a. Current Tax: Provision is made for incometax, under the tax payable method, basedon the liability as computed after takingcredit for allowances, exemptions, and MATcredit entitlement for the year. Adjustmentsin books are made only after the completionof the assessment. In case of matters underappeal, due to disallowances or otherwise, fullprovision is made when the Company acceptsthe said liabilities.
Current income tax relating to items recognisedoutside profit or loss is recognised outside profitor loss (either in other comprehensive incomeor in equity). Current tax items are recognisedin correlation to the underlying transactioneither in OCI or directly in equity. Managementperiodically evaluates positions taken in thetax returns with respect to situations in whichapplicable tax regulations are subject tointerpretation and establishes provisions whereappropriate. The Company offsets current taxassets and current tax liabilities and presentsthe same on net basis, if and only if it has alegally enforceable right to set off current taxassets and current tax liabilities.
b. Deferred tax: Deferred tax is recognised ondifferences between the carrying amountsof assets and liabilities in the balance sheetand the corresponding tax bases used in thecomputation of taxable profit and thereaftera deferred tax asset or deferred tax liability isrecorded for temporary differences, namely thedifferences that originate in one accountingperiod and reverse in another. Deferred taxis measured based on the tax rates and tax
laws enacted or substantively enacted at theBalance Sheet date. Deferred tax asset isrecognized only to the extent that it is probablethat taxable profit will be available againstwhich the deductible temporary differences,and the carry forward of unused tax creditsand unused tax losses can be utilized. Carryingvalue of deferred tax asset is adjusted for itsappropriateness at each balance sheet date.Deferred tax relating to items recognisedoutside profit or loss is recognised outsideprofit or loss (either in other comprehensiveincome or in equity). Deferred tax items arerecognised in correlation to the underlyingtransaction either in OCI or directly in equity.
The Company offsets the deferred tax assetsand deferred tax liabilities and presents thesame on net basis, if the deferred tax assetsand deferred tax liabilities relate to incometaxes levied by the same tax authority.
The Company is engaged only in business ofproviding “Network Services” and as such there areno separate reportable segments.
Provisions are recognised when the Company hasa present obligation (legal or constructive) as aresult of a past event. It is probable that an outflowof resources embodying economic benefits willbe required to settle the obligation and a reliableestimate can be made of the amount of the obligation.If the effect of the time value of money is material,provisions are discounted using equivalent periodgovernment securities interest rate. Unwinding ofthe discount is recognised in the statement of profitand loss as a finance cost. Provisions are reviewedat each balance sheet date and are adjusted toreflect the current best estimate.
Contingent liabilities are disclosed when there isa possible obligation arising from past events, theexistence of which will be confirmed only by theoccurrence or non-occurrence of one or moreuncertain future events not wholly within the controlof the Company or a present obligation that arisesfrom past events where it is either not probable thatan outflow of resources will be required to settle ora reliable estimate of the amount cannot be made.Information on contingent liability is disclosed in theNotes to the Financial Statements.
Contingent assets are not recognised. However,when the realisation of income is virtually certain,then the related asset is no longer a contingentasset, but it is recognised as an asset.
a. Borrowing costs, less any income on thetemporary investment out of those borrowings,that are directly attributable to acquisition ofan asset that necessarily takes a substantialperiod of time to get ready for its intendeduse are capitalized as a part of the cost of thatasset.
Borrowing costs consist of interest and othercosts that an entity incurs in connectionwith the borrowing of funds. Interest incomeearned on the temporary investment ofspecific borrowings pending their expenditureon qualifying assets is deducted from theborrowing costs eligible for capitalisation.Borrowing cost also includes exchangedifferences to the extent regarded as anadjustment to the borrowing costs.
b. Other borrowing costs are recognized asexpense in the period in which they areincurred.
Company as a lessee:
The Company has adopted Ind AS 116 on leasesbeginning April 1, 2019, using the modifiedretrospective approach.
The Company's lease asset classes primarily consistof leases for buildings. The Company assesseswhether a contract is or contains a lease, at inceptionof a contract. A contract is, or contains, a lease if thecontract conveys the right to control the use of anidentified asset for a period of time in exchange forconsideration. To assess whether a contract conveysthe right to control the use of an identified asset, theCompany assesses whether:
(i) the contract involves the use of an identifiedasset
(ii) the Company has substantially utilized all ofthe economic benefits from use of the assetthrough the period of the lease and
(iii) the Company has the right to direct the use ofthe asset.
At the date of commencement of the lease, theCompany recognises a right-of-use asset (“ROU”)and a corresponding lease liability for all leasearrangements in which it is a lessee, except forleases with a term of twelve months or less (short—term leases) and leases of low value assets. Forthese short-term and leases of low value assets,the Company recognises the lease payments as anoperating expense on a straight-line basis over theterm of the lease.
The right-of-use assets are initially recognised atcost, which comprises the initial amount of the leaseliability adjusted for any lease payments made at orprior to the commencement date of the lease plusany initial direct costs less any lease incentives.They are subsequently measured at cost less theaccumulated depreciation thereon and impairmentlosses, if any. Right-of-use assets are depreciatedfrom the commencement date on a straight-linebasis over the shorter of the lease term and usefullife of the underlying asset.
The lease liability is initially measured at the presentvalue of the future lease payments. The leasepayments are discounted using the interest rateimplicit in the lease or, if not readily determinable,using the incremental borrowing rates. The leaseliability is subsequently remeasured by increasingthe carrying amount to reflect interest on the leaseliability, reducing the carrying amount to reflect thelease payments made.
A lease liability is remeasured upon the occurrenceof certain events such as a change in the lease termor a change in an index or rate used to determinelease payments. The remeasurement normally alsoadjusts the leased assets.
Lease liability and ROU asset have been separatelypresented in the Balance Sheet and lease paymentshave been classified as financing cash flows.Company as a lessor:
Leases for which the Company is a lessor isclassified as a finance or operating lease. Wheneverthe terms of the lease transfer substantially all therisks and rewards of ownership to the lessee, thecontract is classified as a finance lease. All otherleases are classified as operating leases.
For operating leases, rental income is recognized ona straight line basis over the term of the relevantlease.
Convertible preference shares are separated intoliability and equity components based on the termsof the contract.
On issuance of the convertible preference shares,the fair value of the liability component is determinedusing a market rate for an equivalent non¬convertible instrument. This amount is classifiedas a financial liability measured at amortised cost(net of transaction costs) until it is extinguished onconversion or redemption.
The remainder of the proceeds is allocated to theconversion option that is recognised and includedin equity since conversion option meets Ind AS 32criteria for fixed to fixed classification. Transactioncosts are deducted from equity, net of associated
income tax. The carrying amount of the conversionoption is not remeasured in subsequent years.Transaction costs are apportioned between theliability and equity components of the convertiblepreference shares based on the allocation ofproceeds to the liability and equity componentswhen the instruments are initially recognised.
Cash and cash equivalents comprise cash at bankand in hand, cheques in hand and deposits withbanks having maturity period less than three monthsfrom the date of acquisition, which are subject to aninsignificant risk of changes in valueFor the purpose of statement of cash flows, cash andcash equivalents consist of cash and short-termdeposits as defined above net of outstanding bankoverdrafts as they are considered an integral part ofthe Company's cash Management policy.
The earnings considered in ascertaining theCompany's Earnings Per Share (EPS) is the netprofit/ (loss) after tax. The number of shares usedin computing basic EPS is the weighted averagenumber of shares outstanding during the period/year. The diluted EPS is calculated on the samebasis as basic EPS, after adjusting for the effects ofpotential dilutive equity shares unless the effect ofthe potential dilutive equity shares is anti-dilutive.
20. Non-current assets held for sale / discontinuedoperations / Liabilities directly associated withassets classified as held for sale:
The Company classifies non-current assets asheld for sale/ discontinued operations if theircarrying amounts are recovered principally througha sale rather than through continuing use. Actionsrequired to complete the sale should indicate thatit is unlikely that significant changes to the salewill be made or that the decision to sell will bewithdrawn. Management must be committed tothe sale expected within one year from the date ofclassification.
For these purposes, sale transactions includeexchanges of non-current assets for other non¬current assets when the exchange has commercialsubstance. The criteria for held for sale classificationis regarded met only when the assets are availablefor immediate sale in its present condition, subjectonly to terms that are usual and customary for salesof such assets, its sale is highly probable; and it willgenuinely be sold, not abandoned. The Companytreats sale of the asset to be highly probable when:
• The appropriate level of Management iscommitted to a plan to sell the asset,
• An active programme to locate a buyer andcomplete the plan has been initiated (ifapplicable),
• The asset is being actively marketed for saleat a price that is reasonable in relation to itscurrent fair value,
• The sale is expected to qualify for recognitionas a completed sale within one year from thedate of classification, and
• Actions required to complete the plan indicatethat it is unlikely that significant changes tothe plan will be made or that the plan will bewithdrawn.
Non-current assets held for sale are measured at thelower of their carrying amount and the fair value lesscosts to sell. Assets and liabilities classified as held forsale are presented separately in the balance sheet.
Property, plant and equipment and intangible assetsonce classified as held for sale to owners are notdepreciated or amortised.
A discontinued operation is a component of an entitythat either has been disposed of, or is classified asheld for sale, and:
• Represents a separate major line of businessor geographical area of operations,
• Is part of a single co-ordinated plan todispose of a separate major line of business orgeographical area of operations
Or
• Is a subsidiary acquired exclusively with a viewto resale
Discontinued operations are excluded from the resultsof continuing operations and are presented as a singleamount as profit or loss after tax from discontinuedoperations in the statement of profit and loss.
3.1 Deemed cost of leasehold building includes subscription towards share capital of co-operative societies amounting to' 2,750/- (Previous Year ' 2,750/-)
3.2 For lien and charge on the above assets refer Note 22
3.3 In accordance with the Indian Accounting Standard (Ind AS 36) on “Impairment of Assets” the Management is required to carryout an exercise of identifying assets that may have been impaired.
However, in the opinion of the Management, the fixed assets of the Company comprise of leasehold building and not cashgenerating units as stated in the said accounting standards and there is no impairment of any of the fixed assets.
3.4 Refer Note 51 for net book value of vehicles
The Company has equity shares with face value of ' 10/- per share and the shareholders have all the rights asavailable to equity shareholders with voting rights as per the provisions of Companies Act, 2013, read together with theMemorandum and Articles of Association of the Company.
The Company has only one class of preference share, having face value of ' 10/- per share allotted to GTL InfrastructureLimited (GIL). In terms of the issue, GIL (OCPS holder) had right to convert OCPS into equity shares from the expiry of 6months from the date of allotment till 18 months of the date of allotment. However, GIL has opted for non-conversion ofOCPS into equity shares.
After the expiry of a period of 6 months from the Allotment Date, the OCPS may at the Option of the Company beredeemed at any time prior to the expiry of 20 years from the date of the allotment, in part or in full, after providing aprior written notice of 30 days to GIL. As agreed by the OCPS holder, the original term providing Yield to Maturity of 8%by way of redemption premium has been repealed by the Board.
The OCPS carry a dividend of 0.01 % per annum, payable on a cumulative basis on the date of conversion / redemptionas the case may be. Any declaration and payment of dividend shall at all times be subject to the availability of Profits andthe terms of the restructuring of the debts under the Corporate Debt Restructure (CDR) Mechanism, unless otherwiseagreed by the CDR Lenders. Further, in the event of inability of the Company to declare / pay dividend due to non¬availability of Profits / pursuant to the terms of restructuring, the dividend may be waived by GIL. Other than as permittedunder applicable laws, GIL will not have a right to vote at the Company's General Meetings.
In the event of winding-up of the Company, the OCPS holder will be entitled to receive in proportion to the number ofshares held at the time of commencement of winding-up, any of the remaining assets of the Company, if any, afterdistribution to all secured creditors and their right to receive monies out of the remaining assets of the Company shallbe reckoned pari-passu with other unsecured creditors, however, in priority to the equity shareholders. The OCPS holdershall have such rights as per the provisions of Companies Act, 2013, read together with Memorandum and Articles ofAssociation of the Company.
Capital Redemption Reserve : This Reserve is created under Section 69 of the Companies Act, 2013 by transferring anamount equal to the nominal value of shares bought back by the Company. This is permitted to be used for issuing fully paidbonus shares.
Securities Premium Account : Premium collected on issue of securities is accumulated as a part of Securities PremiumAccount. Utilisation of such premium is restricted by the Companies Act, 2013.
Debenture Redemption Reserve : Additional Debenture Redemption Reserve is not created as the said requirement hasbeen dispensed with in terms of the amendment to Companies (Share Capital and Debentures) Rule 2014.
General Reserve : General Reserve forms part of the retained earnings and is permitted to be distributed to shareholders asdividend.
Balance in Statement of Profit and Loss : This represents profits remaining after all appropriations. This is a free reserveand can be used for distribution as dividend.
I) Security created in favor of CDR Lenders :
a) A first charge and mortgage on all immovable properties, present and future (Also refer Note 22.2 below);
b) A first charge by way of hypothecation over all movable assets, present and future (Also refer Note 22.2 below);
c) A first charge on the Trust and Retention Account and other reserves and any other bank accounts wherevermaintained, present & future;
d) A first charge, by way of assignment or creation of charge, over:
i. all the rights, titles, interest, benefits, claims and demands whatsoever in the Project Documents dulyacknowledged and consented to by the relevant counter-parties to such Project Documents, all asamended, varied or supplemented from time to time
ii. all the rights, titles, interest, benefits, claims and demands, whatsoever, in the Clearances
iii. all the rights, titles, interest, benefits, claims and demands, whatsoever, in any letter of credit, guarantee,performance bond provided by any party to the Project Documents;
iv. all the rights, titles, interest, benefits, claims and demands, whatsoever, in Insurance Contracts /proceeds under Insurance Contracts;
e) Pledge of all investments of the Company, except investment in Global Rural Netco Ltd (GRNL) which has sincebeen dissolved (Also refer Note 22.2 below);
f) Mr. Manoj G. Tirodkar, one of the promoters of the Company, has extended a personal guarantee. Theguarantee is limited to an amount of ' 394.28 Crores; and
g) Mr. Manoj G. Tirodkar and Global Holding Corporation Private Limited (GHC), promoters of the Company, haveexecuted Sponsor Support Agreement to meet any shortfall or expected shortfall in the cash flows towardsthe debt servicing obligations of the Company. As far as Mr. Manoj Tirodkar is concerned any liability arisingfrom this Sponsor Support Agreement along with any other Agreement including Personal Guarantee shall bealways capped at ' 394.28 Crores.
The personal guarantee and liability arising from Sponsor Support Agreement to be reduced to the extent ofexposure of lenders, on settlement by the Company. Accordingly, having settled the dues of nine original securedlenders, the Company has requested the Security Trustee to issue the confirmation / letter in respect of them.
II) Security offered to CDR Lender's pending creation of charge:
a) GHC (Promoter Group), along with its step down subsidiaries have to extend corporate guarantee; and
b) GHC has to pledge its holding in the Company.
III) Prior to the restructuring of the Company's debts under CDR Mechanism, the Company created security on certainspecified tangible assets of the Company in favour of Andhra Bank, Punjab National Bank, Union Bank of India, VijayaBank, IDBI Bank Limited, Bank of Baroda, UCO Bank, Indian Overseas Bank, Indian Bank, Canara Bank and Dena Bankfor their respective credit facilities other than term loans, aggregating in ' 1,572 Crores. In terms of CDR Documentsinter-alia Master Restructuring Agreement, the earlier charges are not satisfied by the Company after creation of newsecurity as stated in I above on account of non-issuance of NOC for satisfaction of charges by the lenders.
22.2 The lenders have sold 9 out of 10 immovable properties along with movable assets therein and invoked all investmentsreferred in Note 22.1(e).
22.3 While the petition for insolvency resolution process filed by one of the lenders before National Company Law Tribunal(“NCLT”) got dismissed vide its order dated November 18, 2022, on appeal by the said lender, the National Company LawAppellate Tribunal (“NCLAT”), vide its order dated October 25, 2024 has set aside the Order of the NCLT and remandedthe matter back to the NCLT for hearing afresh. The said matter is pending before the NCLT.
22.4 I n the meanwhile, based on the “In-Principle” approval for One Time Settlement (OTS) communicated by the Monitoringinstitution and individual sanctions, the Company has funded the Escrow Account maintained for the said purpose and settledthe dues of nine original secured lenders*, besides entering into 'Upside Sharing Agreement' with seven of them (excluding twoin process) for sharing 75% of the net recovery amount of Arbitration Proceedings amongst the lenders in the agreed proportion.* (apart from one settled earlier)
The Company is now awaiting the outcome of the Arbitration Proceedings and also the OTS sanctions from the rest ofthe lenders, while taking appropriate measures for resolution of NCLT and DRT related issues.
In view of this and Notes 22.2 and 22.3, the Company has neither paid nor provided interest on its borrowings during the year.
22.5 Thus, in view of creation of charge twice (prior and post CDR) as stated in Note 22.1.(III) above; indivisible natureof the securities offered to all the lenders; and the pendency of proceedings before NCLT, DRT, Arbitrators and otherlegal forums, the effect of the settlements in respect of part of the borrowing and discharge thereon shall be giveneffect to on the settlement of the dues / borrowings and discharges of all the lenders, who have jointly agreed for thesettlement.
22.6 Details of Interest accrued and due on borrowings comprises of:
a) Overdue Interest of' 502.79 Crores relating to the period March 2014 to March 2017 on amounts due to holdersof Rated Redeemable Unsecured Rupee Non-convertible Debentures;
b) Overdue Interest of ' 221.51 crores relating to the period for December 12, 2011 to March 31,2017 on ExternalCommercial Borrowings; the variation in the interest accrued amount as at 31 March, 2025 is on account ofexchange fluctuation;
c) Overdue Interest of ' 727.80 Crores relating to the period June 2014 to March 2017 on Secured Term Loan;
d) Overdue interest of ' 22.64 Crores relating to the period June 2014 to March 2017 on Secured Funded Interest
Term Loan;
e) Overdue interest of ' 23.00 Crores relating to the period September 2014 to March 2017 on Cash Credit facility;
f) Overdue interest of ' 20.27 Crores relating to the period November 2014 to March 2017 on dues towards BG Invocation.
22.7 Pursuant to the One Time Settlement (OTS) approved by some of the CDR lenders of the Company, the balance of' 162.85 crores in the Escrow Account maintained by the lenders has been adjusted against the outstanding dues toCDR lenders, as disclosed under Note 22 of the Financial Statements.
The preparation of the Company's financial statements requires Management to make judgements, estimates and assumptionsthat affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, and thedisclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that requirea material adjustment to the carrying amount of assets or liabilities affected in future periods.
In the process of applying the Company's accounting policies, Management has made the following judgements, which havethe most significant effect on the amounts recognised in the financial statements:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that havea significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financialyear, are described below. The Company based its assumptions and estimates on parameters available when the financialstatements were prepared. Existing circumstances and assumptions about future developments, however, may change dueto market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in theassumptions when they occur. The Management believes that the judgements and estimates used in preparation of financialstatement are prudent and reasonable.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be availableagainst which the losses can be utilised. Significant Management judgement is required to determine the amount of deferredtax assets that can be recognised, based upon the likely timing and the level of future taxable profits.
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarialvaluations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexitiesinvolved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in theseassumptions. All assumptions are reviewed at each reporting date.
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based onquoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputsto these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement isrequired in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 41 forfurther disclosures.
The Provision for allowances for credit loss for Trade Receivable, Advances to supplier and other receivables are based onassumptions about the risk of defaults and expected credit loss. The Company uses judgement in making these assumptionsand selecting the inputs to the calculation of provision for allowance based on the past history, existing market conditions aswell as forward looking estimates at the end of each reporting period.
Provisions for impairment loss on Investment is based on evaluation of financial position of investee companies to meet theirobligations for honouring their commitments towards the investment held by the Company.
The Company makes contribution towards provident fund and superannuation fund which are in the nature of definedcontribution post employee benefit plan. Under the plan, the Company is required to contribute a specified percentage ofpayroll cost to fund the benefits. The above amounts are recognised as an expense in the statement of Profit and Loss inNote 31 under the head “Contribution to Provident and other funds”.
b) Defined Benefit Plan
The employee's Gratuity Fund Scheme, which is defined benefit plan, is managed by a Trust maintained with LifeInsurance Corporation of India (LIC). The present value of obligation is determined based on actuarial valuation usingProjected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employeebenefit entitlement and measures each unit separately to build up the final obligation. The obligation for compensatedabsences is recognized in same manner as gratuity.
Based on actuarial valuation obtained as at the Balance Sheet date the following table sets out the details of DefinedBenefit obligation.
1. The Company has adopted Ind AS 116 on leases beginning April 1,2019, using the modified retrospective approach. Thestandard has been applied to the lease contracts as at April 1,2019.
2. The Company has recognized the lease liability at present value of the lease payments discounted at relevant incrementalborrowing rate. The right to use asset has been measured at the same value as that of the lease liability during inception.As of 31 March, 2025 the right-of-use asset is ' 11.00 Crores (' 26.89 Crores) as against the corresponding leaseliability of ' 10.77 Crores (' 27.00 Crores).
3. In the Statement of Profit and Loss for the current year, lease expenses which were recognised as other expenses inprevious periods is now recognised as depreciation expense for the right-of-use asset and finance cost for interestaccrued on lease liability. The adoption of this standard did not have any significant impact on the profit for the yearand earnings per share. The weighted average incremental borrowing rate of 11% has been applied to lease liabilitiesrecognised in the balance sheet at the date of initial application.
4. The Company has also elected not to apply the requirements of Ind AS 116 to short term lease and leases for whichthe underlying asset is of a low value. The Company incurred ' Nil (' Nil ) for the year ended March 31,2025 towardsexpenses relating to short-term leases.
5. The total cash outflow for leases is ' 11.35 Crores (' 2.95 Crores) for the year ended 31st March, 2025 including cashoutflow of short-term leases. Out of this an amount of ' 11.35 Crores (' 2.95 Crores) is pertaining to long term leases(IndAS 116 requirements) and Nil ( Nil) is pertaining to short term leases. Interest on lease liabilities is ' 0.34 Crores(' 0.41 Crores) for the year.
6. The Company's leases mainly comprise of buildings premises.
The Company leases out its properties for which the lease income recognised in the Statement of Profit and Loss ' Nil(' 1.90 Crores).
(i) Estimated amount of contracts remaining to be executed on capital account and not provided for:
As on March 31,2025, there were 38 cases against the Company, pending in various Courts and other Dispute
Redressal Forums.
i) 4 cases: The Company has been implicated as proforma defendant i.e., there are no monetary claims againstthe Company. In most of these cases, dispute concerns matter like loss of share certificate, title claim,ownership, transfer of the shares etc. The Company's implication in these matters is with a view to protect theinterest of the lawful owners of the shares. Upon the final orders passed by the Court(s), the Company shallhave to release the shares, which are presently under 'stop transfer', in this regard to the rightful claimants.There is no direct liability or adverse impact on the business of the Company on account of the said 4 cases.
ii) 9 cases: These cases pertain to Labour Court matter of earlier power business, wherein the employees filedfor reinstatement on termination consequent to termination of Aurangabad Distribution Franchisee Agreementof the Company. These are being settled with affected employees. The contingent liability in respect of these9 cases is ' 1.34 Crores.
iii) 6 cases: Out of these 6 cases of earlier power business, disputes in respect of 3 relate to billing, 1 relatesto damages claimed regarding tower maintenance, 1 relates to workmen compensation and 1 relates toassessment of Local Body Tax on goods, all of which are pending before the appropriate authorities. Thecontingent liability in respect of these 6 cases is ' 0.31 Crore.
iv) 5 cases: Out of these 5 cases, dispute in respect of 1 relates to recovery, 1 relates to licence fees, 1 relates totrademark, 1 relates to bank claim and 1 relates to claim by a shareholder. The contingent liability in respectof these 5 cases is ' 0.75 Crore.
v) 9 cases: These 9 cases pertain to arbitration matters, out of which in 5 cases, the Company has invokedarbitration proceedings against MSEDCL in respect of the DF Contract & EPC Contract as explained in theearlier Annual Report and the contingent liability towards counter claims of MSEDCL is ' 462.90 Crores.The other 4 matters, are arising out of challenge on the procedural orders by the Arbitrator and are beingcontested in the courts by the Company's advocates who have the necessary expertise on the subject. Thereis no contingent liability arising out of the four matters.
vi) 1 case: This case relates to a claim made by a bank against the Company based on a letter issued by it infavour of its erstwhile subsidiary towards their credit facilities. The contingent liability in respect of this is' 237.28 Crores.
vii) 1 case: One of the lenders has filed insolvency petition before the National Company Law Tribunal, BombayBench (”NCLT”). The NCLT vide its order dated November 18, 2022 dismissed the said petition. Further, uponfiling appeal by the said lender, the National Company Law Appellate Tribunal vide its order dated October25, 2024, has set aside order of the NCLT and referred the matter back to NCLT for considering afresh. Thecontingent liability in respect of this is ' 204.78 Crores
viii) 1 case: The Department of Telecom (DoT) has raised a frivolous demand of ' 1,509.50 Crores based onAdjusted Gross Revenue for ISP license fee pertaining to the business carried out by the Company well beforethe year 2009. The relevant ISP license was surrendered to DoT in 2009 for which DoT had issued a no duescertificate in November 2010. Accordingly, the Company is contesting this demand before Telecom DisputesSettlement and Appellate Tribunal (TDSAT), which has granted stay in the matter.
ix) 1 case: IDBI Bank and other CDR lenders have filed a suit against the Company in Debt Recovery Tribunal,Mumbai, (“DRT”) for ' 4,853.55 crores. As has been stated elsewhere, the Company based on the in-principleapproval communicated by IDBI Bank has settled the dues of nine original secured lenders and the remainingare in process. Accordingly, the settled lenders have filed/in the process of filing respective consent termsbefore the DRT for withdrawal of their respective claims.
x) 1 case: An employee of staffing company has initiated legal proceedings in labour court against the Company.The same is being contested by the Company. The contingent liability in respect of the said case is ' 0.01 Crore.
Apart from the above cases pending before the courts and other Dispute Redressal Forums, the Company hasnot acknowledged the following debts also:
xi) Claim of ' 179.00 Crores from Global Holding Corporation (GHC), towards loss occurred to GHC on accountof invocation by lender of share investment held by GHC in the Company which was offered as pledge for thecredit facility availed by the Company.
xii) One of the lenders has debited amount of ' 34.58 Crores to Current Account which is disputed by the Company.
The contingent liability in respect of i to xiii above is ' 7,484.00 Crores
The Company's principal financial liabilities comprise of loans and borrowings, trade and other payables, and financialguarantee contracts. The main purpose of these financial liabilities is to manage finance for the Company's operations. TheCompany's principal financial assets include investments, trade and other receivables, supplier advance and cash and cashequivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior Management oversees themanagment of these risks. The Company's financial risks are identified, measured and managed in accordance with theCompany's policies and procedures. It is the Company's policy that no trading in derivatives for speculative purposes may beundertaken. The Audit Committee of the Board and the Board of Directors review and monitor risk Management and mitigationplans. The financial risks are summarised below:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises of three types of risks viz. interest rate risk, currency risk and other price risk, suchas equity price risk and commodity price risk. Financial instruments affected by market risk include loans, borrowingsand deposits. As the revenues from the Company's network service business is dependent on the sustainability oftelecom sector, Company believes that macro-economic factor, including the growth of Indian economy as well aspolitical and economic environment, have a significant direct impact on the Company's business, results of operationsand financial position.
I nterest rate risk is the risk that the fair value or future cash flow of financial instrument will fluctuate because ofchanges in market interest rates. The significant part of financial instrument which can be considered in case of theCompany as subject to interest rate risk are borrowings. However the Company's present borrowings carry fixedinterest rate and therefore the Company is not exposed to significant interest rate risk.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because ofchanges in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange ratesrelates primarily to the External Commercial Borrowings and except for the the same, the Company is not exposedto foreign currency risk as the Company's business operations do not involve any significant transactions inforeign currency.
The impact on the Company's profit or loss before tax on account of variation in exchange rates can be on accountof fluctuation in USD as the Company's External Commercial Borrowings liability is a USD denominated liability. Thefollowing table demonstrates the sensitivity to a reasonably possible change in USD exchange rates, with all othervariables held constant. 1% increase or decrease in USD rate will have the following impact on the profit or lossbefore tax :
All the Company's equity investments are in unlisted entities. All these investments are trade and strategicinvestments and therefore are not considered to be exposed or susceptible to market risk.
The Company is engaged in business of providing “Network Services” comprising mainly of OperationMaintenance and Energy-Management (OME) and Other Network Services. In OME the major components of costare electricity and fuel. The variation in the prices of electricity and fuel is index based i.e. additionally charged tocustomer. With regards to other services the contracts are cost plus margin and therefore commodity price riskis mitigated.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customercontract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarilytrade receivables), deposits with banks and other financial assets.
Customer credit risk is managed subject to the Company's established policy, procedures and controls relating tocustomer credit risk Management. Credit quality of a customer is assessed based on individual credit limits anddefined in accordance with customer assessment. Outstanding customer receivables are regularly monitored.
The Company follows a 'simplified approach' {i.e. based on lifetime Expected Credit Loss (ECL)} for recognitionof impairment loss allowance on Trade receivables. For the purpose of measuring lifetime ECL allowance fortrade receivables, the Company estimates irrecoverable amounts based on the ageing of the receivable balances.Individual trade receivables are written off when Management deems them not to be collectible. The Companydoes not hold any collateral as security against these trade receivables. The contractually agreed terms effectivelymanage the concentration risk. The details of the same are as under:
Credit risk from balances with banks is managed by the Company's treasury department in accordance with theCompany's policy. The Company considers factors such as track record, size of the institution, market reputation andservice standards to select the banks with which its balances and deposits are maintained. Generally, the balances aremaintained with the institutions with which the Company has also availed borrowings. Presently, the Company does notmaintain significant cash and deposit balances other than those required for its day to day operations.
The Company's maximum exposure to credit risk for the components of the Balance Sheet at 31 March 2025 and 31March 2024 is the carrying amounts as appearing in Note 11, 12 and 14.
Liquidity risk is that the Company will not be able to settle or meet its obligation on time or at reasonable price. Company'sprincipal sources of liquidity are cash flows generated from its operations.
The Company continues to take various measures such as cost optimisation, improving operating efficiency to increaseCompany's operating results, cash flows and negotiation with lenders for settlement of past dues. The MonitoringInstitution, on behalf of all the secured lenders have communicated their 'In-Principle' approval for the OTS proposal,based on which the Company is settling the dues of the lenders as per their respective sanctions.
For the purpose of the Company's capital Management, capital includes issued equity capital, optionally convertiblepreference shares, Securities premium and all other equity reserves attributable to the equity holders of the Company. Theprimary objective of the Company's capital Management is to safeguard continuity of the business operations.
Since the net worth is negative, capital gearing ratio is not furnished.
45.1 While calculating Debt Service Coverage Ratio and Net Profit Ratio; exceptional items (See Note 35) are notconsidered.
45.2 Since the net worth and the net current assets are negative, these ratios are not furnished.
a) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in thetax assessments under the Income Tax Act, 1961 as income during the year.
b) The Company has not been declared as a Wilful Defaulter (WD) by any of the banks or financial institutions orany other lender. Further, the proceeding initiated by one of the secured lenders in this regards is stayed by theappropriate court. The said lender has sanctioned One Time Settlement against which the Company has made thepayment and the process of withdrawing the WD proceedings is underway.
c) To the best of the Company's knowledge and information, the Company does not deal with struck off companies.
d) The Company has registered charges with Registrar of Companies (RoC) wherever applicable.
e) The Company has not borrowed any funds during the year.
f) The Company does not hold any benami property and no proceedings have been initiated or pending against theCompany for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) andrules made thereunder.
g) The Company does not trade or invest in any crypto currency.
The net-worth of the Company has got eroded during the last few years. The Company's current liabilities are higherthan its current assets. While the petition for insolvency resolution process filed by one of the lenders before NationalCompany Law Tribunal (NCLT) got dismissed vide its order dated November 18, 2022, on appeal by the said lender theNational Company Law Appellate Tribunal (NCLAT) vide its order dated October 25, 2024 has set aside the Order of theNCLT and remanded the matter back to the NCLT for hearing afresh. The said matter is pending before the NCLT.
In the meanwhile, based on the 'In-Principle' approval for OTS communicated by the Monitoring Institution and individualsanctions, the Company has settled the dues of nine original secured lenders, besides entering into Upside SharingAgreement with seven of them (excluding two in process) for sharing 75% of the net recovery amount of ArbitrationProceedings, amongst the lenders in the agreed proportion.
The Company is now awaiting the outcome of the Arbitration proceedings and also the OTS sanctions from the rest ofthe lenders, while taking appropriate measures for resolution of NCLT and DRT related issues.
Accordingly, the Management is of the view that it would be in a position to revive the Company and continue itsoperations. Hence it continues to prepare its financial statements on a going concern basis.
Since the Company does not have any subsidiary company, the information is not furnished. (Refer Note 40.1)
52. The previous year figures, wherever necessary, have been regrouped/rearranged/recast to make them comparable with thoseof the current year.
53. Figures in brackets relate to the previous year unless otherwise stated.
As per our report of even date For and on behalf of the Board
For M/s. GDA and Associates Sunil S. Valavalkar
Chartered Accountants Whole Time Director
FRN No.135780W (DIN 01799698)
Akshay Maru D. S. Gunasingh Dr. Mahesh Borase
Partner Director Director
M. No. 150213 (DIN 02081210) (DIN 03330328)
Mumbai Milind Bapat Deepak Keluskar
May 07, 2025 Chief Financial Officer Company Secretary