Directors Report of Tamilnadu Telecommunications Ltd.

Mar 31, 2025

The Board of Directors hereby submits the Thirty Seventh
Annual Report of the Company with Audited Financial
Statements for the period from 1st April 2024 to 31st March
2025 along with the Auditors Report.

FINANCIAL HIGHLIGHTS

The financial performance of your company is as given below:-

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	-	-
Other Income (Net)	69.54	2.50
Total Revenue	69.54	2.50
Total Expenditure	217.33	369.92
Finance Charges	1373.58	1068.67
Extraordinary / Exceptional items	-	-
Gross Profit / (Loss) after interest before Depreciation & Tax	(1521.37)	(1436.09)
Depreciation and Amortization Expense	26.46	25.79
Provision for Taxation / Deferred Tax	-	-
Net Profit / (Loss)	1547.83	(1461.88)
Other Comprehensive Income /(Loss): Item that will not be reclassified to Profit and Loss	28.78	1.97
Total Comprehensive Income/(Loss) for the Period	(1576.60)	(1459.91)

The net loss after Tax is Rs. (1576.60) lakhs against net loss of
Rs.(1459.91) lakhs made during the previous year.

Review of Operations

During the year under review, the company''s other income
was Rs. 69.54 Lakhs and the sale was still nil.

You are aware that the Company is passing through a tough
period for past several years. The plant is still non-operational
due to the requirement of huge fund for major repairing of very
old machineries. But your management is trying hard to revive
the company.

During the year, management has explored the possibility of
various ways to monetize the company based on the Detailed
Project Report (DPR) submitted by the renowned Consultant.

With your support the company is expected to start earning
revenue from the next year.

Market Scenario and Outlook

The market is expected to grow significantly in the coming
years, with forecasts projecting strong CAGR growth, making
India a key manufacturing hub for high-quality optical fiber and
a growing consumer of its advanced infrastructure.

The outlook for optical fiber in India is highly positive and
rapidly growing, driven by the amended Bharatnet Program for
connecting Gram Panchayats & villages, widespread adoption
of 5G, the expansion of Fiber-to-the-Home (FTTH) services,
and strong government initiatives like Digital India and Smart
Cities Mission.

India''s digital terrain is changing at a rapid speed. There are
more than 969 million internet users in India. Widespread
smartphone use, the rising popularity of online services such
streaming, e-commerce, and remote work all help to drive
this explosion. As a result, India''s digital infrastructure must
include optical fiber since the need for fast internet / intranet.

Top Impacting Opportunities/Drivers:

Government initiative: Optical fiber demand is being raised
in great part by government projects as BharatNet and the
Smart Cities Mission. BharatNet connects approximately
2.50 lakh Gram Panchayats using optical fiber to close the
urban-rural digital divide, therefore offering high-speed
broadband to rural areas. There is a huge requirement of
optical fiber cable more than 5 lakhs kms.

Implementation of 5G: The rollout of 5G technology requires
substantial investment in fiber optic networks to handle
increased data traffic and deliver high-speed, low-latency
services. Fiber optic networks play a crucial role in 5G
networks by providing high-capacity backhaul connections.
They ensure fast and reliable data transmission between cell
towers and core network infrastructure, thus supporting the
high-speed wireless connectivity promised by 5G technology.
Telecom leaders are relying on fiber optic cable to fulfill the
extensive demand for 5G connectivity.

Fiber to the Home (FTTH) connectivity: FTTH is a popular
integrated communication technology that uses fiber optic
technology to enable faster and more effective communication.
The technology connects homes to the operator through optic
fiber wires. It is the most advanced technology for building the
next generation of communication networks. For instance,
Broadband connections are used by more than 944 million
customers.

Technological advancements in the fiber optic cable

technology: With ongoing technological development, the
optical fiber market in India seems to have bright future.

Companies are looking at novel materials and approaches
to improve optical fiber endurance and efficiency to transport
ultra-high speed data.

Increased Investments: Significant investments are being
made by both public and private sectors in building and
expanding optical fiber network infrastructure.

Cautionary Statement

Statements in the Boards'' Report contain forward looking
statements. Actual results, performances or achievements
may vary materially from those expressed or implied,
depending upon economic conditions, Government policies,
subsequent developments and other incidental factors.

Risk & Concern

The industry is facing challenging cost pressures as the cost of
major raw materials are going up due to shortage & increase
in oil prices. The variations in exchange rate fluctuation are
also a threat towards cost of production. The competition
within OFC business is becoming fierce due to emerging
new technologies and frequent new product introductions in
Optical fiber products which command competitive prices and
preference in the market. The market price of cables is also
varying due to competition.

Directors

In accordance with Sec.152 (6) and (7) of the Companies Act,
2013, read with Articles 79 & 80 of the Articles of Association
of the company, Shri S.K.Tata (DIN 10388959) and
Tmt R. Bhuvaneswari, (DIN 06370681), will retire from the
directorship of the company by rotation and being eligible,
offer themselves for re-appointment.

Directors’ Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013,
the Directors of the Company hereby state and confirm that -

a) In the preparation of the annual accounts the applicable
accounting standards had been followed.

b) They 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 as at 31st March 2025, and the loss of the
Company for the year ended on that date.

c) They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going
concern basis considering the comparative growth in

OFC market, future prospects of the Company with the
support of TCIL.

e) They have laid down internal financial control to be
followed by the company and that such internal financial
control is adequate and was operating effectively.

f) They have devised proper system to ensure compliance
with all provision of all applicable laws and that systems
were adequate and operating effectively.

Extracts of the Annual Return

Pursuant to the amendments to Section 134(3)(a) and
Section 92(3) of the Act, 2013 and read with Rule 12 (1) of
the Companies (Management and Administration) Rules,
2014, the Annual Return (Form MGT-7) for the financial year
ended March 31,2025, is available on the Company''s website
and can be accessed at https://ttlofc.in/AnnualReturn.html.
The extract of the Annual Return in Form MGT-9 has been
attached.

Corporate Governance

A report on Corporate Governance with the Practicing
Company Secretaries Certificate on compliance with
conditions of the Corporate Governance has been attached
as to form part of the Report.

Clarification on Practicing Company Secretaries observations
is given below:

1. Due to the non-appointment of Independent
Directors, the Company has not complied with
Section 149(4), 177(1), 178(1), and Schedule IV of the
Companies Act, 2013 as well as with Regulations
17(1) (b), 18 (1), 19(1) and 25 (3) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, in
terms of minimum number of Independent Directors
in the Board, Constitution of Audit Committee, and
conducting a separate meeting of Independent
Directors respectively.

Company’s reply:

Points No (1): The Company is Joint sector Govt. Company
with 49% of its shares held by TCIL, a Govt. of India Enterprise
and 14.63% held by TIDCO, a Govt of Tamilnadu Enterprise.
Being a Govt. Company, action has already been taken for
induction of Independent Directors Constitution of Audit
Committee as per 18 (1) and Constitution of Nomination and
Remuneration Committee as per regulation 19(1) of SEBI
LODR and separate Independent Directors Meeting as per
25(3) of SEBI LODR shall be conducted after appointment of
required number of Independent Directors by the Ministry of
Telecommunications.

Energy, Technology and Foreign Exchange

Particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as
required under Sec.134 (3)(m) of the Companies Act, 2013
are enclosed as part of the Report.

Details of director or Key Managerial Personnel who
were appointed or have resigned during the year.

(i) Tmt R. Bhuvaneswari, (DIN 06360681) was appointed
as nominee Director on 21.05.2024 on the Board of
Company.

(ii) Smt. Leena Rajput, (DIN 10388957) remains as Director
and Chairperson of Audit and Internal Complaints
Committee of the company during the year.

(iii) Shri D. Porpathasekaran, (DIN 09612667) remains as
Director and Chairman of the company during the year.

(iv) Shri. J. Ramesh Kannan remains as Managing Director
(DIN 09292181) and Chief Financial Officer (CFO) of
the company throughout the year under review.

(v) Ms. Swapnil Gupta, Company Secretary and
Compliance Officer of the Company, continued to hold
her posts throughout the year under review. Her position
remains same during the year.

Personnel

The Managing Director/CFO and Company Secretary were on
deputation from the Promoter Company TCIL which is a Govt.
of India Enterprise, holding 49% stake in the Company. Hence
their remuneration was as per the scales applicable to their
cadre in the promoter company.

The number of permanent employees as on 31.03.2025
was 61 excluding two KMP officials on deputation from the
promoter company.

None of the employees drew remuneration of Rs.60,00,000/-
or more per annum Rs.5,00,000/- or more per month during
the year. This information is furnished as required under Rule
5(2)(i) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Human Resources

Your company is glad to announce that the industrial relations
continue to be very cordial. During the year, employees
were given training on lying of Optical cable, OFC splicing,
OFC construction work etc. TTL has been encouraging its
employees to come out with innovative suggestions, which
will pave way for significant cost savings as well as overall
development of the company.

During the year 2018-19, M/s. Telecommunications Consultants
India Limited decided to help TTL employees by taking them
on deputation to work in their various projects in India which
helps the employees to acquire new skill and experience in
services of communication industry. All employees joined in
TCIL on deputation except 8 employees.

Quality Management Systems

It is reported that as a commitment in meeting global quality
standards, your company already has IS/ISO 9001:2015
quality management systems certification from Bureau of
Indian Standards should continue. The license will be renewed
after commencement of production.

Internal Control System

TTL has adequate internal control procedures in respect of all
its operations. It has laid down internal control procedures to
ensure that all assets are safeguarded and protected against
loss from unauthorized use or disposition and transactions
are authorized, recorded and reported correctly. Internal Audit
is being carried out by Independent Audit Firm of Chartered
Accountants on an ongoing basis and it recommends
appropriate improvements apart from ensuring adherence in
company policies as well as regulatory compliance. The Audit
Committee periodically reviews the audit findings.

Transfer to reserves

During the year under review no amount is being transferred
to General Reserve Account.

Dividend

In a view of the losses your directors have not declared any
dividend during the year under review.

Deposits

During the year under section 73 and the rules may be called
the Companies (Acceptance of Deposits) Rules, 2014, the
Company has neither accepted nor renewed any deposits
from public during the year under review.

Corporate Social Responsibility

Since the Company is continuously incurring losses, no CSR
policy has been devised.

Related Party Transactions

There was no contract or arrangements made with related
parties as defined under section 188 (1) of the Companies
Act, 2013 during the year under review.

Research & Development (R&D)

The information as required under the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988
with respect to R&D are not applicable to your Company.

Particulars of Loans, guarantees or investments made
under section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the
company exceeding the limits specified under Section 186 of
the Companies Act, 2013 during the year under review and
hence, the said provision is not applicable.

Unsecured Loan

The unsecured loan amounting to Rs.176.05 Crores as on
30.06.2025 is from related party i.e. holding company, has
been taken on long term basis without any stipulation for
repayment and other terms.

Information under section 197 of the Companies Act,
2013 read with rule 5(2) of the companies (appointment
and remuneration of managerial personnel) rules, 2014
regarding employee’s remuneration

Information as per Section 197 of the Companies Act 2013,
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is not
applicable to your company as there is no employee on the
rolls of the Company. Accordingly, there was no employee
of the Company who received remuneration in excess of the
limits prescribed under of the Companies Act.

Statement under section 134(3)(p) of the Companies
Act, 2013, regarding formal annual evaluation made by
board of its performance and that of its committees and
individual directors

In terms of the notification dated 05.06.2015 issued by Ministry
of Corporate Affairs, the company has been exempted from
the above provision and hence the disclosure is no longer
required.

Material changes and commitments, if any, affecting the
financial position of the company which have occurred
between the end of the financial year to which the financial
statements relates and the date of the report

None

Information under section 134(3)(n) of the Companies Act,
2013 concerning development and implementation of risk
management policy

The company''s operations are completely stopped, only
limited assistance being given by the holding company, which
has a well-defined risk management policy. Your company
has not developed and/or implemented the Risk management
policy on its own.

Details of application made or proceeding pending under
Insolvency and Bankruptcy Code 2016

During the year under review, there were no applications
made or proceedings pending in the name of the company
under the insolvency Bankruptcy Code, 2016.

Details of difference between valuation amount on one
time settlement and valuation while availing loan from
banks and financial Institutions

During the year under review, there has been no one time
settlement of Loans taken from Bank.

Vigil Mechanism under section 177(9) of the Companies
Act, 2013.

Your Company is in process of making the Whistle Blower
Policy/ vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud
or violation of your Company''s Code of Conduct. Adequate
safeguards are provided against victimization to those who
avail of the mechanism will be provided soon.

Auditors

In terms of Section 139 of the Companies Act, 2013, the
Comptroller and Auditor General of India (CAG) had appointed
M/s. Sundaram & Srinivasan, Chartered Accountants as the
Auditors of the company for the year 2024-25 at a remuneration
of Rs.1,00,000/- besides reimbursement of traveling and out-
of-pocket expenses at actual, subject to the other items and
conditions as specified by the CAG.

Independent Auditor’s Report

Clarification on Auditors observations is given below:

Basis for Adverse Opinion

1) We draw attention to Note 1(II)(a) Significant
Accounting Policies & 31 which describes that the
Company''s financial statements have been prepared
using the going concern assumption of accounting.
However, the Company''s accumulated losses of
Rs.2,35,78,744 hundreds (including other
Comprehensive Income) (Previous year Rs. 2,20,02,137
hundreds) has eroded the Net Worth of the Company,
indicating the existence of material uncertainty that
cast doubt about the Company''s ability to continue as
a Going Concern. The Company has not operated its
factory since 2017, and no sales effected for more than
five years. Further, as represented by the company,
the machinery would involve major overhauling cost to
resume operations, and the company is also unable to
obtain support for supply of major raw material required
for manufacture from its supplier. Also, the company
has not bagged any new orders to substantiate the
going concern assumption. Though the company had
received a bid for granting of lease of the manufacturing
facilities and factory premises, and issued Letter of
Award to the lessee, the lessee had not taken over the
premises and the lease income has not generated yet.
Hence, considering the cumulative effect of the factors
detailed above, we conclude that the Going Concern
assumption of the management in preparation of
financial statements is not appropriate.

2) In the view of the significant losses, which have been
incurred by the company during the previous financial
years, the carrying amount of fixed assets needs to be
tested for impairment. The management has not done
impairment testing and in absence of any information
we are unable to comment as to whether any provision
for impairment is required or not.

3) The following financial liability /assets referred to in the
respective note of standalone financial statements, has
been stated at historical cost only, irrespective of the fair
value of the same, which is departure from requirement
of Ind AS 113 (Fair Value Measurement) and Ind AS 109
(Financial Instruments):

a. Amounts due to M/s. Fujikura Limited amounting

to Rs.2,10,061 hundreds (Previous Year

Rs.2,07,991) (In hundreds) (Note No 16)

b. Trade Receivables (considered good) amounting

to Rs.4,67,708 hundreds (Previous Year

Rs.4,67,200) (In hundreds) (Note No 5)

c. Unsecured Trade payables amounting

to Rs.3,67,050 hundreds (Previous Year

Rs.3,60,457) (In hundreds) (Note No 15)

d. Short Term and Long-Term Borrowings due
to Telecommunications Consultants India Ltd
(Parent Company) of Rs. 33,90,692 hundreds
(Previous Year Rs.32,51,640 hundreds) (Note No
12 & 14).

Emphasis of Matter

1) We draw attention to Note No. 48 of the other

explanatory notes to the financial statements which
states the reason for non-recognition of amounts due
to the holding Company viz., Telecommunications
Consultants India Limited amounting to Rs.1,70,22,370
hundreds (Previous Year - Rs.1,57,85,738 hundreds) at
Fair Value in accordance with Ind AS 109. Our opinion
is not modified in respect of this matter.

2) Attention is invited to Note Nos. 5, 7, 9, 15, 16 & 17 of
the notes to financial statements, where the balances
carried in the Trade receivables, Other Financial
Assets, Other Current assets, Trade payables, Other
Financial liabilities, and Other Current Liabilities are
subject to confirmation from all parties (other than
Telecommunications Consultants India Limited) as
stated in Note No. 29. Our opinion is not modified in
respect of this matter.

3) Attention is invited to Note No. 45 of the other
explanatory notes to the financial statements which
states that the Company has not received information
from vendors regarding their status under the Micro,

Small and Medium Enterprises Development Act, 2006.
Our opinion is not modified in respect of this matter.

Company’s Reply to Basis of Adverse Opinion Para 1 of
Going Concern Assumption.

The accounts of TTL are drawn up on the basis of going
concern concept since the company and the promoters of the
company are taking various efforts for revival of TTL.

One of the proposals is monetization of TTL premises including
vacant land along with diversification of business. TTL has
total 9.78 acres of land in Maraimalai nagar, near Chennai.
Factory area is 4.27 acres with a framed structure built up
area of 53265 Sq.ft and vacant land area is 5.51 acres. In this
regard a Request for Proposal (RFP) for has been floated for
Grant of Lease of the Manufacturing Facilities and Premises of
Tamilnadu Telecommunications Factory located in Maraimalai
Nagar, near Chennai, Tamil Nadu.

With the approval from competent authority Letter of Award
has been issued to the party on 24.05.2023. Electricity
connection has been restored on 12.04.2024. After signing of
Lease cum revenue sharing agreement, TIDCO vide its letter
Dt. 10.10.2023 informed TTL to refrain from proceeding further
with the proposal of leasing and not to execute / register the
lease. The Lessee did not take over the factory. The lease has
been cancelled.

The Company is exploring other possible avenues to generate
revenue.

Business partners are being explored for fresh investment in
the company for revival of the factory and in the new areas of
business.

Promoter TCIL has initiated the proposal of sale of entire stake
of TCIL in TTL through DIPAM as per the revised procedure
for strategic disinvestment in CPSEs. DIPAM has given the
In-principal approval and the same has been communicated to
Department of Telecom, Ministry of Communication. Tenders
for Transaction Adviser and Legal adviser were floated by
TCIL and were uploaded in websites of TCIL & TTL in April-25.
This strategic disinvestment will pave the way for revival of the
company by the prospective buyers.

It is pertinent to mention that State-run telco BSNL has
finalized a tender worth around Rs.65,000 crore to implement
the third phase of the Bharat Net project during the FY 24-25.
The tender is part of the Rs 1.39-lakh crore revamped Bharat
Net project, cleared by the Cabinet in August 2023. The
tender aims to connect and upgrade existing 164,000-gram
panchayats and connect around 47,000-gram panchayats
under the new model and there is a huge requirement of
optical fiber cable more than 4,60,000 KMs.

Considering the huge scope of Optical Fiber cable supply
during the immediate future due to implementation of

BharatNet project and with the support of promotors, the
accounts are prepared on going concern basis for this financial
year 2024-25.

As mentioned in our financials, TTL is regularly borrowing
from our holding company TCIL for its raw material support
and working capital support for running day to day operations.
The balances of current liabilities and trade payable pertaining
to related party /our holding company TCIL as on 31/03/2025
are given below:

(i) Current liabilities -

short term borrowing : Rs in hundreds

(a) Bridge Loan : Rs. 11,65,730/-

(b) Working capital support loan : Rs. 22,24,962/-

(ii) Trade payable - Sundry

creditors for raw material support : Rs. 58,94,795 /-

(iii) Other current liabilities -

interest accrued : Rs.77,36,883/-

Total Rs in hundreds : Rs.170,22,370/-

Amounts due to Fujikura Limited amounting to Rs.2,10,061
hundreds

Trade Receivables (considered good) amounting to
Rs.4,67,708 hundreds

Unsecured Trade Payables amounting to Rs.3,67,050
hundreds

This is to state that the above items are reviewed and monitored
on day to day basis in both TTL and TCIL. The balances are
periodically reconciled with TCIL and also approved by board
of directors of TTL.

It may not be out of place to mention that all the realizations
from TTL clients are routed through Escrow account which is
auto credited to TCIL''s Account for which standing instructions
have been given to bank. Moreover, charge has been created
in favour of TCIL against fixed assets and current assets of
TTL for all the TCIL loans, advances and liabilities towards raw
material supply. The loans are repayable on demand basis.

Ind AS 109 requires all financial assets/liabilities to be
recognised initially at fair value and subsequently at amortised
cost it satisfies the criteria with reference to Ind As 32 Para 11
and para 4.2.1 of Ind As 109. Since these financial assets/
liabilities are current in nature, there is immaterial finance cost/
income involved, therefore, as a general practice, demand
deposits are carried at cost and not at fair value/amortised
cost.

In view of the commitment to pay to TCIL, the holding
company/ related party on demand basis, and the company
is taking a conservative approach, management assume book
value of current liabilities at a amortized cost i.e instead to

book profit by discounting liabilities the company prefers to go
and disclose liabilities with full amount under law of prudence.

Company''s Reply to Para 2 of Emphasis of Matter regarding
balances carried in the debtors, creditors, advances &
deposits payable/recoverable are subject to confirmation from
all parties (other than Telecommunications Consultants India
Limited)

Wherever possible the Company is getting confirmation.
Since TTL does not have fund to pay to the Creditor including
M/s.Fujikura, the company does not ask for balance
confirmation from any Creditors which will trigger to make
payment.

Company''s Reply to Para 3 of Emphasis of Matter regarding
Company has not received information from vendors regarding
their status under the Micro, Small and Medium Enterprises
Development Act, 2006.

As stated in Notes to Accounts No.45, the Company has not
received information from the vendors regarding their status
under the Micro, Small and Medium Enterprises Development
Act, 2006.

Cost Auditors:

As per the provisions of the Companies (Cost Records and
Audit) Rules, 2014, the operation of the company is not falling
within the scope of cost audit. Hence cost auditor was not
appointed for the financial year 2024-25.

Secretarial Audit Report

Clarification on Secretarial audit observations is given below:

i. Due to non-appointment of Independent Directors,
the Company has not complied with Section 149(4),
177(1), 178(1) and Schedule IV of the Companies
Act, 2013 as well as with Regulations 17(1)(b), 18(1),
19(1) and 25 (3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, in terms of
minimum number of Independent Directors in
the Board, Constitution of Audit Committee,
Nomination and Remuneration Committee and
conducting a separate meeting of Independent
Directors respectively.

Management reply to the observation:

Point No (i) The Company is Joint sector Govt. Company with
49% of its shares held by TCIL, a Govt. of India Enterprise and
14.63% held by TIDCO, a Govt of Tamilnadu Enterprise. Being
a Govt. Company, action has already been taken for induction
of Independent Directors Constitution of Audit Committee as
per 18 (1) and Constitution of Nomination and Remuneration
Committee as per regulation 19(1) of SEBI LODR and separate
Independent Directors Meeting as per 25 (3) of SEBI LODR
shall be conducted after appointment of required number of
Independent Directors by the Ministry of Telecommunications.

Acknowledgements

The Directors wish to place on record their sincere appreciation
for the encouragement, assistance, support and co-operation
given by Government of India, Government of Tamilnadu and
the Promoters. The Directors appreciate your whole hearted
efforts during the year and solicit your continued support and
co-operation. Your directors acknowledge the continued trust
and confidence you have reposed in this company.

For and on behalf of the Board

-Sd/- -Sd/-

J.Ramesh Kannan R. Karthikeyan
Place: Chennai Managing Director Director

Date : 10.08.2025 (DIN 09292181) (DIN 00824621)

---

Mar 31, 2024

The Board of Directors hereby submits the Thirty Sixth Annual Report of the Company with Audited Financial Statements for the period from 1st April 2023 to 31st March 2024 along with the Auditors Report.

FINANCIAL HIGHLIGHTS

The financial performance of your company is as given below:-

	(Rs. in Lakhs)
Particulars	2023-24	2022-23
Revenue from operations	-	-
Other Income (Net)	2.50	18.32
Total Revenue	2.50	18.32
Total Expenditure	369.92	267.80
Finance Charges	1068.67	921.31
Extraordinary / Exceptional items	-	-
Gross Profit / (Loss) after interest before Depreciation & Tax	(1436.09)	(1170.79)
Depreciation and Amortization Expense	25.79	25.84
Provision for Taxation / Deferred Tax	-	-
Net Profit / (Loss)	(1461.88)	(1196.63)
Other Comprehensive Income /(Loss): Item	1.97	13.73
that will not be reclassified to Profit and Loss
Total Comprehensive Income/(Loss) for the Period	(1459.91)	(1182.90)

The net loss after Tax is Rs.(1459.91) lakhs against net loss of Rs.(1182.90) lakhs made during the previous year.

Review of Operations

During the year under review, the company''s other income was Rs.2.5 Lakhs and the sale was still nil.

You are aware that the Company is passing through a tough period for past several years. The plant is still non-operational due to the requirement of huge fund for major repairing of very old machineries. But your management is trying hard to revive the company.

During the year, management has explored the possibility of various ways to monetize the company based on the Detailed Project Report (DPR) submitted by the renowned Consultant. With your support the company is expected to start earning revenue from the next year.

Market Scenario and Outlook

The global fiber optics market size was valued at USD 7.56 billion in 2023 and is projected to grow from USD 8.22 billion in 2024 to USD 17.84 billion by 2032, exhibiting a CAGR of 10.2% during the forecast period of 2024-2032.

The telecom segment dominated the market in 2023, owing to the surge in data traffic from various sources, including e-commerce, internet, multimedia, and computer networks that requires a transmission medium, which is capable of handling higher bandwidth used to manage the huge amount of data, and this is propelling the demand for fiber optic cables in the telecom infrastructure.

Top Impacting Opportunities /Drivers:

i. BharatNet Phase III Project: BSNL, the state-owned telecommunications company, has floated a tender process amounting to approximately Rs 65,000 crore for the implementation of the phase-III BharatNet project. The tender is part of the 1.39 lakh crore. This initiative seeks to upgrade existing 164,000 gram panchayats and connect approximately 47,000 new gram panchayats under a new model. The scope of the tender includes designing, supplying, constructing, and installing optical fibre cables, switches, routers, and other essential telecom equipment. There is a huge requirement of optical fiber cable more than 5,00,000 kms.

ii. Implementation of 5G: The growth of 5G is anticipated to be fuelled by the hike in consumer data and proliferation of internet of things (IoT) devices. Further more, to meet the set standards, operators from India, have been increasingly investing in optical fiber and related technologies.

Fiber optic networks play a crucial role in 5G networks by providing high-capacity backhaul connections. They ensure fast and reliable data transmission between cell towers and core network infrastructure, thus supporting the high-speed wireless connectivity promised by 5G technology. Telecom leaders are relying on fiber optic cable to fulfill the extensive demand for 5G connectivity.

iii. Increase in adoption of Fiber to the Home (FTTH) connectivity: FTTH is a popular integrated communication technology that uses fiber optic technology to enable faster and more effective communication. The technology connects homes to the operator through optic fiber wires. It is the most advanced technology for building the next generation of communication networks. For instance, fiber connections are used by more than 130 million homes.

iv. Technological advancements in the fiber optic cable technology: Advances in technology to improve bandwidth and reduction in attenuation rate have

created numerous opportunities for the fiber optics market. The optical fibers are getting smaller and smaller to the deployment challenges being raised by end-use applications. As telecom operators started looking for high fiber count cables in reduced diameters, optical fiber, and cable manufacturers are investing in research and development to realize smaller fibers and cables. These cables will be deployed for FTTx and 5G networks.

Cautionary Statement

Statements in the Boards'' Report contain forward looking statements. Actual results, performances or achievements may vary materially from those expressed or implied, depending upon economic conditions, Government policies, subsequent developments and other incidental factors.

Risk & Concern

The industry is facing challenging cost pressures as the cost of major raw materials are going up due to shortage & increase in oil prices. The variations in exchange rate fluctuation are also a threat towards cost of production. The competition within OFC business is becoming fierce due to emerging new technologies and frequent new product introductions in Optical fiber products which command competitive prices and preference in the market. The market price of cables is also varying due to competition.

Directors

In accordance with Sec.152 (6) and (7) of the Companies Act, 2013, read with Articles 79 & 80 of the Articles of Association of the company, Shri. J. Ramesh Kannan (DIN 09292181) and Shri. R. Karthikeyan, (DIN 00824621), will retire from the directorship of the company by rotation and being eligible, offer themselves for re-appointment.

Directors’ Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that -

a) In the preparation of the annual accounts the applicable accounting standards had been followed.

b) They 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 as at 31st March 2024, and the loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis considering the comparative growth in

OFC market, future prospects of the Company with the support of TCIL.

e) They have laid down internal financial control to be followed by the company and that such internal financial control is adequate and was operating effectively.

f) They have devised proper system to ensure compliance with all provision of all applicable laws and that systems were adequate and operating effectively.

Extracts of the Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act, 2013 and read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31,2024, is available on the Company''s website and can be accessed at https://ttlofc.in/AnnualReturn.html. The extract of the Annual Return in Form MGT-9 has been attached.

Corporate Governance

A report on Corporate Governance with the Practicing Company Secretaries Certificate on compliance with conditions of the Corporate Governance has been attached as to form part of the Report.

Clarification on Practicing Company Secretaries observations is given below:

1. Due to the non-appointment of Independent Directors, the Company has not complied with Section 149(4), 177(1), 178(1), and Schedule IV of the Companies Act, 2013 as well as with Regulations 17(1) (b), 18 (1), 19(1) and 25 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in terms of minimum number of Independent Directors in the Board, Constitution of Audit Committee, and conducting a separate meeting of Independent Directors respectively.

Company’s reply:

Points No (1): The Company is Joint sector Govt. Company with 49% of its shares held by TCIL, a Govt. of India Enterprise and 14.63% held by TIDCO, a Govt of Tamilnadu Enterprise. Being a Govt. Company, action has already been taken for induction of Independent Directors Constitution of Audit Committee as per 18 (1) and Constitution of Nomination and Remuneration Committee as per regulation 19(1) of SEBI LODR and separate Independent Directors Meeting as per 25 (3) of SEBI LODR shall be conducted after appointment of required number of Independent Directors by the Ministry of Telecommunications.

2. Non-Compliance of Regulation 46 (2) (b), (c), (e) (f) (g) and (i) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

Company’s reply:

Points No (2): All compliances were done at the exchanges in time but the updation responsibility was outsourced with previous PCS firm due to change in peer review firm during the year, the same was not reflecting on website, the gap was observed and reported. The company later complied with the above observation.

Energy, Technology and Foreign Exchange

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.134 (3)(m) of the Companies Act, 2013 are enclosed as part of the Report.

Details of director or Key Managerial Personnel who were appointed or have resigned during the year.

(i) Shri.P Akash, I.A.S. (DIN 10272137) was appointed as an additional Director on 09.11.2023 on the Board of Company. He will be regularized at the ensuing Annual General Meeting during the year.

(ii) Shri. S. K. Tata (DIN 10388959) was appointed as an additional Director on 09.11.2023 on the Board of Company. He will be regularized at the ensuing Annual General Meeting during the year.

(iii) Mrs. Leena Rajput (DIN 10388957) was appointed as an additional Director on 09.11.2023 on the Board of Company. He will be regularized at the ensuing Annual General Meeting during the year.

(iv) Mrs. Alka Selot Asthana (DIN 10064149) was appointed as nominee Director on 05.04.2023 and remains as Director till 11.08.2023 thereafter she resigned from the company during the year.

(v) Shri. J. Ramesh Kannan remains as Managing Director (DIN 09292181) and Chief Financial Officer (CFO) of the company throughout the year under review.

(vi) Shri D. Porpathasekaran, (DIN 09612667) remains as Director and Chairman of the company during the year.

(vii) Ms. Swapnil Gupta, Company Secretary and Compliance Officer of the Company, continued to hold her posts throughout the year under review. Her position remains same during the year.

Personnel

The Managing Director/CFO and Company Secretary were on deputation from the Promoter Company TCIL which is a Govt. of India Enterprise, holding 49% stake in the Company. Hence

their remuneration was as per the scales applicable to their cadre in the promoter company.

The number of permanent employees as on 31.03.2024 was 63 excluding two officials on deputation from the promoter company.

None of the employees drew remuneration of Rs.60,00,000/-or more per annum Rs.5,00,000/- or more per month during the year. This information is furnished as required under Rule 5(2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Human Resources

Your company is glad to announce that the industrial relations continue to be very cordial. During the year, employees were given training on lying of Optical cable, OFC splicing, OFC construction work etc. TTL has been encouraging its employees to come out with innovative suggestions, which will pave way for significant cost savings as well as overall development of the company.

During the year 2018-19, M/s. Telecommunications Consultants India Limited decided to help TTL employees by taking them on deputation to work in their various projects in India which helps the employees to acquire new skill and experience in services of communication industry. All employees joined in TCIL on deputation except 8 employees.

Quality Management Systems

It is reported that as a commitment in meeting global quality standards, your company already has IS/ISO 9001:2015 quality management systems certification from Bureau of Indian Standards should continue. The license will be renewed after commencement of production.

Internal Control System

TTL has adequate internal control procedures in respect of all its operations. It has laid down internal control procedures to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly. Internal Audit is being carried out by Independent Audit Firm of Chartered Accountants on an ongoing basis and it recommends appropriate improvements apart from ensuring adherence in company policies as well as regulatory compliance. The Audit Committee periodically reviews the audit findings.

Transfer to reserves

During the year under review no amount is being transferred to General Reserve Account.

Dividend

In a view of the losses your directors have not declared any dividend during the year under review.

Deposits

During the year under section 73 and the rules may be called the Companies (Acceptance of Deposits) Rules, 2014, the Company has neither accepted nor renewed any deposits from public during the year under review.

Corporate Social Responsibility

Since the Company is continuously incurring losses, no CSR policy has been devised.

Related Party Transactions

There was no contract or arrangements made with related parties as defined under section 188 (1) of the Companies Act, 2013 during the year under review.

Research & Development (R&D)

The information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to R&D are not applicable to your Company.

Particulars of Loans, guarantees or investments made under section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the company exceeding the limits specified under Section 186 of the Companies Act, 2013 during the year under review and hence, the said provision is not applicable.

Unsecured Loan

The unsecured loan amounting to Rs.160.73 Crores as on 30.06.2024 is from related party i.e. holding company, has been taken on long term basis without any stipulation for repayment and other terms.

Information under section 197 of the Companies Act, 2013 read with rule 5(2) of the companies (appointment and remuneration of managerial personnel) rules, 2014 regarding employee’s remuneration

Information as per Section 197 of the Companies Act 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to your company as there is no employee on the rolls of the Company. Accordingly, there was no employee of the Company who received remuneration in excess of the limits prescribed under of the Companies Act.

Statement under section 134(3)(p) of the Companies Act, 2013, regarding formal annual evaluation made by board of its performance and that of its committees and individual directors

In terms of the notification dated 05.06.2015 issued by Ministry of Corporate Affairs, the company has been exempted from the above provision and hence the disclosure is no longer required.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relates and the date of the report

None

Information under section 134(3)(n) of the Companies Act, 2013 concerning development and implementation of risk management policy

The company''s operations are completely stopped, only limited assistance being given by the holding company, which has a well-defined risk management policy. Your company has not developed and/or implemented the Risk management policy on its own.

Details of application made or proceeding pending under Insolvency and Bankruptcy Code 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the insolvency Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Bank.

Vigil Mechanism under section 177(9) of the Companies Act, 2013.

Your Company is in process of making the Whistle Blower Policy/ vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct. Adequate safeguards are provided against victimization to those who avail of the mechanism will be provided soon.

Auditors

In terms of Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India (CAG) had appointed M/s. V Narayanan & Co, Chartered Accountants as the Auditors of the company for the year 2024-25 at a remuneration of Rs.1,00,000/- besides reimbursement of traveling and out-of-pocket expenses at actual, subject to the other items and conditions as specified by the CAG.

Independent Auditor’s Report

Clarification on Auditors observations is given below:

Basis for Adverse Opinion

(a) We draw attention to Note 1(II)(a) & 31 which describes that the Company''s financial statements have been prepared using the going concern assumption of

accounting. However, the Company''s accumulated losses of Rs.2,20,02,137 Hundreds (including other Comprehensive Income) (Previous year Rs.2,05,42,224 Hundreds) has eroded the Net Worth of the Company, indicating the existence of material uncertainty that may cast a doubt about the Company''s ability to continue as a Going Concern. The Company has not operated its factory since 2017 and NO sales effected for more than five years. It is also pertinent to note that power connections in the factory were not enabled up to 31.03.2024. Further, as represented by the company, the machinery would involve major overhauling cost to resume operations and the company is also unable to obtain support for supply of major raw material required for manufacture from its supplier. Also, the company has not bagged any new orders to substantiate the going concern assumption. Though the company had received a bid for granting of lease of the manufacturing facilities and factory premises in Maraimalai nagar, and issued Letter of Award to the leasee, the lessee had not taken over the premises and the lease income has not generated yet.

Hence, considering the cumulative effect of the factors detailed above, we conclude that the Going Concern assumption of the management in preparation of financial statements is inappropriate.

(b) The Company has not recognized the following financial liability /asset at fair value in terms of Ind AS 109 (including comparative figures as on 31 March 2023) and Impact of the same on the financial statements is not ascertainable:

i. Amounts due to M/s.Fujikura Limited amounting to Rs.2,07,991 hundreds (Previous Year-Rs.2,06,756) (In hundreds) (Note No 16)

ii. Trade Receivables (considered good) amounting to Rs.4,67,200 hundreds (Previous Year-Rs. 6,09,541) (In hundreds) (Note No 5)

iii. Unsecured Trade payables amounting to Rs.3,60,457 hundreds (Previous Year-Rs.3,42,963) (In hundreds) (Note No 15).

Emphasis of Matter

1) We draw attention to Note No. 48 of the other explanatory notes to the financial statements which states the reason for non-recognition of amounts due to the holding Company viz., Telecommunications Consultants India Limited amounting to Rs.1,57,85,738 hundreds (Previous Year -Rs.1,46,41,843 hundreds) at Fair Value in accordance with Ind AS 109. Our opinion is not modified in respect of this matter.

2) Attention is invited to Note Nos. 5,7,9,15,16 & 17 of the notes to financial statements, where the balances carried in the Trade receivables, Other Financial

Assets, Other Current assets, Trade payables, Other Current Financial liabilities, and Other Current Liabilities are subject to confirmation from all parties (other than Telecommunications Consultants India Limited) as stated in Note No. 29. Our opinion is not modified in this respect.

3) Attention is invited to Note No. 45 of the other explanatory notes to the financial statements which states that the Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Our opinion is not modified in this respect.

Company’s Reply to Basis of Adverse Opinion Para 1 of Going Concern Assumption.

The accounts of TTL are drawn up on the basis of going concern concept since the company and the promoters of the company are taking various efforts for revival of TTL.

One of the proposals is monetization of TTL premises including vacant land along with diversification of business. TTL has total 9.78 acres of land in Maraimalai nagar, near Chennai. Factory area is 4.27 acres with a framed structure built up area of 53265 Sq.ft and vacant land area is 5.51 acres. In this regard a Request for Proposal (RFP) for has been floated for Grant of Lease of the Manufacturing Facilities and Premises of Tamilnadu Telecommunications Factory located in Maraimalai Nagar, near Chennai, Tamil Nadu.

The tender (RFP) TTL/RFP/22-23/CHENNAI/02 dated 15/03/2023 was placed on the website of TCIL /TTL and tender advertisement was widely published in leading newspapers, Business Standard (All India English Edition) & Dinamani (Chennai Tamil Edition) on 5.01.2022. Only one bid was received. Letter of Award /Acceptance has been issued to the party on 24th May 2023 and LOA amendment on 25.08.2023 for Grant of Lease of the Manufacturing Facilities and Premises of Tamilnadu Telecommunications Limited located in Maraimalai Nagar, near Chennai, Tamilnadu, on lease cum revenue sharing model basis for Rs.25.43 crs for the total lease period of 9 years and eleven months.

Operations could not commence due to non-availability of electricity in the factory. The HT electricity connection has been completely restored on 21st of April 2024. The Lessee is expected to start the renovation factory building, repair/ upgradation of the existing machineries after the hazardous materials are disposed off. The cable manufacturing is expected to commence within 9 months.

It is pertinent to mention that the promoter (TCIL) has agreed to support TTL by giving preferential orders for supply of OF cables to TCIL at L-1 rate (ie. Promoter TCIL will give first right of refusal to TTL for supplying the required product /quantity). This will also enable to get the future orders for TTL /business of the company.

State-run telco BSNL has floated a tender worth around Rs 65,000 crore to implement the third phase of the BharatNet project. It is expected to complete the process of offering the tender by June-2024. The tender is part of the Rs 1.39-lakh crore revamped BharatNet project, cleared by the Cabinet in August 2023. The tender aims to connect and upgrade existing 164,000-gram panchayats and connect around 47,000-gram panchayats under the new model and there is a huge requirement of optical fiber cable more than 4,60,000 KMs.

In view of the above proposal of revenue sharing and lease rental, considering the huge scope of Optical Fiber cable supply during the immediate future due to implementation of BharatNet project and with the support of promotors, the accounts are prepared on going concern basis for this financial year 2023-24.

As mentioned in our financials, TTL is regularly borrowing from our holding company TCIL for its raw material support and working capital support for running day to day operations. The balances of current liabilities and trade payable pertaining to related party /our holding company TCIL as on 31/03/2024 are given below:

(i) Current liabilities - Rs.In hundreds

short term borrowing

(a) Bridge Loan : Rs.11,65,730/-

(b) Working capital support loan : Rs.20,85,910/-

(ii) Trade payable - Sundry

creditors for raw material support : Rs.58,92,855/-

(iii) Other current liabilities - interest

accrued : Rs.66,41,243/-

Total Rs in hundreds : Rs.157,85,738/-

Amounts due to Fujikura Limited amounting to Rs.2,07,991/-hundreds

Trade Receivables (considered good) amounting to Rs.4,67,200/- hundreds

Unsecured Trade Payables amounting to Rs.3,60,457/-hundreds

This is to state that the above items are reviewed and monitored on day to day basis in both TTL and TCIL. The balances are periodically reconciled with TCIL and also approved by board of directors of TTL.

It may not be out of place to mention that all the realizations from TTL clients are routed through Escrow account which is auto credited to TCIL''s Account for which standing instructions have been given to bank. Moreover, charge has been created in favour of TCIL against fixed assets and current assets of TTL for all the TCIL loans, advances and liabilities towards raw material supply. The loans are repayable on demand basis.

Ind AS 109 requires all financial assets /liabilities to be recognised initially at fair value and subsequently at amortised cost it satisfies the criteria with reference to Ind As 32 Para 11 and para 4.2.1 of Ind As 109. Since these financial assets/ liabilities are current in nature, there is immaterial finance cost/ income involved, therefore, as a general practice, demand deposits are carried at cost and not at fair value /amortised cost.

In view of the commitment to pay to TCIL, the holding company/ related party on demand basis, and the company is taking a conservative approach, management assume book value of current liabilities at a amortized cost i.e instead to book profit by discounting liabilities the company prefers to go and disclose liabilities with full amount under law of prudence.

Company''s Reply to Para 2 of Emphasis of Matter regarding balances carried in the debtors, creditors, advances & deposits payable /recoverable are subject to confirmation from all parties (other than Telecommunications Consultants India Limited)

Wherever possible the Company is getting confirmation. Since TTL does not have fund to pay to the Creditor including M/s. Fujikura, the company does not ask for balance confirmation from any Creditors which will trigger to make payment.

Company''s Reply to Para 3 of Emphasis of Matter regarding Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

As stated in Notes to Accounts No.19, the Company has not received information from the vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

Cost Auditors:

As per the provisions of the Companies (Cost Records and Audit) Rules, 2014, the operation of the company is not falling within the scope of cost audit. Hence cost auditor was not appointed for the financial year 2023-24.

Secretarial Audit Report

Clarification on Secretarial audit observations is given below:

i. Due to non-appointment of Independent Directors, the Company has not complied with Section 149(4), 177(1), 178(1) and Schedule IV of the Companies Act, 2013 as well as with Regulations 17(1) (b), 18 (1), 19(1) and 25 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in terms of minimum number of Independent Directors in the Board, Constitution of Audit Committee, Nomination and Remuneration Committee and conducting a separate meeting of Independent Directors respectively.

Management reply to the observation:

Point No (i) The Company is Joint sector Govt. Company with 49% of its shares held by TCIL, a Govt. of India Enterprise and 14.63% held by TIDCO, a Govt of Tamilnadu Enterprise. Being a Govt. Company, action has already been taken for induction of Independent Directors Constitution of Audit Committee as per 18 (1) and Constitution of Nomination and Remuneration Committee as per regulation 19(1) of SEBI LODR and separate Independent Directors Meeting as per 25 (3) of SEBI LODR shall be conducted after appointment of required number of Independent Directors by the Ministry of Telecommunications.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the encouragement, assistance, support and co-operation given by Government of India, Government of Tamilnadu and the Promoters. The Directors appreciate your whole hearted efforts during the year and solicit your continued support and co-operation. Your directors acknowledge the continued trust and confidence you have reposed in this company.

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Mar 31, 2015

The Directors present the Twenty Seventh Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2015.

Financial Results

(Rs. in Lakhs)

2014-15 2013-14

Revenue from operations 1414.79 1365.37

Other Income (Net) 632.88 11.84

Total Revenue 2047.67 1377.21

Total Expenditure 2095.88 1677.94

Finance Charges 778.54 663.91

Extraordinary / Exceptional items (0.16) 5.64

Gross Profit / (Loss) after (826.59) (970.28)

interest before Depreciation & Ta x

Depreciation and Amortization Expense 30.90 52.95

Provision for Taxation / Deferred Tax - -

Net Profit / (Loss) (857.49) (1023.23)

The net loss after Ta x is Rs.857.49 lakhs against net loss of Rs.1023.23 lakhs incurred during the previous year. Other income includes insurance claim of Rs.624.71 lakhs towards the fire incidence in factory store yard on 12.01.2015.

Risk & Concern

The industry is facing challenging cost pressures as the cost of major raw materials are varying because the market is volatile. The variations in exchange rate fluctuation are also a threat towards cost of production. The competition within OFC business is becoming fierce due to emerging new technologies and frequent new product introductions in Optical fibre products which command competitive prices and preference in the market. The market price of cables is also varying due to competition

Directors

In accordance with Sec.152 (6) and (7) of the Companies Act, 2013, read with Articles 79 & 80 of the Articles of Association of the company, Shri. Vimal Wakhlu and Shri B.Elangovan, will retire from the Directorship of the company by rotation and being eligible, offers themselves for re- appointment.

Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that –

a) In the preparation of the annual accounts the applicable accounting standards had been followed.

b) They 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 as at 31st March 2015, and the loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis considering the comparative growth in OFC market, future prospects of the Company with the support of TCIL & TIDCO.

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

f) They have devised proper system to ensure compliance with all provision of all applicable laws and that systems were adequate and operating effectively.

Extracts of The Annual Return

Pursuant section 92(3) of the Companies Act,2013 and Rule 12(1)of the Companies (Management And Administration) Rules,2014, the extract of the Annual Return in Form MGT-9 has been attached to form part of the Board's Report.

Corporate Governance

A report on Corporate Governance with the Practicing Company Secretaries Certificate on compliance with conditions of the Corporate Governance has been attached to form part of the Annual Report.

Clarification on Practicing Company Secretaries observations is given below:

The Company has not complied with Clause 49 (I) (A) (ii) in terms of minimum number of Independent Directors in the Board

The Company is Joint sector Govt. Company with 49% of its shares held by TCIL, a Govt. of India Enterprise and 14.63% held by TIDCO, a Govt of Tamilnadu Enterprise. The Board as well as management control of the Company lies with TCIL. Being a Govt. Company, action already taken for induction of Independent Directors in the Board of the Company through TCIL with the Dept. of Telecommunications, Ministry of Telecommunications & IT. The same is being followed up through TCIL for early appointment..

Energy, Technology and Foreign Exchange

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.134(3)(m) of the Companies Act, 2013 are enclosed as part of the Report.

Details of Director or Key Managerial Personnel who were appointed or have resigned during the year

(i) Smt. G.Latha IAS, Deputy Secretary to Govt. of Tamilnadu, Industries Department has been appointed as Director with effect from 22.12.2014, as nominated by TIDCO.

(ii) Shri M. K Jain, Director, Nominee of Dept. of Telecommunications (DOT) vacated office of the Director from the Board of Tamilnadu Telecommunications Limited pursuant to Section 167(1)(b) of the Companies Act,2013, with effect from 26.03.2015. Intimated DOT for filling the vacancy.

(iii) Shri V. Mohan, GGM (Finance) cum Co. Secretary, holding dual role of CFO and Secretary has been relived from the position of Secretary with effect from 26.03.2015.

Personnel

The Managing Director and the Key Managerial Personnel (CFO & Secretary) were on deputation from the Promoter Company TCIL which is a Govt. of India Enterprise, holding 49% stake in the Company and controlling the composition of the Board of Directors. Hence their remuneration were as per the scales applicable to their cadre in the promoter company. The existing Managing Director's salary applicable as above has been approved by the members in the 23rd AGM. Hence, being on deputation from a Govt. of India Enterprise, the ratio as well as percentage increase not determined. Under KMP, the CFO was holding the position of Secretary also.

The number of permanent employees as on 31.03.2015 was 69 excluding three officials on deputation from the promoter company.

None of the employees drew remuneration of Rs.60, 00,000/ - or more per annum / Rs.5,00,000/- or more per month during the year. This information is furnished as required under Rule 5(2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Human Resources

Your company is glad to announce that the industrial relations continue to be very cordial. TTL has designated and implemented a large number of initiatives to build and improve knowledge base and competencies of employees at all levels. TTL has been encouraging its employees to come out with innovative suggestions, which will pave way for significant cost savings as well as overall development of the company.

Quality Management Systems

Your Directors are happy to report that as a commitment in meeting global quality standards, your company already has IS/ISO 9001:2008 quality management systems certification from Bureau of Indian Standards. During the year licence renewal has been obtained and is valid from 23.02.2015 to 22.02.2018. The Company is also having ISO 14001:2004 Certificate from Guardian Independent Certification Ltd (Registered in England and accredited by Member of the IAF MLA) valid up to 28.05.2016.

Internal Control System

TTL has adequate internal control procedures in respect of all its operations. It has laid down internal control procedures to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly. Internal Audit is being carried out by Independent Audit Firm of Chartered Accountants on an ongoing basis and it recommends appropriate improvements apart from ensuring adherence in company policies as well as regulatory compliance. The Audit Committee periodically reviews the audit findings.

Corporate Social Responsibility

Since the Company is continuously incurring losses, no CSR policy has been devised.

Auditors

In terms of Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India (CAG) had appointed M/s. S.VENKATRAM & CO, Chartered Accountants as the Auditors of the company for the year 2014-15 at a remuneration of Rs. 1,00,000/- besides reimbursement of traveling and out-of-pocket expenses at actuals, subject to the other items and conditions as specified by the CAG.

Independent Auditor's Report

Clarification on Auditors observations is given below:

'Emphasis of Matter' of the Independent Auditor's Report: Without qualifying our conclusion, we draw, attention to S.N-3-Note -25- Notes to Accounts. As at 31st March 2015, the Company's accumulated losses of Rs.9400.69 Lakhs has eroded the Net Worth of the Company, indicating the existence of material uncertainty that may cast a doubt about the Company's ability to continue as a going concern. The Company has incurred a loss of Rs.857.49 Lakhs for the year under audit. Based on the mitigating factors discussed in the said note, the Management believes that the Going Concern assumption is appropriate.

As mentioned in Note no. 3, the company has already executed the entire quantity for which BBNL has provided the consignee details against their PO for 2900 KMs.Consinee details for balance 1112 KMs as well as PO for balance 2900 KMs (50%) are expected during 2015-16. The requirement of OFC in the country is huge, however the delay in procurement is due to various procedural matters/issues in execution of big projects by the Government Clients. The Company is hoping to get continuous orders from 2015-16 onwards regularly since the OFC market is picking up. The order booking position is expected to be continuously good. Considering the scope during the immediate future and TCIL's continuous financial support, the accounts have been prepared on going concern basis.

'Other Matter' of the Independent Auditor's Report: The Deferred Tax Asset amounts to Rs.1465.16 Lakhs, as on 31st March 2015, considering all eligible carried forward losses, as per AS 22 - Accounting for Taxes on Income. The same has not been provided for, in the books of account, considering the absence of virtual certainty of earning profits and prudence concept.

The Company has disclosed the facts of non-provisioning for deferred tax assets / liabilities vide Note no. 6(b) under - 25 .Notes to Accounts".

Item No. (vii)(a) of the Annexure to the Independent Auditor's Report

The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales tax, Wealth Tax Service tax, Excise Duty, Customs Duty, Value added Tax, Cess and other material statutory dues with the appropriate authorities during the year as applicable to it except the Property tax amounting to Rs.32,27,400/-.We are informed by the Company that efforts are made to get exemption being a sick Company. We are also informed that there are no employees who are eligible to be covered under Employees State Insurance scheme.

With reference to clause 11.5.3 of the Sanctioned Scheme issued to the company by BIFR, the company had requested and continuously insisting the concerned authority for waiver of the Property Ta x of the past and during the rehabilitation period. No positive reply from the authority is received. However provision has been made in the books of accounts every year and part amount remitted during the year under review. Continuously pursuing for waiver of the balance dues. On waiver, the liability will be reversed accordingly.

Item No.

(viii) of the Annexure to the Independent Auditor's Report

The accumulated losses of the company as at 31st March 2015 is more than 50% of its Net Worth. The Company has incurred Cash loss of Rs 826.59 lakhs during the financial year covered by our audit. The Company has incurred cash loss in the immediately preceding financial year.

The OFC market condition from the year 2010-11 onwards was not as projected due to various reasons beyond the control of the OFC manufacturers. Lack of executable orders is the major reason for such performance, which was experienced by all the OFC manufacturers. However, the OFC market is improving and is expected to grow from the year 2015-16 onwards and the Company is confident of avoiding cash loss. On identification of successful diversification project and based on the expected OFC orders, a modified DRS shall be prepared and submitted at appropriate time to BIFR through the Monitoring Agency.

Cost Auditors:

During the previous year 2013-14, M/s. SBK Associates, Cost Accountants of Chennai were appointed as Cost Auditors and they had conducted the Cost Audit and the relevant reports have been filed with MCA on 25.09.2014, within the due date. As per the provisions of the Companies (Cost Records and Audit) Rules, 2014, the operation of the company is not falling within the scope of cost audit. Hence cost auditor was not appointed for the financial year 2014-15.

Secretarial Audit Report

Clarification on Secretarial audit observations is given below:

(i) Number of Independent Directors in the Company is below the minimum numbers prescribed under section 149(4) of the Companies Act, 2013.

The Company is Joint sector Govt. Company with 49% of its shares held by TCIL, a Govt. of India Enterprise and 14.63% held by TIDCO, a Govt of Tamilnadu Enterprise. The Board as well as management control of the Company lies with TCIL. Being a Govt. Company, action already taken for induction of Independent Directors in the Board of the Company through TCIL with the Dept. of Telecommunications, Ministry of Telecommunications & IT. The same is being followed up through TCIL for early appointment.

(ii) The Company has not constituted The Nomination and Remuneration Committee as per section 178(1) of the Companies Act, 2013.

Due to Company's sickness, only the BIFR Nominee Director is being paid sitting fees for attending the meetings. Managing Director, being on deputation from TCIL, A Govt. of India Enterprise, his salary is fixed as per TCIL's norms applicable to his cadre. The Directors of TCIL and TIDCO, A Govt. of Tamilnadu Enterprise are also paid salary by their own Organization, applicable as per their cadre in their Organization. Only the travelling expenses and local conveyance for attending the meetings are incurred by the Company. In view of above, no separate Committee was constituted. After appointment of Independent Directors by the Govt., necessary action will be taken for constituting the Committee..

(iii) The Company has appointed Company Secretary as per section 203 (1) of the Companies act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and is also handling the additional role of CFO.

As reported, the officer in charge was heading both Finance and Secretarial Divisions during the year up to 26.03.2015. With reference to section 203(11) of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,actions were taken to have separate CFO and Company Secretary. For engaging Company Secretary, advertisements were placed in Company's website and in the notice board of SIRC of the Institute of Company Secretaries of India. But there were no proper response due to the Company's status. However, the Company has engaged an exclusive Company Secretary during June'15. Presently the Company has complied with the provisions of the Companies Act,2013

(iv) The Company has not conducted a separate meeting of Independent Directors as per Schedule IV (CODE FOR INDEPENDENT DIRECTORS) of the Companies act, 2013.

As replied in observation (i) above, since sufficient number of independent Directors were not available, separate meeting could not be held. Case being followed up with the Ministry through TCIL for early appointment of independent Directors in the Board. Meetings shall be conducted after induction of required number of Independent Directors.

Comments of the Comptroller and Auditor General

The Comments of the Comptroller and Auditor General of India under Section 143(6)(b) of the Companies Act, 2013 for the year ended 31st March 2015 are enclosed as part of the Report.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the encouragement, assistance, support and co-operation given by Government of India, Government of Tamilnadu and the Promoters. The Directors appreciate your whole hearted efforts during the year and solicit your continued support and co-operation. Your Directors acknowledge the continued trust and confidence you have reposed in this company. They also wish to place on record their appreciation for the hard work put in by the employees at all levels.

For and on behalf of the Board

V.S.Parameswaran B.Elangovan

Place : Chennai Managing Director Director

Date : 26-08-2015 (DIN: 03559930)

(DIN: 00133452)

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Mar 31, 2014

Dear Members,

The Directors present the Twenty Sixth Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2014 Financial Results (Rs. in Lakhs)

2013-14 2012-13

Revenue from operations 1365.37 1614.76

Other Income (Net) 11.84 18.76

Total Revenue 1377.21 1633.52

Total Expenditure 1677.94 1668.97

Finance Charges 663.91 671.71

Extraordinary / Exceptional items 5.64 6.35

Gross Profit / (Loss) after interest before Depreciation & Tax (970.28) (713.51)

Depreciation and Amortization Expense 52.95 134.98

Provision for Taxation / Deferred Tax - -

Net Profit / (Loss) (1023.23) (848.49)

The net loss after Tax is Rs.1023.23 lakhs against net loss of Rs.848.49 lakhs made during the previous year.

Review of Operations

During the year under review, the company''s sales and other income was Rs.1377.21 lakhs. This includes Rs. 2.15 lakhs towards part of the execution of TCIL''s CSR Project for supply of 200 numbers of Tablet PCs executed during 2012-13. The balance Rs. 1375.06 lakhs is achieved from the Optical Fibre Unit. Overall the market condition of OFC was not encouraging during the year also and the order booking status was not as expected. The major order executed during the year was the 50% add-on order of 1602 kms from BSNL with the new design of HDPE double sheathing subsequent to execution of 3206 kms during the previous year. The Company has received initial orders for 517 kms and subsequent variation order for 155 kms from RailTel. Out of which 279.36 kms dispatched during the year under review and the balance during the next year. Your company is continuously thriving hard to survive in the price war by implementing various cost-cutting and value engineering measures in the manufacturing operations.

Your Company successfully obtained TSEC approval for the new design cable of 24F Metal Free Optical Fiber Cable with double HDPE Sheath for M/s. Bharat Broadband Network Limited (BBNL). Against this, Bulk Production Clearance has been obtained from BBNL. Your Company has also obtained TSEC approval for 4F Optical Fiber Drop Cable (G657A) for extending last mile connectivity to FTTH customers. In the diversification front, though your Company has successfully executed assembly, validation and supply of Tablet PCs in small quantum during the previous year, could not get further orders during the year under review.

You are aware that BIFR has issued a Sanctioned Scheme to the Company on 21.07.2010. As per the Sanctioned Scheme the Board of Directors had issued 1,54,32,700 equity shares of Rs.10 each to M/s. Telecommunications Consultants India Limited (TCIL), 42,47,500 equity shares of Rs.10 each to State Bank of India, 20,70,600 equity shares of Rs.10 each to Andhra Bank and 12,65,200 equity shares of Rs.10 each to Punjab National Bank by converting part of the loans into equity during 2010-11. The shares in physical format were issued on 14.09.2010. Out of the bridge loan of Rs.12.50 crores from TCIL as per the Sanctioned Scheme of BIFR, the Company had availed Rs.11.66 crores towards OTS to consortium bankers and towards the Tamilnadu Government land in possession of the Company. With the above restructuring the net worth became positive during 2010-11. However from 2010-11 onwards, the desired results as projected in the Scheme couldn''t be achieved due to OFC market conditions. The OFC market from 2010-11 was not as projected and the order booking status was not encouraging. You are aware that the big order from BSNL during 2010-11 also could not materialize due to non availability of one of the critical Raw Material Nylon 12. Due to this, the Networth has again eroded during 2011-12 and became negative. The year under review was also not encouraging due to lack of required level of orders. Hence this has again resulted in accumulation of losses and thereby the Networth has further eroded. Your Company is looking forward for getting better improvements in the diversification front in future, in the field of Tablet PC and FTTH components manufacturing.

You are aware that the long awaited National Optic Fiber Network (NOFN) project tender was floated by BBNL during March 2013 under six packages for connecting broadband in 2.50 lakhs villages in India. You are also aware that the Company has participated in package E covering Southern India. Though the company was in L3 position in that package, due to huge volume, the Company received APO from BBNL during Feb, 2014 for 5800 kms valuing around Rs. 31.9 crores including accessories. Your Company anticipated receipt and execution of BBNL order during the year under review, since the tender was floated by BBNL during March, 2013. Unfortunately due to some internal reasons the process at BBNL got delayed and the process took nearly a year for getting the APO. Otherwise the year under review would have been better. Since the OFC market is picking up and the Company is also exploring successful diversification project, a revised Draft Rehabilitation Scheme shall be prepared at appropriate time for submission to BIFR through the Monitoring Agency.

Market Scenario and Outlook

Though the OFC market condition in India was not encouraging from 2010-11 onwards, considering the present BBNL APO towards NOFN project and the improving OFC market conditions, the OFC market is expected to pick up again and will grow further in future. MTNL and BSNL are both focusing on Fibre Termination to Home (FTTH) deployment as this gained momentum across the Globe. The demand for data services is increasing. The company expects that OF telecom cables sector to increase in volumes in the back- drop of the increased plan of BSNL for deployment of high fibre count OFC for inter exchange links and long-haul projects is likely to provide the much needed fillip for Ribbon type Optical Fibre Cables. This may reinforce and add to the competitive strength of the company which is one of the few players equipped to manufacture Ribbon type of OFC in India.

The industry also expects the advent of Conditional Access System (CAS) and broadband applications to spur the growth of optical fibre cable networks in the coming years. In power sector ADSS cable applications are increasing day by day.

The optic fibre industry at home is also poised for a period of significant growth and the demand is expected to surpass the current manufacturing facility in the months to come. This favourable trend is expected to continue at least over the next few years. The company continues to take all initiatives to retain the competitive edge and be in a position to meet the requirements of the market. The medium / long-term prospects will augur well for the company. The company continues to emphasize on cost cutting through enhanced productivity, reduction in logistics and other costs. The company will continue its efforts to further prune all its fixed costs including administrative and discretionary overheads.

The Company is also exploring the possibilities for diversification in the related areas like manufacturing and supply of FTTH components, OFC accessories, tablet PCs etc. Though the Company has successfully executed assembling, validation and supply of Tablet PCs during 2012- 13 under TCIL''s CSR project, could not get further orders. However, the market of Tablet PC is fast growing and the Company is expecting good market in future. For implementation of any of this successful venture after feasibility study, the vacant land available with the Company will be utilized for this project by having tie up arrangement with suitable Joint Venture partner. Efforts are being taken to study the market and to identify a suitable JV partner to proceed further. Efforts are being taken through TIDCO also. On finalizing a successful project, action for executing in big volume will be considered after taking all relevant approvals including from BIFR.

Cautionary Statement

Statements in the Directors'' Report and Management Discussion & Analysis contain forward looking statements. Actual results, performances or achievements may vary materially from those expressed or implied, depending upon economic conditions, Government policies, subsequent developments and other incidental factors.

Risk & Concern

The industry is facing challenging cost pressures as the cost of major raw materials are increasing because the market is volatile due to frequent changes in crude oil price. The variations in exchange rate fluctuation are also a threat towards cost of production. The competition within OFC business is becoming fierce due to emerging new technologies and frequent new product introductions in Optical fibre products which command competitive prices and preference in the market. However, the market price of cables is also comparatively increasing which is a good sign for the Company.

Directors

In accordance with Sec.152 (6) and (7) of the Companies Act, 2013, read with Articles 79 & 80 of the Articles of Association of the company, Shri. Rajesh Kapoor and Shri B.Ramakrishnan, will retire from the Directorship of the company by rotation and being eligible, offers themselves for re-appointment.

During the year the following changes had taken place in the Board of the Company: -

Shri. M.S. Shanmugam ceased to be Director from the Board with effect from 21.03.2014, due to his transfer from his official position in Govt. of Tamilnadu.

Directors'' Responsibility Statement As required under Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and con- firm that-

a) In the preparation of the annual accounts the applicable accounting standards had been followed.

b) They 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 as at 31st March 2014, and the loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis considering the comparative growth in OFC market and future prospects of the Company.

Corporate Governance

A report on Corporate Governance with the Practicing Company Secretaries Certificate on compliance with conditions of the Corporate Governance has been attached to form part of the Annual Report.

Clarification on Practicing Company Secretaries observations is given below:

The Company has not complied with Clause 49 (I) (A)

(ii) in terms on minimum number of Independent Directors in the Board

The Company is sick under the monitoring of BIFR with continuous losses for the past so many years and has huge accumulated losses. The Company is struggling hard with cash crunch and is finding it difficult to meet its statutory commitments including employee related payments. The Company is unable to spend on other expenditures. Only TCIL, one of the Promoters is financially supporting and their exposure has tremendously increased which restricts them also from further funding. Due to this the Company could not able to identify suitable person for induction. The same is regularly discussed in the Board Meeting and action is being initiated through TCIL for inducting minimum number of Independent Directors. The fact is also disclosed in the quarterly Corporate Governance Report submitted to the Stock exchanges.

Energy, Technology and Foreign Exchange

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.217(1)(e) of the Companies Act, 1956 are enclosed as part of the Report.

Personnel

None of the employees drew remuneration of Rs.24,00,000/- or more per annum / Rs.2,00,000/- or more per month during the year. This information is furnished as required under Sec.217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975.

Human Resources

Your company is glad to announce that the industrial relations continue to be very cordial. TTL has designated and implemented a large number of initiatives to build and improve knowledge base and competencies of employees at all levels. TTL has been encouraging its employees to come out with innovative suggestions, which will pave way for significant cost savings as well as overall development of the company. Quality Management Systems

Your Directors are happy to report that as a commitment in meeting global quality standards, your company continues to have IS/ISO 9001:2008 quality management systems certification from Bureau of Indian Standards. The initial ISO 14001:2004 Certificate from Guardian Independent Certification Ltd (Registered in England and accredited by Member of the IAF MLA) expired during the year under review, which has been further renewed with a new Certificate of Registration for next three years, after assessment by the certifying authority.

Internal Control System

TTL has adequate internal control procedures in respect of all its operations. It has laid down internal control procedures to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly. Internal Audit is being carried out by Independent Audit Firm of Chartered Accountants on an on going basis and it recommends appropriate improvements apart from ensuring adherence in company policies as well as regulatory compliance. The Audit Committee periodically reviews the audit findings.

Auditors

In terms of Section 619(2) of the Companies Act, 1956, the Comptroller and Auditor General of India (CAG) had appointed M/s. Ramesh and Ramachandran, Chartered Accountants as the Auditors of the company for the year 2013-14 at a remuneration of Rs. 1,00,000/- besides reimbursement of traveling and out-of-pocket expenses at actuals, subject to the other items and conditions as specified by the CAG.

Independent Auditors'' Report Clarification on Auditors observations is given below:

''Emphasis of Matter'' of the Independent Auditors'' Report: Without qualifying our conclusion, we draw attention to Note No: 3 in the Notes to Accounts. As at March 31, 2014, the Company''s accumulated losses of Rs.85,30,96,915 has eroded the net worth of the Company, indicating the existence of a material uncertainty that may cast a doubt about the Company''s ability to continue as a going concern. The Company has incurred a loss of Rs.10,23,23,490 for the year under audit. Based on the mitigating factors discussed in the said note, the Management believes that the Going Concern assumption is appropriate.

As mentioned in Note no. 3, the company has already received APO form BBNL and has given acceptance for supply of 5800 KMs of OFC including accessories worth Rs. 31,90,44,437 during February, 2014. BBNL has issued initial PO for 2900 KMs (50% of APO quantity) during April, 2014. The value of this APO alone is more than the total turnover of last four years including the year under review. The OFC market is picking up after a dull phase during the past few years and as mentioned, the Company is hoping to get continuous orders from 2014-15 onwards regularly. The order booking position is expected to be continuously good. Considering the scope during the immediate future and TCIL''s continuous financial support, the accounts have been prepared on going concern basis.

''Other Matter'' of the Independent Auditors'' Report: The deferred tax asset amounts to Rs.14,46,08,827 as on 31st March 2014 considering all eligible carried forward losses as per AS-22-Accounting for Taxes on Income. The same has not been provided for in the books of account, considering the absence of virtual certainty of earning profits and Prudence concept.

The Company has disclosed the facts of non-provisioning for deferred tax assets / liabilities vide Note no. 6(b) under "II.Notes to Accounts" of Note 24.

Item No.9 (a) of the Annexure to the Independent Auditors'' Report

According to the records of the company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales tax, Service tax, Customs duty, Excise duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, outstanding statutory due as on 31st of March, 2014 for a period of more than six months from the date they became payable is as follows:

S. Nature of due Amount (Rs) No

1 Property tax payable 31,75,650

With reference to clause 11.5.3 of the Sanctioned Scheme issued to the company by BIFR, the company had requested and continuously insisting the concerned authority for waiver of the Property Tax of the past and during the rehabilitation period. No positive reply from the authority is received. However provision has been made in the books of accounts every year and part amount remitted during the year under review. Continuously pursuing for waiver of the balance dues. On waiver, the liability will be reversed accordingly.

Item No.10 of the Annexure to the Independent Auditors'' Report

The accumulated losses of the Company at the end of the financial year, has exceeded the Net Worth of the Company. The Company has also incurred Cash losses during the financial year and immediately preceding financial year.

The OFC market condition from the year 2010-11 onwards was not as projected due to various reasons beyond the control of the OFC manufacturers. Lack of orders is the major reason for such performance, which was experienced by all the OFC manufacturers. However, the OFC market is improving with the BBNL''s NOFN project and is expected to grow from the year 2014-15 onwards and the Company is confident of avoiding cash loss. On identification of successful diversification project and based on the expected OFC orders, a modified DRS shall be prepared and submitted at appropriate time to BIFR through the Monitoring Agency.

Cost Auditors:

M/s. SBK Associates, Cost Accountants of Chennai were appointed as Cost Auditors for the year 2013-14 and Cost Audit Report will be filed before the due date (27th September 2014). During the previous year 2012-13, the same firm had conducted the Cost Audit and the relevant reports have been filed with MCA on 26.09.2013, within the due date.

Comments of the Comptroller and Auditor General

The Comptroller and Auditor General of India have decided not to review the report of the Statutory Auditor on the Accounts of the year under review. The Comments of the Comptroller and Auditor General of India under Section 619(4) of the Companies Act, 1956 for the year ended 31st March 2014 are enclosed as part of the Report.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the encouragement, assistance, support and co-operation given by Government of India, Government of Tamilnadu and the Promoters. The Directors appreciate your whole hearted efforts during the year and solicit your continued support and co-operation. Your Directors acknowledge the continued trust and confidence you have reposed in this company. They also wish to place on record their appreciation for the hard work put in by the employees at all levels.

for and on behalf of the Board V.S.Parameswaran Managing Director

Place : Chennai. B. Elangovan Date : 25.08.2014 Director

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Mar 31, 2013

To The Members

The Directors present the Twenty Fifth Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2013.

Financial Results (Rs. in Lakhs)

2012-13 2011-12

Revenue from operations 1614.76 1098.72

Other Income (Net) 18.76 16.27

Total Revenue 1633.52 1114.99

Total Expenditure 1668.97 1762.41

Finance Charges 671.71 586.18

Extraordinary / Exceptional items 6.35 (138.59)

Gross Profit / (Loss) after interest -

before Depreciation & Tax (713.51) (1095.01)

Depreciation and Amortization Expense 134.98 237.81

Provision for Taxation / Deferred Tax - -

Net Profit / (Loss) (848.49) (1332.82)

The net loss after Tax is Rs.848.49 lakhs against net loss of Rs. 1332.82 lakhs made during the previous year.

Directors

In accordance with Sec.256 of the Companies Act, 1956, read with Articles 79 & 80 of the Articles of Association of the company, Shri Ajai Kumar Gupta and Shri. B.EIangovan,

, will retire from the Directorship of the company by rotation and being eligible, offers themselves for re-appointment.

During the year the following changes had taken place in the Board of the Company: -

Shri. V.K. Sharma has been replaced by Shri. Rajesh Kapoor with effect from 18.03.2013.

Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that - '' , ''

a) In the preparation of the annual accounts (he applicable accounting standards had been followed.

b) They have selected such accounting policies and applied them consistently and made judgments arid estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31rt March 2013, and the loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis considering the expected orders and future prospects of the Company.

Corporate Governance

A report on Corporate Governance with the Practicing Company Secretaries Certificate on compliance with conditions of the Corporate Governance has been attached to form part of the Annual Report.

Personnel

None of the employees drew remuneration of Rs.24,00,000/-or more per annum / Rs.2,0Q,000/- or more per month during the year. This information is furnished as required under Sec.217(2A) pf the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975.

Human Resources

Your company is glad to announce that the industrial relations continue to be very cordial. TTL has designated and implemented a large number of initiatives to build and Improve knowledge base and competencies of employees at all levels.

TTL has been encouraging its employees to come out with innovative suggestions, which will pave way for significant cost savings as well as overall development of the company.

Quality Management Systems ,

Your Directors are happy to report that as a commitment in meeting global quality standards, your company continues to have IS/ISO 9001:2008 quality management systems certification from Bureau of Indian Standards and also ISO 14001:2004 from Guardian Independent Certification Ltd (Registered in England and accredited by Member of the IAF MLA). .

Internal Control System .

TTL has adequate internal control procedures in respect of all its operations, this laid down internal control procedures to ensure that ail assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly.

Internal Audit is being carried out by. Independent Audit Firm of Chartered Accountants on an ongoing basis and it . recommends appropriate improvements after from ensuring adherence in company policies as well as regulatory compliance. The Audit Committee periodically reviews the audit findings. ''

Auditors

In terms of Section 619(2) of the Companies Act, 1956, the Comptroller and Auditor General of India (CAG) had appointed M/s. Ramesh and Ramachandrah, Chartered Accountants as the Auditors of the company for the year 2012-13 at a remuneration of Rs. 1,00,000/- besides reimbursement of traveling and out-of-pocket expenses at actual, subject to the other items and conditions as specified by the CAG

Independent Auditors'' Report Clarification on Auditors observations is given below: ''Emphasis of Matter'' of the Independent Auditors'' Report: Without qualifying our conclusion, we draw attention to Nqte No: 3 In the Notes to Accounts. As at March 31, 2013, the Company''s accumulated losses of Rs. 75,07,73,425 has eroded the net worth of the Company, Indicating the existence of a material uncertainty that may cast a doubt about the Company''s ability to continue as a going concern. The Company has Incurred a loss of Rs.8,48,49, 76 for the year under audit. Based on the mitigating factors discussed In the said note, the Management believes that the Going Concern Assumption Is appropriate.

As mentioned in Note no. 3, the company is confident of getting orders from NOFN project and RailTel in addition to the already received add-on order of 1,602 kms from BSNL, during the year 2013-14 itself. The OFC market is picking up after a dull phase during the last three years. As mentioned, '' the Company is hoping to get continuous orders from 2Q13-14 onwards regularly since the OFC market is picking lip. The order booking position is expected to be continuously good. Considering the scope during the immediate, future and TCIL''s continuous financial support, the accounts have been prepared on going concern basis.

''Other Matter'' of the Independent Auditors'' Report: The deferred tax asset amounts to Rs. 9,20,23,736 as on 31st March 2013 considering all eligible carried forward losses as per AS-22-Accountlng for Taxes, on Income. The same has not been provided for In the books of account, considering the absence of virtual certainty of earning profits and Prudence concept.

The Company has disclosed the facts of non-provisioning for deferred tax assets / liabilities vide Note no. 6(b) under "II..Notes to Accounts" of Note 24,

Item No.9 (a) of the Annexure to the Independent Auditors'' Report

According to the records of the company, undisputed statutory dues Including Provident Fund, Employees State Insurance, Income Tax, Sales tax, Service tax, Customs duty, Excise duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the Information and explanations given to us, outstanding statutory due as on 31* of March, 2013 for a period of more

than six months from the date they became payable Is as follows:

S. No Nature of due Amount (t)

1 Property tax payable 31,37,750

With reference to clause 11.5.3 of the Sanctioned Scheme issued to the company by BIFR, the company has requested and continuously insisting the concerned authority for waiver of the Property Tax of the past and during the rehabilitation period. No positive reply from the authority is received. However provision has been made in the books of accounts. Continuously pursuing for waiver. On waiver, the liability will be reversed accordingly.

Item No.10 of the Annexure to the Independent Auditors'' Report

The accumulated losses, of the Company at the end of the financial year, has exceeded the Net Worth of the Company. The Company has also Incurred Cash losses during the financial year and Immediately preceding financial year.

The OFC market condition from the year 2010-11 onwards was not as projected due to various reasons beyond the control of the OFC manufacturers. Lack of orders is the major reason for such performance, which was experienced by all the OFC manufacturers. However, the OFC market is improving and is expected to grow from the year 2013-14 onwards and the Company is confident of avoiding cash loss. On identification of successful diversification project and based on the expected OFC orders, a revised DRS shall be prepared and submitted at appropriate time to BIFR through the Monitoring Agency.

Cost Auditors:

M/s. SBK & Associates, Cost Accountants of Chennai were appointed as Cost Auditors for the year 2012-13 and Cost Audit Report will be filed before the due date (27th September 2013), In the year 2011-12, Cost Audit was not applicable.

The form of Compliance Report with annexure for the year

2011-12 has been filed on 26th December 2012, within the due date.

Comments of the Comptroller and Auditor General The Comptroller and Auditor General of India have decided not to review the report of the Statutory Auditor on the Accounts of the year under review. The Comments of the Comptroller and Auditor General of India under Section 619(4) of the Companies Act, 1956 for the year ended 31* March 2013 are enclosed as part of the Report.

Acknowledgements ''

The Directors wish to place on record their sincere appreciation for the encouragement, assistance, support and co-operation given by Government of India, Government of Tamilnadu and the Promoters. The Directors appreciate your whole hearted efforts during the year and solicit your continued support and co-operation. Your Directors -acknowledge the continued trust and confidence you have reposed in this company. They also wish to place on record their appreciation for the hard work put in by the employees at all levels.

for and on behalf of the Board

V.S.Parameswaran

Managing Director

Place : Chennai. B. Elangovan

Date : 26.08.2013 Director

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Mar 31, 2010

The Directors present the Twenty second Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2010.

Financial Results

( Rs. in Lakhs )

2009-10 2008-09

Net Sales 3503.20 1922.61

Other Income 104.30 79.66

Total Income 3607.50 2002.27

Total Expenditure 3191.73 2260.14

Finance Charges 386.90 291.62

Extraordinary item - 31.59

Gross Profit / (Loss) after interest

before Depreciation & Tax 28.87 (517.90)

Depreciation 239.22 225.37

Provision for Taxation / Deferred Tax - 2.06

Net Profit / (Loss) (210.35) (745.33)



The net loss after Tax is Rs. 210.35 lakhs against net loss of Rs. 745.33 lakhs made during the previous year.

Directors.

In accordance with Sec.256 of the Companies Act, 1956, read with Articles 79 & 80 of the Articles of Association of the company, Shri R.K.Upadhyay, and Shri Vimal Wakhlu, will retire from the Directorship of the company by rotation and being eligible, offers themselves for re-appointment.

During the year the following changes had taken place in the Board of the company : -

Dr.(Tmt). S.Revathi has been appointed as Director cum Chairperson of the Company w.e.f. 30.09.2009 in the place of Shri. P. Sivasankaran, IAS. Shri. B. Ramakrishnan has been replaced as director in place of Shri. B.Viswabarathy with effect from 31.12.2009.

Directors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm that -

a) In the preparation of the annual accounts the applicable accounting standards had been followed.

b) They 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 as at 31st March 2010, and the loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

Corporate Governance

A report on Corporate Governance with the Practising Company Secretaries Certificate on compliance with conditions of the Corporate Governance has been attached to form part of the Annual Report.

Energy, Technology and Foreign Exchange.

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.217(1)(e) of the Companies Act, 1956 are enclosed as part of the Report.

Personnel

None of the employees drew remuneration of Rs.24,00,000/- or more per annum / Rs.2,00,000/- or more per month during the year. This information is furnished as required under Sec.217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975.

Human Resources

Your company is glad to announce that the industrial relations continue to be very cordial. TTL has designated and implemented a large number of initiatives to build and improve knowledge base and competencies of employees at all levels. TTL has been encouraging its employees to come out with innovative suggestions, which will pave way for significant cost savings as well as overall development of the company.

Quality Management Systems

Your Directors are happy to report that as a commitment in meeting global quality standards, your company continued to have IS/ISO 9001:2000 certification and during the year has obtained upgraded version IS/ISO 9001:2008 quality management systems certification from Bureau of Indian Standards ( Accredited by Raad Voor Accreditatie, Netherlands ) and also during the year has obtained ISO 14001:2004 from Guardian Independent Certification Ltd (Registered in England and accredited by Member of the IAF MLA).

Internal Control System

TTL has adequate internal control procedures in respect of all its operations. It has laid down internal control procedures to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly. Internal Audit is being carried out by Independent Audit Firm of Chartered Accountants on an on going basis and it recommends appropriate improvements apart from ensuring adherence in company policies as well as regulatory compliance. The audit committee periodically reviews the audit findings.

Auditors

In terms of Section 619(2) of the Companies Act, 1956, the Comptroller and Auditor General of India (CAG) had appointed M/s. N.Sankaran & Co., Chartered Accountants as the Auditors of the company for the year 2009-10 at a remuneration of Rs. 30,000/- besides reimbursement of traveling and out-of-pocket expenses at actuals, subject to the other items and conditions as specified by the CAG.

Auditors Report

Clarification on Auditors observations is given below:

Para No. 4 The Company has Prepared the Financial Statements on “Going concern basis" despite substantial losses which exceeds net worth of Company as referred in Note No.3.

Though the Company has been referred to BIFR in the year 2004 which was subsequently registered as sick by BIFR during the year 2006, the Company with the financial support of TCIL is continuously in operation. The Operating Agency appointed by BIFR also has studied the possibility of revival of the Company and has submitted the final DRS to BIFR, as the Company would survive with the proposed restructuring proposed in the DRS. The Company also is striving hard to improve the operational and economic performance of the unit. Hence the accounts have been prepared on “Going concern basis" despite erosion of net worth of the Company. In the hearing held on 24.06.2010 BIFR has approved a Sanctioned Scheme for the Company.

Para No. 5 The Impact on the accounts could not be ascertained due to adjustments if any required on account of non confirmation of balances of Debtors, Creditors and Loans and Advances as referred in Note No.4.

Though the Company has sent request for confirmation of balances the same are subject to confirmation. However the Company is collecting its realizations regularly and do not see any scope for adjustments as observed by the statutory auditors.

Para No.6 No provision is made for an amount of Rs. 352 lakhs (Previous year Rs.352 lakhs) in the financial statements for certain long outstanding debtors for which the recoverability is dependent on judgement of Court of Law as referred to in Note No.5.

No provision is made in view of the arbitration proceeding completed against the purchaser for which the award is received in favour of the Company but has since been challenged by the Purchaser in the court. In one case the matter has been remitted by the Court to the Arbitrator for speaking orders and the decision is expected shortly, hopefully in favour of the Company.

Para No.7 The Company has not accounted the interest on secured loans obtained from the banks and financial institutions amounting to Rs. 297 lakhs (Previous year Rs. 346 lakhs) for the period April 09 to March 10 and cumulative interest not accounted amounting to Rs. 660 lakhs upto 31.03.2009 as referred in Note 9(i) . Out of earlier years interest dues, the company have recognised Rs.46.72 lakhs of interest set off by banks out of cash credit and margin money accounts as dues receivable from banks under loans and advances as referred to in Note 9(ii).

Due to sickness and cash crunch, the payment could not be made. Further the Consortium banks have approved the One Time Settlement (OTS) proposal with cut off date as 31.03.2007. Hence further interest is not applicable. The final Draft Rehabilitation Scheme (DRS) based on above OTS submitted to BIFR had been formally approved and BIFR has published the scheme in the newspaper ‘The Hindu’ Chennai edition on 21.04.2010 giving 60 days time for any objection / suggestion on the scheme. Next hearing of BIFR was fixed on 24.06.2010 in which BIFR has approved a Sanctioned Scheme for the Company, according to which the above interest beyond 31.03.2007 is not payable.

Sub para no. 7 The loss for the year would have been higher by the amounts in Note 6 & 7 above and consequential impact in accumulated losses in profit and loss account, reserves and surplus:

The debtors outstanding case (referred as para no. 6 above) is in final stages of Arbitration / court case and is expected to be in favour of the Company. Regarding the Bankers’ interest (referred as para no. 7 above) consortium bankers have already approved the OTS with cut off date as 31.03.2007 and the sanctioned scheme has been approved by BIFR in the hearing held on 24.06.2010 . In view of this the Company is of the opinion that these will not have impact on the losses.

Item No.8 of the Annexure to the Auditors Report

According to the information and explanations provided by the management, the Company has taken a secured loan from one of the companies listed in the register maintained under section 301 of the Companies Act, 1956.

The maximum amount due during the year and the amount due as at 31st March 2010 was Rs, 765.04 lakhs.

Due to severe sickness and cash crunch, the payment could not be made. However the Union Cabinet Committee has approved the scheme of converting part of the loans of TCIL into equity. BIFR also has approved the sanctioned scheme by which the above loan will be converted into equity.

Item No.9 of the Annexure to the Auditors Report

In our opinion the rate of interest and other terms and conditions on which the Loans have been taken from the company listed in the register maintained under section 301 of the Companies Act, are not, prima facie, pre-judicial to the interest of company. The interest over due amount as at 31st March 2010 is Rs. 431.79 Lakhs.

Due to sickness and cash crunch, the payment could not be made. However the sanctioned scheme for the Company has been approved by BIFR by which the above interest portion will be converted into equity.

Item No.10 of the Annexure to the Auditors Report

The company has defaulted in payment of principal to the company listed in the register maintained under section 301 of the Companies Act 1956. The principal overdue amount as at 31st March 2010 is Rs.765.04 Lakhs.

Due to cash crunch the payment could not be made. However this will be converted into equity as the sanctioned scheme has been approved by BIFR.

Item No. 11 of the Annexure to the Auditors Report

According to the information and explanations given to us, the debt portfolio of the company was restructured through corporate debt restructuring scheme. As per the scheme, the company has defaulted the repayment of the dues to the financial institutions and banks. The principal overdue amount as at 31st March 2010 is Rs. 1194.53 Lakhs and the interest over due amount as at 31st March 2010 is Rs.15.01 Lakhs.

Due to severe sickness and cash crunch, the payment could not be made. Further, the banks have already approved the OTS scheme and a sanctioned scheme has been approved by BIFR for the Company. Hence this is not overdue.

Item No.15 of the Annexure to the Auditors Report

According to the records of the Company, the Company is regular in depositing with appropriating authorities undisputed statutory dues including Provident Fund, Investor education protection fund, Employees State Insurance , Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise -Duty, profession tax, Cess applicable to it. However, in respect of Provident Fund, Employees State Insurance, Tax Deducted at Source and Sales Tax there have been delays during the year. The company has not deducted the Tax deducted at source amount of Rs.37.13 lakhs (Previous year Rs.32.05 lakhs) cumulative for the year Rs. 107.07 lakhs (Previous Year Rs.69.94 lakhs)

Company is remitting regulary PF, ESI, Excise duty, Cess, Service tax, Sales tax, TDS etc., As the company is under sickness and due to cash crunch there is minor delay in few months. Regarding the major amount of TDS, this pertains to TDS on interest amount set off by lenders against the payable by it to TTL. Due to severe cash crunch, the company neither able to pay the interest nor effect TDS on the amount credited and set off.

Comments of the Comptroller and Auditor General

Comments of the Comptroller and Auditor General under Section 619(4) of the Companies Act, 1956 for the year ended 31st March 2010 are enclosed as part of the Report.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the encouragement, assistance, support and co-operation given by Government of India, Government of Tamilnadu, Promoters and the Companys Bankers. The Directors appreciate your whole hearted efforts during the year and solicit your continued support and co-operation. Your Directors acknowledge the continued trust and confidence you have reposed in this company. They also wish to place on record their appreciation for the hard work put in by the employees at all levels.

for and on behalf of the Board

M. Sengupta

Managing Director

Place : Chennai. B. Elango