Corporate Office :

A-60, Naraina Industrial Area, Phase-l, New Delhi-110 028 INDIA TEL. : 91-11-41411070/ 71/72 FAX : 91-11-25792194 E-mail : [email protected] Website : www.shyamtelecom.com

Date - September 04, 2020

The Manager, Department of Corporate Services Bombay Stock Exchange Limited ("BSE") PhirozeJeejeebhoy Towers Dalal Street, Mumbai - 400001 Security Code - 517411 Through BSE Listing Centre Through NEAPS

Listing Department, National Stock Exchange of India Limited ("NSE") Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai - 400001 Security Symbol - SHYAMTEL

Subject: Submission of Notice of 27 Annual General Meeting and Annual Report for the Financial Year 2019 - 2020

In compliance with Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith soft copy of our Company's Annual Report for F.Y. 2019- 2020, along with the Notice of the 27 Annual General Meeting ('27% AGM') to be held on Tuesday, September 29, 2020 at 01.00 a.m. (IST) through Video Conference.

The Notice of 27% AGM and the Annual Report for F.Y. 2019-2020 has been sent today, i.e. September 4, 2020, through electronic mode to those Members whose email addresses are registered with the Company / Registrar & Share Transfer Agent, Indus Portfolio Pvt. Ltd. / Depository Participant(s).

The Notice of 27 AGM and the Annual Report for F.Y. 2019-2020 has also been made available on the Company's website at the link http://shyamtelecom.com/wp-content/uploads/2020/09/Final-Shyam-Telecom-min.pdf A copy of this letter is being uploaded on the Company's website at www.shyamtelecom.com.

We request you to take the above information on record.

Thanking you, Yours faithfully,

For Shyam Teleco we

Prabhat Tyagi Company Secretary ~~

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SHYAM TE OM LIMITED

CONTENTS OF THE REPORT

	T E Е C O M . L. LTD
	CONTENTS OF THE REPORT
S. No.	Particulars	Page No.
1.	Notice of Annual General Meeting	$1 - 14$
2.	Directors Report	$15 - 21$
3.	Annexures to the Director's Report	$22 - 37$
4.	Report on Corporate Governance	38-60
5.	Internal Auditor's Report	61
6.	Independent Auditors Report	$62 - 72$

NOTICE

SHYAM TELECOM LIMITED CIN: L32202RJ1992PLC017750 Regd. Office: Shyam House, Plot No. 3, Amrapali Circle, Vaishali Nagar, Jaipur — 302021, Rajasthan, India Ph. — 91-141-5100343, FAX — 91-141-5100310 Email Id — [email protected], Website - www.shyamtelecom.com

NOTICE OF THE TWENTY SEVENTH ANNUAL GENERAL MEETING ("AGM")

TIME — 01:00 P.M. DAY & DATE — Tuesday, 29" September, 2020 VENUE - Through Virtual Video Conferencing

The Members,

Notice is hereby given that the Twenty Seventh Annual General Meeting ("AGM") of the Members of Shyam Telecom Limited will be held through Virtual Video Conferencing, on Tuesday, 29% September, 2020 at 01.00 P.M. to transact the following Businesses:

ORDINARY BUSINESS

To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31% March, 2020 together with the Reports of the Directors and Auditors thereon and in this regard to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT the Audited Financial Statements of the Company for the Financial Year ended 31% March, 2020 together with the Reports of the Directors and Auditors thereon be and hereby received considered approved and adopted."

To re-appoint the retiring Director, Mr. Arun Kumar Khanna, (DIN —00041724), who retires by rotation and being eligible, offers himself for re-appointment and in this regard to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT Mr. Arun Kumar Khanna, (DIN —00041724), who retires by rotation in accordance with Section 152 of the Companies Act, 2013 be and is hereby re-appointed as Director."

SPECIAL BUSINESS

3. TO APPROVE THE POWER OF THE BOARD UNDER SECTION 180 (1) (a) OF THE COMPANIES ACT, 2013

To authorize the Board to Mortgage/Create Charge on properties of the Company for securing Loan and other Financial Assistance and in this regard, to consider and if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution

"RESOLVED THAT in supersession of the earlier Resolutions and pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 (as amended or re-enacted from time to time) and other applicable provisions if any, the consent of the Members be and is hereby accorded to the Board of Directors to pledge, mortgage, hypothecate and/or charge all or any part of the Moveable or Immovable Properties of the Company and the whole or part of the undertaking of the Company of every nature and kind whatsoever and/or creating a floating charge in all or any Movable or Immovable properties of the Company and the whole of the undertaking of the Company to or in favour of Banks,

Financial Institutions, Investors and any other Lenders or Debenture Trustees to secure the amount borrowed by the Company or any third party from time to time for the due payment of the principal and/or together with interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect of such Borrowings at any time.

RESOLVED FURTHER THAT any Director or the Secretary of the Company be and are hereby authorized severally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution."

4. TO APPROVE THE BORROWING POWERS TO THE BOARD UNDER SECTION 180 (1) (c) OF THE COMPANIES ACT, 2013

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

"RESOLVED THAT in supersession of the earlier Resolutions and pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013 (as amended or re-enacted from time to time) and other applicable provisions if any, consent of the Members be and is hereby accorded to Board of Directors of the Company for borrowing any sum or sums of monies, for and on behalf of the Company from time to time, which together with the Money already borrowed by the Company, (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of its paid up capital, free reserves and securities premium, provided that the total amount so borrowed by the Company shall not exceed Rs. 50 Crores (Rupees Fifty Crores only).

RESOLVED FURTHER THAT any Director or Secretary of the Company be and are hereby authorized severally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution."

5. TO AUTHORIZE FOR MAKING DONATION TO BONAFIDE CHARITABLE AND OTHER FUNDS

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

"RESOLVED THAT pursuant to the provisions of Section 181 of the Companies Act, 2013, Board of Directors of the Company be and are hereby authorized to contribute and/or donate, from time to time, to any Bonafide Charitable and other Funds, amounts not exceeding in aggregate to all such funds taken together up to a sum of Rs. 1 Crore (Rupees 1 Crore only) during any Financial Year of the Company.

6. TO APPROVE THE LIMITS OF LOAN / GUARANTEE / INVESTMENT BY THE COMPANY AS PER SECTION 186(3)

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

"RESOLVED THAT consent of the Members of the Company be and is hereby accorded pursuant to Section 186(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification thereof for the time being in force and as may be enacted from time to time), to Board of Directors

(hereinafter referred to as "the Board" which term shall be deemed to include any Committee which the Board may constitute for this purpose or any person(s) authorized by the Board), for making investment(s) in excess of limits specified under Section 186 of Companies Act, 2013 from time to time in acquisition of securities of any Body-Corporate or for giving loans, guarantees or providing securities to any Body-Corporate or other person / entity whether in India or outside India, as may be considered appropriate for an amount not exceeding Rs. 100 Crores (Rupees One Hundred Crores only), notwithstanding that such investment and acquisition together with the Company's existing investments in all other Bodies Corporate, Loans and Guarantees given and Securities provided shall be in excess of the limits prescribed under Section 186(3), of the Companies Act, 2013.

TO APPROVE THE TRANSACTIONS WITH THINK OF TECHNOLOGIES PRIVATE LIMITED, THINK OF US INDIA PRIVATE LIMITED AND VIHAAN NETWORKS LIMITED To consider and if thought fit, to pass, with or without modification(s), the following Resolution as Ordinary Resolution:

"RESOLVED THAT consent of the Members of the Company be and is hereby accorded pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment, modification, variation or reenactment thereof, to Board of Directors of the Company to enter into the transactions for sale, purchase of goods, and to provide / avail services to / from the Think of Technologies Private Limited, Think of US India Private Limited and Vihaan Networks Limited, related parties, subject to a maximum aggregate transactions as defined in the table below in any Financial Year with the said related parties, provided that the said transactions, contract and arrangement so carried out shall be at arm's length basis and in the ordinary course of business of the Company.

S. No.	NAME OF THE RELATED PARTIES		LIMITS (IN LAKHS)
	In the Financial Year 2020-21	SALE	PURCHASE
	Vihaan Networks Limited	50.00	50.00
2	Think of Us India Private Limited	500.00	500.00
3	Think of Technologies Private Limited	500.00	500.00
authorized	deeds and severally things that do acts, to all expedient or incidental for the purpose of giving effect to the aforesaid Resolution."	RESOLVED FURTHER THAT any Director or Secretary of the Company be and are hereby may be	necessary, proper,

» TO CLARIFY THE DATE OF FINAL APPROVAL OF BOARD OF DIRECTORS FOR THE DELISTING OF EQUITY SHARES OF THE COMPANY

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

"RESOLVED THAT pursuant to the approval of the shareholders granted vide postal ballot notice dated February 13, 2020, results of which were declared on May 05, 2020, for the proposed delisting of the equity shares of the Company from BSE Limited and National Stock Exchange of India Limited, it is placed before the members of the Company for taking on record that the Board of Directors of the Company had first considered the delisting proposal in their meeting held on November 13, 2019 and the final approval of the Board of Directors for delisting of equity shares, after considering the Due Diligence report of the Merchant Banker, pursuant to Regulation 8 of the SEBI (Delisting of Equity Shares) Regulations, 2009 was granted in their meeting held on February 13, 2020.

RESOLVED FURTHER THAT all other facts mentioned in the resolution passed pursuant to the postal ballot notice dated February 13, 2020 remains same."

By Order of the Board of Directors For Shyam Telecom Limited

Sd/- Prabhat Tyagi Company Secretary

Place — New Delhi Date — 31%tAugust, 2020

NOTES: -

In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 (collectively "MCA Circulars"), permitted companies to conduct Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means, subject to compliance of various conditions mentioned therein. In compliance with the MCA Circulars and applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 27" AGM of the Company is being convened and conducted through VC.
The Company has enabled the Members to participate at the 27" AGM through the VC facility provided by Central Depository Services Limited (CDSL). The instructions for participation by Members are given in the subsequent paragraphs. Participation at the AGM through VC shall be allowed on a first-come-first-served basis.
As per the provisions under the MCA Circulars, Members attending the 27° AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013
The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and e-voting during the AGM. The process of remote e-voting with necessary user id and password is given in the subsequent paragraphs. Such remote e-voting facility is in addition to voting that will take place at the 27" AGM being held through VC.

Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.
° As per the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 27" AGM is being held through VC as per the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 27'"° AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
Corporate Members are required to submit a Certified True Copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting through email at [email protected].
Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and the Share Transfer Books of the Company will remain closed from 23" September, 2020 to 29" September, 2020 (both days inclusive).
The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Item nos. 3 to 7 which set out details relating to Special Businesses at the Meeting, is annexed herewith.All documents referred to in the accompanying Notice and the Explanatory Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email to [email protected].
1. In line with the MCA Circulars, the notice of the 27" AGM along with the Annual Report 2019-20 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2019-20 will also be available on the Company's website at www.shyamtelecom.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
1. Members holding shares in physical form are requested to notify to the Company's Registrar and Share Transfer Agent, Indus Portfolio Private Limited, G — 65,Bali Nagar, New Delhi-—110015, E-mail: [email protected] / [email protected], Ph: 91-11-47671200, 47671214, Fax: 91-11-25449863 quoting their folio number, any change in their Registered Address along with a copy of any one of the Address Proofs i.e. Voter Identity Card, Aadhaar Card, Electricity / Telephone, Bill, Driving License, Passport or Bank Statement and for change in bank details along with cancelled Cheque and in case the shares are held in dematerialized form, this information should be passed on to their respective Depository Participants.
1. In accordance with the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and participate in corporate actions.
1. The unclaimed/unpaid dividend for all the previous years has been transferred to the Investor Education and Protection Fund and no claims shall lie against the Company or the said fund in respect of such dividend which remains unclaimed or unpaid for 7 years from the date when they first became due. The members / claimants whose shares, unclaimed dividends, etc. have been transferred to the Fund may claim the Shares or apply for refund by making an application to Investor Education and Protection Fund ("IEPF") Authority in

Form IEPF-5 (available on iepf.gov.in). The members/claimants can file only one consolidated claim in a financial year as per IEPF Rules.

1. As the 27" AGM is being held through VC, the route map is not annexed to this Notice.
1. Members desirous of asking any questions at the AGM are requested to send in their questions through email at [email protected] at least 7 (Seven) days before the date of ensuing AGM so that the same can be suitably replied to.
1. As per Section 72 of the Companies Act, 2013 the facility for making/ varying /cancelling nominations is available to individuals, holding Shares in the Company. Nominations can be made in Form SH.13 and any variation /cancellation thereof can be made by giving notice in Form SH. 14, prescribed under the Companies (Share Capital and Debentures) Rules, 2014 for the purpose. The Forms can be obtained from the Registrar and Transfer Agent or from the website of the Ministry of Corporate Affairs at www.mca.gov.in.
1. The Securities and Exchange Board of India ("SEBI") has made it mandatory for every participant in the securities / capital market to furnish Income Tax Permanent Account Number ("PAN") for transactions involving transfer, transmission, transposition and deletion of name of the deceased Member(s). Therefore, Members holding Shares in Physical form are requested to furnish their PAN along with self-attested photocopy of the PAN Card to the RTA. Members holding Shares in Demat Form are requested to register the details of their PAN with their DPs.
1. Members holding shares in physical form who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communications including Annual Reports, Notices, Circulars etc. from the Company electronically. However, where the Shares are held by the Members in dematerialized form, the same has to be communicated to his/her Depository Participant for the purpose of receiving any of the aforesaid documents in electronic form.
1. Disclosure pursuant to Regulation 26 and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), with respect to Directors seeking re-appointment / appointment at the AGM is given in the Annexure to the Notice.
1. Members are requested to claim their Unclaimed Shares transferred to "Demat Suspense Account" or the "Unclaimed Suspense Account" as the case may be pursuant to Regulation 39(4) read with Schedule VI of the SEBI (LODR) Regulations, 2015. The Members desiring to claim such Shares will be required to furnish Proof of Identity to enable the Company to verify the same before acting on such request, till settlement of such claim and as per Para E of Schedule VI of SEBI (LODR) Regulations, 2015, Voting rights on such shares shall remain frozen.
1. The Shares of the Company are at present listed on Bombay Stock Exchange and National Stock Exchange. Listing Fees to all the Stock Exchanges had been paid up to 31% March 2020.
1. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide Members facility to exercise their right to vote at the 27'" AGM by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL)

23. Voting through electronic means

A. In case a Member receives an email from CDSL (for Members whose email IDs are registered with the Company/Depository Participants(s):
(i) Launch internet browser by typing the following website:www.evotingindia.com
(ii) | Click on Shareholders / Members Login
(iii) Now Enter your User ID
- For CDSL: 16 digits beneficiary ID,
- For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- Members holding shares in Physical Form should enter Folio Number registered with the Company.
Enter the character displayed on the Image Verification and Click on Login.
(iv) (v) If you are holding Shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.
(vi) If you are a first-time user follow the steps given below:

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	Voting through electronic means The instructions for e-voting are as under:
A. (i) (iii) (iv) (v) (vi)	In case a Member receives an email from CDSL (for Members whose email IDs are registered with the Company/Depository Participants(s): Launch internet browser by typing the following website:www.evotingindia.com (ii) Click on Shareholders / Members — Login Now Enter your User ID For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID, Members holding shares in Form should enter Folio Number Physical registered with the Company. Enter the character displayed on the Image Verification and Click on Login. demat Shares logged you holding form and had on are to in If www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used. If you are a first-time user follow the steps given below:
PAN	*PAN alpha-numeric Income Enter your issued Tax 10-digit by Department (Applicable for both Demat as well as Physical Shares) Members PAN who updated have not with their the « Company/Depository requested Participant two use are the to first letters of their name and the 8 digits of the sequence number in the PAN field. Sequence Number is provided on the website of RTA. In case the sequence number is less than 8 digits enter the applicable « number of O's sequence number and before the after the first two characters of the name in CAPITAL letters. E.g. If your name is Suresh then enter SUO0000001 Kumar with sequence number 1 in the PAN field.
Date of Birth (DOB) or Dividend Bank Details	Enter the Dividend Bank Details or Date of Birth in (dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. If the details are not recorded with the depository or Company please enter the Member id / folio number in the Dividend Bank details field as mentioned in instruction (iii).

After entering these details appropriately, click on "SUBMIT" tab.
(vii) (viii) Members holding shares in physical form will then reach directly to the Company selection screen. However, Members holding shares in Demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for Resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.
(x) Click on EVSN of "SHYAM TELECOM LIMITED"

(xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the~ option "YES/NO "for voting. Select the

option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xiii) After selecting the Resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK', else to change your vote, click on "CANCEL" and accordingly modify your vote.
(xiv) Once you "CONFIRM" your vote on the Resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
(xvi) If Demat account holder has forgotten the changed password then enter the User ID and the image Verification code and click on Forgot Password & enter the details as prompted by the system.
(xvii) Members can also cast their vote using CDSL'S mobile app m-Voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xviii) Note for non-individual Members &Custodians
e Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.
e They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].
e = After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) which they wish to vote on.
e The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
e They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

Points to be Remember:

A. Once the vote on a Resolution is cast by the Member, he shall not be allowed to change it subsequently or cast the vote again.
B. Those Members, who have not cast their votes by remote e-voting, can cast their vote at the General Meeting by any facility for voting available at the General Meeting.
Cc. The voting period begins on 26 September, 2020 (10.00 AM) and ends on 28% September, 2020 (05.00 PM). During this period Members of the Company, holding Shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 22"? September, 2020, may cast their vote electronically. The evoting module shall be disabled by CDSL for voting thereafter.
D. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.co.in under help Section or write an email to [email protected].

The members can opt for only one mode of voting, i.e. either physically by attending AGM or e-voting. If any member opts for e-voting, he/she will not be eligible to vote physically in AGM.
1. The Board of Directors has appointed Mr. Sandeep Mehra, Practicing Company Secretary, (COP No. — 15786) as the Scrutinizer to scrutinize the e-voting process and voting at the venue of the AGM in a fair and transparent manner.
1. The Scrutinizer shall, immediately after the conclusion of the voting at the AGM, first count the votes cast at the AGM, thereafter unblock the votes cast through e-Voting in the presence of at least two witnesses, not in the employment of the Company, and shall make available, not later than 48 Hours from the conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favor of, or against, if any to the Chairman ora person authorized by him in writing who shall countersign the same and declare the result of voting, which shall be placed on the website of the Company ie. viz. www.shyamtelecom.com and also on the website of CDSL viz. www.cdslindia.com, and shall also be communicated to the stock exchanges where the company's shares are listed.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https:/Awww.evotingindia.com under shareholders/members login by using the remote evoting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
1. Shareholders are encouraged to join the Meeting through Laptops / |Pads for better experience.
1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

1. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
1. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

Note for Non — Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login' should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022-23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statement forms part of the Notice convening the 27° AGM

ITEM NO. 3

To finance the Working Capital requirements and the Capital Expenditure programme, the Company would be required to raise Funds through Borrowings and it may be required to have the Borrowings secured by way of Mortgage and / or Charge on the immovable and movable properties of the Company both present and future.

Section 180(1)(a) of the Companies Act, 2013 provides inter alia, that the Board of Directors of a Company shall not without the consent of the Company in General Meeting sell, lease otherwise dispose of the whole or substantially the whole of the undertaking of the Company, or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertakings.

Since the mortgaging by the Company of its immovable and movable properties as aforesaid in favour of Financial Institutions/ Banks may be regarded as disposal of the Company's properties/ undertakings, it is necessary for the Members to pass a Resolution under Section 180(1)(a) of the Companies Act, 2013 for creation of the Mortgage/ Charge.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the aforesaid Resolution.

The Board recommends the Resolution set out in Item No. 3 for the approval of Members as Special Resolution.

ITEM NO. 4

In pursuance of Section 180 (1) (c) of the Companies Act, 2013 approval of the members is required to borrow money in excess of the Company's Paid-up Share Capital, its Free Reserves and Securities Premium.

None of the Directors, Key Managerial Personnel (KMP) or their Relatives is concerned or interested in the Resolution except to the extent that he or she is a Director/KMP or holds less than 2% Shares of the Company either directly or indirectly.

The Board recommends the Resolution set out in Item No. 4 for the approval of Members as Special Resolution.

ITEM No. 5

As per Section 181 of the Companies Act, 2013, the Board of Directors of the Company can contribute to bonafide charitable and other funds any amount the aggregate of which, in any Financial Year shall not exceed 5% of its average net profits, as determined in accordance with the provisions of Section 198 of Companies Act, 2013 for the three immediately preceding Financial Years.

As required under Section 181 of Companies Act 2013 donation of Rs. 1 Crore (Rupees One Crore only) requires the sanction/approval of Members in General Meeting.

None of the Directors, KMP or their relatives are concerned or interested in the Resolution except to the extent that he or she is a Director/KMP or holds less than 2% shares of the Company either directly or indirectly.

The Board recommends the Resolution set out in Item No. 5 for the approval of Members as Ordinary Resolution.

ITEM No. 6

In order to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same by making Investment in other Bodies Corporate or granting Loans, giving Guarantee or providing Security to other persons or other Body Corporate or as and when required.

Pursuant to the provisions of Section 186(3) of the Companies Act, 2013 and Rules made thereunder, the Company needs to obtain prior approval of Members by way of Special Resolution passed at the General Meeting in case the amount of Investment, Loan, Guarantee or Security proposed to be made is more than the higher of Sixty percent of the Paid up Share Capital, Free Reserves and Securities Premium account or One Hundred percent of Free Reserves and Securities Premium account, whichever is more. Accordingly, the Board of Directors of the Company proposes to obtain approval of Members by way of Special Resolution as contained in the Notice of the AGM for an amount not exceeding Rs. 100 Crores (One Hundred Crores only) notwithstanding that such Investments, outstanding Loans given or to be given and Guarantees and Security provided are in excess of the limits prescribed under Section 186 of the Companies Act, 2013.

None of the Directors, KMP or their Relatives is concerned or interested in the Resolution except to the extent that he or she is a Director/KMP or holds less than 2% shares of the Company either directly or indirectly.

The Board recommends the Resolution set out in Item No. 6 for the approval of Members as Special Resolution.

ITEM No. 7

The Audit Committee Members and the Board of Directors of the Company in their respective Meetings held on 29" June, 2020 approved the Related Party

Transactions for sale, purchase of goods and to provide / avail services to / from Think of Technologies Private Limited, Think of Us India Private Limited and Vihaan Networks Limited, related parties, subject to a maximum aggregate transaction up to the limits as defined in the table below in any Financial Year. Under the provisions of Sections 188 of the Companies Act, 2013 read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Companies (Meetings of Board and its Powers) Rules, 2014, a transaction with a Related Party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a Financial Year, exceeds ten percent of the annual consolidated turnover of the Company as per the last Audited Financial Statements of the Company. These provisions further provide that all Materially Related Party Transactions shall require approval of the Members through Special Resolution. Since the transactions with Think of Technologies Private Limited, Think of Us India Private Limited and Vihaan Networks Limited are estimated to be around the amount as defined in the table below in any Financial Year, which exceeds the ten percent of the annual consolidated turnover of the Company as per the audited Financial Statement as on 31% March, 2020, the transactions are required to be approved by the Members as Ordinary Resolution. The said transactions are in the ordinary course of business of the Company and wherever required are on a cost-plus appropriate mark-up in adherence with the arms-length principle.

Ss. No.	Name of Related Party	Maximum Amount
1	Think of Technologies Limited	Private 10 Crores
2	US Think India of Limited	Private 10 Crores

None of the Directors, KMP or their relatives are concerned or interested in the Resolution except Mr. Arun Kumar Khanna, who may be deemed to be interested in the Resolution by virtue of being relative of Director of Think of Technologies Private Limited as well as Think of US India Private Limited and Mr. Rajiv Mehrotra, who may be deemed to be interested in the Resolution by virtue of being on Board of Directors of Vihaan Networks Limited

The Board recommends the Resolution set out in Item No.7 for the approval of Members as Ordinary Resolution.

ITEM No. 8

The resolution placed before the members of the Company vide postal ballot notice dated February 13, 2020 mentioned the date of initial board meeting in which the delisting proposal was considered by the Board and in-principally approved subject to obtaining a Due Diligence Report from a merchant banker and other provisions of the SEBI (Delisting of Equity Shares) Regulations, 2009. However for more clarity, it is being placed before the members that the said delisting proposal was initially proposed in the meeting of the Board of Directors of the Company held on November 13, 2019 and was finally approved in their meeting held on February 13, 2020 after receipt of the due diligence report from merchant banker.

There is no change in any other disclosure made to the shareholders vide their resolution passed through postal ballot notice dated February 13, 2020, result of which was disclosed on May 05, 2020.

The Board recommends the Resolution set out in Item No. 8 for the approval of Members as Special Resolution

Mr. Rajiv Mehrotra, Mr. Ajay Khanna, Mr. Alok Tandon and Mr. Arun Kumar Khanna being the Promoters of the Company are interested in this resolution.

None of the Directors / Key Managerial Personnel or their relatives (other than as mentioned above) are concerned or interested in the resolution except to the extent of their shareholding in the Company.

ANNEXURE TO ITEM NO. 2 OF THIS NOTICE

Details of Directors seeking re-appointment at the forthcoming AGM (in pursuance of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings)

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4 ™ re m o °


ANNEXURE TO ITEM NO. 2 OF THIS NOTICE
Details of Directors seeking re-appointment at the forthcoming AGM (in pursuance of Securities
Exchange Board of India Obligations and Disclosure and (Listing 2015 and Secretarial Standard on General Meetings)	Requirements) Regulations,
NAME OF THE DIRECTOR —-MR. ARUN KUMAR KHANNA
BASIC DETAILS
Director Identification Number (DIN)	00041724
Date of Birth	10.05.1951
Nationality	INDIAN
Date of first appointment on the Board of Directors of the Company	29.05.1998
Qualification	B. Com, LL.B
Memberships / Chairmanships of Audit and Stakeholders'	NIL

Relationship Committees across Public Companies
LIST OF DIRECTORSHIPS HELD IN OTHER COMPANIES (EXCLUDING FOREIGN, PRIVATE
AND SECTION 8 COMPANIES)

AK Skill Developers Limited e
BRIEF RESUME AND AREA OF EXPERTISE
Kumar Non-Executive Khanna, was inducted Arun Director, on Mr.	Board 1998 the as in
associated various reputed Director. He institutions with like is	Confederation India of
Industries, Indian Institute of Bankers, Indian Institute of Material Management, and Electronics
Computer Promotion Software been Export Council. had He the & He is responsible for overall operations of the Company Manufacturers Association (TEMA).	of Telecom President
Management, Cash Implementation, Flow including Project liaison	Defense, DoT, with
Railways, Government Departments and various Public and Private Sector Organizations. He
actively participates in the activities of various Associations, Institutions, Banks, and Councils of which he is a Member.

LIST OF DIRECTORSHIPS HELD IN OTHER COMPANIES (EXCLUDING FOREIGN, PRIVATE AND SECTION 8 COMPANIES)

e AK Skill Developers Limited

BRIEF RESUME AND AREA OF EXPERTISE

Mr. Arun Kumar Khanna, Non-Executive Director, was inducted on the Board in 1998 as Director. He is associated with various reputed institutions like Confederation of India Industries, Indian Institute of Bankers, Indian Institute of Material Management, and Electronics & Computer Software Export Promotion Council. He had been the President of Telecom Manufacturers Association (TEMA). He is responsible for overall operations of the Company including Project Implementation, Cash Flow Management, liaison with DoT, Defense, Railways, Government Departments and various Public and Private Sector Organizations. He actively participates in the activities of various Associations, Institutions, Banks, and Councils of which he is a Member.

Dear Members,

FINANCIAL SUMMARY

FINANCIAL PERFORMANCE

(a
SHY¥YAM
TELECOM tro
DIRECTORS' REPORT
Dear Members,
Your Directors have pleasure in presenting their Twenty Seventh Annual Report on the Business
and Operations of the Company and the accounts for the Financial Year ended March 31, 2020.
FINANCIAL SUMMARY
The Company's Financial Performance for the Year under review along with previous Year figures are given hereunder:


FINANCIAL PERFORMANCE		Rupees in Lakhs)
PARTICULARS	Financial Year	Financial Year
	2019-2020*	2018-2019*
Revenue from Operations A.	133.41	864.5
Other Income B.	49.31	493.13
Total (A+B) C.	182.72	1,357.63
Exceptional Profit / (Loss) before Items and D. Tax	-796.06	-226.36
lItems/Loss—Discontinuing E. Exceptional
Operations	219.06	-1,000.00
Profit / (Loss) Before Tax F.	-577	-1,226.36
Less: Tax G.	-	-
Net Profit (F - G) H. Other Comprehensive Income / (Loss) .	-578.98 6.72	-1,222.05 -13.88

*Figures are as per IndAS

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the Year under review your Company registered a Turnover of Rs. 133.41 Lakhs as compared to a Turnover of Rs. 864.50 Lakhs during the previous Financial Year ended March 31, 2019. Revenue from Operations for the Year ended March 31, 2020 has decreased by 84.57% over the corresponding last Year. The Company recovered Rs. 219.06 lakhs as arbitration claim in the year ended March 31, 2020. Therefore, the Total Comprehensive Income for the period under review was in negative Rs. 572.26 Lakhs as compared to negative income of Rs. 1235.93 lakhs in the corresponding last Year.

Your Company is exploring other avenues for business and is in discussions / negotiations with various vendors.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2020 stands at Rs. 75 Crores divided into 5 Crores Equity Shares of Rs. 10/- each and 25 Lakhs Redeemable Preference Share of Rs. 100/- each. The Paid-up Share Capital of your Company is Rs. 11,27,00,000 divided into 1,12,70,000 Equity Shares of Rs. 10/- each, fully paid-up.

DIVIDEND

No Dividend was declared for the current Financial Year due to consistent losses incurred by the Company.

TRANSFER TO RESERVES

The Company does not propose to transfer amount to the General Reserve out of the amount available for appropriation and considered it appropriate to retain the same in the profit and loss account.

NATURE OF BUSINESS

The Company is primarily engaged in the business of trading of Mobile accessories in India.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANY

The Company had no Subsidiary, Associate or Joint Venture Company during the reporting period. The Company earlier had one foreign Subsidiary, namely Shyam Telecom Inc incorporated under the laws of State of Delaware but it had been dissolved with effect from 22"4 December, 2015. Accordingly, the requirement to prepare and annex the Consolidated Financial Statements is not applicable.

PUBLIC DEPOSIT

During the Year under review, your Company has not accepted any deposit under Sections 73 or any other provisions of the Companies Act, 2013read together with the Companies (Acceptance of Deposits) Rules, 2014 or any amendment thereto.

COST RECORDS

Your Company is not required to maintain cost records as prescribed under Companies Act, 2013.

INDIAN ACCOUTING STANDARD (IND AS)

The Financial Results for the year 2019-20 have been prepared in accordance with Ind AS, the relevant Rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS ("KMP")

Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") and is mentioned below:

Mr. Rajiv Mehrotra	-	Chairman and Director
Mr. Ajay Khanna	-	Managing Director
Mr. Alok Tandon	-	Non-Executive Director
Mr. Arun Kumar Khanna	-	Non-Executive Director
Mr. Achintya Karati	-	Independent Director
Mr. Vinod Juneja	-	Independent Director
Ms. Nishi Sabharwal	-	Independent Women Director
Mr. Rakesh Malhotra	-	Independent Director

The Company has following KMPs

Mr. Ajay Khanna	-	Managing Director ("MD")
Mr. Vinod Raina	-	Chief Financial Officer ("CFO")
Mr. Prabhat Tyagi	-	Company Secretary ("CS")

During the Year under review, total four Meetings of the Board of Directors of your Company were held, i.e., on 29" May, 2019, 12% August, 2019, 13" November, 2019 and 13 February, 2020. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Details of Board Composition and Board Meetings held during the Financial Year 2019-20 have been provided in the Corporate Governance Report which forms part of this Annual Report.

During the Year under review, Mr. Alok Tandon (DIN — 00027563) who retired at the 26" Annual General Meeting ("AGM") was reappointed as a Director of the Company. Mr. Arun Kumar Khanna (DIN — 00041724), Non-Executive Director is due to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. Your Board recommends reappointment of Mr. Arun Kumar Khanna as a Director of the Company, liable to retire by rotation. The members are requested to consider and approve his re-appointment.

In accordance with Regulation 36(3) of the Listing Regulations and Secretarial Standards, the brief profile and particulars of all the Directors seeking reappointment / re-designation is given in the Annexure to the Notice convening the AGM.

All the Directors of the Company have confirmed that they are not disqualified from being staying on the Board of directors in terms of Section 164(2) of the Companies Act, 2013 and they have also submitted Declaration to that effect.

INDEPENDENT DIRECTORS' MEETING

In compliance with the requirements of Schedule IV of the Act, a Meeting of the Independent Directors was held on 13" February, 2020, without the participation of the Executive Directors or Management Personnel.

The Independent Director carried out performance evaluation of Non-Independent Directors and the Board of Directors as a whole, performance of Chairman of the Company, the quality, contents and timeliness of flow of information between the Management and Board, based on the performance evaluation framework of the Company.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors of your Company have submitted a Declaration that they meet the criteria of Independence as provided in Section 149(6) and 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations and there is no change in their status of Independence. As required under Section 149(7) of the Act, the said declaration was placed in the Board Meeting held on 29"*June, 2020.

BOARD ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Committees of the Board as a whole, and Individual Directors pursuant to the provisions of the Act and Listing Regulations. The performance of the Board was evaluated by the Board after seeking Inputs from all the Directors on the basis of criteria such as the Board Composition and Structure, effectiveness of Board processes, Information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee Meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India ("SEBI") on January 5, 2017 In a separate Meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Board and the Nomination and Remuneration Committee reviewed the performance of Individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings, etc. In the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated

TRANSFER OF SHARES IN RESPECT OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY

Shareholder may note that both the Unclaimed Dividend and corresponding shares transferred to the IEPF including all benefits accruing on such shares, if any, can be claimed back from IEPF following the procedure prescribed in the IEPF Rules. No claim could be made in respect thereof with the Company.

FAMILIARISATION PROGRAMME MODULE

The Company familianzes the Independent Directors with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, operations of the Company, etc. They are also informed of the important policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel. The Familiarization Program Module for Independent Directors of the Company has been adopted by the Board of Directors. The particulars of familiarization program for Independent Directors can be accessed on the Company's Website www.shyamtelecom.com in terms of the provisions of Regulation 46(2)(i) of Listing Regulations.

CODES AND POLICIES OF THE COMPANY

Companies policies on (i) Familiarization Programme Module (ii) Nomination and Remuneration Policy (iii) Performance Evaluation Policy (iv) Related Party Transaction Policy (v) Sexual Harassment Policy (vi) Preservation of Records

Policy (vii) Determining Materiality and Archival of Disclosures Policy (viii) Code of Practices and Procedures and Code of Conduct to Regulate, Monitor and Report Trading in Securities and Fair Disclosure of Unpublished Price Sensitive Information are places on Company's Website www.shyamtelecom.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism Program for overseeing the genuine concerns expressed by the Employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the Employees.

Your Company believes in the conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. To develop a culture where it is safe for all Directors and Employees to raise genuine concerns or grievances, the Company established Vigil Mechanism for Directors and Employees in pursuance of Regulation 22 of Listing Regulations and Section 177(9) of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has adopted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. A detail of Constitution of the Committee has been given in Corporate Governance Report.

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the Year under review, no such Complaint was reported to the said Committee.

POLICY ON INSIDER TRADING

Your Company has a Code of Conduct for Prevention of Insider Trading as well as Code of Practices and Procedures and Code of Conduct to Regulate, Monitor and Report Trading in Securities and Fair Disclosure of Unpublished Price Sensitive Information with a view to regulate trading in Securities by the Directors and Designated employees of the Company in line with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm that:

i) in the preparation of the Annual Accounts for the Year ended 31% March 2020, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.
ii) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of the affairs of the Companyas at 31*t March, 2020 and of the profit/ loss of the Company for the Year ended as on that date;

ili) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) the annual accounts have been prepared on a going concern basis.
v) the directors had laid down Internal Financial Controls which are followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.
vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS

At the Twenty-Fourth AGM held on September 29, 2017 the Members approved appointment of M/s. VGM & Company, Chartered Accountants (Firm Registration No. 029823N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Twenty-Ninth AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away with by the Companies (Amendment) Act, 2017 read with Proviso to Section 139(1) of the Companies Act, 2013 read with explanation to Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

AUDITORS REPORT

The observations made in the Statutory Auditor's Report presented by M/s. VGM & Company read with relevant Notes to the accounts of the Company for the Financial Year ended 31% March, 2020, are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013. Secretarial Auditors' Report does not contain any qualification, reservations, adverse remark or disclaimer. There are no frauds which are committed by the Company and therefore no such fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITORS

Pursuant to the provisions of the Section 138 of the Act, the Board of Directors of the Company had appointed M/s Padam Dinesh & Company, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2019-20. Internal Audit Report forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure — I" to this Report. The extract is also available on the Company website (www.shyamtelecom.com) and can be read from there.

SECRETARIAL AUDIT

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. A.N. Kukreja & Company, a Practicing Company Secretary to conduct the Secretarial Audit of your Company for the Financial Year ended 31%t March, 2020. The Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure - Il'. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The Statement of Disclosure of Ratio of Remuneration and other Details under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules'), is appended as "Annexure Ill" to the Report.

RELATED PARTY TRANSACTIONS

During the Financial Year ended March 31, 2020, all transactions with the Related Party as defined under the Companies Act, 2013 read with Rules framed there-under were in the 'Ordinary Course of Business' and 'at arm's length' basis. There has been no materially significant Related Party Transactions having potential conflict with the interest of the Company.

Pursuant to Section 177 of the Act and Regulation 23 of Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's Website. The Details of the Related Party Transactions as required under Accounting Standard — 18 are set out in Note No. 35 to the Financial Statements forming part of this Annual Report. The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure-lV" to this Report.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

In compliance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, a Statement containing Information on conservation of energy, technology absorption, foreign exchange earnings and outgo of the Company is annexed to this Board's Report and marked as "Annexure — V".

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the Year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of the Annual Report as "Annexure — VI".

CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted a Corporate Social Responsibility ("CSR") Committee to facilitate its CSR related operations in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. As per the relevant provisions of the Companies Act, 2013, the Company is not required to incur any expenditure in pursuance of the CSR policy. The composition of the CSR Committee of your Company has been provided in the Corporate Governance Report which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has established and maintained adequate Internal Financial Controls with respect to Financial Statements. Such Controls have been designed to provide reasonable assurance with regard to providing reliable Financial and Operational information. During the Year, such Controls were operating effectively and no material weaknesses were observed. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

INDUSTRIAL RELATIONS HUMAN RESOURCE AND INDUSTRIAL RELATION

The Company remains regularly in touch with each employee for the redressal of their grievances and maintains high quality standards for them. The industrial relations of your Company are normal.

NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 19 of Listing Regulations, the Company is having Nomination and Remuneration Policy framed on the recommendations of the Nomination and Remuneration Committee for determining Qualifications, Positive Attributes, Independence of a Director etc.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report and is also available on the Website of the Company www.shyamtelecom.com.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The Company has also implemented several best Corporate Governance practices as prevalent, globally. As per Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance together with a Certificate from Mr. Sandeep Mehra, Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance is annexed herewith and forms part of this Annual Report.

FINANCE AND BORROWINGS

Your Company had not availed any Working Capital Loan Facility in the Financial Year 2019-20. During the period under review, your Company had not availed any Loans or Borrowings.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the Financial Year 2019-20 are disclosed in the Notes to the Financial Statements provided in this Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The Board of Directors of your Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules made there-under and Regulation18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors. The Information in respect of the Composition of the Audit Committee, Scope, Brief Terms of Reference, and Number of Meetings held during the Year under Review and other relevant details have been provided in the Corporate Governance Report which forms part of this Annual Report.

The Board has accepted all Recommendations made by the Audit Committee during the Year under Review.

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

During the Current year arbitration proceedings between the company and BSNL/Department of Telecommunication (DOT) were decided in favour of company on 27"July, 2018. The arbitration award of Rs.219.05 lakhs was received on 2nd March, 2020 which comprises of Rs. 70.48 Lacs (amount of encashed Bank Guarantee) along with 9% interest from 3rd October 1996 for an amount of Rs. 145.58 lakhs and reimbursement of part Arbitration cost of Rs. 3 Lakhs. This award was contested again by DOT in Honorable Delhi High court but was turned down by Single Bench order dated 23rd April 2019, (DOT) again contested in Double Bench but the case was again awarded in favour of STL vide order dated 14August 2019.The amount received has been accounted for in the books as an exceptional item.

MATERIAL CHANGES AND COMMITMENTS

During the current year Intell Invofin India Private Limited (Promoter of the Company) proposed to delist the Company vide its letter dated November 4, 2019 along with the Confirmation of other promoters. The Board at its meeting held on November 13, 2019 considered & approved the proposal of the Promoter to delist the Company from BSE and NSE and appointed M/s Sundae Capital Advisors Private Limited as Merchant Banker to conduct the Due Diligence of the Company. The Merchant Banker submitted its report to the Board on February 12, 2020 and Board at its Meeting held on February 13, 2020 took the same on record and approved the Delisting of the Company.

The Company then dispatched notice to the members by postal ballot dated February 27, 2020 seeking their approval and the same was accorded to the Company on May 5, 2020 by adopting scrutinizer's report and declaring the voting results.

Further, The Company has already filed In-Principle application with BSE and NSE.

CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards during the year under review.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the Year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's Executives, Staff and Workers.

For and on Behalf of the Board of Directors

Sd/- Sd/- Director Director

Ajay Khanna Nishi Sabharwal

Place — Delhi Date — 315' August, 2020

					ANNEXURE I TO THE DIRECTOR'S REPORT
					FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN
					As on Financial Year ended on 31.03.2020
		Pursuant to Section 92 (3) of the Companies			Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

1	CIN	L_REGISTRATION & OTHER DETAILS:			132202RJ1992PLC017750
3	2 __ {Registration Date _ Name of the Company				03rd July, 1992	SHYAM TELECOM LIMITED
'		Category /Sub-category of the Company				Public Company having Share Capital Limited by Shares
5		Address of the Registered office & contact details			Fax No, - 91-141-5100310	Shyam House, Plot No. 3, Amrapali Circle, Vaishali Nagar, Jaipur, Rajasthan - 302021 Telephone with STD Area Code Number - 91-141-5100343
						Email Id :- [email protected] / [email protected] Website - www.shyamtelecom.com
6	Whether listed company				Yes	Bombay Stock Exchange (BSE) (517411) The National Stock Exchange of India Limited (NSE) (SHYAMTEL)
7		Name, Address & contact details of the Registrar & Transfer			G-65, Bali Nagar, New Delhi - 110015, India	Indus Portfolio Private Limited
	Agent, if any.					Email - [email protected] / [email protected] Ph: 91-11-47671200, 47671214
						Web: www.indusinvest.com
		IL_ PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S.No.		Name and Description of main products / services	4 ar		a		NIC Code of the Product/	cn		% to total turnover of the conipeny
1		Wholesale of Telephone, Mobile Phone and Communications Equipment and					46524			100
			parts

SN		Name and address of the Company						eat sociate Sobaktiery/,	% of shares held	—
		No								ion

	IV._ SHARE HOLDING PATTERN	(Equity share capital breakup as percentage of total equity)
	(i) Category-wise Share	Holding		No. of Shares held at the beginning of the year				No. of Shares held at the end of the year		%
	Category of		[As on 01-April-2019}]					[As on 31-March-2020]		dating —
A. Promoters	Sharoholders	Demat	Physical	Total	SotTotel Shares	Donat	Physical	Total	Seok Total Shares	year
() Indian	a) Individual/ HUF	99,098			0.88%	99,098			0.88%	0.00%
b) Central Govt		-	: :	99,098 :	0.00%	:	: :	99,098} :	0.00%	0.00%
	c) State Govt(s)	-	-	- 7,152,482	0.00% 63.46%	: 7,152,482	:	: 7,152,482]	0.00% 63.46%	0.00% 0.00%
e) Banks / FI		:	:	-	0.00%	:	- :	:	0.00%	0.00%
		-	7,152,482 d) Bodies Corp. fe f) Any other -				:	-	0.00%	0.00% 0.00%
	Sub Total (A) (1)	7,251,580	:	7.251,580	64.34%	7,251,580	-	7,251,580	64.34%

	Name, Address & contact details of the Registrar & Transfer Agent, if any.	New Delhi - 110015, India Ph: 91-11-47671200, 47671214	Email - [email protected] / [email protected]
	IL_ PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
	(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S.No.	Name and Description of main products / services 4 ar	a	NIC Code of the Product/ cn		% to total turnover of the conipeny
1	Wholesale of Telephone, Mobile Phone and Communications Equipment and		46524	100

				% of

		% of
No

IV._ SHARE HOLDING PATTERN |

				Email Id :- [email protected] / [email protected] Website - www.shyamtelecom.com
6	Whether listed company				Yes	Bombay Stock Exchange (BSE) (517411)	The National Stock Exchange of India Limited (NSE) (SHYAMTEL)
7	Agent, if any.	Name, Address & contact details of the Registrar & Transfer		G-65, Bali Nagar, New Delhi - 110015, India	Indus Portfolio Private Limited Ph: 91-11-47671200, 47671214	Email - [email protected] / [email protected]
		IL_ PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
		(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S.No.		Name and Description of main products / services	4 ar		a		NIC Code of the Product/	cn		% to total turnover of the conipeny
1		Wholesale of Telephone, Mobile Phone and Communications Equipment and					46524			100


								% of

		No


	IV._ SHARE HOLDING PATTERN
		(Equity share capital breakup as percentage of total equity)
	(i) Category-wise Share Category of	Holding	[As on 01-April-2019}]	No. of Shares held at the beginning of the year			No. of Shares held at the end of the year	[As on 31-March-2020]		% dating —
	Sharoholders	Demat	Physical	Total	SotTotel Shares	Donat	Physical	Total	Seok Total Shares	year
	A. Promoters
	a) Individual/ HUF	99,098	:	99,098	0.88%	99,098	:	99,098}	0.88%	0.00%
	b) Central Govt	-	:	:	0.00%	:	:	:	0.00%	0.00%
	c) State Govt(s)	-	-	-	0.00%	:	:	:	0.00%	0.00%
	d) Bodies Corp.	7,152,482	fe	7,152,482	63.46%	7,152,482	-	7,152,482]	63.46%	0.00%
		:	:	-	0.00%	:	:	:	0.00%	0.00%
		-	-	-	0.00%	-	:	-	0.00%	0.00%
() Indian e) Banks / FI f) Any other	Sub Total (A) (1)	7,251,580	:	7.251,580	64.34%	7,251,580	-	7,251,580	64.34%	0.00%

	a) NRI Individuals	204,295	-	204,295]	1.81%	204,295	-	204,295	1.81%	0.00%
	b) Other Individuals	:	:	:	0.00%	:	:	-	0.00%	0.00%
	) Bodies Corp.	-	:	=	0.00%	=	=	-	0,00%	0,00%
(2) Foreign d) Any other		-	-	-	0.00%	=	=	-	0.00%	0.00%
	Sub Total (A) (2) TOTAL (A)	204,295 7,455,875	:	204,295 7,455,875	1.81% 66.16%	204,295 7,455,875	-	204,295 - _7,455,875	1.81% 66.16%	0.00% 0.00%

</i<>

	Op

	SH¥AM
	TELECOM	LTD
	B. Public Shareholding 1. Institutions
b) Banks / FI	a) Mutual Funds	s 70	= -	- 70	0.00% 0.00%	: 70	: -	- 70	_0.00% 0.00%	0.00% 0.00%
	c) Central Govt a) State Govt(s)	- 35	- -	- 35	0.00% 0.00%	: 35	: :	: 35	0.00% 0.00%	0.00% 0.00%
	¢) Venture Capital Funds	2	=	=	0.00%	=	_	-	0.00%	0.00%
g) Fils	f) Insurance Companies	- <i< td="">	- -	- -	0.00% 0.00%	- :	= :	=	0.00% 0.00%	0.00% 0.00%	- -	- -	0.00% 0.00%	- :	= :	=	0.00% 0.00%	0.00% 0.00%
Capital Fonds	h) Foreign Venture	2			0.00%			-	0.00%	0.00%
	i) Others (specify) Sub-total (B)(1):-	a 105	5 :	= 105	0.00% 0.00%	- 105	- :	- 105	0.00% 0.00%	0.00% 0.00%
	2. Non-Institutions
i) Indian	a) Bodies Corp.	254,531	945	255,476	2.27%	118,376	945	119,321	1.06%	-53.29%
ii) Overseas b) Individuals		-	-	-	0.00%	=	-	-	0.00%	0.00%
i) Individual
	enarenoliers Daas nominal share capital upto Rs. 2 lakh	2,143,950]	27,401	2,171,351]	19.27%	2,546,083	19,736]	2,565,819]	22.779	18.17%
ii) Individual
	shareholders holding nominal share capital in	784,762	-	784,762	6.96%	492,724		492.724	4.37%	4 37.21%
	excess of Rs 2 lakh
	¢) Others (specify) Non Resident Indians	14,105 583,380	: «	14,105 583,380	0.13% 5.18%	14,105 584,041	: ~	14,105] 584,041	0.13% 5.18%	0,00% 0.11%
Crass Bodies	Corps	-	-	-	0.00% 0.00%	-	-	-	0.00% 0.00%	0.00%
	Foreign Nationals Clearing Members	- 1,617	- -	- 1,617	0.01%	= 7,764	- :	= 7.764	0.07%	0.00% 380.15%
IEPF Trusts		- 3,329	- -	- 3,329	0.00% 0.03%	26,917 3,329	- -	26,917 3,329	0.24% 0.03%	100,00% 0.00%
	Foreign Bodies -DR Sub-total (B)(2):-	- 3,785,674	- 28,346	- 3,814,020	0.00% 33.84%	: 3,793,339	- 20,681	- 3,814,020	0.00% 33.84%	0.00% 0.00%
	Total Public (B) C. Shares held by	3,785,779	_28,346	3,814,125	33.84%	3,793,444	20,681	3,814.125	33.84%	0.00%
ADRs	Custodian for GDRs &			-	0,00%				0.00%	0,00%
	Grand Total (A+B+Q) (ii) Shareholding of Promoter	11,241,654	28,346	11,270,000 100.00%		11,249,319	20,681	11,270,000}	100.00%	0.00%
				nelcting	at tse basi	aamhe		Shareholding at the end of the year
SN	Sic ca	Fens			% oftotal	= '% of Shares / "),		% oftotal	% of Shares 7 ")	% change in shareholding
				No. of Shares	Shares of th 7	encumbere dtototal Shares	No. of	Shares of the	acged , ed to total	during the year
					company	"		company	1
1 2	=	{Mehrotra Invofin India Private Limited Cea e Seceitae ata ites		1,560,877 760,165	13.85% 6.75%	-	1,560,877 760,165	13.85% 6.75%	- :	0.00%) 0.00%
3		Shyam Antenna Electronic Limited		700,000	6.21%	a	700,000	6.21%)	=	0.00%
4 5	_ AT Invofin India Private Limited	[Intell Invofin India Private Limited		1.697.807 809,890	15.06% 7.199%	- +	1,697,807 809,890	15.06%) 7.19%	: 3	0.009% 0.00%
7__		6 _ Teletec Finsec India Private Limited Celicap Invofin India Private Limited		803,913 818,081	7.13% 7.26%	= - ___	803,913 818,081	7.13%) 7.26%	a -	0.0096 0.00%!
9	[Mr Arush Tandon	8 _ Intercity Cables Systems Private Limited		1,749 1,295	0.0296) 0.0196	- _	1,749 1.295	0.02% 0.01%	- :	0.00% 0.00%
10 11	Mr. Rajiv Mehrotra Mr.S\$ Puri			53,130 10,000	0.479%6 0.0996]	+	53,130 10,000)	0.47% 0.09%	-	0.00% 0.00%
12 13	Mr, Alok Tandon Mrs. Tanu Arora			+ 8,750	0.0056! 0.0896)	= -	5 8,750	0.00%) 0.08%)	= -	0.00% 0.00%
14	_ Mr, Ajay Khanna [Mr. Arun Kumar Khanna			4,553 490	0.0496) 0.00%)	>	4,553 490	0.04% 0.00%	*	0.00% 0.00%
15						-			:

	enarenoliers Daas nominal share capital upto Rs. 2 lakh	2,143,950]	27,401	2,171,351]	19.27%	2,546,083	19,736]	2,565,819]	22.779	18.17%
ii) Individual	shareholders holding nominal share capital in excess of Rs 2 lakh	784,762	-	784,762	6.96%	492,724		492.724	4.37%	4 37.21%
	¢) Others (specify)	14,105		14,105	0.13%	14,105		14,105]	0.13%	0,00%
	Non Resident Indians	583,380	: «	583,380	5.18%	584,041	: ~	584,041	5.18%	0.11%
Crass	Corps				0.00%				0.00%	0.00%
Bodies		-	-	-		-	-	-
	Foreign Nationals Clearing Members	- 1,617	-	- 1,617	0.00% 0.01%	= 7,764	-	= 7.764	0.00% 0.07%	0.00% 380.15%
IEPF		-	- -	-	0.00%	26,917	: -	26,917	0.24%	100,00%
Trusts		3,329	-	3,329	0.03%	3,329	-	3,329	0.03%	0.00%
	Foreign Bodies -DR	-	-	-	0.00%	:	-	-	0.00%	0.00%
	Sub-total (B)(2):-	3,785,674	28,346	3,814,020	33.84%	3,793,339	20,681	3,814,020	33.84%	0.00%
	Total Public (B)	3,785,779	_28,346	3,814,125	33.84%	3,793,444	20,681	3,814.125	33.84%	0.00%
ADRs	C. Shares held by Custodian for GDRs &			-	0,00%				0.00%	0,00%
	Grand Total (A+B+Q)	11,241,654	28,346	11,270,000 100.00%		11,249,319	20,681	11,270,000}	100.00%	0.00%

	(ii) Shareholding of Promoter			nelcting	at tse basi	aamhe	Shareholding at the end of the year
SN	Sic ca	Fens		No. of Shares	% oftotal Shares of th company 7	= '% of Shares / "), encumbere dtototal Shares "	No. of	% oftotal Shares of the company	% of Shares 7 ") acged , ed to total 1	% change in shareholding during the year
1	=	{Mehrotra Invofin India Private Limited		1,560,877	13.85%	-	1,560,877	13.85%	-	0.00%)
2		Cea e Seceitae ata ites		760,165	6.75%		760,165	6.75%	:	0.00%
	Shyam Antenna Electronic Limited			700,000	6.21%		700,000	6.21%)		0.00%
3 4	[Intell Invofin India Private Limited			1.697.807	15.06%	a -	1,697,807	15.06%)	= :	0.009%
5	_ AT Invofin India Private Limited			809,890	7.199%	+	809,890	7.19%	3	0.00%
	6 _ Teletec Finsec India Private Limited			803,913	7.13%	=	803,913	7.13%)	a	0.0096
7__		Celicap Invofin India Private Limited		818,081	7.26%	- ___	818,081	7.26%	-	0.00%!
9	8 _ Intercity Cables Systems Private Limited [Mr Arush Tandon			1,749 1,295	0.0296) 0.0196	-	1,749 1.295	0.02% 0.01%	-	0.00% 0.00%
10	Mr. Rajiv Mehrotra			53,130	0.479%6	_ +	53,130	0.47%	:	0.00%
11	Mr.S\$ Puri			10,000	0.0996]		10,000)	0.09%	-	0.00%
12	Mr, Alok Tandon			+	0.0056!	=	5	0.00%)	=	0.00%
13	Mrs. Tanu Arora _ Mr, Ajay Khanna			8,750	0.0896)	-	8,750	0.08%)	-	0.00%
				4,553	0.0496)	>	4,553 490	0.04% 0.00%	*	0.00% 0.00%
14									:
15	[Mr. Arun Kumar Khanna			490	0.00%)	-
16 17	Mrs. Renu Mehrotra Mr. Rakesh Kanwar			35: 185,500	0.0096) 1.65%	-	35 185,500	0.00%: 1.65%)	: :	0.00% 0.00%
18	Mrs. Shammi Khanna			17,500	0.1696!	=	17,500	0.16%)	-	0.00%!
19	Mr, Akash Khanna			35:	0.0056)	>	35	0.00%)		0.00%
20	Mr. Udit Mehrotra			35	0.0056)	-	35	0.00%)	-	0.00%
21 22	Mr. Ashish Paul Mrs. Swapna Tandon			4,500 17,570	0.0456) 0.1696!	- -	4,500) 17,570	0.04% 0.16%)	-	0.00% 0.005%)

	(iii) Change in Promoters' Shareholding (please specify, if there is no change)					Increase
			hasiial ing at Se ot tee Xone			Shareholding		/ Decrease in Cumulative Shareholding during the Year
SN	Particulars	No. of	(01.04.2018) % of total		Dateof Reason	No. of	% of total	of No.	% of total
	At the beginning of the year from 01.04.2019	Shares Taneeis	shares Sarew		:	Shares	shares 0.00%	= 7485875	shares 66.16%
				-
	(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):
			Shareholding at the	D 1	5			Cumulative Shareholding during the
Sek	For each of the Top 10 shareholders	No. of	beginning of the year % of total	f	in	% of total		year	% of total
		-	'		No. of shares	1		No. of shares	1
1	( Mrs. Madhvi Sharma	187,067	1.66%		137,593	1.22%		324,660	2.88%
2	' Mr. Venkatesan Sukumar lyer	215,080	1.91%		-	0.00%		215,080	1.91%
3	Mr. Tanvir Anmed Mohamedarif Shaikh	59,000	0.52%		7	0.00%		59,000	0.52%
	4 = Mr. Vrit Pal Sindhu	50,000	0.44%		-	0.00%		50,000	0.44%
5	Mr. Girish Kumar Sharda	49,000	0.43%		=}	000%		49,000	0.43%
	6 = Mr. Sampat Lal Jain	46,450	0.41%		:	0.00%		46,450	0.41%
7	' Mr. Rajesh Agrawal	45,982	0.41%		=]	0.00%		45,982	0.41%
8	Mr. Mohamed Asif Mohamed Zuber Hakim	36,262	0.32%		-	0.00%		36,262	0.32%
9	Mr. Rajendra Malve	34,418	0.31%		=]	0.00%		34,418	0.31%
10	GIRDHAR LAL SHARDA	30,700	0.27%			0.00%		30,700	0.27%
					-
	(v) Shareholding of Directors and Key Managerial Personnel ("KMP"):
			oe		Decrease			Shareholding at the end of the year
	S.No. For Each of the Directors and ——_(01 44 2019)		beginning ofthe year Increase /			in Shareholding		(31.03.2019) a
	KMP	No. of 1	% of total 1		No. of shares	% of total A		No. of shares	% of total 1

1	_ Mr, Rajiv Mehrotra	53,130	0.47%		-	0.00%		53,130	0.47%
2 3	Mr, Alok Tandon ( Mr. Ajay Khanna	- 4,553	0.00% 0.04%		B	0.00% 0.00%		> 4,553	0.00% 0.04%
4	Mr. Arun Kumar Khanna	490	0.00%		-	0.00%		490	0.00%
5 6	Mr. Achintya Karati Mr. Vinod Kumar Anand Juneja	:	0.00% 0.00%		=	0,00% 0.00%		-	0.00% 0.00%
7	~=+' Mrs. Nishi Arora Sabharwal	- 35	0.00%		°	0.00%		- 35	0.00%
8	Mr. Gursharan Singh* Mr. Vinod Raina	-	0.00% 0.00%		=	0.00% 0.00%		:	0.00% 0.00%
9 10	Mr. Saurav Goel*	- -	0.00%		= =	0.00%		- =	0.00%
11	Mr, Prabhat Tyagi+ Mr. Rakesh Malhotra	-	0.00% 0.00%		-	_0,00% 0.00%		=	0.00% 0.00%
12	Note: * Mr. Gursharan Singh was retired from the Company as on March 31, 2020 as per the employment policy of the Company.	-			®			<
	* Mr. Saurav Goel resigned from the post of Company Secretary w.e.f. December 30, 2019.
	+ Mr. Prabhat Tyagi joined the organisation at the Post of Company Secretary w.e.f. January 6, 2020.								(Rs. in Lakhs)

	Particulars		Secured —— enemies		iheecured Leane	Deposits			Total Indebtedness

(v) Shareholding of Directors and Key Managerial Personnel ("KMP"):

1	( Mrs. Madhvi Sharma	187,067	1.66%	137,593	1.22%		324,660	2.88%
2	' Mr. Venkatesan Sukumar lyer	215,080	1.91%	-	0.00%		215,080	1.91%
3	Mr. Tanvir Anmed Mohamedarif Shaikh	59,000	0.52%	7	0.00%		59,000	0.52%
	4 = Mr. Vrit Pal Sindhu	50,000	0.44%	-	0.00%		50,000	0.44%
5	Mr. Girish Kumar Sharda	49,000	0.43%	=}	000%		49,000	0.43%
	6 = Mr. Sampat Lal Jain	46,450	0.41%	:	0.00%		46,450	0.41%
7	' Mr. Rajesh Agrawal	45,982	0.41%	=]	0.00%		45,982	0.41%
8	Mr. Mohamed Asif Mohamed Zuber Hakim	36,262	0.32%	-	0.00%		36,262	0.32%
9	Mr. Rajendra Malve	34,418	0.31%	=]	0.00%		34,418	0.31%
10	GIRDHAR LAL SHARDA	30,700	0.27%	-	0.00%		30,700	0.27%

	(v) Shareholding of Directors and Key Managerial Personnel ("KMP"):
	S.No. For Each of the Directors and ——_(01 44 2019)		oe beginning ofthe year Increase /	Decrease	in Shareholding		Shareholding at the end of the year (31.03.2019)
	KMP	No. of 1	% of total 1	No. of shares	% of total A		a No. of shares	% of total 1

1	_ Mr, Rajiv Mehrotra	53,130	0.47%	-	0.00%		53,130	0.47%
2	Mr, Alok Tandon	-	0.00%		0.00%		>	0.00%
3	( Mr. Ajay Khanna	4,553	0.04%	B	0.00%		4,553	0.04%
4	Mr. Arun Kumar Khanna	490	0.00%	-	0.00%		490	0.00%
5	Mr. Achintya Karati	:	0.00%	=	0,00%		-	0.00%
6	Mr. Vinod Kumar Anand Juneja	-	0.00%	°	0.00%		-	0.00%
7	~=+' Mrs. Nishi Arora Sabharwal	35	0.00%		0.00%		35	0.00%
8	Mr. Gursharan Singh*	-	0.00%	=	0.00%		:	0.00%
9	Mr. Vinod Raina	-	0.00%	=	0.00%		-	0.00%
10	Mr. Saurav Goel*	-	0.00%	=	0.00%		=	0.00%
11 12	Mr, Prabhat Tyagi+ Mr. Rakesh Malhotra	- -	0.00% 0.00%	- ®	_0,00% 0.00%		= <	0.00% 0.00%
	Note: * Mr. Gursharan Singh was retired from the Company as on March 31, 2020 as per the employment policy of the Company. * Mr. Saurav Goel resigned from the post of Company Secretary w.e.f. December 30, 2019. + Mr. Prabhat Tyagi joined the organisation at the Post of Company Secretary w.e.f. January 6, 2020.							(Rs. in Lakhs)
	Particulars		Secured —— enemies	iheecured Leane	Deposits			Total Indebtedness
	Indebtedness at the beginning of the fi	cial year
	i) Principal Amount		4.65	:		;		4.65
	ii) Interest due but not paid		-	-		-		-
	iii) Interest accrued but not due Total (i+ii+iii)		0.03 4.68					0.03 4.68
	Change in Indebtedness during the financial year
* Addition			-	-				-
* Reduction			4.68	:				4.68
Net Change	Indebtedness		(4.68)	°				(4.68)
	at the end of the financial year
	i) Principal Amount		-	-		-		-
	ii) Interest due but not paid		-	-		-		-
	iii) Interest accrued but not due		-	-		-		-
Total	(i+ii+iii)

1	_ Mr, Rajiv Mehrotra	53,130	0.47%	-	0.00%		53,130	0.47%
2	Mr, Alok Tandon	-	0.00%		0.00%		>	0.00%
3	( Mr. Ajay Khanna	4,553	0.04%	B	0.00%		4,553	0.04%
4	Mr. Arun Kumar Khanna	490	0.00%	-	0.00%		490	0.00%
5	Mr. Achintya Karati	:	0.00%	=	0,00%		-	0.00%
6	Mr. Vinod Kumar Anand Juneja	-	0.00%	°	0.00%		-	0.00%
7	~=+' Mrs. Nishi Arora Sabharwal	35	0.00%		0.00%		35	0.00%
8	Mr. Gursharan Singh*	-	0.00%	=	0.00%		:	0.00%
9	Mr. Vinod Raina	-	0.00%	=	0.00%		-	0.00%
10	Mr. Saurav Goel*	-	0.00%	=	0.00%		=	0.00%
11	Mr, Prabhat Tyagi+	-	0.00%	-	_0,00%		=	0.00%
12	Mr. Rakesh Malhotra	-	0.00%	®	0.00%		<	0.00%
* Mr. Saurav Goel resigned from the post of Company Secretary w.e.f. December 30, 2019.	+ Mr. Prabhat Tyagi joined the organisation at the Post of Company Secretary w.e.f. January 6, 2020.
	Particulars		Secured —— enemies	iheecured Leane	Deposits		Total Indebtedness	(Rs. in Lakhs)
	Indebtedness at the beginning of the fi	cial year
	i) Principal Amount		4.65	:		;		4.65
	ii) Interest due but not paid		-	-		-		-
	iii) Interest accrued but not due		0.03					0.03
	Total (i+ii+iii)		4.68					4.68
	Change in Indebtedness during the financial year
			-	-				-
			4.68	:				4.68
			(4.68)	°				(4.68)
	Indebtedness at the end of the financial year
	i) Principal Amount		-	-		-		-
* Addition * Reduction Net Change	ii) Interest due but not paid iii) Interest accrued but not due		- -	- -		- -		- -
Total	(i+ii+iii)

							(Rs.
	VL REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL						in Lakhs)
S.No.	A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Particulars of Remuneration					Name of MD/WTD/ Manager	Total Amount
	Name				Mr. Ajay Khanna
	Designation Gross salary				Managing Director	13.15	13.15
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,					13.15	13.15
	1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
	Stock Option
	Sweat Equity Commission
	- as % of profit
	specify others, - specify (PF Contribution) Others, please
			Total (A)			14.59	14.59
			Ceiling as per the Act
	B. Remuneration to other Directors						(Rs. in Lakhs)
S.No.	Particulars of Remuneration	Mr. Achintya		Name of Directors		Mrs, Nishi Sabharwal	Total Amount
	Independent Directors	Karati
	Fee for attending Board / Committee meetings	0.46				0.46
	Commission
	Others, please specify Total (1)
	Other Non-Executive Directors
	Fee for attending board committee meetings Commission
	Others, please specify Total (2)
	Total (B)=(1+2)	0.46
	Total Managerial Remuneration Overall Ceiling Act per the as
			MD/Manager/WTD				(Rs.
S.No.	C. Remuneration Key Managerial to Particulars of Remuneration	Personn: el other than			Name of Key Managerial Personnel		in Lakhs) Total Amount
			Mr. Vinod Raina		Mr. Saurav Goel*	Mr. Prabhat Tyagi*
	Designation		cFO		cs	cs
	Gross salary		18.05		7.00	0.846	37.176
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961		18.05		7.00	0.846	37.18
	(©) Value of perquisites u/s 17(2) Income-tax
	Act, 1961 (c) Profits in lieu of salary under section 17(3)
	Income- tax Act, 1961 Stock Option
	Sweat Equity
	Commission ~ as % of profit
	specify - others,
	specify (PF Contribution) Others, please Total	0.72 12.00	1.15 19.20		0.42	0.108	2.40
					7.42	0.954

Others, please specify
Total (1)
Other Non-Executive Directors

Commission
Others, please specify
Total (2)
Total (B)=(1+2)		0.46

Overall Ceiling Act per the as
C. Remuneration Key to						(Rs. in Lakhs)
						Total Amount
			Mr. Vinod Raina	Mr. Saurav Goel*	Mr. Prabhat Tyagi*
Designation			cFO	cs	cs
Gross salary			18.05	7.00	0.846	37.176
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961			18.05	7.00	0.846	37.18
(©) Value of perquisites u/s 17(2) Income-tax Act, 1961
Income- tax Act, 1961
Stock Option
Sweat Equity
Commission
~ as % of profit
- others, specify
please Others,		0.72	1.15	0.42	0.108	2.40
Total		12.00	19.20	7.42	0.954	39.58
Gursharan was Singh Mr. *	from the	on as	March 2020 as per 31,		policy
Saurav resigned Mr. Goel *	the post of		w.e.f.	2019.
Prabhat Tyagi joined Mr. *	organisation	Post of	Secretary	January











		Fee for attending board committee meetings Total Managerial Remuneration Managerial Particulars of Remuneration (c) Profits in lieu of salary under section 17(3) specify (PF Contribution) retired from the	Personn: el other than Company Company at the	MD/Manager/WTD December Secretary Company 25	the 30, w.e.f.	Name of Key Managerial Personnel employment of the Company. 6, 2020.

		Details of Penalty / Punishment/ Compounding fees imposed	COURT]	Authority [RD /NCLT/ Appeal made, if any (give Details)










Punishment

For and on Behalf of the Board of Directors

Sd/- Sd/- Director Director

Ajay Khanna Nishi Sabharwal

Place — Delhi Date — 315' August, 2020

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31*t MARCH, 2020

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To,

The Members of Shyam Telecom Limited.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Shyam Telecom Limited (CIN: L32202RJ1992PLC017750) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Shyam Telecom Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31% March, 2020 complied with statutory provisions listed hereunder and also that the company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Shyam Telecom Limited for the financial year ended on 31% March, 2020 according to the provisions of:

(i). The Companies Act, 2013 (the Act) and the rules made there under;

(ii). The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii). The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv). Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.*

(v). The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018*:
(f) The Securities Exchange Board of India (Share Based Employee Benefits) Regulations) 201 4";
(g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008*.
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018".

*The Foreign Exchange Management Act, 1999 listed at sub-para (iv) of para 1 above and SEBI Regulations listed at Serial Nos. (e), (f), (g), and (i) are not applicable for the year under report as there were no corporate actions/decisions attracting these regulations.

(vi). The Other Laws applicable specifically to the Company are:
(a) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
(b) Employees Provident Funds and Miscellaneous Provisions Act, 1952; and other applicable labour and general laws;
1. We have also examined the compliances with the applicable Regulations/Standards of the following:
(i). SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the listing agreements with the Bombay Stock Exchange Limited and the National Stock Exchange of India Ltd.
(ii). The Secretarial Standards issued by the Institute of Company Secretaries of India.
1. During the period under review the company has complied with the provisions of the Act, Rules, Regulations, Standards, Guidelines, etc. mentioned above.
1. We further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors, a Woman Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. (b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and

detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(c) Majority decision is carried through while dissenting members' views are captured and recorded as part of the minutes.

1. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
1. We further report that during the audit period, no major decisions having a bearing on Company's affairs in pursuance of the above referred laws, rules/regulations were taken by the Board/members, except the following:

"The Board of Directors decided to voluntarily delist the equity shares of the Company from the Bombay Stock Exchange Ltd. and the National Stock Exchange Ltd, in accordance with Chapter Ill of the SEBI (Delisting of Equity Shares) Regulations, 2009. The proposal for voluntary delisting of equity shares has also been approved by a Special Resolution passed by the members through postal ballot and e-voting and further action in the matter is under process".

This report is to be read with our letter of even date which is annexed as Annexure 'A' and forms an integral part of this report.

For A.N.Kukreja & Co. Company Secretaries

Sd/- (A.N.Kukreja) Proprietor FCS 1070; CP 2318 ICSI Unique Code \$1995DE014900 UDIN: F001070B000367667

Date: June 23, 2020 Place: New Delhi

Annexure 'A'

To, The Members of Shyam Telecom Limited

Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial record. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events, etc.
The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
During the course of our examination of the books and records of the Company carried out in accordance with generally accepted practices in India, we have neither come across any instance of material fraud on or by the Company, nor the Company has noticed and reported any such case during the year and accordingly the Company has not informed us of any such case.

For A.N. Kukreja & Co. Company Secretaries

Sd/- (A.N. Kukreja) (Proprietor) FCS 1070; CP 2318

ICSI Unique Code: 1995DE014900.

Date: June 23, 2020 Place: New Delhi

ANNEXURE IIL TO DIRECTORS' REPORT

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Ratio of remuneration of each Director to the Median remuneration of all the Employees of Your Company for the Financial Year 2019-20.

IIL TO DIRECTORS' REPORT


Company for the Financial Year 2019-20.
Median remuneration of all the employees of your Company for the Financial Year 2019-20.	4,03,312.50
Percentage median increase the in remuneration of all employees in the financial year 2019-20.	61.12%
remuneration Khanna, Ajay Ratio Mr. of of Managing Director to the Median remuneration of all the employees of your Company for the Financial Year 2019-20.	3.62:1

Notes:

° The aforesaid details are calculated on the basis of remuneration for the Financial Year 2019-20.
e The Remuneration to Director includes Sitting Fees, if any, paid to him for the Financial Year 2019-20
1. Details of percentage increase in the remuneration of each Director and Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Company Secretary in the Financial Year 2019-20

There has been no increase in the remuneration of any Director, CEO and CFO.

1. Number of permanent employees on the rolls of the Company as on 31* March, 2020 33.
1. Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of your Company The Company had a Total Comprehensive Loss of Rs. 572.26 Lakhs for the Year ended 31% March, 2020 as compared to the Loss of Rs. 1,235.93 Lakhs in the previous Year. The
Company is paying the same remuneration as paid in the preceding Year. 5. The ratio of the remuneration of the highest paid Director to that of the Employees who are not Directors but receive Remuneration in excess of the highest paid Director during the Year — 1:1.32
1. Affirmation — Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of your Company.
1. Key parameters for the variable component of Remuneration paid to the Directors: The variable component depends on the performance parameters as approved by the Nomination and Remuneration Committee of the Board.

For and on Behalf of the Board of Directors

Sd/-	Sd/-
Ajay Khanna	Nishi Sabharwal
Director	Director

Ajay Khanna Nishi Sabharwal

Place — Delhi Date — 315' August, 2020

ANNEXURE IV TO DIRECTORS' REPORT.

FORM NO. AOC - 2 (Pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of Contracts/Arrangements entered into by the Company with Related Parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arms' length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil
1. Details of material contracts or arrangement or transactions at arm's length basis:

		ANNEXURE IV TO DIRECTORS' REPORT.
		FORM NO. AOC - 2 of the Companies (Accounts) Rules, 2014)	(Pursuant to Section 134 (3) (h) of the Act and Rule 8(2)
certain arms' length transaction under third proviso thereto.			Form for Disclosure of particulars of Contracts/Arrangements entered into by the Company with Related Parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including
			Details of contracts or arrangements or transactions not at arm's length basis: Nil
			Details of material contracts or arrangement or transactions at arm's length basis:
Name(s) the of Related Party and nature of relationship	Nature of Contracts/ Arrangement Transactions !	Duration of the Contracts / Arrangements/ Transactions	Salient terms of the Contracts or Arrangements Transactions or j including the Value, if any: (in Lakhs)	Date(s) approval by paid the if any:	of Amount as Board, advances, if any:
Think of Us India Sale of Goods Private Limited	and Services	5919.20	78.06 Lakhs	29.05.2019	NIL
Think of Technologies Private Limited : ~	Sa#@ of Goods and Services	ao 19.20	7.93 Lakhs	29.05.2019	NIL
Networks Vihaan Limited	-	2019-20	-	29.05.2019	NIL
Shyam Communications Systems	Rent	2019-20	6.00 Lakhs	29.05.2019	NIL
Cables Intercity Systems Private Limited	Rent	2019-20	1.80 Lakhs	29.05.2019	NIL
- Figures taken (Note Financial Statements given with this Annual Report)	from Note No.	36 under the head	"Other Notes to	Accounts" in	the
For and on Behalf of the Board of Directors
		Sd/- Director	Nishi Sabharwal
Place — Delhi Date — 31°' August, 2020

		31

For and on Behalf of the Board of Directors

Sd/- Ajay Khanna Dire ctor

Place — Delhi Date — 31°' August, 2020

ANNEXURE V TO DIRECTORS'REPORT

STATEMENT OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, ABSORBTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUT GO IN ACCORDANCE WITH THE COMPANIES (ACCOUNTS) RULES, 2014 ARE GIVEN HEREIN BELOW:

CONSERVATION OF ENERGY

° The Company ensures that the use of water is effective via prevention of wastage, water efficient appliances, low-flow toilets, and high-efficiency urinals.
e All the management personnel's and employees support these endeavors by unplugging switches and putting them in off mode at the end of the day.

TECHNOLOGY ABSORPTION

° Smart metering and Internet technologies to provide real-time data on energy use for the purposes of lighting company uses effective bulbs / tube lights which save energy and are put to off mode when not in use.
° Computer systems are updated on continuous basis as they consume far less energy than an old desktop. Regular Meetings are held with the employees to educate them in saving the power.

We strive for that blend of high volume manufacturing and technical expertise while ensuring use of highly qualified and experienced personnel

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

(a SHYAM
TELECO tro
STATEMENT PARTICULARS WITH OF ABSORBTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUT GO IN ACCORDANCE WITH THE COMPANIES BELOW:	ANNEXURE V TO DIRECTORS'REPORT CONSERVATION RESPECT ENERGY, TO OF (ACCOUNTS) RULES, 2014 ARE GIVEN HEREIN
CONSERVATION OF ENERGY Company ensures that the The ° water efficient appliances, low-flow toilets, and high-efficiency urinals. management personnel's the All e	prevention of wastage, use of water is effective via employees endeavors support and these unplugging switches and putting them in off mode at the end of the day.
TECHNOLOGY ABSORPTION ° and are put to off mode when not in use. ° saving the power. ensuring use of highly qualified and experienced personnel	Smart metering and Internet technologies to provide real-time data on energy use for the purposes of lighting company uses effective bulbs / tube lights which save energy Computer systems are updated on continuous basis as they consume far less energy than an old desktop. Regular Meetings are held with the employees to educate them in We strive for that blend of high volume manufacturing and technical expertise while
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
technology toward Efforts absorption	Company The in-house has _ manufacturing facility which results in technology absorption.
derived Benefits as result the of above product efforts, e.g. improvement, reduction, cost : : of development, product import : substitution. etc	volume been As trading has the steady company has been able to keep derived benefits the : : in previous years in continuation form.
technology imported case of In (imported during the last three years reckoned from the beginning of the financial year) - technology The details (a) of year imported. of import the (b) whether technology been the (c) fully absorbed? absorbed, areas not fully (d) if where absorption has not reason taken and place, the thereof.	NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO: There were no Foreign Exchange earnings of the Company during the Financial Year 2019-20 (Period under Review) and 2018-19 (Previous Year), as there was no Export Sales.
For and on Behalf of the Board of Directors Sd/- Ajay Khanna Director	Sd/- Nishi Sabharwal Director
Place — Delhi
Date — 31°' August, 2020	32

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no Foreign Exchange earnings of the Company during the Financial Year 2019-20 (Period under Review) and 2018-19 (Previous Year), as there was no Export Sales.

For and on Behalf of the Board of Directors

ANNEXURE VITO DIRECTORS' REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is as under:

INDUSTRY AND INDIAN TELECOM SECTOR

India is currently the world's second-largest telecommunications market with a subscriber base of 1.20 billion and has registered strong growth in the past decade and half. The Indian mobile economy is growing rapidly and will contribute substantially to India's Gross Domestic Product (GDP), according to report prepared by GSM Association (GSMA) in collaboration with the Boston Consulting Group (BCG).

The liberal and reformist policies of the Government of India have been instrumental along with strong consumer demand in the rapid growth in the Indian telecom sector. The government has enabled easy market access to telecom equipment and a fair and proactive regulatory framework that has ensured availability of telecom services to consumer at affordable prices. The deregulation of Foreign Direct Investment (FDI) norms has made the sector one of the fastest growing and a top five employment opportunity generator in the country.

India ranks as the world's second largest market in terms of total internet users. The number of internet subscribers in the country increased at a CAGR of 45.74 per cent during FYO6-FY19 to reach 636.73 million in FY19. The internet subscribers reached 687.62 million by September 2019. Total wireless data usage in India grew 10.58 per cent y-o-y to 19,838,886 terabytes between July-September 2019.

India is also the world's second largest telecommunications market. It's total telephone subscriber base and tele-density reached 1,177.02 million and 87.45 per cent, respectively, as of January 2020.

Gross revenue of the telecom sector stood at Rs 121,527 crore (US\$ 17.39 billion) in FY20 (April-September 2019).

Over the next five years, rise in mobile-phone penetration and decline in data costs will add 500 million new internet users in India, creating opportunities for new businesses.

With daily increasing subscriber base, there have been a lot of investments and developments in the sector. FDI inflows into the Telecom Sector during April 2000 — March 2019 totaled to US\$ 32.82 billion, according to the data released by Department for Promotion of Industry and Internal Trade (DPIIT).

Some of the developments in the recent past are:

e India had over 500 million active internet users (accessed Internet in the last one month) as of May 2020.
e In June 2020, Jio Platforms Ltd. sold 22.38 per cent stake worth Rs 1.04 trillion (US\$ 14.75 billion) to ten global investors in a span of eight weeks under separate deals, involving Facebook, Silver Lake, Vista, General Atlantic, Mubadala, Abu Dhabi Investment Authority (ADIA), TPG Capital and L. Catterton. This is the largest continuous fundraise by any company in the world.
e In April 2020, Vodafone Group Plc infused Rs 1,530 crore (US\$ 217.05 million) in Vodafone Idea as accelerated payment to help the company manage its operations.
e =6As of January 2020, more than 542 banks were permitted to provide mobile banking services in India.
e In December 2019, Airtel disclosed its plans to invest US\$ 2.86 billion in its business as part of company's annual target.
e Aspera report by Ericsson, India has the world's highest data usage per Smartphone at an average of 9.8 GB per month.

e As of August 2019, Jio's loT platform was ready to be commercially available from January 2020.
e In August 2019, Reliance commercially launched Jio GigaFiber as a wired broadband service.
e During Q12018, India became the world's fastest-growing market for mobile applications. The country remained as the world's fastest growing market for Google Play downloads in Q2 and Q3 of 2018.
e Bharti Airtel had plans to launch 6,000 new sites and 2,000 kms of optical fiber in Gujarat in 2018-19.
e Vodafone India and Idea Cellular merged into 'Vodafone Idea' to become India's largest telecom company in September 2018.

("source - https:/Awww.ibef.org/industry/telecommunications.aspx )

IMPACT OF MODI GOVERNMENT ON INDIAN INDUSTRIES

The Telecom industry is expected to rise at an alarming pace with the formation of a stable Modi Government for the second consecutive term. The Modi Government plans to make India 5Gready by 2020, and has signaled plans to auction 5G spectrum later this year. For India, 5G provides an opportunity for industry to reach out to global markets; consumers to gain economies of scale and citizens to reap benefits of doorstep governance and availability of services, medical support, benefit transfers, education, and entertainment and also build digital payments, knowledge and services economy. As per Economic Survey 2018-19, the arrival of ultra-fast 5G wireless broadband technology, would ring in an era of inter-connected smart devices on a massive scale that would help unlock the transformation of telecom industry.

India is the second-largest mobile manufacturer globally with a market size of \$22 billion and many manufacturing plants and expected to grow 10 times of the market size by 2025. The top leading handset and wireless manufacturers in India are Samsung, Foxconn, Oppo, Vivo and Micromax. India imports the hardware and electronics to support the growth of Telecom sector; 50-60 percent of electronic products and 70-80 percent of the components are imported. India's "Make in India" policy and other new policy initiatives aim to develop India's Telecom, IT and electronics manufacturing industries. Some of the Government Initiatives is given in the next Section.

GOVERNMENT INITIATIVES

The Government has fast-tracked reforms in the telecom sector and continues to be proactive in providing room for growth for telecom companies. Some of the key initiatives taken by the Government are as follows:

e =In January 2020, Government of India allowed 100 per cent FDI in Bharti Airtel.
e The Government of India planned to roll out a new National Telecom Policy 2018 in lieu of rapid technological advancement in the sector over the past few years. The policy intended to attract investments worth US\$ 100 billion in the sector by 2022.
e The Department of Information Technology intends to set up over 1 million internetenabled common service centres across India as per the National e-Governance Plan.
e FDI cap in the telecom sector has been increased to 100 per cent from 74 per cent; out of 100 per cent, 49 per cent will be done through the automatic route and the rest will be done through the FIPB approval route.
e FDI of up to 100 per cent is permitted for infrastructure providers offering dark fibre, electronic mail and voice mail.
e The Government of India has introduced Digital India programme under which all the sectors such as healthcare, retail, etc. will be connected through internet

PERFORMANCE

Your Company is exploring other avenues for business and is in discussions / negotiations with various vendors.

OPPORTUNITIES AND THREATS

The opportunities observed are based on the trends noticed in the past couple of Years, which continues to be relevant: some of the key ones are mentioned below:

Regional Markets	Constant Upgradation of Technology
Fast Growing Asian Market	Foreign Exchange Rate Changes

ROAD AHEAD / OUTLOOK

Revenue from the telecom equipment sector is expected to grow to US\$ 26.38 billion by 2020. The number of internet subscribers in the country is expected to double by 2021 to 829 million and overall IP traffic is expected to grow four-fold at a CAGR of 30 per cent by 2021. The Indian Government is planning to develop 100 smart city projects, and loT will play a vital role in developing these cities. The National Digital Communications Policy 2018 envisaged attracting investment worth US\$ 100 billion in the telecommunications sector by 2022. App downloads in India is expected to increase to 18.11 billion in 2018F and 37.21 billion in 2022F.

RISKS AND CONCERNS

Your Company actively stimulates entrepreneurship throughout the organization and encourages its people to identify and seize opportunities. The current economic environment, in combination with significant growth ambitions, carries with it an evolving set of risks. We recognize that these risks need to be managed to protect employees, shareholders and other stakeholders, to achieve business objectives and enable sustainable growth. Risk and opportunity management is therefore a key element of the overall strategy.

Your Company has adopted the procedures in its Risk Management policy to ensure that all current and future material risk exposure of your Company is identified and mitigated. The policy explains the risk pertaining to financing activities, dependence on distribution network, and their mitigation. The policy is available on the Company website and can be read from there.

HUMAN RESOURCES

Every Company is dependent on the quality of workforce. The Board places on record its appreciation for the dedicated services rendered by the Employees for the smooth functioning of the Company. During the Year under review, Company continued with its focus on development of its Employees. The Company believes in retaining the best talent, clearly defining their roles and responsibilities.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company is following a proper and adequate system of Internal Controls in respect of all its activities including safeguarding and protecting its assets against loss from unauthorized use of disposition. Further all transactions entered into by the Company are duly authorized and recorded correctly. M/s. Padam Dinesh & Company, Chartered Accountants were working as the Internal Auditors of the Company till 2019-20 and have been reappointed for the Financial Year 2020-21.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls commensurate with the size, scale and complexity of its Operations. During the Year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to Company's Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable Financial Information.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The Details of the Financial Performance of your Company are reflected in the Balance Sheet, Profit & Loss Account and other Financial Statements, appearing separately. Highlights are provided below:

)) "a SH¥ TELECO
	PARTICULARS		Financial Year 2019-2020*		Financial Year 2018-201 9*
A. Revenue from Operations
B. Other Income				133.44	864.50
C. Total (A + B)				49.31	493.13
D. Profit / (Loss) before Exceptional Items and				182.72	1,387.63
Tax				-796.06	-226.36
E. Exceptional		Items/Loss—Discontinuing		219.06	1,000.00
Operations				-577.00	-1,226.36
Profit / (Loss) Before Tax F.
G. Less: Provisions for Tax				"578.98	"1,222.05
H. Net Profit (F - G)				6.72	13.38
Other Comprehensive Income / (Loss)				"972.26	"1,235. 93
. Comprehensive Total J.	Income (H + 1)
per Ind AS) ("Figures as
During the Year under review your Company compared to a Turnover of Rs. 864.50 Lakhs during the previous Financial Year ended March 31, 2019. over the corresponding last Year. The Company recovered Rs. 219.06 lakhs as arbitration claim in the year ended March 31, 2020. Therefore, the Total Comprehensive Income for the period under review was in negative Rs. 572.26 Lakhs as compared to negative income of Rs. 1235.93 lakhs in the corresponding last Year. Your Company is exploring other avenues for business and is in discussions / negotiations with various vendors			registered a		Turnover of Rs. 133.41 Revenue from Operations for the Year ended March 31, 2020 has decreased by 84.57%
SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AS COMPARED TO THE PREVIOUS YEAR
Ratios	2019-20	2018-19	Variation (%) °		Reason for Significant (25%) Change
Debtors Turnover	32.94	10.65	209.30		Low Sales Volume
inventory urnover	11.15	14.08	(20.80)		Low Sales Volume
Coverage Interest Ratio	NA	NA	NA		NA

Your Company is exploring other avenues for business and is in discussions / negotiations with various vendors

G. Less: Provisions for Tax			"578.98	"1,222.05
H. Net Profit (F - G)				6.72	13.38
Other Comprehensive Income / (Loss) .				"972.26	"1,235. 93
Comprehensive Total
Income (H + 1) J.
per Ind AS) ("Figures as
During the Year under review your Company Turnover of Rs. registered 133.41 a compared to a Turnover of Rs. 864.50 Lakhs during the previous Financial Year ended March 31, Revenue from Operations for the Year ended March 31, 2020 has decreased by 84.57% 2019. over the corresponding last Year. The Company recovered Rs. 219.06 lakhs as arbitration claim in the year ended March 31, 2020. Therefore, the Total Comprehensive Income for the period under review was in negative Rs. 572.26 Lakhs as compared to negative income of Rs. 1235.93 lakhs in the corresponding last Year. Your Company is exploring other avenues for business and is in discussions / negotiations with various vendors SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AS COMPARED TO THE PREVIOUS

YEAR
Ratios	2019-20	2018-19	Variation (%) °		Reason for Significant (25%) Change
Debtors Turnover	32.94	10.65	209.30		Low Sales Volume
inventory urnover	11.15	14.08	(20.80)		Low Sales Volume
Coverage Interest Ratio	NA	NA	NA		NA
Current Ratio	0.59	0.67	(11.94)		Low Sales Volume
Debt-Equity Ratio	NA	NA	NA		NA
Operating Profit Margin (%)	5.96 ( )	0.26 ( )	2192.31 ( )		Low Sales Volume Recurring Fixed Cost
Margin Net Profit (%)	4.33 (4.33)	0.91 (0.91)	375.82 ( )		Low Sales Volume Exception Item of Rs. 10 Crores to settle the Legal Claim

			SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AS COMPARED TO THE PREVIOUS
YEAR

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis Report describing the Company's objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied. Important Developments that could affect the Company's operations include global and domestic demand-supply conditions, finished goods prices, raw material costs and availability, changes in political and economic environment in India or key markets abroad, tax laws, litigation, labour relations, Exchange Rate fluctuations, Interest and other factors.

For and on Behalf of the Board of Directors

Sd/- Sd/- Director Director

Ajay Khanna Nishi Sabharwal

Place — Delhi Date — 315' August, 2020

1. OVERVIEW

a) Company's Philosophy on Corporate Governance

Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the broader sense. Corporate Governance philosophy at Shyam Telecom Limited is to comply not only with the statutory requirements, but also voluntarily formulate and adhere to a set of strong Corporate Governance practices. The Company strives to ensure transparency in all its operations, make disclosures and comply with various laws and regulations. We believe that sound Corporate Governance is critical to enhance stakeholder's trust. Our Corporate Governance is a reflection of the policies and culture of the Company. Your Company has followed the highest standards of Corporate Governance as an ethical requisite rather than a regulatory necessity.

b) Corporate Governance Fact Sheet as on 31°! March, 2020

a)	Company's Philosophy on Corporate Governance
	Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency Corporate transactions broader and fairness sense. the in all in Governance philosophy at Shyam Telecom Limited is to comply not only with the statutory requirements, but also voluntarily formulate and adhere to a set of strong Corporate Governance practices. The Company strives to ensure transparency in all its operations, make disclosures and comply with various laws and regulations. We believe that sound Corporate Governance is critical to enhance stakeholder's trust. Our Corporate Governance is a reflection of the policies and culture of the Company. Your Company has followed the highest standards of Corporate Governance as an ethical requisite rather than a regulatory necessity.
b)	Company's ways The productive keeping proactive and goal find of to is stakeholders/investors informed, while fulfilling the role of a responsible corporate committed to best practices. Half of the Board comprises of Independent Directors. Company's independence transparency The Board been and has part the of commitment towards transparency. The Board's actions and decisions are aligned Company's best interests. Company's The Board critically evaluates the with the strategic direction, management policies and their effectiveness. Corporate Governance Fact Sheet as on 31°! March, 2020	its
	Size of Board (Members)
	Number of Independent Directors	8 4
	Board Performance Appraisal	Yes
	Separate Chairman and Chief Executive Officer ("CEO")	Yes
	Fully Independent Audit Committee	Yes
	Nomination & Remuneration Committee	Yes
	Number of Board Meetings Held in FY 2019-20	4
	Secretarial Audit	Yes
	Code of Conduct for Directors & Senior Management	Yes
	mandatory requirements adoption Regulations of the Listing Full of of all Regulations	Yes
c)	Role of the Company Secretary in overall Governance Process Company Secretary Board The ensuring plays a (including key that the role in Committees thereof) procedures are followed and regularly reviewed. The Company documents are Secretary ensures that all relevant information, details and available to the Directors and Senior Management for effective decision making at the Meetings. The Company Secretary is primarily responsible to assist and advise the Board in conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to Directors and to facilitate convening of Meetings. He interfaces between the management and regulatory authorities for governance matters. 38	made

c) Role of the Company Secretary in overall Governance Process

The Corporate Governance framework of the Company protects and facilitates the exercise of Shareholders rights. The Company ensures equitable treatment of all Shareholders, including minority and foreign Shareholders. Corporate governance framework is cognizant of the economic peculiarities of the sector, promotes market integrity and growth, and underscores market transparency and efficiency and serves the public interest. Corporate Governance practices are based on the rule of law.

Basic Rights of the Shareholders of the Company include the following:

° Freely convey or transfer Shares subject to applicable law;
° Obtain relevant and material information about the Company on a timely and regular basis, subject to any laws or principles of confidentiality;
° Participate and vote in General Meetings of Shareholders;
° Elect and remove Members of the Board; and many others unstated rights which they have acquired through their association with the Company;
° Right to participate in, and to be sufficiently informed on, decisions concerning fundamental/material corporate changes;
° Amendments to the statutes and/or articles of incorporation or other governing documents of the Company;
° To make their views known on the remuneration policy for Board Members and key executives and the equity component of compensation schemes for Board Members and employees and many others unstated nights which they have acquired through their association with the Company;

e) Disclosure and Transparency

Members of the Board and Key Executives are required to disclose to the Board whether they, directly, indirectly or on behalf of third parties, have a material interest in any Transaction or matter directly affecting the Company. All material information in relation to the Company is to be disclosed subject to considerations of confidentiality.

Disclosure includes but is not limited to the following:

The Financial and Operating Results of the Company;
Company objectives;
Major Share Ownership and Voting Rights;
Remuneration policy for Members of the Board and Key Executives;
Information about Members of the Board and the KMP, including qualifications, shareholding in the Company, other Company Directorships and whether they are regarded as independent by the Board;
° Related Party Transactions;
° The necessary approvals are sought from the appropriate authority and transactions are carried out as per the set rules as approved.

Responsibilities of the Board

The Company is headed by an effective Board whose principal focus is on optimizing Shareholder value. The Board is the focal point of the Corporate Governance system and is ultimately accountable and responsible for the performance and affairs of the Company. The Board of Directors of the Company meet regularly else they act on a fully informed basis, in good faith, with due

diligence and care, and in the best interest of the Company and the stakeholders. The Board decisions reflect that they treat all Shareholders fairly. Board training and certification is always encouraged by the Company. The Board fulfills following key functions, including

° Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans;

° Setting performance objectives; monitoring implementation and corporate performance; developing and approving management policies and overseeing major capital expenditures, acquisitions and divestitures;
° Monitoring the effectiveness of the Company's governance practices and making changes as needed;

2. BOARD OF DIRECTORS

a) Composition of Board of Directors

The Board comprises of an Executive Director and Seven Non-Executive Directors of whom four are Independent Directors. The Chairman of the Board is a Non-Executive Director. In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 ("Listing Regulations") One-Half of the Board comprises of Independent Directors (including one Woman Director). The Company has had no pecuniary relations or transactions with the Non-Executive Directors / Independent Directors other than the payment of sitting fees and reimbursement of expenses incurred by them for attending meetings of the Board / Committee of the Company. All the Members of the Board are highly experienced professionals drawn from the field of Business, Finance and Public Enterprises. Necessary Resolutions for the appointment / re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the Explanatory Statement of the Notice.

a)	Composition of Board of Directors The Board comprises of an Executive Director and Seven Non-Executive Directors of whom four are Executive Director. In compliance with the Securities and Exchange Board of India Obligations (Listing Regulations") One-Half of the Board comprises of Independent Directors (including one Woman Director). The Company has had no pecuniary relations or transactions with the Non-Executive Directors / Independent Directors other than the payment of sitting fees and reimbursement of expenses incurred by them for attending meetings of the Board / Committee of the Company. All the Members of the Board are highly experienced Necessary Enterprises. aforesaid and details of the proposal for appointment / re-appointment are mentioned in the Explanatory Statement of the Notice.	Independent Directors. Disclosures and professionals drawn from Resolutions for the Directors have been included in the Notice convening the ensuing AGM	Chairman The of Requirement) of Business, the field appointment /	Board the is 2015 Regulations, Finance and re-appointment
s No	Name of the Director	Category	Number of outside Directorships held as on 31.03.2020	Number of Outside Committee Positions held as on 31.03.2020
1	Mr. Rajiv Mehrotra	Chairman and Non-Executive Director	-	-
2	Mr. Ajay Khanna	Managing Director	-	-
3	Mr. AlokTandon	Non-Executive Director	-	-
4	Mr. Achintya Karati Independent		5	7 Out of which Chairman in 3
5	Mr. Vinod Juneja	Independent	1	1 Member
6	Mrs. Nishi Sabharwal	Independent	1	1 Member
7	Mr. Arun Kumar Khanna	Non- Executive	-	-
8	Mr. Rakesh Malhotra	Independent	-	-
Notes:	"Number of outside Directorships held" includes only Listed Companies but does not include "Shyam Telecom Limited'. "Number Outside of Membership / Committee Relationship	Committee Chairpersonship of Listed of	Positions held as on Committee Audit the Company per as the	31.03.2020" Stakeholder's and requirement

Notes:

"Number of outside Directorships held" includes only Listed Companies but does not include "Shyam Telecom Limited'.
"Number of Outside Committee Positions held as on 31.03.2020" includes Membership / Chairpersonship of the Audit Committee and Stakeholder's Relationship Committee of Listed Company as per the requirement of Listing Regulations.

None of the Directors is a Member of more than ten Committees or acts as a Chairman of more than five Committees across all Companies in which he is a Director. Further, none of the Directors serves as an Independent Director in more than Seven Listed Companies.
Mr. Ajay Khanna & Mr. Arun Kumar Khanna are related to each other as Brothers
b) Shareholding of Directors (Including Non-Executive Directors) for the period ending as on 31* March, 2020

None Chairman	Member of more Directors is a of the of more than five than Seven Listed Companies.	Committees or acts as a than ten Companies in which Committees across all he is a Director. Further, none of the Directors serves as an Independent Director in more
	Shareholding of Directors (Including as on 31* March, 2020	Mr. Ajay Khanna & Mr. Arun Kumar Khanna are related to each other as Brothers Non-Executive Directors) for the period
	Name of Director	No. of Shares held
	Mr. Rajiv Mehrotra	53,130
	Mr. Ajay Khanna	4,553
	Mr. Alok Tandon	NIL
	Mr. Achintya Karati	NIL
	Mr. Vinod Juneja	NIL
	Mr. Arun Kumar Khanna	490
	Mrs. Nishi Sabharwal Mr. Rakesh Malhotra	35
Directorship	in other Listed Entities as on Mar 31, 2020	NIL
Ss. No.	Name of the Director	Name of Listed Entities other than Shyam Telecom Limited with Directorship
1	Mr. Rajiv Mehrotra	Not Applicable
2	Mr. Ajay Khanna	Not Applicable
3	Mr. Alok Tandon	Not Applicable

¢) Directorship in other Listed Entities as on Mar 31, 2020

	Name of Director	No. of Shares held
	Mr. Rajiv Mehrotra	53,130
	Mr. Ajay Khanna	4,553
	Mr. Alok Tandon	NIL
	Mr. Achintya Karati	NIL
	Mr. Vinod Juneja	NIL
	Mr. Arun Kumar Khanna	490
	Mrs. Nishi Sabharwal	35
Directorship	Mr. Rakesh Malhotra in other Listed Entities as on Mar 31, 2020	NIL
Ss.	Name of the Director	Name of Listed Entities other than Shyam Telecom Limited with Directorship
No.
1	Mr. Rajiv Mehrotra	Not Applicable
2	Mr. Ajay Khanna	Not Applicable
3	Mr. Alok Tandon	Not Applicable
		Sangam (India) Limited - Non-Executive -
		Independent Director J. K. Cement Limited - Non-Executive -
		Independent Director
		Jay Bharat Maruti Limited - Non-Executive -
4	Mr. Achintya Karati	Independent Director
		Delton Cables Limited - Non-Executive -
		Independent Director
		Uflex Limited - Non-Executive - Independent
		Director Shristi Infrastructure Development
5	Mr. Vinod Juneja	Corporation Limited - Non-Executive -
		Independent Director
		Globus Power Generation Limited — Non-
6	Mrs. Nishi Sabharwal	Executive - Independent Woman Director
	Mr. Arun Kumar Khanna	Not Applicable
	Mr. Rakesh Malhotra	Not Applicable
	Non-Executive Directors' - Compensation and Disclosures
	made to them.	Only Sitting Fees have been paid to the Non-Executive Directors for attending Board / Committees Meetings. The Company does not pay any other remuneration to them besides Sitting Fees. Appropriate records are maintained in respect of the payment
Attendance	of each Director at the General Meeting ("AGM")	last Annual Board Meetings and at the
	were held on the following dates:	During the Financial Year 2019-2020, 4 (Four) Meetings of the Board of Directors

qd) Non-Executive Directors' - Compensation and Disclosures

e) Attendance of each Director at the Board Meetings and at the last Annual General Meeting ("AGM")

29 May, 2019
12% August, 2019
13 November, 2019
13" February, 2020

The attendance of each Director at Board Meeting and at the last Annual General Meeting is as under:

	29 May, 2019 12% August, 2019 13 November, 2019 13" February, 2020
Meeting	The attendance of each Director at Board Meeting and at the last Annual General is as under:
Ss. No.	Name of the Director	Number of Board Meetings attended	Attended last AGM
1	Mr. Rajiv Mehrotra	1	N
2	Mr. Ajay Khanna	4	Y
3	Mr. Alok Tandon	2	N
4	Mr. Achintya Karati	4	N
5	Mr. Vinod Juneja	4	Y
6	Mrs. Nishi Sabharwal	4	Y
7	Mr. Arun Kumar Khanna	4	Y
8	Mr. Rakesh Malhotra	2	Y

Core Skills / Expertise / Competencies of the Board of Directors

The list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company's business is as follows:

° Knowledge on Company's Businesses, Policies, Values and Culture, Major Risks and Threats and Potential Opportunities and Knowledge of the Industry in which the Company operates
° Behavioral Skills Attributes and Competencies to use their knowledge and skills to contribute effectively to the growth of the Company.
° Business Strategy, Sales & Marketing, Corporate Governance, Administration and Decision Making.
° Financial Management Skills, Knowledge of Law, Insurance, Human Resource Management, etc.
° Technical Professional Skills and Specialized Knowledge in relation to Company's Business.

The aforesaid Skills are available with the Board of Members.

Independent Directors

Based on the annual declaration of Independence received from Independent Directors, all the Independent Directors of the Company meet the conditions specified in Listing Regulations and are independent of the management. None of the Independent Directors of the Company resigned before the expiry of his Term during the Financial Year 2019-20. Maximum Tenure of the Independent Directors is in accordance with the Companies Act, 2013 and Listing Regulations. The Company issues a formal letter of appointment to Independent Directors in the manner as provided in the Companies Act, 2013. The terms and conditions of the appointment of Independent Directors are placed on the Company's' website www.shyamtelecom.com.

Meeting of Independent Director

The Independent Directors of the Company held a Meeting on 13 February, 2020 without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors were present at the Meeting. The following issues were discussed in detail:

° Reviewed the performance of Non-Independent Directors and the Board as a whole.
Reviewed the performance of the Chairperson of the Company.
Assessed the quality, quantity and timeliness of flow of information between the Company management and board of Directors that is necessary for the board to effectively and reasonably perform its duties.

COMMITTEES OF THE BOARD

The Committees constituted by the Board play a very important role in the governance structure of the Company. The terms of reference of these Committees are approved by the Board and are in line with the requirements of Companies Act, 2013 and Listing Regulations. The Minutes of Committee Meetings are tabled at the Board Meetings and the Chairperson of each Committee briefs the Members of the Board on the important deliberations and decisions of the respective Committees. The Minutes of the proceedings of the Committee Meetings are captured in the same manner as the Board Meetings and in accordance with the provisions of the Companies Act, 2013. the Members are well versed with Accounting and Financial Knowledge. Name of the Member Category Designation

In compliance with the Companies Act, 2013 and Listing Regulations, the Board has constituted the following Committees:

° Audit Committee
° Stakeholder Relationship Committee
° Nomination and Remuneration Committee
° Corporate Social Responsibility Committee
° Internal Complaints Committee

a. Audit Committee

Composition of Committee

Composition of Committee Committee comprises The of Independent Directors. The Chairman of the Committee is an Independent Director.	Non-Executive Directors five of	whom four are
Mr. Prabhat Tyagi, Company Secretary, acts as the Secretary of the Committee. All

Mr. Achintya Karati Mr. Vinod Juneja Mr. Arun Kumar Khanna Mrs. Nishi Sabharwal Mr. Rakesh Malhotra	Independent Director Independent Director Non-Executive Director Independent Woman Director Independent Director	Chairperson Member Member Member Member
Audit Committee Meetings During the Financial Year 2019-2020, the Committee met four times on the following Dates:
29 May, 2019 e 12 August, 2019 e 13% November, 2019 e 13 February, 2020 e
Attendance of each Member at the Audit Committee Meeting held during the Year 2019-2020
Name of the Member	Number of Meetings Attended

Audit Committee Meetings

e 29 May, 2019
e 12 August, 2019
e 13% November, 2019
e 13 February, 2020

Mr. Vinod Juneja Mr. Arun Kumar Khanna Mrs. Nishi Sabharwal Mr. Rakesh Malhotra	Non-Executive Director Independent Woman Director Independent Director	Member Member Member Member
Audit Committee Meetings
During the Financial Year 2019-2020, the Committee met four times on the following Dates:
29 May, 2019 e 12 August, 2019 e 13% November, 2019
e 13 February, 2020 e Attendance of each Member at the Audit Committee Meeting held during the Year 2019-2020


Mr. Achintya Karati Mr. Vinod Juneja	A
Mr. Rakesh Malhotra	A N
Mr. Arun Kumar Khanna	A
Mrs. Nishi Sabharwal	R

However, Mrs. Nishi Sabharwal, Member of the Audit Committee attended the last AGM being nominated as Chairman of Audit Committee to answer the queries of Shareholders.

Role and Powers of the Audit Committee

The role and powers of the Audit Committee are as per provisions of Section 177 of the Companies Act, 2013 and guidelines set out in the listing Agreement.

The Audit Committee shall have powers, which should include the following:

To investigate any activity within its terms of reference.
To seek information from any employee.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall play the following role:

Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of Auditors of the Company and the fixation of audit fees and tenure of appointment.
Examining the annual financial statements and Auditors report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (5) of section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
Cc. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Qualifications in the draft audit report.
Disclosure of any Related Party Transactions.
Approval or any subsequent modified of transactions of the Company with related parties.
Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
Reviewing and monitoring with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or Rights Issue and making appropriate recommendations to the Board to take up steps in this matter.
Review and monitor the Auditor's independence and performance, and effectiveness of Audit process.
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
Discussion with internal auditors regarding any significant findings and follow up there on.

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors.
To review the functioning of the Whistle Blower mechanism.
Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
Scrutiny of inter-corporate loans and investments.
Valuation of undertakings or assets of the Company, wherever it is necessary.
Valuation of internal financial controls and risk management systems.
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Brief Description of the Terms of Reference-

Ensuring compliance with accounting standards. Scrutiny of inter-Corporate Loans and Investments.
Valuation of undertakings or assets of the Company, wherever it is necessary.
Valuation of internal financial controls and risk management systems.
The integrity of the Company's statements.
The Company's compliance with legal and statutory requirements.
The Independent Auditor's qualifications and independence.
The performance of the Company's Internal Audit function and Independent Auditors and
The appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate.

Review of Information by Audit Committee

The "Audit Committee" shall mandatorily review the following information:

a) Management Discussion and Analysis of financial condition and results of operations;
b) Statement of significant Related Party Transactions (as defined by the Audit & Finance Committee) submitted by management;
c) Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
d) Internal Audit Reports relating to Internal control weaknesses; and,
e) The appointment, removal and terms of remuneration of the Chief Internal auditor/Internal Auditor shall be subject to review by the Audit & Finance Committee.

b. Stakeholder Relationship Committee

Composition of Committee

The Company has constituted Stakeholder's Relationship Committee as per the requirement of Listing Regulations. The constitution of the Committee is given below:

Mr. Rakesh Malhotra Independent Director Member

During the Financial year 2019-20, the Committee met 3 times.

Brief Description of Terms of Reference

° To approve applications for transfer, transmission, transposition of Shares and mutation of share certificates including issue of duplicate certificates, split, sub-division or consolidation of certificates and to deal with all related matters.
° To look into and redress the Shareholders / investors grievances relating to: Transfer of Shares; Non-receipt of dividends; Non-receipt of annual reports; Any other complaint concerning the Shareholders / investors; and Oversee the performance of the Registrars and Share Transfer Agents of the Company. ° Such other matters as may from time to time be required by any statutory or
regulatory authority to be attended by the Committee;

Details of Queries/ Complaints Received and Solved during the Financial Year 2019-2020

Brief Description of Terms of Reference
The Committee looks after the following matters:
To approve applications for transfer, transmission, transposition of Shares and ° mutation of share certificates including sub-division or consolidation of certificates and to deal with all related matters. To look into and redress the Shareholders / investors grievances relating to: ° Transfer of Shares; Non-receipt of dividends; Non-receipt of annual reports; Any other complaint concerning the Shareholders / investors; and Oversee the performance of the Registrars and Share Transfer Agents of the Company.	issue	of duplicate certificates,	split,
Such other matters as may from time to time be required by any statutory or ° regulatory authority to be attended by the Committee;
Details of Queries/ Complaints Received and Solved during the Financial Year 2019-2020	Received
Name of Queries/ complaints	(No.'s)	Solved (No.'s)	Pending (No.'s)
Non- receipt of Share Certificates Number change request for of of address Number of request for Transfer Issue of Duplicate Share Certificates ve: : a Non-receipt of Dividend Warrants : ra i Revalidation of Dividend Warrants	Nil ; Nil Nil Nil Nil Nil	Nil ; Nil Nil Nil Nil Nil	; Nil Nil Nil Nil Nil Nil
Non-receipt of Annual Report : Others	Nil Nil	Nil Nil	Nil Nil
All Complaints, Suggestions and Grievances are addressed expeditiously and sent/	Nil	Nil	Nil
issues resolved as a rule within 15 days. Company complied The has with clarification sought by the Stock Exchanges on various market related information like for updating their records, etc. from time to time. These responses have not been included in the above list. Registrar and Transfer agent does share Transfer Works and as on 31° March, 2020, no complaints were pending. Nomination and Remuneration Committee Composition of Committee Committee comprises of three Independent Directors, the details are as follows: The	submissions of	response its	the to
			queries/
Name of Member Category Mr. Achintya Karati Mrs. Nishi Sabharwal Mr. Rakesh Malhotra	Independent Director Independent Woman Director Independent Director		Designation Chairman Member Member
Nomination Remuneration policy formulated The and composition of remuneration to be paid to the Managing Director, Whole-Time Non-Executive Director(s), Director(s),	by the KMP's,	Committee	provides level Senior Management Personnel and

Nomination and Remuneration Committee

Composition of Committee

Name of Member	Category	Designation
Mr. Achintya Karati	Independent Director	Chairman
Mrs. Nishi Sabharwal	Independent Woman Director	Member
Mr. Rakesh Malhotra	Independent Director	Member

motivate Directors, KMP's, Senior Management and other employees of the Company. The remuneration also involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Committee also reviewed the performance of the Board on the basis of criteria as provided in the performance evaluation policy.

There was one Meeting held during the Financial Year 2019-20 on 13.02.2020 in which all the member of the Committee were present.

TERMS OF REFERENCE

The Committee looks after the following matters:

° Identify persons who are qualified to become Director and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors' performance.
° Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
° Determine/ review on behalf of Board of Directors of the Company the compensation package, service agreements and other employment conditions for Managing/WVhole Time Director(s).
° Determine on behalf of the Board of Directors of the Company the quantum of annual increments/incentives on the basis of performance of the Key Managerial Personnel.
° Formulate, amend and administer stock options plans and grant stock options to Managing / Whole Time Director(s) and employees of the Company.
° Delegate any of its power/ function as the Committee deems appropriate to Senior Management of the Company.
° Consider other matters, as from time to time be referred to it by the Board.

Details of Remuneration to all Directors

Remuneration to Executive/ Non-Executive Directors

As per Section 197 of the Companies Act, 2013 if in any Financial Year, a Company has no profits, the Company shall not pay its Directors, including any Managing or Whole-time Director or Manager, by way of remuneration any sum except in compliance of Schedule V of Companies Act, 2013. The Company is paying the remuneration in compliance of the Schedule V of Companies Act, 2013.

The Remuneration to following Directors is as per the details set out below:

Name of Director	Designation	Salary (in lakhs)	Other wo: Perquisites _ (in lakhs)	Total (in lakhs) **
Mr. Ajay Khanna	Managing Director	12.00	1.18	13.15

(* all benefits as per Company rules)

(** Does not include PF Contribution of Rs. 1.44 Lakhs)

Details of remuneration to Non- Executive Directors

Non-Executive Directors are entitled to Sitting Fees only for attending the Board and Committees Meeting. The Company does not pay any other remuneration to them besides Sitting Fees. Appropriate records are maintained in respect of the payment made to them.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters are provided in the Nomination Remuneration Policy. The Company has no stock option plan and hence such instruments do not form part of their remuneration package.

	and other related matters are provided in the Nomination Remuneration Policy. The Company has no stock option plan and hence such instruments do not form part of their remuneration package. Sitting fee paid to Independent Directors during the Financial Year 2019-20:		remuneration, Directors' qualifications, positive attributes, independence of Directors
ee	Name of Director	Designation	Amount
1	Mr. Achintya Karati	Independent Director	46,000
2	Mr. Rakesh Malhotra	Independent Director	26,000
3	Mr. Vinod Juneja	Independent Director	43,000
4	Mrs. Nishi Sabharwal	Independent Director	46,000

All the pecuniary relationship or transaction of the Non-Executive Directors vis-a-vis the Company, if any, have been disclosed in the Financial Statements of the Company for the year ended 31% March, 2020. The copy of such disclosure is also forms part of this Report.

Performance Evaluation

In accordance with the applicable provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations, the Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured Questionnaire was prepared after taking into consideration inputs received from Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, etc.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non—Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. Performance Evaluation Policy is also posted on Company's Website.

d. Corporate Social Responsibility ("CSR") Committee

Composition of Committee

Corporate Social Responsibility ("CSR") Committee
causes noble help the to	Country people and neighbors'. the of it philanthropy activities running through tie ups with NGO have contributed during the time of National Disasters. We have constituted a CSR of the Board.	We have
Composition of Committee The	Committee comprises of three Independent Directors, the details are as follows:
Name of Member	Category	Designation
Mr. Achintya Karati	Independent Director	Chairman
Mrs. Nishi Sabharwal Mr. Rakesh Malhotra	Independent Woman Director Independent Director	Member Member

Power and Functions:

° To formulate and update the vision, strategy and execution of CSR programs for the Company
To oversee the Company's integrated CSR program.
To ensure that the CSR program is integrated and applied consistently throughout the organization
° To identify and recommend program enhancements that will increase effectiveness and overall improvement in Company performance and image.
° To apprise the Board/President regularly of the accomplishments and issues/concerns related to the integrated CSR program.
° To undertake special projects or activities which the Board / Chairman or the Committee considers necessary, and perform other tasks or duties as may be requested or delegated by the Board or the President

e. Internal Complaints Committee

Your Company recognizes its responsibility and continues to provide a safe working environment for Women free from sexual harassment and discrimination. Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the Internal Committee had been constituted and its composition as on March 31, 2020, is given below: A.M. Venue

Name of Member	Designation
Mrs. Anita Saluja	Chairperson
Mrs. Neeru Jolly	Member
Mrs. Chhavi Prabhakar	Member

4. GENERAL BODY MEETINGS

a. Details of last three Annual General Meetings ("AGM")

	Committee considers necessary, and perform other tasks or duties as may be requested or delegated by the Board or the President There was one Meeting held during the year on 13.02.2020 which was attended by all the members of the Committee.
Section 22 of been constituted and	Internal Complaints Committee Your Company recognizes its responsibility and continues to provide a safe working environment for Women free from sexual harassment and discrimination. Pursuant to Women Harassment Sexual the of Prohibition and Redressal) Act, 2013 read with Rule 14, the Internal Committee had its composition as on March 31, 2020, is given below:	Workplace (Prevention, at
	Name of Member	Designation
	Mrs. Anita Saluja	Chairperson
	Mrs. Neeru Jolly	Member
	Mrs. Chhavi Prabhakar	Member
	under review, no such Complaint was filed, disposed off and was pending as at the end of the Financial Year under the review. Details of last three Annual General Meetings ("AGM")
A.M.	26 AGM in the Year 2019 on Saturday, 28" September, 2019 at 11.00
	Venue
Hotel	Sarovar Prince Portico, Plot No. 90, Vaishali Nagar, Jaipur — 302021, Rajasthan, India	Queens Road, Road,
	Special Resolution passed
To e e	Powers approve Borrowing the to 180(1)(a) and 180 (1) (c) of the Companies Act, 2013. To approve the Limits of Loan / Guarantee / Investment under Section 186 of the Companies Act, 2013.	Board under section the
	To re-appoint Mr. Ajay Khanna as Managing Director of the Company
	To re-appoint Mr. Achintya Karati as Independent Director To re-appoint Mr. Vinod Juneja as Independent Director
	To re-appoint Mrs. Nishi Sabharwal as Independent Director
	To appoint Mr. Rakesh Malhotra as Independent Director
	To approve transactions with Think of US India Private Limited, Think of Technologies Private Limited and Vihaan Networks Limited
25 AGM A.M.	the Year 2018 on in	Monday, 24 September, 2018 at 11.00
	Venue
	Sarovar Prince	Queens
Hotel	Portico, Plot No. 90,	Road, Road,
	49

Vaishali Nagar, Jaipur — 302021, Rajasthan, India

Special Resolution passed

e To approve the Borrowing Powers to the Board under section 180(1)(a) and 180 (1) (c) of the Companies Act, 2013.
e To approve the Limits of Loan / Guarantee / Investment under Section 186 of the Companies Act, 2013.
e To approve transactions with Think of US India Private Limited, Think of Technologies Private Limited and Vihaan Networks Limited

24' Annual General Meeting in the Year 2017 on Friday, 29" September, 2017 at 12.00 Noon

Venue

Hotel Sarovar Portico, Plot No. 90, Prince Road, Queens Road, Vaishali Nagar, Jaipur — 302021, Rajasthan, India

Special Resolution passed

e To approve the Borrowing Powers to the Board under section 180 (1) (c) of the Companies Act, 2013
e To approve the Limits of Loan / Guarantee / Investment under Section 186 of the Companies Act, 2013.
e To approve transactions under Section 188 of the Companies Act, 2013 with Think of Technologies Private Limited, Shyam Communication Systems, Sistema Shyam Teleservices Limited, Vihaan Networks Limited and Think of US India Private Limited

Postal Ballot

The Company conducted a Postal Ballot during the financial year 2019-20 for seeking approval of members for Delisting of the Company and the same was accorded to the Company.

DISCLOSURES

a. Compliance with Corporate Governance Requirements — The Company has complied with all the Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) of the Listing Regulations.
Materially Significant Related Party Transactions All the disclosure pertaining to the Related Party Transactions are made in other Notes to the Accounts No. 36 to the Balance Sheet as well as in AOC-2 which forms part of this Annual Report.
Whistle Blower Policy Pursuant to section 177(9) of the companies act, 2013 and the Listing Regulations, the Company has formulated the whistle blower policy for vigil mechanism for Directors and employees to report to the management about the unethical behavior, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against the victimization of employees and Directors who uses such mechanism and makes provision to direct access to the chairperson of the audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.
Disclosure of Accounting Treatment All the financial statements made are as per the Accounting Standards, given by the Institute of Chartered Accountants of India (ICAI). The financial statements present true and fair view of underlying business transactions.
Risk Management The Company has laid down the various procedures to inform Board Members about the risk involved in the business, its assessment and its minimization.
Prevention of Insider Trading The Company has adopted a Code of Conduct for Prevention of Insider Trading as well as the Code of Practices and Procedures and

Disclosure of Unpublished Price Sensitive Information with a view to regulate trading in Securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's Shares and prohibits the purchase or sale of Company Shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Directors and the designated employees have confirmed compliance with the Code. The certification is provided below:

TO WHOMSOEVER IT MAY CONCERN

It is hereby affirmed that there has been due compliance of SEBI (Prohibition of Insider Trading) Regulations, as amended from time to time by all the Directors of the Board and Senior Management Executives for the period commencing 1* April, 2019 to 31% March, 2020.

Sd/- Prabhat Tyagi Company Secretary

g. Proceeds from public issue, right issue, preferential issue etc. No proceeds has been made through Public, Right or Preferential issue.
h. Details of non-compliance by the Company, Penalties, etc. The Company has complied with all requirement of Stock Exchanges, SEBI and other regulatory authorities on all matter pertaining to the capital markets and no penalties/ strictures have been imposed against it during the last three years.
i. Subsidiary Company The Company had no subsidiary during the reporting period.

6. MEANS OF COMMUNICATION

a. Quarterly Results

Quarterly Results along with the notes are normally published in one English newspaper (Business Standard) and one vernacular language newspaper (Business Standard) and also informed to all Stock Exchanges where the Shares of the Company are listed.

b. Website/ Investors Grievance ID

The results and official news are displayed on the Company's website viz. www.shyamtelecom.com. Further the investor Grievance ID as per Listing Agreement for investor's queries has been generated on the Company's website which is [email protected]. The Annual Report is also posted on the website.

The web-link of the Policies is as such: http://shyamtelecom.com/investor-relations/

Following policies have been posted on the website:

Code of Ethics
Code of Conduct- Insider Trading
Familiarization Programme Module
Nomination Remuneration Policy
Performance Evaluation Policy
Related Party Transaction Policy

Sexual Harassment Policy
Preservation of Records Policy
Determining Materiality and Archival of Disclosures Policy
Code of Practices and Procedures and Code of Conduct to Regulate, Monitor and Report Trading in Securities and Fair Disclosure of Unpublished Price Sensitive Information

Chairman's Communiqué:

The printed copy of the Chairman's speech distributed to Shareholders at Annual General Meetings.

Periodical Filings:

The Financial Results, Shareholding Pattern and other corporate communication to the Stock Exchanges are filed in compliance with the Listing Regulations and also available on the website of the Company, likewise, the said information is also filed electronically with NSE through NSE's NEAPS portal and with BSE through BSE online portal.

SEBI Complaints Redress System (SCORES)

It is a centralized web — based complaints redress system processed for Investors Complaints. The salient features if this system is centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the Company.

Transfer of Shares in respect of Unclaimed Dividend to Investor Education and Protection fund (IEPF) Authority

Pursuant to Section 124 (6) of the Companies Act 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules 2016 ("IEPF Rules'), the Company after giving due Notice in writing to the Shareholders of those Shares, in respect of which the dividend remained unclaimed for more than 7 consecutive years, transferred the respective Shares to IEPF Authority in the Month of July, 2019. Corporate action taken in this regard was made through NSDL. Details of such Shareholders whose shares are transferred to the IEPF and their unpaid dividends are available on the website of the Company as well as IEPF Authority. Shareholder may note that both the Unclaimed Dividend and corresponding shares transferred to the IEPF including all benefits accruing on such shares, if any, can be claimed back from IEPF following the procedure prescribed in the IEPF Rules. No claim could be made in respect thereof with the Company.

7. GENERAL SHAREHOLDERS INFORMATION

a. 27 Annual General Meeting

Date	29" September, 2020, Tuesday
Time	12.00 Noon
Venue	Through Video Conference (VC)/Other Audio Video Means (OAVM)

b. Tentative Financial Calendar

The Company follows Financial Year from 1* April to 318t March each year.

Financial Reporting for		Tentative Board Meeting Schedule (subject to change)
Quarter ending June 30, 2020 Half Year ending September 30, 2020 Quarter ending December 31, 2020 Year ending March 31, 2021		First Fortnight of August, 2020 First Fortnight of November, 2020 First Fortnight of February, 2021 Second Fortnight of May, 2021
Date of Book Closure/Record Date
The Books shall be closed from 23.09.2020 to 29.09.2020 (both days inclusive)
Dividend Payment Date
Company The has not declared dividend and March, 2020.	for the	Year ended 31% Financial

Listing on Stock Exchanges	The Company's Shares are listed on the following Stock Exchanges and the Listing
have been paid to the Exchanges:
Name & Address of the Stock Exchanges		Stock Goae/Sontp
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 The National Stock Exchange of India Limited		517411

Date of Book Closure/Record Date

Dividend Payment Date

Listing on Stock Exchanges

	Quarter ending June 30, 2020 Half Year ending September 30, 2020 Quarter ending December 31, 2020 Year ending March 31, 2021			First Fortnight of August, 2020 First Fortnight of November, 2020 First Fortnight of February, 2021 Second Fortnight of May, 2021
	Date of Book Closure/Record Date
	The Books shall be closed from 23.09.2020 to 29.09.2020 (both days inclusive)
Dividend Payment Date
Company The March, 2020. Fees	has not declared Listing on Stock Exchanges The Company's Shares are listed on the following Stock Exchanges and the Listing have been paid to the Exchanges:	dividend and	for the	Financial	Year ended 31%
	Name & Address of the Stock Exchanges				Stock Goae/Sontp
BSE Limited 400001	Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai				517411
Mumbai 400051	The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East),				SHYAMTEL
	ISIN Number (Dematerialized share)				INE635A01023
Stock Price Data Monthly Highs and during the equity	Lows of the Year 2019-20 Financial Shares is given in the chart below:	signifying the	Company's Equity Shares on the performance	of the	NSE BSE and Company's
Month	BSE High	Low	Month	NSE High	Low
Apr 19	7.04	6.36	Apr 19	7.70	7.70
May 19	6.30	5.70	May 19	7.70	7.35
June 19	5.42	5.20	June 19	7.45	7.45
July 19	5.20	5.20	July 19	7.45	7.10
Aug 19	4.94	4.70	Aug 19	6.75	6.70

Stock Price Data

	Name & Address of the Stock Exchanges				Stock Goae/Sontp
BSE Limited 400001	Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai				517411
Mumbai 400051	The National Stock Exchange of India Limited		Exchange Plaza, Bandra-Kurla Complex, Bandra (East),		SHYAMTEL
	ISIN Number (Dematerialized share)				INE635A01023
	BSE			NSE
Month	High	Low	Month	High	Low
Apr 19	7.04	6.36	Apr 19	7.70	7.70
May 19	6.30	5.70	May 19	7.70	7.35
June 19	5.42	5.20	June 19	7.45	7.45
July 19	5.20	5.20	July 19	7.45	7.10
Aug 19	4.94	4.70	Aug 19	6.75	6.70
Sept 19	4.70	4.45	Sept 19	6.70	5.85
Oct 19	5.04	4.45	Oct 19	6.10	5.35
Nov 19	7.93	5.04	Nov 19	8.60	5.70
Dec 19	8.97	7.10	Dec 19	9.50	8.95
Jan 20	8.50	6.80	Jan 20	8.85	8.05
Feb 20	8.03	7.95	Feb 20	7.75	7.40

g. Comparative Stock Price Performance

The Equity Share Prices of the Company on BSE in comparison with the BSE Sensex are given in the following graph:

h. Details of Share Price and Market Capitalization

			Comparison of STL Price with Sensex Index
Sensex	50,000.00 40,000.00 30,000.00 20,000.00 10,000.00				ONFAOOH Oo STL Price
	0.00 Apr-19	May-19 Jun-19 Jul-19 ese BSESensex	Aug-19 Sep-19 Oct-19 Nov-19 =e STL	Dec-19 Jan-20 Feb-20 Prices	Mar-20
closing	Details of Share Price and Market Capitalization		The details of variation in the market capitalization and price earnings ratio as at the date of the current and previous financial years are as follows:
	As on March	BSE As on March 27, 2020 27, 2019	Increase/ (Decrease) (%)	As on March	NSE As on March 31,2020 08, 2019*	Increase/ (Decreas e) (%)
Market Price (High)	07.63	07.41	2.97 %	06.50	08.10	(19.75) %
Market capitaliz (in Cr)	8.5990	08.351	2.97 %	7.3255	09.1287 (19.75) %
BSE and NSE)			(Source - This information is compiled from the data available on the website of The Scrip was not traded on 31 March, 2020 at BSE.
	Share of 27" March, 2020:		Comparison of Share Price at the time of first public offer and market price of
			Market Price as on 27" March, 2020* (BSE High)		07.63
	each share for Face Value of 1 each)		Price at the time of initial public offer in (converted to price of		10
	time of initial public offer		% increase / (decrease) of Market price over the price at the		(23.70) %

i. Comparison of Share Price at the time of first public offer and market price of the Share of 27" March, 2020:

(in Cr)
BSE and NSE)	(Source - This information is compiled from the data available on the website of The Scrip was not traded on 31 March, 2020 at BSE.
Share of 27" March, 2020:	Comparison of Share Price at the time of first public offer and market price of
	Market Price as on 27" March, 2020* (BSE High)	07.63
	Price at the time of initial public offer in (converted to price of each share for Face Value of 1 each)	10
time of initial public offer	% increase / (decrease) of Market price over the price at the	(23.70) %
The handle below, to	*The Scrip was not traded on 31° March, 2020 Company had appointed Share Transfer Agent, the details of which is given Share work transfer related the to materialization of shares and related works:	dematerialization re / /
	54

j- Registrar and Transfer Agents

Indus Portfolio Private Limited ^G— 65, Bali Nagar, New Delhi — 110015 Email: [email protected] / [email protected] Web: www.indusinvest.com

A Il physical transfers, transmission, transposition, issue of duplicate share certificates, etc. are being processed by Indus Portfolio Private Limited. The work pertaining to the dematerialization / re-materialization is handled by Indus Portfolio Private Limited through connectivity with National Securities Depository Limited (! NSDL") and Central Depository Services Limited ("CDSL'").

S hare Transfer System

Share Transfers (including transmission / transposition) received by the Share Transfer Agent / Company are registered within 15 days from the date of receipt, provided the documents are complete in all respects. The Company obtains from a Company Secretary in Practice Half-Yearly Certificate of Compliance with the Share Transfer Formalities as required under Listing Regulations and files a copy of the said Certificate with Stock Exchanges, where the Shares of the Company are listed.

^Distribution of Shareholding:

Share Transfers (including Transfer Agent / Company are registered within 15 days from the date of receipt, provided the documents are complete in all respects. The Company obtains from a Company Secretary in Practice Half-Yearly Certificate of Compliance with the Share Transfer Formalities as required under Listing said Certificate with Stock Exchanges, where the Shares of the Company are listed.	transmission	transposition) /	received by Regulations and files a copy of the	Share the
D istribution of Shareholding:
Distribution Number of Shares	Number of	of shareholding as on 31* March, 2020 is as follows % of Total Shareholders Shareholders Shares held	No. of	9, % of Total Equity
Up to 100	8,342	72.00	3,38,486	3.00
101-500	2,356	20.33	5,78,242	5.14
501-1000	443	3.82	3,57,734	3.17
1001-2000	189	1.63	2,73,711	2.43
2001-5000	141	1.20	4,41,558	3.92
5001-10000	59	0.51	4,30,754	3.82
10001-20000	28	0.25	4,02,392	3.57
20001-30000	8	0.07	1,87,862	1.67
30001-40000	3	0.03	1,01 ,380	0.90
40001-50000	4	0.04	1,91,432	1.70
50001-100000	3	0.03	2,10,158	1.86
100001-500000	3	0.03	6,05,578	5.37
Above 500001	7	0.06	71,50,733	63.45
Total	11,586	100.00	1,12,70,000	100.00

	ategories of Shareholders as on 315! March, 2020 Shareholder's Category 2
Promoter's Relatives and Association Bodies Corporate (Domestic) Banks & Financial Institutions : Mutual Funds Foreign Institutional Investors 4s Non-Resident Indians & Overseas Corporate Bodies Resident Individuals a Other (Clearing Unclaimed)	74,58,875 1,19,321 105 NIL NIL 5,84,041 30 58.543 Member/Trust/ oom 52,115	66.16 01.06 00.00 00.00 00.00 05.18 27 14 00.46 ,
	1,12,70,000 100.00 Total

oO ategories of Shareholders as on 315! March, 2020

50001-100000	3	0.03	2,10,158	1.86
100001-500000	3	0.03	6,05,578	5.37
Above 500001	71,50,733	63.45

Total	11,586	100.00	1,12,70,000	100.00
ategories of Shareholders as on 315! March, 2020
	Shareholder's Category 2		Holding	% of Holding
Promoter's Relatives and Association Bodies Corporate (Domestic) Banks & Financial Institutions : Mutual Funds Foreign Institutional Investors 4s Non-Resident Indians & Overseas Corporate Bodies Resident Individuals a Other (Clearing Unclaimed)	a a House/Clearing	: Member/Trust/	74,58,875 1,19,321 105 NIL NIL 5,84,041 30 58.543 oom 52,115	66.16 01.06 00.00 00.00 00.00 05.18 27 14 00.46 ,
	Total		1,12,70,000	100.00
	55

n. Shareholding with more than One Percent Holding as on 31% March, 2020

with more than One Percent Holding as on 31% March, 2020
Shareholder's Category	Shares	%
Intell Invofin India Private Limited	16,97 807	15.06
Mehrotra Invofin India Private Limited	15,60 877	13.85
Cellcap Invofin India Private Limited	8,18,081	7.26
AT Invofin Private limited	8,09,890 8,03,913	7.19
Teletec Finsec India Private Limited Cellphone Credit & Securities India Pvt. Limited	7,60,165	7.13 6.75
Shyam Antenna Electronic Limited	7,00,000	6.21
Mrs. Madhvi Sharma	3,24, 660	2.88
Mr. Venkatesan Sukumar lyer	2,15,080	1.91
Mr. Rakesh Kanwar

oO. Dematerialization of Shares and Liquidity

The Securities and Exchange Board of India ("SEBI") mandated compulsory trading in Shares of the Company by all investors in electronic form. As on 31% March 2020, 1,12,49,319 Shares of the Company held by Shareholders are in dematerialized form, aggregating to 99.82 % of the Equity Share Capital. With this the problem associated with the physical delivery will now be reduced to a large extent

p. Non-acceptance of the Recommendations of the Committees -— There are no recommendations of committees of the Board which is mandatorily required and which has not been accepted by the Board.

q. Outstanding Global Depository Receipts (GDR), American Depository Receipts (ADR), Warrants or any Convertible Instruments which have likely impact on equity

r. Details of the fees paid to the Statutory Auditor

Ss. Investor Query / Address for correspondence

The Company Secretary Shyam Telecom Limited, A-60, Naraina Industrial Area, Phase — |, New Delhi — 110028, India Telephone No: +91 11 41411070-72 Fax No: +91 11 2579 2194

t. Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account

p.	Recommendations of the Committees -— There are no Non-acceptance of the recommendations of committees of the which has not been accepted by the Board.	Board which is mandatorily	required and
q.	Outstanding Global Depository Receipts (GDR), American Depository Receipts (ADR), Warrants or any Convertible Instruments which have likely impact on equity
	Company ADRs, outstanding The has no instruments which have likely impact on its equity.	GDRs, Warrants or	convertible any
r.	Details of the fees paid to the Statutory Auditor
	During the Financial Year 2019-20, Total Remuneration paid to the Statutory Auditor during the Financial Year was Rs. 3,75,000 (Rs. 3,25,000 towards Audit Fees, 50,000 towards Tax Audit Fees) which is also mentioned in the Note No. 26 of the Financial Statements.
Ss.	Investor Query / Address for correspondence
	The Company Secretary Shyam Telecom Limited, A-60, Naraina Industrial Area, Phase — , New Delhi — 110028, India Telephone No: +91 11 41411070-72 Fax No: +91 11 2579 2194
t.	Disclosure with respect to Account	Demat Suspense Account / Unclaimed	Suspense
	Particulars	No. of Shareholders	Shares
	Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on April 01, 2019	256	14,105
	Shareholders who approached the Company for transfer of shares from suspense account during the year	Nil	Nil
	Shareholders to whom shares were transferred from the suspense account during the year :	Nil	Nil
	56

(a	SHY¥YAM
TELECOM	tro
	Shareholders whose shares are transferred to demat account of the IEPF Authority as per Section 124 of the Companies Act, 2013	Nil	Nil
	Aggregate number of Shareholders and the outstanding shares in the suspense account as on March 31, 2020	256	14,105
	Remarks: All the voting rights in Shares held in the unclaimed Suspense Account are frozen till the rightful owner of such Shares claim the Shares.
u.	Non-Disqualification Certificate on of Company have submitted declaration stating a disqualified by the SEBI / Ministry of Corporate Affairs ("MCA") or any such other Statutory authority from being appointed or continuing as Directors of Companies. A under Regulation Certificate 34(3) read with Listing Regulations to this effect issued by Mr. Sandeep Mehra, Practicing Company	Directors the — All they are that Schedule V Para C	Directors of debarred not Clause 10(i)	the or of

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To The Members, SHYAM TELECOM LIMITED Shyam House, Plot No. 3, Amrapali Circle, Vaishali Nagar Jaipur 302021 Rajasthan, India

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, | hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31% March, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

my In me by to Directors on the Statutory Authority.	Requirements) Regulations, 2015. opinion and best the of to verifications (including Directors portal www.mca.gov.in) as considered necessary and explanations furnished Company & the officers, its Board of the Year ending on 31% March, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other	Obligations India (Listing my information and Number (DIN) Identification hereby certify Company as stated	and Disclosure according the to status at the none that of the below for the Financial
		DIN	Date of
Sr.	Name of Director
No.			appointment
1. 2.	Achintya Karati Ajay Khanna	00024412 00027549	28/07/2004 01/05/2009
3.	Alok Tandon	00027563	01/08/2002
4.	Rajiv Mehrotra	00035766	01/08/2002
5.	Kumar Arun Khanna	00041724	01/08/2002
6.	Anand Vinod Juneja	00044311	29/08/2008
7.	Rakesh Malhotra	01229765	30/03/2019

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company

SD/- (SANDEEP MEHRA) ACS: 23624 C.P. NO.: 15786 UDIN: A023624B000602873

Place: New Delhi Date:21-08-2020

CFO Certification — The Chief Financial Officer ("CFO") of the Company give annual certification of financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. The Annual Certificate given by the Chief Executive Officer and Chief Financial Officer is given below:

To The Board of Directors Shyam Telecom Limited

CERTIFICATE BY THE CHIEF FINANCIAL OFFICER (CFO) ON THE FINANCIAL STATEMENT OF THE COMPANY FOR THE YEAR ENDED 318*MARCH, 2020

|, Vinod Raina, Chief Financial Officer ("CFO"), of the Shyam Telecom Limited ("Company") honestly and ethically, hereby certify and affirm that as on & up to the date of this Certificate, there has been due compliance of applicable Accounting Standards and other related provisions as laid down by the Company, in pursuance to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations').

|, heading & discharging the finance function, hereby certify to the Board that:

A. | have reviewed Financial Statements for the Year ended 31*t March, 2020 and that to the best of our knowledge and belief:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(2) these statements together present a true and fair view of Company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.
B. There are, to the best of my knowledge and belief, no transactions entered into by our Company during the year which are fraudulent, illegal or violative of our Company's Code of Conduct.
C. | accept responsibility for establishing and maintaining Internal Controls for Financial Reporting and that | have evaluated the effectiveness of internal control systems of the Company pertaining to Financial Reporting and | have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which | was aware and the steps | have taken or propose to take to rectify these deficiencies.
D. | have indicated to the Auditors and the Audit Committee
1) significant changes in Internal Control over Financial Reporting during the Year;
2) significant changes in accounting policies during the Year and that the same have been disclosed in the notes to the Financial Statements; and
3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in Company's Internal Control System over

Financial Reporting.

SD/- VINOD RAINA CHIEF FINANCIAL OFFICER

Annual Declaration by Company Secretary on adherence to the STL Code of Conduct —- All Directors and Senior Management Personnel have affirmed compliance with the code of conduct for 2019-20 as required under Regulation 26(3) of Listing Regulations. A Declaration to this effect signed by the Company Secretary is given below. There were no materially significant transactions during the Financial Year with the Board Members and Senior Management including their relatives that had a potential conflict of interest with the Company. The code of conduct is available on the website of the Company.

TO WHOMSOEVER IT MAY CONCERN

It is hereby affirmed that the Company has adopted a comprehensive Code of Conduct (Code) for its Board Members and senior Management Executives and the code is available on the Company's website

Sdi/- Prabhat Tyagi

Company Secretary

Certificate of Corporate Governance — The Company has obtained a Certificate from Mr. Sandeep Mehra, Practicing Company Secretary confirming compliance with the conditions of the Corporate Governanceas per Regulation 34(3) read with Schedule V(C) of the Listing Regulations. The said Certificate is given below:

Corporate Governance Compliance Certificate

To, The Members of Shyam Telecom Limited

| have examined the compliance of conditions of Corporate Governance by Shyam Telecom Limited ('the Company'), for the year ended on 31° March, 2020, as stipulated under Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me, | that the certify Company has complied with the:

a) All the mandatory conditions of Corporate Governance as stipulated in the provisions as specified in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
b) All mandatory conditions of Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46(2) and para C and D of Schedule V of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

| further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

SD/- (SANDEEP MEHRA) ACS: 23624 C.P. NO.: 15786 UDIN: A023624B000602917

Place: New Delhi Date:21-08-2020

8. ACKNOWLEDGEMENT

The Board wishes to place on records its-sincere appreciation for the continued assistance and support extended to the Company by its Bankers, Vendors, Government Authorities and Employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

For and on Behalf of the Board of Directors

Sd/- Sd/- Director Director

Ajay Khanna Nishi Sabharwal

Place — Delhi Date — 31°' August, 2020

Dear Sirs,

Subject: Internal Auditor's Report for the Year ended on 31° March, 2020

1. We have carried out internal audit of the company for the quarter ended mentioned in the subject. Internal audit has been done in terms of our appointment made by the Board of Directors of the company.
1. We have audited the systems, processes and internal controls of the company w.r.t various line items of its financial statements. The operation of these systems, processes and controls are the responsibility of the company's management. Our responsibility is to express an opinion on the weaknesses in internal controls, risk management and governance framework, highlighting any exceptions and cases of non compliance, and suggest improvements in the design and operation of controls based on our internal audit.
1. Internal audit was conducted in accordance with generally accepted audit procedures as applicable in India. It was planned and performed to obtain reasonable assurance whether the systems, procedures and controls operate efficiently and effectively and financial information is free of material misstatement.
1. Internal audit includes a) examining on test basis, evidences to support the amounts and disclosures in financial statements; b) assessing the strength, design and operating effectiveness of internal controls at process level and identifying areas of control weakness, and vulnerability in the system and procedures adopted by the entity; c) assessing the accounting principles and estimates used in the preparation of the financial statements; and d) evaluating the overall entity-wide nsk management and governance framework.
1. We have applied sampling method to test the controls and details. The depth and sample size is ascertained based on risk assessment using our professional judgment. The method of sample selection is based on systematic selection. We have also applied risk assessment procedures and analytical Procedures at the planning and overall review stages of internal audit.
1. Risk assessment procedures are performed to obtain an understanding of the entity and its environment including its internal control, to identify and assess the risk of material misstatement. Analytical procedures are the analysis of significant ratios and trends including the resulting investigation of fluctuations, and relationships in both the financial and non financial data. The choice of procedures, methods and level of application is a matter of internal auditor's professional judgment which does not include complex analyses using advanced statistical techniques.

7. Significant observations and findings during the period -NIL-

The internal auditor's report is intended for use by the Board of Directors including the audit committee of the Board and may also be required and referred by the statutory auditors of the company. This report is not intended to be used for any other purpose or distributed to any other parties.

For Padam Dinesh & Co Chartered Accountants

Sdi/- CA RakeshAggarwal Partner M No. — 084226 UDIN: 20084226AAAABB3221

INDEPENDENT AUDITOR'S REPORT

To the Members of SHYAM TELECOM LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of SHYAM TELECOM LIMITED ("the Company'), which comprise the balance sheet as at March 31, 2020, and the statement of Profit and Loss, statement of changes in equityand statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, and its loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 40 in the financial statements, which indicates that the Company incurred a net loss of Rs. 578.98 lacs during the year ended March 31, 2020 and, as of that date; the Company's current liabilities exceeded its total assets by Rs. 1392.02 lacs. Also the net worth of the company has fully eroded. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. However, the financial statements of the company have been prepared on a going concern basis for the reasons stated in Note 40 of the Financial Statements.

Our opinion is not modified in respect of this matter.

Emphasis of Matter

Shyam Telecom limited(STL) manufacturer of various telecom equipment's bided for the supply of equipment to DOT/BSNL .On September 25,1995 on acceptance of STL bid BSNL issued Advance Purchase Order (APO) for supply of equipment's worth Rs 29.24 crores with the assurance that APO will be converted to Detailed Purchase Order (DPO) by furnishing Performance Bank Guarantee(PBG) for Rs 70.48 lacs which STL provided. But on February 23,1996 BSNL issued revised Purchase order for Rs 17.45 crores only to be supplied within stipulated time. But on October 3,1996 ,BSNL cancelled the PO and proceeded for encashment the Performance Bank Guarantee of Rs 70.48 lacs.

This was contested by STL in Honorable Delhi High court and on 6th October,1998 the court appointed Director General ,DOT (DG) as arbitrator. Since DG did not enter upon for Arbitration,

the STL again moved application for appointment of Arbitrator and on 8th February, 2000 a retired Judge of Honorable Delhi High Court was appointed as an Arbitrator.

STL filed its statement of claims with the learned Arbitrator on 18th July 2000 and DOT filed the counterclaims with learned Arbitrator for the first time on 23rd January, 2002. On hearing the claims and counterclaims the learned Arbitrator on 27th July 2018, awarded the claim in favour of STL and instructing DOT to repay the en-cashed PBG amount of Rs 70.48 lacs along with interest @9% and also to reimburse Rs 3 lacs as Arbitration fee.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

	This award was contested again by DOT in Honorable Delhi High court but was turned down by Single Bench order dated 23rd April,2019. was again awarded in favour of STL vide order dated 14th August ,2019	DOT again contested in Double bench but the case
March,2020.	On 11th September ,2019 STL approached the DOT/BSNL 9% interest since 3rd October 1996 part Arbitration cost of Rs 3 lacs this total amount of Rs 2,19,05,970/- which was received on 2nd	for claiming Rs 70.48 lacs along with for an amount of Rs 1,45,57,970/- and also reimbursement of
	The same has been accounted for in the books as an exceptional item. financial statements.	Refer Note 30 of the
	Our opinion is not modified in respect of this matter
	Key Audit Matters
the	Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in Concern section, Related to Going Uncertainty Material described below to be the key audit matters to be communicated in our report.	have determined the matters we
Sr. No.	Key Audit Matter	How our audit Addressed the Key Audit Matter
1	Uncertain Taxation Matters: Company The uncertain has material tax matters positions including under dispute judgment which involves __ significant to outcome determine these possible the of disputes. Notes Refer Financial the 30 no. the to Statements.	Principle Audit Procedure: We completed have obtained details tax of assessments and demands up to March 31, 2020 from management. We management's assessed underlying the assumptions in estimating the tax provisions and We outcome possible disputes. of the also precedence considered and other rulings, legal company's own cases, including the in management's these evaluating positon on uncertain tax positions.
	Provisions and contingent liabilities: There are a number of legal, regulatory and We analyzed the current status of the tax tax cases against the Company. judgment High required level of is estimating the level of provisioning required. procedures included the following: Refer to note no. 30 of Financial statements	Principle Audit Procedure: cases. in For matters regulatory and our legal, tax Testing over _ controls key litigation, e regulatory and tax procedures; procedures Performing substantive on the e underlying supporting calculations provisions recorded:
	63

4 " » m	£))) o °
		Where reading external relevant, legal opinions obtained by management;
		Meeting regional and with local management and reading relevant correspondence;
		Discussing open matters with the Company general counsel regulatory, and litigation, tax teams;
		management's — Assessing conclusions understanding precedents through set in similar cases; and
		Based on the evidence obtained, and the related disclosures in note no. 30 of the financial statements, conclude that the disclosure was sufficient.
3	Amount recoverable from / payables to foreign parties pending for settlements : due to non receipts of approvals from	incip Principle Audit Procedure i :
	Reserve Bank Of India or Statutory Authorities : There are a number of cases where amount ®	We analyzed the following areas with respect to pending foreign balances: In case of amount recoverable,
	recoverable from / payable to foreign parties pending settlements due non are for to	calculation exchanges gain/loss of foreign fluctuation with the prevailing rate;
	necessary approvals receipt from of Reserve Bank of India. judgment High required level of is in outcome estimating possible of these	procedures Performing substantive on the e underlying supporting calculations the provisions recorded with respect to foreign debtors,
	the cases.	Where reading relevant, external legal e opinions obtained by management;
	Refer to note no. 32 of Financial statements. ,	Obtaining relevant correspondence filed with regulatory and = statutory authorities for necessary approvals regard with to outstanding balances ;
		Discussion with the management about the e debtors paying recoverability from and off the creditors in near future ;
		Based evidence obtained, and on the the related disclosures in note no. 32 of the financial was statements, conclude disclosure that the sufficient.

Other Matters

Following are the details of amounts pending to be received/paid to the foreign parties by the company due to pending approvals from Reserve Bank of India and other Statutory authorities:

a. An amount of Rs. 38.99 Cr. being advances from customers classified under the head "Other Current Liabilities" are in process of being settled for a long time.
An amount of Rs. 2.26 Cr. being Sundry Creditors classified under the head "Trade Payables' are in process of being settled for a long time.
An amount of Rs. 6.53 Cr being Sundry Debtors Classified under "Trade Receivables-Doubtful" is being followed up by company for recovery. The company had already made a provision of Rs. 6.53 Cr against such doubtful debts in previous years.
An amount of Rs. 0.24 Cr being Advance to Supplier Classified under "Other Current

already made a provision of Rs. 0.24 Cr against such doubtful debts in previous years.

e. An amount of Rs. 25.58 Cr being Loan to Subsidiary Classified under "Loans-Doubtful'. The company had already made a provision of Rs. 25.58 Cr against such doubtful advances in previous years.

All the above-mentioned amounts are long overdue and Company is following up with Reserve Bank of India for necessary FEMA approvals.

Our opinion is not qualified in respect of above matter.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the financial statements and our auditor's report thereon. These reports are expected to be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

° Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
e Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
e Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
e Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
° Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order'), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure — A"; a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
1. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

(c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31"March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31% March, 2020 from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure -B".
(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements — Refer Note 30 to the financial statements;
ii. The Company has made provision as required under the applicable law or accounting standards for material foreseeable losses, if any, on long term contracts including derivative contracts.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For VGM & Co. Chartered Accountants Firm Registration No.: 029823N

Sdi/- Neha Gupta Partner Membership No.: 529974

Place: New Delhi Date: June 29, 2020

Annexure — "A" to Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

i. In respect of fixed assets:
a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets.
b) The fixed assets covering significant value have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. On the basis of the information and explanations given by the management, no material discrepancies have been noticed on such verification
c) The title deeds of immovable properties are held in the name of the company

ii. In respect of inventory:

a) The inventory of the Company in its possession has been physically verified by the management at reasonable intervals. In our opinion the frequency of verification is reasonable.
b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.
c) The Company has generally maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.
ili. According to information and explanation given to us, the Company has granted unsecured loans to its Subsidiary Company namely Shyam Telcom Inc., USA, covered in the register maintained under section 189 of the Act, in earlier years. The said Subsidiary company was dissolved in Dec,2015 and Company made provision of said advances in earlier years and has filed papers with RBI for same and it is disclosed in Note no 33 of the financial statements.
iv. In our opinion and according to information and explanations given to us ,the company has not given any loan, made any investment, given any guarantee, or provided and securities covered under section 185 .The company has complied with the provision of section 186 of the Companies Act.
v. In our opinion and according to information and explanation given to us, the Company has not accepted any deposits covered under section 73 or any other provisions of the Companies Act 2013.
vi. As per information and explanations given to us, the company is not required to maintain cost records as prescribed under the Companies Act, 2013. Accordingly the provisions of the paragraph 3(vi) of the order are not applicable to the Company.
Vil.
a) According to records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Goods & Service Tax, Sales Tax, Service Tax, Wealth Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2020 for a period more than six months from the date of becoming payable.
b) According to the information and explanations given to us, there were no dues in respect of Income Tax, Duty of Excise, Duty of Customs, Cess, Sales Tax, Service Tax, Value

(a SHY¥YAM TELECOM tro except the following:
Name of the
Statute	Nature of the Dues	Period to which the amount pertains	Amount (Net of Paid) Rs. In	Forum where dispute is pending
Income Tax	Act, Income	A.Y. 2011-12	Lakhs	74.41 Income Appellate Tax
1961 Income Tax 1961	Tax Act, Income Tax	A.Y. 2012-13		Tribunal 93.51 Income Tax Appellate Tribunal
Income Tax 1961	Act, Income Tax	A.Y. 2013-14		110.37 Income Tax Appellate Tribunal
Income Tax 1961	Act, Income Tax	A.Y. 2014-15		94.28 Income Tax Appellate Tribunal
Uttarakhand Value VAT Added Tax Act,		F.Y, 2012-13 F.Y. 2013-14	4.89 Jt.	Commissioner 14.25 Commercial Appeals, Tax

viii. The Company has not issued any debentures and has not borrowed any fund from financial institutions. The company has not defaulted in repayment of dues to the bank.
ix. The Company did not raise any money by way of initial public offer or further public offer including debt instruments and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.
x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. Based upon the audit procedures performed and the information and explanations given by the management, during the year under review the company has not entered into any noncash transactions with directors or persons connected to them, and hence provisions of Section 192 of the Companies Act 2013, are not applicable to the Company.

xvi. The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For VGM & Co. Chartered Accountants Firm Registration No.: 029823N

Sdi/- Neha Gupta Partner Membership No.: 529974

Place: New Delhi Date: June 29, 2020

Annexure - "B" to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Shyam Telecom Limited ("the Company") as of March 31, 2020 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal financial control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
1. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and
1. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For VGM & Co. Chartered Accountants Firm Registration No.: 029823N

Sdi/- Neha Gupta Partner Membership No.: 529974

Place: New Delhi Date: June 29, 2020

Note No.	As at 31st March,	(Rs. in lacs) As at 31st March, 2019

2 2(a)	271.24 -	291.81 -
3	1.33	2.47
4 10(a)	- 0.69	3.95 1.48
	139.62	266.90 13.36
6	7.37	7.33
7	14.88	121.74
		79.32
9	43.95	92.03
10(a)	163.89	160.36 150.94
8	10.61 1.46	10.94 3.50
12		2,209.67
		3,415.80

13 14	(2,530.56)	1,127.00 (1,958.30)


15 16	- 11.54	- 12.64

17
	ws	6

	448.04	467.71 4.68
19 20	4,000.56 6.43	3,753.66 8.41
	3,063.01	3,415.80
1

	Sd/-	Sd/-
	Managing Director	Director DIN: 06963293
		Sd/-
	VINOD RAINA Chief Financial Officer	PRABHAT TYAGI Company Secretary

	5 8 10 18	2020 10.62 28.13 195.18 2,174.04 3,063.01 1,127.00 The accompanying notes are an integral part of these financial statements AJAY KHANNA DIN: 00027549 Sd/-

For VGM & CO. Chartered Accountants Firm Registeration NO.: 029823N

Sd/-	Sd/-	Sd/-
NEHA GUPTA	AJAY KHANNA	NISHI SABHARWAL
Partner	Managing Director	Director
M. NO.: 529974	DIN: 00027549	DIN: 06963293
UDIN : 20529974AAAAAD7802
	Sd/-	Sd/-
Place: New Delhi	VINOD RAINA	PRABHAT TYAGI
Date: June 29, 2020	Chief Financial Officer	Company Secretary

(Rs. in lacs) STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31Tst MARCH , 2020 Sr. Particulars Note No. For the year For the year NL. ended 31st March , ended 31st 2020 March, 2019 INCOME I Revenue From Operations 21 133.41 864.50 Il Other Income 22 49.31 493.13 It TOTAL INCOME (I-ID 182.72 1,357.63 IV EXPENSES Purchases of Stock-in-Trade 54.34 674.33 Changes in Inventory of Stock-in-Trade 23 106.86 95.47 Employee Benefits expenses 24 212.34 226.79 Finance Costs 25 1.24 9.56 Depreciation and amortisation expense 2 31.43 29.47 Other Expenses 26 572.57 548.37 TOTAL EXPENSES (IV) 978.78 1,583.99 V_ Profit/ (Loss) before exceptional items and tax (ITI-IV) (796.06) (226.36) VI Exceptional items 27 219.06 1,000.00 VII Profit/ (Loss) beforetax (V-VI) (577.00) (1,226.36) VIII Tax Expenses: 28 - Current Tax (0.87) (1.39) - Deferred Tax 2.85 (2.92) 1.98 (4.31) Profit/ (Loss) for the period (VII-VILL) (578.98) (1,222.05) IX Other Comprehensive Income 29 Items that will not be reclassified to Statement of Profit and Loss 6.61 (17.38) Income tax effects relating to above items (0.11) (3.50) Items that will be reclassified to Statement of Profit and Loss - - Income tax relating to items that will be reclassified to Statement of Profit and Loss * * 6.72 (13.88) X Total Comprehensive Income (IX+X) (572.26) (1,235.93) Basic and Diluted Earning Per Share (Rs.) (5.08) (10.97) Significant Accounting Policies 1 The accompanying notes are an integral part of these financial statements As per our report of even date attached For VGM & CO. Chartered Accountants Firm Registeration NO.: 029823N

Sd/-	Sd/-	Sd/-
NEHA GUPTA	AJAY KHANNA	NISHI SABHARWAL
Partner	Managing Director	Director
M. NO.: 529974	DIN: 00027549	DIN: 06963293
UDIN : 20529974AAAAAD7802
	Sd/-	Sd/-
Place: New Delhi	VINOD RAINA	PRABHAT TYAGI
Date: June 29, 2020	Chief Financial Officer	Company Secretary

SHYAM TELECOM LIMITED

a TELECOM	(7 SHY AM












	LTD
	SHYAM TELECOM LIMITED
	CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020		(Rs. in lacs)
		For the year
Sr.No.	Particulars	ended 31st March, 2020	For the year ended 31st March, 2019
	CASH FLOW FROM OPERATING ACTIVITIES Profit / (Loss) before tax	(577.00)	(1,226.36)
	Adjustments for:
	Depreciation and Amortization expenses	36.68	29.47
	Interest income Bad debts written off	(32.69) (0.12)	(19.33) 17.90
	Liabilities written back	(7.11)	(443.21)
	Interest and financial charges Allowances for doubtful debts/ advances (net) including expected credit losses	1.24 281.97	1.05 168.41
	Provisions for leave encashment and retirement benefit	(3.08)	3.39
	Dividend received Loss/ (Profit) on sale of Investments	(3.01) 0.00	(10.40) 0.22
	Loss/ (Profit) on sale of Assets Exchange fluctuations	(1.65) 49.92	(1.23) 85.43
	Provisions written back	0.00	0,00
	FMV Loss on Investments Other non-cash adjustments	1.15 (0.81)	5.95 (1.65)
	Operating profit before working capital changes Movements in working capital :	(254.52)	(1,390.37)
	(Increase) / Decrease in trade receivables	(21.00)	36.88
	(Increase) / Decrease in Inventories (Increase) / Decrease in loans and advances	106.85 4.28	95.47 354.34
	(Increase) / Decrease in other current assets	167.67	1,039.65
	(Increase) / Decrease in Other Non-Current Assets Increase /(Decrease) in trade payables	(0.48) (19.67)	3.76 (514.01)
	Increase /(Decrease) in other current liabilities Increase /(Decrease) in provisions	246.90 (3.08)	(174.59) 3.39
	Increase /(Decrease) in Other Long Term Liabilities		(4.64)
	Cash Generated From / (used in) operations Direct taxes paid	226.96 1.98	(550.12) 0.00
	NET CASH FLOW FROM OPERATING ACTIVITIES (A)	(25.59)	(550.12)
	CASH FLOW FROM INVESTING ACTIVITIES Purchase of property,plant & equipments	(11.53)	(10.52)
	Investments in Mutual Funds	0.00	(720.00)
	Proceeds from Sale of Investments in Mutual Funds Proceeds from sale of property, plant & equipments	51.99 2.34	776.12 1.40
	Investment in Bank Deposits (having original maturity of more than 3 months) Interest received	(12.15) 32.69	448.94 19.33
	Dividend Received NET CASH FLOW FROM INVESTING ACTIVITIES (B)	3.01 66.33	10.40 525.67

	CASH FLOW FROM FINANCING ACTIVITIES Repayment of borrowings	(4.68)	(4.64)
	Interest paid	(1.24)	(1.05)
	NET CASH FLOW FROM FINANCING ACTIVITIES (C)	(5.92)	(5.69)
	Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) Cash and cash equivalents at the beginning of the year	34.82 160.36	(30.13) 190.49
	Cash and Cash Equivalents at the end of the year	195.18	160.36
	Significant Accounting Policies
	The accompanying notes are an integral part of these financial statements As per our report of even date attached
	For VGM & CO.
	Chartered Accountants Firm Registeration NO.: 029823N
	Sd/-	Sd/-	Sd/-
	NEHA GUPTA Partner	AJAY KHANNA Managing Director	NISHI SABHARWAL Director
	M. NO.: 529974 UDIN : 20529974AAAAAD7802	DIN: 00027549	DIN: 06963293
		Sd/-	Sd/-
	Place: New Delhi Date: June 29, 2020	VINOD RAINA Chief Financial Officer	PRABHAT TYAGI Company Secretary

	75

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2020 EQUITY SHARE CAPITAL Particulars		Balance as at Olst Changes in equity	(Rs. in lacs) Balance as at 31st
	April, 2019	share capital during the year	March, 2020
Equity Share Capital	1,127.00	-	1,127.00
OTHER EQUITY					(Rs. in lacs)
Particulars	Investment Subsidy	Retained Earnings	Other Comprehensive Income Fair value gain or loss on Equity Instruments	Remeasuremen t of defined	Total
Balance as at O1st April, 2019	15.00	(1,968.70)	(4.60)	benefit plans -
Profit / Loss for the year	-	(578.98)	-
Transfer from other comprehensive
income to retained earnings Remeasurement defined benefit of	-	-	=	-	(1,958.30) (578.98) -
obligation Unrealised loss on equity shares carried at	-	7.76	-	-	7.76
fair value through OCI	:	:	(1.04)	:	(1.04)
Balance as at 31st March, 2020	15.00	(2,539.92)	(5.64)	=	(2,530.56)

Chartered Accountants Firm Registeration NO.: 029823N

Sd/- Sd/- Sd/- NEHA GUPTA AJAY KHANNA NISHI SABHARWAL Partner Managing Director Director M. NO.: 529974 DIN: 00027549 DIN: 06963293 UDIN : 20529974AAAAAD7802

Sd/- Sd/- Place: New Delhi VINOD RAINA PRABHAT TYAGI Date: June 29, 2020 Chief Financial Officer Company Secretary

NOTES FORMING PART OF FINANCIAL STATEMENTS

1) Company Overview and Significant accounting policies

1. Company overview

Shyam Telecom limited ('the Company') is a Public Company domiciled and incorporated in India as a_ limited liability company with CIN No:: L32202RJ1992PLC017750. Its shares are listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The registered office of the company is situated at Jaipur, Rajasthan.

The Company is presently primarily engaged in trading of mobile accessories and home appliances in India. The financial statements were authorized for issue in accordance with a resolution of the Board of Directors on June 29, 2020.

2. Basis for Preparation of Financial Statements

These financial statements are prepared in accordance with Indian Accounting Standards (Ind-AS) under the historical cost convention method on accrual basis. Certain financial instruments are measured at fair values. The Ind-AS are prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

3. Use of Estimates

The preparation of the financial statements in conformity with Ind-AS requires management to make estimate, judgements and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period . Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made, and if material are reflected in the financial statements in the period in which changes are made, and, if material, their effects are disclosed in the notes to financial statements.

4. Current versus non - current classification

An asset is considered as current when it is:

e expected to be realized or intended to be sold or consumed in normal operating cycle;
e Held primarily for the purpose of trading;
e Expected to be realized within twelve months after the reporting period, or
e Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as noncurrent.

A liability is considered as current when it is:

e Expected to be settled in normal operating cycle;
e Held primarily for the purpose of trading;
e Due to be settled within twelve months after the reporting period, or
e There is no unconditional right to defer the settlement of the liability for at least twelve

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities

5. Measurement of Fair Value

Fair value is the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date. The fair measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

e Inthe principal market for the asset or liability, or
e In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that participants would use when pricing the asset or liability, assuming that market participants act in their economic interest.

A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

e Level 1— Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
e Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
e Level 3 Input for the asset or liability that is not based on observable market data (unobservable inputs).

6. Property Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment, if any. Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, as intended by management. The cost of property, plant and equipment acquired in a business combination is recorded at fair value on the date of acquisition.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the Statement of Profit or Loss when the asset is de-recognised.

For transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant and equipment recognised as on April 1, 2016 measured as per previous GAAP as it deemed cost on the date of transition.

(a SHY¥YAM TELECOM tro The Company depreciates property, are as follows:	plant and equipment over their estimated useful lives using the straight-line method. The estimated useful lives of assets
Assets	Useful life (in years)
Building	30
Plant & Equipment	15
Furniture & Fixture	10
Office Equipment	5
Computer	3
Vehicles (Motorcars)	8
Vehicles(Scooters & Bikes)	10

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Leasehold lands are amortised over the period of lease. Buildings constructed on leasehold land are depreciated based on the useful life specified in Schedule Il to the Companies Act, 2013, where the lease period of land is beyond the life of the building.

In other cases, buildings constructed on leasehold lands are amortized over the primary lease period of the lands.

Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-current assets and the cost of assets not put to use before such date are disclosed under 'Capital work-in-progress'.

Intangible assets

As per Ind-AS 38 Intangible assets are stated at acquisition cost and other cost incurred, which is attributable to preparing the asset for its intended use, less accumulated amortization and accumulated impairment losses, if any. The cost of intangible assets acquired in a business combination is recorded at fair value on the date of acquisition. Intangible assets are amortized on straight line basis over their estimated useful economic life not exceeding ten years.

An item of intangible assets is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset is included in the Statement of Profit or Loss when the asset is de-recognized. The residual values, useful lives and methods of amortization of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate.

For transition to Ind-AS, the Company has elected to continue with the carrying value of all its intangible assets recognized as on April 1, 2016 measured as per previous GAAP as it deemed cost on the date of transition.

Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are recognized as deduction from equity net of any tax effect.

9. Expenditure incurred during Construction period

Expenditure directly relating to construction activity including trial run production expenses (net of income, if any) is capitalized. Indirect expenditure incurred during construction period is capitalized as part of the indirect construction cost to the extent to which the expenditure is indirectly related to construction or is incidental thereto. Other indirect expenditure (including borrowing costs) incurred during the construction period which is not related to the construction activity nor is incidental thereto, is charged to the Statement of Profit & Loss.

10. Revenue Recognition

As per Ind As 115 Revenue is recognised on a fair value basis to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

e Sale of Product

Revenue from sale of products is recognised, when significant risks and rewards of ownership have been transferred to the buyer and no significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of products. It also includes excise duty and excludes value added tax / sales tax. It is measured at fair value of consideration received or receivable, net of returns and allowances.

e Rendering of Services

Revenue from services is recognised as they are rendered based on arrangements with the customers.

e Interest Income

For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset.

e Dividend Income

Dividend income is recognised when the Company's right to receive such dividend is established.

11. Inventories

Inventories are valued at lower of cost or net realizable value. The cost is determined by using first-in-first-out (FIFO) method. Finished goods and work-in progress include costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

The motorola inventory of the company having book value( Rs. 22.35Lakhs ) has been valued at 50% of Book value amounting to( Rs. 11.17 Lakhs ) as on 31.03.2020 for which provision has been account for in the books.

12. Financial Instruments

12.1 Initial Recognition and Measurement

The Company recognizes financial assets and liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities that are not at fair value through profit or loss are added to the fair

value on initial recognition. Regular way purchase and sale of financial assets are recognised on the trade date.

12.2 Subsequent Measurement

. Non-Derivative Financial Instruments Financial Assets Carried at Amortised Cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial Assets at Fair Value Through Other Comprehensive Income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company has made an irrevocable election for its investments were classified as equity instruments to present the subsequent changes in fair value in other comprehensive income based on its business model. Further, in cases where the Company has made an irrevocable election based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income.

Financial Assets at Fair Value Through Profit or Loss

A financial asset which is not classified in any of the above categories is subsequently fair valued through profit or loss.

Financial Liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent consideration recognized in a business combination which is subsequently measured at fair value through profit and loss. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Derivative Financial Instruments Financial Assets or Liabilities, at Fair Value through Profit or Loss:

This category has derivative financial assets or liabilities which are not designated as hedges. Although the Company believes that these derivatives constitute hedges from an economic perspective, they may not qualify for hedge accounting under Ind AS 109, Financial Instruments. Any derivative that is either not designated a hedge, or is so designated but is ineffective as per Ind AS 109, is categorized as a financial asset or financial liability, at fair value through profit or loss.

Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in net profit in the Statement of Profit and Loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss and the resulting exchange gains or losses are included in other income. Assets/ liabilities in this category are presented as current assets/ liabilities if they are either held for

trading or are expected to be realized within 12 months after the balance sheet date.

. De-recognition of Financial Instrument:

The Company derecognizes a financial asset when the contractual right to receive the cash from the financial asset expires or it transfers the financial asset. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

13. Product Warranty Expenses

Liability for Warranties is recognized at the time the claim is accepted.

The necessary provisions are made with respect to warranties claimed and accepted up to the end of one month from the close of the year.

14. Foreign Currency

14.1 Functional Currency

Financial statements of the Company are presented in Indian Rupees (°), which is also the functional currency.

14.2 Transactions and Translations

Foreign-currency denominated monetary assets and liabilities are translated into the relevant functional currency at exchange rates in effect at the balance sheet date. The gains or losses resulting from such translations are included in the Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of the transaction. Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled.

Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. All other foreign exchange gain and losses are presented in the statement of profit and loss on net basis within other gains/ (losses).

15. Borrowing Costs

AS per Ind AS 23 Borrowing costs, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use, are capitalized as part of the cost of the respective asset. All other borrowing costs are charged in the period, in which they occur in the statement of profit and loss.
ii) Income on Investments Dividend on shares is accounted for, as and when the right to receive the same is established.

16. Claims

Claims receivables are accounted for depending on the certainty of receipt and claims payables are accounted at the time of acceptance.

17. Employee Benefits

Short term employee benefits are recognized as expenses at the undiscounted amount in the Statement of Profit & Loss of the year in which related service is rendered.

The company has defined contribution plans for post-retirement benefit, namely Employee Provident Fund Scheme administered through Provident Fund Commissioner and company contribution is charged to revenue every year.

Company contribution to state plans namely Employees State Insurance Fund & Employee Welfare Fund is charged to revenue every year.

(1) The company has defined benefit plan namely Leave Encashment / Compensated absence and Gratuity, the liability for which is determined on the basis of an actuarial valuation at the end of the year. Gratuity Trust is administrated through Life Insurance Corporation of India (LIC).
(2) Termination benefits are recognized as expense immediately.
(3) Gain or Loss arising out of actuarial valuation is recognized in the Statement of Profit & Loss as income or expense.

Post-employment and other long term employee benefits are recognized as an expense in the Statement of Profit and Loss for the period in which the employee has rendered services. The expense is recognized at the present value of the amounts payable determined using actuarial valuation techniques. Gains and losses through remeasurements of the net defined benefit liability/ (asset) are recognized in other comprehensive income. The actual return of the portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure the defined benefit obligation is recognized in other comprehensive income. The effects of any plan amendments are recognized in the statement of profit and loss.

18. Taxation

Income tax comprises of current and deferred income tax .Provision for current income tax is made after taking credit for allowances and exemptions. In case of matters under appeal, due to disallowance or otherwise, provision is made when the said liabilities are accepted by the company.

Deferred Tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes at the reporting date.

Deferred tax assets arising from temporary timing difference are recognised to the extent there is virtual certainty that the asset will be realized in future.

Minimum alternative tax (MAT) credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay income tax higher than that computed under MAT, during the period that MAT is permitted to be set off under the Income Tax Act, 1961 (specified period). In the year, in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in the guidance note issued by the Institute of Chartered Accountants of India (ICAI), the said asset is created by way of a credit to the profit and loss and shown as MAT credit entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT credit entitlement to the extent there is no longer convincing evidence to the effect that the Company will pay income tax higher than MAT during the specified period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

19. Government Grants

Government grant in the nature of promoter's contribution is treated as capital receipt and credited to investment subsidy account.

Grant in the nature of revenue subsidy is treated as revenue receipt and credited to profit and loss account.

20. Provision and Contingent Liabilities

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in notes.

Show cause notices issued by various government authorities are not considered as obligation. When the demand notice are raised against such show cause notice and are disputed by the company then these are classified as possible obligations.

21 . Leases

Leases where significant portion of risk and reward of ownership are retained by the lessor are classified as operating leases and lease payments are recognised as an expense on a straight line basis in Statement of Profit and Loss over the lease term.

Finance leases that transfer substantially all of the risks and benefits incidental to ownership of the leased item, are capitalized at commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and a reduction in the lease liability so as to achieve a constant rate of interest on the remaining balance of liability. Finance charges are recognised in finance cost in the statement of profit and loss.

22. Proposed Dividend

The final dividend on shares is recorded as liability on the date of approval by the shareholders, and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.

23. Cash and Cash Equivalent

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments (original maturity less than 3 months) that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

24. Earnings per Share

The earings considered in ascertaining the company's Earnings per Share ('EPS') comprise the profit/ (loss) for the year. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year .The weighted average number of equity shares outstanding during the year are adjusted for event of bonus element in a rights issue to existing shareholders.

The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of shares, if any which would have been used in the conversion of all dilutive potential equity shares.

25. Impairment

a) Financial Assets

The Company recognizes loss allowances using the expected credit losses (ECL) model for the financial assets which are not fair valued through statement of profit and loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss in statement of profit and loss.

b) Non-Financial Asset

Intangible Assets and Property, Plant and Equipment

Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value- in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely in dependent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the Statement of Profit and Loss is measured by the amount by which the carrying value of the

reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined(net of any accumulated amortization or depreciation)had no impairment loss been recognised for the asset in prior year.

26. Standards issued and effective from 1* April , 2019

(a) Ind-AS 116 'Leases'

On 30 March 2019, Ministry of Corporate Affairs ('MCA') has clarified that Ind-AS 116 is effective for annual periods beginning on or after 01* April, 2019 and it replaces Ind-AS 17 Leases, including appendices thereto. Ind-AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under Ind-AS 17. The standard includes two recognition exemptions for lessees - leases of 'low-value' assets and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-ofuse asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. The Company has adopted the new standard and the impact has been shown in the financial statements.(Refer note no.2)

(b) Amendment to Ind-AS 12, Income taxes

On 30 March 2019, Ministry of Corporate Affairs ("MCA") has notified Appendix C to Ind-AS 12 Income taxes — "Uncertainty over Income Tax Treatments". The amendment to Ind-AS 12 requires the entities to consider recognition and measurement requirements when there is uncertainty over income tax treatments. In such a circumstance, an entity shall recognise and measure its current or deferred tax asset or liability accordingly. The effective date of amendment is 01* April, 2019. Further, there has been an amendment in relevant paragraphs in Ind-AS 12 "Income Taxes" which clarifies that an entity shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events in accordance with Ind-AS 109. On April 1, 2019, the Company adopted these amendments and there was no impact of these amendments on the Company's financial statements.

(c) Amendment to Ind-AS 19, Employee benefits

On 30" March 2019, Ministry of Corporate Affairs ("MCA") has issued an amendment to Ind-AS 19 which requires the entities to determine current service cost using actuarial assumptions and net interest using discount rate determined at the start of the annual reporting period. However, if an entity re-measures the net defined benefit liability (asset) as per the requirement of the standard, it shall determine current service cost and net interest for the remainder of the annual reporting period after the plan amendment, curtailment or settlement using the actuarial assumptions used to re-measure the net defined benefit liability (asset). The effective date of amendment is 01° April, 2019. On April 1, 2019, the Company adopted these amendments and there was no impact of these amendments on the Company's financial statements.

(d) Amendment to Ind-AS 109, Financial instruments

On 30" March 2019, Ministry of Corporate Affairs ("MCA") issued an amendment to Ind AS 109 in respect of prepayment features with negative compensation, which amends the existing requirements in Ind-AS 109 regarding termination rights in order to allow measurement at amortized cost (or, depending on the business model, at fair value through other comprehensive income) even in the case of negative compensation payments. This amendment is effective for annual periods beginning on or after 01%

April, 2019. On April 1, 2019, the Company adopted these amendments and there was no impact of these amendments on the Company's financial statements.

(e) Amendment to Ind-AS 23, Borrowing costs

On 30" March 2019, Ministry of Corporate Affairs ("MCA") issued an amendment to Ind AS 23 "Borrowing Costs" clarifies that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalization rate on general borrowings. This amendment is effective for annual periods beginning on or after 01* April, 2019. On April 1, 2019, the Company adopted these amendments and there was no impact of these amendments on the Company's financial statements.

TELECOM LIMITED

TELECOM LIMITED

FORMING PART OF FINANCIAL STATEMEN'

-2
Particulars	Land Free	Land Lease	Building	Plant &	Furniture &	Computer	Vehicles
At 01-04-2018	1.77	83.52	308.00	Al	18.97	39.70	200.69

held for sale	-	-	-	-	-




held for sale





for the Year
loss	-	z
con sale

At 31-03-2019
for the Year
loss


block as at 01-04-2018

Right to use assets

Particulars












Particulars	Computer

TELECOM LIMITED
FORMING PART OF FINANCIAL STATEMEN'
-2


held for sale
	-	-	-	-

held for sale



for the Year
loss con sale	-	z
At 31-03-2019
for the Year loss

block as at 01-04-2018

block as at 31-03-2020 TELECOM LIMITED

Particulars









Particulars	Computer
At 01-04-2017
held for sale

At 01-04-2018
held for sale

At 31-03-2019
held for sale
At 31-03-2020

Depreciation for the Year
loss

for the Year loss
'on sale
for the Year
loss
At 31-03-2020

as at 31-03-2020



			87

SHYAM TELECOM LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS

Particulars	As at 31st March, 2020	As at 31st March, 2019
NOTE -3
INVESTMENTS
Investments in Equity Instruments Quoted (at FVTOCI)
Intec Capital Limited	1:14	uM
3,300 Equity Shares (Previous Year
3,300) of Rs 10/- each fully paid up
Reliance Communication Limited*	0.22	1.36
33,070 Equity Shares (Previous Year
33,070) of Rs. 10/- each fully paid up - Quoted Total	1.33	2.47

Unquoted
In Subsidiary (at cost)
Shyam Telecom Inc., USA# 100 Common stock (Previous Year	0.04	0.04
100) of \$1.00 each fully paid up
Impairment of Provision Less: for
Investments	0.04	0.04
Total In Others (at FVTOCI)	-	-
Spanco Limited**	52.33	52.33
1,41,426 Equity Shares (Previous
Year 1,41,426) of Rs. 10/- each fully
paid up Impairment of Provision Less:
for Investments	52.33	52.33
Total	:	:
Total - Unquoted	-	:

Grand Total	1.33	2.47
amount Aggregate quoted of
investments	1.33	2.47
Aggregate amount of market value of
quoted investments Amount Aggregate Unquoted	1.33	2.47
of Investment	52.37	52.37
Aggregate amount of impairment in
value of investments.	52.37	52.37
* Pursuant to the scheme of merger between Sistema Shyam Teleservices Ltd. (SSTL) and Reliance Communication Limited under section 391 to 394 of the Companies Act 1956, passed by high Court of Bombay & High Court of Jaipur, effetive date being 31st October 2017, shares of Reliance Communication Limited were alloted to existing shareholder of SSTL in ratio of 1 share for every 11.5 share held ** During the year ended 31st March, 2018; Shares of Spanco Limited was de-listed from Stock Exchanges. # For descriptive notes related to Investments in Subsidiary, refer note 33.
88

a
m SH ? TELECOM
Ltto Particulars
	As at 31st	As at 31st
	March, 2020	March, 2019
NOTE -4 LOANS
Advances to Subsidiary*
Shyam Telecom Inc., USA
Advance receivable Considered Good
- Unsecured Advance receivable - Credit Impaired	- 18.88	- 17.33
	18.88	17.33
Less : Allowance on advances to Subsidiary	18.88
		17.33
Loan to Subsidiary* Shyam Telecom Inc., USA
Loan receivable Considered Good -
Unsecured	-	-
Loan receivable - Credit Impaired	2,539.97
Less : Allowance on loan to Subsidiary	2,539.97 2,539.97	2,330.58

Loans and advances to Employees
	-	2,330.58 2,330.58 3.95
Loan receivable Considered Good - Unsecured		3.95

* For details in respect of loans and advances receivable from Subsidiary, Refer Note No. 33.
NOTE -5
DEFERRED TAX ASSETS (NET)
Deferred Assets Tax (Liabilities) /
related to:
Disallowance under Section 43B of
the Income tax Act 1961	6.43	9.28
Loss on securities carried at fair value through other comprehensive
income	4.19	4.08

	10.62	13.36

NOTE -6 OTHER NON CURRENT ASSETS
Security Deposit
Considered Good	7.45	7.45
LESS INDAS Security Deposit	0.52	1.00
Considered Good	6.93	6.45
Considered Doubtful	1.32	1.32
	8.25	7.77
Allowance Less: doubtful for
securities deposits	1.32	1.32
	6.93	6.45
Prepaid Rent	0.44	0.88
Less:Current Prepaid	-
	7.37	7.33




89

) m SH ?
TELECOM Ltto
Particulars	As at 31st March, 2020	As at 31st March, 2019
NOTE -7 INVENTORIES
(Valued at Cost or NRV, whichever is lower)
Stock in Trade	14.88	121.74
	14.88	121.74
NOTE -8 INVESTMENTS
In Mutual Fund - Quoted (at FVTPL)
Birla Sun Life Cash Plus - Daily Dividend Regular Plan	16.66	58.94
16620.65 (Previous year 58422.283)
units ABSL Liquid Fund - Growth	11.45	20.38
3602.37(Previous Year 6816.944) units
Birla Sun Life Liquid Fund - Daily Dividend Regular Plan
23.469 (Previous year nil )units	0.02	-
Aggregate amount of quoted investments	28.13 28.13	79.32 79.32
Aggregate amount of market value of quoted investments	28.13	79.32

NOTE -9 TRADE RECEIVABLES
	44.96
Trade Receivables considered good -
Unsecured Trade Receivables - credit impaired	663.51	93.42 594.04
Allowance for Doubtful trade Less:	708.47	687.46
receivables"	664.52 43.95	595.43 92.03
* Includes Allowance for Expected Credit Loss Amounting to Rs.1.01 lacs Above balances of trade receivables include balances with related parties (Refer note 36).
NOTE -10
CASH AND CASH EQUIVALENTS Balance with Banks in:
Current Account	44.17	100.06
Deposits with originally maturity - less than 3 months (including
accrued interest thereon)* Cash on hand	149.08 1.93	57.05 3.25

NOTE -10
CASH AND CASH EQUIVALENTS
Balance with Banks in:
Current Account	44.17	100.06
Deposits with originally maturity -
less than 3 months (including
accrued interest thereon)*	149.08	57.05
Cash on hand	1.93	3.25
	195.18	160.36
NOTE -10(a)
OTHER BANK BALANCES
Deposits with original maturity of
more than three months but less
than 12 months (including accured
interest thereon)*	164.58	152.42
Less: Deposits with More than 12
months maturity (including accured
interest thereon)*	0.69	1.48
	163.89	150.94
* Rs. 156.05 Lacs (Previous Year Rs.
209.47 Lacs) under lien with banks as Margin Money deposits against
Guarantees and security deposits.

90

(7 SH¥AM ) TELECOM tto
Particulars	As at 31st	As at 31st
NOTE - 11 LOANS Loan and Advances receivable in cash*	March, 2020	March, 2019
Considered Good - Unsecured Interest Accrued (Electricity)	10.61 -	10.94 -
Less: Allowance for doubtful loan and advances * includes loans and advances receivable from employees	10.61 -	10.94 -
Note 12 OTHER CURRENT ASSETS Advance to Supplier and others
Considered Good Considered Doubtful	2,102.16 49.00	2,142.03 47.06
Less : Allowance for Doubtful Advances	2,151.16 49.00	2,189.09 47.06
Cenvat/Vat/GST Receivable	2,102.16 59.23	2,142.03 62.83
Others Receivable Gratuity Receivable	0.28 9.03
Considered Good Considered Doubtful	68.54	62.83
Less : Provision for Doubtful Advances	- 68.54 -	- 62.83 -
Ind AS Prepaid	68.54 -	62.83 a
Prepaid Expenses	3.34 2,174.04	4.81 2,209.67
NOTE -13 EQUITY SHARE CAPITAL Authorised Share Capital 5,00,00,000 Equity Shares (Previous
Year 5,00,00,000) of Rs. 10/- each 25,00,000 Preference Shares (Previous Year 25,00,000) of Rs 100/-	5,000.00	5,000.00
each.	2,500.00 7,500.00	2,500.00 7,500.00
Issued, Subsribed and Paid Up Share Capital 1,12,70,000 Equity Shares (Previous
Year 1,12,70,000) of Rs 10/- each, fully paid up	1,127.00	1,127.00
	1,127.00	1,127.00

91

(i) Reconciliation of the number of shares: Particulars As at 31st March, As at 31st 2020 March, 2019 No of Shares Amount No of Shares Amount Equity Shares Opening Balance 11,270,000 112,700,000 11,270,000 112,700,000 Issued / (buyback) during the year - - - Closing Balance 112,700,000 112,700,000 112,700,000 112,700,000

(ii) Rights, preferences and restrictions attached to shares:

(iii) Details of shares held by shareholders holdingmaté thantatolnf the aggregate shares in the Company:

Rights, preferences and restrictions attached to shares:
The Company has only one class of Equity Share having par value of Rs 10/- per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, the holder of Equity share will be entiltled to receive the remaining assets of the Company after distribution of all preferential amounts. The distrubution will be in proportion to the number of Equity shares held by each Share holder. (iii) Details of shares held by shareholders holdingmaté thantatolnf the aggregate shares in the Company:
	2020		As at 31st March, 2019
	No of Shares held	% held in Shareholding	No of Shares held	% held in Shareholding
Cellphone Credit & Securities India Private
Limited	760,165	6.75	760,165	6.75
Mehrotra Invofin India Private Limited	1,560,877	13.85	1,560,877	13.85
Shyam Antenna Electronics Limited	700,000	6.21	700,000	6.21
Intell Invofin India Private Limited	1,697,807	15.06	1,697,807	15.06
AT Invofin India Private Limited	809,890	7.19	809,890	7A9
Teletec Finsec India Private Limited	803,913	713	803,913	tls
Cellcap Invofin India Private Limited	818,081	7.26	\$18,081	7.26

(iv) There are no shares issued for consideration other than cash and no shares have been bought back in last five years.

(v) There are no shares reserved for issue under options or other purpose

NOTE -14 OTHER EQUITY Investment Subsidy

Acquired under the scheme of Arrangement	15.00	15.00
Retained Earning
As per last Balance Sheet	(1,968.70)	(737.09)
Add: Net Profit / (Loss) for the year	(578.98)	(1,222.05)
Add: Remeasurement of defined employee
benefit obligations	7.16	(8.52)
Add: Transfer from other comprehensive
income		(1.04)
	(2,539.92)	(1,968.70)

Other Comprehensive Income Reserve
As per last Balance Sheet		(1.04)
Transfer of remeasurement of employee
benefit obligations to retained earnings		1.04

Equity Instruments through Other
Comprehensive Income Reserve
As per last Balance Sheet	(4.60)	0.75
Add: Changes during the year	(1.04)	(5.35)
	(5.64)	(4.60)
	(2,530.56)	(1,958.30)

Nature and purpose of other reserves:
Other Comprehensive Income (OCI) Reserve
The Company has recognised
remeasurements benefits on defined benefits
plans through Other comprehensive income

Equity Instruments through Other Comprehensive Income Reserve
The Company has recognised cumulative
fair value gain or loss on investments in
equity instruments measured at FVOCI.





92

Nature and purpose of other reserves:

(i = Other Comprehensive Income (OCI) Reserve The Company has recognised

(ii)

G SH¥AM
TELECOM LTD Particulars	As at 31st	As at 31st
NOTE -15 BORROWINGS	March, 2020	March, 2019
Secured Loans Term Loans* - From Bank
- From Others	- - -	0.06 4.58 4.64
Less: Current Maturities of Long Term borrowings	-	4.64
*Secured by hypothecation of Specific Vehicle and are repayable in 60 equal instalments from the date of disbursment.
NOTE - 16 PROVISIONS
Provision for employee benefits Leave Encashment	11.54	12.64
	11.54	12.64
NOTE - 17
TRADE PAYABLES outstanding dues micro Total of
enterprises and small enterprises" outstanding dues of creditors Total enterprises than micro and other	-	-
small enterprises	448.04	467.71
	448.04	467.71
* The Company has not received any intimation from "suppliers" regarding their status under the Micro, small and medium Enterprises Development Act, 2006 and hence no
amount is payable on the basis of Information received. (Refer Note No.
NOTE - 18 OTHER FINANCIAL LIABILITIES
Long Term Current maturity of Borrowings		4.64
	-	0.04 4.68
Interest Accrued but not due on Loans	-

NOTE - 19 OTHER CURRENT LIABILITIES Advance from Customers & Others	3,974.20	3,696.33
Gratuity Payable to LIC of India Statutory Dues Payable	7.62	7.23 4.99
Employees related Liabilities Other Payable	12.76 0.40	29.28 15.83
Operating Lease Liability	5.58 4,000.56	- 3,753.66
NOTE-20
PROVISIONS Provision for employee benefits
Leave Encashment	6.43 6.43	8.41 8.41

93

SHYAM TELECOM LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS

NOTES FORMING PART OF FINANCIAL STATEMENTS
Particulars	As at 31st	As at 31st
	March, 2020	March, 2019
NOTE-21
REVENUE FROM OPERATIONS
Sale of Goods Other Operating Revenue	133.41	851.44 13.06
	-
	133.41	864.50
NOTE - 22
OTHER INCOME
Interest Income
Interest on Bank Deposits	14.19	17.64
Interest on income tax refunds	17.30	-
Other interest income	1.20	1.69
Exchange rate variation Other Income	-
Dividend received from Mutual Funds
units	3.01	10.40
Liabilities written Back	TA	443.21
Provisions written Back	z	3
Gain on on Sale of Property, Plant &
Equipment (net) Other Miscelleneous Incomes	1.65 4.85	1.23 18.96

	49.31	493.13
NOTE - 23
DECREASE (INCREASE) IN /
INVENTORY STOCK-IN- OF _ TRADE
Opening Stock	121.74	217.21
Closing Stock	14.88	121.74
	106.86	95.47
NOTE - 24
EMPLOYEE BENEFITS EXPENSES
Salary, Wages & Bonus	167.73	182.60
Contributions to Provident Fund and
Other Funds	18.15	16.56
Staff Welfare	26.46	27.63
For descriptive notes on disclosure of defined benefit obligation, refer note 39.	212.34	226.79

NOTE - 25 FINANCIAL COST
Interest on
- Term Loans (Vehicles)	0.17	0.74
- Others	1.07	0.31
Other borrowing charges*	-	8.51
*includes charges for bank guarantees.	1.24	9.56

)
m SH ? TELECOM Ltto
Particulars	As at 31st	As at 31st
OTHER EXPENSES	March, 2020	March, 2019
Power & Fuel	9.73	15.29
Repair and Maintenance to: Plant & Machinery	222	1.81
Office Others	9.54 -	12.01 0.39
Vehicles Directors Remmuneration	26.71	31.38
Directors Sitting Fees Auditor's Remuneration :	- 1.61	- 1.92
Audit Fee	3.25	8.91
Tax Audit Fee Other Services	0.50 -	2.00 2.88
Currency Foreign Loss on transactions and translations (net)	49.92	85.43
Bank Charges Communication Expenses	0.41 14,24	0.06 13.48
Printing & Stationery Travelling & Conveyance	6.68 13.63	8.00 19.48
Insurance Rent	3.11	3.87
Advertisement & Publicity	2.19 4.79	8.16 4.51
Packing & Forwarding Legal & Professional Expenses	4.52 71.30	6.48 74.99
Commission Listing Fee	1.79 6.71	3.43 6.25
Business / Sales Promotion Membership & Subscription	1.55 2.93	5.85 3.63
Security Expenses Job Charges/Maintenance Charges	-	- 7.11
Rates & Taxes Provision for Doubtful Debts"	- 28.42 71.02	1.77 19.23
Bad Debts /Advances Written Off Loans Provision Doubtful for &	-0.12	17.90
Advances Loss on Sale of Investments (Mutual	210.94	149.18
Fund) units	-	0.22
Loss on on Sale of Property, Plant & Equipment (net)	-	-
Donation & Charity Watch & Ward	0.21 16.36	0.32 21.78
Other Miscelleneous Expenses Prepaid Rent Expense (Ind-AS)	7.97 0.44	10.21 0.44
*Includes Allowance for Expected Credit Loss	572.57	548.37
NOTE - 27
EXCEPTIONAL ITEMS Settlement of Litigation / Arbitration Claims*	219.06	1,000.00
* For detailed information in respect of settlement of arbitration claims Refer Note No. 31.	219.06	1,000.00
NOTE - 28 TAX EXPENSES
Current Tax (including taxes for earlier years)
Deferred Tax	(0.87) 2.85	(1.39) (2.92)
Total tax expenses recognised in current year	1.98	(4.31)
95

The reconciliation of estimated income tax expense at statutory

Profit before Tax	(577.00)	(1,226.36)
Indian Statutory Income Tax Rate	25.17%	26.00%
Expected Income Tax Expenses	(145.23)	(318.85)
Adjustments in respect of taxes for
earlier years	(0.87)	(1.39)
non-deductible Tax effects on
expenses	70.59	44.23
Tax effects on exempt income	(0.76)	(2.70)
Difference and property, plant in
equipment as per books and Income
Tax Act, 1961	(6.08)	(8.96)
Deferred tax not created on losses for
current year*	82.22	282.95
Others (net)	2.11	0.41
Total tax expenses	1.98	(4.31)

* The Company has unabsorbed depreciation and brought forward business losses on which no deferred tax asset has been recognised. Deferred tax asset shall be created in the year in which the Company will have reasonable certainty of future taxable income as required by Indian Accounting Standard 12 - "Income Taxes" as specified under Section 133 of the

specified under Section 133 of the
		As at 31st March, 2020	As at 31st March, 2019
NOTE - 29 OTHER COMPREHENSIVE INCOME Items that will not be reclassified to Statement of Profit and Loss Remeasurement of gains / (losses)
on defined benefit plans		7.76	(11.43)
Change in fair value of equity instruments		(1.15)	(5.95)
Income tax effects relating to above items		6.61 (0.11) 6.72	(17.38) (3.50) (13.88)
	96

SHYAM TELECOM LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS

		Current Year	Previous Year
30	Contingent liabilities :	(Rs in Lacs)	(Rs in Lacs)
	- Income Tax*	372.57	241.79
	-VAT*	59.75	139.15
	- Bank Guarantees	88.07	110.19
	Compounding fee	48.00	-

* Income tax demands mainly include the appeals filed by the Company before various appellate authorities against the disallowance by income tax authorities of certain expenses being claimed, non-deduction of tax at source with respect to dealers / distributor's margin and payments to international operators for access charges (Net of amount paid).

** VAT/Sales Tax demand mainly relates to demand raised by VAT & Sales tax department of few states on supply of charger. (Net of amount paid)

1. During the current year arbitration proceedings between the company and BSNL {Department of Telecommunication (DOT)was decided in favour of company on 27th July, 2018. The arbitration award of Rs.219.05 lakhs was received on 2nd March, 2020 which comprises of Rs. 70.48 Lacs (amount of encashed Bank Guarantee) along with 9% interest from 3rd October 1996 for an amount of Rs. 145.58 lakhs and reimbursement of part Arbitration cost of Rs. 3 Lakhs. This award was contested again by DOT in Honourable Delhi High court but was turned down by Single Bench order dated 23rd April 2019, (DOT) again contested in Double Bench but the case was again awarded in favour of STL vide order dated 14 August 2019.The amount received has been accounted for in the books as an exceptional item.
1. An amount of Rs. 38.99 Cr. being advances from customers classified under the head "Other Current Liabilities" are in process of being settled for a long time. An amount of Rs. 2.26 Cr. being Sundry Creditors classified under the head "Trade Payables" are in process of being settled for a long time An amount of Rs. 6.53 Cr being Sundry Debtors Classified under "Trade Receivables-Doubtful" are being followed up by company for recovery. The company had already made a provision of Rs. 6.53 Cr against such doubtful debts in previous years. An amount of Rs. 0.24 Cr being Advance to Supplier Classified under "Other Current assets Doubtful" are being followed up by company for recovery. The company had already made a provision of Rs. 0.24 Cr against such doubtful debts in previous years. An amount of Rs. 25.58 Cr being Loan to Subsidiary Classified under "Loans-Doubtful" are being followed up by company for recovery. The company had already made a provision of Rs. 25.58 Cr against such doubtful advances in previous years. All the above-mentioned amounts are long overdue and Company is following up with Reserve Bank of India for necessary FEMA approvals.
1. In the earlier years, the Company had invested in the share capital of wholly owned subsidiary Shyam telecom Inc. (STI), USA and given advance against share capital and extended long term loans to STI and accordingly, an amount of Rs. 18.88 lacs (US\$ 25,050) and Rs. 2539.97 lacs (US\$ 33,69,294) are outstanding as on 31st March, 2020 against such advance and loans, respectively. The Subsidiary company had liquidated all assets and had accumulated losses amounted to Rs 2,124.63 lacs (US\$ 33,94,371). Shyam Telecom Inc. (Corporation), erstwhile subsidiary of the Company has been dissolved as per the certificate issued by State Of Delaware (USA) pursuant to Section 275 and 391 (a) (b) (c) with effect from 22nd December, 2015. Accordingly, The Company had made provisions against advances given for share capital and long term loans amounting to US\$ 33,94,344 and provided impairment loss against investment made, in the earlier years. An application to write-off the same post dissolution has been made which is subject to approval from Reserve Bank of India. Since the corporation has already been dissolved w.e.f. 22nd December, 2015, the same will be written off after taking necessary approval from RBI. However, full provision and impairment loss for the same is already been made in the books of account.

34 Financial Risk Management

Market Risk:

(a) Interest Rate Risks

(b) Foreign Currency Risks

a SH¥am
TELECOM LTD
Financial Risk Management
The Company is exposed primarily to market risk, credit risk and liquidity risk which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company.
Market Risk: Market risk is the risk that fair value of futurecash flows of a financial instrumentwill fluctuatebecause of changes in market prices. Itis a risk of changes in market prices due to foreign exchange rate changes and interest rates that will luctuateaffecting company's revenueand the value of its financial instruments.
(a) Interest Rate Risks The company does not have any floating interest bearing borrowings as on 31st March 2020 and 31st March 2019. Hence, company is not exposed to any significant interest rate risks.
(b) Foreign Currency Risks The company has following un-hedged foreign
	Foreign		Foreign Currency		currency risks on financial assets and financial laibilities Rs. (In Lacs)
Particulars	Currenc y	exposur March 2020 March 2019	As on 31st Ason3ist	As on 31st March	As on 31st March 2019
Trade Receivables	ein USD	5.84)	5.84)	2020 440.55	404.29
	Euro	0.21	0.21	17.22	16.11)
Trade Payables	CHF USD	2.48)	2.48)	194.94	173.69
	Euro	- -	- -	-	-
Advance From Customers and Credit Risk:	USD	\$1.72	\$1.72)	3899.61	3578.13
Credit risk is the risk that a customer or counterpartyto a financial instrumentfails to perform or pay the amountsdue, causing financial loss the company. Credit risk arises from company's activities in investments and outstanding receivables from customers. The company has a prudent and conservative process for managing its credit risk arising in the course of its business activities.
Liquidity Risk: Liquidity risk arises from the inability to meet cash flow commitments on time. Prudent liquidity risk management implies maintaining sufficient stock of cash and marketable securities.
Maturity analysis of non-derivative financial liabilities		Below 3	3-12	1-5	More than
		months	months		5 years	Total
Particulars				years
Principal maturities of Borrowings
Interest on borrowings Trade Payables		8.34	32.27	407.43		448.04
The company does not have obligation towards derivate financial liabilities. The company maintains stock of appropriate cash and marketable securities to mitigate its short-term liquidity risks.
Fair Value Measurement							Carrying Amount
	Particulars				Level of Information	As at 31st	As at 31st March 2019
					used	March 2020
Financial Assets
AtAmortised Cost Trade Receivables						43.95	92.03

Liquidity Risk:

Maturity analysis of non-derivative financial liabilities

Particulars	Below 3 months	3-12 months	1-5 years	Total
Principal maturities of Borrowings
Interest on borrowings
	8.34	32.27	407.43	448.04
The company maintains stock of appropriate cash and marketable securities to mitigate its short-term liquidity risks. Fair Value Measurement

Fair Value Measurement

Particulars			Foreign Currency		Rs. (In Lacs)
	Currenc y	As on 31st Ason3ist exposur March 2020 March 2019		As on 31st March	As on 31st March 2019
Trade Receivables	ein USD	5.84)	5.84)	2020 440.55	404.29
	Euro	0.21	0.21	17.22	16.11)
	CHF	2.48)	2.48)	194.94	173.69
Trade Payables	USD	-	-	-
	Euro	-	-	-
Advance From Customers and Credit Risk:	USD	\$1.72	\$1.72)	3899.61	3578.13
Credit risk is the risk that a customer or counterpartyto a financial instrumentfails to perform or pay the amountsdue, causing financial loss the company. Credit risk arises from company's activities in investments and outstanding receivables from customers. The company has a prudent and conservative process for managing its credit risk arising in the course of its business activities. Liquidity Risk: Liquidity risk arises from the inability to meet cash flow commitments on time. Prudent liquidity risk management implies maintaining sufficient stock of cash and marketable securities.
Maturity analysis of non-derivative financial liabilities
Particulars		Below 3	3-12	1-5	More than	Total
Principal maturities of Borrowings		months	months	years	5 years
Interest on borrowings
		8.34	32.27	407.43		448.04
The company does not have obligation towards derivate financial liabilities. The company maintains stock of appropriate cash and marketable securities to mitigate its short-term liquidity risks. Fair Value Measurement
	Particulars				Level of Information used	As at 31st March	Carrying Amount As at 31st March 2019
						2020
Financial Assets
AtAmortised Cost
Trade Receivables						43.95	92.03
Loans					-	10.61	14.89
Cash and Bank Balances (Including FDR)					-	359.77	312.78

At Fair Value through Other Comprehensive Income
Investments					Level 1	29.46	81.79
Financial Liabilities

AtAmortised Cost Borrowings including Other financial liabilities					:	0.00	4.68

36 Related Party Disclosures:

A. Related party relationships:

a) Subsidiary:
Shyam Telecom Inc., USA up to 22nd December, 2015 (for details refer note no. 32)
b) Key Management Personnel and relative of Key Management personal :
Mr. Rajiv Mehrotra Mr Alok Tondon Mr. Arun Khanna Mr. Ajay Khanna Mr Gursharan Singh Mr Vinod Raina Mr Saurav Goel (upto 30-12-2019) Prabhat Tyagi (w.e.f 06-01-2020 )
c) Enterprises over which Key Management Personnel and relatives are able to exercise significant influence:
Intercity Cable Systems Pvt. Ltd
Shyam Communication Systems
Shyam Digital Communications Pvt Ltd
Shyam Antenna Electronic Itd.
RMS Automation Systems Ltd.
Vinaan Networks Ltd.
Think of us. Pvt Ltd.
Think of Technologies Pvt Ltd.
Note; Related party relationship is as identified by the Company and relied upon by the auditors.

Particulars							9
	Subsidiari] es	Enterprises management Personnel personnel & their relatives] are able to exercise significant influence	Key which key] Management and their relatives	Total	Subsidiaries	Enterprises management Personnel their relatives are able to exercise significant influence	Key which key] Management personnel & their relatives
of Goods & Services


MS Automation systems Itd.





Communication




							i)	9.

. Vinod Raina				:			19.20	19,20


for Bad & Doubtful against
and Advance


Receivable











Communication

The figures of Long-term / Short-term borrowings, Trade payable, Trade receivables & Other Current Assets and Loans and Advances shown in the foregoing Balance sheet are subject to confirmation. In the opinion of Board of Directors have a value on realisation in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all liabilities have been made in the Accounts, which has been relied upon by the auditors. The Company has a defined benefit gratuity plan. Every employee who has completed					Fixed Assets, Current Assets, Loans and Advances
five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. benefits are funded. recognized in the	The	following Statement of profit and			tables summarises the loss and the funded	components of	net status and	benefit amounts

37. 38. 39. These expense recognized in the balance sheet.			100

1. The figures of Long-term / Short-term borrowings, Trade payable, Trade receivables & Other Current Assets and Loans and Advances shown in the foregoing Balance sheet are subject to confirmation.
1. In the opinion of Board of Directors Fixed Assets, Current Assets, Loans and Advances have a value on realisation in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all liabilities have been made in the Accounts, which has been relied upon by the auditors.
1. The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The Company has calculated various benefits provided to employees as under:

A. Provident Fund & Other fund

During the year the Company has recognized Rs. 12.26 Lacs (previous Year Rs. 11.08 lacs) towards contribution to PF in the Statement of Profit and Loss

B. State Plans

Employer's contribution to Employee State insurance

During the year, the Company has recognised Rs. 1.27 lacs (Previous year Rs. 1.66 lacs) towards contribution to ESI in the Statement of Profit and Loss.

C. Defined Benefit Plans

a) Contribution to Gratuity Fund - Employee's Gratuity Fund.

Table 1: Principal Assumptions used for the purposes of this valuation are as follows:-

C.	Defined Benefit Plans
				The actuarial valuation carried out is based on following assumption:
a)	Contribution to Gratuity Fund - Employee's Gratuity Fund.				Table 1: Principal Assumptions used for the purposes of this valuation are as follows:-
Financial Assumptions				As on 31.03.2020	As on 31.03.2019
Interest Rate for Discounting				6.50%	1.20%
Salary Increase Rate				5.50%	5.50%
	Demographic Assumptions
Retirement Age:				58 Years	58 Years
	ages are as shown below:				Mortality: Published rates under Indian Assured Lives Mortality (2012-14) ultimate table. Rates of Indian Assured Lives Mortality (2012-14) ultimate table at specimen
Age (Years)	Rates	Age (Years)	Rates
15	0.000698	60	0.011162
20	0.000924	65	0.015932
25	0.000931	70	0.024058

	Demographic Assumptions



	ages are as shown below:

Age (Years)	Rates	Age (Years)	Rates
15	0.000698	60	0.011162
20	0.000924	65	0.015932
25	0.000931	70	0.024058
30	0.000977	75	0.038221
35	0.001202	80	0.061985
40	0.001680	85	0.100979
45	0.002579	90	0.163507
50	0.004436	95	0.259706
55	0.007513	100	0.397733







			101

Indian Assured Lives Mortality (2006-08)&(2012-14) ultimate table are used for calculations as on 31.03.2019 & 31.03.2020.

Withdrawal: Withdrawal rates are for all causes in accordance with the following table:	Ason	Ason
Age	31.03.2020	31.03.2019
Up to 30 Years	3% per annum	3% per annum
31 to 44 Years	2% per annum	2% per annum
Above 44 Years	1% per annum	1% per annum

Disability: Leaving service due to disability is included in the provision made for withdrawals from service (refer above for withdrawals)

	31.03.2020	Ason 31.03.2019

	2.80 3.70	3.72
		3.21




Liabilities extinguished on settlements












fair value of plan assets	57.	44.18




	3.70
Interest Income on Plan Assets	3.18	3.21 3.71
Net Interest Cost (Income)	0.52	(0.49)




(gains)/losses arising from experience





Defined Benefit Cost recognized in statement of Profit or	3.32	3.23
Loss
Table 8: The amount included in the Balance Sheet

Table 1: Principal Assumptions used for the purposes of this valuation are as follows:-

	Ason 31.03.2020	Ason 31.03.2019
Interest Rate for Discounting	6.50%	7.20%
Salary Increase Rate	5.50%	5.50%
Demographic Assumptions
Retirement Age:	S8 yrs	58 yrs
Mortality: Published rates under Indian Assured Lives Mortality (2012-14) ultimate table.

Rates of Indian Assured Lives Mortality (2012-14) ultimate table at specimen ages are as shown below:

Age (Years)	Rates	Age(Years)	Rates
			0.011162

a		Ason 31.03.2020	As on 31.03.2019
Rate of Availing Leave in the Long Run		10.00% p.a.	10.00% p.a.
		Disability: Leaving service due to disability is included in the provision made for withdrawals from service (refer above for withdrawals)
	Above 44 Years	1% perannum	1% per annum
	31 to 44 Years	2% per annum	2% per annum
	Up to 30 Years	3% per annum	3% per annum
	Age	—31.03.2020__31.03.2019
		Withdrawal: Withdrawal rates are for all causes in accordance with the following table:
		Indian Assured Lives Mortality (2006-O8&(2012-14) ultimate table are used of calculations as on 31.03.2019 & 31.03.2020.

Withdrawal: Withdrawal rates are for all causes in accordance with the following table: Age	—31.03.2020__31.03.2019
Up to 30 Years	3% per annum	3% per annum
31 to 44 Years	2% per annum	2% per annum
Above 44 Years	1% perannum	1% per annum
Disability: Leaving service due to disability is included in the provision made for withdrawals from service (refer above for withdrawals)
Rate of Availing Leave in the Long Run	10.00% p.a.	10.00% p.a.
	Ason	As on
a	31.03.2020	31.03.2019

urrent Service Cost	0.36	1.23
Interest Cost	1.52	1.34


in financial



Liabilitics extinguished on settlements
Liabilities assumed in a business combination







Interest Income






Current Service Cost	0.36	1.23
Past Service Cost including curtailment gains/losses	-	-
Gains or Losses on non routine settlements	:	:
Total	0.36	1.23

Table Cost (Income) Interest Net 5;
Defined Obligation Cost Benefit Interest on	1,52	1.34
Interest Income on Plan Assets	:	:
Net Interest Cost (Income)	1,52	1.34

103

Interest Income

Current Service Cost	0.36	1.23
Past Service Cost including curtailment gains/losses	-	-
Gains or Losses on non routine settlements	:	:
Total	0.36	1.23

Table Net Interest Cost (Income)

Gains or Losses on non routine settlements	:	:
Total	0.36	1.23
(Income) Table Cost Net Interest 5;
Defined Obligation Cost Benefit Interest on	1,52	1.34
Interest Income on Plan Assets	:	:



103

of defined benefit costs

Benefit Cost recognized in statement of Profit or

Present value of defined benefit obligation	7.97	21.05
the property of the property of Fair value of plan assets
Funded status	(17.97)	(21.05)
Restrictions on asset recognised
Other [describe]
Net liability sriving from defined benefit obligation.	17.97	21.05

Cost

Remeasurements

40 None of the creditors have informed that they comprise Micro, small & Medium enterprises as defined under MSMED Act, 2006. Hence there are no creditors which comprise amount outstanding for more than 45 days at Balance Sheet date. Based on information available with company, the balance due to micro and small enterprise as defined in MSMED Act, 2006 in current year is Rs. NIL and no interest during the year has been paid or payable under terms of MSMED Act, 2006.

⁴The Company has incurred a loss of Rs. 578.98 lacs during the year and the net worth has been fully eroded for the year under report. Considering the losses and negative net worth on account of settlement of pending arbitration cases, the management has made an assessment of its ability to continue as a going concem, The Company is continuing with its trading operations and expected to generate profits in coming years, Such aspects are considered by the management while preparing the financial statements, and an assessment of an entity's ability to continue as a going concern is made accordingly.

	of defined benefit costs


	Benefit Cost recognized in statement of Profit or

Table	Sheet in the 8:






	Cost

	Remeasurements


4	comprise amount outstanding for more than 45 days at Balance Sheet date. Based on information available with company, the balance due to micro and small enterprise as defined in MSMED Act, 2006 in current year is Rs. NIL and no interest during the year has been paid or payable under terms of MSMED Act, 2006. The Company has incurred a loss of Rs. 578.98 lacs during the year and the net worth has been fully eroded for the year under report. Considering the losses and negative net worth on account of settlement of pending arbitration cases, the management has made an assessment of its ability to continue as a going concem, The	40 None of the creditors have informed that they comprise Micro, small & Medium enterprises as defined under MSMED Act, 2006. Hence there are no creditors which
	Company is continuing with its trading operations and expected to generate profits in coming years, Such aspects are considered by the management while preparing the financial statements, and an assessment of an entity's ability to continue as a going concern is made accordingly.
> 6	Earning Per Share:	For yearended 31st March, — ended 31st 2020	For year March, 2019
(i	Weighted Average No. of Equity Shares
	Adjusted No. of Equity Shares (in Nos.)	11,270,000	11,270,000
	(ii) Equity Shares for Calculating Diluted Earnings per Share Weighted Average No, of Equity Shares (in Nos.)	11,270,000	11,270,000

	(iii) Total Comprehensive Income (iv) Earnings per share (Rs.)	(572.26)	(1,235.93)
	- Basic - Diluted	(5.08) (5,08)	(10.97) (10.97)
43.	Segment Reporting The Company is primarily engaged in the business of "Trading", which in terms of Ind AS 108 on "Operating Segments' constitutes a single reporting segment.
44.	Based upon the projection for future profits, timing difference of Fixed assets has been considered of permanent nature. Accordingly Deferred Tax Assets on fixed assets has not been recognised.

43. Segment Reporting

The Company is primarily engaged in the business of "Trading", which in terms of Ind AS 108 on "Operating Segments' constitutes a single reporting segment.

1. Based upon the projection for future profits, timing difference of Fixed assets has been considered of permanent nature. Accordingly Deferred Tax Assets on fixed assets has not been recognised.
1. Based on initial assessment, the Management does not expect any significant long-term impact on the business of the Company due to the COVID-19 pandemic . The Company has evaluated the possible effects on the carrying amounts of property, plant and equipment, inventory and receivables on basis of internal and external sources of information and exercising reasonable estimates and judgements, that the carrying

Company's liquidity position, there is no material uncertainty in meeting the financial obligations over the foreseeable future.

Previous year figures have been regrouped / reclassified wherever considered necessary

As per our report of even date attached

For VGM & CO. Chartered Accountants Firm Registeration NO.: 029823N

Sd/- Sd/- NEHA GUPTA AJAY KHANNA Partner Managing Director M. NO.: 529974 DIN: 00027549 UDIN : 20529974AAAAAD7802

Place: New Delhi VINOD RAINA

Sd/- Date: June 29, 2020 Chief Financial Officer Sd/- NISHI SABHARWAL Director DIN: 06963293

Sd/- PRABHAT TYAGI Company Secretary

BOARD OF DIRECTORS

Shri Rajiv Mehrotra Chairman & Director Shri Vinod Juneja Independent Director Shri Ajay Khanna Managing Director Shri Arun Khanna Director Shri Alok Tandon Director Smt. Nishi Sabharwal Independent Director Shri Achintya Karati Independent Director Shri Rakesh Malhotra Independent Director Registered Office Corporate Office

KEY MANAGERIAL PERSONNEL (KMP)

Shri Vinod Raina Prabhat Tyagi Chief Financial Officer Company Secretary

OFFICE

Shyam House, Plot No. 3, Amrapali Circle, Vaishali Nagar, Jaipur-302021 Tel: 91-141-5100343, Fax: 91-141-5100310 Email:[email protected]

A-60, Naraina Industrial Area, Phase-I, New Delhi-110028 Tel: No. 011-41411071-72-73 Website: www.shyamtelecom.com CIN - L32202RJ1992PLCO017750

REGISTRAR & SHARE TRANSFER AGENT

Registered Office

Indus Portfolio Pvt. Ltd.

Add: G-65, Bali Nagar, New Delhi-110015, India E-Mail : [email protected]/ [email protected] Ph.: 91-11-47671200, 47671214 Fax : 91-11-25449863 Web : www.indusinvest.com

AUDITORS

Statutory Auditors Internal Auditors

M/s. VGM & Co. M/s. Padam Dinesh & Co Chartered Accountants Chartered Accountants 43, Nehru Place, Chambers, New Delhi-110019 Pusa Road, New Delhi-110005

Address: 512-A, Chiranjiv Towers, Address: 11/6-B, IInd Floor, Shanti

AI assistant

Shyam Telecom Ltd. — Proxy Solicitation & Information Statement 2020

61870_rns_2020-09-04_af6aaa24-8914-452f-b341-78dd431b6455.pdf

Corporate Office :

Subject: Submission of Notice of 27 Annual General Meeting and Annual Report for the Financial Year 2019 - 2020

NUAL REPORT 2020. nyr N 27

SHYAM TE OM LIMITED

CONTENTS OF THE REPORT

NOTICE

SHYAM TELECOM LIMITED CIN: L32202RJ1992PLC017750 Regd. Office: Shyam House, Plot No. 3, Amrapali Circle, Vaishali Nagar, Jaipur — 302021, Rajasthan, India Ph. — 91-141-5100343, FAX — 91-141-5100310 Email Id — [email protected], Website - www.shyamtelecom.com

NOTICE OF THE TWENTY SEVENTH ANNUAL GENERAL MEETING ("AGM")

ORDINARY BUSINESS

SPECIAL BUSINESS

3. TO APPROVE THE POWER OF THE BOARD UNDER SECTION 180 (1) (a) OF THE COMPANIES ACT, 2013

4. TO APPROVE THE BORROWING POWERS TO THE BOARD UNDER SECTION 180 (1) (c) OF THE COMPANIES ACT, 2013

5. TO AUTHORIZE FOR MAKING DONATION TO BONAFIDE CHARITABLE AND OTHER FUNDS

6. TO APPROVE THE LIMITS OF LOAN / GUARANTEE / INVESTMENT BY THE COMPANY AS PER SECTION 186(3)

» TO CLARIFY THE DATE OF FINAL APPROVAL OF BOARD OF DIRECTORS FOR THE DELISTING OF EQUITY SHARES OF THE COMPANY

NOTES: -

23. Voting through electronic means

Points to be Remember:

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

Note for Non — Individual Shareholders and Custodians

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3

ITEM NO. 4

ITEM No. 5

ITEM No. 6

ITEM No. 7

ITEM No. 8

ANNEXURE TO ITEM NO. 2 OF THIS NOTICE

LIST OF DIRECTORSHIPS HELD IN OTHER COMPANIES (EXCLUDING FOREIGN, PRIVATE AND SECTION 8 COMPANIES)

e AK Skill Developers Limited

BRIEF RESUME AND AREA OF EXPERTISE

Dear Members,

FINANCIAL SUMMARY

FINANCIAL PERFORMANCE

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

SHARE CAPITAL

DIVIDEND

TRANSFER TO RESERVES

NATURE OF BUSINESS

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANY

PUBLIC DEPOSIT

COST RECORDS

INDIAN ACCOUTING STANDARD (IND AS)

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS ("KMP")

INDEPENDENT DIRECTORS' MEETING

DECLARATION OF INDEPENDENT DIRECTORS

BOARD ANNUAL EVALUATION

TRANSFER OF SHARES IN RESPECT OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY

FAMILIARISATION PROGRAMME MODULE

CODES AND POLICIES OF THE COMPANY

VIGIL MECHANISM / WHISTLE BLOWER POLICY

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

POLICY ON INSIDER TRADING

DIRECTORS RESPONSIBILITY STATEMENT

AUDITORS

AUDITORS REPORT

INTERNAL AUDITORS

EXTRACT OF ANNUAL RETURN

SECRETARIAL AUDIT

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

RELATED PARTY TRANSACTIONS

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE SOCIAL RESPONSIBILITY

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

INDUSTRIAL RELATIONS HUMAN RESOURCE AND INDUSTRIAL RELATION

NOMINATION AND REMUNERATION POLICY

CORPORATE GOVERNANCE

FINANCE AND BORROWINGS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

COMPOSITION OF AUDIT COMMITTEE

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

MATERIAL CHANGES AND COMMITMENTS

CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS

ACKNOWLEDGEMENT

For and on Behalf of the Board of Directors

Shyam Telecom Ltd. Proxy Solicitation & Information Statement 2020

NUAL REPORT 2020. ny^r ^N 27