Directors Report of Punjab Communications Ltd.

Mar 31, 2025

Your Board have pleasure in presenting the Forty Fourth Annual Report of your Company together with the Audited
Statement of Accounts for the Financial Year ended on 31^st March, 2025 along with Independent Auditors'' Report thereon
and Secretarial Audit Report for the financial year under report.

Financial Results (Rs. In lacs)

Particulars	2024-25	2023-24
Gross Income	2579.77	2200.72
Expenditure	2683.40	2471.81
Exceptional item	-65.77	-1286.31
Total expenditure	2617.63	1185.50
Profit before tax	-37.86	1015.22
Profit/(Loss) after tax	-37.86	1015.22
Other comprehensive Income/(Loss)	9.85	3.68
Total Comprehensive Income/(Loss)	-28.01	1018.90
Dividend	Nil	Nil
Paid up equity	1202.36	1202.36
Profit/(Loss)appropriated to General Reserve	Nil	Nil
Profit/ (Loss) Account (Retained Earnings)	-6555.49	-6527.48
Reserves (Including Capital Reserves)	1650.26	1678.26
Net Property Plant and Equipment & Investment Property	389.82	371.47
Capital employed	2971.63	2932.23
Earning/(Loss) per share (in Rs.)	-0.31	8.44
Cash earning/(loss) per share (in Rs.)	-0.15	8.61
Book value per share (in Rs.)	23.75	23.98

Web-link of Annual Return

The copy of Annual Return pursuant to the provisions of sub-section (3) of Section 92 of the Companies Act, 2013 is placed
on the website of the company and web link of annual return is: https://puncom.com/agm-egm-related-information/

Meetings

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

Directors Responsibility Statement

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

a) That in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2025, the applicable Indian
Accounting Standards have been followed along with proper explanation relating to material departures.

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

c) That the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts for the Financial Year ended 31^st March, 2025 on a going concern
basis; and

e) That the Directors have laid down Internal Financial Controls to be followed by the Company. However such Internal
Financial Controls are adequate and were operating effectively.

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

Frauds reported by Auditors u/s 143(12)

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

Declaration by Independent Director(s)

All the Independent Directors on the Board of Puncom have given their respective declaration under Section 149(7) that they
meet the criteria of independence, as per the provisions of sub-section (6) of Section 149 of Companies Act, 2013 along with

Regulation 16 (b) & Regulation 25 of SEBI Listing Regulations. All the independent directors of the company has declared
that they have registered themselves with databank of Independent Directors as maintained by Indian Institute of Corporate
Affairs in compliance with Rule 6(1) of Companies (Appointment & Qualification of Directors) Rules, 2014. Accordingly, the

Board has formed a satisfactory opinion regarding integrity, expertise and experience of the independent directors after
undertaking due assessment of the veracity of the declaration made by them.

All the independent directors of your company except Mr. Manjeet Singh Dhillon ITS (Retd.) are not required to pass the
online proficiency self-assessment test and falls under the exemption category. Mr. Manjeet Singh Dhillon, ITS (Retd.) has
registered himself with Independent Director Online Databank in year 2025 and accordingly he is required to pass the test
within two (2) years of his registration.

Company''s Policy relating to Directors appointment, payment of remuneration and discharge of their duties:

Pursuant to MCA notification G.S.R. 463 (E) dated 05^th June, 2015, our company, being a government company is exempted
from the given requirement. However, the company has in place a nomination & remuneration policy covering the aspects
as provided under Section 178(3) of the Companies Act, 2013 and is available on the website of company at https://puncom.
com/wp-content/uploads/2025/04/Nomination-and-Remuneration-Policy.pdf

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

Management Reply to Statutory Auditors'' Remarks

M/s Ashwani & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for the Financial
Year 2024-25. Following are the ''Basis for Adverse opinion'' as pointed out by the Auditors in their Independent Auditors
Report dated 3^rd June, 2025

Basis for Adverse Opinion

I. As per the company''s stated accounting policy, as per Note 2(vii)(a) to the Financial Statements, inventory is to be
valued using the FIFO Method. However, the inventory of raw materials is valued on the basis of “last purchase rate"
and is carried in the Balance Sheet at Rs.1156.59 lacs (gross) as at 31.03.2025 (Note No. 8). The Management has not
provided us the valuation of the inventory as per the FIFO Method. The calculation of raw material of inventory as per
the last purchase cost is also not in compliance with the provisions of Ind AS 2 on Inventories. Further, the gross value
of inventories of raw material as at 31.03.2025 is being carried out in the Balance Sheet at Rs.1156.59 lacs. Whereas,
as per the ERP data gross value of inventories of raw material as at 31.03.2025 comes to Rs.1663.58 lacs. The resulting
difference of Rs.506.99 lacs is pending to be reconciled as at 31.03.2025.

II. As per the Company''s accounting policy disclosed at Note No. 2(vii)(b), cost of work in process includes cost of material
plus direct labour. However, the inventory of work in process carried in the Balance Sheet at Rs.73.26 lacs (Note No. 8
of the Financial Statements) has been valued only at material cost. Further, the material cost is calculated on the basis
of last purchase rate method.

III. As per the Company''s accounting policy disclosed at Note No. 2(vii)(c), cost of finished sub-assemblies includes cost
of material plus overheads apportioned on the same. However, the inventory of finished sub-assemblies carried in the
Balance Sheet at Rs.482.75 lacs (Note No. 8 of the Financial Statements) has been valued only at material cost. Further,
the material cost is calculated on the basis of last purchase rate method.

IV. As regards net trade receivables amounting to Rs.974.76 lacs as at 31.03.2025, management is of the view that the
same are good and recoverable in due course and hence, no further provision is required. Out of the above trade
receivables balances to the extent of Rs.306.67 lacs are outstanding for more than three years. In the absence of
appropriate audit evidences including balance confirmations, correspondence from parties and data in respect of
future progressive payments, we are unable to comment on the receivability of balance outstanding trade receivables
outstanding for more than three years amounting to Rs. Rs.306.67 lacs and the possible impact on the loss for the year
ended on that date and on the balance of trade receivables as at 31.03.2025.

V. As regards net trade payables amounting to Rs.1449.10 lacs as at 31.03.2025, management is of the view that the
same are undisputed and payable in due course. Out of the above trade payables balances to the extent of Rs.1253.76
lacs are outstanding for more than three years. In the absence of appropriate audit evidences including balance
confirmations and correspondence from parties, we are unable to comment on the correctness of balance outstanding
of trade payables as at 31.03.2025.

VI. As required by Ind AS 109 Financial Instruments, the company should have an accounting policy to estimate Expected

Credit Loss (ECL) for measuring impairment of its trade receivables and other financial assets. However, we observed
that the company is not following any accounting policy to estimate ECL. In the absence of estimation of ECL as at
31.03.2025, we are unable to comment on the possible impact on the loss for the year ended on that date.

As a consequence, the above-mentioned material misstatements are deemed to be pervasive to the financial
statements. The effect of the misstatements on the financial statements have not been determined because it was not
practical to do so.

Accordingly, due to the significance of the matters described above, the financial statements do not present fairly, in
all material respects, the financial position of the Company as at 31^st March, 2025, and its financial performance and
cash flows for the year ended, in accordance with the Indian Accounting Standards specified under Section 133 of the
Companies Act, 2013, read with the relevant rules issued there under.

Key Audit Matters

Except for the matters described in the Basis for Adverse Opinion section, we have determined that there is no other
key audit matter to communicate in our report.

Management Remarks on "Basis of Adverse Opinion"

The Management is of the strong view that the “Adverse Opinion" given by the Statutory Auditor is erroneous, based
both upon the facts as well as the principles laid down in Ind AS 109 and SA 705 and 706, laying down certain grounds

for the Auditor''s Opinion according to which an auditor can provide an “Adverse Opinion" on the audited financial
results only after obtaining the sufficient appropriate audit evidence with a conclusion which is both material and
pervasive to the Financials. The relevant provisions are reproduced hereunder:

"SA 705

Adverse Opinion

8. The Auditor shall express an Adverse Opinion when the Auditor, having obtained sufficient appropriate audit
evidence, concludes that misstatements, individually or in the aggregate, are both material and pervasive to the
Financial Statements.

Disclaimer of Opinion

9. The Auditor shall Disclaim an Opinion when the Auditor is unable to obtain sufficient appropriate audit evidence

on which to base the Opinion, and the Auditor concludes that the possible effects on the Financial Statements of
undetected misstatements, if any, could be both material and pervasive.

10. The Auditor shall Disclaim an Opinion when, in extremely rare circumstances involving multiple uncertainties, the
Auditor concludes that, not withstanding having obtained sufficient appropriate audit evidence regarding each of
the individual uncertainties, it is not possible to form an Opinion on the Financial Statements due to the potential
interaction of the uncertainties and their possible cumulative effect on the Financial Statements."

As clearly evident, as per SA 705 in case an Auditor fails to determine the impact of his qualifications, it cannot be a
ground for Adverse Opinion. At the best it can be a case of Disclaimer of Opinion on such items. However, all the points
from I to VI in Basis for Adverse Opinion of the Statutory Auditor''s Report ultimately express inability of the Statutory
Auditor to determine the impact of such items. Unless a Statutory Auditor is able to quantify and ascertain the impact
of his observations on the Financial Statements, no Adverse Opinion can be expressed. In case of an Adverse Opinion
the Statutory Auditor has to bring out precisely the impact of his observations on the various components of Revenue
Statement and/or Balance Sheet of the entity. Further, principles laid down in Ind As 109 with regard to ECL model
lays down that in case of trade receivables simplified approach with regard to provision can be adopted and no
complicated model of ECL may be required. Hence, provision in respect of trade receivables can be worked out looking
at the conduct of various accounts and legal cases if any in such cases. Non receipt of confirmations from the trade
receivables and the trade payables can be a subject matter of qualification but not for an Adverse Opinion. All the
above remarks were presented to the Statutory Auditor for his consideration. Lastly, such qualifications given by the
Auditor have been given for the first time. Thus, the management hereby expresses its reservations/ dissent on the
audit report dated 3^rd June, 2025 on Audited Financial Results for the period ended 31^st March, 2025. However, the
management shall pursue the matter and will look into the probable causes & corrective actions to be taken by the
company internally, in this regard.

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

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

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

Further, the disclosures related to Related Party Transactions are also detailed in Note-12 and Note-39 of Notes to Accounts
of Financial Statements for the year ended 31^st March, 2025. There are no materially significant related party transactions
which have potential conflict with the interest of the Company.

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

1.	Loans and advances in the nature of loans to Subsidiaries	NIL
2.	Loans and advances in the nature of loans to Associates	NIL
3.	Loans and advances in the nature of loans to firms/companies in which Directors are interested	NIL
4.	Acceptance of any amount in the form of loans and advances in the nature of loans from its Holding Company	NIL

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

State of the Company''s Affairs

During the Financial Year 2024-25, Puncom succeeded to increase the sales by approx 9% as compared to the previous
Financial Year. Our Company had bagged two big tenders during the Financial Year 2024-2025, one from Southern Railway,
Tambram (Chennai), which is a turnkey project having value of Rs.10.59 crore and the another one is from RRVPNL, Jaipur i.e.

Power Sector (PLCC & Protection coupler ) having value of Rs 13 crore . Power sector tender of RRVPNL will be completed in
two years, one lot in Financial Year 2025-2026 and 2^nd Lot in Financial Year 2026-2027. We are also trying to grab maximum
work from private parties by approaching/ contacting them (Railway & Power sector) related to Mux, Power Plant, Control
equipments, PLCC and LMUs. Beside this Company is also participating aggressively in new technology tenders IP- MPLS,
Surveillance and Railway coach guidance equipments.

Corporate Plan/ Market Scenario of our products

As most of our products have completed their life, Puncom is still striving with some relevant products. Here is market status
of our products.

1. LMU (Line Matching Unit):- It is a low cost product used to couple the high frequency communication signal to high
voltage powerline. Puncom is very competitive in this product compared to our competitors and supplying it to
different State Power Transmission companies. This product being the outdoor unit has a life so power transmission
companies have to replenish it after some time. New state transmission corporations are being explored where LMU
can be supplied.

Puncom is also making arrangements with M/s General Electric (M/s GE) for supply of LMUs in Indian market.

2. PLCC (Power Line Carrier Communication):- Voice and low rate data using modem is modulated to high frequency
& after power amplification it is transmitted over high voltage power line. Puncom is having analog PLCC system
whose demand is on decline, but due to low cost compared to digital PLCC, some power transmission companies are
still opting it. This product is normally deployed with Protection coupler (to send commands for relay operation to
connect/disconnect power station/substation from power transmission line) which Puncom has to outsource from
other companies. To compete, Puncom has tested its PLCC at preliminary level with Protection coupler of ZIV Spain and
got it type tested also.

3. V-Mux (Versatile Multiplexer):- V-Mux provides full range of managed voice and data services in E1(2 megabits/sec)
stream used by Railways at different locations. But as Railways is upgrading to higher number of ports and speed, this
product is also losing demand. Puncom is getting orders of this product in small quantity where higher end equipment
is not required.

As Railways has shifted to voice communication on VOIP and backbone communication on IP-MPLS. Puncom has
empanelled companies for Integrated multiplexer and IP-MPLS routers to execute railway projects.

4. CCEO (Control Communication Equipment for OFC):- It is two wire omni -directional voice communication system
used for communication between control room and substation and level crossing gates. Call control is through dual
tone multi frequency. This product was developed a few years back for railways and we got a few orders on zone basis
demand and criterion as some other zones are opting other ways of communication. (like IP/Ethernet based products).

5. Power Plant (48V/25A/12.5A) :-Railways is buyer of this product and still in demand but cost of product is higher
compared to the competitors. Puncom has reduced its cost by 20% by making alternatives of costly components &
changes in system.

As our products are in low demand, Puncom is exploring Railway zones and Power transmission subdivisions where
small quantity orders can be sought.

Puncom is undertaking annual maintenance/repair contracts of their own products from various customers which
contribute good revenue. It also highlights that Puncom is always ready to provide after sales support to customers.

Telecom Scenario in India and Puncom approach

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

Reserves and Surplus

Due to losses in the current year, no amount was carried over to Reserve and Surplus. Instead, the reserve have seen utilized
to the extent of Rs.28 lacs.

Dividend

Due to losses in the current year, the Directors of the Company do not recommend any dividend for the Financial Year
2024-25.

Material changes and Commitments after the close of the Financial Year

The particulars with respect to material changes and commitments affecting the financial position of the company which
have occurred between the end of the financial year i.e. 31^st March, 2025 till the date of this report i.e. 26^th August, 2025
under Section 134(3)(l) of the Companies Act, 2013 is NIL

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

a) Conservation of Energy

i) Steps taken & impact on conservation of energy:

Steps taken:

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

Impact:

The consumption has reduced due to the above measures taken.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

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

ii) Benefits derived:

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

iii) Technology imported (during the last three years) : NIL

Details of technology imported : N/A

Year of Import : N/A

Whether the technology has been fully absorbed : N/A

If not absorbed, areas where absorption has not taken place and reasons thereof : N/A

iv) Expenditure incurred on Research and Development

(Rs. In Lacs)

Particulars	FY 2024-25	FY 2023-24
	(Current Year)	(Previous Year)
Capital	NIL	NIL
Recurring	NIL	NIL
Total R&D expenditure as a percentage of total turnover	NIL	NIL

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year 2024-25 in terms of actual inflows and actual
outflows is given as follows:

(Rs. In Lacs)

Particulars		FY 2024-25 (Current Year)	FY 2023-24 (Previous Year)
EARNINGS
F.O.B Value of Exports		NIL	NIL
OUTGO
i. CIF Value of Import of Raw Materials		155.63	55.53
ii. Components & Spares		NIL	NIL
iii.	Capital Goods	NIL	NIL
iv.	Repair & Maintenance (P&M) imports	NIL	NIL
v.	Foreign travel & others	NIL	NIL

Risk Management Policy

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

Obligations and Disclosure Requirements), Regulations, 2015.

Corporate Social Responsibility (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, every company having net worth of Rupees Five Hundred
crore or more or turnover of Rupees One Thousand crore or more or a net profit of Rupees Five crore or more during any
financial year is required to spend in every financial year at least 2% of the average net profits made during the three
immediate preceding financial years on CSR activities. We would like to inform you that as per applicable provisions of
Companies Act, 2013, there is average net loss and accordingly our company is not liable to spent any amount under CSR
obligations for the year under review. However, our company has approved CSR policy of the company in its 225^th Board
meeting held on 7^th August, 2024.

Composition of Committees of the Board

The Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee are duly
constituted as per applicable provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the details of which are

mentioned in the Corporate Governance report annexed herewith.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations read with subsequent

MCA notification G.S.R. 463 (E) dated 5^th June, 2015, the Board evaluation procedure is not applicable on us (exempted to
Govt. Cos.),however there is a system in place for evaluation of performance of the Board, its committees and individual
directors.

The Nomination and Remuneration Committee considered the exemption provided to the Government Companies and
decided that without taking the benefit of the exemption, the members shall voluntarily evaluate the performance of
the directors during the Financial Year 2024-25. Further, the members decided to evaluate the performance of the KMP''s
only during the Financial Year 2024-25, as the committee members due to their roles & responsibilities have very less
interaction with the Senior Management/ HOD''s of the Company, thus their evaluation is not possible by the committee.
The performance of Independent Directors was evaluated by the entire Board (except by the Director being evaluated) in
their 229^thMeeting held on 3^rd June, 2025.

Change in the nature of business

During the year 2024-2025, there was no significant change in the nature of Business of the Company. The company only

expanded its operations as per the amended Objects Clause of the Memorandum of Association of the Company.

Directors and Key Managerial Personnel

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

1. Sh. Parminder Pal Singh Sandhu, IAS, Managing Director

2. CA Saurav Gupta, Chief Financial Officer*

3. CS Pratima Yadav, Company Secretary

* CA Saurav Gupta was appointed as Chief Financial Officer of the Company on 12.06.2025 pursuant to Government Order
in place of CA Ramesh Goel.

Following changes, in the constitution of Board of Directors, took place during the period under review upto 26^th August,
2025 on account of change in nomination by Punjab Information & Communication Technology Corporation Limited (Punjab
Infotech) and otherwise from time to time.

Sr. No.	Name	Designation	Period of Directorship
1.	Dr. V. P. Chandan, IRSSE (Retd.)	Independent Director	12.01.2015 to 11.01.2025
2.	Sh. Tejveer Singh, IAS*	Chairman	04.09.2023 to 06.05.2025
3.	Sh. Mohinder Pal, IAS*	Sr. Vice Chairman	11.07.2022 to 06.05.2025
4.	Sh. Rahul Chaba, IAS	Director	06.05.2025 to 26.08.2025
5.	Sh. Manjeet Singh Dhillon, ITS (Retd.)	Independent Director	11.01.2025 & continuing
6.	Sh. Kamal Kishor Yadav, IAS	Chairman	06.05.2025 & continuing
7.	Sh. Sandeep Hans, IAS**	Director	26.08.2025 & continuing

* Sh. Kamal Kishor Yadav, IAS was appointed as Director on the Board in the capacity of Chairman of the company w.e.f. 6^th
May, 2025 in place of Sh. Tejveer Singh, IAS and Sh. Rahul Chaba, IAS was appointed as Director on the Board of the company

w.e.f. 6^th May, 2025 in place of Sh. Mohinder Pal, IAS.

** Sh. Sandeep Hans, IAS was appointed as Director on the Board in the capacity of Sr. Vice-Chairman of the company w.e.f.
26^th August, 2025 in place of Sh. Rahul Chaba, IAS

In terms of Section 152 of the Companies Act, 2013, Sh. Parminder Pal Singh Sandhu, IAS shall retire by rotation at the

ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Details of Puncom''s Subsidiaries

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

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

Deposits

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

Details of Significant and Material orders passed

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

Internal Financial Controls

The Company has adequate internal financial controls with reference to financial statements. However, the Statutory
Auditors in its Independent Audit Report dated 3^rd June, 2025 has given its report on Internal Financial Controls as Annexure
B and is summarized as follows :-

(a) The company did not have an appropriate internal control system for correct valuation of inventory. Further,
the internal control system for identification & allocation of overheads to inventory is also not followed.
These could potentially result in material misstatements in the company''s inventory, andConsumption.
(Refertopara"Basisforadverseopinion"intheindependentAuditor''sreport)

(b) The company did not have an appropriate internal control system for customer balance confirmation, customer
balance reconciliation and ageing analysis of outstanding trade receivables, which could potentially result in material
misstatements in the company''s trade receivables.(Refer to para "Basis for adverse opinion" in the independent
Auditor''s report)

(c) The company did not have an appropriate internal control system for supplier balance confirmation, supplier
balance reconciliation and ageing analysis of outstanding trade payables, which could potentially result in material
misstatements in the company''s trade payables.(Refer to para "Basis for adverse opinion" in the independent Auditor''s
report).

As per opinion of Statutory Auditor, the Company has not maintained adequate internal financial controls over financial
reporting and such internal financial controls over financial reporting were not operating effectively as of 31^st March,
2025, based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India.

Non-maintenance of Cost Records

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

Disclosure under IBC

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

Disclosure on difference in valuation during OTS

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

Vigil Mechanism/Whistle Blower Policy

The company has its "Vigil Mechanism/Whistle Blower Policy" in place. In accordance with the requirements of Regulation
4(2)(d)(iv) and Regulation 22 of Listing Regulations read with under Section 177 of the Companies Act, 2013, Smt. Indu Walia,

heading the Production, ISD, QA and TBD Division, has been appointed as Vigilance and Ethics Officer. The web link for the
policy is https://puncom.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf

Disclosure relating to Remuneration of Directors and KMP:

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

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

	Name of the Director		Ratio
S. No.		employees (Rs. in lacs)
1.	Sh. Parminder Pal Singh Sandhu , (IAS)*	9.86	NIL

*No remuneration was paid to Sh. Parminder Pal Singh Sandhu, (IAS) during the Financial Year 2024-25.

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

1. CA Ramesh Goel, CFO (Joined the Company on 09.08.2022). Increase in remuneration has been given @ 10
% wef 09.08.2024 as per contractual terms agreed by the Company with him at the time of his appointment.

2. CS Pratima Yadav having an increase of 5.80 % in remuneration during the year Vis a Vis previous year.
Remunerations exclude LTA, Leave Encashment and Gratuity.

c) Percentage decrease in the median remuneration of employees in the Financial Year 2024-25 is 2.09%

d) Number of Regular Employees on rolls of the Company as on 31/03/2025 was 113 (including 7 employees
on deputation to other Company/ Corporations).

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

Average increase in Remuneration is equivalent to the rate of inflation declared by state for the purpose of
D.A. The Company, being Public Sector Undertaking (PSU) of Punjab Government, follows applicable pay-

scales as per the Service Rules as amended from time to time through wage revision agreement executed
with Employees Union from time to time and duly approved by the Board of Directors of the Company,
uniformly for all its employees as per the respective designation and tenure of employee with the company.

f) Affirmation that the remuneration is as per the remuneration Policy/Service Rules etc. of the company:

Yes, the remuneration is as per Remuneration Policy/Service Rules/requisite approvals of the company.

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

The list of the top ten employees in terms of Remuneration drawn during the FY 2024-25 is as follows:

Sr. No.	Name	Design ation	Remun eration Received in FY 2024- 25 (Rupees)*	Nature of employment (whether contractual or otherwise)	Qualif ications and Exper ience	Date of Commence¬ ment of Employment	Compl¬ eted Age in years	Last emplo yment held	Percent age of equity shares held	Whether relative of any director or manager if so, name of such director/ manage)
	Mr. Rameh Goel**	CFO	27,89,032	Contractual	B.Com, FCA 31 years	09.08.2022	58	DCM Limited	Nil	No
	Ms. Indu Walia	AGM	15,65,886	Regular	MSc (Physics), PGDBA (Opera tion), MCA 33years	30.09.1991	56	Nil	Nil	No
	Mr. Sudhir Dhand	Sr. Manager	14,72,466	Regular	B. Tech (ECE) 33 years	03.09.1991	56	Nil	Nil	No
4	Mr. Sandeep Belsare	Sr. Manager	14,06,682	Regular	BE (ECE) 29years	18.10.1995	55	Nil	Nil	No
	Ms Sneh Aggarwal	Sr. Manager	13,67,269	Regular	Diploma (ECE) & AMIE 35 years	24.07.1989	56	Nil	Nil	No
	Mr. Kailash Chander	Manager	13,28,784	Regular	BA 29 years	07.08.1997	54	Saraya Sugar Mills	Nil	No
	Mr. Ajay Gupta	Manager	13,27,370	Regular	DIP(ECE), & AMIE (ECE) 35 years	17.07.1989	56	Nil	Nil	No

	Mr. Raman Khanna	Manager	12,72,231	Regular	Diploma (ECE) & AMIE (ECE) 36 years	18.08.1989	55	Nil	Nil	No
	Mr. Rajesh Kumar Soni	Manager	12,70,232	Regular	Diploma (ECE) & AMIE 34 years	13.08.1991	55	Nil	Nil	No
10	Mr. Jogesh Laroia	Manager	12,54,108	Regular	Diploma (ECE) & BE (ECE) 34 years	01.04.1991	54	Nil	Nil	No

*Does not Include Leave Encashment & Gratuity on Retirement / Relieving.

** CA Ramesh Goel, Chief Financial Officer was relieved on 12.06.2025 pursuant to Government Order and in his place
CA Saurav Gupta has been appointed as Chief Financial Officer of the Company w.e.f. 12.06.2025.

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

Management Discussion and Analysis Report

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

Corporate Governance Report

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

Secretarial Audit Report

The Board pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s S.V. Associates, Practicing
Company Secretary, having Membership No.A38204 to conduct Secretarial Audit for the FY 2024-25.

M/s S.V. Associates, Practicing Company Secretary have carried out the Secretarial Audit for the financial year ended 31^st
March, 2025 and the Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure 4 and forms
part of the report.

Compliance with applicable Secretarial Standards

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

Sexual Harassment of Women at Workplace: Internal Committee

In compliance with the provisions of Section 21 read with Rule 14 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, the Company has constituted Internal
Complaints Committees (ICC).

During the year, No complaint with allegations of sexual harassment has filed with the Company and the details are as
follows:-

a) No. of Complaints filed during the Financial Year 2024-25 NIL

b) No. of Complaints disposed off during the Financial Year 2024-25 NIL

c) No. of Complaints pending as on end of the Financial Year 2024-25 NIL

d) No. of Complaints pending for a period exceeding ninety days NIL

Apart from it, three (03) workshop or awareness programme against sexual harassment were carried out during the financial
year under report.

Maternity Benefit Act, 1961

The Company has complied with all applicable provisions of Maternity Benefit Act, 1961 during the year under review.
Cautionary Statement

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

Important factors that could make a difference to the Company''s operations include labour and material availability, prices,
cyclical demand and pricing in the company''s principal markets, changes in government regulations, tax regimes, economic

development within India and other incidental factors. Further, the Disinvestment/Sale of Assets process of the Company is
also a major factor that could make a difference to the viability of the Company or Company''s operations.

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

Acknowledgement

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

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

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

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

For and on behalf of the Board of Directors

Place : S.A.S. Nagar Sh. Kamal Kishor Yadav, IAS

Date : 26^th August, 2025 Chairman

List of Annexures to the Boards'' Report

1) AOC 2

2) Management Discussion and Analysis Report

3) Corporate Governance Report

4) Secretarial Audit Report

5) Certificate on Corporate Governance

---

Mar 31, 2024

Your Board have pleasure in presenting the Forty Third Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024 along with Independent Auditors'' Report thereon and Secretarial Audit Report for the financial year under report.

Financial Results		(Rs. In lacs)
Particulars	2023-24	2022-23
Gross Income	2200.72	1861.25
Expenditure	2471.81	2729.86
Exceptional item	-1286.31	693.85
Total expenditure	1185.50	3423.71
Profit before tax	1015.22	-1562.46
Profit/(Loss) after tax	1015.22	-1562.46
Other comprehensive Income/(Loss)	3.68	-14.10
Total Comprehensive Income/(Loss)	1018.90	-1576.56
Dividend	Nil	Nil
Paid up equity	1202.36	1202.36
Profit/(Loss)appropriated to General Reserve	Nil	Nil
Profit/ (Loss) Account (Retained Earnings)	-6527.48	-7546.38
Reserves (Including Capital Reserves)	1678.26	659.36
Net Property Plant and Equipment & Investment Property	371.47	388.83
Capital employed	2932.23	2286.96
Earning/(Loss) per share (in Rs.)	8.44	-13.00
Cash earning/(loss) per share (in Rs.)	8.61	-12.80
Book value per share (in Rs.)	23.98	15.50

Web-link of Annual Return

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

Meetings

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

Directors Responsibility Statement

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

a) That in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2024, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures.

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

c) That the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts for the Financial Year ended 31^st March, 2024, on a going concern basis; and

e) That the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

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

Frauds reported by Auditors u/s 143(12)

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

Declaration by Independent Director(s)

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

undertaking due assessment of the veracity of the declaration made by them.

All the independent directors of your company except Dr. Neelu Jain are not required to pass the online proficiency selfassessment test and falls under the exemption category. Further, Dr. Neelu Jain recently has passed the test on April 9, 2024,

i.e. within two (2) years of her registration.

Company''s Policy relating to Directors appointment, payment of remuneration and discharge of their duties:

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

Explanations or comments by the Board on qualification(s), reservation(s) or adverse remark(s) or Matter of Emphasis are as follows:Management Reply to Statutory Auditors'' Remarks

M/s Jain & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company for the Financial Year 2023-24. Following are the ''Key Audit Matters'' and ''Emphasis of Matters'' as pointed out by the Auditors in their Independent Auditors Report dated 28^th May, 2024 (Later, revised on 27^th August, 2024).

a) Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of Ind AS Standalone financial statements of the current period. These matters were addressed in the context of our audit of Ind AS Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Management Remarks on Key Audit Matters - Nil

b) Emphasis of Matters

(I) Emphasis is being drawn on Note No. 3 and Note No. 41(a), During the year, U.P. CO-OPERATIVE SPINNING MILLS

FEDERATION LTD., vide its letter No. 1143 SMF 2023-24 dated 20^th October, 2023, offered One Time Settlement (OTS) and sent the calculations to the company for amount payable by them till 31.03.2023, amounting Rs. 22,48,08,356/- (Rs. 7,00,00,000/- towards Principal amount and Rs. 15,48,08,356/- towards simple interest @ 9.5% per annum for the period 21.12.1999 to 31.03.2023. The offer was approved by the Competent Authority of the Company and required documents were submitted by the company to U.P. CO-OPERATIVE SPINNING MILLS FEDERATION LTD on 18^th March, 2024. Rs. 20,93,27,456/- (after deduction of TDS on interest amounting Rs. 1,54,80,900/- from the Gross settlement of Rs. 22,48,08,356/-) was received by the Company on 28^th March, 2024 in its Current Account maintained with State Bank of India. Accordingly, Investments have been stated at NIL during the financial year 2023-24 and interest amount of Rs. 15,48,08,356/- have been accounted for under Exceptional items - Income during the year. No interest has been recorded in the books of accounts for period 01-04-2023 to 28-03-2024 amounting to Rs. 65,77,322/-

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

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

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

Management Remarks on Emphasis of Matter:

Notes to accounts forming part of Annual Accounts are self-explanatory & exhaustive to the remarks of Auditors in their report dated 28^th May, 2024. Hence, the Management Reply to Auditors'' Remarks/ Key Audit Matters and Emphasis of Matters is not required.

Management''s reply to Secretarial Auditors'' Remarks

The Secretarial Audit for Financial Year 2023-24 was carried out by M/s A. Arora & Co., Practicing Company Secretary, Chandigarh and he has reported in his secretarial audit report i.e. MR-3 that the return of appointment and cessation of Sh. Anurag Verma, IAS as the Chairman of the Board pursuant to the nomination by holding company has not been filed with the Registrar of Companies, Ministry of Corporate Affairs. The Auditor has also advised the company to ensure compliance with the applicable LODR Regulations w.r.t appointment at the senior position of HOD/ Senior Management of the company.

He made a remark that the appointments shall be recommended by the Nomination and Remuneration Committee to the Board, together with the proposed remuneration to such employees and Senior Managerial Personnel.

a) Regarding non filing of return of appointment and cessation of Sh. Anurag Verma, IAS as Chairman of Puncom: Sh. Anurag Verma, IAS, has neither tendered his consent for appointment as a Director-cum-Chairman of the Company nor did he take any action in the said capacity. In this regard, a legal/ expert opinion was obtained. As per opinion (also placed before board), with respect to non filing of return of Sh. Anurag Verma, IAS, our company has been advised to make necessary disclosure in the Annual Return of the company for FY 2023-24. Accordingly, necessary disclosure has been given in Annual Return for FY 2023-24

b) Regarding appointment at the senior position of HOD/ Senior Management of the company: These appointments in respective divisions of the company is generally made from internal arrangements within the company as per orders of the competent authority on the basis of qualification and experience in relevant areas, without seeking the approval or recommendations of Nomination and remuneration Committee or the Board of Directors in the matter. However, a legal/ expert opinion was obtained in this regard. As per opinion (also placed before board),our company will make appointment at HOD/ Senior Management level in future by following the due provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

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

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

Particulars of Related Party Transactions

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

Further, the disclosures related to Related Party Transactions are also detailed in Note-12 and Note-39 of Notes to Accounts of Financial Statements for the year ended 31^st March, 2024. There are no materially significant related party transactions which have potential conflict with the interest of the Company.

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

1.	Loans and advances in the nature of loans to Subsidiaries	NIL
2.	Loans and advances in the nature of loans to Associates	NIL
3.	Loans and advances in the nature of loans to firms/companies in which Directors are interested	NIL
4.	Acceptance of any amount in the form of loans and advances in the nature of loans from its	NIL
	Holding Company

There are no transactions of the company with any person or entity belonging to Promoter/Promoter Group, Holding 10% or more shareholding in the company during the financial year under review.

State of the Company''s Affairs

During the Financial Year 2023-24, Puncom has succeeded to obtain maximum volume of work from Railway, Power sector and from private parties. We had won 6 No of tenders from Railway. But we have not succeeded to obtain those tenders floated by Railway related to Bought out items and Outdoor OFC Work, Trenching, Laying and Termination of OFC. Component

of Puncom make products was negligible in these tenders. In power sector like PLCC we have obtained maximum work from private parties.(PLCC, LMU etc Puncom own products) but there are limited options for participation in these tenders due to lack of major device protection coupler. Beside this company has also participated in new technology tenders of IP MPLS of Jabalpur Division but did not succeed to win it. we are now efforting to make some inroads in New Technology products, to tie up with manufacturing units to obtain assembly line work.

Corporate Plan/ Market Scenario of our products

As most of our products have completed their life, Puncom is still striving with some relevant products. Here is market status of our products.

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

• PLCC (Power line carrier communication)-Voice and low rate data using modem is modulated to high frequency & after power amplification it is transmitted over high voltage power line. Puncom is having analog PLCC system whose demand is on decline, but due to low cost compared to digital PLCC, some power transmission companies are still opting it. This product is normally deployed with Protection coupler (to send commands for relay operation to connect/disconnects power station/substation from power transmission line) which Puncom has to outsource from other companies. To compete, Puncom has tested its PLCC at preliminary level with protection coupler of ZIV Spain.

• V-Mux (Versatile Multiplexer)-It provides full range of managed voice and data services in E1(2 megabits/sec stream used by Railways at different locations. But as railway is upgrading to higher number of ports and speed, this product is also losing demand. Puncom is getting orders of this product in small quantity where higher end equipment is not required.

As Railways has shifted to voice communication on VOIP and backbone communication on IP-MPLS. Puncom has empanelled companies for integrated multiplexer and IP-MPLS routers to execute railway projects.

• CCEO (control communication equipment for OFC)-It is two wire omnidirectional voice communication system used for communication between control room and substation and level crossing gates. Call control is through dual tone multi frequency. This product was developed a few years back for railway and we got a few orders on zone basis demand and criterion as some other zones are opting other ways of communication.(like IP/ Ethernet based products)

• Power Plant (48V/25A/12.5A)-Railways is buyer of this product and still in demand but cost of product is higher compared to the competitors. Puncom has reduced its cost by 20% by making alternatives of costly components & changes in system. Its type approval from RDSO is pending.

As our products are in low demand, Puncom is exploring railway zones and Power transmission subdivisions where small quantity orders can be sought. Puncom is undertaking annual maintenance/repair contracts of their own products from various customers which contribute good revenue. It also highlights that Puncom is always ready to support after sale. Puncom is also making arrangements with India Technology Sources for assembly & testing of Power plant, inverter, MPPT of other make to fully utilize our infrastructure.

Telecom Scenario in India and Puncom approach

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

Reserves and Surplus

The Reserves of the company as on 31^st March 2024 at Rs.1678.26 Lacs (previous year Rs. 659.36 lacs). Due to Profits in the current financial year, reserves have increased by Rs 1018.90 Lacs.

Dividend

Though the company is in profits this year on account of exceptional items i.e. receipt of OTS amount from U.P. Co-operative Spinning Mills Federation Ltd (UPCSMFL), the Directors of the company decided not to recommend any dividend for the Financial Year 2023-24.

Material changes and Commitments after the close of the Financial Year

The particulars with respect to material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year i.e. 31^st March, 2024 till the date of this report i.e. 07^th August, 2024 under Section 134(3)(l) of the Companies Act, 2013 is NIL

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

a) Conservation of Energy

i) Steps taken & impact on conservation of energy:

Steps taken:

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

Impact:

The consumption has reduced due to the above measures taken.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

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

ii) Benefits derived:

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

iii) Technology imported (during the last three years) : NIL

Details of technology imported : N/A

Year of Import : N/A

Whether the technology has been fully absorbed : N/A

If not absorbed, areas where absorption has not taken place and reasons thereof : N/A

iv) Expenditure incurred on Research and Development

(Rs. In Lacs]
Particulars	FY 2023-24	FY 2022-23
	(Current Year)	(Previous Year)
Capital	NIL	NIL
Recurring	NIL	NIL
Total R&D expenditure as a percentage of total turnover	NIL	NIL

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year 2023-24 in terms of actual inflows and actual outflows is given as follows:

(Rs. In Lacs)
Particulars		FY 2023-24 (Current Year)	FY 2022-23 (Previous Year)
EARNINGS
F.O.B Value of Exports		NIL	NIL
OUTGO
i. CIF Value of Import of Raw Materials		55.53	36.25
ii. Components & Spares		NIL	NIL
iii.	Capital Goods	NIL	NIL
iv.	Repair & Maintenance (P&M) imports	NIL	NIL
v.	Foreign travel & others	NIL	NIL

Risk Management Policy

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

Obligations and Disclosure Requirements), Regulations, 2015.

Corporate Social Responsibility (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, every company having net worth of Rupees Five Hundred crore or more or turnover of Rupees One Thousand crore or more or a net profit of Rupees Five crore or more during any financial year is required to spend in every financial year at least 2% of the average net profits made during the three immediate preceeding financial years on CSR activities. We would like to inform you that as per applicable provisions of Companies Act, 2013, there is average net loss and accordingly our company is not liable to spent any amount under CSR obligations for the year under review. However, our company has approved CSR policy of the company in its 225^th Board meeting held on 7^th August, 2024.

Composition of Committees of the Board

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations read with subsequent MCA notification G.S.R. 463 (E) dated 5^th June, 2015, the Board evaluation procedure is not applicable on us (exempted to Govt. Cos.),however there is a system in place for evaluation of performance of the Board, its committees and individual directors.

The Nomination and Remuneration Committee considered the exemption provided to the Government Companies and decided that without taking the benefit of the exemption, the members shall voluntarily evaluate the performance of the directors during the Financial Year 2023-24. Further, the members decided to evaluate the performance of the KMP''s only during the Financial Year 2023-24, as the committee members due to their roles & responsibilities have very less interaction with the Senior Management/ HOD''s of the Company, thus their evaluation is not possible by the committee. The performance of Independent Directors was evaluated by the entire Board (except by the Director being evaluated) in their 224^th Meeting held on 28^thMay, 2024.

Change in the nature of business

During the year 2023-2024, there was no significant change in the nature of Business of the Company. The company only expanded its operations as per the amended Objects Clause of the Memorandum of Association of the Company.

Directors and Key Managerial Personnel

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

1. Sh.Parminder Pal Singh Sandhu, IAS, Managing Director

2. CA Ramesh Goel, Chief Financial Officer

3. CS Pratima Yadav, Company Secretary

Following changes, in the constitution of Board of Directors, took place during the period under review upto 07^th August,2024 on account of change in nomination by Punjab Information & Communication Technology Corporation Limited (Punjab Infotech) and otherwise from time to time.

Sr. No.	Name	Designation	Period of Directorship
1.	Sh. Dilip Kumar, IAS	Chairman	18.04.2022 to 22.05.2023
2.	CA Ramesh Goel	Whole-time Director	09.08.2022 & 04.09.2023
3.	Sh. Parminder Pal Singh Sandhu, IAS	Managing Director	24.08.2023 to 23.01.2024
4.	Sh. Mohinder Pal, IAS*	Sr. Vice Chairman	11.07.2022 & continuing
5.	Sh. Tejveer Singh, IAS	Chairman	04.09.2023 & continuing
6.	Sh. Parminder Pal Singh Sandhu, IAS	Managing Director	05.02.2024 & continuing

* Sh. Mohinder Pal, IAS was appointed as Director on the Board in the capacity of Sr. Vice Chairman of the company w.e.f. 11^th July, 2022 and later on, re-designated as Sr. Vice Chairman & Managing Director on the Board of Puncom w.e.f. 2^nd December, 2022. Thereafter, Sh. Mohinder Pal, IAS was again re-designated as Sr. Vice Chairman after nomination of Sh. Parminder Pal Singh Sandhu, IAS as Managing Director of Puncom w.e.f. 24.08.2023.

Note: Sh. Anurag Verma, IAS was appointed as Director cum Chairman on the Board of Puncom during the year under review. However, no return of appointment and cessation was filed with the Registrar of Companies, Ministry of Corporate Affairs on account of absence of DIR-2 i.e. consent to act as Director.

In terms of Section 152 of the Companies Act, 2013, Sh. Mohinder Pal Singh, IAS shall retire by rotation at the ensuing Annual

General Meeting and being eligible, offers himself for re-appointment.

Details of Puncom''s Subsidiaries

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

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

Deposits

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

Details of Significant and Material orders passed

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

Internal Financial Controls

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

Auditors of the Company, forms part of the Independent Auditor''s Report as Annexure B.

Non-maintenance of Cost Records

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

Disclosure under IBC

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

Disclosure on difference in valuation during OTS

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

Vigil Mechanism/Whistle Blower Policy

The company has its “Vigil Mechanism/Whistle Blower Policy" in place. In accordance with the requirements of Regulation 4(2)(d)(iv) and Regulation 22 of Listing Regulations read with under Section 177 of the Companies Act, 2013, Smt.Indu Walia,

heading the Production,ISD and QA Division, has been appointed as Vigilance and Ethics Officer. The web link for the policy is http://www.puncom.com/?id=107

Disclosure relating to Remuneration of Directors and KMP:

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

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

S. No.	Name of the Director	Median Remuneration of employees (Rs.	Ratio
		in lacs)
1.	Sh.Parminder Pal Singh Sandhu ,
	(IAS)*		7.80:10
2	CA Ramesh Goel**

*Sh. Parminder Pal Singh Sandhu, IAS was nominated as Managing Director of the Company w.e.f. 24^th August, 2023. Later, he ceased to be Managing Director on the Board of Puncom w.e.f. 23.01.2024. Thereafter, Sh. Parminder Pal Singh Sandhu, IAS was again appointed as Managing Director of the Company w.e.f. 05.02.2024. He was paid remuneration for the period from 24.08.23 to 23.01.24 as approved by the Board in its 221^st Board meeting held on 04.09.2023 subject to approval of

shareholders of the company.

** CA. Ramesh Goel ceased to be the Director on the Board of Puncom w.e.f 4^th September, 2023 as he resigned from the directorship of the Company to comply with Regulation 17(1) of SEBI (LODR) Regulations, 2015.

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

1. CA Ramesh Goel, CFO (Joined the Company on 09.08.2022). Increase in remuneration has been given @ 10 % wef 09.08.2023 as per contractual terms agreed by the Company with him at the time of his appointment.

2. CS Pratima Yadav having an increase of 1.35 % in remuneration during the year Vis a Vis previous year. (Certain allowances were not given, being on maternity leave).

Remunerations exclude LTA, Leave Encashment and Gratuity.

c) Percentage increase in the median remuneration of employees in the Financial Year 2023-24 is 2.76%

d) Number of permanent Employees on rolls of the Company as on 31/03/2024 was 135 (including 11 employees on deputation to other Company/ Corporations).

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average increase in Remuneration is equivalent to the rate of inflation declared by state for the purpose of D.A. The Company, being Public Sector Undertaking (PSU) of Punjab Government, follows applicable pay-scales as per the Service Rules as amended from time to time through wage revision agreement executed with Employees Union from time to time and duly approved by the Board of Directors of the Company, uniformly for all its employees as per the respective designation and tenure of employee with the company.

f) Affirmation that the remuneration is as per the remuneration Policy/Service Rules etc. of the company:

Yes, the remuneration is as per Remuneration Policy/Service Rules/requisite approvals of the company.

^Includes Leave Encashment & LTA availed by the employees as per Service Rules of the company. However, does not include Gratuity on Retirement / Relieving and ex gratia at the time of VRS paid to Employees.

#Mr. Rupinder S Mainee has retired on 31^st January, 2024.

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

Management Discussion and Analysis Report

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

Corporate Governance Report

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

Secretarial Audit Report

The Board pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s A. Arora & Co. Practicing Company Secretary, having Membership No.FCS 2191 to conduct Secretarial Audit for the FY 2023-24.

M/s A. Arora & Co, Practicing Company Secretary have carried out the Secretarial Audit for the financial year ended March 31, 2024 and the Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure 4 and forms part of the report.

Compliance with applicable Secretarial Standards

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

Sexual Harassment of Women at Workplace: Internal Committee

In compliance with the provisions of Section 21 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (''Act'') and Rules made there under, the Company has constituted Internal Complaints Committees (ICC). During the year, No complaint with allegations of sexual harassment has filed with the Company. As a routine, two(02) workshop or awareness programme against sexual harassment were carried out during the financial year under report.

Cautionary Statement

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

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

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

Acknowledgement

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

Technology Corporation Limited (PICTCL/Punjab I nfotech), the Holding Company, for its guidance and support.

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

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

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

---

Mar 31, 2023

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

Particulars	2022-23	2021-22
Gross Income	1861.25	1864.72
Expenditure	2729.86	3186.66
Exceptional item	693.85	Nil
Total expenditure	3423.71	3186.66
Profit before tax	-1562.46	-1321.94
Profit/(Loss) after tax	-1562.46	-1248.79
Other comprehensive Income/(Loss)	-14.10	-23.09
Total Comprehensive Income/(Loss)	-1576.56	-1271.88
Dividend	Nil	Nil
Paid up equity	1202.36	1202.36
Profit/(Loss)appropriated to General Reserve	Nil	Nil
Profit/ (Loss) Account (Retained Earnings)	-7546.38	-5969.82
Reserves (Including Capital Reserves)	659.36	2235.93
Net Property Plant and Equipment & Investment Property	388.83	411.79
Capital employed	2286.96	4111.87
Earning/(Loss) per share (in Rs.)	-13.00	-10.39
Cash earning/(loss) per share (in Rs.)	-12.80	-10.55
Book value per share (in Rs.)	15.50	28.62

Web-link of Annual Return

The copy of Annual Return pursuant to the provisions of sub-section(3) of Section 92 of the Companies Act, 2013 is placed

on the website of the company and web link of annual return is: http://www.puncom.com/?id=110

Meetings

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

Directors Responsibility Statement

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

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

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

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

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

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

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

Frauds reported by Auditors u/s 143(12)

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

Declaration by Independent Director(s)

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

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

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

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

Management Reply to Statutory Auditors'' Remarks

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

a) Key Audit Matters

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

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

b) Emphasis of Matters

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

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

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

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

Management Remarks on Emphasis of Matter:

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

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

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

Particulars of Related Party Transactions

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

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

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

1.	Loans and advances in the nature of loans to subsidiaries	NIL
2.	Loans and advances in the nature of loans to associates	NIL
3.	Loans and advances in the nature of loans to firms/companies in which directors are interested	NIL
4.	Acceptance of any amount in the form of loans and advances in the nature of loans from its holding company	NIL

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

State of the Company''s Affairs

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

Corporate Plan/ Market Scenario of our products

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

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

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

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

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

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

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

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

Reserves

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

Dividend

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

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

The company has offered the Second VRS Scheme on 15.11.2022 which was closed on 15.03.2023 to its eligible employees in line with Punjab Govt. guidelines and a total of 8 no. of employees have opted for VRS Scheme. The VRS application of

those 8 employees were accepted and they were relieved from the services of the company after serving till 2^nd April, 2023. There is an impact of approx. Rs. 261.77 lacs on account of Ex Gratia on the financial position of the company in the financial year 2023-24 on account of Second VRS liability, towards these eight employees which was duly paid within a period of 60 days of relieving as per statue & VRS Scheme in May, 2023 along with their retirement dues.

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

a) Conservation of Energy

i) Steps taken & impact on conservation of energy:

Steps taken:

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

Impact:

The consumption has reduced due to the above measures taken.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

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

ii) Benefits derived:

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

iii) Technology imported (during the last three years) : NIL

Details of technology imported : N/A

Year of Import : N/A

Whether the technology has been fully absorbed : N/A

If not absorbed, areas where absorption has not taken place and reasons thereof : N/A

iv) Expenditure incurred on Research and Development

Particulars	2022-23 (Current Year)	2021-22 (Previous Year)
Capital	NIL	NIL
Recurring	NIL	NIL
Total R&D expenditure as a percentage of total turnover	NIL	NIL

c) Foreign Exchange Earnings and Outgo

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

Particulars	2022-23(Current Year)	2021-22(Previous Year)
EARNINGS
F.O.B Value of Exports	NIL	NIL
OUTGO
i) CIF Value of Import of Raw Materials	36.25	46.40
ii) Components & Spares	NIL	NIL
iii) Capital Goods	NIL	NIL
iv) Repair & Maintenance (P&M) imports	NIL	NIL
v) Foreign travel & others	NIL	NIL

Risk Management Policy

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

Obligations and Disclosure Requirements), Regulations, 2015.

Corporate Social Responsibility (CSR)

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

Composition of Committees of the Board

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

Board Evaluation

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

Change in the nature of business

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

Directors and Key Managerial Personnel

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

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

2. CA Ramesh Goel, Chief Financial Officer

3. CS Pratima Yadav, Company Secretary

Following changes, in the constitution of Board of Directors, took place during the period under review up to10^th August, 2023 on account of change in nomination by Punjab Information & Communication Technology Corporation Limited (Punjab Infotech) and otherwise from time to time.

Sr.No.	Name	Designation	Period of Directorship
1.	Sh. Dilip Kumar, IAS	Chairman	18.04.2022 to 22.05.2023
2.	Sh. Sibin C, IAS	Sr. Vice Chairman	05.05.2022 to 11.07.2022
3.	Smt. Neelima, IAS	Sr. V.C & Managing Director	09.11.2021 to 05.05.2022
4.	Sh. Uma Shankar Gupta, IAS	Managing Director	05.05.2022 to 29.11.2022
5.	CMA J.S. Bhatia	Whole-time Director	24.05.2018 to 31.08.2022
6.	Sh. Satinder Pal Singh, IAS (Retd.)	Independent Director	26.09.2018 to 08.11.2022
7.	CA D.K. Singla	Independent Director	25.03.2022 & continuing
8.	Dr. Neelu Jain	Independent Director	25.03.2022 & continuing
9.	Sh. Mohinder Pal, IAS	Sr. Vice Chairman & M.D1	11.07.2022 & continuing
10.	CA Ramesh Goel	Whole-time Director	09.08.2022 & continuing

Disclosure under IBC

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

Disclosure on difference in valuation during OTS

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

The company has its “Vigil Mechanism/Whistle Blower Policy" in place. In accordance with the requirements of Regulation 4(2)(d)(iv) and Regulation 22 of Listing Regulations read with under Section 177 of the Companies Act, 2013, Sh. R.S. Main*

ee, heading the QA Division, has been appointed as Vigilance and Ethics Officer. The web link for the policy is http://www. puncom.com/?id=107

Disclosure relating to Remuneration of Directors and KMP:

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

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

S. No.	Name of the Director	Median Remuneration of employees (Rs. In lacs)	Ratio
1.	Sh. Mohinder Pal, IAS	9.80	NIL
2.	Sh. Uma Shankar Gupta , (IAS)*		NIL
3.	CMA Jagdeep Singh Bhatia**		5.89:10
4.	CA Ramesh Goel		6.34:10

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

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

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

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

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

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

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

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

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

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

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

B. Disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The list of the top ten employees in terms of remuneration drawn is as follows:

Sr. No.	Name	Designa tion	Remuneration received FY 2022-23. (Rupees)*	Nature of employment (whether contractual or otherwise)	Qualifications and Experience	Date of Commencement of Employment	Com- plet- ed Age in years	Last em ploy- ment held	Percent age of equity shares held	Whether relative of any director or manager if so, name of such director/ manager)
1	Mr. Rupinder	Assistant	32,80,111	Regular	B Sc , MBA	09.03.1989	57	Delta	Nil	No
	S Mainee	Vice			37 Years			Ham-
		Presi-						lin
		dent						Ltd

2	Ms. Raminder Kaur**	Addional GM	20,81,939	Regular	BE (Electronics) and PGDOM. 30 Years	08.07.1993	50	Nil	Nil	No
3	Mr. Madhur Bain Singh**	Sr. Manager	20,04,546	Regular	MA (Geography), PGDCA, CS 25 Years	01.10.2004	52	Glob al Knit- fab Limit ed	Nil	No
4	Ms. Indu Walia	AGM	17,24,556	Regular	MSc(Phys-ics),PGDBA (Opera-tion),MCA 31 Years	30.09.1991	54	Nil	Nil	No
5	Mr. Jagdeep Singh Bhatia (retired on 31.08.2022)	Dy. Vice President	16,64,811	Regular	B.Com., ICWA 41 years	01.07.1988	58	CDIL	Nil	No
6	Mr. Sudhir Dhand	Sr. Manager	16,12,718	Regular	B. Tech (ECE) 31 Years	03.09.1991	54	Nil	Nil	No
7	Mr. Kapil Kumar	AGM	16,03,169	Regular	MCA 26 Years	10.02.1997	50	Nil	Nil	No
8	Mr. Ramesh Goel	CFO	15,45,161	Contractual	B.Com, FCA 29 years	09.08.2022	56	DCM Limit ed	Nil	No
9	Mr. Ashok Kumar	Sr. Manager	15,30,417	Regular	Diploma (ECE) & AMIE 35 years	26.03.2004	56	Reli ance Info- com Limit ed	Nil	No
10	Ms. Geeta Dutta	Sr. Manager	14,72,196	Regular	DIP(ECE), 37 years	07.12.1985	56	Nil	Nil	No

^Includes Leave Encashment & LTA availed by the employees as per Service Rules of the company. However, does not include Gratuity on Retirement / Relieving and ex gratia at the time of VRS paid to Employees.

** Opted for VRS

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

Management Discussion and Analysis Report

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

Corporate Governance Report

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

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

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

Compliance with applicable Secretarial Standards

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

Sexual Harassment of Women at Workplace: Internal Committee

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

Cautionary Statement

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

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

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

Acknowledgement

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

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

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

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

For and on behalf of the Board of Directors

Place : S.A.S. Nagar Mohinder Pal, IAS Ramesh Goel

Date. : August 10, 2023 Sr. VC & MD CFO/ Director

1

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

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

Details of Puncom''s Subsidiaries

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

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

Deposits

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

Details of Significant and Material orders passed

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

Internal Financial Controls

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

Non-maintenance of Cost Records

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

---

Mar 31, 2016

- BOARDS’ REPORT -

The Board hereby presents the Thirty Fifth Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2016 along with Independent Auditors’ Report thereon and Secretarial Audit Report for the financial year under report.

Financial Results ('' In lacs)

Particulars	2015-16	2014-15
Gross Income	3112.44	3255.69
Total expenditure	3956.39	3963.20
Profit before tax	(1047.58)	(1026.16)
Profit/Loss after tax	(1047.58)	(1026.16)
Dividend	Nil	Nil
Paid up equity	1202.36	1202.36
Profit/Loss appropriated to General Reserve	0.00	(1026.16)
Profit/Loss Account	(1047.58)	0.00
Reserves (Including Capital Reserves)	7159.01	8206.66
Net fixed assets	566.23	418.85
Capital employed	8565.17	9575.93
Earning/Loss per share (in '')	(8.71)	(8.53)
Cash earning/loss per share (in '')	(8.10)	(7.02)
Book value per share (in '')	69.56	78.28

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed form MGT-9 is enclosed as Annexure 1 and is an integral part of this Report.

Meetings

During the year, four Board meetings were duly convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the provisions of Companies Act, 2013, Listing Regulations and SS-1 on Meetings of Board of Directors.

Directors'' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility

Statement, it is hereby confirmed:

i) That in the preparation of accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2016 on a going concern basis.

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

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

Frauds reported by Auditors u/s 143(12)

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

Declaration by Independent Director(s)

All the Independent Directors on the Board of Puncom have given their respective declaration that they meet the criteria of independence, as per the provisions of sub-section (6) of section 149 of Companies Act, 2013. The term of Appointment of Independent Directors has been fixed for 5 years, in accordance with the provisions of the Companies Act, 2013, and none of the Independent Directors have been reappointed for more than 5 years.

Nomination and Remuneration Committee

The details of the Nomination and Remuneration Committee & its Policy in accordance with Section 178(2) of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations are mentioned in the Corporate Governance Report annexed herewith.

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made

Management''s Reply to Statutory Auditors Remarks:

M/s Grewal & Singh, Chartered Accountants, was appointed as Statutory Auditors of the Company for the financial year 2015-16. Notes to accounts forming part of Annual Accounts are self- explanatory and exhaustive to the remarks of Auditors in their report dated 27th May, 2016.

1. Regarding the investment of Rs. 698.74 lacs (Face value Rs. 700 lacs) in the Bonds of UP Co-operative Spinning Mills Federation Ltd (UPCSMFL) duly guaranteed by the UP State Govt. for the tenure of 18 months. The company invoked the government guarantee consequent to the bonds not being redeemed on the due date of redemption viz

20.12.1999. The suit was filed for recovery of Rs. 993.44 lacs (Principal of Rs. 700 lacs and interest Rs. 293.44 lacs). The suit was decided ex-parte in favour of the company on 31.01.2004 by Civil Judge, Junior Division, Chandigarh. In compliance of the orders of the Hon’ble Punjab and Haryana High Court, Chandigarh, the UP State Government (Guarantor) had deposited Rs. 735.63 lacs and a Govt. guarantee of equivalent amount in the Civil Court, Lucknow. Further an amount of Rs. 735.63 lacs deposited with the Executing Court was released to the Company (decree holder) on 24.04.2006 against furnishing bank guarantee of the equivalent amount with the Court.

Later on 19.01.2015, Hon’ble Supreme Court had decided against the ex-parte decree earlier made in favour of the Company and directed the Civil Court, Lucknow to refund the amount to UP State Government. The execution of the said order is pending at District Court, Lucknow. In view of the SC Decision, the company has accounted for the same and a liability of Rs. 735.63 lacs has been reflected under Note-7 of Balance Sheet. Above mentioned Bank guarantee of Rs. 735.63 lacs can be invoked by the Court any time. Since the decree was issued against UPCSMFL and State of UP and Hon’ble SC considered that the State of UP was Ex- parte, the company has filed the execution of earlier decree issued in favour of Puncom against the UPCSMFL on 30.01.2016 and has also filed fresh suit against the State of UP through Special Secretary, Industrial Development on 11.03.2016.

The company had earlier recognized and received interest income to the extent of Rs. 156.45 lacs (@ 14.90% on Principal) for a tenure of 18 months. In view of the protracted litigation and uncertainty of the amount realizable, pending settlement of the case, the company has provisioned the already recognized interest income of Rs. 152.52 lacs up to 31st March, 2001 of which Rs. 115.63 lacs was provisioned in FY 2014-15 and remaining Rs. 36.89 lacs in current financial year.

The Company has not recognized accrued interest, keeping in view uncertainty involved in the matter of realization of interest due to litigation. This is also in conformity with the AS-9 issued by ICAI. Also refer note: 10 & 13 of Balance Sheet. [Refer Emphasis of Matter Para (a) of Independent Auditors’ Report]

2. Regarding the matter of balance confirmations, we are to inform that the company has sent balance confirmation letter to all parties requesting them to confirm the balances within 15 days of the receipt of the letter, failing which the balance will be presumed to be correct. The company has no other means of confirming the balances for which no response has been received except presuming them to be correct as per terms of letter. [Refer Emphasis of Matter Para (b) of Independent Auditors’ Report]

3. Regarding accounting of certain income and expenditure that has been accounted for as and when incurred, ascertained or settled, we are to inform that the same has been accounted for as per disclosures made in Note 1 Significant Accounting Policy Point I(b) being followed consistently. [Refer Emphasis of Matter Para (c) of Independent Auditors’ Report]

4. Regarding selection of Company for disinvestment by Cabinet Committee on Disinvestment, Government of Punjab in 2003, we are to inform that till date, the company has not received any final decision in respect of mode of Disinvestment during FY 2015-16. [Refer Emphasis of Matter Para (d) of Independent Auditors’ Report]

5. Regarding the excise and custom duty demand of Rs. 30.20 lacs, which is disputed with Deputy Commissioner of Customs, Excise and Custom Department, New Delhi, we are to inform that the company has submitted the reply/ necessary documents but no further communication has been received till date. [Refer Point 7(b)(1) Report on other legal and regulatory requirements in the Annexure Ato Independent Auditors’ Report]

6. Regarding Sales Tax demand including interest aggregating to Rs. 14.85 lacs (net of pre deposit), which is disputed, we are to inform that the company has filed an appeal and the same is pending at the office of Sales Tax Appellate Tribunal, Andhra Pradesh. [Refer Point 7(b)(2) Report on other legal and regulatory requirements in the Annexure A to Independent Auditors’ Report]

7. Regarding Sales Tax demand including interest aggregating to Rs. 16.77 lacs, which is disputed, we are to inform that the company has filed an appeal and the same is pending at the office of Ld. Senior Joint Commissioner, Salt Lake Taxation Appellate Office, Kolkata, West Bengal. [Refer Point 7(b)(3) Report on other legal and regulatory requirements in the Annexure Ato Independent Auditors’ Report]

8. As regards Sales Tax demand including interest aggregating to Rs. 12.47 lacs (net of pre deposit), which is disputed, we are to inform that the company has filed an appeal and the same is pending at the office of Ld. Senior Joint Commissioner, Salt Lake Taxation Appellate Office, Kolkata, West Bengal. [Refer Point 7(b)(3) Report on other legal and regulatory requirements in the Annexure A to Independent Auditors’ Report]

Management''s reply to Secretarial Auditors'' Report

Secretarial Auditors have reported that the Company is not complying with the desired ratio of Independent Directors in their report for the financial year 2015-2016. Efforts to comply with the desired ratio were made and are being made and the company is hoping of complying with the same shortly. They have also reported that an Independent Director has been made to retire by rotation which otherwise was not required to retire by rotation. In this regard, it is to inform that as the Independent Director was reappointed and thus continued to be Independent Director, the non compliance gets rectified.

They have also reported that the Nomination and Remuneration Committee is not constituted as per the provisions of Section 178 of the Companies Act, 2013 as an Executive Director cannot be a member of Nomination and Remuneration Committee. In this regard, the same stands corrected in the 186th Board Meeting of the Company held on 27th May, 2016.

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

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

Particulars of Related Party Transactions

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

Under Listing Regulations: Puncom has not entered into any Related Party Transaction in the form of providing Loans and advances in the nature of loans to Subsidiaries, Associates or to firms/companies in which Directors are interested. Moreover, Puncom has also not accepted any amount in the form of Loans and advances in the nature of loans from its Holding Company.

State of the company''s affairs

During the year, the company continued its efforts to improve sales of its own products i.e. Primary Drop/Insert Multiplexer as well as PLCC (Power Line Carrier Communication equipment). The company is also looking for tie ups to enhance its product line. As part of the new initiatives company successfully entered into SPV solar power plant business and also looking for opportunities emerging around digital networking.

Further due to aggressive marketing tie-ups, the company achieved a healthy turnover of approx. Rs. 2182.74 lacs in financial year 2015-16 besides income of Rs. 929.70 lacs from other activities.

The book value of share held by you is around Rs. 69.56 per share and the Reserves stood at approx. Rs. 7159.01 lacs. The Company has invested an amount of Rs. 1.81 crores during the year in acquiring fixed assets. Puncom offered value-added products and services to the customers on the basis of strategic and effective use of technology aided by aggressive market and product initiatives.

Corporate Plan/ Market Scenario of our product

Puncom has made substantial efforts to successfully increase the market share of its PLCC product in last 2 years. After re-engineering its V-Mux product and making it suitable for power sector telecom network, Puncom has been successful in introducing its V-Mux in PGCIL by winning the tender for this product for execution of project in J&K State. Efforts are being made to keep up the market share of V-Mux in Railways.

Puncom is executing some prestigious OFC and PLCC turnkey projects for railways and power sector. Puncom has the strength of executing indoor OFC works. Since most of the railway tenders now are being floated by clubbing both indoor and outdoor OFC projects, Puncom is making efforts to strengthen its resources for executing such works. This would help Puncom in improving its market share in Railways besides the sales turnover. Though there is lot of stiff competition in power plant market in power sector, Puncom is making efforts to get orders for the same.

To further increase the market share of its products in railway and power sector networks, Puncom is offering its products to other equipment installers for executing their turnkey projects. This helps in improving sales turnover and also increase in Puncom make equipment in these networks.

Puncom has also undertaken annual maintenance/repair contracts for PLCC, V-Mux and Power Plants from various customers. Undertaking such value added services not only contribute towards sales turnover but also helps in strengthening the performance of Puncom equipment in various networks of Railways, power utility sector etc.

With lot of emphasis on the "Make in India" policy of Govt. of India, Puncom is making continuous efforts to add new products to increase its product mix by way of tie-ups with other companies and through in house re-engineering of existing products/new developments. Puncom is also looking for opportunities to provide services through tie-up with other companies involving installation, erection and commissioning work.

Telecom Scenario in India and Puncom''s approach

India has seen an exponential growth of telecom network in India for several years now, leading to an increase in subscriber density to an impressive 80% and a sizeable broadband penetration. Liberal government policies and fierce competition between operators have ensured that India received latest and best equipments and technologies from largest equipment MNCs at lowest prices. Unfortunately, this technology upgrade, by-passed Indian telecom manufacturers, as majority of the equipment was simply imported fully finished into India. Government of India has now become sensitive to the huge current account deficit caused by unbridled import of MNC equipment, and is creating policy frame work, including preference for increased domestic manufacturing in telecom and IT. Driven by these imperatives, and by the gradual maturing of industry, domestic manufacturing by MNCs directly or in tie ups is likely to increase with increased localization and IP content.

Fortunately large scale upgrade of main telecom network and IT in general is also changing the work environment and catalysing other segments like power, railways, defence, government, security, education etc to upgrade their networks and work processes and are generating new business opportunities. New areas of network and information security, renewable energy, green and clean technologies, information access and automation etc are becoming increasingly important and are emerging as new growth segments. Apart from this, defence with its unique domestic focus remains a major potential growth segment.

Historically, Puncom has been deriving its revenue mainly from Power, Railway and BSNL segments. Unfolding telecom and industrial scenario however foresees increased role of new revenue streams from emerging growth segments. Puncom is monitoring these emerging trends and is on look out for appropriate opportunities for itself for sustenance and growth and preparing itself to meet the emerging challenges in the changing environment.

Reserves

Due to losses in the current year, no amount was carried over to Reserves and Surplus. Instead, the reserves have been utilized to the extent of Rs. 1047.58 lacs.

Dividend

Due to losses in the current year, the Board of Directors of your Company have not recommended any dividend for the Financial Year 2015-16.

Material changes and Commitments after the close of the financial year

The particulars with respect to Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year i.e. 31st March, 2016 till the date of this report i.e. 12^th August, 2016 under Section 134(3)(l) of the Companies Act, 2013 are: NIL.

Conservation of energy, technology absorption and Foreign Exchange Earnings and Outgo:

a) Conservation of Energy

i) Steps taken & impact on conservation of energy:

Steps taken:

We have continued with the practice of switching off the supply to the areas where the lights are not required or where the production work is not taking place.

Impact:

The consumption has reduced due to the above measures taken.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

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

ii) Benefits derived:

Company shall be able to achieve significant cost reduction and improvement in the product and generate new markets; and as a result shall be able to strengthen its position in its market segments.

iii) Technology imported (during the last three years) :

Details of technology imported : NIL

Year of Import : N/A

Whether the technology has been fully absorbed : NIL

If not absorbed, areas where absorption has not taken place and reasons thereof : N/A

iv) Expenditure incurred on Research and Development

('' in lacs)

	Current Year	Previous Year
Capital	NIL	NIL
Recurring	NIL	NIL
Total R&D expenditure as a %age of total turnover	NIL	NIL

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial year 2015-2016 in terms of actual inflows and actual outflows is given as follows :

('' in lacs)

	Current Year	Previous Year
EARNINGS
F.O.B. value of Export	NIL	NIL

OUTGO
i) CIF value of import of raw material	125.63	168.67
ii) Components & Spares	0.00	1.94
iii) Capital goods	170.59	0.00
iv) Repair & Maintenance (P&M) Imports	0.26	0.33
v) Foreign travel & others	NIL	NIL

Risk Management Policy

The Risk Management structure conforms to the requirements of Regulation 21 of Listing Regulations. An integrated risk management system identifies, monitors and manages Puncom’s risks. The Audit Committee of the Board provides the overall policy guidelines. The requirement of establishing Risk Management Committee is not applicable to our company. Hence, the committee was dissolved by the Board of Directors in their 186th Meeting held on 27th May, 2016. However, the Risk Management Policy is still in place and was amended to incorporate the provisions of SEBI Listing Regulations. Periodic reviews of Puncom’s Risk Management Policy are conducted and the Board monitors and manages Puncom’s risk management through quarterly risk reports to achieve above objectives.

Corporate Social Responsibility

As the Company is not covered under the provisions of section 135 of the Companies Act, 2013, hence the Company has not formed any Corporate Social Responsibility Committee to carry on CSR programs and activities.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations and subsequent government notification G.S.R. 463 (E) dated 5th June, 2015, however there is a system in place for evaluation of performance of the Board, its committees and individual directors.

The performance of all the directors except Independent Directors was evaluated by the Nomination and Remuneration Committee in their 1st Meeting held on 30th March, 2016 and the performance of Independent Directors was evaluated by the entire Board (except by the Director being evaluated) in their 186th Meeting held on 27th May, 2016.

Moreover, the Nomination and Remuneration Committee decided upon the exemption provided to Government Companies and decided to undertake evaluation of performance of members of Senior Management in their next meeting.

Change in the nature of business

During the year 2015-2016, there was no significant change in the nature of Business of the Company. The company only expanded its operations as per the amended Objects Clause of the Memorandum of Association of the Company.

Directors and Key Managerial Personnel

Following changes, in the constitution of Board of Directors and Key Managerial Personnel, took place during the period under review upto 12^th August, 2016.

Sh. Anirudh Tewari, IAS has been appointed as Additional Director in the Capacity of Chairman vide Resolution by Circulation dated 13^th May, 2015 in the place of Sh. D.P. Reddy, IAS w.e.f. 13^th May, 2015 on the Board of Puncom as per the Order of Govt. of Punjab vide Order No. 6/1/2015-IAS(3)/1146 dated 11^th May, 2015 and further nominated by Punjab Information and Communication Technology Corporation Ltd. vide their letter No. PICTC/SECTL/576 dated 13th May, 2015 appointing Sh. Anirudh Tewari, IAS as Additional Director in the Capacity of Chairman vide Resolution by Circulation dated 13th May, 2015 in the place of Sh. D.P. Reddy, IAS w.e.f. 13^th May, 2015. Further, the appointment of Sh. Anirudh Tewari, IAS as Director in the capacity of Chairperson of the Company was regularized in the 34th AGM of the Company held on 29th September, 2015.

CA. R.K. Nangia resigned from the Board of Puncom w.e.f. 2^nd July, 2015 owing to withdrawal of nomination by the holding company, i.e. Punjab Infotech.

Sh. Asish K Bhattacharyya resigned from the Board of Puncom w.e.f. 21^st September, 2015 owing to his academic commitments and professionally busy schedule.

Sh. R.K. Chaudhuri resigned from the board of Puncom w.e.f. 15th June, 2016 owing to withdrawal of nomination by the holding company, i.e. Punjab Infotech.

Further, Smt. Shruti Singh, IAS has been appointed as Additional Director in the capacity of Sr. Vice Chairperson w.e.f. 9th August, 2016. Punjab Information and Communication Technology Corporation Ltd. vide their letter No. PICT/SECTL/2043 dated 9th August, 2016 appointed Smt. Shruti Singh, IAS as Sr. Vice Chairperson-cum-Director. Further, Puncom vide Resolution by Circulation dated 11th August, 2016 formalized the above said appointment as Additional Director in the capacity of Sr. Vice Chairperson of Puncom.

Details of Puncom''s Subsidiaries

Companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the financial year : NIL

Details of present Subsidiaries: Puncom has no material subsidiary. However, the Company has two subsidiaries namely M/s PCL Telecom Limited and M/s Punjab Digital Industrial Systems Limited and these subsidiaries have been ordered by the Hon’ble Punjab and Haryana High Court to be wound up on 20th October, 2005 and 20th February 2009, respectively. All the formalities in this regard for both the companies have been completed. The Hon’ble Court is yet to issue the dissolution order for them.

Deposits

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

Details of significant and material orders passed

During the financial year under report, following significant order(s) was/were passed by Courts, Tribunals affecting the going concern status and operations in future of the company:

In the matter of Punjab Communications Limited v/s State of UP, an application under Order 9 Rule 13 of the Civil Procedure Code was filed by the State of UP for setting aside the order being ex-party, which was decided in favour of Puncom in all the Courts viz., Lower Court and High Court. However, an appeal was filed by the State of UP before the Hon’ble Supreme Court of India, where the decision of Punjab and Haryana High Court was reversed. The Company then filed a Review Petition in the Supreme Court which was again decided against the company on 21st April, 2015. The Company then filed a Curative Petition in the Supreme Court which was also decided against the company on 2nd September, 2015.

Presently, the company has filed a suit at Lower Court, Chandigarh against the State of UP through Special Secretary. The Company then filed an execution against the UP Cooperative Spinning Mills Federation Limited to Lucknow Court on 30th January, 2016. The Company then filed claim against the UP Cooperative Spinning Mills Federation Limited to the Official liquidator on 23rd May, 2016.

Disclosures relating to Remuneration of Directors and KMP:

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

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

S. No.	Name of the Director	Median Remuneration	Ratio
1.	Sh. Vikas Pratap, IAS	833482	NIL
2.	Er. A.K. Pathak	833482	3.79

b) Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

S. No.	Name of Director/CFO/CEO/CS	Designation	Percentage increase
1.	Er. A.K. Pathak	Whole-Time Director	5.66%
2.	Sh. Jagdeep Singh Bhatia	CFO	5.69%
3.	Sh. Madhur Bain Singh	CS	4.83%

c) Percentage increase in the median remuneration of employees in the financial year : 5.54%

d) Number of permanent employees on rolls of the Company : 230

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

f) affirmation that the remuneration is as per the remuneration policy of the company : Yes

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

Rules, 2014 & Companies (Particulars of Employees) Rules, 1975

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

Sr. No.	Name	Desig nation	Remuneration received (approx.) (in lacs)	Nature of employment (whether contractual/ otherwise)	Qualifications and Experience	Date of commencement of employment	Completed Age (in yrs)	Last employ ment held	Percent age of equity shares held	Whether relative of any director or manager (if so, name of such director / manager)
1	Sh. A.K. Pathak	DVP	26.46	Regular	BE & MTech; Over 37 yrs	06.09.91	59y	UPTRON	Nil	He himself is an Executive Director
2	Sh. Jagdeep Singh Bhatia	DVP	25.26	Regular	BCOM, ICWAI; Over 33 yrs	01.07.88	51y	CDIL	Nil	No
3	Sh. Jasmeet Singh Ghumar	DVP	25.03	Regular	MBA and BE; Over 27 yrs	21.01.91	49y	Hindustan Lever & Godrej	Nil	No
4	Sh. Rupinder S Mainee	AVP	20.96	Regular	BSc & MBA; Over 30 yrs	09.03.89	50y	Delta Hamlin Ltd.	Nil	No
5	Ms. Namita Sharma	GM	18.66	Regular	BE; Over 22 yrs	17.11.93	44y	Nil	Nil	No
6	Sh. B.C. Chowdhary	GM	17.71	Regular	BA, LLB; Over 35 yrs	30.09.92	59y	Punjab ElectroOptics Systems Ltd.	Nil	No
7	Ms. Raminder Kaur	Addl. GM	16.11	Regular	BE(Electronics) and PGDOM Over 22 yrs	08.07.93	43y	Nil	Nil	No
8	Sh. Sanjay Garg	DGM	14.85	Regular	MSc(Physics); Over 26 yrs	23.09.91	50y	''The Oriental Apparatus Workshops''.	Nil	No
9	Ms. Amardeep Kaur	DGM	14.87	Regular	BE(Electronics); Over 22 yrs	05.10.93	46y	Nil	Nil	No
10	Sh. Raman Kumar Sharma	AGM	13.71	Regular	BE(CS) & MBA (Marketing); Over 19 yrs	02.09.96	41y	Nil	Nil	No

Name(s) of every employee who have been paid annual remuneration of Rs. 1,02,00,000/- or above and a monthly remuneration of Rs. 8,50,000/- and above in case the employee worked for less than a year : NIL

Management Discussion and Analysis Report

The Management Discussion and analysis Report for the year under review as stipulated under the Listing Agreement with the Stock Exchange(s) and Regulation 34(2)(e) of Listing Regulations is appended as Annexure 3 and is an integral part of this report.

Corporate Governance Report

The Corporate Governance Report for the year under review as stipulated under the Listing Agreement with the Stock Exchange(s) and Schedule V of Listing Regulations is appended as Annexure 4 and is an integral part of this report.

Secretarial Audit Report

During the year, Secretarial Audit was carried out by M/s. S. K. Sikka & Associates, Company Secretaries, the Secretarial Auditors of the Company for the financial year 2015-16. The detailed report on the Secretarial Audit is appended as Annexure 5 to this Report. The Secretarial Auditors have also carried out an independent assessment of the compliance of Corporate Governance Code by the Company.

Sexual Harassment of Women at Workplace: Internal Committee

In compliance with the provisions of Section 21 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (’Act’) and Rules made thereunder, the Company has constituted Internal Complaints Committee (ICC). During the year, 1 complaint with allegations of sexual harassment was filed with the Company and the same on being investigated was found to be fake and case was closed after the enquiry. Moreover, 2 workshops or awareness programme against sexual harassment were carried out during the financial year under report.

Cautionary Statement

Certain statements in the Boards’ Report describing the Company’s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable laws, rules and regulations. Actual results might differ from those express or implied.

Important factors that could make a difference to the Company’s operations include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

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

Acknowledgement

The Board places on record its gratitude to the BSNL, Punjab Energy Development Agency (PEDA), Department of Railways, Ministry of Defence, VSNL, MTNL, PGCIL, PSEB and other esteemed customers in India and abroad. The Board also places on record its gratitude to IndusInd Bank & Allahabad Bank for their keen interest in the affairs of the company, continuous help and co-operation for successful working of the Company. The Board also places on record its gratitude to the Punjab Information Communications and Technology Corporation Limited (PICTCL), the Holding Company, for its guidance and support.

The Board also places on record its appreciation for continuous support and amicable relations with various government authorities viz. MCA (ROC, Chandigarh), Income Tax Department, Sales Tax Department, Excise and Customs Department, Service Tax Department.

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

The Board also places on record its appreciation for the dedication, commitment and hard work of staff at all levels. The Board in particular acknowledges the co-operation of esteemed shareholders for their constant support and for the confidence reposed in the Management of the Company.

For and on behalf of the Board of Directors

Place : S.A.S. Nagar (ANIRUDH TEWARI)

Date : August 12, 2016 CHAIRMAN

List of Annexures to the Boards'' Report

1) MGT 9

2) AOC 2

3) Management Discussion and Analysis Report

4) Corporate Governance Report

5) Secretarial Audit Report

6) Auditors’ Certificate on Corporate Governance

---

Mar 31, 2015

Dear Members,

The Board hereby presents the Thirty Fourth Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2015 alongwith Independent Auditors' Report thereon and Secretarial Audit Report for the financial year 2014-2015.

Financial Results (Rs. In lacs)

Particulars 2014-15 2013-14

Gross Income 3256.99 3226.77

Total expenditure 3964.50 3725.88

Profit before tax (1026.16)* (630.78)

Profit/Loss after tax (1026.16) (684.64)

Dividend Nil Nil

Paid up equity 1202.36 1202.36

Profit/Loss appropriated to General Reserve (1026.16) (684.64)

Reserves (Including Capital Reserves) 8206.66 9233.28

Net fixed assets 418.85 449.53

Capital employed 9575.93 10570.59

Earning/Loss per share (in Rs.) (8.53) (5.69)

Cash earning/loss per share (in Rs.) (6.40) (4.92)

Book value per share (in Rs.) 78.28 86.81

*includes exceptional item of Rs.167.98 lacs.

Review of Operations

During the year, the company continued its efforts to improve sales of its own products i.e. Primary Drop/Insert Multiplexer as well as PLCC (Power Line Carrier Communication equipment). The company is also looking for tie ups to enhance its product line. As part of the new initiatives company successfully entered into SPV solar power plant business and also looking for opportunities emerging around smart city project. Further due to aggressive marketing tie- ups, the company achieved a healthy turnover of approx. Rs.2251.77 lacs in financial year 2014-15 besides income of Rs.1005.22 lacs from other activities.

The book value of share held by you is around Rs.78.28 per share and the Reserves stood at approx. Rs.8206.66 lacs. The Company has invested an amount of Rs.8.17 lacs during the year in acquiring fixed assets. We are thankful for continuous support of our esteemed customers all through & also continuous support of shareholders, bankers and stakeholders, including the business associates as they reposed undoubting faith in the Company. Puncom offered value-added products and services to the customers on the basis of strategic and effective use of technology aided by aggressive market and product initiatives.

Corporate Plan/ Operations

With lot of hard work and best efforts Puncom has been able to increase its market share of its PLCC product. This has been well supplemented by its V-Mux Product. Though the Government did not make any appreciable change in its policy to promote manufacturing in India, yet Puncom has done reasonably well keeping in mind the stiff competition in Telecom field and squeezing margins.

Puncom is executing some prestigious OFC turnkey projects for railways. Puncom is focusing on outdoor projects in addition to the indoor turnkey projects. This would help Puncom in improving its market share in Railways. Puncom is also offering its V-Mux and Power Plant equipment to other contractors who are executing turnkey projects for Railways. This not only helps in improving the sales but also increase in Puncom make equipment in Railway network.

Puncom has established itself very well in the power utility sector by improving its share of PLCC in various state electricity boards, PGCIL etc. To further increase its market share in this sector Puncom is offering and supplying PLCC equipment to private parties which are undertaking turnkey projects of sub-stations for various state electricity boards. While Puncom has made good inroads in turnkey projects it is also undertaking repair and maintenance contracts for V-Mux, power plant and PLCC equipment. Undertaking such value added activities would not only help in improving the sales but also help in strengthening the performance of Puncom equipment in various networks of railways, power utility sector etc.

In the recent industrial policy of Govt of India, lots of efforts are being made to strengthen and promote manufacturing sector in India. Puncom is making continuous efforts to add new products to its kitty by having tie-ups with other potential companies. Puncom is also in continuous search of companies which are looking for a tie-up from services point of view involving installation, erection and commissioning work.

The Future

- India has seen an exponential growth of telecom network in India for several years now, leading to an increase in subscriber density to an impressive 80% and a sizeable broadband penetration. Liberal government policies and fierce competition between operators have ensured that India received latest and best equipments and technologies from largest equipment MNCs at lowest prices. Unfortunately, this technology upgrade, by-passed Indian telecom manufacturers, as majority of the equipment was simply imported fully finished into India. Government of India has now become sensitive to the huge current account deficit caused by unbridled import of MNC equipment, and is creating policy frame work, including preference for increased domestic manufacturing in telecom and IT. Driven by these imperatives, and by the gradual maturing of industry, domestic manufacturing by MNCs directly or in tie ups is likely to increase with increased localization and IP content.

- Fortunately large scale upgrade of main telecom network and IT in general is also changing the work environment and catalysing other segments like power, railways, defence, government, security, education etc to upgrade their networks and work processes and are generating new business opportunities. New areas of network and information security, renewable energy, green and clean technologies, information access and automation etc are becoming increasingly important and emerging as new growth segments. Apart from this, defence with its unique domestic focus remains a major potential growth segment.

- Historically, Puncom has been deriving its revenue mainly from Power, Railway and BSNL segments. Unfolding telecom and industrial scenario however foresees increased role of new revenue streams from emerging growth segments. Puncom is monitoring these emerging trends and is on look out for appropriate opportunities for itself for sustenance and growth and preparing itself to meet the emerging challenges in the changing environment.

Change in the nature of business

During the year 2014-2015, there was no change in the nature of Business of the Company.

Dividend

Due to inappropriate profit/loss in the current year, the Board of Directors of your Company have not recommended any dividend for the Financial Year 2014-15.

Reserves

Due to inappropriate profit/loss in the current year, no amount was carried over to Reserves and Surplus. Instead, the reserves have been utilized to the extent of Rs.1026.61 Lacs.

Share Capital

During the year, there was no change in the Share Capital of Puncom. The Company neither issued further shares nor shares with differential rights or sweat equity shares. Moreover, none of the ESOPs were offered to any of the employees.

Directors and Key Managerial Personnel

Following changes, in the constitution of Board of Directors and Key Managerial Personnel, took place during the period under review upto 12th August, 2015.

Sh. Karan Avtar Singh, IAS was appointed as an Alternate Director to Sh. D.P. Reddy, IAS on 28th October, 2014. However, he ceased as Alternate Director on 8th December, 2014.

Sh. Vikas Pratap, IAS has been appointed as Vice Chairman and Managing Director replacing Sh. D.K. Tiwari, IAS w.e.f. 20th November, 2014.

Smt. Neena Singh has been appointed as an Independent Director w.e.f. 31st March, 2015.

Further, Sh. Anirudh Tewari, IAS has been appointed as an Additional Director in the capacity of Chairman w.e.f. 13th May, 2015 replacing Sh. D.P. Reddy, IAS.

Also, CA R.K. Nangia has resigned from the Board of Puncom w.e.f. 2nd July, 2015 owing to withdrawal of Nomination by the holding Company, i.e. Punjab Infotech.

Moreover, none of the Key Managerial Personnel have been appointed during the Financial year other than Sh. Vikas Pratap, IAS as Managing Director on the Board of Puncom. However, the existing Head (Finance) was re-designated as CFO of the Company.

Meetings

During the year, five Board meetings and four Audit Committee meetings were duly convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the provisions of Companies Act, 2013 and Listing Agreement.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility

Statement, it is hereby confirmed:

i) That in the preparation of accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 and the Companies Act, 1956, wherever applicable, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a going concern basis.

v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, and subsequent Government Notification G.S.R. 463(E) dated 5th June, 2015, the Board evaluation is not applicable. However, there is a system in place for evaluation of the Board, its committees and individual directors and the company is complying with the same.

Declaration by Independent Director(s)

All the Independent Directors on the Board of Puncom have given their respective declaration that they meet the criteria of independence, as per the provisions of sub-section (6) section 149 of Companies Act, 2013. The term of Appointment of Independent Directors has been fixed for 5 years, in accordance with the provisions of the Companies Act, 2013, and none of the Independent Directors have been reappointed for more than 5 years.

Frauds reported by Auditors u/s 143(12)

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

Nomination and Remuneration Committee

The details of the Nomination and Remuneration Policy in accordance with Section 178(2) are mentioned in the Report on Corporate Governance. There is a Nomination and Remuneration Committee of the Company and there is a policy in place. The same is exempted to our Company as referred to in Govt. Notification No G.S.R. 463(E) dated 5th June, 2015 to the extent it is applicable to Directors. However, it is applicable to Senior Management and the same is being duly complied with.

Vigil Mechanism

In accordance with the provisions of section 177(9) & (10) of the Companies act, 2013, and Clause 49 of the Listing Agreement, a Vigil Mechanism (Whistle Blower Policy) has been adopted and the same is complying with the provisions of the Act and Clause 49 of the Listing Agreement.

Risk Management Policy

The Risk Management structure conforms to the requirements of clause 49 of Listing Agreement and is formed to ensure the harmonious growth of the company and to maximize the net worth of the shareholders.

An integrated risk management system continuously identifies monitors and manages Puncom's risks. The Audit Committee of the Board provides the overall policy guidelines. The committee also conducts periodic reviews of Puncom's Risk Management Policy, while the Board monitors and manages Puncom's risk management through quarterly risk reports to achieve above objectives.

Details of Puncom's Subsidiaries

Puncom has no material subsidiary. However, the Company has two subsidiaries namely M/s PCL Telecom Limited and M/s Punjab Digital Industrial Systems Limited. The former one is not in operations since 1997-98 and an application for winding-up was filed before the Hon'ble Punjab & Haryana High Court at Chandigarh. The Court on 20th October, 2005 has passed the order of its winding-up. Subsequently the Statement of Affairs has been filed with the Official Liquidator attached with the said Court. The Hon'ble Court is yet to issue the dissolution order.

M/s Punjab Digital Industrial Systems Limited, the other subsidiary is also not in operation since long. Accordingly, a winding-up petition was filed with the Hon'ble Punjab & Haryana High Court at Chandigarh for winding-up of the company. The Court on 20th February 2009 has passed the order of its winding-up. Subsequent to that, the Statement of Affairs has been filed with the Official Liquidator attached with the said Court. The records have been handed over to the 'Liquidator's Office'.

Management's Reply to Statutory Auditors Remarks

M/s B. Rattan & Associates, Chartered Accountants, was appointed as Statutory Auditors of the Company for the financial year 2014-15. Notes to accounts forming part of Annual Accounts are self- explanatory and exhaustive to the remarks of Auditors in their report dated 28th May, 2015.

Though there is no qualification in Independent Auditor's Report, the reply to some observations/remarks are as follows :

a) As regards non- recognition of the accrued interest amounting to Rs.968.43 lacs (up to 12.07.2005 i.e. date of deposit of Rs.735.63 lacs by UP Government) from UPCSMFL as per decree awarded by the court, we are of the opinion that there being contingency in realization of interest in near future and as the execution of the same is pending before the lower court, the same has not been recognized to comply with AS-9 on Revenue Recognition.

All the courts below the Hon'ble Supreme Court had decided in favour of Puncom but unfortunately the Hon'ble Supreme Court on 19.01.2015 had decided against the ex-parte decree earlier made in favour of the Company. Accordingly, now in view of protracted litigation and uncertainty of the amount realizable, pending settlement of the case, the accrued interest standing at the beginning of the year amounting to Rs.115.63 lacs has also been provisioned by the company. The same has also been dealt in accordance with applicable AS -29 "Provisions, Contingent Liabilities and Contingent Assets". [Refer Matter of Emphasis Para (a) of Independent Auditor's Report]

b) Regarding accounting of certain income and expenditure on cash basis, the same has been accounted for as per disclosures made in Significant Accounting Policy I(b). [Refer Matter of Emphasis Para (b) of Independent Auditor's Report]

c) Regarding provision of Rs.52.35 lacs for 30% back wages of Sh. A.S. Gill, the same has been correctly provided for in books of accounts in compliance with applicable Accounting standards and order of Hon'ble Supreme Court. [Refer Matter of Emphasis Para (c) of Independent Auditor's Report]

d) Regarding selection of Company for disinvestment by Cabinet Committee on Disinvestment in 2003, we are to inform that there is no final decision in respect of mode of Disinvestment during FY 2014-15. Relevant developments in this matter have already been informed and explained to Auditors for which reference can be made to Point 1 of Report on Directions u/s 143(5) of Companies Act 2013, [Refer Matter of Emphasis Para (d) of Independent Auditor's Report]

e) The excise and custom duty demand of Rs.30.20 lacs is disputed with Deputy Commissioner of Customs, New Delhi, Excise and Custom department. In this regard Puncom had submitted the reply/ necessary documents but no further communication has been received till date. [Refer Annexure to the Independent Auditor's Report Point VII (b)(i)]

f) As regards Sales Tax demand including interest aggregating to Rs.14.85 lacs (net of pre deposit), which is disputed, we are to inform that company has filed an appeal and the same is pending at the office of Sales Tax Appellate Tribunal, Andhra Pradesh. [Refer Annexure to the Independent Auditor's Report Para VII (b)(ii)]

g) Regarding Sales Tax demand including interest aggregating to Rs.16.77 lacs, which is disputed, we are to inform that company has filed an appeal and the same is pending at the office of Ld. Senior Joint Commissioner, Salt Lake Taxation appellate office (South 24 Parganas), Kolkata, West Bengal. [Refer Annexure to the Independent Auditor's Report Para VII (b)(iii)]

Management's reply to Secretarial Auditor's Report

Secretarial Auditors have reported that the Company is not complying with the desired ratio of Independent Directors in their report for the financial year 2014-2015. Efforts to comply with the desired ratio were made. However, as on the date of this report, the Company is maintaining the desired ratio.

Internal Audit & Controls

Puncom, being a Government owned undertaking, is subject to various internal Audits and Controls. M/s Rakesh Krishan & Associates, Chartered Accountants, were engaged as Internal Auditors during the Financial year 2014-2015. During the year, Puncom continued to implement their suggestions and recommendations to improve the control environment. Internal Auditors findings were discussed with the product owners and suitable corrective actions have been taken as per the directions of the Audit Committee on an ongoing basis to improve efficiency in operations. Thus, there were adequate internal controls w.r.t. the Financial Statements.

Particulars of Deposits under Section 73 of the Companies Act, 2013

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

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

The particulars with respect to Loans and Guarantees under section 186 of the Companies Act, 2013 are NIL.

Particulars of Related Party Transactions Under Section 188 of the Companies Act, 2013

Puncom has not entered into any Related Party Transaction except with its Holding Company Punjab Infotech which is at arm's length price and governed by the provisions of section 188 of the Companies Act, 2013. The details of the same are given in the prescribed form AOC 2 and is annexed herewith.

Disclosures relating to Remuneration of Directors and KMP:

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

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

b) Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year :

c) Percentage increase in the median remuneration of employees in the financial year : 16%

d) Number of permanent employees on rolls of the Company : 232

e) Relationship between average increase in remuneration and company performance: Average increase in remuneration is equivalent to rate of inflation declared by state for the purpose of DA. The company being an undertaking of Punjab Government follows applicable pay-scales uniformly for all its employees as per the respective designation and tenure of employee with the company.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: There are no performance linked hikes, variable pay or special monetary benefits for Directors/KMPs.

g) Market Capitalisation of the Company, Price earning ratio

The Company came out with its Initial Public Offer in October 1994 @ Rs.250 per share (including Rs.240 as share premium). Market quotations of the shares of the company have decreased by 79.64% and have come down to Rs.50.90 (Closing Price at 31st March, 2015).

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

i) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company: The Company being an undertaking of Punjab Government follows applicable pay-scales uniformly for all its employees as per the respective designation and tenure of employee with the company. There are no performance linked hikes, variable pay or special monetary benefits for Directors/KMPs.

j) Key parameters for any variable component of remuneration availed by the directors : NIL

k) Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : N/A

l) affirmation that the remuneration is as per the remuneration policy of the company : Yes

B. Companies (Particulars of Employees) Rules, 1975

As per Section 134 of the Companies Act, 2013 and Section 217(2A) of the Companies Act, 1956 (wherever applicable) read with the Companies (Particulars of Employees) Rules, 1975, the Company is required to give the list of employees who have been paid annual remuneration of Rs.60,00,000/- or above and a monthly remuneration of Rs.5,00,000/- and above in case the employee worked for less than a year. Since there is no employee drawing remuneration exceeding the aforesaid limits, hence the same is not applicable.

Puncom's shares on the Bourses

The Shares of your Company are listed with The Bombay Stock Exchange Limited, Mumbai (BSE) only. Presently approx. 95% of the company's shares have been dematerialized. During the year under report, the share price of the company ranged between the low of Rs.47.10 (26th March, 2015) to the high of Rs.107.75 (17th June, 2014).

Disclosure w.r.t. Conservation of energy, technology absorption and Foreign Exchange Earnings and Outgo:

A. CONSERVATION OF ENERGY

a) Steps taken & impact on conservation of energy:

Steps taken: We have continued with the practice of switching off the supply to the areas where the lights are not required or where the production work is not taking place.

Impact: The consumption has reduced due to the above measures taken.

b) Steps taken for utilizing alternate sources of energy : The system is in place for alternate sources of energy.

c) Capital investment on energy conservation equipments : NIL

B. TECHNOLOGY ABSORPTION

a) Efforts made towards technology absorption: Efforts in brief made towards technology absorption, adoption and innovation.

b) Benefits derived: Company shall be able to achieve significant cost reduction and improvement in the product and generate new markets; and as a result shall be able to strengthen its position in its market segments

c) Technology imported (during the last three years) :

Details of technology imported NIL

Year of Import N/A

Whether the technology has been fully absorbed NIL

If not absorbed, areas where absorption has not taken place and reasons thereof N/A

d) Expenditure incurred on Research and Development

(Rs.In lacs)

Current Year Previous Year

Capital NIL NIL

Recurring NIL NIL

Total R&D expenditure as a %age of total turnover NIL NIL



Material changes and Commitments affecting the financial position of the company after the close of the year

The particulars with respect to Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year i.e. 31st March, 2015 till the date of this report i.e. 12th August, 2015 under Section 134(3)(l) of the Companies Act, 2013 are as follows :

1. The appointment of Global Advisors and Legal Advisors for the purpose of disinvestment has been terminated and as per the decision of the Core Group of Officers on Disinvestment, fresh appointment of Global Advisors and Legal Advisors is to be made from Sale of Assets point of view.

Corporate Social Responsibility

As the Company is not covered under the provisions of section 135 of the Companies Act, 2013, hence the Company has not formed any Corporate Social Responsibility Committee to carry on CSR programs and activities.

Details of significant and material orders passed

Following significant orders were passed by Courts, Tribunals affecting the going concern status and operations in future of the company :

a) In the matter of Punjab Communications Limited v/s State of UP, an application under Order 9 Rule 13 of the Civil Procedure Code was filed by the State of UP, which was decided in all the lower and High court in favour of the company. However, on appeal of the State of UP before the Hon'ble Supreme Court of India, the decision was reversed, The company has filed a Curative Petition and the same is pending in the said Court.

b) Your Company is in the list of Companies to be disinvested by the Government of Punjab and steps in this regard have already been initiated by them.

Adequacy of Internal Financial Controls

The company has adequate internal financial controls with reference to financial statements and these are working effectively.

Management Discussion and Analysis Report

The Management Discussion and analysis Report for the year under review as stipulated under the Listing Agreement with the Stock Exchange(s) is annexed as Annexure and is an integral part of this report.

Corporate Governance Report

The Corporate Governance Report for the year under review as stipulated under the Listing Agreement with the Stock Exchange(s) is annexed as Annexure and is an integral part of this report.

Industrial Relations

The employee-employer relationship remained cordial and harmonious throughout the year. The Board of Directors of your Company placed on record their satisfaction for the dedicated services rendered by the employees of the company.

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in the prescribed form MGT-9 is enclosed as Annexure and is an integral part of this Report.

Acknowledgement

The Board places on record its gratitude to the BSNL, Punjab Energy Development Agency (PEDA), Department of Railways, Ministry of Defence, VSNL, MTNL, PGCIL, PSEB and other esteemed customers in India and abroad. The Board also places on record its gratitude to IndusInd Bank & Allahabad Bank for their keen interest in the affairs of the company, continuous help and co-operation for successful working of the Company. The Board also places on record its gratitude to the Punjab Information Communications and Technology Corporation Limited (PICTCL), the Holding Company, for its guidance and support.

The Board also places on record its appreciation for the dedication, commitment and hard work of staff at all levels. The Board in particular acknowledges the co-operation of esteemed shareholders for their constant support and for the confidence reposed in the Management of the Company.

Place : S.A.S. Nagar (ANIRUDH TEWARI)

Date : August 12, 2015 CHAIRMAN

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended 31st March 2014.

Financial Results Rs In lacs

Particulars 2013-14 2012-13

Gross Income 3226.77 3623.38

Total expenditure 3725.88 3443.89

Profit before tax -630.78 310.67

Profit/Loss after tax -684.64 300.19

Dividend Nil Nil

Paid up equity 1202.36 1202.36

Profit/Loss appropriated to General Reserve -684.64 300.19

Reserves (Including Capital Reserves) 9233.28 10024.02

Net fixed assets 449.53 497.57

Capital employed 10570.59 11228.82

Earning/Loss per share (in Rs.) -5.69 2.50

Cash earning/loss per share (in Rs.) -4.92 0.86

Book value per share (in Rs.) 86.81 92.94

includes exceptional item of Rs. 271.48 Lacs Review of Operations During the year, the company continued its efforts to improve sales of its own products i.e. Primary Drop/Insert Multiplexer as well as PLCC (Power Line Carrier Communication equipment). The company is also looking for tie ups with national and international companies to enhance its product line. Further due to aggressive marketing tie-ups, the company achieved a healthy turnover of approx. Rs. 2038.48 Lacs in financial year 2013-14 besides income of Rs. 1188.28 Lacs from other activities.

The book value of share held by you is around Rs. 86.81/- per share and the Reserves stood at approx. Rs. 9233.28 Crores. The Company has invested an amount of Rs. 41.4 lacs during the year in acquiring fixed assets. We are thankful for continuous support of our esteemed customers all through & also continuous support of shareholders, bankers and stakeholders, including the business associates as they reposed undoubting faith in the Company. Puncom offered value-added products and services to the customers on the basis of strategic and effective use of technology aided by aggressive market and product initiatives.

Dividend

Due to inappropriate profits in the current year, the Board of Directors of your Company has not recommended any dividend for the year 2013-14.

Change in Directorship

Following changes, in the constitution of Board of Directors, happened during the period under review upto 12th August, 2014.

Sh. Asish K. Bhattacharyya has been appointed as Independent Director w.e.f. 12th August, 2013. Further Sh. D. K. Tiwari, IAS was appointed as Vice Chairman and Director of our company w.e.f. 10th September, 2013 replacing Sh. Vijay N Zade, IAS. Later Sh. D. K. Tiwari, IAS was appointed/ re-designated as Vice Chairman and Managing Director of the company w.e.f. 23rd September, 2013.

Subsequently, Smt. Kavita Singh, IAS was appointed as Vice Chairperson and Managing Director in place of Sh. D. K. Tiwari, IAS w.e.f. 29th January, 2014. However her nomination as VC & MD was withdrawn w.e.f. 1st April, 2014. Consequent to that Sh. D. K. Tiwari, IAS was appointed as Vice Chairman and Managing Director of our Company in place of Smt. Kavita Singh, IAS w.e.f. 15th May, 2014.

The Company also appointed Sh. D. P. Reddy, IAS as Director & Chairman in place of Sh. Karan Avtar Singh, IAS w.e.f. 10th June, 2014. Recently Sh. Raj Kamal Chaudhary, IAS was appointed as Director & Vice Chairman of our company w.e.f. 3rd July, 2014.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility

Statement, it is hereby confirmed :

i) That in the preparation of accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 and the Companies Act, 1956 wherever applicable for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

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

Puncom's Subsidiaries

Your company has two subsidiaries namely M/s PCL Telecom Limited and M/s Punjab Digital Industrial Systems

Limited. The former one is not in operations since 1997-98 and an application for winding-up was filed before the Hon'ble

Punjab & Haryana High Court at Chandigarh. The Court on 20th October, 2005 has passed the order of its winding-up.

Subsequently the Statement of Affairs has been filed with the Official Liquidator attached with the said Court. The Hon'ble Court is yet to issue the dissolution order.

M/s Punjab Digital Industrial Systems Limited, the other subsidiary is also not in operation since long. Accordingly, a winding-up petition was filed with the Hon'ble Punjab & Haryana High Court at Chandigarh for winding-up of the company. The Court on 20th February 2009 has passed the order of its winding-up. Subsequent to that, the Statement of Affairs has been filed with the Official Liquidator attached with the said Court. The records have been compiled and offered for handing over to the 'Liquidator's Office'

Puncom's shares on the Bourses

The Shares of your Company are listed with The Stock Exchange, Mumbai (BSE) only. Presently about 95% of the company's shares have been dematerialized. During the year under report, the share price of the company ranged between the low of Rs. 33.00/- (8th July, 2013) to the high of Rs. 111.95/- (5th November, 2013).

Corporate Plan/ Operations

With lot of hard work and best efforts Puncom has been able to increase its market share of its PLCC product. This has been well supplemented by its V-Mux Product. Though the Government did not make any appreciable change in its policy to promote manufacturing in India, yet Puncom has done reasonably well keeping in mind the stiff competition in Telecom field and squeezing margins.

Puncom is executing some prestigious OFC turnkey projects for railways. Puncom is focusing on outdoor projects in addition to the indoor turnkey projects. This would help Puncom in improving its market share in Railways. Puncom is also offering its V-Mux and Power Plant equipment to other contractors who are executing turnkey projects for Railways. This not only helps in improving the sales but also increase in Puncom make equipment in Railway network.

Puncom has established itself very well in the power utility sector by improving its share of PLCC in various state electricity boards, PGCIL etc. Puncom make PLCC is priced very competitively and therefore it has become difficult for other manufacturers to compete with Puncom. To further increase its market share in this sector Puncom is offering and supplying PLCC equipment to private parties which are undertaking turnkey projects of sub-stations for various state electricity boards.

While Puncom has made good inroads in turnkey projects it is also undertaking repair and maintenance contracts for V- Mux, power plant and PLCC equipment. Undertaking such value added activities would not only help in improving the sales but also help in strengthening the performance of Puncom equipment in various networks of railways, power utility sector etc.

In the recent industrial policy of Govt of India, lots of efforts are being made to strengthen and promote manufacturing sector in India. Puncom is making continuous efforts to add new products to its kitty by having tie-ups with other potential companies which may like to establish their manufacturing base in India. Puncom is also in continuous search of companies which are looking for a tie-up from services point of view involving installation, erection and commissioning work for equipments in which Puncom has experience.

The Future

- India has seen an exponential growth of telecom network in India for several years now, leading to an increase in subscriber density to an impressive 80% and a sizeable broadband penetration. Liberal government policies and fierce competition between operators have ensured that India received latest and best equipments and technologies from largest equipment MNCs at lowest prices. Unfortunately, this technology upgrade, by-passed Indian telecom manufacturers, as majority of the equipment was simply imported fully finished into India. Government of India has now become sensitive to the huge current account deficit caused by unbridled import of MNC equipment, and is creating policy frame work, including preference for increased domestic manufacturing in telecom and IT. Driven by these imperatives, and by the gradual maturing of industry, domestic manufacturing by MNCs directly or in tie ups is likely to increase with increased localization and IP content.

- Fortunately large scale upgrade of main telecom network and IT in general is also changing the work environment and catalysing other segments like power, railways, defence, government, security, education etc to upgrade their networks and work processes and are generating new business opportunities. New areas of network and information security, renewable energy, green and clean technologies, information access and automation etc are becoming increasingly important and emerging as new growth segments. Apart from this, defence with its unique domestic focus remains a major potential growth segment.

- Historically, Puncom has been deriving its revenue mainly from Power, Railway and BSNL segments. Unfolding

telecom and industrial scenario however foresees increased role of new revenue streams from emerging growth segments. Puncom is monitoring these emerging trends and is on look out for appropriate opportunities for itself for sustenance and growth and preparing itself to meet the merging challenges in the changing environment.

Managements Reply to Auditors Remarks

M/s B. Rattan & Associates, Chartered Accountants, was appointed as Statutory Auditors of the Company for the year 2013-2014. Notes to Accounts forming part of Annual accounts are self-explanatory and exhaustive to the remarks of Auditors in their report dated 30th May, 2014.

i) As regards non-recognition of the accrued interest amounting to Rs. 968.43 lacs (up to 12.07.2005 i.e date of deposit of Rs. 735.63 lacs by UP Government) from UPCSMFL as per decree awarded by the court, we are of the opinion that there being contingency in realization of interest in near future and as the execution of the same is pending before the lower court the same has not been recognized. Matter being sub-judice will be decided as per the legal procedure. The same has been in accordance with AS-9 on Revenue Recognition. [Refer Matter of Emphasis Para (a) of Independent Auditor's Report]

ii) Regarding accounting of certain income and expenditure on cash basis, the same has been accounted for as per disclosures made in Significant Accounting Policy. [Refer Matter of Emphasis Para (b) of Independent Auditor's Report]

iii) The excise and custom duty demand of Rs. 30.20 lacs is disputed with the Excise and Custom department. In this regard, Puncom had submitted the reply/necessary documents but no further communications have been received till date. [Refer Annexure to the Independent Auditor's Report Para 9(b) (i)]

iv) As regards Sales Tax demand including interest aggregating to Rs. 14.85 Lacs (net of pre-deposit), which is disputed, we are to inform that company has filed an appeal and the same is pending at the office of Sales Tax Appellate Tribunal, Andhra Pradesh. [Refer Annexure to the Independent Auditor's Report Para 9(b) (ii)]

Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988

As required by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the particulars in respect to Conservation of Energy, Research & Development & Foreign Exchange Earning and Outgo are as follows:

A. CONSERVATION OF ENERGY

a) Energy conservation measures taken:

We have continued with the practice of switching off the supply to the areas where the lights are not required or where the production work is not taking place.

b) Impact of measures at (a) above for reduction of energy consumption and consequent impact on the cost of production of goods:

The consumption has reduced due to the above measures taken.

c) Total energy consumption and energy consumption per unit of production is annexed at Form A and forms part of this report.

B. TECHNOLOGY ABSORPTION

a) Efforts made in technology absorption are annexed herewith as Form B and forms part of this report.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services and export plans : Nil

b) Total Foreign Exchange Used and Earned is given as a part of Form B, which forms part of this report. Companies (Particulars of Employees) Rules, 1975

As per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the Company is required to give the list of employees who have been paid annual remuneration of Rs. 24,00,000/- or above and a monthly remuneration of Rs. 2,00,000/- and above in case the employee worked for less than a year. Since there is no employee drawing salary exceeding the limit, hence the same is not applicable.

Industrial Relations

The employee-employer relationship remained cordial and harmonious through out the year. The Board of Directors of your Company place on record their satisfaction for the dedicated services rendered by the employees of the company.

Acknowledgement

The Board places on record its gratitude to the BSNL, and Department of Railways, Ministry of Defence, VSNL, MTNL, PGCIL, PSEB and other esteemed customers in India and abroad, State Bank of India, Union Bank of India, IndusInd Bank & Allahabad Bank for their keen interest in the affairs of the company, continuous help and co-operation for successful working of the Company. The Board also places on record its gratitude to the Punjab Information Communications and Technology Corporation Limited (PICTCL), the Holding Company, for its guidance and support.

The Board also places on record its appreciation for the dedication, commitment and hard work of staff at all levels. The Board in particular acknowledges the co-operation of esteemed shareholders for their constant support and for the confidence reposed in the Management of the Company.

Place : S.A.S. Nagar (Mohali) ( D. P. REDDY ) Date : August 12, 2014 CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended 31st March 2010

Financial Results (Rs. in lacs)

Particulars 2009-10 2008-09

Gross income 12057 14071

Total expenditure 11810 13760

Profit/Loss before tax 177 184

Profit/Loss after tax 152 266

Dividend Nil Nil

Paid up equity 1202 1202

Profit/Loss appropriated to General Reserve 99 317

Reserves (Including Capital Reserve) 9651 9551

Net fixed assets 650 726

Capital employed 10856 10868

Earning/Loss per share (in Rs.) 1.27 1.99

Cash earning/loss per share (in Rs.) 2.31 4.78

Book value per share (in Rs. ) 90.28 89.22

Review of Operations

During the year due to aggressive efforts the company could improve sales of its own products i.e. Primary Drop/Insert Multiplexer as well as PLCC (Power Line Carrier Communication equipment). The company is also looking for tie ups with national and international companies to enhance its product line. Further due to aggressive marketing tie-ups, the company achieved a healthy turnover of approx Rs. 110 Cr. in financial year 2009-10 besides income of Rs. 10 Cr. from other activities.

The book value of share held by you is Rs. 90.28/- per share and the Reserves stood at Rs. 96.51 Crores. The Company has invested an amount of Rs. 11.43 lacs during the year in acquiring fixed assets. We are thankful for continuous support of our esteemed customers all through & also continuous support of shareholders, bankers and stakeholders, including the business associates as they reposed undoubting faith in the Company. Puncom offered value-added products and services to the customers on the basis of strategic and effective use of technology aided by aggressive market and product initiatives.

Dividend

Due to inappropriate profits in the current year, the Board of Directors of your Company has not recommended any dividend for the year 2009-10.

Change in Directorship

During the financial year 2009-10, Maj. Gen. G.S. Bains resigned from the Board of your company.

Directors Responsibility Statement

Pursuant to the requirement under section 217J2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of accounts for the financial year ended 31" March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detecting fraud and other irregularity;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Puncoms Subsidiaries

Your company has two subsidiaries namely IWs PCL Telecom Limited and M/s Punjab Digital Industrial Systems Limited. The former one is not in operations since 1997-98 and an application for winding-up was filed before the Honble Punjab & Haryana High Court at Chandigarh. The Court on 20th October, 2005 has passed the order of its winding-up. Subsequently the Statement of Affairs has been filed with the Official Liquidator attached with the said Court. The Honble Court is yet to issue the dissolution order,

M/s Punjab Digital Industrial Systems Limited, the other subsidiary is also not in operation since long. Accordingly, a winding-up petition was filed with the Honble Punjab & Haryana High Court at Chandigarh for winding-up of the company. The Court on 20,h February, 2009 has passed the order of its winding-up. Subsequently, the Statement of Affairs has been filed with the Official Liquidator attached with the said Court. The records are being compiled for onward submission to the Official Liquidator office.

Puncoms shares on the Bourses

The Shares of your Company are listed with The Stock Exchange, Mumbai (BSE) only. Presently about 95% of the companys shares have been dematerialized and during the year under report, the share price of the company ranged between the low of Rs. 121- to the high of Rs. 70/-.

Corporate Plan/Operations

The telecom markets in India have seen rapid changes in the recent years where the focus has been more on GSM networks and associated value added services than on landline and manufacturing.

Puncom is making all possible efforts to make its presence felt in the area of its strength i.e. manufacturing and is catering to some niche markets. The existing products viz, V-Mux, PLCC, Power Plant and spares of old products though are in the advanced stages of their product life cycles, yet they are giving reasonably good turnovers. Efforts are being made to consolidate the position for these products in the existing markets.

Besides this, Puncom is active in value added services like turnkey projects, repair and maintenance. With the recent developments in the telecom sector regarding the security concerns of Indian Govt, most of the telecom companies are making efforts to set up manufacturing bases in India to Indianise their operations. Your company has made lot of efforts in tying up with some multi-national companies for establishing their production base at Puncom. Puncom has already signed an MOU with one such company for manufacturing its non-core RF products. However, certain policy changes are expected from the Indian Govt in the near future to address the security concerns.

The Company is speaking to a multinational company based in Israel for a tender based marketing tie-up for railway and power sector. An NDA has been signed with the company. Further, discussions are being held with the company to explore the possibility of broadening the product base which could cater to different market segments. The Company is also making continuous efforts to add more technologically advanced products to its kitty by way of TOT with a view to maximize the sale.

The Company has recently introduced some new training programmes and is formulating strategies to increase the strengths of students in this area of activity by pursuing aggressive marketing techniques.

The Future

For several years now India has been having an exponential growth of telecom network in India leading to an increase in subscriber density to an impressive 52%, which till recently was in single digit, -and a sizeable broadband penetration. Liberal government policies and fierce competition between operators have ensured that India got latest and best equipments and technologies from largest equipment MNCs at lowest prices. Unfortunately, what is also now widely believed that this technology upgrade largely by passed Indian telecom manufacturers, as majority of the equipment was simply imported fully finished into India and did not lead to policy mandated technology import which normally happens when imports of this magnitude are involved. Unable to compete against MNCs, most of the Indian telecom companies either resorted to trading of MNC equipment or shifted to project work and related new segments. Lately, Government of India has become aware of the policy level mismatch and resultant security concerns of having a telecom network of mostly foreign origin and there is a talk of some corrective steps.

Fortunately large scale upgrade of main telecom network and IT in general is also changing the work environment and catalysing other segments like power, railways, defence, government, security, education etc to upgrade their networks and work processes and are generating new business opportunities. New areas of network and information security, renewable energy, green and clean technologies, information access and automation etc are becoming increasingly important and emerging as new growth segments. Apart from this, defence with its unique domestic focus remains a major potential growth segment.

It is also expected that with the maturing of Indian telecom segment, and with suitable Government policy push, larger proportion of telecom equipment manufacture shall shift to India and will lead to increase share of indigenous equipments and higher contract manufacturing opportunities.

Historically Puncom has been deriving its largest revenue from BSNL segment though Railway and Power have also been significant contributors. Unfolding telecom and industrial scenario however foresees increased role of new revenue streams from emerging growth segments. Puncom is monitoring these emerging trends and is on look out for appropriate opportunities for itself for sustenance and growth and preparing itself to meet the merging challenges in the changing environment.

Managements Reply to Auditors Remarks

M/s Raj Gupta & Co. Chartered Accountants, was appointed as Statutory Auditors of the Company for the year 2009- 2010. Notes on Accounts forming part of Annual accounts are self-explanatory and exhaustive to the remarks of Auditors in their report dated.

i) As regards non-recognition of the accrued interest amounting to Rs. 968.43 lacs (upto 12.07.2005 i.e date of deposit of Rs. 735.63 lacs by UP Government) from UPCSMFL as per decree awarded by the court, we are of the opinion that there being contingency in realisation of interest in near future and as the execution of the same is pending before the lower court the same has not been recognized. Matter being sub-judice will be decided as per the legal procedure. The same has been in accordance with AS-9 on Revenue Recognition. [Refer Audit Report Para4(vi)(a)]

ii) As regards observation made by the Auditors regarding recognition of revenue on sales amounting to Rs. 27.79 lacs which has not been in accordance with Accounting Standard (AS-9) issued by Institute of Chartered Accountants of India (ICAI), the same have been accounted for as per past practice. [Refer Audit Report Para 4(vii)(b)J

iii) Regarding accounting of certain income and expenditure on cash basis, the same has been accounted for as per disclosures of Accounting Policy given in Schedule 22 of the accounts. [Refer Audit Report Para 4(vii)(c)]

iv) As regards excise duty demand including penalty and interest aggregating to Rs. 268.94 lacs (net of pre-deposit) which is disputed, we are to inform that company has filed an appeal and the same is pending before the Central Excise Tribunal. [ReferAnnexure to Audit Report Para 9(b)(1)]

v) The excise and custom duty demand of Rs. 31.90 lacs is disputed with the excise and custom department. In this, Puncom had submitted the reply/necessary documents but no further communications have been received till date [Refer Annexure to Audit Report Para 9(b)(ii)]

vi) As regards Sale Tax demand including interest aggregating to Rs 5.04 Lacs (net of pre deposit), which is disputed, we are to inform that company has filled an appeal and the same is pending in the office of Commissioner Appeal, Commercial Taxes, Uttar Pradesh. [ReferAnnexure to Audit Report Para 9(b)(iii)j

Explanation for variation in Published results vis-a-vis Audited results for the year ended 31" March, 2010

The Board of Directors adopted the Un-audited Financial Results for the financial year 2009-10 on quarterly basis and later on (un-audited annual results) in its Board Meeting held on 10th May, 2010, which were subsequently published as well as sent to stock exchanges vide our letter dated 10" May, 2010, pursuant to clause 41 of the listing agreement. The sum total of the published Quarterly Un-audited results for the first, second, third and fourth quarter for the year ended 31" March, 2010 and the audited results as on that date along with variation is given hereunder:

Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988

As required by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the particulars in respect to Conservation of Energy, Research & Development & Foreign Exchange Earning and Outgo are as follows:

A. CONSERVATION OF ENERGY

a) Energy conservation measures taken:

We have continued with the practice of switching off the supply to the areas where the lights are not required or where the production work is not taking place.

b) Additional Investments and Proposals if any being implemented for reduction of consumption of energy: No Investment and no proposals at present.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

The consumption has reduced due to the above measures taken.

d) Total energy consumption and energy consumption per unit of production is annexed at Form A and forms part of this report.

B. TECHNOLOGYABSORPTION

Efforts made in technology absorption are annexed herewith as Form B and forms part of this report.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services and export plans: The Company has tied-up with HUAWEI Group for supply of cutting edge technology products in the transmission like SDH, DWDM, Super WDM etc. to major customers in India like BSNL.MTNL.

b) Total Foreign Exchange Used and Earned is given as a part of Form B, which forms part of this report. Further the company is planning to enter defence market under tie-up with a MNC/Foreign Company.

Companies (Particulars of Employees) Rules, 1975

As per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the Company is required to give the list of employees who have been paid annual remuneration of Rs. 24,00,000/- or above and a monthly remuneration of Rs. 2,00,000/- and above in case the employee worked for less than a year. Since there is no employee drawing salary exceeding the limit, hence the same is not applicable.

Industrial Relations

The employee-employer relationship remained cordial and harmonious throughout the year. The Board of Directors of your Company place on record their satisfaction for the dedicated services rendered by the employees of the company.

Acknowledgement

The Board places on record its gratitude to the Bharat Sanchar Nigam Limited (BSNL), Department of Railways, Ministry of Defence, VSNL, MTNL, PGCIL, PSEB and other esteemed customers in India and abroad, our consortium bankers viz. State Bank of India (Lead Bank), Allahabad Bank, Induslnd Bank & Union Bank of India for their keen interest in the affairs of the company, continuous help and co-operation for successful working of the Company. The Board also places on record its gratitude to the Punjab Information Communications and Technology Corporation Limited (PICTCL), the Holding Company, for its guidance and support.

The Board also places on record its appreciation for the dedication, commitment and hard work of staff at all levels. The Board in particular acknowledges the co-operation of esteemed shareholders for their constant support and for the confidence reposed in the Management of the Company.

Place: S.A.S. Nagar (Mohali) (SARWAN SINGH CHANNY)

Date : November 10, 2010 CHAIRMAN