer aidededucation in 1500 schools of U.P under ICTscheme on BOOT basis

TCIL is executing a prestigious project for"Implementation of Computer aided education in1500 schools of U.P under ICT scheme on BOOTbasis" by Director of Secondary Education, UP.The project has been successfully commissionedin all the schools & is under operation phase. 2.5years of operation have been completed so far.

6.3.3.5 State-of-the-Art e-procurement serviceof TCIL

TCIL is offering state-of-the-art electronicprocurement services based on the e-procurementsoftware of ElectronicTender®, especially designedand developed for Government procurement, withunmatched and comprehensive features for securityand transparency, and having comprehensivefunctionality as required for public procurement.TCIL's e-procurement portal, Electronic TenderSystem® (ETS) comprehensively addresses almost

every nuance of the formal Public Procurementprocess, having 'Legal', 'Security' and 'Transparency'related significance. ETS offers added functionalityof e-Reverse Auction, e-Forward Auction, and e-Catalog Purchase, integrated with the core sealed-bid e-Procurement system. In terms of security,transparency and comprehensive functionality, thee-procurement software used in ETS amongst thebest available software in the market and is perhapsthe only readily deployable e-procurementapplication which can be implemented anywherewithout any customization of the software. TCIL'sETS Portal can be used by any Buyer organizationin India for electronic procurement/ auction on pay-as-you-use basis. TCIL also offers to set up similarpublic portals in other foreign countries and/ordedicated e-procurement portals for large/sensitiveorganisations in India and abroad by licensing thee-procurement software.

Electronic Tender®'s software using which TCILprovides e-procurement services is the first suchsoftware to be certified by STQC, Department ofInformation Technology, Government of India(DIT), on 18th January 2013, for full compliancewith the "Guidelines for Compliance to QualityRequirements of e-Procurement Systems dated31st August, 2011" which is the mostcomprehensive guideline issued by Governmentof India (this can be accessed from the URL http://egovstandards.gov.in/guidelines). Most other e-Procurement Service Providers including evenGovernment organizations as well as large MNCshave so far not succeeded in getting thiscertification for compliance to the aboveGovernment of India Guidelines. Several PublicSector Enterprises and Public Institutions in Indiaare using the e-Procurement services of TCIL fora variety of complex and high-value e-tenders ande-auctions.

6.3.3.6 e-Governance Projects

The e-governance Division of your company ispresently executing various prestigious MissionMode Projects defined under the National e-Governance Plan (NeGP)of Government of India(GoI).

➢ Crime and Criminal Tracking andNetworking Systems (CCTNS)

The basic objective of this project is toconnect all police stations and its


supervisory offices across the country forsharing crime and criminal informationwhile automating the functions at policestation level. TCIL is providing its servicesas State Project Management Unit (SPMU)for the CCTNS Project in five states of India,viz: 1) Chhattisgarh, 2) Jharkhand, 3)Jammu & Kashmir, 4) Himachal Pradesh5) Meghalaya.

➢ Metro-Link Express for Gandhinagar &Ahmedabad (MEGA)

The Ahmedabad - Gandhinagar Metro Railproject is being promoted with the objectiveof providing safe, fast and eco-friendlytransportation service to public at affordablerates while simultaneously reducing thecongestion on roads. TCIL is providing itsservices for Enterprise IT Solution fromconcept to completion of the projectincluding planning, survey, design,procurement, delivery, commissioning.

➢ Municipal Corporation of GreaterMumbai (MCGM)

MCGM have undertaken a project toupgrade their existing Water Utility BillingSystem with state-of-the-art technology toprovide better service to their citizen andefficient and effective system to maximizetheir revenue. TCIL is providing its servicesas consultant for concept to completion ofthe project involving AS-IS study, BusinessProcess Re-engineering, To-be report,Functional Requirements, monitoringimplementation, roll-out till go-live.

➢ e-Governance in Municipalities in Assam

This mission mode project envisages roll-out of e-Governance in municipalitiescovering Urban Local Bodies (ULB) toimprove efficiency and effectiveness ininteraction between local government andits citizens, bring transparency andaccountability in governance, and improvequality and timely delivery of services tocitizens. TCIL is providing its services asconsultant for concept to completion of theproject involving AS-IS study, InceptionReport, Business Process Re-engineering,To-be report, Bid Process Management,Implementation and Commissioning.

6.4 Civil Infrastructure Projects:

Civil division of your company is presentlyoperating in more than twelve states of India andis delivering the complete infrastructure servicesby way of providing comprehensive ProjectManagement Consultancy Services andArchitectural Services from concept tocompletion.

The increased performance and Quality works ofCivil Division has enabled TCIL to book ordersof more than Rs. 8000 Millions from variousgovernment departments including works onNomination Basis and by National CompetitiveBidding. In addition to handling a number of MajorBuildings and Roads Projects, Civil Division TCILis also providing Third Party Quality ControlServices, e.g. TCIL has successfully monitored theRs. 1220 Millions prestigious CommonwealthProject, Construction of Salimgarh Fort toVeldrome Road Delhi, Package-II as Third PartyQuality Assurance Agency (TPQAA).

Services of TCIL in this field at present are in fourmain categories viz Construction of Educationaland Institutional Buildings, HealthcareInfrastructure and Hospitals, ResidentialComplexes and Construction of National and StateHighways including BOT Projects.

Some of our major Building projects in hand includeConstruction of Buildings for Battalions and armedforces for Ministry of Home, Govt. of Mizoramwith an estimated cost of Rs. 6000 Millions, ProjectManagement Consultancy Services for World HQBuilding of Rural Electrification CorporationLimited at Gurgaon (a project registered underGRIHA for obtaining the maximum star rating forGreen Buildings valuing Rs. 2000 Millions),Architectural, Structural designing and PMC forIOCL refinery township project at Paradip, Orissavaluing Rs. 2000 Millions, Construction of variousinfrastructure development and Area Developmentworks under JNNURM in various towns ofRajasthan valuing Rs. 1500 Millions andConstruction of residential complex at RajivGandhi Thermal Station at Hissar (Haryana) valuingRs. 500 Millions and Construction of ESIC ModelDispensary at Mira Road, Thane, Maharashtravaluing Rs. 150 Millions.

TCIL is also providing construction services inHealthcare and Medical sector like renovation and


expansion of ESIC Hospital at Okhla, New Delhihaving construction cost of approximately Rs.1750 Millions, Construction of ESIC Dispensarycum diagnostic Centre and staff housing atJeedimetla, Hyderabad valuing Rs. 420 Millionsand construction of Trauma Centres includingsupply of modern medical equipments in differentdistricts of Bihar for the State Health Society, Govt.of Bihar, valuing Rs. 400 Millions.

Km Lakhnadone-Ghansore Road and another isStrengthening, widening, maintaining/ operationof 57 Km Bina-Kurwai-Sironj Road of valuingRs. 700 & 900 Millions respectively. Apart fromBOT projects, TCIL is involved in widening andstrengthening of Sonpur to Guwahati section ofNH-37 in the state of ASSAM valuing Rs.1660Millions. TCIL civil division is well experiencedin execution of PMGSY projects after thesuccessful execution of similar projects in the stateof Madhya Pradesh and Chhattisgarh. TCIL hasbeen working as Project Implementation Agencyto Rural Roads in U.P. also. TCIL has completedrural connectivity to more than 400 villages withtotal route length of 1885 kms.

TCIL is having wide range of existing &prospective clients, in which client spectrum iswide spread from Central to state departments,PSU's to various state agencies. Details of few areas follows.

● Employee State Insurance Corporation(ESIC), Ministry of Labour andEmployment, Govt. of India.

● Rajasthan Urban Infrastructure Finance &Dev. Corp. Ltd. (RUIFDCO), Ministry ofUrban Development, Govt. of Rajasthan.

● State Health Society, Ministry of Health andFamily Welfare, Govt. of Bihar

● Uttar Pradesh Rural Road DevelopmentAgency, Govt. of U.P.

● Madhya Pradesh Road DevelopmentCorporation, Govt. of M.P.

● Haryana State Road DevelopmentCorporation, Govt. of Haryana

● Navodaya Vidyalaya Samiti, Ministry ofHRD, Govt. of India.

● PWD, Govt. of Haryana.

● Indian Oil Corporation limited (IOCL).

● Steel Authority of India Limited

● Ministry of Commerce & Industry

TCIL is executing several projects for leadingPublic Sectors of India like Rural ElectrificationCorporation Limited, Ministry of Power, NationalThermal Power Corporation, Steel Authority ofIndia Limited, Ministry of Steel, Indian OilCorporation Limited, Ministry of Petroleum andNatural Gas, Govt. of India etc.

Your company is also doing projects of Nationalimportance in the field of Educational Institutionslike Construction of National Institute of FashionTechnology at Raibarelly with a project cost of Rs.550 Millions, construction of Sports Stadium forJawahar Navodaya Vidyalaya at Raibarielly with aproject cost of Rs. 140 Millions, construction ofJawahar Navodaya Vidyalaya at Banswara,Rajasthan valuing Rs. 150 Millions and many more.

TCIL has successfully executed the Rs. 900Millions, Bhawanigarh-Nabha-Gobindgarh Roadcorridor project of 55Km length on BOT basis inPunjab and operational with Toll collection. TCILis executing 2 Road projects on BOT basis in thestate of Madhya Pradesh, which are underconstruction, The first one is development of 39

Internal view of successfully completed Special Care NewBorn Baby Unit (SCNU) at Buxar District, Bihar

Non Plant Building, IOCL Paradip, Odisha


In addition there are some more projects in pipeline which are expected to be awarded during thenext few months such as ESIC Meera Road,Western Zone, Lucknow Income Tax Deptt.,Shahjahanpur Income Tax Deptt., Establishmentof Trade Centre at Agra, Council of Leather Exportunder Ministry of Commerce & Industry.

3. Construction of foundation, erection &commissioning of 30 BTS towers for UTL,a mobile operator, on different locations allover Nepal. The project has beensuccessfully completed.

4. Installation, testing and commissioning ofOptical PDH Multiplexing equipment atPathalaiya, Simara, Parwanipur and Birgunjfor Nepal Electricity Authority.

6.5 Operations in Countries Abroad

Nepal

Apart from SAARC tele-medicine and tele-education e-Network Projects, TCIL hassuccessfully executed several Telecom projects inNepal. Some of them include

1. ADB funded International ConsultancyProject for South Asia Sub-regionalEconomic Cooperation (SASEC)Information Highway Project in Bhutan andNepal. The project involves providingConsultancy to MOIC, Royal Governmentof Bhutan and MOIC, Nepal for deploymentof the SASEC Regional Network andVillage Network. The consultancy servicesincluded survey, network design,development of basic & detailed technicalspecifications, submission of detailedproject report, preparation of bid document,tendering through MOIC, evaluation &award of contracts, supervision ofinstallation and commissioning of villagenetwork and regional network.

2. Laying, splicing, termination, testing andhanding over of Optical Fibre Cable onturnkey basis to interconnect mobile towersof Ncell Pvt Ltd all over Nepal. The projectwas successfully completed for approx 200Kms route length. Ncell is the largest privatemobile operator in Nepal.

Kuwait

TCIL, Kuwait branch has been managing andimplementing Telecommunications, Maintenanceand Turnkey projects continuously for over 25years. During the current year 2012-13, TCIL hasbagged a prestigious maintenance contract inKuwait Oil Sector for a period of five years forCommunication Maintenance and Services in JointOperations, Wafra. TCIL also bagged DataNetwork installation project in Kuwait NationalPetroleum Company (KNPC) for providing Fiberconnectivity for twelve shelters. Besides the abovetwo, many small value Optical Fiber installationcontracts were also awarded by the GSM and ISPoperators in Kuwait.

During 2012-13, TCIL, Kuwait achieved aturnover of INR. 391.10 Million and profit of INR.30.80 Million. The orders on hand worth INR555 Million are under execution. Further TCIL,Kuwait has also participated in many Telecom andIT tenders of worth INR. 2687 Million.

Mauritius

During year under review, one major project i.e.Contract for Civil Engineering and Copper & FibreOptic Cabling Works for Mobile Backhaul(MT545) of value of MRs. 5.32 Million was

Basement + G + 7 Officer’s Flats for Rajeev GandhiThermal Power Project at Hissar (Completed)

Work in Progress in Nepal Project


completed in the main island of Mauritius. Apartfrom the above, one more multi order contract forCivil Engineering and Cable Works in Mauritius(MT516) project value of MRs. 50.98 Million isnearing completion.

Also, TCIL, Mauritius is executing other contractsfor Preventive Maintenance Contract for Civil andCable Works (MT522) of value of MRs. 37.55Million and Curative Maintenance forUnderground Cable (MT528) of value of MRs.17.43 Million.

TCIL, Mauritius has been awarded two projectsduring the year under review. One is multi orderContract for Civil Engineering and Cable Works(MT590) of value of MRs. 93.75 Million and theother is Preventive Maintenance & SubscriberConnection Works (MT573) of value of MRs.63.13 Million.

Kingdom of Saudi Arabia (K.S.A.)

TCIL, KSA has recorded a turnover of Rs. 964Million this year with profit of Rs.102 Millionduring the year.

The Major clients are STC, MOBILY, Ericsson,Nokia Siemens Networks, Nokia Siemens NetworksAl-Saudia Company Ltd, DATASAD, AL Jomaihand BATCO. The branch is primarily working onthe Latest Fibre to Home (FTTX) for the two TelecomOperators in the Kingdom of Saudi Arabia- SaudiTelecom Company & M/s Mobily. In Bandariya

District., the Company has started the Operation andMaintenance work as per the terms of contract. Twomore districts Sualmaniya and Duramiya areexpected to be completed by September 2013. TCIL,KSA is being entrusted with the maintenance of theFTTX network in most of the Eastern region of SaudiArabia because of the continued trust anddemonstrated quality of work by M/s Mobily.

The outlook continues to be encouraging in KSAand the target for the year 2013-14 is Rs. 1500Million for the project. As a major breakthrough,TCIL has been allotted Operation and Maintenancefor 5 Cities for FTTX works by MOBILY for Rs600 Million for 3 years. Further, Saudi ElectricityCompany has allotted job for Rs 225 Million toTCIL for installation for customer connection upto 36 KV including cable laying during the year.TCIL, KSA has also participated in the tender inRiyadh city for installation of power system andcustomer connection including cable laying up to36 KV wherein TCIL is expecting a Budgetallocation of Rs. 1000 Million for 3 years.

TCIL, KSA is also trying to venture into Tele-education and Tele-medicine and discussions withsome Universities are underway for tie up.

Sierra Leone

TCIL is executing following Projects in SierraLeone :

A. Siren Warning System Project,Bumbuna, Sierra Leone

TCIL has ventured in a new project in Sierra Leonefor establishing a siren warning system to provideflood warning to the villages within the inundationareas downstream the Bumbuna dam site by meansof electronic sirens. Though the project is not of a

Self contained shelter for USM Equipments, KSA, Project

FTTH Work is in progress in UAE


very high value, it is a new field of disastermanagement system for TCIL and the tender waswon by TCIL against stiff competition fromestablished, reputed international manufacturers.The total cost of the project is around INR 4 Croreand the project is funded by World Bank.

The scope of work involves the delivery,installation, testing and commissioning of theSiren Warning System. The warning systemcomprises of 27 solar powered sirens, to beinstalled at locations, identified by dam authority,in various villages situated in the flood area of thedam and 2 control stations, one located near thedam and one 30 Km downstream. The controlstations and sirens are connected by a VHFcommunication system for transfer andacknowledgement of warning commands issuedfrom the Control Stations.

The system is designed so that once the potentialthreat of flooding is ascertained by the DamOperator the siren system at each location can betriggered remotely from either control station.Control Station and electronic sirens shall be ableto communicate each other through two differentsystems, viz.VHF link and cellular networkrespectively, and to report the status of the system(i.e. activation, operating condition) to the controlpoint and to a group of key personnel appointedby the client.

All the materials have already been delivered tosite and the project is under execution, which isexpected to be completed during 2013-14.

B Sierra Leone InfrastructureModernization Project (SIM PROJECT)

Telecommunications Consultants India Ltd.(TCIL) has been awarded a contract ofModernization & Expansion of Network andInfrastructure Project of Sierratel by Sierra LeoneTelecommunications Company Limited(Sierratel). The Contract value is 30.2 Million USdollars. This project is funded by Government ofIndia through ECOWAS Bank for Investment andDevelopment (EBID). The details of the projectare as below:

o TCIL - Lead Contractor and projectimplementer

o CTPL - Consortium partner of TCIL for theproject.

o Effective date of the project - 17thAugust'2012

o Proposed commissioning date - 31st March,2014.

The main components of the work are:

"IMS Based switching solution, CentralizedBilling solution, Provision of Internet services forSubscribers, Transmission & Microwave systems,Centralized ERP, CRM & Business Intelligencesolution, Construction of new Towers,refurbishment and painting of existing towers,Installation of Power plants, (Diesel Generators,

SIREN(S) ACTIVATION MODESFIRST MODE OF ACTIVATION : the warning system is remoditytriggered by the control station operator

CONTROL STATION

SECOND MODE OF ACTIVATION : the key personnal activates by means of moblethe control panies at the control station which will activate the stren system

CONTROL STATION

key personnal from the dam operator

THIRD MODE OF ACTIVATION : the stren are sounded individually at each location

ALTERING NOTIFICATION PLATFORM

CONTROL STATION

50 key reciplents

(1)(2) The status of the system (activation, diagnostic, monitoring) is notifiedto the control station either by RFL or cellular network

(B) The control station nodify the status to key personnal’s mobile phone

(C) Each receipents will be configurated to enable acknowledgement


Battery rectifiers, UPS), Air conditioners, Creatingthe Optical Fiber Ring in Freetown and CopperAccess Network of 10 Exchanges in Freetown and3 Provincial Cities etc." The main works are tobe executed at 19 locations including the capitalcity, Freetown.

This is perhaps the first project of the TCIL whichis so diversified in the nature and involve almostall components of the Telecommunication and ITSystem. Therefore, the execution of the project isalso very complex in nature. The material involvedin this project is huge in quantity & variety. Sofar, we have almost supplied 98% of the materialand in spite of various challenges such as RoadWidening in Freetown and Provincial cities, weare able to complete around 35% of the services.Despite the challenges, TCIL is hopeful to meetthe proposed commissioning date i.e.31.03.2014.So far Sierra Leone Project hasrecorded a turnover of Rs.851.4 Million in the year2012-13.

Renewable energy sources such as solar energy,wind energy, biomass energy, fuel cell energy arebeing explored worldwide. In India also, moreimportance is being given to use of solar energybecause it is cheaper and the conditions are verysuitable for generation of solar power.

TCIL has also decided to diversify in this area.TCIL had previously deployed solar system forsetting up of microwave links in Afghanistan, BTSsites in Bhutan, VSAT equipment in Nepal, SDHrepeater links in Ethiopia.

TCIL is making efforts to procure orders in greenenergy for telecom towers, Solar off- grid supplyand solar on-grid supply in Rural areas, Solar homelight solutions, Solar street light solutions. For thispurpose, TCIL has signed MOU's with variouscompanies who are supplier and manufacturers ofsolar energy solutions.

7. Order Booking

Order booking of TCIL was Rs. 4470 Millionduring the year 2012-13.

8. Outlook

TCIL has established its presence in more than 55countries in a span of 35 years of its businessexcellence. With the emergence of new technologieslike 3G/4G, m-commerce, m-health, the companyneeds to keep pace with the fast changingtechnological growth. TCIL looks forward toventure into new areas in India and abroad on thestrength of its core competency. The company isdiversifying into Hi-tech telecom and IT servicesfor exploring further business opportunities.

TCIL aims to enlarge its operations by consistentlymaintaining high standards of performance andquality of service. TCIL is looking at expansionin the global markets.

9. Capital Expenditure

As on 31st March, 2013, gross fixed assets stoodat Rs.2420 Million.

10. Subsidiaries / Joint Ventures

10.1 Subsidiaries

10.1.1 Intelligent Communication SystemsIndia Ltd. (ICSIL)

The company was promoted with Delhi StateIndustrial and Infrastructure Development

6.6 Green Energy

Need for Green energy is arising because ofrequirement of sustainable development and formanagement of earth resources such as coal, oiletc. Green energy shall reduce the dependence ondiesel and coal which has following disadvantages:

a) Cost of diesel is high and it is increasingday by day.

b) There is a large outflow of foreign exchangefor petroleum import.

c) General of electricity with use of coal anddiesel increase in carbon foot print andglobal temperature.

C-5 Migration work in progress for Huamei (Omantel)


Corporation (DSIIDC) as the major stake-holder.TCIL had made an investment of Rs.3.6 millionin ICSIL towards equity. ICSIL is IS/ISO9001:2008 certified Company and is executingprojects in the area of supply of hardware and othercomputer peripherals to Delhi government and tovarious other government departments. TheCompany is also executing high tech projects innetworking and software. The Company hascontinuously improved its performance andexpanded its area of operations throughout theyear. The Turnover of the Company during theyear 2012-13 was Rs. 527 Million and Profit afterTax was Rs. 14 Million.

10.1.2 TCIL Oman LLC

In TCIL Oman LLC, our holding is 70% of theequity along with M/s Mustafa Sultan EnterpriseLLC (MSE), which is holding 30% shares in thisCompany. M/s MSE is in the process of selling itsstake to M/s National Telephone ServicesCompany LLC, Oman (NTS) owing to whichTCIL will be executing a fresh Joint VentureAgreement with M/s NTS.

10.1.3 Tamilnadu Telecommunications Ltd.(TTL)

TTL was established in the year 1988 inassociation with Tamilnadu IndustrialDevelopment Corporation (TIDCO) and M/sFujikura of Japan for manufacture of TelecomCable. TTL is a sick company. TCIL's stake inTTL is 49%. During the year, the Company hasmainly executed BSNL orders as well as somesmall orders. The Turnover of TTL is Rs. 163Million and the Company incurred a loss ofRs. 85 Million in the year 2012-13. Theperformance of the Company has improved during2012-13 as compared to the previous financialyear.

10.1.4 TCIL Bina Toll Road Limited

TCIL Bina Toll Road Limited (TBRTL) is a whollyowned subsidiary of TelecommunicationsConsultants India Ltd (TCIL) and has beenincorporated on 11.07.2012 with the object ofexecution of Bina-Kurwai-Saronj Toll RoadProject on design, build, finance, operate andtransfer (DBFOT) basis. The Road is underconstruction and likely to be completed in 2013-14. The Company will start collecting Toll during2013-14.

10.2 Joint Ventures Companies

10.2.1 TBL International Ltd. (TBL)

In 1989, TCIL has invested a sum of Rs.8.37Million which is 44.9% of its equity capital and atpresent, TBL India LLC is holding 40% and DSSEnterprises is holding 15.1% shares in theCompany. The major projects executed by TBLinclude Pan African e-Network Tele MedicineProject and also Telecom Software Projects. TheCompany achieved a Turnover of Rs.14.2 Millionand a Profit after Tax of Rs.3.28 Million.

10.2.2 Bharti Hexacom Ltd. ( BHL)

At present, TCIL and Bharti Airtel Limited (BAL)are holding shares in the ratio of 30:70 in BHL.TCIL has made an investment of Rs.1062 Millionin BHL in a phased manner. The companyachieved turnover of Rs.37,859 Million and Profitafter Tax of Rs. 5,821 Million during the year. TheCompany has declared a Dividend @ 20% on thepaid up capital of the Company, which includes15% as Interim Dividend. The Company hassubscriber base of 17.47 million.

10.2.3 United Telecommunications Ltd. (UTL)

In 2001, TCIL in association with MTNL, VSNL(Presently Tata Communications Ltd.) and a localpartner viz. Nepal Ventures Pvt. Ltd. formed a JVCompany called United Telecom Limited toprovide WLL based basic telecom services in theKingdom of Nepal. Presently, the Companyprovides basic mobile, NLD, ILD and DataServices in Nepal. During the year ending July15, 2012, the Company achieved a Turnover ofRs. 611.61 Million and booked a loss of Rs. 30.9Million. The Company has subscriber base of778000.

10.2.4 TCIL Saudi Company Limited (TSCL)

TCIL is holding 40% equity and M/s NESMA Groupis holding 60% equity in TSCL. The Company wasestablished in the year 1993 to undertake the variousTelecom Projects in Saudi Arabia. Govt. of India hasapproved the proposal of TCIL's acquisition of 60%of shares from NESMA Group. The acquisition ofshares by TCIL from NESMA Group is in progress.After completion of acquisition of these shares, TSCLwill become a wholly owned subsidiary of yourcompany.


11. Consolidated Financial Statement

Your Company is annexing the consolidatedfinancial statements prepared in accordance withthe Accounting Standards prescribed by theInstitute of Chartered Accountants of India.

12. Auditors' Report

The Auditors' Report to the Shareholders does notcontain any qualification.

13. Attaching of Annual Report ofSubsidiary Companies along with AnnualReport of TCIL

In accordance with Circular No:5/12/2007-CL-IIIdated 08/02/2011 ( General Circular No:2/2011)of Ministry of Corporate Affairs, TCIL is notattaching the Annual Report of SubsidiaryCompanies along with the Annual Report of TCIL.As such, TCIL undertakes that Annual Accountsof the subsidiary companies and the relateddetailed information shall be made available toshareholders of TCIL and Subsidiary companiesseeking such information at any point of time. TheAnnual accounts of the subsidiary companies shallalso be kept for inspection by any shareholders inthe head office of TCIL and of the subsidiarycompanies concerned. TCIL shall also furnish ahard copy of details of accounts of subsidiarycompanies to any shareholder on demand.

14. Conservation of Energy, TechnologyAbsorption and Foreign ExchangeEarnings

Information relating to Conservation of Energy,Technology Absorption, Foreign ExchangeEarnings and Outgo is placed at Annexure 'A'forming part of this Report.

15. Quality, Environmental andOccupational Health & SafetyManagement Systems

Being a high technology driven organization,your company is inculcating quality culture andadhering to ISO Norms with spirit andcontinuously improving its policies andprocedures suiting the requirement of customers.The Quality Policy statement of TCIL reflectsits commitment to quality, customer satisfaction,continual improvement and excellence, with theactive involvement of its employees and allstakeholders.

TCIL is certified to the ISO 9001:2008international standard by Bureau of IndianStandards. The licence is valid till January 2014.The Quality Management System of TCILencompasses all the elements of the organization,including people, work environment, resourcesand infrastructure, customers' requirements,materials and purchases, provision of services,project execution, environmental and safety issues.Feedback is taken from our customers and alsoour employees to measure their satisfaction andtake their suggestions. Appropriate corrective andpreventive measures are taken and theireffectiveness monitored. A surveillance audit wasconducted by auditor from Bureau of IndianStandards on 20th-21st December 2012. Therewere no non-conformities and the QualityManagement System was appreciated by theexternal auditor.

TCIL is also committed to protecting theenvironment and conserving precious naturalresources. TCIL is certified to the ISO 14001:2004international standard for EnvironmentalManagement System. Care is exercised in ourprocesses, activities and services to minimize thenegative environmental impacts, save resourcessuch as water, power, fuel and paper and reducepollution. During this year over 200 existing lightswithin the head office premises were replaced byenergy efficient LED lights. TCIL also takessuitable measures to prevent accidents and protectthe health of its personnel. This commitment isreflected in TCIL's Health, Safety andEnvironmental Policy statement which iscommunicated to its employees and suppliers.TCIL is also certified to the OHSAS 18001:2007standard for Occupational Health and SafetyManagement System. The OHSAS 18001:2007certification of TCIL is valid uptill August 2014.An integrated surveillance audit for the ISO 14001and OHSAS 18001 standards was conducted byexternal auditor in May 2012. The auditorrecommended continuation of both certifications.A renewal audit for ISO 14001:2004 certificationwas conducted by external auditor in March 2013.Subsequent to this audit, the ISO 14001:2004certification of TCIL has been successfullyrenewed for a further period of three years fromMarch 2013 - March 2016.

This year TCIL, Kuwait has been awarded HealthSafety & Environment (HSE) Excellence SilverAward by the American Society of Safety


Engineers (ASSE), GCC Region in theCommunications Maintenance Category.

16. Training & Development

The Company attaches the highest priority to thequality of intellectual capital at its disposal andbelieves that knowledge and skill of its employeesare the key to achievements of its corporate mission.TCIL has sound recruitment policy andcomprehensive training system. During the past oneyear, your Company has laid greater emphasis onHuman Resources Development. We have beendevoting substantial resources on building a skilledworkforce that has an innate capability to counterthreats posed by ever changing businessenvironment and to take advantages of opportunitiespresented to serve ever increasing customer base.

The Company has been conducting varioustraining and development activities which apartfrom reorienting the employees towards the greaterorganizational purpose, are also focusing oneliminating any skill gap and technicalobsolescence. The managements' view on trainingis one of development of employee's overallpersonality and enabling them in becoming a vitalproductive resource.

In the International market, there is an increasingdemand from the clients for deployment of humanresources with a particular certification, henceTCIL motivate its young engineers and managersby sponsoring them for certification programmeslike EDPM, PMP, CCNA etc. Employees certifiedin any of the areas are deputed to the project asper their specialization. These employees are alsosent for national conferences organized byinstitutes like PMI. Employees are encouraged toparticipate in training programs to earn PDUs andkeep up the status of the certification. TCILsponsors the employee for the annual membershipfee to be paid for these certifications. The skillspecialization of every employee is maintained ina database, and the expected skill set required to beenhanced is taken from the projects where they aredeputed. A gap analysis is done and the same isimplemented in the training schedule. Employeesare also sponsored by the company to participatein workshops, seminars, conferences etc.

17. Personnel

The manpower of TCIL as on 31/03/2013 are 916out of which 428 are Executives and 488 are Non-

Executives. TCIL always regards its HumanResources as one of its prime resources and assuch TCIL continue to give adequate emphasis andspecial attention to HRD activities. The companyhas a very lucrative promotional policy whichensures planned growth for the employees. Ourorganization continued to attain great importancein implementing the directives and policies ofGovernment of India regarding reservation of SC/ST and physically handicapped. TCIL is directlyrecruiting these candidates as and when therequirements arise by giving advertisements invarious newspapers indicating the no. of vacanciesreserved also.

EMPOWERMENT OF WOMEN

TCIL is continuously striving towards gendersensitization amongst our employees. At TCIL,we are providing a friendly workplace for ouremployees and safety /security measures for theemployees are strictly enforced too and we provideequal opportunities to all our employees. As awelfare measure, various benefit schemes areincorporated in TCIL like maternity leave has beenenhanced from 90 days to 180 days for all womenemployees to take care of their small children.There is an increase in the managerial andsupervisory category of women employees. Somefemale employees are holding highermanagement/ authoritative posts in TCIL. Now,more and more women are involved in decisionmaking. TCIL has constituted a SexualHarassment Committee for addressing thegrievances of women employees regardingharassment.

EMPLOYEE WELFARE ACTIVITIES

A grievance redressal system is also in place forall employees of TCIL where every week CMDTCIL addresses the issues /grievances of theemployees and follow up is done and appropriateaction is taken in this regard subject toadministrative constraints.

At the end of each month for employees who areretiring in that month, a farewell function is alsoorganized for making them feel important andbidding farewell to them. TCIL has alsoorganized many yoga classes in the year 2013from TCIL empanelled accupressure doctor,Dr. Jha for providing relief from normal stressand job related tensions to the employees.Trainings/lectures are organized in TCIL


Premises or venues in Delhi/ outside Delhi fromtime to time to cater the needs of employees invarious fields. For energizing and rejuvenatingthe employees from job stress and for being freshfrom day to day monotony, subsidized tours wereorganized for TCIL employees at Manali andMount Abu/Udaipur in 2012 and 2013 tomotivate them and help them get refreshed.

PARTICULARS OF EMPLOYEES

The information regarding particulars ofemployees in respect of remuneration in excessof limit prescribed under section 217 (2A) of theCompanies Act, 1956 and the Rules made thereunder is NIL for the year 2012-2013.

18. Use of Hindi

Your company has been taking several steps forprogressive use of Hindi in Official Work.Chairman & Managing Director intiated to writenotes in Hindi. TCIL is also making vigorousefforts to implement the official language policyof the Central Govt. Meetings of OfficialLanguage Implementation Committee wereregularly held in every quarter. Hindi Fortnighthas been celebrated in the month of Septemberfrom 01-09-2012 to 15-09-2012. During thefortnight, noting and drafting, official languageknowledge and Ashu Kavya Srijan Competitionswere organized. In the year under review, Hindiworkshops/seminars were organized quarterly.In order to increase the use of Official LanguageHindi, TCIL has been publishing its HouseJournal "Hamara TCIL" regularly. For use ofHindi, Unicode and other advanced tools havebeen installed in all the computers at TCIL HQ.

19. Vigilance

During the period 2012-13, apart frominvestigations and departmental inquiries,Vigilance Division has taken various initiativesto enhance the transparency in the company'soperations. Vigilance Awareness period wasobserved in TCIL w.e.f., 29.10.2012 to 03.11.2012,during which various events like Pledge by TCILemployees, Speech by a guest speaker on"Transparency in Public Procurement" and Debateand Essay Writing competitions were organizedfor bringing awareness among the employeesabout the vigilance matters.

In line with the guidelines issued by CVC,publication of tender enquiry on Central Public

Procurement Portal has been implemented inTCIL. In addition, TCIL's e-procurement portalhas been commissioned. Vendor RegistrationSystem has also been made operational.

In respect of Integrity Pact Programme, besidesregular IEMs Meetings, an Annual Vendors Meetwas organized on 5th March, 2013 in TCIL. Allfunctional Directors of TCIL, IndependentExternal Monitors (IEMs) of TCIL, representativeof Transparency International India (TII), seniorofficers of TCIL and representatives from differentcompanies attended the meet. This was organizedto enlighten all the vendors about the Integrity PactProgramme being followed in TCIL and tofacilitate direct interaction of vendors with theIEMs, TII and TCIL's Management.

20. Corporate Governance

The Company has always aimed at the highestlevel of transparency, accountability and equityin its operations. The Corporate Governance reportincluding Management Discussion and AnalysisReport is annexed herewith along with this report.

21. Corporate Social Responsibility

The Company is committed to pursuing initiativesrelating to environment preservation, managementof natural resources, community health, educationand empowerment of children.

Following CSR Initiatives were carried out byTCIL during the year 2012-13:

COMPUTER EDUCATION IN 10 RURALSCHOOLS OF VELLORE, TAMIL NADU.

10 Schools were identified in rural areas of Velloredistrict in consultation with district administration.15 Nos. of Tablet PC's were provided to each ofthe ten selected schools, along with the studymaterials. The objective of the project was toimpart 3 months training to students of theseschools on handling & usage of Tablet PC's as atool for educational purposes, with contentscatering to their curriculum and also for generalcomputer awareness.

The CSR project was carried out through M/sTamilnadu Telecom Ltd which included theactivity of the assembly of the Tablet PCs,identification of the schools in consultation withthe local administration, supply of Tablet PCs,organizing the training programmes, evaluation ofthe impact of the training programmes etc.


The training program included Fundamentals onusage of Tablet PC including functions/facilitiesof Tablet PC, Basic knowledge on AndroidOperating System, Use of Tablet PC for MSOffice, MS Excel, MS Power point etc, Use ofTablet PC for internet browsing, Basic knowledgeon e-book, opening & reading an e-book andnavigation through pages, using notepad/drawingboard application for making sketches, openingand using other educational application software.

A total of 2316 students underwent trainingprogramme which included 1506 number of girlstudents.

SUPPLY AND COMMISSIONING OFPREFABRICATED GIRL TOILETFACILITIES IN 10 SCHOOLS KOTA,RAJASTHAN

10 Schools were identified in rural areas of Kota,Rajasthan in consultation with the districtadministration for providing prefabricated toiletfacilities for the girl-students. This has a directimpact in encouraging their attendance at schooland promoting women literacy.

Two pre-fabricated toilets were installed in eachschool. The project was executed by M/s Mantra.Girl students of the 10 schools benefitted fromthis CSR initiative.

ESTABLISHING NETWORK OFINSTITUTIONS OF MODERNEDUCATION WITH INSTITUTIONS OFANCIENT INDIAN SCIENCES FORCOLLABORATION.

Website www.vedicindia.in has been launchedunder CSR. The aim of this website is to serve asa platform for scholars and institutions of AncientIndian science and modern science to share andexchange the ancient knowledge for usefulapplication of this ancient knowledge.

M/s Indian Foundation for Vedic Science wasselected by open tendering process for providingthe content related to ancient knowledge and morespecifically on Energy management & Health fromthe area of Ancient Indian Sciences.

Various Institutions and scholars pursuing modernsciences and technology can access the websitefor accessing and sharing information on websitefor complementing or supplementing theknowledge at hand. The objective of the project isto bring together the Ancient Indian Sciencescholars and institutions which evince a great dealof interest for Ancient Indian studies on scientificlines and Modern scientists or scholars interestedin Ancient Indian scientific vision to co-ordinatefor synthesis of modern scientific knowledge withthe Ancient Indians studies so as to look into thepossible solutions from this precious reservoir ofknowledge, for all the modern day challengesincluding in sectors like Health, Energy, Ecologyetc.

PARTICIPATION IN CSR TRAININGS/WORKSHOPS

A 2-day workshop on CSR was organized at TCILhead office in New Delhi in the month ofMarch'13. The workshop was attended by 30executives of different ranks. The topics coveredin this workshop included CSR Policy & Strategy,Companies Bill, DPE guidelines on CSR, CSRImplementation Strategy, monitoring &evaluation, impact assessment, UN GlobalCompact, Organization for Economic Co-operation & Development (OECD) Guidelines,UN Millennium Development Goals, ISO 26000,

Handing over of Tablet PC to School Principal in Vellore,Tamil Nadu

Girls Toilet installed at a school in Kota, Rajasthan


selection of CSR projects, case studies.Professional and experienced faculty engaged inCSR work was engaged for this workshop. Theworkshop succeeded in generating awareness onCSR among the employees and was appreciatedby the participants.

Considering company-wide awareness generationfor the CSR, middle-level executives from TCIL'sMumbai project office were also sent for a 2-dayseminar on CSR organized by Indian Center forCSR at Mumbai.

CONTRIBUTION TO CSR HUB TO TISS

TCIL has contributed a sum of Rs 2 lakhs towardsthe annual recurring cost of National CSR Hub atTata Institute of Social Sciences and for creatinga corpus.

SUSTAINABLE DEVELOPMENTPROJECTS

TCIL has undertaken significant measures forenvironmental protection, energy efficiency,training and awareness of employees towardssustainable development. During the last fiscalyear, over 200 nos of higher energy consumingexisting lightings such as tubes and bulbs werereplaced with energy efficient LED lights withinthe head office premises.

In addition, efforts were made for creatingawareness of waste management coveringsegregation and disposal in a non-polluting andresponsible manner. TCIL has been certified asISO 14001 for environment management.

During the year several employees were deputedfor conferences, workshops and seminars onsustainable development in order to createawareness within the organization.

RESEARCH AND DEVELOPMENT

TCIL had allocated a budget of Rs. 8.5 lakhs forResearch and Development activities in the last fiscalyear. The R&D Plan for the year included threeprojects - "Design and Development of a RetinalImage Based Wireless Sensor Module for affordablemobile health care"; Commercialization of TCIL's"Innovative ICT Solution for Sustainable Tele-education and Health care" and Development of a"Time and Presence based Energy Usage System".

The project of Retinal Image Based Wireless SensorModule for affordable mobile health care aims at

developing a low cost, portable, non-invasivediagnostic system for retinal ailments, usingelectronics and software. The device developedwould be used for monitoring retinal damage dueto diabetes/heart disease, so that problems aredetected early, potentially saving lives. The projectcommenced in fiscal year 2011-12 with signing ofan agreement with IIT Delhi as the research partner.In the last fiscal year, a first prototype of the devicewas developed and demonstrated.

Based on its experience of design, implementationand operation of Tele-education and Tele-medicinesystems and services, TCIL has developed aninnovative ICT Solution for Sustainable Tele-education and Health care. During the year, TCILplaced advertisements in several publications tocommercialize Tele-education and Tele-medicinesolutions.

TCIL signed an agreement with IndraprasthaInstitute of Information Technology, Delhi (IIITD)for development of a Time and Presence basedEnergy Usage System. This system can be usedto automatically switch off/on electrical equipmentbased on the presence of the person. The hardwareand software for this system was successfullydeveloped and demonstrated during the year.

22. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the CompaniesAct, 1956, the Directors to the best of theirknowledge and belief confirm:

1) That in the preparation of the AnnualAccounts, the applicable accountingstandards have been followed and there hasbeen no material departure.

2) That appropriate accounting policies andpractices have been applied consistently andthe Directors made judgments and estimatesthat are reasonable and prudent so as to givea true and fair view of the state of affairs ofthe Company as on 31st March, 2013 andof the Profits of the Company for the yearended on that date.

3) That proper care has been taken for themaintenance of Accounting records inaccordance with provisions of theCompanies Act, 1956 for safeguarding theassets of the Company and for preventingand detecting fraud and other irregularities.

4) That the Annual Accounts have beenprepared on a "going concern" basis.


23. Directors

Shri Vimal Wakhlu, Chairman and ManagingDirector, Shri V.K. Sharma, Director (Projects),Shri A.K. Gupta, Director (Finance), ShriShahbaz Ali, Director (Govt. Nominee), ShriRam Narain, Director (Govt. Nominee), ShriK.Sridhara (Independent Director - Non-OfficialPart Time), Smt. Anusua Basu (IndependentDirector - Non-Official Part Time), Prof. M.Balakrishnan (Independent Director - Non-Official Part Time) and Shri Madan Verma(Independent Director - Non-Official Part Time)continued to hold their posts throughout the yearunder review. However, Shri K.Sridhara, Smt.Anusua Basu, Prof. M. Balakrishnan, Shri MadanVerma, Independent Directors have ceased to bedirectors w.e.f. 14.04.2013 on completion oftenure of three years.

Shri Rajesh Kapoor has been appointed as Director(Technical) of the company w.e.f. 30th August,2012. Dr. K. Chandra Shekhar Iyer was appointedas Non-Official Part Time Independent Directorw.e.f. 6th July, 2012.

During the year under review, all the Directorsattended the five (5) Board Meetings held exceptas stated below:-

198th 08-05-2012 Shri M. Balakrishnan &Smt. Anusua Basu

201st 09-11-2012 Shri K. Sridhara &Shri Madan Verma

The last AGM was held on 25.09.2012 and all theDirectors attended the AGM.

24. Auditors

Comptroller and Auditor General of Indiaappointed M/s M.K. Aggarwal & Co., CharteredAccountants as Statutory Auditors for auditingAccounts of TCIL for the year 2012-13.

Apart from this, the following Foreign BranchAuditors were also appointed:-

Kuwait - Al -Waha Auditing Office

Oman - M/s George Mathew & Co.

Mauritius - M/s Moore Stephens

Saudi Arabia - M/s Ismail Consulting Group

UAE - M/s AIM Auditing

Sierraleone - M/s Leone Consultants

25. Acknowledgement

Your Directors would like to place on record thevalued cooperation and support extended by Deptt.of Telecom (DOT) and various Ministries of theGovernment of India, Comptroller and AuditorGeneral of India, Statutory Auditors and BranchAuditors, Exim Bank, ECGC and the Bankers.

The Directors wish to place their gratitude to thevalued clients both in India and Abroad for theircontinued trust, support and reposing confidenceon the company.

The Board of Directors also place on record theappreciation for the continued cooperationreceived from Joint Venture Partners andAssociates.

The Board also wish to take this opportunity toexpress their thanks for the valuable contributionmade by the outgoing Directors during their tenureon the Board of the Company.

The Directors also take this opportunity to recordtheir appreciation for the continued and dedicatedhard work and efforts of every employee of thecompany and expect the same in the coming yearsalso.

For and on behalf of the Board of Directors

(VIMAL WAKHLU)CHAIRMAN & MANAGING DIRECTOR

35th Annual General Meeting of TCIL


ANNEXURE 'A' TO THE DIRECTORS' REPORT

(A) Conservation of Energy

The Company is making all efforts to conserve energy by monitoring energy costs and periodicallyreviews of the consumption of energy in all offices and projects. It also takes appropriate steps to reducethe consumption through efficiency in usage and timely maintenance/ installation/ upgradation of energysaving devices.

Various initiatives taken for promoting use of Renewable and Alternate Energy Resources and use ofmeasures to save energy during the year 2012-13 are as follows:-

1) A computerized micro processor based Building Management System has been provided in theBuilding for operations & monitoring the various Building Services

2) The recommendations of the auditors have been fully followed in order to conserve the electricityload and accordingly, consumption has been reduced.

3) Replacing the light fittings with low consumption light sources.

4) Following the system of energy usage ontime/presence basis only.

(B) Technology Absorption

Now-a-days technology is fast changing which has a direct impact on the operations of the company.Constant upgradation of technology is essential to keep pace in the business environment.

The Company has focused on research and developmental activities and has been active in harnessingand tapping the latest and the best technology in the industry.

(C) Foreign Exchange Earning and Outgo

The Company has taken series of initiatives for development of export markets for its internationaltelecom services in the countries outside India and thereby increase its foreign exchange earnings.Totalforeign exchange earnings and outgo for the financial year is as follows:

a. Total Foreign Exchange earned : US$ 57.15 Million (Rs.3111.04 Million)

b. Total Foreign Exchange outgo: US$ 49.29 Million (Rs.2683.11 Million)

The total foreign exchange repatriated so far to our country is amounting to US$ 236.25 Million sinceinception.


MANAGEMENT DISCUSSION &ANALYSIS

i. Industry Structure and Developments

The economy witnessed a slow-down in manysectors. Telecom sector, being consumer driven isvulnerable to changes in the overall economicposition.

Emergence of 3G/4G technologies and the thrustof National Telecom Policy 2012 aiming to fosterthe growth of economy by commitment forimproved broadband availability, the IndianTelecom sector is poised for a major shift fromvoice to data, ushering in the next round of telecomrevolution. There is a greater demand for high-speed connectivity. The emergence of next-generation technologies providing for faster datatransfer is set to change the overall operatingscenario of the industry.

New generation services like m-commerce, m-health and m-education will play major role indriving the larger social agenda for the country.This will necessitate that telecom companiescontinue to evolve with the market if they are totruly provide value to their consumers and toremain competitive on a sustained basis.Differentiation on the back of greaterunderstanding of the consumer will determinesuccess in the future.

To cope up with swift changing technologicaladvancement, TCIL is diversifying its operationsinto e-procurement, e-governance, cellular mobiletelephony, Satellite Telephony, OPGWNetworking, 3G/4G technologies and GreenTechnologies.

ii Strength and Weakness

Strength :

TCIL is undertaking Turnkey Projects in all fieldsof Telecommunications, Information Technology,Civil and Architectural consultancy in India andabroad. TCIL has been expanding its operationsby consistently maintaining high standard ofPerformance and quality of service. The corecompetency of the company is in the fields ofSwitching systems, Transmission Systems, AccessNetworks, Cellular Services, RuralTelecommunication, Optical Fibre based backbonetransmission systems, IT & Networking Solutions,

Application Software e-governance Networks,Wireless Networks and Civil ConstructionProjects. TCIL provides a wide spectrum ofservices and has become a trusted brand in theTelecom Sector.

The company has been regularly up-grading itselfby deploying new technologies and entering intonew areas of operations. TCIL looks forward toventure into new areas of operations in India andabroad on the strength of its core competencies.

Weakness:

– Due to stiff competition in the market, themargins to be kept for grabbing the projectsare declining rapidly, which are in turndepleting the profits of the company.

– Lack of Autonomy for formation of JointVentures - Upto 15% of Net Worth isallowed for investment in Foreign JVs.

– No assured source or preferential award ofprojects even for OSP/OFC networks fromPSUs of DOT like BSNL/MTNL

– Limited availability of DOT/BSNL/MTNLmanpower support after 2005.

Opportunities and Threats

Indian telecom market holds large untappedpotential in the rural areas. With majority of thepopulation yet to get access to telecommunicationand rural tele-density still at under 40%, there issignificant growth potential for the sector. Urbanareas present potential by way of consumption ledgrowth of the voice and data services, while ruralareas offers opportunity by way of volume ledgrowth in voice and data space.

Similarly in Africa, there is huge opportunity yetto be leveraged, as most of our countries ofoperations still have low telecom penetrationlevels. The Company aims to fully utilize thisopportunity, and drive deeper penetration,especially in the rural areas. Further, newtechnologies will extend the reach oftelecommunication services and will offer newplatforms for development of new businesses

Delivery of Services using ICT in various Sectorsincluding Education, Health, Governance etc.holds a lot of potential in Developing Nations andTCIL already has good experience in the same.

FTTX services are also picking up in the country.


We expect a decent growth in the near future.

The major challenges faced by the Company are:

1) The pace of product innovation remainshigh.

2) Rapid changing technologies in the Industryleading to severe Competition in the market.

3) Preference to local bidders and privatizationof Telecom in Foreign Countries.

4) Change in the regulatory framework.

5) Increase in cost.

6) Abnormal Currency fluctuations/Depreciation of the Rupee.

iii. Segment-wise Performance

The performance of TCIL segment wise for theyear 2012-13 is as follows:

Figure in Million(Rs.)

Primary

Telecom 1300

Civil 1928

Consultancy and 2410Service Contract

Trading Activities 1030

Other Operating Revenue 152

Secondary

Inland Projects 3461

Foreign Projects 3359

iv. Outlook

As a strong player in the Indian Telecom Market,TCIL's outlook is promising and is in line withthe future growth potential of the sector. TCIL isaiming to expand its horizon by adopting newertechnologies and adaptive marketing skills.

TCIL is focusing on establishing efficient businessprocesses enabled by IT. It has always been ourendeavour to serve our customers with seamlessand integrated state-of-the-art world classtechnology services at competitive price withoutany discrimination. Search for innovations is acontinuous process at TCIL's end. With the launchof 3G, 4G and FTTX services, the telecom sectoris poised to take a giant leap in Life enriching

services delivered through better technology andservice delivery. Powered by higher browsingspeeds through technologies, the value addedservices continues to be an area of growth.

Green Telecom would be another area with a lotof potential on which TCIL would like to focus.

v. Risks and Concerns

Your company believes that Risk Management andInternal Controls are fundamental to effectivecorporate governance, and the development of asustainable business. TCIL has a robust processto identify key risks, and action plans that canmitigate these risks. The risk management systemof the company is overseen by a Risk ManagementCommittee comprising of Directors from theBoard. The advice of the Risk ManagementCommittee is duly implemented. Also, variousresponsibility centres have been devised forimplementation of action plans to mitigate risks.

vi. Internal Control Systems and theirAdequacy

The Company deploys a robust system of internalcontrols commensurate with its size, that facilitatesaccurate and timely compilation of financialstatements and management reports, ensuresregulatory and statutory compliances, and thehighest level of governance. The Audit Committeeof the Company at the Board Level reviews theInternal control systems and their adequacy.

Internal audit System of the Company maintainsa healthy balance between empowerment andaccountability at every operating level which inturn fosters a culture of responsible growth andwell judged risk taking. Internal Audit Departmentreports significant audit observations to the AuditCommittee. The Audit Committee reviews theaudit observations and monitoring theimplementation through action taken report.

vii. Human Resource Development

TCIL has always considered the Manpower as oneof the greatest assets. TCIL believes that motivatedand healthy employees can contribute moretowards the growth of the Organisation. With aview to ensure growth of employees, TCIL has asound recruitment policy and comprehensivetraining system and there is an excellentenvironment to learn. TCIL has been continuouslystriving for congenial work culture. TCIL has


maintained cordial human relations and there hasbeen no occasion of Employees unrest or any otherincident.

Employees and their dependants can get medicaltreatment from any doctor of their choice withinthe specified amount of annual OPD Limit, whichis revised from time to time. This is in addition toindoor treatment from reputed panel hospitals, ifrequired. During the year, TCIL organized variouspreventive health programmes including YogaClasses for maintaining sound physical as well asmental well being of its employees.

During the year, TCIL has also conducted varioustraining and development programmes which apartfrom reorienting the employees towards the greaterorganizational purpose are also focusing oneliminating any skill gap and technicalobsolescence. TCIL keeps on reviewing andimproving welfare activities for its employees andtheir families.

In the International market, there is an increasingdemand from the clients for deployment of humanresources with a particular certification, hence TCILmotivate its young engineers and managers bysponsoring them for certification programmes likeEDPM, PMP, CCNA etc. Employees certified inany of the areas are deputed to the project as pertheir specialization. These employees are also sentfor national conferences organized by institutes likePMI. Employees are encouraged to participate intraining programs to earn PDUs and keep up thestatus of the certification. TCIL sponsors theemployee for the annual membership fee to be paidfor these certifications. The skill specialization ofevery employee is maintained in a database, andthe expected skill set required to be enhanced istaken from the projects where they are deputed. Agap analysis is done and the same is implementedin the training schedule. Employees are alsosponsored by the company to participate inworkshops, seminars, conferences etc.


1. Corporate Governance

Corporate Governance goes beyond the practicesenshrined in the laws and is imbibed in the basicbusiness ethics and values that needs to be adheredto in letter and spirit. TCIL is having a well definedcorporate structure that establishes checks andbalances and delegates decision making toappropriate levels in the organization, though theboard remains in effective control of the affairs ofthe company. TCIL believes that good CorporateGovernance practices are essential for generatinglong term value and maintaining a sustainablebusiness model.

The Company has always promoted the higheststandards of corporate ethics and compliance inall its dealings and in the conduct of its operations.TCIL always ensures the adoption of good ethicsand good business sense by following the code ofconduct. A copy of the code of conduct is alsoavailable on the website of the company. All BoardMembers and Senior Management Personnel haveaffirmed compliance with the Code of BusinessConduct and Ethics.

2. Integrity Pact

Company has implemented Integrity Pact forprocurements above Rs. 10 Million by signing anMOU with Transparency International. Threshold

level of Procurement which falls under this pacthas now been reduced to Rs.3 lakhs. The companyis also holding meetings of Independent ExternalMonitors (IEMs) from time to time to review andoversee the implementation of Integrity PactProgramme and in this regard, Annual Report wasalso submitted to CVC.

3. Right to Information

As per the requirements of "The Right toInformation Act, 2005" TCIL appointed GroupGeneral Manager (TX) as the Central InformationOfficer (CPIO) as defined under the Act. Duringthe year under report information has beenprovided in response to 80 requests received.

4. Board of Directors

Composition

During the year the Board of Directors of thecompany met five times on 8th May, 2012, 7thAugust, 2012, 25th September, 2012, 9thNovember, 2012 and 31st January, 2013.

The details as to the attendance of the Directors inthe Board Meetings and the last AGM held on 25thSeptember, 2012 and number of otherdirectorships and committee memberships,chairmanships as on 31st March, 2013 are asfollows:

COMPANY'S REPORT ON CORPORATE GOVERNANCE


(@@) For number of Directorships in otherCompanies, only Public Limited Companies areconsidered. Private Limited Companies, ForeignCompanies and Companies registered underSection 25 of the Companies Act, 1956 have beenexcluded.

A brief profile of Directors who have joined TCILduring the financial year is as follows:

Shri Rajesh Kapoor aged 54 years, joinedTelecommunications Consultants India Limited in1983. He is B.Sc. Engineering (Electronics &Electrical Communication) from PunjabEngineering College, Chandigarh (PunjabUniversity) in First Division with Honours. He hasgot more than 30 years experience in variouscapacities in the field of Information Technologyand Telecommunication covering ProjectManagement and Execution, Consultancy,Business Development, Operations Management,Strategic Planning, System Analysis, DesignSoftware Development, Training.

Before taking over as Director on 30th August,2012, he was Group General Manager in TCIL.

Dr. K. Chandrashekhar Iyer, aged 52 years, joinedour Company as an Independent Director. He is aB.Tech. (Civil Engineering) from Banaras Hindu

University, M.Tech. (Structural Engineering) fromIndian Institute of Technology, Kanpur and holdsa Ph.D degree from Indian Institute of Technology,Madras. He is a Professor of Civil Engineering atIIT, Delhi. He has 14 years academic experienceand also 14 years of industry experience inconstruction. He has so far guided nine doctoralstudents and over a hundred master's projects. Hisarea of research interest includes infrastructureproject management and contract & disputeresolution. He has published a large number ofpapers in both national and international journalsand conferences. He served the Mazagon DockLimited from 1984 to 1986 and the MilitaryEngineer Services from 1986 to 1988, where hewas associated with a number of civil engineeringprojects. As a Project Manager in DRDO from1988 to 1998, he handled a number of time boundprojects of India's missile developmentprogramme where he was awarded commendationcertificate by Ministry of Defence for his valuablecontribution. He is a life Fellow of Institution ofEngineers (India) and Institution of Surveyors andempanelled arbitrator with Construction IndustryArbitration Council. He has been conferred withVishwakarma Award for the category OutstandingAcademician from Construction IndustryDevelopment Council in 2010 and Teaching

Name of the Category Attendance Attend- Number of Number ofDirector in Board ance in Director Committees

Meeting Last ships in (includingduring AGM other TCIL)2012-13 Companies

(@@) Mem- Chair-ber man

Vimal Wakhlu Chairman and Managing 5 Yes 5 1 1Director

Vinod Kumar Sharma Director (Projects) 5 Yes 1 2 -

Ajai Kumar Gupta Director (Finance) 5 Yes 5 4 -

Rajesh Kapoor Director (Technical) 3 Yes 1 1 -

Shahbaz Ali Director (Govt. Nominee) 5 Yes 1 4 -

Ram Narain Director (Govt. Nominee) 5 Yes Nil 2 -

M. Balakrishnan Independent Director 4 Yes 1 2 1

Madan Verma Independent Director 4 Yes 3 2 1

Anusua Basu Independent Director 4 Yes Nil 1 1

K. Sridhara Independent Director 4 Yes Nil 2 1

K. Chandrashekhar Iyer Independent Director 4 Yes 1 4 1


Excellence Award from Indian Institute ofTechnology Delhi in 2012 among others.

5. Information to the Board

The Board of Directors have complete access tothe information within the Company whichincludes Annual Revenue and Capital Budget,Periodic Statement of Accounts showing financialresults of the Company, Financing Plans of theCompany, Minutes of the Meeting of variousCommittees including Audit Committees, detailsof subsidiary and JV Companies, any materiallyrelevant default, compliance/ non-compliance ofany regulatory / statutory requirements.

6. Audit Committee

The constitution of the Audit Committee is inconformation with the requirements of Section292A of the Companies Act and also as per DPEguidelines. The Audit Committee acts as a linkbetween the Management, Statutory and InternalAuditors and the Board of Directors. AuditCommittee is responsible for company's financialreporting process, internal audit policies, financialand accounting controls, plans and procedures.Periodic accounts and annual accounts are placedbefore the Audit Committee prior to beingpresented to the Board and the Audit Committeereviews the financial statement in view of theadopted accounting policies and practices,compliance with Accounting Standards and otherlegal requirements. The Audit Committee alsoreviews the CEO/CFO Statement and alsoManagement Discussion and Analysis Report.

Powers of the Audit Committee

a) to investigate any activity within its termsof reference.

b) to obtain outside legal or other professionaladvice.

c) to secure attendance of outsiders withrelevant expertise, if it considers necessary.

d) to seek information from any employee.

Composition

Audit Committee constituted by the Board consistsof three Independent Directors and one Govt.nominee Director as on 31.03.2013. CompanySecretary is the Secretary of the Audit Committee.For the year under review, Audit Committeeconsisted of the following Members: -

1. Ms. Anusua Basu, Chairperson

2. Shri Madan Verma, Member

3. Prof. M. Balakrishnan, Member

4. Shri Shahbaz Ali, Member

The Audit Committee of the Board of Directorsmet four times on 28th July, 2012, 7th November,2012, 31st January, 2013 and 21st March, 2013during 2012-2013.

The composition and category of Members of theAudit Committee of the Board of Directors andattendance at the meeting is as under: -

7. Sub-committees of the Board ofDirectors

a) Remuneration Committee

The broad terms of reference of the RemunerationCommittee are to recommend to the Board, theremuneration payable to employees, revision insalary, Performance Related Pay (PRP), criteriafor payment of perks and general personnelpolicies. During the year under review, followingDirectors were the Members of the RemunerationCommittee:

1. Mr.Madan Verma, Chairman

2. Mr.K.Sridhara, Member

3. Mr.Shahbaz Ali, Member

Special Invitee

4. Director (Projects)

5. Director (Finance)

b) Risk Management Committee

The risk management of the company is overseenby the Risk Management Committee of the Board.It includes the business and strategic risk. TheCommittee oversees the risks which are inherent

Sr. Name of the Designation Category Attend-No. Directors ance

1. Ms. Anusua Chairperson Independent 4Basu Director

2. Shri Shahbaz Member Govt. Nominee 4Ali Director

3. Shri Madan Member Independent 3Verma Director

4. Prof . M. Member Govt. Nominee 3Balakrishnan Director


in the business pursued by the company. TheCommittee oversees it through review / approvalof the business plans, projects and approvals forbusiness strategy / policy.

During the year under review, the members of RiskManagement Committee of Directors were asunder:

Shri M. Balakrishnan - Chairman

Shri Ram Narain - Member

Director (P) - Member

Director (F) - Member

Director (T) - Member

8. Name, address and contact details ofthe Compliance Officer:

Shri K. Raghavan is the Compliance Officer ofthe Company. The Compliance Officer can becontacted at the following numbers:

Shri K. Raghavan

Phone No. : 011- 26202126 (O)0120-2481208 ®

Mobile No. : 9868393796

E-mail : [email protected]

9. Annual General Meetings (AGMs) :

The details of last 3 Annual General Meetings ofthe Company are as under

per Accounting Standard -18 forms part ofthe Notes to the Accounts.

(c) Disclosure of Accounting Treatment:Company follows the Accounting Standardsissued by the Institute of CharteredAccountants of India in the preparation ofFinancial Statements. Company has notadopted a treatment different from thatprescribed in any of the AccountingStandard.

11. Risk Management:

The Company has devised a formal RiskManagement Framework for risk assessment andminimization. Further, the Company assesses therisk management framework periodically throughthe Risk Management Committee of the Board

12. Training of Board of Members:

The new Directors are given orientation andinduction regarding company's vision, core valueincluding ethics, financial matters, businessoperations, risk matters. The normal practice is tofurnish booklets, brochures, Annual report, MOUsigned with Administrative Ministry, Memorandum& Article of Association of the company, guidelineson Corporate Governance etc.

13. Whistle Blower Policy / Mechanism:

TCIL has an independent vigilance branch.Company promotes ethical behaviour in all itsactivities. Company has an internal system whereall employees may report violation of laws, rulesor unethical conduct to notified officers. Thecomplaints so lodged are reviewed by VigilanceBranch and necessary action, as deemed fit, istaken. The Directors and Senior Managementpersonnel maintain confidentiality of suchcomplaints / information and ensure that whistleblower are not discriminated by protecting theidentity of the complainants.

14. Means of Communication

Annual results to the shareholders are sent by wayof Annual report.

15. Posting of information on the Websiteof the Company:

Annual results of TCIL, tenders and careeropportunities are posted on Company's web site:www.tcil-india.com

No. of Financial Date Time Venue SpecialAGM Year Resolutions

Passed

34th 2011-2012 25.09.2012 12 TCIL NILAGM Noon Bhawan

33rd 2010-11 26.09.2011 12 TCIL NILAGM Noon Bhawan

32nd 2009-10 17.09.2010 12 TCIL NILAGM Noon Bhawan

10. Disclosures :

(a) Subsidiary Company: The Audit Committeeof the Company reviews the financialstatement of the subsidiary companies.

(b) Disclosure of the materially significantrelated party transactions:

There are no materially significant relatedparty transactions during the financial year2012-13 that may have potential conflictwith the interest of the Company at large.Details of the Related Party Transactions as


Sanjay Chugh 317,Vardhman Plaza-I,B. Com(H), F.C.S. J Block Commercial Complex,Company Secretary Rajouri Garden,

New Delhi-1100279810770237 (M), 011-41443668

CERTIFICATE ON CORPORATE GOVERNANCE

To,The Members,Telecommunications Consultants India Limited,New Delhi

We have examined all relevant records of Telecommunications Consultants India Limited (the company)for the purpose of certifying compliance of the conditions of the Corporate Governance as stipulatedunder the Guidelines on Corporate Governance For The Central Public Sector Enterprises (CPSEs),2010 issued by the Govt. of India, Ministry of Heavy Industries and Public Enterprises, Department ofPublic Enterprises, for the Financial Year ended 31st March, 2013. We have obtained all the informationand explanations which to the best of our knowledge and belief were necessary for the purpose ofcertification.

Our examination was limited to the procedure and implementation thereof. This certificate is neither anassurance as to the future viability of the company nor of the efficacy or effectiveness, with which themanagement has conducted the affairs of the Company.

On the basis of our examination of the records produced, explanations and information furnished, wecertify that the company has complied with all the mandatory conditions of the Guidelines on CorporateGovernance for Central Public Sector Enterprises (CPSEs), 2010.

Place : Delhi SANJAY CHUGHDate : 26.08.2013 COMPANY SECRETARY

C.P. NO. 3073


CERTIFICATION/DECLARATION OF FINANCIALSTATEMENTS BY THE CHIEF EXECUTIVE/CHIEF FINANCE

OFFICER OF THE COMPANY

We, Vimal Wakhlu, Chairman and ManagingDirector and A. K. Gupta, Director (Finance) ofTelecommunications Consultants India Ltd. certifythat in respect of the Financial Year ended on 31stMarch 2013:

(1) We have reviewed financial statements andthe cash flow statements for the year andthat to the best of our knowledge and belief:

(i) these statements do not contain anymaterially untrue statement or omitany material fact or containstatements that might be misleading;and

(ii) these statements together present atrue and fair view of the company'saffairs and are in compliance withexisting accounting standards,applicable laws and regulations.

(2) There are to the best of our knowledge andbelief, no transaction entered into by thecompany during the year which arefraudulent, illegal or violative of theCompany's code of conduct.

(3) We accept responsibility for establishing andmaintaining internal controls for financial

(Vimal Wakhlu) (A.K.Gupta)Chairman and Managing Director Director (Finance)

Place : New DelhiDate : 26.08.2013

reporting and that we have evaluated theeffectiveness of the internal control systemsof the company pertaining to financialreporting and we have disclosed to theauditors and the Audit Committee,deficiencies in the design or operation ofinternal controls, if any, of which we areaware and the steps taken or proposed to betaken to rectify the same.

(4) We have indicated, wherever applicable, tothe auditors and the Audit Committee.

a. significant changes if any in internalcontrol over financial reportingduring the year;

b. significant changes if any inaccounting policies during the yearand that the same have been disclosedin the notes to the financialstatements; and

c. instances of significant fraud, if anywherein there has been involvementof management or an employeehaving a significant role in thecompany's internal control systemover financial reporting.


DECLARATION REGARDING COMPLIANCE WITHTHE CODE OF CONDUCT

I hereby declare that the Company has received affirmation from the Board Members and the SeniorManagement Personnel with regard to Compliance of the Code of Business Conduct and Ethics of theCompany for Directors and Senior Management Personnel, in respect of the financial year ended on31st March, 2013.

(VIMAL WAKHLU)

CHAIRMAN AND MANGING DIRECTOR

Place : New Delhi

Date : 26.08.2013


INDEPENDENTAUDITORS' REPORTTO THE MEMBERS OF

TELECOMMUNICATIONSCONSULTANTS INDIA LIMITED.

1. Report on the financial statement

We have audited the accompanying financialstatements of Telecommunications ConsultantsIndia limited, which comprise the Balance Sheetas at March 31, 2013, and the Statement of Profitand Loss and the Cash flow statement for the yearthen ended, and a summary of significantaccounting policies and other explanatoryinformation.

2. Management's responsibility for thefinancial statements

Management is responsible for the preparation ofthese financial statements that give a true and fairview of the financial position, financialperformance and cash flows of the Company inaccordance with the Accounting Standards referredto in sub-section (3C) of section 211 of theCompanies Act, 1956. This responsibility includesthe design, implementation and maintenance ofinternal control relevant to the preparation andpresentation of the financial statements that givea true and fair view and are free from materialmisstatement, whether due to fraud or error.

3. Auditor's responsibility

Our responsibility is to express an opinion on thesefinancial statements based on our audit. Weconducted our audit in accordance with theStandards on Auditing issued by the Institute ofChartered Accountants of India. Those Standardsrequire that we comply with ethical requirementsand plan and perform the audit to obtain reasonableassurance about whether the financial statementsare free from material misstatement. An audit

involves performing procedures to obtain auditevidence about the amounts and disclosures in thefinancial statements. The procedures selecteddepend on the auditor's judgment, including theassessment of the risks of material misstatementof the financial statements, whether due to fraudor error. In making those risk assessments, theauditor considers internal control relevant to theCompany's preparation and fair presentation of thefinancial statements in order to design auditprocedures that are appropriate in thecircumstances. An audit also includes evaluatingthe appropriateness of accounting policies usedand the reasonableness of the accounting estimatesmade by management, as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we haveobtained is sufficient and appropriate to provide abasis for our audit opinion.

4. Opinion

We refer to Note No. 51 forming part of financialstatements regarding change in accounting policyfor amortization of Intangible assets resulting inincrease in profit by Rs. 4.35 crores during theyear and corresponding increase in Net block.

In our opinion, and to the best of our informationand according to the explanations given to us, thefinancial statements give the information requiredby the Act in the manner so required and give atrue and fair view in conformity with theaccounting principles generally accepted in India:

(a) in the case of the balance sheet, of the stateof affairs of the Company as at March 31,2013;

(b) in the case of the statement of profit andloss, of the profit for the year ended on thatdate; and

(c) in the case of the cash flow statement, ofthe cash flows for the year ended on thatdate.

M.K. AGGARWAL & CO.CHARTERED ACCOUNTANTS

30, NISHANT KUNJPITAMPURA,

NEW DELHI-110034Tele : 27351206, 27351225

Website: www.mkac.in


5. Report on other legal and regulatoryrequirements

1. As required by the Companies(Auditor's Report) Order, 2003 ("theOrder") issued by the centralgovernment of India in terms of sub-section (4A) of section 227 of the Act,we give in the Annexure a statementon the matters specified in paragraphs4 and 5 of the Order.

2. As required by section 227(3) of theAct, we report that:

a. We have obtained all theinformation and explanationswhich to the best of ourknowledge and belief werenecessary for the purpose of ouraudit;

b. In our opinion proper books ofaccount as required by law havebeen kept by the Company so faras appears from our examinationof those books;

c. The balance sheet, statement ofprofit and loss and cash flowstatement dealt with by thisReport are in agreement with thebooks of account;

d. In our opinion, the balance sheet,statement of profit and loss, andcash flow statement comply withthe Accounting Standardsreferred to in sub-section (3C) ofsection 211 of the CompaniesAct, 1956;

e. On the basis of writtenrepresentations received from thedirectors as on March 31, 2013,and taken on record by the Boardof Directors, we report that noneof the directors is disqualified ason March 31, 2013, from beingappointed as a director in termsof clause (g) of sub-section (1) ofsection274 of the Companies Act,1956.

For M.K.Aggarwal and Company.Chartered Accountants

FRN: 01411N

(CA. M.K Aggarwal)Partner

M No. 014956Place: New Delhi,Date: 26/08/2013


ANNEXURE TO THEAUDITORS' REPORT(Statement Referred to in paragraph aboveof our Report of even date)

1. (a) The Company is maintaining properrecords to show full particularsincluding quantitative details andsituation of all fixed assets.

(b) We are informed that the Companyhas formulated a programme ofphysical verification of all the fixedassets annually which, in our opinion,is reasonable having regard to the sizeof the Company and nature of itsassets. Accordingly, the physicalverification of the fixed assets hasbeen carried out by managementduring the year and no materialdiscrepancies were noticed on suchverification.

(c) The Fixed Assets disposed off duringthe year, in our opinion, do notconstitute a substantial part of thefixed assets of the Company and suchdisposal has, in our opinion, notaffected the going concern status ofthe company.

2. (a) As explained to us, inventories havebeen physically verified bymanagement at reasonable intervalsduring the year. In our opinion, thefrequency of such verification isreasonable.

(b) As per the information given to us,the procedures of physicalverification of inventory followed bymanagement are, in our opinion,reasonable and adequate in relationto the size of the Company and thenature of its business.



NEW DELHI-110034

(c) The Company is maintaining properrecords of inventory. Thediscrepancies noticed on verificationbetween the physical stocks and thebook records were not material.

3. (a) According to the information andexplanations given to us, theCompany has not granted any loans,secured or unsecured, to companies,firms and other parties covered in theregister maintained under section 301of the Companies Act, 1956.Accordingly, paragraphs 4(iii) (a),(b),(c) and (d) of the Order are notapplicable.

(b) According to the information andexplanations given to us, theCompany has not taken any loans,secured or unsecured fromcompanies, firms and other partiescovered in the register maintainedunder section 301 of the CompaniesAct, 1956. Accordingly, paragraphs4(iii) (e),(f) and (g) of the Order arenot applicable.

4. In our opinion and according to theinformation and explanations given to us,there are adequate internal control systemscommensurate with the size of the Companyand the nature of its business for thepurchase of inventory, fixed assets and forthe sale of goods and services. Further, onthe basis of our examination of the booksand records of the Company, and accordingto the information and explanations givento us, we have neither come across nor havebeen informed of any continuing failure tocorrect major weaknesses in the aforesaidinternal control systems.

5. According to the information andexplanations given to us, we are of theopinion that there are no contracts or


arrangements that need to be entered in theregister maintained under section 301 of theCompanies Act, 1956; accordinglyparagraph 4(v) (b) of the Order is notapplicable.

6. The company has not accepted any depositsfrom the public during the year.Accordingly, para 4(vi) of the Order is notapplicable.

7. In our opinion, the Company has an internalaudit system commensurate with its size andthe nature of its business.

8. The Central Government has not prescribedthe maintenance of cost records underSection 209 (1) (d) of the Companies Act,1956 for the activities of the company

9. (a) According to the information andexplanations given to us and therecords of the Company examined byus, in our opinion, the Company isgenerally regular in depositingundisputed statutory dues includingProvident Fund, Investor Educationand Protection fund, Employees State

Insurance, Income Tax, Sales Tax,Wealth Tax, Service Tax, CustomDuty, Excise duty, Cess and Othermaterial statutory dues as applicablewith the appropriate authorities.According to the information andexplanations given to us, there wereno undisputed amounts payable inrespect of provident fund, investoreducation and protection fund,employees state insurance, incometax, sales tax, wealth tax, service tax,custom duty, excise duty, cess andother statutory dues outstanding as atMarch 31, 2013 for a period of morethan six months from the date theybecame payable.

(b) According to the information andexplanations given to us and therecords of the Company examined byus, the particulars of sales tax, exciseduty, service tax, customs duty andincome tax as at March 31, 2013which have not been deposited onaccount of a dispute pending are asunder:

Name of the Nature of the Amount in Period to Forumstatute disputed dues 'Lacs' which the where

amount disputesrelates are pending

Central Sales Nil Nil Nil NilTax Act,

Local Sales Demand of 25.26 2002-03 to UttrakhandTax Acts and Sales Tax 2006-07 Sales TaxWorks ContractTax Act

The Central Excise Nil Nil Nil NilAct,1944, ServiceTax under theFinance Act,1944and the CustomsAct,1962

Income Tax Act, 706.52 2000-01,2005-06, High Court1961 2006-07

533.58 2007-08, 2008-09, ITAT2009-10

227.86 2010-11 CIT(A)


10. The Company has no accumulated lossesas at March 31, 2013 and it has not incurredcash losses in the financial year ended onthat date or in the immediately precedingfinancial year.

11. In our opinion and according to theinformation and explanations given to us,the Company has not defaulted in repaymentof dues to any financial institution or bankor debenture holders as at the balance sheetdate.

12. According to the information andexplanations given to us, the Company hasnot granted loans and advances on the basisof security by way of pledge of shares,debentures and other securities.

13. The provisions of any special statuteapplicable to Chit fund/Nidhi/mutual benefitfund/societies are not applicable to theCompany.

14. The Company is not dealing or trading inshares, securities, debentures and otherinvestments. Accordingly, para 4(xiv) of theOrder is not applicable.

15. The Company has not given any guaranteefor loans taken by others from Banks orFinancial Institutions during the year exceptcounter guarantees of Rs.616.91 lakhs givenfor Bank Guarantees issued on behalf ofTamilnadu Telecommunications Ltd (TTL).

16. In our opinion and according to theinformation and explanations given to us,on an overall basis the term loans have beenapplied for the purposes for which they wereobtained.

17. According to the information andexplanations given to us and on an overall

examination of the balance sheet of theCompany, we report that no funds raised onshort term basis have been used for longterm investments.

18. The Company has not made any preferentialallotment of shares to parties and companiescovered in the register maintained undersection 301 of the Companies Act, 1956during the year.

19. According to the information andexplanations given to us and the recordsexamined by us, the company has not issuedany debentures during the year.

20. The Company has not raised any money bypublic issues during the year.

21. During the course of our examination of thebooks and records of the Company, carriedout in accordance with the generallyaccepted auditing practices in India, andaccording to the information andexplanations given to us, we have neithercome across any instances of material fraudon or by the Company, noticed or reportedduring the year, nor have we been informedof such case by management.

For M.K.Aggarwal and companyChartered Accountants

FRN.01411N

(CA. M.K.Aggarwal)Partner

M.No. 014956

Place: - New DelhiDated:- 26/08/2013

Statement of Accounts


BALANCE SHEETAS AT MARCH 31, 2013

Particulars Note As at As at31st March 2013 31st March 2012

R R

I. EQUITY AND LIABILITIES(1) Shareholders' Funds

(a) Share Capital 2 43,20,00,000 43,20,00,000(b) Reserves and Surplus 3 397,95,27,294 383,38,23,703

441,15,27,294 426,58,23,703(2) Non-Current Liabilities

(a) Long-Term Borrowings 4 42,09,54,102 37,49,74,567(b) Deferred Tax Liabilities (Net) 5 4,50,92,100 68,01,120(c) Other Long-Term Liabilities 6 26,28,62,709 58,76,55,265

(d) Long-Term Provisions 7 16,66,28,574 18,21,21,58889,55,37,485 115,15,52,540

(3) Current Liabilities(a) Short-Term Borrowings 8 72,66,81,665 45,92,33,606

(b) Trade Payables 9 502,09,46,910 441,70,66,409 (c) Other Current Liabilities 10 314,93,78,085 277,56,19,387 (d) Short-Term Provisions 11 26,92,24,335 22,53,54,179

916,62,30,995 787,72,73,581TOTAL 1447,32,95,774 1329,46,49,824

II. ASSETS(1) Non-current Assets (a) Fixed Assets 12

(i) Tangible Assets 58,28,46,969 51,40,12,324(ii) Intangible Assets 67,15,84,953 66,40,42,170(iii)Capital Work-in-Progress 1,61,11,882 1,18,11,006(iv) Intangible Assets under Development 59,66,91,569 9,77,59,143

(b) Non-Current Investments 13 167,55,12,856 167,50,12,856 (c) Deferred tax assets (net) 5 - - (d) Long-Term Loans and Advances 14 14,72,10,098 15,81,39,088 (e) Other Non-Current Assets 15 36,37,69,219 47,26,86,210

405,37,27,546 359,34,62,797(2) Current Assets

(a) Current investments - - (b) Inventories 16 20,38,02,456 9,40,34,993 (c) Trade Receivables 17 642,24,99,926 601,90,80,904 (d) Cash and Bank Balances 18 41,89,57,885 59,71,46,549 (e) Short-Term Loans and Advances 19 132,65,55,277 120,06,74,830 (f) Other Current Assets 20 204,77,52,684 179,02,49,751

1041,95,68,228 970,11,87,027TOTAL 1447,32,95,774 1329,46,49,824

Significant Accounting Policies 1

The accompanying notes are an integral part of the financial statements.In terms of our report attached For and on behalf of the BoardFor M.K. Aggarwal & Co.Chartered Accountants(Firm Regn.:01411N)

(CA M.K. Aggarwal) A.K. Gupta Vimal WakhluPartner Director (Finance) Chairman & Managing DirectorMembership No.: 14956

K. Raghavan A.K. DuggalPlace: New Delhi Company Secretary Executive Director (F&A)Date: 26/08/2013


STATEMENT OF PROFIT & LOSSFOR THE YEAR ENDED ON MARCH 31, 2013

Particulars Note For the year ended For the year endedMarch 31, 2013 March 31, 2012

R R

INCOMERevenue from operations 21 682,04,64,445 653,53,96,360Other Income 22 26,16,28,907 27,24,87,291

TOTAL 708,20,93,352 680,78,83,651

OPERATING EXPENDITURECost of materials consumed 23 57,50,21,952 72,74,14,637Purchases of Stock-in-Trade 90,00,02,533 108,82,44,557Change in Inventories of Stock in Trade 24 -73,393,330 -Sub-contracts expenditure 316,40,27,022 284,46,30,229Personnel expenditure 25 122,81,65,412 108,62,72,831Finance Costs 26 13,17,15,154 8,47,09,220Depreciation and amortisation expense 12 9,27,99,554 10,45,80,722Administrative and Other Expenses 27 84,40,32,048 67,00,05,886

Provision for Doubtful Debts/Advances 2,10,42,570 1,04,70,940for Doubtful Debts/Advances

TOTAL EXPENSES 688,34,12,915 661,63,29,022

Profit before exceptional and extraordinary items and tax 19,86,80,437 19,15,54,629Profit before extraordinary items and tax 19,86,80,437 19,15,54,629Extraordinary items - -

PROFIT BEFORE TAX 19,86,80,437 19,15,54,629

Tax expense: 28- Current Tax 24,38,692 4,37,74,207- Deferred Tax 3,86,31,551 6,74,76,639

TOTAL TAX EXPENSE 4,10,70,243 11,12,50,846

Profit/(Loss) for the period from continuing operation 15,76,10,194 8,03,03,783

Profit/(Loss) for the period 15,76,10,194 8,03,03,783Earnings per equity share:Basic 3.65 1.86Diluted 3.65 1.86

Significant Accounting Policies 1





NOTES FORMING PART OF THE FINANCIAL STATEMENTSNOTE 2 : SHARE CAPITAL

a) Authorised, Issued, Subscribed and Paid-up Share Capital:

Particulars As at March 31, 2013 As at March 31, 2012 Numbers R Numbers R

Authorised Share CapitalEquity Shares of R 10/-each 6,00,00,000 60,00,00,000 6,00,00,000 60,00,00,000

6,00,00,000 60,00,00,000 6,00,00,000 60,00,00,000Issued, Subscribed and Paid-upEquity Share Capital

Equity Shares of R 10/- each fully Paid-up 4,32,00000 43,20,00,000 4,32,00000 43,20,00,000

Total 4,32,00000 43,20,00,000 4,32,00000 43,20,00,000

b) Shareholders’ holding more than 5% shares of the Company: The entire Equity Shares are held by the Government of India as fully paid up.

c) Shares allotted by way of Bonus Shares:

Particulars 2008-09 2009-10 2010-11 2011-12 2012-13No. R No. R No. R No. R No. R

Equity shares allotted as 1,44,00,000 14,40,00,000 -- -- -- -- -- -- -- --fully paid up by way ofeach Bonus shares

Total 1,44,00,000 14,40,00,000

NOTE 3 : RESERVES & SURPLUSParticulars As at As at

31st March 2013 31st March 2012R R

General Reserve

Opening Balance 383,38,23,703 377,21,86,220

Additions /Deductions during the year 14,57,03,591 6,16,37,483

Closing Reserves 397,95,27,294 383,38,23,703

Surplus in Statement of Profit & Loss

Profit for the year 15,76,10,194 8,03,03,783

Less: Proposed Dividend 1,02,44,663 1,60,60,760

Income Tax on proposed dividend 16,61,940 26,05,540

Transfer to General Reserves 14,57,03,591 6,16,37,483

Total 397,95,27,294 383,38,23,703


NOTES FORMING PART OF THE FINANCIAL STATEMENTSNOTE 4 : LONG TERM BORROWINGS

Particulars As at As at31st March 2013 31st March 2012

R R

SECURED LOANS

Term LoansRupee Loan

- From Banks 42,09,54,102 37,49,74,567

Total 42,09,54,102 37,49,74,567

a) Secured Loan I : Rs. 17,50,00,000/-

II : Rs. 19,49,54,102/-

III : Rs. 5,10,00,000/-

Secured Loan I is covered by:

The loan has been taken from Vijaya Bank for part funding of BOT project to augment Bina - Kurwai -Sironj section in Madhya Pradesh. The sanctioned Loan Amount was Rs. 45.67 crores. The Drawal hadbeen done in two years starting from May 2011. The Interest rate is being charged at Base rate + 0.75%.

The security is:

i. Exclusive First charge on entire Bina-Kurwai-Sironj Project assets.

ii. Exclusive First charge on receivables in the Escrow account.

iii. Security interest by way of assignment of all the rights, titles, permits, approvals and interests ofthe Company in, to and in respect of all the assets of the Project and all the Project Agreements,including but not limited to all the clearances, permits, approvals, consents in relation to the Project.

iv. Security interest by way of assignment of contractor guarantees, performance bonds and any letterof credit that may be provided by any party for this project.

v. Security interest by way of assignment of all insurance policies taken in respect of the Borrower'sassets for this project;

vi. A first charge on all the Borrower's Escrow bank account for the project, including but not limitedto the Trust & Retention Account(s).

Principal amount to be repaid in 118 graded monthly installments after an initial moratorium of 24months from the date of first availment i.e. 15.06.2011

Secured Loan II is covered by:

The loan has been taken from Vijaya Bank for part funding for BOT project to augment Bhawanigarh-Nabha-Gobindgarh section in Punjab. The sanctioned Loan Amount was Rs.56.00 crores. The Drawalwas started from June 2007. The Interest rate is being charged at Base rate + 0.75%.

The security is:

I. Exclusive First charge on entire Bhawanigarh-Nabha-Gobindgarh Project assets.

II. Exclusive First charge on receivables in the Escrow account of the Company.

III. Security interest by way of assignment of all the rights, titles, permits, approvals and interests of theCompany in, to and in respect of all the assets of the Project and all the Project Agreements, includingbut not limited to all the clearances, permits, approvals, consents in relation to the Project.


IV. Security interest by way of assignment of contractor guarantees, performance bonds and any letterof credit that may be provided by any party.

V. Security interest by way of assignment of all insurance policies taken in respect of the Borrower'sassets;

VI. A first charge on all the Borrower's bank account for the project, including but not limited to theTrust & Retention Account(s).

Principal amount was to be repaid in 96 graded installments. Repayment has started from April 2009.

Secured Loan III is covered by:

The loan has been taken from Vijaya Bank for part funding of BOT Project to augment Lakhnadone-Ghansore section in Madhya Pradesh. The sanctioned loan amount was Rs 42.92 Crores. The Drawalwas started from June 2012. The Interest rate is being charged at Base rate + 0.75%.

The security is:

I. Exclusive first charge on entire Lakhnadone-Ghansore Road Project assets.

II. Exclusive first charge on receivables in the New Escrow account.

III. Security interest by way of assignment of all the rights, titles, permits, approvals and interests ofthe company in, to and in respect of all the assets of the Project and all the Project Agreements,including but not limited to all the clearances, permits, approvals, consents in relation to the Project.


V. Security interest by way of assignment of all insurance policies taken in respect of the Borrower'sassets.

VI. A first charge on all the Borrower's bank accounts, including but not limited to the Trust & RetentionAccount(s).

Principal amount to be repaid in 120 graded monthly installments after an initial moratorium of24 months from the date of first availment i.e. 12.06.2012.


NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTE 5 : DEFERRED TAX LIABILITIES/ASSETS


R R

Deferred Tax Laibility :

Related to Fixed Assets 17,35,98,636 13,05,08,318

Total 17,35,98,636 13,05,08,318

Deferred Tax Assets:

Provision for Doubtful Debts 2,88,52,111 2,18,90,691

Provision for Doubtful Advances 3,96,84,082 3,96,17,508

Provision for Leave encashment / Bonus 4,73,89,619 4,54,29,503

Others 1,25,80,724 1,67,69,496

Total 12,85,06,536 12,37,07,198

Net of Deferred Tax (Assets)/ Liabilities 4,50,92,100 68,01,120

NOTE 6 : OTHER LONG-TERM LIABILITIES


R R

a) Trade Payables 16,78,27,887 26,08,94,826

b) Others 9,50,34,822 32,67,60,439

Total 26,28,62,709 58,76,55,265

NOTE 7 : LONG-TERM PROVISIONS


R R

-- Post Retirement Medical Benefits 4,10,64,474 4,21,42,738

-- Leave Salary Encashment 10,95,81,976 12,67,47,077

-- Others (employee benefits) 1,59,82,124 1,32,31,773

Total 16,66,28,574 18,21,21,588



NOTE 8 : SHORT TERM BORROWINGS


R R

a) SECURED LOANS

-- From Banks 56,16,05,429 9,68,95,943 (Overdraft secured against Receviables)

b) UNSECURED LOANS

Short Term Loan

- Foreign Currency Loan from Banks 8,00,60,236 30,73,41,663

c) Current Maturities of Long-term Debt 8,50,16,000 5,49,96,000

Total 72,66,81,665 45,92,33,606

NOTE 9 : TRADE PAYABLES


R R

a) Trade payables 499,68,72,131 438,44,35,917

b) Due to Related Parties 2,40,74,779 3,26,30,492

Total 502,09,46,910 441,70,66,409

NOTE 10 : OTHER CURRENT LIABILITIES


R R

a) Advances from Customers 98,65,13,587 86,15,95,736

b) Interest accrued but not due on Borrowings 5,93,997 2,21,822

c) Interest accrued and due on Borrowings 3,89,527 1,28,527

d) Other payables 216,18,80,974 191,36,73,302

Total 314,93,78,085 277,56,19,387



NOTE 11 : SHORT-TERM PROVISIONS


R R

a) Income Tax 14,33,81,855 12,73,70,26

b) Proposed Dividend 1,02,44,663 1,60,60,760

c) Tax on Proposed Dividend 16,61,940 26,05,540

d) Provision for Warranty Period Expenses * 5,42,70,926 3,74,00,642

e) Employee benefits 5,43,34,111 3,42,31,018

f) Others

-- Leave Salary and Pension Contribution 3,79,632 3,79,632

-- Provision for losses in unfinished projects 49,51,208 73,06,320

-- Provision for Dimunition in value of Investment - -

Total 26,92,24,335 22,53,54,179

Opening Balance 3,74,00,642 2,77,38,159

Add: Provided for Current Year 3,60,18,003 1,89,17,217

Less: Withdrawn during the Current Year 9,85,332 15,17,894

Less: Utilized during the Current Year 1,81,62,387 77,36,840

Closing Balance 5,42,70,926 3,74,00,642

* PROVISION FOR WARRANTY PERIOD EXPENSES:


R R


NO

TE

S F

OR

MIN

G P

AR

T O

F T

HE

FIN

AN

CIA

L S

TA

TE

ME

NT

S

12.

FIX

ED

ASS

ET

S

PAR

TIC

UL

AR

SG

RO

SS B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

12A

- T

AN

GIB

LE

ASS

ET

S (I

NL

AN

D)

Tem

pora

ry S

truc

ture

4,3

33,8

60-

--

4,3

33,8

60 4

,333

,860

- -

- 4

,333

,860

- -

Lan

d 3

,437

,449

--

- 3

,437

,449

- -

- -

- 3

,437

,449

3,4

37,4

49

Bui

ldin

g-O

ffic

e (L

ease

hold

) 6

6,08

4,03

4-

--

66,

084,

034

9,3

74,2

31 6

67,4

88 -

- 1

0,04

1,71

9 5

6,04

2,31

5 5

6,70

9,80

3

Bui

ldin

g-R

esid

entia

l 6

,647

,240

--

- 6

,647

,240

3,2

62,8

06 1

08,3

48 -

- 3

,371

,154

3,2

76,0

86 3

,384

,434

Furn

iture

& F

ixtu

re 6

2,62

9,60

1 1

,189

,372

5,0

00 1

1,90

0 6

3,81

2,07

3 5

3,69

0,43

5 3

,657

,530

5,0

00 5

,485

57,

347,

480

6,4

64,5

93 8

,939

,166

Off

ice

Mac

hine

ry &

Equ

ipm

ents

19,

441,

641

287

,952

(57

,553

) 1

9,67

2,04

0 1

0,92

7,75

7 8

11,4

89 (

37,0

81)

11,

702,

165

7,9

69,8

75 8

,513

,884

Ele

ctri

cal A

pplia

nce

32,

890,

653

2,1

83,8

31 7

6,49

9 1

9,60

0 3

5,13

1,38

3 1

8,49

7,05

0 1

,488

,570

38,

663

3,8

72 2

0,02

0,41

1 1

5,11

0,97

2 1

4,39

3,60

3

Veh

icle

s 1

2,73

5,73

2 7

08,5

44 -

13,

444,

276

5,7

43,4

98 9

99,8

54 -

- 6

,743

,352

6,7

00,9

24 6

,992

,234

Plan

t & M

achi

nery

259

,930

,241

62,

093,

646

17,

054

322

,040

,941

53,

167,

213

13,

586,

047

4,9

77 -

66,

758,

237

255

,282

,704

206

,763

,028

Com

pute

rs 7

5,71

2,01

2 6

,845

,568

- 7

,322

82,

550,

258

40,

576,

738

7,1

81,1

11 -

3,3

14 4

7,75

4,53

5 3

4,79

5,72

3 3

5,13

5,27

4

Tra

inin

g E

quip

men

ts 2

1,70

5,51

2 1

47,0

32 (

41,0

00)

21,

811,

544

14,

548,

791

1,1

23,9

31 (

11,5

59)

- 1

5,66

1,16

3 6

,150

,381

7,1

56,7

21

TO

TA

L o

f 12

(A

) 5

65,5

47,9

75 7

3,45

5,94

5 -

38,

822

638

,965

,098

214

,122

,379

29,

624,

368

- 1

2,67

1 2

43,7

34,0

76 3

95,2

31,0

22 3

51,4

25,5

96

Prev

ious

Yea

r 4

98,3

17,4

27 7

2,87

2,84

7 -

5,6

42,2

99 5

65,5

47,9

75 1

89,1

08,3

11 3

0,39

2,05

1 -

5,3

77,9

83 2

14,1

22,3

79 3

51,4

25,5

96 3

09,2

09,1

16

As

atA

dditi

ons/

Tra

nsfe

rSa

le /

As

atA

s at

Dep

reci

atio

nT

rans

fer

Sale

s/A

s at

As

atA

s A

t 0

1.04

.201

2A

djus

tmen

tsA

djus

tmen

ts31

.03.

2013

01.0

4.20

12du

ring

Adj

ustm

ent

31.0

3.20

1331

.03.

2013

31.0

3.20

12D

urin

gD

urin

gth

e ye

ardu

ring

The

Yea

rT

he Y

ear

the

year

1.B

uild

ing-

Off

ice

(Lea

seho

ld)

repr

esen

ts p

rem

ium

on

acqu

isiti

on o

f pe

rpet

ual r

ight

s w

hich

is in

itial

ly f

or 9

9 ye

ars

leas

e2.

Figu

res

in b

rack

ets

deno

tes

nega

tive

valu

es

(Am

ount

in

Rup

ees)


PAR

TIC

UL

AR

SG

RO

SS B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

12 B

- T

AN

GIB

LE

ASS

ET

S (F

OR

EIG

N)

Tem

pora

ry S

truc

ture

14,7

8,23

642

,75,

924

-0

57,5

4,16

014

,78,

230

42,7

5,92

7 -

-57

,54,

157

36

Furn

iture

& F

ixtu

re1,

00,2

0,94

66,

51,9

59 -

6,46

,715

1,00

,26,

190

70,9

1,10

05,

74,4

04 -

5,59

,695

71,0

5,80

929

,20,

381

29,2

9,84

6

Off

ice

Mac

hine

ry &

Equ

ipm

ents

99,6

9,40

66,

10,1

82 -

12,3

7,59

193

,41,

997

55,5

9,50

03,

78,9

21 -

8,71

,216

50,6

7,20

542

,74,

792

44,0

9,90

6

Ele

ctri

cal A

pplia

nce

78,8

7,59

76,

46,6

52 -

7,86

,796

77,4

7,45

340

,51,

265

5,37

,331

-6,

51,3

1139

,37,

285

38,1

0,16

838

,36,

332

Veh

icle

s14

,06,

99,5

013,

73,0

2,19

5 -

1,59

,73,

544

16,2

0,28

,152

10,2

1,45

,201

1,23

,01,

398

-1,

35,0

4,61

110

,09,

41,9

886,

10,8

6,16

43,

85,5

4,30

0

Plan

t & M

achi

nery

19,0

1,22

,386

1,56

,47,

703

-1,

41,5

8,89

419

,16,

11,1

958,

08,9

9,87

970

,37,

380

-89

,70,

188

7,89

,67,

071

11,2

6,44

,124

10,9

2,22

,507

Com

pute

rs1,

41,1

7,88

016

,21,

209

-22

,81,

080

1,34

,58,

009

1,04

,84,

049

21,4

1,25

4 -

20,4

7,60

91,

05,7

7,69

428

,80,

315

36,3

3,83

1

TO

TA

L 1

2 (B

)37

,42,

95,9

526,

07,5

5,82

4 -

3,50

,84,

620

39,9

9,67

,156

21,1

7,09

,224

2,72

,46,

615

-2,

66,0

4,63

021

,23,

51,2

0918

,76,

15,9

4716

,25,

86,7

28

Pre

viou

s Y

ear

33,0

8,05

,824

4,98

,08,

717

-63

,18,

589

37,4

2,95

,952

20,0

3,22

,558

1,72

,70,

763

-58

,84,

097

21,1

7,09

,224

16,2

5,86

,728

13,0

4,83

,266

TO

TA

L 1

2 (A

)56

,55,

47,9

757,

34,5

5,94

5 -

38,8

2263

,89,

65,0

9821

,41,

22,3

792,

96,2

4,36

8 -

12,6

7124

,37,

34,0

7639

,52,

31,0

2235

,14,

25,5

96

GR

AN

D T

OT

AL

12(

A)+

12(B

)93

,98,

43,9

2713

,42,

11,7

69 -

3,51

,23,

442

103,

89,3

2,25

442

,58,

31,6

035,

68,7

0,98

3 -

2,66

,17,

301

45,6

0,85

,285

58,2

8,46

,969

51,4

0,12

,324

PR

EV

IOU

S Y

EA

R T

OT

AL

82,9

1,23

,251

12,2

6,81

,564

-1,

19,6

0,88

893

,98,

43,9

2738

,94,

30,8

694,

76,6

2,81

4 -

1,12

,62,

080

42,5

8,31

,603

51,4

0,12

,324

43,9

6,92

,382

As

atA

dditi

ons/

Tra

nsfe

r

Sale

/A

s at

As

atD

epre

ciat

ion

Tra

nsfe

rSa

les/

As

atA

s at

As

At

01.

04.2

012

Adj

ustm

ents

Adj

ustm

ents

31.0

3.20

1301

.04.

2012

duri

ngA

djus

tmen

t31

.03.

2013

31.0

3.20

1331

.03.

2012

Dur

ing

Dur

ing

the

year

duri

ngT

he Y

ear

The

Yea

r th

e ye

ar

NO

TE

: 1

. Fig

ures

in b

rack

ets

deno

tes

nega

tive

valu

es.

(Am

ount

in

Rup

ees)

PAR

TIC

UL

AR

SG

RO

SS B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

12 C

- IN

TA

NG

IBL

E A

SSE

TS

Toll

Col

lect

ion

Rig

hts

- N

abha

76,8

3,91

,662

- -

-76

,83,

91,6

6210

,43,

49,4

923,

59,2

8,57

1 -

4,34

,71,

354

9,68

,06,

709

67,1

5,84

,953

66,4

0,42

,170

Gov

indg

arh

Toll

Bri

dge

*

TO

TA

L76

,83,

91,6

62 -

- -

76,8

3,91

,662

10,4

3,49

,492

3,59

,28,

571

-4,

34,7

1,35

49,

68,0

6,70

967

,15,

84,9

5366

,40,

42,1

70

Pre

viou

s Y

ear

76,8

3,91

,662

- -

-76

,83,

91,6

624,

74,3

1,58

45,

69,1

7,90

8 -

-10

,43,

49,4

9266

,40,

42,1

7072

,09,

60,0

78

As

atA

dditi

ons/

Tra

nsfe

rSa

le /

As

atA

s at

Dep

reci

atio

nT

rans

fer

Sale

s/A

s at

As

atA

s A

t 0

1.04

.201

2A

djus

tmen

tsA

djus

tmen

ts31

.03.

2013

01.0

4.20

12du

ring

Adj

ustm

ent

31.0

3.20

1331

.03.

2013

31.0

3.20

12D

urin

gD

urin

gth

e ye

ardu

ring

The

Yea

rT

he Y

ear

the

year

* To

ll co

llect

ion

righ

ts h

ave

been

cap

italiz

ed a

s In

tang

ible

Ass

ets

upon

com

plet

ion

of th

e pr

ojec

t as

per

Acc

ount

ing

Polic

y N

o.11

(Am

ount

in

Rup

ees)


NOTE 13 : NON CURRENT INVESTMENTS


R R

Long-term Investment

Investments in Shares of Joint Ventures:

(Unquoted) at Cost

Telecommunications Consultants Nigeria Ltd.,

26,000 fully paid Equity Shares of 1 Naira each

Original Value 3,75,180 3,75,180

Less decline in value due to Devaluation of Naira 3,67,684 3,67,684

7,496 7,496Bharati Hexacom Ltd.

7,50,00,000 fully paid Equity Shares (Previous year 7,50,00,000 106,20,00,000 106,20,00,000Equity Shares) of Rs. 10/- each

TCIL Bellsouth Ltd.

87,641 fully paid Equity Shares (previous year 87,641 83,72,675 83,72,675Equity Shares) of Rs.100 each

TCIL Saudi Co. Ltd, KSA

800 Participating Shares (previous year 800 66,84,000 66,84,000participating shares) of SR 1000 each

United Telecom Ltd., Nepal

57,31,900 Equity Shares (previous year 57,31,900 35,84,19,250 35,84,19,250Equity Shares) of 100 Nepali Rupees each

143,54,83,421 143,54,83,421Investments in Shares of Subsidiaries:(Unquoted) at Cost

TCIL Oman LLC, Oman

1,05,000 Equity Shares (previous year 1,05,000 1,20,92,435 1,20,92,435Equity Shares) of 1 Omani Rial each

Intelligent Communications Systems India Ltd.

36,000 fully paid Equity Shares (previous year 36,000 36,00,000 36,00,000Equity Shares) of Rs.100 each

TCIL Bina Toll Road Ltd.

50,000 fully paid Equity Shares 5,00,000 -(previous year Nil) of Rs.10 each

1,61,92,435 1,56,92,435Quoted (at cost)

Tamilnadu Telecommunications Ltd.

2,23,83,700 Equity Shares (Previous year 2,23,83,700 22,38,37,000 22,38,37,000Equity Shares) of Rs. 10 each in (Market price as on31.03.2013 Rs.3.50 each (Previous year Rs. 3.40 each)

Total 167,55,12,856 167,50,12,856


NOTE 14 : LONG-TERM LOANS AND ADVANCES


R R

Advances recoverable in cash or in kind or for value to be receivedUnsecured- Considered good Related parties - - Others 11,54,741 22,09,555Secured :- Considered good Related parties * 11,65,73,000 11,94,04,517 Others - To Sub Contractors against BG 97,18,750 1,60,09,404 - To Staff (Represent House Building Advance secured against 1,16,18,230 96,80,912

first charge on immovable property of the staff and Vechicleadvance secured against First charge on Vehicle of the staff)

13,90,64,721 14,73,04,388Security Deposits 17,45,347 16,18,916Interest accrued but not due on advances 64,00,030 92,15,784

Total 14,72,10,098 15,81,39,088

* represent Rs 1165.73 lakhs due from Tamilnadu Telecommunications Ltd (Previous year Rs 1194.04 lakhs)

NOTE 15 : OTHER NON-CURRENT ASSETS


R R

Long-term Trade Receivables (including tradereceivables on deferred credit terms)

Unsecured

- Considered good - Trade Receivables 16,68,98,696 26,43,04,903 - Retention Money 12,62,17,754 13,77,28,538

- Considered doubtful - Trade Receivables 8,89,26,218 6,74,70,154

38,20,42,668 46,95,03,595

Less: Provision for Doubtful debts 8,89,26,218 6,74,70,154

29,31,16,450 40,20,33,441

Others - Advance Tax & TDS 7,06,52,769 7,06,52,769

Total 36,37,69,219 47,26,86,210


NOTE 16 : INVENTORIES


R R

As taken, valued and certified by the Management (valued at cost)

- Stock-in-trade (in respect of goods acquired for trading) 7,33,93,330 -

- Stores & Spares (including with Sub-contractors) at project sites 13,88,44,470 10,15,47,864

Less: Provision for obsolescence/ slow moving stores 84,35,344 75,12,871

Total 20,38,02,456 9,40,34,993

NOTE 17 : TRADE RECEIVABLES


R R

Unsecured :

A) Outstanding for period exceeding six months : Considered good Trade Receivables * 300,24,33,675 233,82,03,700 Retention Money 7,99,78,185 3,45,51,640 Considered Doubtful - -

Total - A 308,24,11,860 237,27,55,340

B) Others : Considered good Trade Receivables 289,15,22,657 297,12,03,751 Retention Money 27,62,97,748 39,96,73,328 Unbilled 17,22,67,661 27,54,48,485

Total - B 334,00,88,066 364,63,25,564

TOTAL (A+B) 642,24,99,926 601,90,80,904

Less : Provision for Doubtful Debts - -

Total 642,24,99,926 601,90,80,904

* Includes amount due from Subsidiary Companies Rs. 4206.77 Lakhs (Previous year Rs. 4002.26 Lakhs)


NOTE 18 : CASH AND BANK BALANCES


R R

CASH AND CASH EQUIVALENTS

A.Cash in hand including imprest balances 26,39,748 24,16,337

B. With Scheduled Banksin Current Accounts 7,16,29,234 3,50,90,620in Call Accounts 10,44,983 21,21,069in Deposit Account :Deposits with maturity of less than 3 months 4,49,98,951 5,14,07,087(Pledged with bank for Rs. Nil (Previous year Rs. 136.15)against Guarantees)

In Savings Account 20,90,959 17,54,012

In Margin Account - 29,325

T O T A L (B) 11,97,64,127 9,04,02,113

C.With other Banks in Current Accounts 5,45,52,834 2,34,62,687 in Call Accounts 3,55,456 3,78,794 in Deposit Account : Deposits with maturity of less than 3 months 8,13,03,208 10,70,69,240

T O T A L ( C) 13,62,11,498 13,09,10,721

T O T A L (A+B+C ) 25,86,15,373 22,37,29,171

OTHER THAN CASH AND CASH EQUIVALENTS

D. With Scheduled BanksDeposits with maturity of more than 3 months but less than 16,16,04,753 36,89,74,43412 months(Pledged with bank for Rs. 146.58 Lakhs (Previous yearRs. 65.71 lakhs) against Guarantees) and against overdraft Rs. Nil(Previous year Rs 1650.00 Lakhs)

Deposits with maturity of more than 12 months 8,072 7,368(Pledged with bank for Rs. 0.08 Lakhs(Previous year Rs. 0.07 lakhs) against Guarantees)

T O T A L (D) 16,16,12,825 36,89,81,802

E.Money in transit - 71,93,436

F.Cheques in hand 44,70,161 29,06,820

G.Less: Funds blocked in Bank 57,40,474 56,64,680

T O T A L (A+B+C+D+E+F-G) 41,89,57,885 59,71,46,549


NOTE 19 : SHORT-TERM LOANS AND ADVANCES


R R

Advances recoverable in cash or in kind or for value to be receivedUnsecured

- Considered good 84,70,58,744 78,21,60,035

- Considered doubtful 12,23,11,855 12,21,06,664

Secured :

- Considered good Related parties - - Others - To Sub Contractors against BG 29,59,15,436 23,56,16,811

- To Staff (Represent House Building Advance secured 32,46,856 27,76,471against first charge on immovable property of the staffand Vechicle advance secured against First charge onVehicle of the staff)

126,85,32,891 114,26,59,981

Less: Provision for Doubtful advances 12,23,11,855 12,21,06,664

114,62,21,036 102,05,53,317

Security Deposits 13,99,95,728 15,45,16,468

Interest accrued but not due on advances 3,87,90,976 2,54,01,596

Interest accrued and Due on Loan 15,47,537 2,03,449

Total 132,65,55,277 120,06,74,830

NOTE 20 : OTHER CURRENT ASSETS


R R

Interest accrued but not due on deposits 2,13,07,353 3,98,56,709(Rs 206.43 Lakh on deposits in the name of Client A/c TCIL(Previous year Rs. 63.86 Lakhs))Amount Due from Customers

Work in Progress 1107,94,93,212 954,22,15,925Less :Bills Raised 955,11,14,903 815,67,29,696

152,83,78,309 138,54,86,229

Advance Tax and Tax Deducted at Source 35,33,21,297 27,34,67,239

MAT Credit Entitlement 4,89,78,378 3,49,78,378

Other Taxes Recoverable 9,57,67,347 5,64,61,196

Total 204,77,52,684 179,02,49,751


NOTE 21 : REVENUE FROM OPERATIONS

Particulars For the year ended For the year ended31st March 2013 31st March 2012

R R

I. Sale of Products 103,03,20,608 117,34,38,461II. Sale of Services

a.) Turnkey Projects 119,15,49,634 195,80,87,019Completed

b) Accretion/Decretion (-)to Work-in-Progress

Closing Work-in-Progress 1167,61,84,781 963,99,75,068

Less :

Opening Work-in-Progress 963,99,75,068 856,31,71,136

203,62,09,713 107,68,03,932

c) Maintenance / Service Contracts 222,50,78,343 206,71,39,112

d) Consultancy Projects 12,64,36,964 9,79,16,515

e) Other Projects 3,78,77,521 6,66,89,278

III. Lease Rental Income 2,09,63,948 13,75,390

IV. Other Operating Revenue

- Interest on Advance from Sub-contractor 4,51,14,882 4,36,82,897

- Overheads recovered from Sub-contractor 63,76,241 91,401

- Sale of Tenders 2,45,500 37,800

- Sale of Scrap - 87,290

- Provision for Warranty Period Expenses written back 9,85,332 15,17,894

- Empanelment Fees from contractors 98,40,000 -

- Excess provision written back 8,94,65,759 4,85,29,371

- Gain on Currency Translation (Net) - -

Total 682,04,64,445 653,53,96,360


NOTE 22 : OTHER INCOME


R R

Interest (Gross)

- Fixed Deposit 2,19,54,241 5,33,03,677

- Loans to Employees 11,46,012 10,80,238

Profit on Sale of Assets (Net) - 1,29,111

Other Non-Operating income

- Dividend received 15,05,40,000 11,26,80,000

- Others 8,79,88,654 10,52,94,265

Total 26,16,28,907 27,24,87,291

NOTE 23 : COST OF MATERIALS CONSUMED


R R

A. STORES & SPARES

Opening Stock 10,08,73,194 6,95,02,556

Add: Purchases 59,82,36,791 75,49,46,068

Less: Closing Stock 13,88,44,470 10,08,73,194

Stores & Spares consumed 56,02,65,515 72,35,75,430

B. LOOSE TOOLS

Opening Stock - -

ADD : Purchases 1,47,56,437 38,39,207

Less : Closing Stock - -

Loose tools consumed 1,47,56,437 38,39,207

Total 57,50,21,952 72,74,14,637

NOTE 24 : CHANGES IN INVENTORIES OF STOCK IN TRADE


R R

Stock at close 7,33,93,330 -

Stock at commencement - -

(Increase)/ Decrease in Stocks -73,393,330 -


NOTE 25 : PERSONNEL EXPENDITURE


R R

Salaries (including foreign DA) 95,95,56,017 80,52,62,985

Leave Salary & Pension Contribution 1,21,11,553 66,74,655

Provident & other Funds Contribution 7,92,52,953 8,31,05,856

Medical Reimbursement 3,90,15,197 3,45,70,063

Staff Welfare including Camp expenses 3,82,12,424 3,43,00,574

Liveries 5,21,059 6,26,234

Performance Related Pay (PRP) 75,00,000 57,00,000

Bonus 6,16,986 3,52,596

Rent for employees Accommodation :

Gross: 2,85,20,915 2,84,60,585

Less Recoveries 1,50,864 2,35,259

Leave Salary Encashment 4,14,47,464 6,01,03,377

Children Education Allowance 3,64,897 3,41,400

Leave Travel Concession 82,28,068 27,90,621

Gratuity 1,13,37,838 1,49,91,073

Employees Accident Group Insurance 7,89,186 1,43,973

P.F.Admn.Charges 7,23,050 7,88,203

Retd.Emp.Medical Scheme 1,18,669 82,95,895

Total 122,81,65,412 108,62,72,831

NOTE 26 : FINANCE COSTS


R R

Interest Expense on Term Loans 5,24,30,709 4,26,36,866

Interest Expense on Overdrafts & Other Borrowings 3,85,56,570 99,25,503

Net Gain/Loss on foreign exchange transactions 4,07,27,875 3,21,46,851

Total 13,17,15,154 8,47,09,220


NOTE 27 : ADMINISTRATIVE AND OTHER EXPENSES


R R

Rent 7,90,81,872 6,26,60,680

Rates & Taxes 7,22,69,657 5,03,98,097

Insurance 2,40,22,949 2,84,47,345

Bank & Guarantee Charges 2,49,55,013 1,94,96,284

Business Promotion 92,87,859 70,21,169

Agency Commission & Sponser Fee 3,21,98,892 2,89,25,839

Legal & Professional Charges 1,43,77,245 1,31,95,492

Consultancy 6,27,84,824 1,20,99,788

Electricity & Water 2,79,13,600 1,57,94,093

Telephone,Telex & Postage 2,23,86,224 1,88,56,235

Printing & Stationery 1,04,93,715 80,44,921

Travelling 6,78,80,521 6,48,25,615

Advertisement 62,77,567 98,91,041

Books & Periodicals 4,07,148 3,75,502

Seminar & Training 24,25,170 15,19,884

Repairs & Maintenance :

Plant & Machinery 3,29,51,445 1,62,12,659

Building 51,05,110 63,47,679

Others 1,93,19,538 54,53,264

Loss on Currency Translation (Net) 9,64,81,191 14,98,51,343

Vehicle running & Mtnc. 4,20,44,677 3,29,26,152

Misc. Expenses 3,67,82,302 1,47,47,766

Auditors remuneration :

- Audit Fee 24,01,120 16,97,297

- Taxation Matter 7,30,913 3,64,933

- Others services including certification 1,92,510 1,00,000

- Out of Pocket Expenses 1,26,473 56,600

Hiring Charges :

Machinery 5,71,01,083 2,43,32,634

Vehicles 3,90,33,560 4,49,73,697

Provision for slow moving / obsolete stores 14,89,850 -

Directors sitting fees 2,90,000 3,70,000


Provision for Warranty Period Expenses 3,60,18,003 1,89,17,217

Loss on sale / scrapping of assets 39,29,980 -

Bad debts/ Advances Written off 1,95,890 90,271

Donation 50,000 -

Corporate Social Responsibilities 43,21,199 41,95,797

Security & Maintenance 68,93,352 68,68,655

Research & Development 9,60,000 8,22,937

Sustainable Development 8,51,596 1,25,000

Total 84,40,32,048 67,00,05,886

NOTE 28 : TAX EXPENSE


R R

Current Tax (Including Wealth Tax) 3,23,52,074 3,36,00,000

Provision for Taxation for earlier years -15,913,382 4,17,21,368

Deferred Tax Charge 3,86,31,551 6,74,76,639

MAT Credit Entitlement -14,000,000 -17,796,624

MAT Credit Entitlement - Prevoius year - -13,750,537

Total 4,10,70,243 11,12,50,846


29. Contingent Liabilities:

(i) Income Tax Matters:

Provision has been made for current Income Tax as per the provisions of Tax laws prevailing inIndia and abroad and are based on the decisions of the Appellate Authorities. The assessment ofthe company u/s 143(3) of Income Tax Act, 1961 has been completed up to AY 2010-11. However,no provision is considered necessary in respect of issues, which are subject matter of appeals filedwith Appellate Authorities (either by the company or by the revenue department).

(ii) Sales Tax:

A demand has been raised by Uttarakhand Trade Tax Department for the Assessment Year 2002-03 to 2006-07 which has not been acknowledged by the Company as debt in view of Judgment ofUttarakhand High Court for the year 1997-98 to 2001-02 in favour of the Company. The Companyis in appeal against the said demand with First Appellate Authority.

(iii) Court Case and Arbitration:

Other claims excluding interest which are disputed, in courts or under arbitration not acknowledgedas debts. No provision is considered necessary, as the Company has not acknowledged the same asdebts. Company has filed counter claims which are also not accounted for. The outcome of disputeswill be known only after arbitration award/decrees.

30. Details of Guarantees given:

(R in Lakhs)

(R in Lakhs)

Particulars As on As onMarch 31, 2013 March 31, 2012

Income Tax matters not acknowledged as debts (see (i) below) 1,467.96 1,371.57

Sales Tax matters not acknowledged as debts (see (ii) below) 25.26 25.26

Court cases & arbitration not acknowledged as debts 23,656.21 18,687.80(see (iii) below)

Liabilities on Terminated packages 824.00 536.00

Counter Claim Filed by Company 6,870.66 4,084.67


Bank guarantees Outstanding 27,793.07 30,313.21

Expired Bank Guarantee 8,458.72 3,465.81

Bank guarantees outstanding (given on behalf of TTL) 616.91 613.48

Expired Bank Guarantee (given on behalf of Subsidiary - TTL) 9.78 11.28

Corporate Guarantee 1,134.44 461.69



32. Capital and Other Commitments:

Estimated amount of contracts remaining to be executed on Capital Account and not provided for isR 355.00 Lakhs (Previous Year R 1,235.65/- lakhs ).

33. Balances of Debtors and Creditors including BSNL, MTNL, MPRRDA, GAIL & PGCIL aresubject to confirmation and reconciliation.

34. (i) Details of Foreign Currency Exposure

Amount payable in Foreign Currency (Unhedged) on account of the following:

31. Details of Letter of Credit

(R in Lakhs)


Letter of Credit Outstanding 2,255.98 701.02

Particulars As on 31st March 2013 As on 31st March 2012

Rupees Foreign Currency Rupees Foreign Currency

Import Creditors

TTL (Unhedged) R 20,14,209.44 USD 36,966.45 Nil Nil

NTRO R 39,23,100.00 USD 72,000.00 Nil Nil

DGLL R 3,86,17,240.00 USD 7,08,735.73 R 18,75,85,665.50 USD36,68,439.73

DSPT R 6,31,19,001.09 USD 11,58,412.50 Nil Nil

Unsecured R 8,00,60,236.00 USD 14,69,332.14 R 30,73,41,663.00 USD 60,10,397.34Loans (Banks)

(ii) Amount receivable in Foreign Currency (Unhedged) on account of the Following:


Rupees Foreign Currency Rupees Foreign Currency

Export Debtors R 7,47,62,894.30 USD 13,72,110.93 R 20,88,29,379.10 USD 40,83,883.43

Fixed Deposits 0.00 0.00 R 2 6,14,047.00 EURO 38,292.64with Banks

Call Deposit / R 9,25,863.04 USD 16,992.21 R 16,75,966.00 USD 32,775.33Current Account R 1,19,120.29 GBP 1,438.26 R 141,011.00 GBP1,726.82with Banks R 8,20,169.67 EUR 11,736.41 R 768,046.00 EURO 11,250.95

NIL NIL R 127,124.00 SDP 6,577.21

(iii) Overseas Projects/Branches: Normally project periods range from1 to 3 years. Payables/Receivables being in the same currency, unhedged portion is only surplus to be repatriated to Indiaafter the end of the project, which is hedged on ascertainment of surplus at the time of repatriation.

35. The Company has not received any information from suppliers regarding their status under theMicro, Small and Medium enterprises Development Act ,2006 and hence disclosures, if any, relating toamounts unpaid as at the year end together with interest paid/ payable as required under the said Actcould not be ascertained..


36. Amounts due from Directors and Officers of the Company :-

(Amount in R)

Particulars As on 31.03.2013 As on 31.03.2012 Maximum during the year

Directors Nil Nil 1,25,709.00 Nil

Officers 79,784.00 1,35,844.00 1,35,861.00 1,87,406.00

37. A) Personnel expenditure include remuneration for Whole time Directors including Chairman&Managing Director: -

(Amount in R)

Description 2012-13 2011-12

Salaries and Allowances 80,13,522.00 86,18,581.00

Provident Fund Contribution 6,90,292.00 5,38,266.00

Medical Reimbursement 1,27,376.00 2,30,100.00

B) Chairman &Managing Director and Whole-time Directors are also covered under GroupGratuity-cum-Life Assurance Scheme and Group Personal Accident Insurance Scheme forwhich premium of R 2,73,240/- (previous year R 148,450/-) has been paid by the Companyas applicable under Rules of the Company.

38. Travelling expenses include R 28.99/- Lakhs incurred on Chairman & Managing Director andDirectors travelling (previous Year R 15.29/- Lakhs).

39. (a) In two countries abroad, transactions including purchase of assets in connection with t h econtracts have been carried out in the name of Agents/JV companies. The written downvalue of Fixed Assets in the name of Agents/JV companies amounts to R 681.63/- Lakhs(Previous Year R 412.15/- Lakhs).

(b) Considering the substance of the arrangement of the Company for operating in KSA (Kingdomof Saudi Arabia) and because of integral operations of the company,the financial statementsof TSCL is merged with Head Office operations of the Company as per past practice of thecompany.

(c) The company has undertaken various projects on Built- Operate- Transfer (BOT) basis asper the concession agreement with the government authorities. Under the agreements theconcession period for toll collection or annuity payments ranges from 15 to 25 years. At theend of the said concession period, the entire facilities are transferred to the concernedgovernment authorities.

(d) The aggregate amount of revenues and profits before tax (net) recognized during the yearin respect of construction services related to Built- Operate- Transfer (BOT) projects isR 6,478.54 Lakhs (Previous Year R 1,976.99 Lakhs) and R 259.06 Lakhs (Previous Year(R 275.73 Lakhs) respectively.

40. Interest accrued but not due on Investment/ Deposits and Interest on Fixed Deposits as shown inNotes -20 and 22 (Other Current Assets and Other Income) respectively includes interest amountingto R 206.43/- Lakhs (Previous Year R 63.86 Lakhs ) on Fixed Deposits for EMD/ Security Depositsin the name of clients A/C TCIL.

41. Investments in ventures in India and outside India are classified as long term investments and arevalued as per Accounting Policy No.10. The profits/losses of these ventures are accounted for ondeclaration of dividend by these companies or sharing of profits/losses among the joint venturepartners.


42. Statement of Prior Period Income & Expenditure and Extra ordinary items in Profit & LossAccount: -

(Amount in R)

43. Disclosure as per Revised Accounting Standard on "Accounting for Construction Contracts" (AS-7) issued by the Institute of Chartered Accountants of India with regard to Turnkey Contractsentered on or after 1.4.2002:


Prior Period items

INCOME

a) Project Income - 10,29,014.00

b) Other Income - -

Total Income (I) - 10,29,014.00

EXPENDITURE

a) Stores, Spares & Loose Tools Consumed - -

b) Sub Contractors 1,55,18,000.00 -

c) Other Expenses 24,02,206.00 8,79,812.00

d) Depreciation 0.00 0.00

Total Expenditure (II) 1,79,20,206.00 8,79,812.00

Net Adjustment (I-II) (1,79,20,206.00) 1,49,202.00

44. Employees Benefits

The company has adopted revised AS 15 (Revised in 2005) regarding "Employee Benefits" which ismandatory for the accounting period starting from 7th December, 2006. Pursuant thereto defined plansare as under:

Provident Fund:

The Company pays fixed contribution for Provident Fund at predetermined rates to a separate trust,which invests the funds in permitted securities. The contribution to the fund for the period is recognizedas expense and is charged to Profit and Loss account. The obligation of the company is limited to suchfixed contribution. However, the Trust is required to pay a minimum rate of interest on contribution tothe members as prescribed by the Government of India. The fair value of assets of the PF Fund includingthe returns on the assets thereof, as on the balance sheet date is greater than the obligations under thedefined benefit plan. The total contribution of the company during the year is R 792.53 Lakhs (Previousyear R 831.06 Lakhs).

(Amount R In lakhs)

Particulars 2012-13 2011-12

1 Contract revenue recognized for the year 32,277.59 30,348.90

2 Amount of cost incurred and recognized profit in 110,794.93 95,422.15respect of work in progress

3 Amount Due from customers 15,283.78 13,854.86

4 Advances received from customers & 8,169.10 7,227.89outstanding as at the year-end.

5 Retention Money outstanding as at the year end 3,726.68 3,784.95


Gratuity:

The Company has defined Gratuity plan. Every employee who has rendered continuous service of fiveyears or more is entitled to get Gratuity of 15 days salary for each completed year of service subject to amaximum of R 10 Lakhs on superannuation, resignation, termination, and disablement or on death. Thescheme is funded by Company and is managed by Trust namely "Telecommunications ConsultantsEmployees Group Gratuity Trust" which has taken a Group Gratuity-cum-Life Assurance Policy fromLife Insurance Corporation of India. The present value of obligation is determined based on actuarialvaluation using the Projected Unit Credit Method.

Leave Encashment:

The Company has Leave Encashment facility up to 300 days (Earned Leave plus Half Pay Leave) at thetime of superannuation/ retirement during the year. Based on Actuarial Valuation, a provision ofR 414.47 Lakhs (Previous Year R 601.03 Lakhs) has been made during the year, as per Accounting PolicyNo. 20 (iii) of Statement of significant Accounting Policies.

Post Retirement:

The Company has a medical scheme for retired employees (who opted for company scheme) as perAccounting Policy No 20(ii) wherein :

OPD treatment is allowed upto R10,000/- for CDA Employees. For IDA Employees, on specific amountgrade-wise.

Hospitalization Policy Reimbursement amount is upto R 10,940/-

Retired employees can opt more for hospitalization and less for OPD within the total amount of(i) & (ii) above. The company has provided liability on this account on the basis of actuarial valuation.

The status of Gratuity Trust, Leave Encashment and Post Retirement Medical Plan based on actuarialvaluation are as follows:

(R In Lakhs)

S. Particulars Gratuity Leave PostNo. (Funded) Encashment Retirement

(Unfunded) Medical Plan(Unfunded)

Discount rate 8% 8% 8%

1 Change in present value of obligations

Present value of obligations as at 01.04.12 2027.48 1393.34 442.68

Interest cost 162.19 111.46 35.41

Current service cost 87.94 227.30 0.00

Benefits paid (149.32) (357.09) (14.99)

Actuarial (gain)/loss on obligations 40.18 75.71 (34.23)


2 Changes in the fair value of plan assets

Fair value of plan assets as at 01.04.12 1974.84 0 0

Expected return on plan assets 189.10 0 0

Contribution 140.51 0 0

Benefits paid (149.32) 0 0

Actuarial (gain)/loss on plan assets 0 0



3 Fair value of plan assets


Actual return on plan assets 189.10 0 0

Contributions 140.51 0 0

Benefits paid (149.32) 0 0


Funded / (Unfunded) status (13.35) (1450.72) (428.88)

Excess of Actual over estimated return on plan assets 0 0

4 Actuarial gain /loss recognized as at 31.03.2013

Actuarial gain/(Loss) on obligations (40.18) (75.71) (34.23)

Actuarial (gain)/Loss for the year-Plan assets 0.00 0.00 0.00

Actuarial (gain)/Loss on obligations (40.18) 75.71 (34.23)

Actuarial (gain)/Loss recognized in the year (40.18) 75.71 (34.23)

5 Amounts to be recognized in the Balance sheet and P&L



Funded status (13.35) (1450.72) (428.88)

Net assets/ (liability) recognized in balance sheet (13.35) (1450.72) (428.88)

6 Expenses recognized in Profit & loss

Current service cost 87.94 227.30 0.00

Interest cost 162.20 111.47 35.41

Expected return on plan assets (189.10)

Net actuarial (gain)/loss recognized in the year 40.18 75.71 (34.23)

Expenses recognized in Profit & loss 101.22 414.47 1.19

45. Segment Reporting

A) PRIMARY SEGMENT

(i) The Company's business is organized mainly into four Business Segments in line with AS-17 on"Segment reporting" issued by Institute of Chartered Accountants of India:

● Telecommunications Projects

● Civil Projects

● Consultancy and Service Contracts

● Trading Activities.

Segments Revenue, Results, Assets and Liabilities include amounts identified to each segment.Other un-allocable Expenditure includes Revenue and Expenses which are not directly identifiableto the individual segments as well as expenses, which relate to the company as a whole.

B) SECONDARY SEGMENT

Two Secondary Segments have been identified based on Geographical location of the customersin line with AS-17 on "Segment reporting" issued by Institute of Chartered Accountants of India.

India

Outside India.


(i)

Pri

mar

y Se

gmen

t In

form

atio

n:

Com

pany

's se

gmen

t in

form

atio

n pu

rsua

nt t

o A

ccou

ntin

g st

anda

rd o

n 'se

gmen

t R

epor

ting'

(A

S-17

) is

sued

by

the

Inst

itute

of

Cha

rter

ed A

ccou

ntan

ts o

fIn

dia

as a

t and

for

the

year

end

ed 3

1st M

arch

, 201

3 is

as

follo

ws:

-(A

mou

nt R

in

lakh

s)

Par

ticu

lars

Tele

com

mun

icat

ions

Civ

il P

roje

cts

Con

sult

ancy

and

Tra

ding

act

ivit

ies

Oth

er O

pera

ting

Una

lloca

ble

TO

TA

LP

roje

cts

Serv

ice

cont

ract

sR

even

ue

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

1A

. SE

GM

EN

T R

EV

EN

UE

Exte

rnal

Tur

nove

r 1

2,99

9.53

12,

063.

49 1

9,27

8.06

18,

287.

89 2

4,10

3.57

22,

328.

75 1

0,30

3.21

11,

734.

37 1

,520

.28

939

.47

- -

68,

204.

65 6

5,35

3.97

Inte

r Se

gmen

t Tur

nove

r -

- -

- -

- -

- -

- -

-

Tota

l 1

2,99

9.53

12,

063.

49 1

9,27

8.06

18,

287.

89 2

4,10

3.57

22,

328.

75 1

0,30

3.21

11,

734.

37 1

,520

.28

939

.47

- -

68,

204.

65 6

5,35

3.97

2 S

egm

ent R

esut

l bef

ore

Inte

rest

and

Tax

es 2

,772

.33

2,1

85.9

4 7

16.6

6 1

79.3

5 3

,389

.97

5,0

16.5

0 1

,844

.11

713

.86

1,3

73.0

8 8

40.1

6 (

0.24

) (

2,52

4.82

) 1

0,09

5.91

6,4

10.9

9

Less

: Int

eres

t Exp

ense

(14

.08)

(13

.88)

(19

5.52

) (

59.1

7) (

359.

43)

(40

4.73

) -

(3.

07)

- -

(34

0.84

) (

44.7

7) (

909.

87)

(52

5.62

)

Add

: Int

eres

t Inc

ome

229

.10

3.0

4 1

.90

4.0

4 -

0.0

6 -

5.6

4 -

- -

531

.06

231

.00

543

.84

Add

: Prio

r pe

riod

inco

me

(net

) -

- -

- (

177.

92)

1.4

9 -

- -

- (

1.28

) -

(17

9.20

) 1

.49

Add

: Oth

er in

com

e/ex

p (

1,96

4.08

) (

1,38

2.08

) (

1,70

5.53

) (

958.

38)

(51

2.15

) (

2,40

3.87

) (

375.

95)

71.

04 -

(2,

764.

37)

229

.18

(7,

251.

04)

(4,

515.

15)

Prof

it be

fore

tax

1,0

23.2

7 7

93.0

2 (

1,18

2.49

) (

834.

16)

2,3

40.4

7 2

,209

.45

1,4

68.1

6 7

16.4

3 1

,444

.12

840

.16

(3,

106.

73)

(2,

267.

71)

1,9

86.8

0 1

,915

.55

Cur

rent

tax

130

.96

129

.63

- -

0.5

2 3

2.15

- 8

.19

- (

107.

09)

267

.77

24.

39 4

37.7

4

Frin

ge B

enef

it Ta

x -

- -

- -

- -

- -

- -

- -

Def

erre

d Ta

x 2

7.86

(34

.77)

- -

- (

15.9

4) -

(3.

08)

- 3

58.4

5 7

22.4

0 3

86.3

1 6

74.7

7

Prof

it af

ter t

ax 8

64.4

5 6

98.1

6 (

1,18

2.49

) (

834.

16)

2,3

39.9

5 2

,193

.24

1,4

68.1

6 7

11.3

2 1

,444

.12

840

.16

(3,

358.

09)

(3,

257.

88)

1,5

76.1

0 8

03.0

4

3O

ther

Inf

orm

atio

n

Segm

ent A

sset

s 2

7,00

8.72

23,

504.

34 4

4,52

8.00

42,

085.

20 3

5,27

7.16

32,

114.

82 9

,667

.91

6,7

30.8

5 -

28,

251.

17 2

8,51

1.28

144

,732

.96

132

,946

.49

Segm

ent

Liab

ilitie

s 1

4,00

8.02

11,

003.

76 3

0,24

6.44

34,

032.

53 2

7,00

7.08

26,

069.

66 9

,104

.89

9,1

43.2

5 -

20,

251.

25 9

,852

.39

100

,617

.68

90,

101.

59

Cap

ital

Expe

nditu

re 2

92.0

6 3

60.2

0 6

55.2

2 4

49.8

5 3

18.7

5 1

23.7

4 -

9.0

3 -

76.

09 2

84.0

0 1

,342

.12

1,2

26.8

2

Dep

reci

atio

n 2

29.7

5 1

30.1

5 1

38.7

4 1

37.3

5 4

03.2

2 6

10.6

1 0

.47

7.6

0 -

155

.82

160

.10

928

.00

1,0

45.8

1

Not

e:(i)

Cap

ital E

xpen

ditu

re p

erta

ins

to g

ross

add

ition

s m

ade

to F

ixed

Ass

ets

durin

g th

e ye

ar(ii

)Se

gmen

t ass

ets

incl

ude

Fixe

d A

sset

s, C

apita

l Wor

k in

pro

gres

s, c

urre

nt a

sset

s an

d Lo

ans

and

Adv

ance

s(ii

i)Se

gmen

t lia

bilit

ies

incl

ude

Uns

ecur

ed lo

ans,

Cur

rent

Lia

bilit

ies

and

Prov

isio

ns


(ii) Secondary Segment Information:

2012-13 2011-12

1. Segment Revenue - External Turnover

- Within India 34,610.13 41,590.30

- Outside India 33,594.52 23,763.67

Total Revenue 68,204.65 65,353.97

2. Segment Assets

- Within India 114,470.75 107,984.75

- Outside India 30,262.21 24,961.74

Total Assets 144,732.96 132,946.49

3. Segment Liability

- Within India 82,183.57 74,226.24

- Outside India 18,434.11 15,875.35

Total Liability 100,617.68 90,101.59


- Within India 734.56 728.73

- Outside India 607.56 498.09

Total Expenditure 1,342.12 1,226.82

46. Disclosure pursuant to Accounting Standard on "Related Party Disclosure"(AS 18) issuedby the Institute of Chartered Accountants of India

A. Key Management Personnel :i) Chairman & Managing Director

Sh Vimal Wakhlu

ii) Wholetime Directors

Sh V.K.Sharma

Sh A.K.Gupta

Sh. Rajesh Kapoor (01 September 2012 Onwards)

B. Joint Venture CompaniesTBL International Limited (TBL)

Bharti Hexacom Limited (BHL)

United Telecom Limited (UTL)

Telecommunications Consultants Nigeria Limited (TCNL)-Dormant Company

C. Subsidairy CompaniesTamilNadu Telecommunications Ltd (TTL)

Intelligent Communication Systems India Ltd(ICSIL)

Telecommunications Consultants India Ltd Oman LLC

TCIL Bina Toll Road Limited (SPV) (Incorporated on 11-07-2012)

Disclosure in respect to transactions with Related Parties :

(R in Lakhs)


Desc

riptio

n of

natu

re of

tran

sacti

ons

Turn

over

808.0

01,0

35.94

00

00

00

18.15

105.2

4-

Not

826.1

51,1

41.18

00

826.1

51,1

41.18

Avail

able

Othe

r Inc

ome

-24

.590

00

00

00

0-

Not

-24

.590

0 -

24.59

Avail

able

- -

Purch

ase o

f Mate

rial

71.90

619.3

10

00

00

00

0-

Not

71.90

619.3

10

0 71

.90 61

9.31

Avail

able

Sub

Contr

actor

s pay

ment

00

00

93.87

86.10

00

00

-No

t 93

.87 86

.100

0 93

.87 86

.10 A

vaila

ble

Emplo

yees

Rem

unera

tion

00

00

00

00

00

-No

t -

-87

.0397

.04 87

.03 97

.04&

Bene

fits

Avail

able

Othe

r Exp

ense

s0

00

00

00

00

0-

Not

- -

00

- -

Avail

able

Purch

ase o

f Fixe

d Asse

ts0

00

00

00

00

0-

Not

- -

00

- -

Avail

able

Divid

end/I

nteres

t Inc

ome

662.0

8 56

4.70

5.40

1.80

00

1,50

0.00

1,12

6.80

00

-No

t2,1

67.48

1,69

3.30

00

2,16

7.48

1,69

3.30

Avail

able

Debto

rs an

d oth

er5,0

16.48

4,83

4.41

360.3

0 36

1.90

00

1125

.000.0

0 21

.95 43

.65 9.

08No

t 6

,533.4

3 5

,239.9

60

0 6

,533.4

3 5

,239.9

6rec

eivab

les as

Avail

able

at ye

ar en

d

Cred

itors

and

other

161.8

6 22

7.68

18.55

23.44

60.34

75.17

00

00

-No

t 24

0.75

326.2

90

0 24

0.75

326.2

9pa

yable

s as

Avail

able

at ye

ar en

d -

- -

- -

-

Bank

/Cor

porat

e62

6.69

613.4

80

00

00

00

045

9.00

Not

1,08

5.69

613.4

80

0 1

,085.6

9 61

3.48

Guara

ntees

Give

nAv

ailab

le -

-

Amou

nt wr

itten

off

00

00

00

00

00

-No

t -

-0

0 -

-Av

ailab

le

Prov

ision

for

00

00

00

00

00

-No

t -

-0

0 -

-do

ubtfu

l deb

tsAv

ailab

le

TTL

ICSI

LTB

LBH

LUT

LTC

IL B

INA

TOLL

TCIL

OM

ANTC

NLJo

int V

entu

re/

Key

Mgm

tTo

tal

ROAD

LTD

LLC

Subs

idai

ry C

os.

Pers

onne

lin

cludi

ngre

lativ

e

Parti

cular

sYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

arYe

aren

ding

endi

ngen

ding

endi

ngen

ding

endi

ngen

ding

endi

ngen

ding

endi

ngen

ding

endi

ngen

ding

endi

ngen

ding

endi

ngen

ding

endi

ngen

ding

endi

ngen

ding

endi

ng20

12-1

320

11-1

220

12-1

320

11-1

220

12-1

320

11-1

220

12-1

320

11-1

220

12-1

320

11-1

220

12-1

320

11-1

220

12-1

320

11-1

220

12-1

3 2

011-1

220

12-1

3 2

011-1

220

12-1

320

11-1

220

12-1

320

11-1

2

(R in

Lak

hs)


47

Dis

clos

ure

in r

espe

ct o

f Jo

int V

entu

res

as p

er r

equi

rem

ent

of A

ccou

ntin

g St

anda

rd o

n "F

inan

cial

Rep

orti

ng o

f In

tere

st in

Joi

nt V

entu

res"

(A

S 27

) is

sued

by

the

"Ins

titu

te o

f C

hart

ered

Acc

ount

ants

of

Indi

a"

Lis

t of

Joi

ntly

con

trol

led

enti

ties

/com

pani

es a

nd t

heir

ow

ners

hip

part

icul

ars

are

give

n he

reun

der

:

Nam

e of

JV

Com

pany

% o

f ow

ners

hip

of T

CIL

% o

f ow

ners

hip

of V

otin

g P

ower

Des

crip

tion

of

Inte

rest

Bha

rti

Hex

acom

Lim

ited

30.0

0%30

.00%

Join

tly

cont

roll

ed e

ntit

y

TB

L I

nter

nati

onal

Lim

ited

44.9

0%44

.90%

Join

tly

cont

roll

ed e

ntit

y

Uni

ted

Tele

com

Lim

ited

26.6

6%26

.66%

Join

tly

cont

roll

ed e

ntit

y

Tele

com

mun

icat

ions

Con

sult

ants

Nig

eria

Lim

ited

(T

CN

L)

40.0

0%40

.00%

Join

tly

cont

roll

ed e

ntit

y(D

orm

ant

Com

pany

)

Yea

r E

ndin

g31

-Mar

-13

31-M

ar-1

231

-Mar

-13

31-M

ar-1

231

-Mar

-13

31-M

ar-1

231

-Mar

-13

31-M

ar-1

2

Sha

re o

f A

sset

s14

5,08

9.00

121,

002.

0020

8.48

148.

803,

389.

613,

775.

11-

Not

Ava

ilab

le

Sha

re o

f L

iabi

liti

es33

,708

.00

25,3

29.0

080

.74

35.8

01,

239.

881,

399.

48-

Not

Ava

ilab

le

Sha

re o

f In

com

e11

4,31

8.00

102,

912.

0064

.05

59.2

11,

474.

911,

948.

27-

Not

Ava

ilab

le

Sha

re o

f E

xpen

ses

90,0

72.0

080

,421

.00

42.7

437

.84

1,10

2.95

1,78

9.77

-N

ot A

vail

able

TC

IL's

sha

re i

n co

ntin

gent

lia

bili

ty o

f JV

Co.

16,5

93.0

014

,496

.00

26.7

126

.71

Nil

Nil

-N

ot A

vail

able

Con

ting

ent

liab

ilit

y fo

r jo

intl

y co

ntro

lled

Nil

Nil

Nil

Nil

Nil

Nil

-N

ilco

mpa

ny i

ncur

red

by T

CIL

Con

ting

ent

Lia

bili

ty i

n re

gard

to

othe

rN

ilN

ilN

ilN

ilN

ilN

il-

Nil

vent

ures

inc

urre

d by

TC

IL

TC

IL's

sha

re i

n ca

pita

l co

mm

itm

ent

ofN

il3,

837.

00N

ilN

ilN

ilN

il-

Not

Ava

ilab

leJo

int

Ven

ture

Com

pany

Cap

ital

com

mit

men

t fo

r Jo

int

Ven

ture

Co.

Nil

Nil

Nil

Nil

Nil

Nil

-N

ilin

curr

ed b

y T

CIL

Shar

e of

Ass

ets,

Lia

bilit

ies,

Inc

ome

& E

xpen

ditu

re e

tc.

(R in

Lak

hs)

Bha

rti

Hex

acom

TB

L I

nter

nati

onal

Uni

ted

Tel

ecom

Ltd

.T

CN

LL

imit

ed L

imit

ed

Aud

ited

Aud

ited

Aud

ited

Aud

ited

Una

udit

edU

naud

ited


48. Financial Lease

Disclosure as per Accounting Standard on 'Leases' (AS-19) issued by the Institute of CharteredAccountants of India in respect of financial lease entered on or after 01.04.2001 is as follows:

(Amount in R)

49. Basic &Diluted Earnings Per Share:

In compliance with Accounting Standard on "Earning Per Share" (AS-20) issued by the Instituteof chartered Accountants of India, the elements considered for Calculation of Earning Per Share(Basic &Diluted) are as under:

S No. Description 2012-13 2011-12

(a) (i) Gross total investment 64,95,924.00 1,85,82,930.00

(ii) Present value of lease payment receivableover lease period not later than 1 year 4,83,102.00 3,517,732.00

(iii) Later than 1 year and not later than 5 years - 588,816.00

(iv) Later than 5 years - -

(b) Unearned finance income:-

The unguaranteed residual values accuring to 17,480.00 422,327.00the benefit of the lessor

(c) Minimum lease payment receivables - -

(d) Contingent rent recognized in the statementof Profit & Loss for the period - -

(Amount in R)

March-13 March-12

Profit After Tax (Rupees) 15,76,10,194.00 8,03,03,783.00

Weighted Average number of Equity Shares 4,32,00,000 4,32,00,000

Add: Bonus Shares Issued - -

Total Weighted Average number of Equity Shares usedfor computing Earning Per Share (Basic & Diluted) 4,32,00,000 4,32,00,000

Earning Per Share (Basic & Diluted) (Rupees) 3.65 1.86

Face Value Per Share (Rupees) 10.00 10.00

50. As stipulated in AS-28, after due assessment, the company is of the view that assets employed incontinuing business (for the assets to which AS-28 is applicable) are capable of generating adequatereturns over their useful life in the usual course of business. There is no indication to the companyof impairment of any asset and accordingly the Management is of the view that no impairmentprovision is called for during the year.

51. Change in Accounting Policy No. 11(ii), regarding amortization of intangible assets by changingmethod of recognition based on revised projected total income. The company has written backR 4.35 Crore resulting in corresponding increase in Net Block and Profit out of Total Provision ofR 8.94 crores written back during the year.


52. Earnings in Foreign Exchange: -

(On accrual basis and as certified by the Management)

(R in Lakhs)


Interest 5.75 12.18

Income from Projects/ Others 31,104.66 20,058.23

53. Expenditure in Foreign Exchange:-

(On accrual basis and as certified by the Management)

(R in Lakhs)


Travelling 298.16 301.60

Interest 32.58 48.69

Consultancy Charges 468.26 12.25

Agency Commission & Sponsorship Fee 317.84 289.25

Legal & Professional Charges 21.59 18.30

Stores for Installation / Other Items 25,692.68 16,460.87

54. Foreign Exchange Remittance

(R in Lakhs)


Actual Foreign Exchange 1,963.68 1,377.17

55. Import on CIF Basis(Stores)

(R in Lakhs)


Import on CIF Basis(Stores) 231.33 1,195.79

56. Previous Year Figures have been realigned/recast/regrouped wherever considered necessary.


Cash Flow Statement For The Year Ending 31st March, 2013(Figures in Rupees)

2012-13 2011-12

A CASH FLOWS FROM OPERATING ACTIVITIESNet profit before taxation as per Statement of Profit & Loss 198,680,437 191,554,629- Extraordinary Items - -- Depreciation of earlier year written back (43,471,354)Net profit before taxation , and extraordinary items 155,209,083 191,554,629Adjustments for :- Depreciation and Amortisation Expenses 92,799,554 104,580,722- Foreign Exchange Loss / (Gain) 96,481,191 149,851,343- Loss / (Profit) on Sale of Assets/ Scrapping of Assets 3,929,980 (129,111)- Interest Income (23,100,253) (53,303,677)- Dividend Income (150,540,000) (112,680,000)- Interest Expenses 90,987,279 52,562,369- Provision for Doubtful Debts / Advances 21,042,570 10,470,940- Bad Debts Written Off 195,890 90,271Operating profit before working capital changes 287,005,294 342,997,486Adjustments for :- Change in Sundry Debtors (315,740,491) (850,540,052)- Change in Inventories (109,767,463) (32,088,935)- Change in Current Liabilities & Provisions 939,079,382 443,959,120- Change in Loans and Advances (35,097,399) 309,960,727- Change in Other Current Assets (257,502,933) 195,439,698Cash generated from operations 507,976,390 409,728,044- Unrealised Foreign Exchange (96,481,191) (149,851,343)- Income taxes paid (66,281,162) (71,437,077)Cash Flows before extraordinary item 345,214,037 188,439,624Net cash from operating activities 345,214,037 188,439,624

B Cash flows from investing activities- Purchase of Fixed assets (637,445,071) (232,251,713)- Proceeds from sale of equipment 4,576,161 827,919- Change in Investment (500,000) -- Interest received 23,100,253 53,303,677- Dividend received 150,540,000 112,680,000Net cash used in / from investing activities (459,728,657) (65,440,117)

C Cash flows from financing activities- Proceeds from issuance of Share Capital - -- Proceeds from Long-Term Borrowings 45,979,535 5,001,303- Interest paid (90,987,279) (52,562,369)- Dividend paid (18,666,300) (50,374,980)Net cash used in / from fianancing activities (63,674,044) (97,936,046)

NET INCREASE / (DECREASE) IN CASH & BANK BALANCES - (A+B+C) (178,188,664) 25,063,461

Cash and Bank balances at beginning of period 597,146,549 572,083,088

Cash and Bank balances at end of period 418,957,885 597,146,549

NET INCREASE / (DECREASE) IN CASH & BANK BALANCES (178,188,664) 25,063,461

Notes :1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard - 3 "Cash Flow

Statements"2. Cash and cash equivalents at the end of the period include deposit with banks R 19.58 Lakhs (Previous year R 22.35 lakhs) held by

foreign branches which are not freely repatriable to the company because of currency exchange restriction, however amounts are held incontinuing projects towards local expenditure of projects.

3. The undrawn borrowing facilities available for future operating activities and to settle capital commitments at 31st March 2013 amountto R 110.83 Crs (Previous year R 145.73 crs)

4. Figures in the brackets denotes negative value.5. Previous year figures have been realigned / recast / regroup wherever necessary

In terms of our report attached For and on behalf of the BoardFor M.K. Aggarwal & Co.Chartered Accountants(Firm Regn.:01411N)




NOTE1 : FORMING INTEGRAL PART OF THE FINANCIAL STATEMENTS

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES ANNEXEDTO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED31ST MARCH, 2013.

1. GENERAL

The financial statements are prepared on accrual basis of accounting under historical cost conventionin accordance with generally accepted accounting principles in India and the relevant provisionsof the Companies Act, 1956 including accounting standards notified there under.

2. USE OF ESTIMATES

The preparation of financial statements requires the management of the company to make estimatesand assumptions that affect the reported balances of assets and liabilities and disclosures relatingto the contingent liabilities as at the date of the financial statements and reported amounts ofincome and expenses during the year. Management believes that the estimates used in preparationof the financial statements are prudent and reasonable. Future results could differ from theseestimates.

3. RECOGNITION OF INCOME/EXPENDITURE

A) Consultancy Contracts

a) On completion of respective activity, where the Contract envisages activity wise completion.

b) 90% of the contract value on submission of report and balance 10% on its acceptance.

c) For incomplete activities, the project expenditure is adjusted on pro-rata basis through work-in-progress.

B) Service Contracts

In the case of service contracts on the basis of actual period of services rendered up to the end ofyear by correlating expenditure incurred there against.

C) Trade Income

Trade income is accounted for on the basis of sales bills raised subject to completion of sales.

D) Turnkey Projects ( Including cost plus contracts)

Where contract for works and material is one unit and for works in other contracts, by takingproportion that costs to date bear to the latest estimated total cost through work in progress includingtotal attributable profits.

In evaluating Work-in-Progress, agency commission, sponsorship fee and borrowing costs beingspecific for the contract are included in the cost while HO expenses which include Bonus,Productivity Linked Reward etc. and local Income Tax abroad are not considered for the purposeof costs incurred and total estimated costs.

Notes :

a) Where a contract for supply of material and for works is not a single unit, revenue for supplyof material is accounted for as trading income in accordance with 3(C) while the works areaccounted for in accordance with turnkey project under 3 (D) above.

b) In case of a contract for supply of material and services, income from supply of material istaken under 3(C) while for services income is taken under 3 (B) as service contract.


E) Build-Operate-Transfer (BOT) projects:

i) Revenue relatable to construction services rendered in connection with BOT projectsundertaken by the company is recognized during the period of construction using percentagecompletion method.

ii) Revenue relatable to toll collections of such projects from users of facilities is accountedwhen the amount is due and recovery is certain.

iii) Licence fees for way-side amenities are accounted on accrual basis.

4. PROVISION FOR WARRANTY / MAINTENANCE PERIOD EXPENSES

(a) On completion of the contract or when warranty period commences in terms of contracts forprojects covered under 3(D), provision is made for warranty period / maintenance expenseson specific basis as estimated. The excess provision created in earlier years is written backthrough "Other Income" after completion of the warranty period.

(b) On Supplies covered under 3(C), provision is made for warranty period /maintenanceexpenses on specific basis as estimated. The excess provision created in earlier years, if any,is written back through "Other Income" after completion of the warranty period.

5. PROJECT JOINT VENTURE

In case of Project Joint Venture, not being subsidiaries of the Company or separate entity butjointly controlled with another entity, proportionate share of assets, liabilities, income andexpenditure are taken in the company's Profit & Loss Account and Balance Sheet and are shownseparately.

6. ACCOUNTING OF LEASES

a) Financial Lease

Leased asset given under financial leases recognised as receivable at an amount equal to netinvestment in the lease. Amount received towards lease payment is treated as the paymentof principal and finance income. Recognition of finance income is based on pattern reflectinga constant periodic rate of interest on the net investment of the lessor outstanding in respectof the financial lease.

b) Operating Lease

Leased asset given under operating lease is shown in the Balance Sheet under fixed assets.Lease income is recognised in the statement of Profit & Loss on the Straight Line basis overlease term.

7. STORES, SPARES, STOCK-IN-TRADE AND WORK IN PROGRESS

a) Stores and spares including uninstalled stores and spares are valued at cost. Cost is ascertainedon First-In-First Out (FIFO) basis.

b) Stock-in-trade is valued at lower of cost or realizable value.

c) Loose tools are charged in the year of purchase.

d) On completion of project abroad when no new project is anticipated in that country andassets / stores are not required during Warranty period also, Assets/Stores are discarded anddeclared as scrapped and valued at one unit each of the respective currency till its disposal.

e) Work in progress for contracts for which revenue recognition is as per Accounting Policypara 3(D) is valued at cost plus attributable profit.


8. TRANSLATION OF FOREIGN CURRENCIES

(A) INTEGRAL FOREIGN OPERATIONS;

Transaction of currencies of overseas projects/ branches are done as under : -

(a) Revenue Expenditure At the average of weekly average of opening andclosing rates. Where weekly rates are not available,average of monthly opening and closing ratesor available rates.

(b) Depreciation of Fixed Assets At the rates used for translation of respectiveFixed Assets.

(c) Fixed Assets At the exchange rate at the date of purchase. In caseof non-availability of rates of exchange at the date ofpurchase, available rates in the month of purchase.

(d) Inventories including At rates prevailing at the end of the year.Work-in-Progress

(e) Other Assets and Liabilities At the exchange rates prevailing at the end of the year.

(f) Remittance from foreign At the actual exchange rate at which foreign currenciescountries and foreign currency converted and currencies purchased in Indiapurchased in India.

(g) Others All other foreign currency transactions are accountedfor at the rates prevailing on the dates of the transactionsat project/branch or at Headquarter.

Net difference resulting from the translation of currencies is recognised as income orexpenditure.

(B) Foreign currency assets At year end rates and liabilities other thanfor projects/branches

(C) Forward Exchange Contracts In case of forward exchange contracts the premium/discount arising at the inception of the contract isamortized as expenses or income over the period ofthe forward exchange contract. Similarly, exchangedifference on such contract is recognized in the profitand loss account in the year when the exchange ratechanges. Any profit or loss arising on cancellation/renewal of forward contract is recognized as incomeor expense during the year.

9. BORROWING COSTS

Borrowing costs that are attributable to the acquisition, construction or production of qualifyingassets are capitalized as part of cost of such asset. A qualifying asset is an asset that necessarilyrequires a substantial period of time to get ready for its intended use or sale. All other borrowingcosts are being consistently recognised as an expense in the period in which they are incurred. Forturnkey projects, however, the specific borrowing cost of the project is included in the accumulatedcost (Policy 3 D).

10. INVESTMENTS

Investments in ventures in India or outside india are classified as long term investments and aretranslated at their original rupee cost. Where the investments are quoted in stock exchange and are


being quoted at less than the cost price for last thirty six months, in such cases it is being treated asa permanent decline in the cost of the investment and are being accounted for at reduced value. Onappreciation in the market price, these investments are valued upto the cost .

In cases of unquoted investments, if there is a decline in the performance of the company for thirtysix months, the investment are shown at the reduced value. On improvement of performance,these investments are valued upto the cost"

11. INTANGIBLE ASSETS AND AMORTISATION-BOT PROJECTS

i) Toll collection rights obtained as concessionaire or rendering construction services representthe right to collect toll revenue during the concession period in respect of BOT projectsundertaken by the company. Toll collection rights are capitalized as intangible assets uponcompletion of the project at the cumulative construction costs including related margins asgiven in Accounting Policy 3(E) plus obligation towards negative grants payable, if any. Tillcompletion of the project, the same is recognized as capital work-in-progress.

ii) Toll collection rights (Intangible Assets) are amortized over the concession period / agreementin proportion to actual revenue for the year to total Projected Revenue from the Intangibleassets as provided to the project Lender at the time of Financial closure/agreement for thefirst year and in subsequent years as revised at the end of each financial year based onrevised Projected total revenue for the total concession period.

iii) Administrative and other general overhead expenses that are attributable to acquisition ofintangible assets are allocated as a part of cost of the intangible assets.

12. CONTRACT COMPLETION

Revenue on turnkey jobs is recognised as per Accounting Policy 3(D). The contract is consideredas completed when the last job in the contract is completed and the maintenance / warranty periodcommences.

13. DEPRECIATION ON FIXED ASSETS IN INDIA AND ABROAD

i. Leasehold land and buildings are amortized over the period of lease.

ii. Depreciation on Fixed Assets other than leasehold land and buildings is provided on 'Straightline method' at the rates and basis provided in Schedule XIV of the Companies Act, 1956.For fixed assets purchased after 16.12.1993, revised depreciation rates have been applied.Capital items valuing less than Rs.5000/- each are charged in the year of purchase.

14. CAPITAL SUBSIDY/ GRANTS

a) Grants received/receivable from the Government or other authorities towards capitalexpenditure are adjusted from the assets constructed proportionately on capitalization .

b) Grants received/receivable from the Government or other authorities towards revenueexpenditure are credited in the profit & loss statement under the head "Other Income".

15. TAXATION

a) Taxation comprises of Current Tax and Deferred Tax charge or credit.

b) Provision for Current Taxes is made as per provisions of Tax Laws prevailing in India andabroad and based on decisions of Appellate Authorities.

c) Deferred tax resulting from timing difference between book profit and taxable profit isaccounted for using the tax rates and tax laws that have been enacted or substantially enactedon balance sheet date. Deferred tax asset is recognized and carried forward to the extentthat there is reasonable certainty that sufficient future taxable income will be available.


16. AGENCY TRANSACTIONS

(i) Agency / Sponsorship fee is paid on realisation of bills / receipt of advance payment. It isaccounted for on accrual basis.

(ii) In respect of projects in some countries, business is transacted through Agents/JV Companies.Assets and liabilities in the name of such Agents / JV Companies are shown as assets andliabilities of the company under natural heads of accounts. This is being done as the companyis principal and responsible for execution and profit/ loss of the project and the routing oftransaction through Agents/JV companies is as per requirement of law and contract in thesecountries.

17. PRIOR PERIOD ADJUSTMENTS

(i) Prior period adjustments are those adjustments which are arising from correction of errorsor omissions and as such are shown separately in the Notes annexed to and forming part ofAccounts. However, items of Income/Expenditure exceeding Rs 1.00 Lakh are consideredfor being treated as prior period items.

(ii) Extra-ordinary items are those material adjustments necessitated by circumstances whichthough related to prior periods are determined in the current period and as such are shownseparately in the Notes annexed to and forming part of Accounts.

18. LIQUIDATED DAMAGES / CLAIMS

Liquidated damages/ claims deducted by customer or the company are considered on admittancebasis and accounted for in miscellaneous expenses/income.

19. ACCOUNTING FOR BAD & DOUBTFUL DEBTS AND ADVANCES

a) Provision is made for Debtors, which are outstanding for more than five years in respect ofprivate clients which are not covered by ECGC / corresponding creditors and in respect towhich no legal / arbitration case is pending.

In other cases, Provision is made where the management feels that the amount has becomedoubtful of recovery.

Amounts are written off when the efforts for recoveries have failed either due to localconditions in projects, legal process or where it is considered litigation will not be fruitfuland recovery is not possible.

b) Provision is made for Doubtful Advances when the same becomes doubtful of recovery butchances of recovery subsist.

Amounts are written off when the efforts for recoveries have failed either due to localconditions in projects, legal process or where it is considered litigation will not be fruitfuland recovery is not possible.

20. RETIREMENT BENEFITS

i) Gratuity

Liability for payment of gratuity to employees rest with "Telecommunications ConsultantsIndia Limited Group Gratuity Trust " which has taken a Group Gratuity cum Life AssurancePolicy from Life Insurance Corporation of India. Amount paid / payable for keeping thesaid policy in force based upon actuarial valuation is charged to Profit and Loss Account.

ii) Retirement Medical Benefits

Liability on account of post retirement medical benefits to employees is provided on thebasis of actuarial valuation.


iii) Leave Encashment

For Leave Encashment of employees on retirement, the company provides liability on thebasis of actuarial valuation.

21. LIABILITIES / CONTINGENT LIABILITIES

Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of thematter involved.

22. PREPAID EXPENSES.

Prepaid expenses upto Rs 25,000/- are treated as expenditure of thecurrent year and charged tothe natural heads of account.

23. MISCELLANEOUS

i. Claims for interest on overdue receivables is accounted for on admittance.

ii. Claims for Market Development Assistance and Insurance claims are accounted onadmittance.

Statement of ConsolidatedAccounts


INDEPENDENT AUDITORS' REPORT ONCONSOLIDATED FINANCIAL STATEMENTTO THE BOARD OF DIRECTORS OF TELECOMMUNICATIONS CONSULTANTSINDIA LIMITED.

We have audited the accompanying consolidated financial statements of Telecommunications ConsultantsIndia limited and its subsidiaries and joint ventures ("the TCIL Group") which comprise the consolidatedbalance sheet as at March 31, 2013, and the consolidated statement of profit and loss and consolidatedcash flow statement for the year then ended, and a summary of significant accounting policies and otherexplanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation of these consolidated financial statements that give a trueand fair view of the consolidated financial position, consolidated financial performance and consolidatedcash flows of the Company in accordance with accounting principles generally accepted in India. Thisresponsibility includes the design, implementation and maintenance of internal control relevant to thepreparation and presentation of the consolidated financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.We conducted our audit in accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the consolidated financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe consolidated financial statements. The procedures selected depend on the auditor's judgment, includingthe assessment of the risks of material misstatement of the consolidated financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal control relevant tothe Company's preparation and presentation of the consolidated financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and basedon the consideration of the reports of the other auditors on the financial statements of the subsidiaries,associates and joint ventures as noted below, the consolidated financial statements give a true and fairview in conformity with the accounting principles generally accepted in India:

a) in the case of the consolidated balance sheet, of the state of affairs of the TCIL Group as atMarch 31, 2013;



NEW DELHI-110034Tele: 27351206, 27351225

Website:www.mkae.in


b) in the case of the consolidated statement of profit and loss, of the profit of the TCIL Groupfor the year ended on that date; and

c) in the case of the consolidated cash flow statement, of the cash flows of the TCIL Group forthe year ended on that date.

Other matters

In respect of the financial statements of certain subsidiaries and joint ventures, we did not carry out theaudit. These financial statements have been audited by other auditors whose reports have been furnishedto us, and our opinion, insofar as it relates to the amounts included in respect of the subsidiaries and jointventures is based solely on the reports of the other auditors. The details of assets, revenues and net cashflows in respect of these subsidiaries and joint ventures, to the extent to which they are incorporated inthe consolidated financial statements are given below:

Audited by other auditors:

crore crore crore

Total assets Total revenues Net cash inflows / (outflows)

A Indian subsidiaries 80.53 69.06 12.23

B Foreign subsidiaries - - -

C Joint ventures 1452.81 1143.82 6.75

Net carrying cost of Current year

Investment: 130.45 share of net profit: 230.70

We further report that in respect of certain subsidiaries and joint ventures, we did not carry out the audit.These financial statements have been certified by management and have been furnished to us, and in ouropinion, insofar as it relates to the amounts included in respect of the subsidiaries and joint ventures arebased solely on these certified financial statements. Since the financial statements for the financial yearended March 31, 2013, which were compiled by management of these companies, were not audited, anyadjustments to their balances could have consequential effects on the attached consolidated financialstatements. The details of assets, revenues and net cash flows in respect of these subsidiaries and jointventures, to the extent to which they are reflected in the consolidated financial statements are given below:

Certified by management :

crore crore crore

Total assets Total revenues Net cash inflows / (outflows)

A Indian subsidiaries - - -

B Foreign subsidiaries 2.14 0.01 2.14

C Joint ventures 33.90 14.75 0.01

Net carrying cost of Current year/period

Investment: 37.10 share of net profit: (3.86)

Our opinion is not qualified in respect of these matters.

M.K.Aggarwal and companyChartered Accountants

FRN.01411N

(CA. M.K.Aggarwal)Place: - Delhi, PartnerDated:- 26/08/2013 M.NO. 014956


CONSOLIDATED BALANCE SHEETAS AT MARCH 31, 2013

Particulars Note As at As at31st March 2013 31st March 2012

R R

I. EQUITY AND LIABILITIES(1) Shareholders' Funds(a) Share Capital 2 43,20,00,000 43,20,00,000(b) Reserves and Surplus 3 1390,31,05,107 1231,46,82,087

1433,51,05,107 1274,66,82,087(2) Non-Current Liabilities(a) Long-Term Borrowings 4 42,09,54,102 37,49,74,567(b) Deferred Tax Liabilities (Net) 5 15,68,56,489 15,87,56,876(c) Other Long-Term Liabilities 6 64,68,82,167 89,66,73,501(d) Long-Term Provisions 7 23,84,95,046 24,71,37,168

146,31,87,804 167,75,42,112(3) Current Liabilities(a) ShortTerm Borrowings 8 83,95,89,282 57,34,82,052(b) Trade Payables 9 609,69,67,243 512,37,53,130(c) Other Current Liabilities 10 512,53,22,428 409,65,78,924(d) Short-Term Provisions 11 31,61,60,622 27,81,33,791

1237,80,39,575 1007,19,47,897(4) Minority Interest 6,11,72,776 5,27,71,985

TOTAL 2823,75,05,262 2454,89,44,081

II. ASSETS

(1) Non-current Assets(a) Fixed Assets 12

(i) Tangible Assets 649,64,84,987 669,16,68,727(ii) Intangible Assets 295,28,68,314 283,60,42,170(iii)Capital Work-in-Progress 21,45,18,901 13,25,32,802(iv) Intangible Assets under development 59,66,91,569 9,77,59,143

Goodwill on Consolidation 31,16,08,575 31,16,08,575(b) Non-Current Investments 13 14,396 14,396(c) Deferred tax assets (net) 5 - -(d) Long-Term Loans and Advances 14 27,58,45,561 43,79,52,300(e) Other Non-Current Assets 15 53,95,19,499 56,29,79,310

1138,75,51,802 1107,05,57,423(2) Current Assets(a) Current investments 16 501,27,00,000 212,01,00,000(b) Inventories 17 35,74,30,943 27,10,02,824(c) Trade Receivables 18 669,84,68,648 602,61,96,178(d) Cash and Bank Balances 19 63,01,86,470 134,68,05,784(e) Short-Term Loans and Advances 20 165,97,65,375 158,55,05,502(f) Other Current Assets 21 249,14,02,024 212,87,76,370

1684,99,53,460 1347,83,86,658TOTAL 2823,75,05,262 2454,89,44,081

Significant Accounting Policies 1The accompanying notes are an integral part of the financial statements.In terms of our report attached For and on behalf of the BoardFor M.K. Aggarwal & Co.Chartered Accountants(Firm Regn.:01411N)




CONSOLIDATED STATEMENT OF PROFIT & LOSSFOR THE YEAR ENDED ON MARCH 31, 2013

Particulars Note For the year ended For the year endedMarch 31, 2013 March 31, 2012

R R

INCOMERevenue from operations 21 1861,91,11,926 1724,76,30,312Other income 22 40,99,00,012 27,02,56,334

TOTAL 1902,90,11,938 1751,78,86,646

OPERATING EXPENDITURE

Cost of materials consumed 23 69,24,52,556 83,61,60,204

Purchases of Stock-in-Trade 92,79,98,020 103,32,50,164

Change in Inventories of Stock in Trade 24 -87,406,426 -6,410,466

Sub-contracts expenditure 729,36,03,395 641,44,37,143

Personnel expenditure 25 148,83,01,139 134,29,93,288

Finance Costs 26 15,97,30,988 21,61,04,707

Depreciation and amortisation expense 12 141,38,47,863 128,78,34,652

Administrative and Other Expenses 27 479,26,31,342 401,97,07,483

Provision for Doubtful Debts/Advances for 3,32,09,315 8,46,51,665

Doubtful Debts/Advances

TOTAL EXPENSES 1671,43,68,192 1522,87,28,840

Profit before exceptional and extraordinary items and tax 231,46,43,746 228,91,57,806Exceptional and extraordinary Items 6,35,247 -13,859,371PROFIT BEFORE TAX 231,40,08,499 230,30,17,177

Tax expense: 28- Current Tax 71,55,38,692 50,39,74,207- Deferred Tax -1,859,816 10,99,80,351

TOTAL TAX EXPENSE 71,36,78,876 61,39,54,558

Profit/(Loss) for the period from continuing operation 160,03,29,623 168,90,62,619

Profit/(Loss) for the period 160,03,29,623 168,90,62,619Earnings per equity share:Basic 37.04 39.10Diluted 37.04 39.10Significant Accounting Policies 1





NOTES FORMING PART OF THE FINANCIAL STATEMENTSNOTE 2 : SHARE CAPITAL

a) Authorised, Issued, Subscribed and Paid-up Share Capital:

Particulars As at March 31, 2013 As at March 31, 2012 Numbers R Numbers R

Authorised Share CapitalEquity Shares of R 10/-each 6,00,00,000 60,00,00,000 6,00,00,000 60,00,00,000

6,00,00,000 60,00,00,000 6,00,00,000 60,00,00,000Issued, Subscribed and Paid-upEquity Share Capital

Equity Shares of R 10/- each fully Paid-up 4,32,00000 43,20,00,000 4,32,00000 43,20,00,000

Total 4,32,00000 43,20,00,000 4,32,00000 43,20,00,000

b) Shareholders’ holding more than 5% shares of the Company: The entire Equity Shares are held by the Government of India as fully paid up.

c) Shares allotted by way of Bonus Shares:

Particulars 2008-09 2009-10 2010-11 2011-12 2012-13No. R No. R No. R No. R No. R

Equity shares allotted as 1,44,00,000 14,40,00,000 -- -- -- -- -- -- -- --fully paid up by way ofeach Bonus shares

Total 1,44,00,000 14,40,00,000

NOTE 3 : RESERVES & SURPLUSParticulars As at As at


General Reserve

Opening Balance 1231,46,82,087 1064,42,85,768

Additions /Deductions during the year 158,84,23,020 167,03,96,319

Closing Reserves 1390,31,05,107 1231,46,82,087

Surplus in Statement of Profit & Loss

Profit for the year 160,03,29,623 168,90,62,619

Less: Transfer to General Reserves

Proposed Dividend 1,02,44,663 1,60,60,760

Income Tax on proposed dividend 16,61,940 26,05,540

Transfer to General Reserve 158,84,23,020 167,03,96,319

Total 1390,31,05,107 1231,46,82,087


NOTE 4 : LONG TERM BORROWINGSParticulars As at As at


SECURED LOANS

Term LoansRupee Loan

- From Banks 42,09,54,102 37,49,74,567

Total 42,09,54,102 37,49,74,567

a) Secured Loan I : Rs. 17,50,00,000/-

II : Rs. 19,49,54,102/-

III : Rs. 5,10,00,000/-

Secured Loan I is covered by:

The loan has been taken from Vijaya Bank for part funding of BOT project to augment Bina - Kurwai -Sironj section in Madhya Pradesh. The sanctioned Loan Amount was Rs. 45.67 crores. The Drawal hadbeen done in two years starting from May 2011. The Interest rate is being charged at Base rate + 0.75%.

The security is:

i. Exclusive First charge on entire Bina-Kurwai-Sironj Project assets.

ii. Exclusive First charge on receivables in the Escrow account.

iii. Security interest by way of assignment of all the rights, titles, permits, approvals and interests ofthe Company in, to and in respect of all the assets of the Project and all the Project Agreements,including but not limited to all the clearances, permits, approvals, consents in relation to the Project.

iv. Security interest by way of assignment of contractor guarantees, performance bonds and any letterof credit that may be provided by any party for this project.

v. Security interest by way of assignment of all insurance policies taken in respect of the Borrower'sassets for this project;

vi. A first charge on all the Borrower's Escrow bank account for the project, including but not limitedto the Trust & Retention Account(s).

Principal amount to be repaid in 118 graded monthly installments after an initial moratorium of 24months from the date of first availment i.e. 15.06.2011

Secured Loan II is covered by:

The loan has been taken from Vijaya Bank for part funding for BOT project to augment Bhawanigarh-Nabha-Gobindgarh section in Punjab. The sanctioned Loan Amount was Rs.56.00 crores. The Drawalwas started from June 2007. The Interest rate is being charged at Base rate + 0.75%.

The security is:

I. Exclusive First charge on entire Bhawanigarh-Nabha-Gobindgarh Project assets.

II. Exclusive First charge on receivables in the Escrow account of the Company.

III. Security interest by way of assignment of all the rights, titles, permits, approvals and interestsof the Company in, to and in respect of all the assets of the Project and all the Project Agreements,including but not limited to all the clearances, permits, approvals, consents in relation to theProject.



V. Security interest by way of assignment of all insurance policies taken in respect of the Borrower'sassets;

VI. A first charge on all the Borrower's bank account for the project, including but not limited to theTrust & Retention Account(s).

Principal amount was to be repaid in 96 graded installments. Repayment has started from April 2009.

Secured Loan III is covered by:

The loan has been taken from Vijaya Bank for part funding of BOT Project to augment Lakhnadone-Ghansore section in Madhya Pradesh. The sanctioned loan amount was Rs 42.92 Crores. The Drawalwas started from June 2012. The Interest rate is being charged at Base rate + 0.75%.

The security is:

I. Exclusive first charge on entire Lakhnadone-Ghansore Road Project assets.

II. Exclusive first charge on receivables in the New Escrow account.

III. Security interest by way of assignment of all the rights, titles, permits, approvals and interests ofthe company in, to and in respect of all the assets of the Project and all the Project Agreements,including but not limited to all the clearances, permits, approvals, consents in relation to the Project.


V. Security interest by way of assignment of all insurance policies taken in respect of the Borrower'sassets.

VI. A first charge on all the Borrower's bank accounts, including but not limited to the Trust & RetentionAccount(s).

Principal amount to be repaid in 120 graded monthly installments after an initial moratorium of24 months from the date of first availment i.e. 12.06.2012.



NOTE 5 : DEFERRED TAX LIABILITIES/ASSETS


R R

Deferred Tax Laibility :

Related to Fixed Assets 47,71,78,613 32,20,54,582

Total Defered Tax Liability (A) 47,71,78,613 32,20,54,582

Deferred Tax Assets:

Provision for Doubtful Debts 22,06,67,699 2,18,90,691

Provision for Doubtful Advances 3,96,84,082 3,96,17,508

Provision for Leave encashment / Bonus 4,73,89,619 4,54,29,503

Others 1,25,80,724 5,63,60,004

Total Defered Tax Asset (B) 32,03,22,124 16,32,97,706

Deferred Tax (Assets)/ Liabilities (A-B) 15,68,56,489 15,87,56,876

NOTE 6 : OTHER LONG-TERM LIABILITIES


R R

a) Trade Payables 16,78,47,345 26,09,13,062

b) Others 47,90,34,822 63,57,60,439

Total 64,68,82,167 89,66,73,501

NOTE 7 : LONG-TERM PROVISIONS


R R

a) Provision for Employee Benefits

-- Post Retirement Medical Benefits 4,59,11,470 4,57,76,737

-- Leave Salary Encashment 10,95,81,976 12,67,47,077

-- Others (employee benefits) 3,11,71,961 2,58,05,631

b) Others 5,18,29,639 4,88,07,723

Total 23,84,95,046 24,71,37,168



NOTE 8 : SHORT TERM BORROWINGS


R R

a) SECURED LOANS

-- From Banks 56,16,05,429 9,68,95,943 (Overdraft secured against Receviables)

b) UNSECURED LOANS

Short Term Loan

- Foreign Currency Loan from Banks 8,00,60,236 30,73,41,663

c) Current Maturities of Long-term Debt 19,79,23,617 16,92,44,446

Total 83,95,89,282 57,34,82,052

NOTE 9 : TRADE PAYABLES

Particular As at As at31st March 2013 31st March 2012

R R

a) Trade payables 609,69,67,243 512,37,53,130

Total 609,69,67,243 512,37,53,130

NOTE 10 : OTHER CURRENT LIABILITIES


R R

a) Advances from Customers 106,17,71,109 92,04,39,150

b) Interest accrued but not due on Borrowings 5,93,997 18,373

c) Interest accrued and due on Borrowings 3,89,527 1,28,527

d) Other payables 406,25,67,795 317,59,92,874

Total 512,53,22,428 409,65,78,924



NOTE 11 : SHORT-TERM PROVISIONS

Particular As at As at31st March 2013 31st March 2012

R R

a) Income Tax 16,44,66,759 15,94,44,699

b) Proposed Dividend 1,02,44,663 1,60,60,760

c) Tax on Proposed Dividend 16,61,940 26,05,540

d) Provision for Warranty Period Expenses * 5,69,51,433 3,76,75,322

e) Employee benefits 6,79,65,367 4,73,53,618

f) Others

-- Leave Salary and Pension Contribution 3,79,632 3,79,632

-- Provision for losses in unfinished projects 49,51,208 73,06,320

-- Others 95,39,620 73,07,900

Total 31,61,60,622 27,81,33,791

Opening Balance 3,76,75,322 2,77,38,159

Add: Provided for Current Year 3,86,98,510 1,91,91,897

Less: Withdrawn during the Current Year 9,85,332 15,17,894

Less: Utilized during the Current Year 1,84,37,067 77,36,840

Closing Balance 5,69,51,433 3,76,75,322

* PROVISION FOR WARRANTY PERIOD EXPENSES:


R R


1.

Bui

ldin

g- O

ffic

e (L

ease

hold

) re

pres

ents

pre

miu

m o

n ac

quis

ition

of

perp

etua

l rig

hts

whi

ch is

initi

ally

for

99

year

s le

ase

2.

Fig

ures

in b

rack

ets

deno

tes

nega

tive

valu

es

12.

FIX

ED

ASS

ET

S

PAR

TIC

UL

AR

SG

RO

SS B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

12A

- T

AN

GIB

LE

ASS

ET

S (I

NL

AN

D)

Tem

pora

ry S

truct

ure

4,3

33,8

60 -

- -

4,3

33,8

60 4

,333

,860

- -

- 4

,333

,860

- -

Land

43,

099,

632

- -

- 4

3,09

9,63

2 -

- -

- -

43,

099,

632

43,

099,

632

Leas

ehol

d La

nd 2

5,15

0,91

1 -

- -

25,

150,

911

1,3

37,7

00 3

00,0

00 -

- 1

,637

,700

23,

513,

211

23,

813,

211

Bui

ldin

g 7

9,54

9,92

1 -

- -

79,

549,

921

20,

586,

681

3,5

12,9

18 -

- 2

4,09

9,59

9 5

5,45

0,32

2 5

8,96

3,24

0B

uild

ing-

Offi

ce (L

ease

hold

) 6

6,08

4,03

4 -

- -

66,

084,

034

9,3

74,2

31 6

67,4

88 -

- 1

0,04

1,71

9 5

6,04

2,31

5 5

6,70

9,80

3B

uild

ing-

Res

iden

tial

6,6

47,2

40 -

- -

6,6

47,2

40 3

,262

,806

108

,348

- -

3,3

71,1

54 3

,276

,086

3,3

84,4

34Le

aseh

old

Impr

ovem

ents

25,

143,

000

300

,000

- 6

00,0

00 2

4,84

3,00

0 1

6,08

0,00

0 2

,100

,000

- 6

00,0

00 1

7,58

0,00

0 7

,263

,000

9,0

63,0

00Fu

rnitu

re &

Fix

ture

82,

755,

357

1,3

63,5

89 5

,000

11,

900

84,

112,

046

70,

112,

552

4,9

80,4

93 5

,000

(39,

370)

75,

137,

415

8,9

74,6

31 1

2,64

2,80

5O

ffice

Mac

hine

ry &

Equ

ipm

ents

54,

850,

282

10,

106,

577

(57,

553)

(5,7

02,6

95)

70,

602,

001

33,

906,

859

5,1

90,9

09 (3

7,08

1) 1

,134

,572

37,

926,

115

32,

675,

886

20,

943,

423

Elec

trica

l App

lianc

e 3

2,99

6,33

4 2

,183

,831

76,

499

19,

600

35,

237,

064

18,

577,

088

1,4

93,3

81 3

8,66

3 3

,873

20,

105,

259

15,

131,

805

14,

419,

246

Vehi

cles

18,

517,

435

708

,544

- -

19,

225,

979

8,3

63,5

73 1

,479

,913

- 4

78,4

59 9

,365

,027

9,8

60,9

52 1

0,15

3,86

2Pl

ant &

Mac

hine

ry 1

0,80

8,49

9,40

8 9

51,9

15,5

77 1

7,05

4 1

00,8

68,1

51 1

1,65

9,56

3,88

8 4

,577

,119

,550

1,1

46,3

22,5

85 4

,977

74,

006,

655

5,6

49,4

40,4

57 6

,010

,123

,431

6,2

31,3

79,8

58C

ompu

ters

187

,034

,053

9,1

10,1

87 -

2,5

58,3

04 1

93,5

85,9

36 1

49,6

81,2

76 9

,751

,555

- 3

,154

,288

156

,278

,543

37,

307,

393

37,

352,

777

Trai

ning

Equ

ipm

ents

21,

705,

511

147

,032

(41,

000)

- 2

1,81

1,54

3 1

4,54

8,79

5 1

,123

,931

(11,

559)

- 1

5,66

1,16

7 6

,150

,376

7,1

56,7

16TO

TAL

of 1

2(A

) 1

1,45

6,36

6,97

8 9

75,8

35,3

37 -

98,

355,

260

12,

333,

847,

055

4,9

27,2

84,9

71 1

,177

,031

,521

- 7

9,33

8,47

7 6

,024

,978

,015

6,3

08,8

69,0

40 6

,529

,082

,007

Prev

ious

Yea

r 1

0,76

6,38

1,05

3 7

21,6

08,9

51 -

31,

623,

026

11,

456,

366,

978

3,8

65,5

28,0

58 1

,053

,751

,584

- (8

,005

,329

) 4

,927

,284

,971

6,5

29,0

82,0

07 6

,900

,852

,995

As

atA

dditi

ons/

Tra

nsfe

rSa

le /

As

atA

s at

Dep

reci

atio

nT

rans

fer

Sale

s/A

s at

As

atA

s A

t 0

1.04

.201

2A

djus

tmen

tsA

djus

tmen

ts31

.03.

2013

01.0

4.20

12du

ring

Adj

ustm

ent

31.0

3.20

1331

.03.

2013

31.0

3.20

12D

urin

gD

urin

gth

e ye

ardu

ring

The

Yea

rT

he Y

ear

the

year

(Am

ount

in R

)


PAR

TIC

UL

AR

SG

RO

SS B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

12 B

- T

AN

GIB

LE

ASS

ET

S (F

OR

EIG

N)

Tem

pora

ry S

truct

ure

14,7

8,23

642

,75,

924

-0

57,5

4,16

014

,78,

230

42,7

5,92

7 -

-57

,54,

157

36

Furn

iture

& F

ixtu

re1,

00,2

0,94

66,

51,9

59 -

6,46

,715

1,00

,26,

190

70,9

1,10

05,

74,4

04 -

5,59

,695

71,0

5,80

929

,20,

381

29,2

9,84

6

Offi

ce M

achi

nery

& E

quip

men

ts99

,69,

406

6,10

,182

-12

,37,

591

93,4

1,99

755

,59,

500

3,78

,921

-8,

71,2

1650

,67,

205

42,7

4,79

244

,09,

906

Elec

trica

l App

lianc

e78

,87,

597

6,46

,652

-7,

86,7

9677

,47,

453

40,5

1,26

55,

37,3

31 -

6,51

,311

39,3

7,28

538

,10,

168

38,3

6,33

2

Vehi

cles

14,0

6,99

,501

3,73

,02,

195

-1,

59,7

3,54

416

,20,

28,1

5210

,21,

45,2

011,

23,0

1,39

8 -

1,35

,04,

611

10,0

9,41

,988

6,10

,86,

164

3,85

,54,

300

Plan

t & M

achi

nery

19,0

1,22

,386

1,56

,47,

703

-1,

41,5

8,89

419

,16,

11,1

958,

08,9

9,87

970

,37,

380

-89

,70,

188

7,89

,67,

071

11,2

6,44

,124

10,9

2,22

,507

Com

pute

rs1,

41,1

7,87

816

,21,

209

-22

,81,

078

1,34

,58,

009

1,04

,84,

055

21,4

1,25

4 -

20,4

7,61

51,

05,7

7,69

428

,80,

315

36,3

3,82

3

TOTA

L 12

(B)

37,4

2,95

,950

6,07

,55,

824

-3,

50,8

4,61

839

,99,

67,1

5621

,17,

09,2

302,

72,4

6,61

5 -

2,66

,04,

636

21,2

3,51

,209

18,7

6,15

,947

16,2

5,86

,720

Prev

ious

Yea

r33

,08,

05,8

224,

98,0

8,71

7 -

63,1

8,58

937

,42,

95,9

5020

,03,

22,5

631,

72,7

0,76

3 -

58,8

4,09

721

,17,

09,2

2916

,25,

86,7

2113

,04,

83,25

9

TOTA

L 12

(A)

1145

,63,

66,9

7897

,58,

35,3

37 -

9,83

,55,

260

1233

,38,

47,0

5549

2,72

,84,

971

117,

70,3

1,52

1 -

7,93

,38,

477

602,

49,7

8,01

563

0,88

,69,

040

652,

90,8

2,00

7

GRA

ND T

OTA

L 12

(A)+

12(B

)11

83,0

6,62

,928

103,

65,9

1,16

1 -

13,3

4,39

,878

1273

,38,

14,2

1151

3,89

,94,

201

120,

42,7

8,13

6 -

10,5

9,43

,113

623,

73,2

9,22

464

9,64

,84,

987

669,

16,6

8,72

7

PREV

IOUS

YEA

R TO

TAL

1109

,71,

86,8

7577

,14,

17,6

68 -

3,79

,41,

615

1183

,06,

62,9

2840

6,58

,50,

621

107,

10,2

2,34

7 -

-2,1

21,2

3251

3,89

,94,

200

669,

16,6

8,72

870

3,13

,36,

254

As

atA

dditi

ons/

Tra

nsfe

rSa

le /

As

atA

s at

Dep

reci

atio

nT

rans

fer

Sale

s/A

s at

As

atA

s A

t 0

1.04

.201

2A

djus

tmen

tsA

djus

tmen

ts31

.03.

2013

01.0

4.20

12du

ring

Adj

ustm

ent

31.0

3.20

1331

.03.

2013

31.0

3.20

12D

urin

gD

urin

gth

e ye

ardu

ring

The

Yea

rT

he Y

ear

the

year

Not

e : 1

. Fig

ures

in b

rack

ets

deno

tes

nega

tive

valu

es.

PAR

TIC

UL

AR

SG

RO

SS B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

12 C

- IN

TA

NG

IBL

E A

SSE

TS

Toll

Colle

ctio

n Ri

ghts

- Nab

ha76

,83,

91,6

62 -

- -

76,8

3,91

,662

10,4

3,49

,492

3,59

,28,

571

-4,

34,7

1,35

49,

68,0

6,70

967

,15,

84,9

5366

,40,

42,1

70G

ovin

dgar

h To

ll Br

idge

*Ba

ndw

idth

135,

15,8

0,19

726

,43,

00,0

00 -

72,0

5,60

316

0,86

,74,

594

27,6

8,04

,697

9,99

,00,

000

-72

,05,

603

36,9

4,99

,094

123,

91,7

5,50

010

7,47

,75,

500

Lice

nces

141,

48,1

6,50

01,

51,6

8,70

7 -

-19,

650,

441

144,

96,3

5,64

831

,75,

92,0

007,

37,4

1,15

6 -

-16,

194,

631

40,7

5,27

,787

104,

21,0

7,86

110

9,72

,24,

500

TOTA

L35

3,47

,88,

359

27,9

4,68

,707

--1

2,44

4,83

838

2,67

,01,

904

69,8

7,46

,189

20,9

5,69

,727

-3,

44,8

2,32

687

,38,

33,5

9029

5,28

,68,

314

283,

60,4

2,17

0Pr

evio

us Y

ear

331,

96,9

3,96

221

,50,

94,3

97 -

353,

47,8

8,35

948

,55,

33,8

8421

,68,

12,3

05 -

36,0

0,00

069

,87,

46,1

8928

3,60

,42,

170

283,

41,6

0,07

8

As

atA

dditi

ons/

Tra

nsfe

rSa

le /

As

atA

s at

Dep

reci

atio

nT

rans

fer

Sale

s/A

s at

As

atA

s A

t 0

1.04

.201

2A

djus

tmen

tsA

djus

tmen

ts31

.03.

2013

01.0

4.20

12du

ring

Adj

ustm

ent

31.0

3.20

1331

.03.

2013

31.0

3.20

12D

urin

gD

urin

gth

e ye

ardu

ring

The

Yea

rT

he Y

ear

the

year

* To

ll co

llect

ion

righ

ts h

ave

been

cap

italiz

ed a

s In

tang

ible

Ass

ets

upon

com

plet

ion

of th

e pr

ojec

t as

per A

ccou

ntin

g Po

licy

No.

11

(Am

ount

in R

)

(Am

ount

in R

)


NOTE 14 : LONG-TERM LOANS AND ADVANCES


R R

Advances recoverable in cash or in kind or for value to be receivedUnsecured :- Considered good 21,47,30,766 36,04,09,087- Considered doubtful 39,00,000 36,00,000Secured :- Considered good - To Sub Contractors against BG 97,18,750 1,60,09,404 - To Staff (Represent House Building Advance secured against 1,16,18,230 96,61,481

first charge on immovable property of the staff and Vechicleadvance secured against First charge on Vehicle of the staff)

23,99,67,746 38,96,79,972Less : Provision for Doubtful Advances 39,00,000 36,00,000

23,60,67,746 38,60,79,972Security Deposits 3,33,77,785 4,26,56,544Interest accrued but not due on advances 64,00,030 92,15,784

Total 27,58,45,561 43,79,52,300

NOTE 13 : NON CURRENT INVESTMENTS


R R

Unquoted

1 Unit (Previous Year 1 Unit) of National Saving Certificate 6,900 6,900

Telecommunications Consultants Nigeria Ltd.,

26,000 fully paid Equity Shares of 1 Naira each

Original Value 3,75,180 3,75,180

Less decline in value due to Devaluation of Naira 3,67,684 3,67,684

7,496 7,496

Total 14,396 14,396


NOTE 15 : OTHER NON-CURRENT ASSETS


R R

Long-term Trade Receivables (including tradereceivables on deferred credit terms)

Unsecured

- Considered good- Trade Receivables 16,68,98,696 26,43,04,903- Retention Money 12,62,17,754 13,77,28,538

- Considered doubtful - Trade Receivables 8,89,26,218 6,24,08,692

38,20,42,668 46,44,42,133

Less: Provision for Doubtful debts 8,89,26,218 6,24,08,692

29,31,16,450 40,20,33,441

Others - Advance Tax & TDS 24,64,03,049 16,09,45,869

Total 53,95,19,499 56,29,79,310

NOTE 16 : CURRENT INVESTMENTS


R R

(At lower of cost and fair market value)Investments in mutual funds 501,27,00,000 212,01,00,000

501,27,00,000 212,01,00,000

NOTE 17 : INVENTORIES


R R

As taken, valued and certified by the Management (valued at cost)

- Stock-in-trade (in respect of goods acquired for trading) 17,98,27,234 9,24,20,808

- Raw Materials 3,44,51,152 7,36,94,268

- Stores & Spares (including with Sub-contractors) at project sites 15,15,87,901 11,43,40,789

Less: Provision for obsolescence/ slow moving stores 84,35,344 94,53,041

Total 35,74,30,943 27,10,02,824


NOTE 18 : TRADE RECEIVABLES


R R

Unsecured :

A) Outstanding for period exceeding six months : Trade Receivables 292,93,82,615 198,17,88,821 Retention Money 7,99,78,185 3,45,51,640 Considered Doubtful 14,76,71,436 15,83,61,462

Total - A 315,70,32,236 217,47,01,923

B) Others :Considered goodTrade Receivables 323,95,96,007 333,44,06,385Retention Money 27,72,44,180 40,00,00,847Unbilled 17,22,67,661 27,54,48,485Considered doubtful 2,46,00,000

Total - B 371,37,07,848 400,98,55,717

Total (A+B) 687,07,40,084 618,45,57,640

Less : Provision for Doubtful Debts 17,22,71,436 15,83,61,462

Total 669,84,68,648 602,61,96,178


NOTE 19 : CASH AND BANK BALANCES


R R

CASH AND CASH EQUIVALENTS

A. Cash in hand including imprest balances 28,16,541 24,76,334

B. With Scheduled Banksin Current Accounts 12,00,44,351 7,38,29,837in Call Accounts 10,44,983 21,21,069in Deposit Account :

Deposits with maturity of less than 3 months 4,49,98,951 40,39,07,087(Pledged with bank for Rs. Nil (Previous year Rs. 136.15 Lakhs)against Guarantees) in Saving Account 20,90,959 17,54,012 in Margin Account - 44,325

Total (B) 16,81,79,244 48,16,56,330

C. With other Banksin Current Accounts 5,58,48,944 2,45,98,400in Call Accounts 3,55,456 3,78,794in Deposit Account :Deposits with maturity of less than 3 months 8,13,03,208 13,05,35,758

Total (C) 13,75,07,608 15,55,12,952

Total (A+B+C ) 30,85,03,393 63,96,45,616

OTHER THAN CASH AND CASH EQUIVALENTS

D. With Scheduled BanksDeposits with maturity of more than 3 months but less than 19,28,04,753 55,88,74,43412 months(Pledged with bank for Rs. 146.58 Lakhs(Previous year Rs. 65.71 lakhs)against Guarantees) and against overdraft Rs. Nil(Previous year Rs 1650.00 Lakhs)Deposits with maturity of more than 12 months 8,072 7,368(Pledged with bank for Rs. 0.08 Lakhs(Previous year Rs. 0.07 lakhs) against Guarantees)Total (D ) 19,28,12,825 55,88,81,802

E. With other BanksDeposits with maturity of more than 3 months but less 51,04,724 -than 12 monthsDeposits with maturity of more than 12 months 11,93,35,841 13,80,93,790Total (E) 12,44,40,565 138,093,790.00Total (D+E) 31,72,53,390 69,69,75,592

F. Money in transit - 71,93,436

G. Cheques in hand 1,01,70,161 86,55,820

H. Less: Funds blocked in Bank 57,40,474 56,64,680

Total (A+B+C+D+E+F+G-H) 63,01,86,470 134,68,05,784


NOTE 20 : SHORT-TERM LOANS AND ADVANCES


R R

Advances recoverable in cash or in kind or for value to be receivedUnsecured :- Considered good 118,13,06,101 116,68,38,604- Considered doubtful 12,92,11,855 12,99,06,664

Secured :- Considered good- To Sub Contractors against BG 29,59,15,436 23,56,16,811- To Staff (Represent House Building Advance secured

against first charge on immovable property of the staffand Vechicle advance secured against First charge onVehicle of the staff) 32,74,396 27,76,471

160,97,07,788 153,51,38,550

Less: Provision for Doubtful advances 12,92,11,855 12,99,06,664

148,04,95,933 140,52,31,886

Security Deposits 14,03,28,830 15,48,72,020

Interest accrued but not due on advances 3,87,90,976 2,54,01,596

Interest accrued and Due on Loan 1,49,636 -

Total 165,97,65,375 158,55,05,502

NOTE 21 : OTHER CURRENT ASSETS


R R

Interest accrued but not due on deposits 3,09,63,191 5,28,39,221(Rs 206.43/- Lakh on deposits in the name of Client A/c TCIL(previous year Rs. 63.86 Lakhs)Amount Due from Customers

Work in Progress 1139,02,93,212 983,17,15,925Work in Progress (uninstalled BOQ Material) 4,74,606 2,39,726Less :Bills Raised 955,11,14,903 815,67,29,696

183,96,52,915 167,52,25,955Advance Tax and Tax Deducted at Source 46,73,33,574 29,85,09,175MAT Credit Entitlement 4,89,78,378 3,60,29,213Other Taxes Recoverable 10,44,73,966 6,61,72,806

Total 249,14,02,024 212,87,76,370


NOTE 22 : REVENUE FROM OPERATIONS


R R

I. Sale of Products 129,13,93,178 134,13,92,309

II. Sale of Services

a) Turnkey Projects Completed 119,15,49,634 195,80,87,019

b) Accretion/Decretion (-) to Work-in-ProgressClosing Work-in-Progress 1167,61,84,781 963,99,75,068

Less :Opening Work-in-Progress 963,99,75,068 856,31,71,136

203,62,09,713 107,68,03,932

c) Maintenance / Service Contracts 1368,75,00,036 1261,10,35,065

d) Consultancy Projects 12,64,36,964 9,79,16,515

e) Other Projects 3,78,77,521 6,66,89,278

III Lease Rental Income 2,09,63,948 13,75,390

IV. Other Operating Revenue

- Interest on Advance from Sub-contractor 4,51,14,882 4,36,82,897

- Overheads recovered from Sub-contractor 63,76,241 91,401

- Sale of Tenders 2,45,500 37,800

- Sale of Scrap 10,53,218 3,68,885

- Provision for Warranty Period Expenses written back 9,85,332 10,31,159

- Empanelment Fees from contractors 98,40,000 -

- Excess provision written back 16,35,65,759 4,90,19,494

- Gain on Currency Translation (Net) - 99,168

Total 1861,91,11,926 1724,76,30,312


NOTE 23 : OTHER INCOME


R R

Interest (Gross)

- Fixed Deposit 12,52,94,856 9,90,82,737

- Loans to Employees 11,46,012 10,80,238

Profit on Sale of Assets (Net) 25,82,78,018 10,06,29,111

Other Non-Operating income

- Dividend received - -

- Others 2,51,81,126 6,94,64,248

Total 40,99,00,012 27,02,56,334

NOTE 24 : COST OF MATERIALS CONSUMED


R R

A. STORES & SPARES

Opening Stock 11,08,65,012 6,95,02,556

Add: Purchases 75,28,70,160 87,36,83,453

Less: Closing Stock 18,60,39,053 11,08,65,012

Stores & Spares consumed 67,76,96,119 83,23,20,997

B. LOOSE TOOLS

Opening Stock - -

ADD : Purchases 1,47,56,437 38,39,207

Less : Closing Stock - -

Loose tools consumed 1,47,56,437 38,39,207

Total 69,24,52,556 83,61,60,204

NOTE 25 : CHANGES IN INVENTORIES OF STOCK IN TRADE


R R

Stock at close 17,98,27,234 9,24,20,808

Stock at commencement 9,24,20,808 8,60,10,342

(Increase)/ Decrease in Stocks -87,406,426 -6,410,466


NOTE 26 : PERSONNEL EXPENDITURE


R R

Salaries (including foreign DA) 119,63,63,042 104,30,74,677

Leave Salary & Pension Contribution 1,29,18,397 68,09,595

Provident & other Funds Contribution 8,88,08,382 9,04,66,435

Medical Reimbursement 3,92,68,515 3,48,61,605

Staff Welfare including Camp expenses 4,94,40,302 4,46,40,662

Liveries 5,21,059 6,26,234

Performance Related Pay (PRP) 75,00,000 57,00,000

Bonus 6,16,986 3,52,596

Rent for employees Accommodation :

Gross: 2,85,20,915 2,84,60,585

Less Recoveries 1,50,864 2,35,259

Leave Salary Encashment 4,14,47,464 6,01,04,520

Children Education Allowance 3,73,297 3,49,800

Leave Travel Concession 82,68,214 28,79,315

Gratuity 1,27,34,595 1,56,41,920

Employees Accident Group Insurance 7,89,186 1,43,973

P.F.Admn.Charges 7,62,980 8,20,735

Retd.Emp.Medical Scheme 1,18,669 82,95,895

Total 148,83,01,139 134,29,93,288

NOTE 27 : FINANCE COSTS


R R

Interest Expense on Term Loans 9,64,53,616 13,07,61,944

Interest Expense on Overdrafts & Other Borrowings 2,25,49,497 5,31,95,912

Net Gain/Loss on foreign exchange transactions 4,07,27,875 3,21,46,851

Total 15,97,30,988 21,61,04,707


NOTE 28 : ADMINISTRATIVE AND OTHER EXPENSES


R R

Rent 97,83,79,862 86,43,09,037

Rates & Taxes 7,95,96,490 5,58,15,660

Insurance 3,84,21,564 3,89,93,472

Bank & Guarantee Charges 2,52,26,794 1,95,59,241

Business Promotion 13,46,57,119 14,94,69,733

Agency Commission & Sponser Fee 49,20,98,892 49,75,25,839

Legal & Professional Charges 9,59,37,195 10,30,31,020

Consultancy 6,61,26,222 1,37,99,724

Electricity & Water 111,64,45,238 83,80,49,572

Telephone,Telex & Postage 4,33,83,102 4,35,20,073

Printing & Stationery 1,13,74,288 89,96,911

Travelling 8,41,01,886 7,91,68,834

Advertisement 9,39,72,061 11,39,90,893

Books & Periodicals 4,45,595 4,18,093

Seminar & Training 39,95,314 27,89,585

Repairs & Maintenance :

- Plant & Machinery 46,50,63,323 32,84,62,885

- Building 60,04,560 1,21,52,421

- Others 5,64,70,545 3,08,48,800

Loss on Currency Translation (Net) 16,12,99,511 15,40,35,934

Vehicle running & Mtnc. 4,26,03,193 3,33,08,301

Misc. Expenses 53,55,54,757 50,91,58,298

Auditors remuneration :

- Audit Fee 26,67,852 22,75,688

- Taxation Matter 7,30,913 -

- Others services including certification 1,94,755 1,11,225

- Out of Pocket Expenses 1,36,973 92,208

Hiring Charges :

- Machinery 5,71,78,582 2,45,31,590

- Vehicles 3,90,33,560 4,49,73,697

Provision for slow moving / obsolete stores 1,07,89,850 -1,200,000

Directors sitting fees 4,52,335 3,97,559


Provision for Warranty Period Expenses 3,86,98,510 1,89,17,217

Loss on sale / scrapping of assets - 72,01,313

Bad debts/ Advances Written off 9,85,14,354 1,29,90,271

Donation 50,000 -

Corporate Social Responsibilities 43,21,199 41,95,797

Security & Maintenance 68,93,352 68,68,655

Research & Development 9,60,000 8,22,937

Sustainable Development 8,51,596 1,25,000

Total 479,26,31,342 401,97,07,483

NOTE 29 : TAX EXPENSE


R R

Current Tax (Including Wealth Tax) 72,51,58,419 51,50,83,700

Provision for Taxation for earlier years -15,913,382 4,17,21,368

Deferred Tax Charge -1,859,816 10,99,80,351

MAT Credit Entitlement 62,93,655 -39,080,324

MAT Credit Entitlement - Prevoius year - -13,750,537

Total 71,36,78,876 61,39,54,558


30. (i) The Subsidiary companies in the financial statements are consolidatedas follows:-

Name of the Proportion(s) Basis of Country ofCompany of shareholding Consolidation Residence

(a) Intelligent Communications 36.00% Subsidiary by virtue of IndiaSystems India Limited, India (36.00%) control on the composition(hereinafter called ICSIL) of Board of Directors.

(b) Tamilnadu Telecommunications 49.00% Subsidiary by virtue of IndiaLimited, India (hereinafter (49.00%) control on the compositioncalled Manufacturing of Board of Directors.Subsidiary Company - TTL)

(c) TCIL OMAN LLC, Oman 70.00% Consolidation on the basis Oman(70.00%) of financial results of the

Subsidiary drawn upto31/03/2013, certified bythe management.

(d) TCIL Bina Toll Road Ltd. 100% Consolidation on the basis Indiaof Financial Satements ofSubsidiary drawn upto31.03.2013 certified bythe management

Notes :

1. Figures in brackets relate to previous year,

2. Considering the substance of the arrangement of the Company for operating in KSA (Kingdom of SaudiArabia) and because of integral operations of the Company, the financial statements of TSCL is mergedwith Head Office operations of the Company as per past practice of the Company.

NOTES ANNEXED TO AND FORMING PART OF THE CONSOLIDATEDFINANCIAL STATEMENTS

Name of the Proportion(s) Basis of Country ofCompany of ownership Consolidation Residence

Interest

(a) Bharati Hexacom Limited, 30.00% Consolidation on the IndiaIndia (hereinafter called (30.00%) basis of AS - 27Service providing JV - BHL)

(b) TBL International Limited, 44.90% Consolidation on the IndiaIndia (formerly TCIL (44.90%) basis of AS - 27Bellsouth Ltd.),(herein after called TBL)

(c) United Telecom Limited, 26.66% Consolidation on the NepalNepal (herein after called (26.66%) basis of financial results(UTL) of the Subsidiary drawn

upto 31/03/2013, certifiedby the management

31. Financial Reporting of Interests in Joint Ventures are as follows :


(d) Telecommunications 40.00% There are no transactions in NigeriaNigeria Limited, (herein (40.00%) the case of Joint ventureafter called TCNL) Company in Nigeria namely

Telecommunications ConsultantsNigeria Limited, as a result notransactions have beenconsidered in the consolidatedaccount. The same is defunctfor a number of years.

32. In accordance of Section 212 of the companies Act, the Balance sheet of the Subsidiary Companiesare to be attached alongwith Annual Report of Holding Company. However since the Companyfulfills the conditions laid down under ministry of Corporate Affairs Circular number 5/12/2007-CL-III dated 08.02.2011 (general circular Number 2/2011) for non attaching of Balance sheet ofSubsidiary and Board of Directors have approved the same, Pursuant to the same followinginformation is given below :

(Figures in R )

ICSIL TAMILNADU TCIL OMAN TCIL BinaTELECOMMUNI- LLC, OMAN Toll Road

CATIONS LTD. Ltd.

Capital 1,00,00,000 45,67,62,000 21,150,000 5,00,000

Reserve 7,32,89,302 (64,29,62,368) 169,905 (1,433,210)

Total Asset 40,46,50,808 40,07,49,028 21,431,013 -

Total Liabilities 32,13,61,506 58,69,49,396 111,108 9,33,210

Details of investments - - - -

Turnover 52,72,11,505 16,33,52,639 88,921 -

Profit before Tax 2,36,28,466 (8,48,49,176) 37,929 (1,433,210)

Provision for Taxation 93,78,353 - - -

Profit after Taxation 1,42,50,113 (8,48,49,176) 37,929 (1,433,210)

Proposed Dividend 20,00,000 - - -

33. Disclosure in respect of Contingent Liabilities:

INCOME TAX SALES COURT COUNTER OTHER MATTERS TAX CASES CLAIMS MATTERS

HOLDING CO.TCIL 1467.96 25.26 23656.21 6870.66 824.00

(1371.57) (25.26) (18687.80) (4084.67) (536.00)TOTAL (A) 1467.96 25.26 23656.21 6870.66 824.00

(1371.57) (25.26) (18687.80) (4084.67) (536.00)SUBSIDIARY COMPANIESICSIL - - - - -TTL - 209.04 - - 111.55

(209.04) (111.55)TCIL OMAN - - - - -TOTAL (B) - 209.04 - - 111.55

(209.04) (111.55)AGGREGATE SHARE INJOINT VENTURESTOTAL (C ) 1292.67 3.00 120.00 - 4731.00

(1067.71) - (270.00) - (3465.00)GRAND TOTAL 2760.63 237.30 23776.21 6870.66 56666.55(A+B+C) (2439.28) (234.30) (18957.80) (4084.67) (4112.55)

Figures in brackets relate to previous year

(Figures in R )


(i) Income Tax Matters:

For the Parent company Provision has been made for current Income Tax as per the provisions ofTax laws prevailing in India and abroad and are based on the decisions of the Appellant Authorities.The assessment of the company u/s 143(3) of Income Tax Act, 1961 has been completed up to AY2010-11. However, no provision is considered necessary in respect of issues, which are subjectmatter of appeals filed in Appellant Authorities (either by the company or by the revenue department).

(ii) Sales Tax:

For the parent company A demand has been raised by Uttarakhand Trade Tax Department for theAssessment Year 2002-03 to 2006-07 has not been acknowledged by the Company as debt in viewof Judgment of Uttarakhand High Court for the year 1997-98 to 2001-02 in favour of Company.The Company is in appeal against the said demand with First Appellate Authority.

(iii) Court Case and Arbitration:

For the parent company Other claims excluding interest which are disputed, in courts or underarbitration not acknowledged as debts. No provision is considered necessary, as the Company hasnot acknowledged the same as debts. Company has filed counter claims which are also notaccounted for. The outcome of disputes will be known only after arbitration award/decrees.

(iv) Commercial Tax Department had demanded a sum of Rs 186.09 lakhs as Additional Sales Tax inrespect of Financial Year 2000-2001 and 2001-2002 (up to November 2001). The Company hasobtained a Stay from Madras High Court against the collection of above demand by depositing asum of Rs 75 lakhs with Commercial Tax Department as directed by the High Court while grantingthe stay. As the demand is disputed, the same is not provided for in the accounts. The case cameup for hearing during Nov, 2011 and directions were issued to post the case along with the writappeal before the Bench in another similar case where the judgment is in favour of the assessee.

(v) The Custom Authority has demanded an amount of Rs 31.55 Lakhs towards difference inclassification of Optical Fiber Cables during the year 2006-07.However the order of theCommissioner of Customs has come in favour of the Company during the year 2009-10 droppingthe proceedings. Department has gone for appeal against the order.

(vi) The Sales Tax department has demanded a sum of Rs 22.95 lakhs during the financial year 2006-07 for non submission of "C" Forms from BSNL / MTNL pertaining to AY 2001-02, 2002-03 and2003-04. The Govt. has exempted "C" forms in respect of inter-state sales to BSNL / MTNL. TheCompany has represented to the Department and also referred the matter to BSNL / MTNL.

(vii) One of the clients M/s. Team Engineers, Hyderabad demanded for replacement of around 110 kmsof cables for quality issues. All the cables are tested at manufacturing stage and at the final stagefor manufacturing defects before leaving the factory. The Company has noticed some technicaldefaults in the installation procedures followed by the said client. Hence the claim has not beenacknowledged as debt. The equivalent value for 110 kms would be around Rs 80 lakhs.

34.( R In Lakhs)

Parent Co. Subsidiary Co JV'S Total

A. DETAILS OF GUARANTEES

Bank Guarantee Outstanding 27793.06 905.83 6444.00 35142.89(30313.21) (807.32) (5883.00) (37003.53)

Expired Bank Guarantees 8458.72 - - 8458.72(3465.81) (3465.81)

Corporate Guarantees 1134.00 - - 1134.00(461.69) (461.69)


B. LETTER OF CREDITS 2255.99 - - 2255.99(701.02) (701.02)

C. CAPITAL AND OTHER 355.00 - 4029.00 4384.00COMMITMENTS (1235.65) (3837.00) (5072.65)

Figures in brackets relate to previous year

35. Balances of Debtors and Creditors including BSNL, MTNL, MPRRDA, GAIL & PGCIL aresubject to confirmation and reconciliation.

36. (i) Details of Foreign Currency Exposure:


Rupees Foreign Rupees ForeignCurrency Currency

Import Creditors R 118,118,259.53 USD 2,167,804.68 R 19,73,87,733.50 USD 38,60,129.73(Unhedged)

Unsecured Loans R 8,00,60,236.00 USD 14,69,332.14 R 30,73,41,668.00 USD 60,10,397.34(Banks)

(ii) Amount receivable in Foreign Currency (Unhedged) on account of the following:


Rupees Foreign Rupees ForeignCurrency Currency

Export Debtors R 7,77,91,491.3 USD 1,427,694.26 R 21,27,59,471.10 USD41,60,740.62

Fixed Depositswith Banks - - R 26,14,047.00 EURO 38,292.64

Call Deposit / R 9,25,863.04 USD 16,992.21 R 16,75,966.00 USD 32,775.33Current Account R 1,19,120.29 GBP1,438.26 R 1,41,011.00 GBP 1,726.82with Banks R 8,20,169.67 EURO 11,736.41 R 7,68,046.00 EURO 11,250.95

R 127,124.00 SDP 6,577.21

(iii) Overseas Projects / Branches: Normally project periods in case of Parent company rangefrom 1 to 3 years. Payables/Receivables being in the same currency, unhedged portion isonly surplus to be repatriated to India after the end of the project, which is hedged onascertainment of surplus at the time of repatriation.

37. (a) In two countries abroad relating to the Parent Company, transactions including purchase ofassets in connection with the contracts have been carried out in the name of Agents/JVcompanies. The written down value of Fixed Assets in the name of Agents/JV companiesamounts to R 681.63 Lakhs (Previous Year R 412.15 Lakhs).

(b) The company has undertaken various projects on Built- Operate- Transfer (BOT) basis asper the concession agreement with the government authorities. Under the agreements theconcession period for toll collection or annuity payments ranges from 15 to 25 years. At theend of the said concession period, the entire facilities are transferred to the concernedgovernment authorities.

(c) The aggregate amount of revenues and profits before tax (net) recognized during the yearin respect of construction services related to Built-Operate-Transfer (BOT) projects isR 6,478.54 Lakhs (Previous Year R 1,976.99 Lakhs) and R 259.06 Lakhs (Previous Year (-)R 275.73 Lakhs) respectively.


(d) Interest accrued but not due on Investment/ Deposits and Interest on Fixed Deposits asshown in Company's Notes - 21 and 23 (Other Current Assets and Other Income) respectivelyincludes interest amounting to R 206.43 Lakhs (Previous Year R 63.86 Lakhs) on FixedDeposits for EMD/ Security Deposits in the name of clients A/C TCIL.

38. Disclosure as per Revised Accounting Standard on "Accounting for Construction Contracts"(AS-7) issued by the Institute of Chartered Accountants of India with regard to Turnkey Contractsentered on or after 1.4.2002:

(R In Lakhs)

PARTICULARS 2012-13 2011-12

1 Contract revenue recognized for the year 32,277.59 30,348.90

2 Amount of cost incurred and recognized profit in 110,794.93 95,422.15respect of work in progress

3 Amount Due from customers 15,283.78 13,854.86

4 Advances received from customers & outstanding 8,169.10 7,227.89as at the year-end.

5 Retention Money outstanding as at the year end 3,726.68 3,784.95

39. Statement of Prior Period Income & Expenditure and Extra ordinary items in Profit & Loss Account: -

(Amount in R)

Description 2012-2013 2011-2012

Prior Period items

INCOME

a) Project Income - 10,29,014.00

b) Other Income - -

Total Income (I) - 10,29,014.00

EXPENDITURE

a) Stores, Spares & Loose Tools Consumed - -

b) Sub Contractors 1,55,18,000.00 -

c) Other Expenses 24,02,206.00 8,79,812.00

d) Depreciation 0.00 0.00

Total Expenditure (II) 1,79,20,206.00 8,79,812.00

Net Adjustment (I-II) (1,79,20,206.00) 1,49,202.00

40. Employees Benefits:

The Parent company has adopted revised AS 15 (Revised in 2005) regarding "Employee Benefits"which is mandatory for the accounting period starting from 7th December, 2006. Pursuant theretodefined plans are as under:

Provident Fund:

(i) The Parent Company pays fixed contribution for Provident Fund at predetermined rates to a separatetrust, which invests the funds in permitted securities. The contribution to the fund for the period isrecognized as expense and is charged to Profit and Loss account. The obligation of the company islimited to such fixed contribution. However, the Trust is required to pay a minimum rate of intereston contribution to the members as prescribed by the Government of India. The fair value of assets


of the PF Fund including the returns on the assets thereof, as on the balance sheet date is greaterthan the obligations under the defined benefit plan. The total contribution of the company duringthe year is R 792.53 Lakhs (Previous year R 831.32 Lakhs).

(ii) With respect to Company's Manufacturing Subsidiary Company - TTL, Employer's Contributionto Provident Fund, recognized as expense for the year is R 17.76 Lakhs (previous year R 16.52Lakhs). Employer's Contribution to Pension Scheme, recognized as expense for the year is R 4.67Lakhs (previous year R 4.83 Lakhs).

Upto the year 2008-09 the Company's Manufacturing Subsidiary Company - TTL, has set upseparate Trust for Provident Fund and has been contributing towards the same. In view of the factthat the Company is industrially sick as declared by BIFR and its networth has fully eroded, theProvident Fund Commissioner - I has withdrawn with effect from 01.04.2009 the relaxation orderissued under Para 79 of the Employees Provident Fund Scheme 1952, with a direction to remit thewhole cash balance to EPF Account No.1 and the balance available in Special Deposit Account toCentral Board of Trustees, Employees Provident Fund. During the year the Company has followedthe directions of the Provident Fund Commissioner - I and remitted the monthly contributions tothe concerned Regional Provident Fund Commissioner.

Gratuity:

(i) The Parent Company follows defined Gratuity plan. Every employee who has rendered continuousservice of five years or more is entitled to get Gratuity of 15 days salary for each completed yearof service subject to a maximum of R 10 Lakhs on superannuation, resignation, termination, anddisablement or on death. The scheme is funded by Company and is managed by Trust namely"Telecommunications Consultants Employees Group Gratuity Trust" which has taken a GroupGratuity-cum-Life Assurance Policy from Life Insurance Corporation of India. The presentvalue of obligation is determined based on actuarial valuation using the Projected Unit CreditMethod.

(ii) With respect to Company's Manufacturing Subsidiary Company - TTL, the Company provides forgratuity, a defined benefit retirement plan (the "Gratuity Plan") covering eligible employees. TheGratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitationor termination of employment, of an amount based on the respective employee's salary and thetenure of employment. Vesting occurs upon completion of five years of service. Liabilities withregard to the Gratuity Plan are determined by actuarial valuation as of the balance sheet date. Thepresent value of obligation is determined based on actuarial valuation using the Projected UnitCredit Method.

Leave Encashment:

(i) The Company has Leave Encashment facility upto 300 days (Earned Leave plus Half Pay Leave)at the time of superannuation / retirement during the year. Based on Actuarial Valuation, a provisionof R 414.47 Lakhs (Previous Year R 601.03 Lakhs) has been made during the year, as per AccountingPolicy No. 23 (iv) of Statement of significant Accounting Policies.

(ii) In case of Company's Manufacturing Subsidiary Company - TTL, The employees of the Companyare entitled to compensated absence. The employees can carry forward a portion of the unutilizedaccrued compensated absence and utilize it in future periods or receive cash compensation atretirement or termination of employment for the unutilized accrued compensated absence for amaximum of 240 days. The Company records an obligation for compensated absences in theperiod in which the employee renders the services that increase this entitlement. The Companymeasures the expected cost of compensated absence as the additional amount that the Companyexpects to pay as a result of the unused entitlement that has accumulated at the balance sheet datebased on actuarial valuations


Post Retirement:

The Parent Company has a medical scheme for retired employees (who opted for company scheme)as per Accounting Policy No 23 (ii) wherein:

(i) OPD treatment is allowed upto R 10,000/- for CDA Employees. For IDA Employees, on specificgrade-wise.

(ii) Hospitalization Policy Reimbursement amount is increased to R 10,940/-.

Retired employees can opt more for hospitalization and less for OPD within the total amount of (i)& (ii) above. The company has provided liability on this account on the basis of actuarial valuation.

The status of "Gratuity Trust", "Post Retirement Medical Plan" and "Leave Encashment" basedon actuarial valuation are as follows:

(R In lacs)

Sl. Particulars Gratuity Gratuity Post LeaveNo. (Funded) (Unfunded) Retirement Encashment

Medical Plan (Unfunded)(Unfunded)

1 Change in present value of obligations

Present value of obligations as at 01.04.12 2087.47 96.24 442.68 1432.68

Interest cost 168.20 7.57 35.41 114.46

Current service cost 102.94 7.37 0.00 239.30

Benefits paid (161.32) (4.07) (14.99) (363.09)

Actuarial (gain)/loss on obligations 40.18 21.92 (34.22) 66.71


2 Changes in the fair value of plan assets

Fair value of plan assets as at 01.04.12 1989.83 0 - -

Expected return on plan assets 189.10 - - -

Contribution 140.51 - - -

Benefits paid (149.32) - - -

Actuarial (gain)/loss on plan assets 0 - - -


3 Fair value of plan assets


Actual return on plan assets 189.10 - - -

Contributions 140.51 - - -

Actuarial (gain)/loss on plan assets (149.32) - -

Benefits paid 0 - - -


Funded / (Unfunded) status (67.35) (129.03) (428.88) (1489.72)

Excess of Actual over estimated return - - - -on plan assets


Discount rate Assumptions:-- Parent Company : 8.00 %- Service Providing Joint Venture Company - BHL : 8.00 %- Manufacturing Subsidiary Company - TTL : 7.75 %- Intelligent Communications Systems India Limited (ICSIL) : 8.60 %

41. Related Party Disclosure:Disclosure pursuant to Accounting Standard on "Related Party Disclosure" (AS 18) issued by theInstitute of Chartered Accountants of India:

A. Key Management Personnel:Chairman & Managing DirectorShri Vimal WakhluWhole time DirectorsShri V.K. SharmaShri A.K.GuptaShri Rajesh Kapoor ( w.e.f. 01.09.2012)

B. Joint Venture CompaniesTBL International Limited (TBL)Bharti Hexacom Limited (BHL)United Telecom Limited (UTL)Telecommunications Consultants Nigeria Limited (TCNL) - Dormant Company

C. Subsidiary CompanyTamilnadu Telecommunications Ltd (TTL)Intelligent Communications Systems India Limited (ICSIL)TCIL OMAN LLC, OmanTCIL Bina Toll Road Limited

D. Relative of Key Management PersonnelNil

4 Actuarial gain /loss recognized as at 31.03.2013

Actuarial gain / (Loss) on obligations (40.18) (21.92) 34.22 (66.71)

Actuarial (gain)/Loss for the year-Plan assets 0 - - -

Actuarial (gain)/Loss on obligations 40.18 21.92 (34.22) 66.71

Actuarial (gain)/Loss recognized in the year 40.18 21.92 (34.22) 66.71

5 Amounts to be recognized in theBalance sheet and P&L


Fair value of plan assets as at 31.03.2013 2155.12 - - -

Funded status (67.35) (129.03) (428.88) (1489.72)

Net assets (liability) recognized in balance sheet (67.35) (129.03) (428.88) (1489.72)

6 Expenses recognized in Profit & loss

Current service cost 102.94 7.37 0.00 239.30

Interest cost 168.20 7.57 35.41 114.46

Expected return on plan assets (189.10) 0 0 0

Net actuarial (gain)/loss recognized in the year 40.18 21.92 (34.22) 66.71

Expenses recognized in Profit & loss 122.22 36.86 1.19 420.47


42(i

)P

rim

ary

Segm

ent

Info

rmat

ion:

Com

pany

's s

egm

ent i

nfor

mat

ion

purs

uant

to A

ccou

ntin

g st

anda

rd o

n 's

egm

ent R

epor

ting'

(A

S-17

) is

sued

by

the

Inst

itute

of

Cha

rter

ed A

ccou

ntan

ts o

f In

dia

as a

t and

for

the

year

end

ed 3

1st M

arch

, 201

3 is

as

follo

ws:

-(A

mou

nt R

s. I

n la

khs)

Par

ticu

lars

Tele

com

mun

icat

ions

Civ

il P

roje

cts

Con

sult

ancy

and

Tra

ding

Mob

ileO

ther

sU

nallo

cabl

eT

OT

AL

Pro

ject

sSe

rvic

e co

ntra

cts

acti

viti

esSe

rvic

es

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

2012

-13

2011

-12

1A.

SEG

MEN

T RE

VENU

E

Exter

nal T

urno

ver

12,

999.

53 1

2,06

3.49

19,

278.

06 1

8,28

7.89

24,

103.

57 2

2,32

8.75

10,

303.

21 1

1,73

4.37

108

,822

.00

101

,739

.00

9,9

43.7

5 6

,322

.80

- -

186

,191

.12

172

,476

.30

Inter

Seg

men

t Tur

nove

r -

- -

- -

- -

- 5

4.00

36.

00 (5

4.00

) (3

6.00

) -

-

Tota

l 1

2,99

9.53

12,

063.

49 1

9,27

8.06

18,

287.

89 2

4,10

3.57

22,

328.

75 1

0,30

3.21

11,7

34.3

7 1

08,8

76.0

0 1

01,7

75.0

0 9

,889

.75

8,0

45.7

3 -

-18

6191

.12

1724

76.3

0

2Se

gmen

t Res

ult b

efor

e 2

,772

.33

2,1

85.9

4 7

16.6

6 1

79.3

5 3

,389

.97

5,0

16.5

0 1

,844

.11 7

13.8

6 2

0,76

3.00

24,

048.

00 3

9,25

8.07

31,

831.

65 (0

.24)

(2,5

24.8

2) 6

8,74

3.90

61,

450.

48

Inte

rest

and

Taxe

s

Less

: Int

eres

t Exp

ense

(14.

08)

(13.

88)

(195

.52)

(59.

17)

(359

.43)

(404

.73)

- (3

.07)

- -

(280

.16)

(1,3

13.9

6) (3

40.8

4) (4

4.77

) (1

,190

.03)

(1,8

39.5

8)

Add

: Int

eres

t Inc

ome

229

.10

3.0

4 1

.90

4.0

4 -

0.0

6 -

5.6

4 -

- 1

,033

.41

1,2

40.1

8 -

531

.06

1,2

64.4

1 1

,784

.02

Add

: Prio

r per

iod

inco

me

(net)

- -

- -

(177

.92)

1.4

9 -

- -

- -

- (1

.28)

- (1

79.2

0) 1

.49

Add

: Oth

er in

com

e/exp

(1,9

64.0

8) (1

,382

.08)

(1,7

05.5

3) (9

58.3

8) (5

12.1

5) (2

,403

.87)

(375

.95)

- -

(38,

176.

92)

(33,

851.

09)

(2,7

64.3

7) 2

29.1

8 (4

5,49

9.00

) (3

8,36

6.24

)

Add

: Exc

eptio

nal I

tem

- -

- -

- -

- -

- -

- -

-0.

000.

00

Prof

it be

fore

tax

1,0

23.2

7 7

93.0

2 (1

,182

.49)

(834

.16)

2,3

40.4

7 2

,209

.45

1,4

68.1

6 7

16.4

3 2

0,76

3.00

24,

048.

00 1

,834

.40

500

.59

(3,1

06.7

3) (2

,267

.71)

23,

140.

08 2

3,03

0.17

Curre

nt t

ax 1

30.9

6 1

29.6

3 -

- 0

.52

32.

15 -

8.1

9 7

,131

.00

4,5

77.6

2 (1

07.0

9) 2

67.7

7 7

,155

.39

5,0

39.7

4

Frin

ge B

enef

it Ta

x -

- -

- -

- -

- -

- -

- -

0.00

Def

erre

d Ta

x 2

7.86

(34.

77)

- -

- (1

5.94

) -

(3.0

8) (4

04.9

1) 4

31.1

3 3

58.4

5 7

22.4

0 (1

8.60

) 1

,099

.80

Prof

it af

ter ta

x 8

64.4

5 6

98.1

6 (1

,182

.49)

(834

.16)

2,3

39.9

5 2

,193

.24

1,4

68.1

6 7

11.3

2 2

0,76

3.00

24,

048.

00 (4

,891

.69)

(4,5

08.4

7) (3

,358

.09)

(3,2

57.8

8) 1

6,00

3.29

16,

890.

63

- -

3O

ther

Info

rmat

ion

- -

Segm

ent A

ssets

27,

008.

72 2

3,50

4.34

44,

528.

00 4

2,08

5.20

35,

277.

16 3

2,11

4.82

9,6

67.9

1 6

,730

.85

142

,635

.00

115

,311

.00

(4,9

92.9

1) (5

,884

.14)

28,

251.

17 2

8,51

1.28

282

,375

.05

242

,373

.35

Segm

ent L

iabi

litie

s 1

4,00

8.02

11,

003.

76 3

0,24

6.44

34,

032.

53 2

7,00

7.08

26,

069.

66 9

,104

.89

9,1

43.2

5 3

2,18

7.00

21,

498.

00 5

,607

.60

5,7

08.6

5 2

0,25

1.25

9,8

52.3

9 1

38,4

12.2

8 1

17,3

08.2

4

Capi

tal E

xpen

ditu

re 2

92.0

6 3

60.2

0 6

55.2

2 4

49.8

5 3

18.7

5 1

23.7

4 -

9.0

3 1

1,30

1.00

7,6

50.0

0 (2

,277

.21)

(1,1

62.6

5) 7

6.09

284

.00

10,

365.

91 7

,714

.17

Dep

reci

atio

n 2

29.7

5 1

30.1

5 1

38.7

4 1

37.3

5 4

03.2

2 6

10.6

1 0

.47

7.6

0 1

2,13

2.00

10,

701.

00 1

,078

.48

1,1

31.5

3 1

55.8

2 1

60.1

0 1

4,13

8.48

12,

878.

34

Adv

ance

Tax

- -

Am

ortis

atio

n -

Note

:(i)

Capi

tal E

xpen

ditu

re p

erta

ins t

o gr

oss a

dditi

ons m

ade

to F

ixed

Ass

ets d

urin

g th

e ye

ar(ii

)Se

gmen

t ass

ets i

nclu

de F

ixed

Ass

ets,

Capi

tal W

ork

in p

rogr

ess,

curre

nt a

sset

s and

Loa

ns a

nd A

dvan

ces

(iii)

Segm

ent l

iabi

litie

s inc

lude

Uns

ecur

ed lo

ans,

Curre

nt L

iabi

litie

s and

Pro

visio

ns.


42 (ii) Secondary Segment Information:

Geographical Segments :

Two Secondary segments have been identified based on geographical location of the customers inline with AS - 17 on "Segment reporting" issued by Institute of charteerd Accountants of India

1) India

2) Outside India

(Rs. in lacs)

2012-13 2011-12

1. Segment Revenue - External Turnover

- Within India 152,596.60 148,712.63

- Outside India 33,594.52 23,763.67

Total Revenue 186,191.12 172,476.30

2. Segment Assets

- Within India 252,112.84 217,411.61

- Outside India 30,262.21 24,961.74

Total Assets 282,375.05 242,373.35

3. Segment Liability

- Within India 119,978.17 101,432.89

- Outside India 18,434.11 15,875.35

Total Liability 138,412.28 117,308.24


- Within India 9,758.35 9,168.93

- Outside India 607.56 498.09

Total Expenditure 10,365.91 9,667.02


43. Financial Lease - Parent Company

(A) Disclosure as per Accounting Standard on 'Leases' (AS-19) issued by the Institute of CharteredAccountants of India in respect of financial lease entered on or after 01.04.2001 is as follows :

(Amount in R)


(a) (i) Gross total investment 64,95,924.00 1,85,82,930

(ii) Present value of lease payment receivable over leaseperiod not later than 1 year 4,83,102.00 3,517,732

(iii) Later than 1 year and not later than 5 yaers - 588,816

(iv) Later than 5 years - -

(b) Unearned finance income:-

The unguaranteed residual values accuring to the benefit 17,480.00 422,327of the lessor

(c) Minimum lease payment receivables - -

(d) Contingent rent recognized in the statement of - -Profit & Loss for the period

B) Company's Service Providing Joint Venture Company - BHL:

(i) Operating Lease - As a Lessee

The lease rental charges during the year for cancelable / non - cancelable leases relating to rent ofbuilding premises and cell sites as per the agreements and maximum obligation on long term non- cancelable operating leases are as follows :

Particulars For the year For the yearended ended

31.03.2013 31.03.2012(R In Lakhs) (R In Lakhs)

Lease Rentals (Excluding lease equalization Reserve) 8409.00 7317.00

Obligations on non cancelable leases:

Not later than one year 9102.00 6474.00

Later than one year but not later than five years 31116.00 25608.00

Later than five years 36669.00 35937.00

Total 76887.00 68019.00


(ii) Operating Lease - As a lessor

The future minimum lease payments receivable are:

Particulars For the year For the yearended ended

31.03.2013 31.03.2012(R In Lakhs) (R In Lakhs)

Not later than one year 1950.00 1755.00

Later than one year but not later than five years 8265.00 7047.00

Later than five years 5985.00 3582.00

Total 16200.00 12384.00

44. Basic & Diluted Earnings Per Share :

In compliance with Accounting Standard on "Earning Per Share" (AS-20) issued by the Instituteof chartered Accountants of India, the elements considered for Calculation of Earning Per Share(Basic & Diluted) are as under:

(Amount in R)

Description March-13 March-12

Profit After Tax (Rupees) 160,03,29,624 168,90,62,619

Weighted Average number of Equity Shares 4,32,00,000 4,32,00,000

Add: Bonus Shares Issued

Total Weighted Average number of Equity Shares usedfor computing Earning Per Share (Basic & Diluted) 4,32,00,000 4,32,00,000

Earning Per Share (Basic & Diluted) (Rupees) 37.04 39.10

Face Value Per Share (Rupees) 10.00 10.00

45. As stipulated in AS-28, after due assessment, the Parent company is of the view that assets employedin continuing business (for the assets to which AS-28 is applicable) are capable of generatingadequate returns over their useful life in the usual course of business. There is no indication to thecompany of impairment of any asset and accordingly the Management is of the view that noimpairment provision is called for during the year.

46. Change in Accounting Policy No. 11(ii), regarding amortization of intangible assets by changingmethod of recognition based on revised projected total income. The company has written backR 4.35 Crore resulting in corresponding increase in Net Block and Profit out of Total Provision ofR 16.36 crores written back during the year.

47. Company's Manufacturing Subsidiary Company - TTL :

(a) After restructuring as per the Sanctioned Scheme of BIFR during 2010-11, the net worth ofthe Company's Manufacturing Subsidiary Company - TTL was more than the accumulatedlosses. However, during the year 2011-12 the net worth has again eroded. The company isalready under rehabilitation period as per the BIFR Sanctioned Scheme. Lack of orders anddull phase of OFC market during the years 2010-11 and 2011-12 were the reasons for thepoor performance. However the Company's Manufacturing Subsidiary Company - TTL hasreceived order from BSNL for supply of 3206 kms of OFC valuing Rs 1597.011 lakhs. TheCompany's Manufacturing Subsidiary Company - TTL has successfully executed the order


in time and got add-on order APO during first week of May, 2013, for another 1602 KMsvaluing Rs 798 lakhs. The Company's earlier expectation of good order from M/s RelianceInfotel has not matured, since Reliance has changed their modus operandi. M/s BharatBroadband Network Ltd. (BBNL), the Special Purpose Vehicle of the Government has floatedthe tender towards the National Optic Fiber Network (NOFN) project to connect all thevillages by broad band. The date of tender opening was 08.05.2013. Though the initialprojection was 600000 KMs, the tender called for is to cover 404995 KMs under six packagesbased on geographical location. For this huge quantum, BBNL has fixed the delivery timeframe of eight months only including initial two months for preliminary arrangements. TheCompany's Manufacturing Subsidiary Company - TTL has participated in one packageconsidering its production capacity to cover the quantum in the given short delivery period.The Company is hopeful of getting orders to the extent of around 7000 KMs and the compositevalue expected is around Rs 3900 lakhs. The project is going to be funded by USOF. TheCompany has proposed to participate in another two big tenders of RailTel due for openingin May & June, 2013, covering 7726 KMs and the composite value expected is around Rs.5000 lakhs, to be awarded to two parties. Even at 40% the expected value would be Rs 2000lakhs. The Company is hoping to get continous orders from 2013-14 onwards regularlysince the OFC market is picking up. The order booking position is expected to be continuouslygood. Considering the scope during the immediate future and TelecommunicationsConsultants India Ltd continous financial support the accounts have been prepared on goingconcern basis.

(b) (i) No provision is made for certain long pending debtors R 3.52 crores (previous yearR 3.52 crores) in view of the arbitration proceedings completed against the Purchaserfor which the Award is received in favour of the Company's Manufacturing SubsidiaryCompany - TTL but has since been challenged by the Purchaser in the court. Furtherthe court remitted back the case to the Arbitrator in one case for speaking orders. Inanother case the court has given the order in favour of the company.

(ii) No provision is made for Rs 13.40 lakhs (previous year R 13.40 lakhs) due from RailTelwhich is under arbitration. Arbitration proceedings in progress.

(c) Land: The Company's Manufacturing Subsidiary Company - TTL is in possession of freehold land from CMDA and the Tamil Nadu State Govt. measuring around 9.82 acres. In caseof sale of CMDA land by the company it has to be first offered to CMDA at the samepurchase price. The land can be sold to other third parties only after getting NOC fromCMDA. In the case of Tamilnadu State Govt. land it is to be utilized for the purpose forwhich it is to be allotted and surplus land if any, has to be surrendered.

(d) Work-in progress under inventories as on 31.03.13 includes realizable scrap comprisingshort length cables, quality defects cables, excess production cables for operational reasons,type approval cables and disputed returned cables valuing R 135.03 lakhs (previous yearR 132.92 lakhs).The above items are saleable with further processing and re-testing to thesame or other customers.

(e) A demand was raised by Income Tax Department towards tax to be deducted at source onRoyalty amounting to R 25.42 lakhs (for the years 2000 -2001 and 2001 -2002) on theCompany's Manufacturing Subsidiary Company - TTL. They have however, paid the entireamount of demand. Out of which R 21.94 lakhs is kept as recoverable. Appeal filed by thecompany for the above is pending in the Tribunal.

(f) A civil suit has been filed by the Company's Manufacturing Subsidiary Company - TTL inDelhi High court on 31.03.2011 to stay the Advance purchase order issued by BSNL, HQfor supply of 42000 kms of OFC. This is in addition to the purchase order issued duringJan,2011 for supply of 18000 kms. The order for OFC supply is with Nylon 12 jacketing and


subsequently BSNL has changed the specification with HDPE Double sheathing. Duringthe year 2011-12 BSNL has floated tender for 42000 kms with new specification. The casein Delhi High Court against the APO is in progress.

(g) A writ petition has been filed by the Company's Manufacturing Subsidiary Company TTLin Madras High court during the year 2008 against BSNL for reducing the awarded rateduring the scheduled delivery period, in one of their orders without giving effect to BSNL'samendment to the 'Fall clause' applicable from 01.08.2005. BSNL has rejected and returnedthe differential claim invoice of the company for R 1,39,91,251/-. This amount has beenaccounted during the year 2011-12 as prior period income. The case is pending in MadrasHigh Court.

48. The Parent company has not received information from the suppliers regarding their status underthe Micro, Small and Medium Enterprises Development Act 2006 and hence disclosure if anyrelating to amounts unpaid at the year end together with interest paid/payable under the said Actcould not be ascertained.

49. For certain items, the company and its joint ventures have followed different accounting policies.However, impact of the same is not material.

50. Proposed Dividends (including income tax thereon) in the books of accounts of the parent companyas proposed by the Directors, pending approval at the Annual General Meeting.

51. Previous Year Figures have been realigned / recast / regrouped wherever necessary.


Cash Flow Statement For The Year Ending 31st March, 2013(Figures in R)

2012-13 2011-12

A CASH FLOWS FROM OPERATING ACTIVITIESNet profit before taxation as per Statement of Profit & Loss 2,314,008,499 2,303,017,177- Extraordinary Items - -- Depreciation of earlier year written back (43,471,354)Net profit before taxation , and extraordinary items 2,270,537,145 2,303,017,177Adjustments for :- Depreciation and Amortisation Expenses 1,413,847,863 1,287,834,652- Foreign Exchange Loss / (Gain) 161,299,511 153,936,766- Loss / (Profit) on Sale of Assets/ Scrapping of Assets (258,278,018) (93,427,798)- Interest Income (126,440,868) (99,082,737)- Dividend Income - -- Interest Expenses 119,003,113 183,957,857- Provision for Doubtful Debts / Advances 33,209,315 84,651,665- Bad Debts Written Off 98,514,354 12,990,271- Provision for Dimunition in value of Investment - -Operating profit before working capital changes 3,711,692,415 3,833,877,853Adjustments for :- Change in Sundry Debtors (695,079,148) (597,489,767)- Change in Inventories (86,428,119) (40,546,303)- Change in Current Liabilities & Provisions 2,057,756,079 (391,461,069)- Change in Loans and Advances 256,671,265 195,518,742- Change in Other Current Assets (448,082,834) 145,825,187Cash generated from operations 4,796,529,658 3,145,724,643- Unrealised Foreign Exchange (161,299,511) (153,936,766)- Income taxes paid (879,341,031) (54,827,027)Cash Flows before extraordinary item 3,755,889,116 2,936,960,850Net cash from operating activitie 3,755,889,116 2,936,960,850

B Cash flows from investing activities- Purchase of Fixed assets (1,896,978,393) (986,512,065)- Proceeds from sale of equipment 282,318,973 137,090,645- Change in Investment (2,892,600,000) (1,397,023,200)- Interest received 126,440,868 99,082,737- Dividend received - -Net cash used in / from Investing activities (4,380,818,552) (2,147,361,883)

C Cash flows from financing activities- Investment in Joint Ventures & Subsideries - -- Proceeds from Long-Term Borrowings 45,979,535 (23,454,381)- Interest paid (119,003,113) (183,957,856)- Dividend paid (18,666,300) (36,191,880)Net cash used in / from fianancing activities (91,689,878) (243,604,117)NET INCREASE / (DECREASE) IN CASH & BANK BALANCES - (A+B+C) (716,619,314) 545,994,850Cash and Bank balances at beginning of period 1,346,805,784 800,810,934Cash and Bank balances at end of period 630,186,470 1,346,805,784NET INCREASE / (DECREASE) IN CASH & BANK BALANCES (716,619,314) 545,994,850

Notes :

1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard - 3 "Cash FlowStatements"

2. Cash and cash equivalents at the end of the period include deposit with banks R 19.58 Lakhs (Previous year R 22.35 lakhs) held byforeign branches which are not freely repatriable to the company because of currency exchange restriction, however amounts are held incontinuing projects towards local expenditure of projects.

3. The undrawn borrowing facilities available for future operating activities and to settle capital commitments at 31st March 2013 amountto R 110.83 Crs (Previous year R 145.73 crs)

4. Figures in the brackets denotes negative value.5. Previous year figures have been realigned / recast / regroup wherever necessary.

In terms of our report attached For and on behalf of the BoardFor M.K. Aggarwal & Co.Chartered Accountants(Firm Regn.:01411N)




NOTE 1 :

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES & PRACTICESANNEXED TO AND FORMING PART OF THE CONSOLIDATEDACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2013

1. GENERAL

The financial statements are prepared on accrual basis of accounting under historical cost conventionin accordance with generally accepted accounting principles in India and the relevant provisionsof the Companies Act, 1956 including accounting standards notified there under.

2. USE OF ESTIMATES

The preparation of financial statements requires the management of the company to make estimatesand assumptions that affect the reported balances of assets and liabilities and disclosures relatingto the contingent liabilities as at the date of the financial statements and reported amounts ofincome and expenses during the year. Management believes that the estimates used in the preparationof the financial statements are prudent and reasonable. Future results could differ from theseestimates.

3. PRINCIPLES OF CONSOLIDATION

i) The financial statements of the subsidiary companies and the JV's in the consolidation aredrawn up to the same reporting date as of the company.

ii) The consolidated financial statements have been prepared in accordance with the Accountingstandard AS-21 'Consolidated Financial Statements' and AS-27 'Financial Reporting of Interestin Joint Venture's, issued by the Institute of Chartered Accountant of India and generallyaccepted accounting principles. The financial statements of the company and its subsidiarycompanies are combined on line by line basis by adding together book value of like items ofassets, liabilities, income & expenses after eliminating intra-group balances, intra-grouptransactions and unrealized profit and losses.

iii) The consolidated financial statements include the interest of the company in Joint Ventureswhich has been accounted for using the proportionate consolidation of accounting andreporting whereby the company's share of each of assets, liabilities, income and expenses ofa jointly controlled entity is considered as separate line item.

iv) The difference between the cost of investment in the subsidiaries, and the net assets at thetime of acquisition of shares is recognized in the financial statements as goodwill or capitalreserve, as the case may be.

v) Minority interest in the net assets of consolidated subsidiaries consists of the amount ofequity attributable to the minority shareholders at the dates on which investments are madeby the company in subsidiary companies and further movements in their share in the equity,subsequent to the dates of investments.

4. RECOGNITION OF INCOME/EXPENDITURE

A) Consultancy Contracts

a) On completion of respective activity, where the Contract envisages activity wise completion.

b) 90% of the contract value on submission of report and balance 10% on its acceptance.

c) For incomplete activities, the project expenditure is adjusted on pro-rata basis through work-in-progress.


B) Service Contracts

In the case of service contracts on the basis of actual period of services rendered up to the end ofyear by correlating expenditure incurred there- against.

C) Trade Income

Trade income is accounted for on the basis of sales bills raised subject to completion of sales.

D) Turnkey Projects (Including cost plus contracts)

Where contract for works and material is one unit and for works in other contracts, by takingproportion that costs to date bear to the latest estimated total cost through work in progress includingtotal attributable profits.

In evaluating Work-in-Progress, agency commission, sponsorship fee and borrowing costs beingspecific for the contract are included in the cost while HO expenses which include Bonus,Productivity Linked Reward etc. and local Income Tax abroad are not considered for the purposeof costs incurred and total estimated costs.

E) Build-Operate-Transfer (BOT) projects:

i) Revenue relatable to construction services rendered in connection with BOT projectsundertaken by the company is recognized during the period of construction using percentagecompletion method.

ii) Revenue relatable to toll collections of such projects from users of facilities is accountedwhen the amount is due and recovery is certain.

iii) License fees for way-side amenities are accounted on accrual basis.

Notes:

a) Where a contract for supply of material and for works is not a single unit, revenue for supplyof material is accounted for as trading income in accordance with 4(C) while the works areaccounted for in accordance with turnkey project under 4(D) above.

b) In case of a contract for supply of material and services, income from supply of material istaken under 4(C) while for services income is taken under 4 (B) as service contract.

E) Services Revenues

In the case of service providing joint venture company, services revenues include amounts invoicedfor usage charges, fixed monthly subscription charges, roaming charges, activation fees, processingfee and fees for value added services (VAS). Services revenues also include revenues associatedwith access and interconnection for usage of the telephone network of other operators for local,domestic long distance and international calls and data messaging

F) In case of UTL, a joint venture company, revenue from lease of Wireless Terminal is recognizedon cash basis including the upfront payment.

H) In case of ICSIL, a joint venture company the income for manpower supply and the License Feefrom Franchisees, the income is accounted for on case basis.

5. PROVISION FOR WARRANTY / MAINTENANCE PERIOD EXPENSES

(a) On completion of the contract or when warranty period commences in terms of contracts forprojects covered under 4(D), provision is made for warranty period / maintenance expenseson specific basis as estimated. The excess provision created in earlier years is written backthrough "Other Income" after completion of the warranty period.


(b) On Supplies covered under 4(C), provision is made for warranty period /maintenanceexpenses on specific basis as estimated. The excess provision created in earlier years, if any,is written back through "Other Income" after completion of the warranty period .

6. PROJECT JOINT VENTURE

In case of Project Joint Venture, not being subsidiaries of the Company or separate entity butjointly controlled with another entity, proportionate share of assets, liabilities, income andexpenditure are taken in the company's Profit & Loss Account and Balance Sheet and are shownseparately.

7. LICENCE FEES

In UTL, a joint venture company, as per agreement reached between the Company and the NepalTelecommunications Authority, the Company is licensed to operate basic telephone service inNepal. The license fee of Rs.100,000,000 paid earlier for operating licence for 10 years is amortizedover the remaining part of 10 years following the date of commencement of commercial operations.

8. INVESTMENT

In case of service providing joint venture company Current investments are valued at lower ofcost and fair market value determined on individual basis.

Investments in ventures in India or outside india are classified as long term investments and aretranslated at their original rupee cost. Where the investments are quoted in stock exchange and arebeing quoted at less than the cost price for last thirty six months, in such cases it is being treated asa permanent decline in the cost of the investment and are being accounted for at reduced value. Onappreciation in the market price, these investments are valued upto the cost .

In cases of unquoted investments, if there is a decline in the performance of the company for thirtysix months, the investment are shown at the reduced value. On improvement of performance,these investments are valued upto the cost"

9. ACCOUNTING OF LEASES

(i) Where the company is the lessor

a) Financial Lease

Leased asset given under financial leases recognised as receivable at an amount equal to netinvestment in the lease. Amount received towards lease payment is treated as the paymentof principle and finance income. Recognition of finance income is based on pattern reflectinga constant periodic rate of interest on the net investment of the lessor outstanding in respectof the financial lease.

b) Operating Lease

Leased asset given under operating lease is shown in the Balance Sheet under fixed assets.Lease income is recognised in the statement of Profit & Loss on the Straight Line basis overlease term

(ii) Where the Company is the Lessee

In the case of service providing joint venture company:

a) Lease Rentals with respect to assets taken on operating lease are charged to the Profit andLoss Account on a straight line basis over the lease term.

b) Assets acquired on 'Finance Lease' which transfer risk and rewards of ownership to theCompany are capitalized as assets by the Company at the lower of fair value of the leased


property or the present value of the related lease payments or where applicable, estimatedfair value of such assets.

c) Amortization of capitalized leased assets is computed on the Straight Line Method over theuseful life of the assets. Lease rental payable is apportioned between principal and financecharge using the internal rate of return method. The finance charge is allocated over the leaseterm so as to produce a constant periodic rate of interest on the remaining balance of liability.

10. STORES, SPARES, STOCK-IN-TRADE AND WORK IN PROGRESS

a) Stores and spares including uninstalled stores and spares are valued at cost. Cost is ascertainedon First-In-First Out (FIFO) basis.

b) Stock-in-trade is valued at lower of cost or realizable value.

c) Loose tools are charged in the year of purchase.

d) On completion of project abroad when no new project is anticipated in that country andassets / stores are not required during Warranty period also, Assets/Stores are discarded anddeclared as scrapped and valued at one unit each of the respective currency till its disposal.

e) Work in progress for contracts for which revenue recognition is as per Accounting Policypara 4 D is valued at cost plus attributable profit.

11. INTANGIBLE ASSETS AND AMORTISATION-BOT PROJECTS

i) Toll collection rights obtained as concessionaire or rendering construction services representthe right to collect toll revenue during the concession period in respect of BOT projectsundertaken by the company. Toll collection rights are capitalized as intangible assets uponcompletion of the project at the cumulative construction costs including related margins asgiven in Accounting Policy 4(E) plus obligation towards negative grants payable, if any. Tillcompletion of the project, the same is recognized as capital work-in-progress.

ii) Toll collection rights (Intangible Assets) are amortized in proportion to actual revenue forthe year to total Projected Revenue from the Intangible assets as provided to the projectLender at the time of Financial closure/agreement and as revised at the end of each financialyear based on revised Projected total revenue for the total concession period.

iii) Administrative and other general overhead expenses that are attributable to acquisition ofintangible assets are allocated as a part of cost of the intangible assets.

12. TRANSLATION OF FOREIGN CURRENCIES

(A) INTEGRAL FOREIGN OPERATIONS;

Transaction of currencies of overseas projects/ branches are done as under : -

(a) Revenue Expenditure At the average of weekly average of opening andclosing rates. Where weekly rates are not available,average of monthly opening and closing ratesor available rates.

(b) Depreciation of Fixed Assets At the rates used for translation of respectiveFixed Assets.

(c) Fixed Assets At the exchange rate at the date of purchase. In caseof non-availability of rates of exchange at the date ofpurchase, available rates in the month of purchase.

(d) Inventories including At rates prevailing at the end of the year.Work-in-Progress


(e) Other Assets and Liabilities At the exchange rates prevailing at the end of the year.

(f) Remittance from foreign At the actual exchange rate at which foreign currenciescountries and foreign currency converted and currencies purchased in Indiapurchased in India.

(g) Others All other foreign currency transactions are accountedfor at the rates prevailing on the dates of the transactionsat project/branch or at Headquarter.

Net difference resulting from the translation of currencies is recognised as income orexpenditure.

(B) Foreign currency assets At year end rates and liabilities other thanfor projects/branches

(C) Forward Exchange Contracts In case of forward exchange contracts the premium/discount arising at the inception of the contract isamortized as expenses or income over the period ofthe forward exchange contract. Similarly, exchangedifference on such contract is recognized in the profitand loss account in the year when the exchange ratechanges. Any profit or loss arising on cancellation/renewal of forward contract is recognized as incomeor expense during the year.

13. BORROWING COSTS

Borrowing costs that are attributable to the acquisition, construction or production of qualifyingassets are capitalized as part of cost of such asset. A qualifying asset is an asset that necessarilyrequires a substantial period of time to get ready for its intended use or sale. All other borrowingcosts are being consistently recognised as an expense in the period in which they are incurred. Forturnkey projects, however, the specific borrowing cost of the project is included in the accumulatedcost (Policy 4 D).

14. CONTRACT COMPLETION

Revenue on turnkey jobs is recognised as per Accounting Policy 4 D. The contract is consideredas completed when the last job in the contract is completed and the maintenance / warranty periodcommences.

15. FIXED ASSETS

In case of service providing joint venture company, fixed assets are stated at cost of acquisitionand subsequent improvements thereto, including taxes, duties (net of CENVAT credit), freight andother incidental expenses related to acquisition and installation. Capital work-in-progress is statedat cost.

The fixed component of License Fee payable by the company upon migration to the NationalTelecom Policy (NTP 1999), i.e. entry fee has been capitalized as an intangible asset.

16. DEPRECIATION ON TANGIBLE ASSETS IN INDIA AND ABROAD

i. Leasehold land and buildings are amortized over the period of lease.

ii. Depreciation on Fixed Assets other than leasehold land and buildings is provided on 'Straightline method' at the rates and basis provided in Schedule XIV of the Companies Act, 1956.For fixed assets purchased after 16.12.1993, revised depreciation rates have been applied.Capital items valuing less than Rs.5000/- each are charged in the year of purchase.


iii. In case of service providing joint venture company, depreciation is provided using StraightLine Method as per the useful lives of Assets; or at the rates prescribed under Schedule XIVof the Companies Act, 1956, whichever is higher. The assets' residual values and usefullives are reviewed at each financial year end or there are indicators for review, and adjustedprospectively. Land is not depreciated. Estimated useful lives of the assets are as follows:-

Useful Lives Rate of Depreciation per annum

Leasehold land Period of lease

Building 20 years

Building on Lease Land 20 years

Office equipment 5 years/2 years

Computer / Software 3 years

Vehicles 5 years

Furniture & Fixtures 5 years

Plant & Machinery 3 - 20 years

Leasehold Improvements Period of lease or 10 yearswhichever is less.

Fixed Assets costing Rs. 5 Thousand ( Other than identified CPE are being fully depreciatedwithin one year from the date of acquisition.

iv) Intangible Assets.

Identifiable intangible assets are recognized when the company control the assets. It isprobable that future economic benefits attributed to the assets will flow to the company andthe cost of the assets can be reliably measured.

Payment for bandwidth capacities are classified as pre-payments in services arrangementsor under certain conditions as an acquisition of a right. In the latter cases it is accounted foras intangible assets and the cost is amortized over the period of the agreements

Acquired licenses (Including Spectrum) are initially recognized at cost. Subsequently licensesare measured at cost less accumulated amortization and accumulated impairment loss, ifany. Amortization is recognized in the statement of profit and loss on straight line basis overthe unexpected period of the license commencing from the date when the related network isavailable for the intended use in the respective jurisdiction and is disclosed under depreciationand amortization.

In case of UTL, a joint venture company, fixed assets are provided with periodic depreciationat the rates and methods mentioned below.

Depreciation on telecom machinery and equipments are provided on Straight line Method(SLM) @ of 10%.

● Telecom Equipments procured/commissioned during the year are provided depreciation atthe above rates proportionate to the period as specified by the Income Tax Act 2058 (Nepal).

● Depreciation on other Fixed Assets is provided on Straight Line Method (SLM) @ of 10%and methods specified in the Income Tax Act 2058 (Nepal).

● Assets costing up to Rs.1000 (Nepali Rupee) each are fully depreciated in the year of purchase.

● Cost of Wireless Terminals issued for own use is written off over a period of 5 years.(UTL)


17. CAPITAL SUBSIDY/ GRANTS

a) Grants received/receivable from the Government or other authorities towards capitalexpenditure are adjusted from the assets constructed proportionately on capitalization .

b) Grants received/receivable from the Government or other authorities towards revenueexpenditure are credited in the profit & loss statement under the head "Other Income".

18. TAXATION

a) Taxation comprises of Current Tax and Deferred Tax charge or credit.

b) Provision for Current Taxes is made as per provisions of Tax Laws prevailing in India andabroad and based on decisions of Appellate Authorities.

c) Deferred tax resulting from timing difference between book profit and taxable profit isaccounted for using the tax rates and tax laws that have been enacted or substantially enactedon balance sheet date. Deferred tax asset is recognized and carried forward to the extent thatthere is reasonable certainty that sufficient future taxable income will be available.

19. AGENCY TRANSACTIONS

a) Agency / Sponsorship fee is paid on realisation of bills / receipt of advance payment. It isaccounted for on accrual basis.

b) In respect of projects in some countries, business is transacted through Agents/JV Companies.Assets and liabilities in the name of such Agents / JV Companies are shown as assets andliabilities of the company under natural heads of accounts. This is being done as the companyis principal and responsible for execution and profit/ loss of the project and the routing oftransaction through Agents/JV companies is as per requirement of law and contract in thesecountries.

20. PRIOR PERIOD ADJUSTMENTS

a) Prior period adjustments are those adjustments which are arising from correction of errors oromissions and as such are shown separately in the notes annexed to and forming part of accounts.However, items of Income/Expenditure exceeding Rs. 1.00 Lakh are considered for being treatedas prior items.

b) Extra-ordinary items are those material adjustments necessitated by circumstances which thoughrelated to prior periods are determined in the current period and as such are shown separately inthe notes annexed to and forming part of Accounts.

21. LIQUIDATED DAMAGES / CLAIMS

Liquidated damages/ claims deducted by customer or the company are considered on admittancebasis and accounted for in miscellaneous expenses/income.

22. ACCOUNTING FOR BAD & DOUBTFUL DEBTS AND ADVANCES

a) In the case of Company Provision is made for Debtors, which are outstanding for more thanfive years in respect of private clients which are not covered by ECGC / correspondingcreditors and in respect to which no legal / arbitration case is pending. In other cases,Provision is made where the management feels that the amount has become doubtful ofrecovery. Amounts are written off when the efforts for recoveries have failed either due tolocal conditions in projects, legal process or where it is considered litigation will not befruitful and recovery is not possible.


b) However, The service providing joint venture company provides amounts outstanding formore than 90 days in case of active subscribers and for entire outstanding from de-activatedcustomers net of security deposits or in specific cases where management is of the view thatthe amounts for certain customers are not recoverable.

Provision for doubtful debts, in case of Site Infrastructure sharing and roaming debtors ismade for dues outstanding for more than 90 days from the date of billing after consideringany amount payable to that operator pertaining to the same period, other than wheremanagement is of the view that the amounts are recoverable.

Provision for doubtful debts, in case of Other Telecom Operators on account of InterconnectUsage Charges (IUC), is made for dues outstanding for more than 120 days from the date ofbilling after considering any amount payable to that operator pertaining to the same period,other than where management is of the view that the amounts are recoverable.

23. EMPLOYEE'S BENEFITS

(i) Gratuity

Liability for payment of gratuity to employees rest with "TelecommunicationsConsultants India Limited Group Gratuity Trust " which has taken a Group Gratuity cum LifeAssurance Policy from Life Insurance Corporation of India. Amount paid / payable for keepingthe said policy in force based upon actuarial valuation is charged to Profit and Loss Account.

ii) Retirement Medical Benefits

Liability on account of post retirement medical benefits to employees is provided on thebasis of actuarial valuation.

iii) Provident Fund and Employees' State Insurance Schemes

In case of service providing joint venture company all employees of the company are entitledto receive benefits under the Provident Fund which is a defined contribution plan. Both theemployee and employer make the monthly contributions to the plan at a pre-determined rate(presently 12%) of the employees' basic salary. These contributions are made to the fundadministered and managed by the Government of India. In addition, some employees of theCompany are covered under the Employee's State Insurance Schemes, which are also definedcontribution schemes recognized and administered by the Government of India.

The Company's contributions to both these schemes are expensed in the Profit and LossAccount. The Company has no further obligations under these plans beyond its monthlycontributions.

iv) Leave Encashment

The company has provided for the liability at year end on account of un-availed earnedleave as per the actuarial valuation as per the Projected Unit Credit Method

24. LIABILITIES/ CONTINGENT LIABILITIES

Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of thematter involved.

25. PREPAID EXPENSES

Prepaid expenses up to Rs. 25,000/- are treated as expenditure of the current year and charged tothe natural heads of account.

26. MISCELLANEOUSi. Claims for interest on overdue receivables is accounted for on admittance.

ii. Claims for Market Development Assistance and Insurance claims are accounted onadmittance.


STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT,1956 RELATING TO SUBSIDIARY COMPANY

1. Name of Subsidiary Company Intelligent CommunicationSystems India Ltd.

2. (a) Issued, subscribed and Paid -Up 1,00,000 Equity Shares of R 100/- eachCapital of Subsidiary Co.

(b) Holding Company's Interest 36,000 Equity Shares of R 100/- each

3. Financial Year of Subsidiary Company ended on. 31st March 2013

4. Net aggregate amount of the SubsidiaryCompany's Profit/ Losses not dealt within the Holding Company's accounts.

(1) For the subsidiary Company's R 142.50 lakhsfinancial year 31st March, 2013

(2) For its previous financial year's R 618.59 lakhsyear's Cumulative total

TOTAL (as on 31.03.2013) R 761.09 lakhs

5. Net aggregate amount of SubsidiaryCompany's Profit/ Losses dealt within Holding Company's Accounts.

(1) For the Subsidiary Company's NILaforesaid financial year.

(2) For the previous financial year NIL

K. Raghavan A.K. Duggal A.K. Gupta Vimal WakhluCompany Secretary Executive Director (F&A) Director (Finance) Chairman & Managing Director



1. Name of Subsidiary Company TCIL Bina Toll Road Ltd.

2. (a) Issued, subscribed and Paid-Up 50,000 Equity Shares of R10/- eachCapital of Subsidiary Co.

(b) Holding Company's Interest 50,000 Equity Shares of R10/- each

3. Financial Year of Subsidiary Company ended on. 31st March 2013


(1) For the subsidiary Company's (R 14.33 Lakhs)financial year 31st March, 2013

(2) For its previous financial year's Nilyear's Cumulative total

TOTAL (as on 31.03.2013) (R 14.33 Lakhs)

5. Net aggregate amount of SubsidiaryCompany's Profit/ Losses dealt with inHolding Company's Accounts.






1. Name of Subsidiary Company Tamilnadu Telecommunications Ltd.

2. (a) Issued, subscribed and Paid-Up 4,56,76,200 Equity Shares of R10/- eachCapital of Subsidiary Co.

(b) Holding Company's Interest 2,23,83,700 Equity Shares of R10/- each

3. Financial Year of Subsidiary 31st March 2013Company ended on.


(1) For the subsidiary Company's (R 848.49 Lakhs)financial year 31st March, 2013

(2) For its previous financial year's (R 6659.24 Lakhs)year's Cumulative total

TOTAL (as on 31.03.2013) (R 7507.73 lakhs)







1. Name of Subsidiary Company TCIL Oman LLC

2. (a) Issued, subscribed and Paid-Up 1,50,000 Equity Shares of OR 1 each.Capital of Subsidiary Co.

(b) Holding Company's Interest 1,05,000 Equity Shares of OR 1 each

3. Financial Year of Subsidiary Company ended on. 31st December 2012


(1) For the subsidiary Company's OR 268 equivalent INR 37929/-financial year 31st December, 2012

(2) For its previous financial year's OR 1023 equivalent INR 123685/-Cumulative total

TOTAL (as on 31.12.2012) OR 1291 equivalent INR 161614/-






Information under section 212(5) of the Companies Act, 1956, where the financial year (year ended31.12.12) of subsidiary (TCIL Oman LLC) referred to in Sub-Section (2) do not coincide with thefinancial year (year ended 31.03.13) of the holding company (TCIL)

Name of the Subsidiary TCIL Oman LLC

(a) Whether there has been any, and, if so, what change Noin the holding company's interest in the subsidiarybetween the end of the financial year of thesubsidiary and the end of the holding company'sfinancial year;

(b) details of any material changes which have occurredbetween the end of the financial year of thesubsidiary and the end of the holding company'sfinancial year in respect of

(i) the subsidiary's fixed assets; NA

(ii) the investments; NA

(iii) the moneys lent by it; NA

(iv) the moneys borrowed by it for any purpose NAother than that of meeting current liabilities.



STA

TE

ME

NT

PU

RSU

AN

T T

O S

EC

TIO

N 2

12(8

) O

F T

HE

CO

MPA

NIE

S A

CT

, 195

6 R

EL

AT

ING

T

O S

UB

SID

AR

YC

OM

PAN

IES

FO

R T

HE

YE

AR

EN

DE

D M

AR

CH

31,

201

3.

K. R

agha

van

A.K

. Dug

gal

A.K

. Gup

taV

imal

Wak

hlu

Com

pany

Sec

reta

ryE

xecu

tive

Dir

ecto

r (F

&A

)D

irec

tor

(Fin

ance

)C

hair

man

& M

anag

ing

Dir

ecto

r

3N

et A

ggre

gate

am

ount

of

Prof

it/ L

oss

of t

he s

ubsi

diar

y C

ompa

ny:

a)C

apita

l1,

00,0

0,00

045

,67,

62,0

002,

11,5

0,00

05,

00,0

00

b)R

eser

ve7,

32,8

9,30

2(6

4,29

,62,

368)

1,69

,905

(14,

33,2

10)

c)To

tal A

sset

s40

,46,

50,8

0840

,07,

49,0

282,

14,3

1,01

3-

d)To

tal

Lia

bilit

ies

32,1

3,61

,506

58,6

9,49

,396

1,11

,108

9,33

,210

e)D

etai

ls o

f In

vest

men

t (E

xcep

t in

case

of

inve

stm

ent

in t

he s

ubsi

diar

y)-

--

-

(f)

Tur

nove

r52

,72,

11,5

0516

,33,

52,6

3988

,921

-

(g)

Prof

it/ L

oss

bef

ore

Taxa

tion

2,36

,28,

466

(8,4

8,49

,176

)37

,929

(14,

33,2

10)

(h)

Prov

isio

n fo

r Ta

xatio

n93

,78,

353

--

-

(i)

Prof

it / L

oss

afte

r Ta

xatio

n1,

42,5

0,11

3(8

,48,

49,1

76)

37,9

29(1

4,33

,210

)

(j)

Prop

osed

Div

iden

d20

,00,

000

--

-

1N

ame

of S

ubsi

diar

y C

ompa

nyIN

TE

LL

IGE

NT

TA

MIL

NA

DU

TC

IL O

MA

NT

CIL

BIN

AC

OM

MU

NIC

AT

ION

TE

LE

CO

MM

UN

I-L

LC

TO

LL

RO

AD

SYST

EM

S IN

DIA

CA

TIO

NS

LT

D.

LT

D.

LT

D.(

ICSI

L)

(T

TL

)

2C

ount

ry o

f I

ncor

pora

tion

IND

IAIN

DIA

OM

AN

IND

IA


Comments of the Comptroller and Auditor General of India under Section 619 (4) of theCompanies Act, 1956 on the accounts of Telecommunications Consultants India Limitedfor the year ended 31 March 2013.

The preparation of financial statements of TCIL for the year ended 31 March 2013 in accordance withfinancial reporting framework prescribed under the Companies Act, 1956 is the responsibility of theManagement of the Company. The Statutory Auditor appointed by the Comptroller and Auditor Generalof India under Section 619(2) of the Companies Act, 1956 is responsible for expressing opinion on thesefinancial statements under Section 227 of the Companies Act, 1956 based on independent audit inaccordance with the Standards on Auditing prescribed by their professional body the Institute of CharteredAccountants of India. This is stated to have been done by them vide their Audit Report dated 29 August2013.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary auditunder Section 619(3)(b) of the Companies Act, 1956 of the financial statements of TCIL for the yearended 31 March 2013. The supplementary audit has been carried out independently without access tothe working papers of the Statutory Auditor and is limited primarily to inquiries of the Statutory Auditorand Company personnel and a selective examination of some of the accounting records. On the basis ofmy audit nothing significant has come to my knowledge which would give rise to any comment upon orsupplementary to Statutory Auditor's Report under Section 619(4) of the Companies Act, 1956.

For and on the behalf of theComptroller and Auditor General of India

(R.B.SINHA)Director General of Audit (P&T)

Place : DelhiDate : 16 September 2013


Notes

Telecommunications Consultants India Limited(A Government of India Enterprise)

TCIL Bhawan, Greater Kailash-I, New Delhi-110048 (India)

Tel. : +91-11-26202020, Fax : +91-11-26242266

E-mail : [email protected]

IS/ISO 9001 : 2008 IS/ISO 9001 : 2008

Des

ign

ed &

Pri

nte

d a

t : V

iba

Pre

ss P

vt.

Ltd

., 9

81

00

49

51

5

NMS, 9.3m antenna and Operations centre at VSAT HUB Station in Senegal, Africa

2012-2013 Annual Report in English

Documents

Transcript of 2012-2013 Annual Report in English