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You can view full text of the latest Director's Report for the company.

BSE: 500108ISIN: INE153A01019INDUSTRY: Telecom Services

BSE   ` 32.92   Open: 34.63   Today's Range 32.50
34.88
-1.02 ( -3.10 %) Prev Close: 33.94 52 Week Range 17.00
52.35
Year End :2023-03 

DIRECTOR'S REPORT

To

THE SHAREHOLDERS,

MAHANAGAR TELEPHONE NIGAM LIMITED,

Dear Shareholders,

Your Directors present the 37th Annual Report of your Company together with the Financial

Statements and the Report of the Auditors as well as Comments of Comptroller & Auditor

General of India (CAG) on the Financial Statements for the Financial Year ended on March 31,

2023.

PERFORMANCE REVIEW OF MTNL FOR THE FY 2022-231. Mobile Network:

i) Launching of 4G Services in Delhi and Mumbai: DoT vide Office memorandum No.30-
04/2019-PSU affairs dated 29th Oct 2019 had informed that GoI in its cabinet meeting
held on 23-10-2019 has approved the proposal of administrative allotment of spectrum
for 4G services to BSNL and MTNL among other things so as to enable these PSUs to
provide broadband and other data services. In a modification to this decision, the Group
of Ministers (GoM) constituted on the matter of "Revival of BSNL and MTNL" approved
allocation of 4G spectrum to BSNL in Delhi and Mumbai in place of MTNL in its meeting
held on 21.12.2020. Accordingly, Mobile 4G network is being planned for roll out by
BSNL in Delhi and Mumbai.

ii) Mobile Network elements of BSNL such as OMCR, CNMC, EIR, SSTP, MNP gateway,
SPAM filter have been integrated with MTNL mobile network and are being utilized on
need basis. IOR setup for CIOR implementation is being developed by BSNL for BSNL
and MTNL both. This IOR setup is under testing by BSNL and MTNL team. MTNL DLT
platform is in the process of migration to BSNL.

2. W ireline Network:

i) Up-gradation of MPLS Network: MTNL is planning to upgrade entire MPLS network
along with the security solution to handle growing traffic needs of FTTH and 4G
networks. MPLS expansion plan includes 6 Core routers, 78 Edge routers and 150 L-3
Switches. MPLS equipment for MTNL is under procurement as a part of BSNL's Tender.
T he Purchase Order for the same has already been placed. The survey of the sites is
underway for installation of the equipment.

ii) Firewalls for Data Centre: The requirement of firewall for CGO Complex Data Centre
in Delhi, IT unit Data Centre at Minto Road Delhi as well as Prabhadevi Data Centre in
Mumbai was shared with BSNL for inclusion in its BSNL's Tender. Purchase Order for
the same has already been placed by BSNL and the Firewalls are going to be deployed
soon in the network.

iii) Deployment of Border Network Gateway (BNGs) for broadband network: Keeping
in view upgradation of Broadband Network of MTNL, a need is felt to replace old

Broadband Remote Access Servers (BRASs) with new BNGs having better capabilities.
Accordingly, the requirement of 4 BNGs was sent to BSNL for procurement through
their tender. BSNL has placed the Purchase Order for 4 BNGs and the equipment shall
be deployed in near future.

iv) Procurement of OTN: The requirement of backbone network of MTNL's transmission
system is being catered by legacy DWDM equipment. MTNL plans to augment the
backbone network by installing OTN equipment. The requirement of OTN equipment
of MTNL (5 for Delhi and 19 for Mumbai) has been included in BSNL's OTN Tender,
which is in process.

v) FTTH Revenue Share Policy: MTNL had worked out, finalized and made operational
the policy to engage partners on revenue share basis to extend its FTTx services. The
Policy has been significantly liberalized so as to attract more revenue share partners.

vi) FTTH Rollout Plan: A tender dated 22.01.2021 was floated for Procurement of GPON
based FTTH equipment in Delhi & Mumbai wherein there was provision for 494 No's
of GPON OLT & 21746 No's of GPON ONT. Instruction has been given to both the units
to issue Purchase Order on M/s Tejas Networks as per the authorization, for the most
essential quantity / immediate requirement only as per direction of CMD. Thus, a total
order for the procurement of 64 OLTs and 6000 ONTs in Delhi and Mumbai has been
placed.

vii) Procurement of Batteries and Power plants: The Power plants and batteries are the most
important infrastructural items to run network. There was immediate requirement for
replacement of 14 battery sets in Delhi and 10 sets in Mumbai. The matter was taken
u p with BSNL for procurement of batteries through their tender. Accordingly, BSNL
i s in process of placement of orders for urgent requirement of battery sets MTNL.
Requirement of Battery sets and power plants for complete network of MTNL Delhi and
Mumbai is being assessed.

3. Synergy/Integration of Networks between MTNL & BSNL: In order to reduce the CAPEX

and OPEX, several synergy/Integration items have been identified and shared with BSNL to

bring out the best possible technical solutions as given below--

i) Integration of BSNL Mobile network nodes with MTNL Mobile network: MNP Gateway,
OMC-R, CNMC, EIR, SSTP, SPAM filter of BSNL has been integrated with MTNL mobile
network.

ii) Mobile Service Billing: BSNL has placed a PO for TECH REFRESH of its Wireless billing
application wherein requirement of MTNL Wireless billing would also be catered.
Further, the procurement of servers and other hardware's for Billing is under process

i ii) Sharing of NMS for MLLN: BSNL uses an upgraded NMS with latest servers and
application version for managing MLLN network. MLLN network in BSNL and MTNL
are of same OEM i.e. M/s Infinera (earlier M/s Tellabs). Sharing of NMS will lead to
substantial saving of up-gradation cost. BSNL has placed a PO on M/s pertsol long
back on 05.08.2021 for restoring their NOC DR site and for migration and integration
of MTNL MLLN network with BSNL. However, the activities for migration of MTNL
MLLN network has not started yet.

iv) Migration of MTNL landline subscribers on BSNL IMS core through diversion of spare
LMGs from BSNL: Since, the NT switch installed in MTNL based on TDM technologies
h ave become outdated and obsolete, it was decided to migrate MTNL landline
subscribers on BSNL IMS core through diversion of spare LMGs from BSNL. MTNL had
already successfully conducted the testing of voice and data with BSNL NGN in Delhi
and Mumbai network. Orders for the diversion of about 6 lakhs LMG equipment has
been issued by BSNL for MTNL Delhi and Mumbai which are in the process of diversion
and installation at various exchange locations of Delhi and Mumbai.

v) Migration of FTTH VoIP subscribers on BSNL network: In view of obsolescence of
C-DOT IMS Core installed in MTNL's network, it was decided to shift the MTNL FTTH
voice subscribers on BSNL's Network. The migration has been completed in Delhi and
Mumbai.

vi) CRM & CDR based Billing System: Common CDR based Billing system for all fixed line
services (BB, FTTH, Landline and Leased circuit) for BSNL is under implementation
in BSNL. A decision is already there to migrate the billing for all fixed line services
o f MTNL on BSNL CDR Platform. Further, CB-CRM system presently being used for
wireless billing/IUC and MNP billing in MTNL will also be migrated to BSNL platform.
BSNL has planned the implementation of the same after the launching of 4G services in
Delhi and Mumbai.

vii) ILD for Voice & Data services: Outgoing ILD traffic of MTNL Delhi and MTNL Mumbai
is being routed through BSNL Taxes.

FINANCIAL RESULTS OF MTNL FOR THE FY 2022-23

The Standalone Financial Results of your company along with Consolidated Financial Results
for Financial Year 2022-23 is placed as an annexure to this Report.

The Standalone and Consolidated Financial highlights of your company for the Financial Year
ended March 31st, 2023 are summarized as follows:

Consolidated Result

Standalone Result

(MTNL, its Subsidiaries,

JV & Associates)

2022-23

2021-22

2022-23

2021-22

Income from Operations

861.57

1,069.72

935.23

1,149.04

Expenditures (Excluding Finance
Cost)

2,030.51

2,160.04

2,110.80

2,239.66

Operating Profit/(Loss)

(1,168.93)

(1,090.33)

(1,175.57)

(1,090.62)

Other Income

612.45

627.18

613.09

628.89

Finance Cost

2,354.26

2,139.45

2,354.38

2,139.62

Profit/(Loss) before Tax

(2,910.74)

(2,602.59)

(2,916.85)

(2,601.36)

Exceptional Items

-

-

Share of profit/(loss)in investments
accounted for using equity methods

-

1.24

1.15

Tax Provision for the Year

-

(0.50)

2.91

Standalone Result

Consolidated Result
(MTNL, its Subsidiaries,
JV & Associates)

2022-23

2021-22

2022-23

2021-22

Profit/ (Loss) for the Year from
Continuing Operations

(2,910.74)

(2,602.59)

(2,915.11)

(2,603.12)

Profit/ (Loss) for the Year from
Discontinuing Operations

-

-

Profit/ (Loss) for the Year

(2,910.74)

(2,602.59)

(2,915.11)

(2,603.12)

Other Comprehensive Income

(4.48)

(13.98)

(0.35)

(20.63)

Total Comprehensive Income for
the Year

(2,915.22)

(2,616.57)

(2,915.46)

(2,623.76)

Appropriation

-

-

Interim/ Proposed Final Dividend

-

-

-

-

Dividend Tax

-

-

-

-

Transfer to/ (from):

-

-

a) Contingency Reserve

-

-

-

-

b) Debenture Redemption Reserve

-

-

-

-

SOURCES AND APPLICATION OF FUNDS FOR THE FY 2022-23 ARE GIVEN BELOW: -

SOURCES AND USES OF FUNDS

2022-23

2021-22

2022-23

2021-22

Authorised Capital

10,000.00

10,000.00

10,000.00

10,000.00

Issued, Subscribed & Paid Up
Capital

630.00

630.00

630.00

630.00

Other Equity

(21,472.90)

(19,286.45)

(21,484.94)

(19,298.26)

Non-Current and Current
Borrowings

28,174.01

26,606.48

28,174.01

26,606.48

Deferred Tax Liability (Net)

-

-

6.60

6.99

REPRESENTED BY

Property, Plant and Equipment
(Net Block)

2,697.87

2,982.74

2,761.67

3,045.19

Capital Work in progress

59.49

73.98

59.49

73.98

Investment Property

61.75

62.09

68.03

68.62

Intangible Asset (Net Block)

1,764.31

2,097.96

1,764.31

2,097.96

Investment

106.13

106.13

3.06

3.07

Other Assets

6,945.09

6,980.73

6,987.43

7,027.92

Other Liabilities

4,303.53

4,353.62

4,318.32

4,371.54

The Company has prepared this Consolidated and Standalone Financial Results in accordance
with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS) prescribed under
Section 133 of the Companies Act, 2013.There is no revision of Financial Statements and Boards
Report of the Company during the year under review.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSE TO CARRY TO ANY RESERVES

The Company has not transferred any amount to the Reserves in the absence of any profits
during the Financial Year 2022-23.

DIVIDEND

Since there has been no operating profit, the Board of Directors of your company expresses
it s inability to recommend any dividend during FY 2022-23. However, the Company has
formulated and adopted Dividend Distribution Policy in terms of Regulation 43A of SEBI
(LODR) Regulations, 2015

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEARTO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT.

No Material changes and commitment affecting the financial position of the company occurred
between the end of the financial year to which these financial statements relate and the date of
the report. There has been no change in the nature of Business of the Company as on the date
of the report.

CAPITAL AND DEBT STRUCTURE OF MTNL

During the Financial Year 2022-23, there was no increase in the Authorized Share Capital of your
Company. The Authorized Share Capital as at March 31, 2023 of your company was Rs. 10,000
Crores comprising of 65 Crores of Preference Shares of Rs. 100 each and 350 Crores of Equity
Shares of Rs 10 each. The Paid-up Equity Share Capital as at March 31, 2023 of your company
was Rs. 630 Crores comprising of 63 Crores Equity Shares of Rs. 10 each.

During the Financial Year 2022-23, your company has neither issued any shares with differential
voting rights nor has granted any stock option or sweats equity or issued any equity shares or
preference shares or any securities which carry a right or option to convert or issue any Share
warrants.

During the Financial Year 2022-23 your company has issued following Debentures/Bonds: -

1. MTNL has issued 8.00% 61096 (face value Rs. 1000000/-) Unsecured Rated Listed Government
of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures
Series VIIA/2022 (Date of Maturity - 15-11-2032) on 15-11-2022 amounting to Rs 6109.60 Cr.

2. MTNL has issued 7.87% 27579 (face value Rs. 1000000/-) Unsecured Rated Listed Government
of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures
Series VIIB/2022 (Date of Maturity - 01-12-2032) on 01-12-2022 amounting to Rs 2757.9 Cr.

3. MTNL has issued 7.78% 16176 (face value Rs. 1000000/-) Unsecured Rated Listed Government
of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures
Series VIIC/2023 (Date of Maturity - 10-02-2033) on 10-02-2023 amounting to Rs 1617.6 Cr.

4. MTNL has issued 7.80% 3615 (face value Rs. 1000000/-) Unsecured Rated Listed Government
of India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures
Series VIID/2023 (Date of Maturity - 24-02-2033) on 24-02-2023 amounting to Rs 361.5 Cr.

5. MTNL has issued 7.75% 634 (face value Rs. 1000000/-) Unsecured Rated Listed Government of
India Guaranteed Redeemable Non-Convertible Taxable Bonds in the Nature of Debentures
Series VII E/2023 (Date of Maturity - 24-03-2033) on 24-03-2023 amounting to Rs 63.4 Cr.

The NCDs are listed on the wholesale debt market segment of BSE Limited

CREDIT RATING

CARE Ratings Limited has reaffirmed its 'CARE AAA (CE); Stable' rating on the Rs 24923.97
crore Non-Convertible Debentures of Mahanagar Telephone Nigam Limited (MTNL) vide its
letter dtd 03.11.2022. There has been no change in the rating given by CARE in last three years
i.e., 2020, 2021 and 2022. India Ratings & Research Private Limited had assigned INDAAA
(CE)/Stable on the Rs 10910 crore non-convertible debentures of Mahanagar Telephone Nigam
Limited (MTNL) vide its letter dtd 01.02.2022.

ASSET MONETIZATION IN MTNL DURING FY 2022-23

MTNL had taken up its asset monetization programme through Department of Investment
and Public Asset Management (DIPAM) in accordance with the Cabinet decision on revival
of MTNL. DIPAM appointed International Property Consultant (IPC) for 5 land parcels and
398 quarters of MTNL and out of these properties, two properties reached to auction stage.
Meanwhile, work of asset monetization had been transferred from DIPAM to Department of
Public Enterprise (DPE) and the Inter Ministerial Group (IMG) decided to annul the auction
process /bids received. A company National Land Monetization Corporation (NLMC) has
been setup by DPE to undertake monetization of assets of CPSEs. Now, MTNL has submitted
3 assets of value more than Rs 100 Cr to DoT/NLMC for monetization. MTNL has also initiated
monetization process for properties of value less than Rs 100 Cr, which shall be monetized by
MTNL through Board of Directors and/or GoM approval and has identified 6 properties of
value less than Rs 10 Cr and 5 properties of value more than Rs 10 Cr and up to Rs 100 Cr range.
Valuation & legal due diligence have been completed. These proposals are in different stages of
approval. Appointment of Transaction Advisor and auctioning agency are also under process
in parallel. In addition to this, efforts are also being made for renting out spare-able office spaces
to various Government Departments/PSU/Banks and other eligible organizations & MTNL has
generated revenue of Rs 434 crs from renting of properties and Rs 54 crs from renting of towers
in the Financial Year 2022-23.

PROCUREMENT DONE BY MTNL DURING FY 2022-23 (Rs. In Crores))

Sl. No.

PROCUREMENT DURING FY 2022-23

(Rs. in Crores)

1.

Total Procurement during the year

63.6076

2.

Annual Procurement from Micro and Small Enterprises (MSEs)

50.2898

3.

Annual procurement from MSEs owned by SC/ST Entrepreneurs

0.3038

4.

Annual procurement from MSEs owned by Women Entrepreneurs

1.9800

5.

Annual Procurement from GeM

10.18

6.

Annual Procurement from MSEs on GeM

10.12

REVIEW OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial
statements of the Company and its subsidiaries, associates and joint ventures, prepared in
accordance with the relevant Accounting Standard specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant
to the provisions of the said section, a statement containing the salient features of the financial
statements of the Company's subsidiaries, associates and joint ventures in Form AOC-1 is given
in this Annual Report. At present there is no material subsidiary company of MTNL, within the
meaning of the Companies Act, 2013 / SEBI (LODR), 2015.

During the year under review, there has been no change in the nature of the business of the
Subsidiaries.

During the period under review, no Company has become or ceased to be Subsidiary, Associates
or Joint Venture of the Company

The Policy on Material Subsidiary has been approved by the Board and the same may be accessed
on the Company's Website at the link: http://mtnl.in/policy materialsubsidy.pdf

Performance highlights of Subsidiaries, Associates and Joint Venture Companies during FY

2022-23 are briefly given as under: -

SUBSIDIARIES(I) MAHANAGAR TELEPHONE (MAURITIUS) LTD. (MTML) (A WHOLLY OWNED
OVERSEAS SUBSIDIARY

MTML is a 100% owned subsidiary of MTNL in Mauritius. The company is having license
for Mobile Services, International Long Distance (ILD) Services and Internet Services. In
a small Island country having a population of around 12.5 Lacs only and having Mobile
Tele-density of more than 150%, MTML has been able to successfully position itself with
Customer Centric Services. With patronage of more than 4,00,000 customers, MTML is able
to compete well in a saturated telecom market. MTML is offering Mobile Services on latest
state of the art technology having 4G (LTE) Services covering more than 90% of the total
population and 2G/3G Network all over the Island. With increased coverage of high speed
data services on 4G and migrating more and more subscribers to its 4G network, MTML
customers are now generating more than 1700 TB of data every month. Data download
has increased by more than 35% during the financial year 2022-23.MTML became the first
operator in Mauritius to launch e-SIM Service which has helped it in acquiring higher ARPU
customers. MTML has also acquired licence for 5G Services in Mauritius recently. Action
on procurement of equipment has been started and it is expected to launch 5G Services in
commercially important areas in due course. MTML has established its own brand CHILI
in the Republic of Mauritius as trusted total telecom service provider. With more than 265
BTSs operating across the island, the quality of service is to the satisfaction of customers.
Co-location with other telecom providers for mobile network has also started opening a new
source of revenue for the company. MTML has been introducing innovative tariff packages
to match current market dynamics with the state of art technology and is quite popular
especially among youth. MTML has also diversified into retailing of Smartphones and the
business has picked up well during past two years. During 2022-23, total Smartphone Sales
reached nearly MUR 40 Million. All the expenses of the company are paid from its own
internal resources. The CAPEX for procurement of equipment is met from its own internal
resources. MTML is operating from its own building, constructed from internal resources,
situated in Cyber City, Mauritius which is considered to be the heart of IT hub in Mauritius.
There is no debt liability on the Company. The company is managed by CEO/CFO and 10
more officers, all on deputation from the parent company. Other operations are managed
through local outsourcing. During the financial year under report, MTML has incurred a
loss of Rs 3.71 crore as against a profit after tax of Rs 0.26 crore last year.

(II) MILLENNIUM TELECOM LTD. (MTL) (A WHOLLY OWNED INDIAN
SUBSIDIARY)

Millennium Telecom Ltd. (MTL): a wholly owned subsidiary of Mahanagar Telephone
Nigam Limited, a Government of India CPSE, registered office in New Delhi. MTL was
incorporated in February 2000. ICT related Services being offered by MTL include Cloud
services, Wi-Fi solution; project one-governance, Managed services, Turnkey ICT solution,
GIS based services, capacity building and skill development etc. MTL earned a net profit
of Rs. 31.77 lakhs for the period ending 31st March 2023. MTL has also declared a dividend
of Rs 14.38 Lakhs, which amounts to 5% of paid up capital. MTL's customer list includes
Air India, Uttarkhand Government, J & K Government, Central University-(Mahendragarh)
Haryana, UP Building and Other Constructions Workers Welfare Board (UP BOCWWB),
Lucknow, Thane Municipal Corporation CIDCO, Film Division of India, Insurance Institute
of India etc. MTL is also expanding its portfolio of service for providing generalized as
well customized solutions to suit government and semi government institutions. MTL has
empanelled Business Development Associates (BDAs) for 10 years through EOI. MTL has
around 21 empanelled Business Development Associates (BDAs) for innovative projects in
ICT related fields. During the financial year under report, MTL has registered a profit after
tax of Rs 31,76,964 /- as against a profit after tax of Rs 19,78,963/- last year

JOINT VENTURE(i) MTNL STPI IT SERVICES LTD. (MSITSL)

MTNL STPI IT SERVICES LTD (MSITSL) is a 50:50 Joint Venture company of Mahanagar
Telephone Nigam Limited (MTNL) and Software Technology Parks of India (STPI). MSITSL
was incorporated on 31/03/2006 under the Companies Act, 1956, with authorized Capital of
Rs. 50 Crores. In order to implement one of its core objectives, MSITSL has established the
physical infrastructure of Tier III Data Center at Chennai on space taken on lease basis from
STPI. The Data Center has server farm area of around 3500 sq. ft. and the total investment
made in this regard is of Rs.477 lakhs. This Tier III Data Center is maintaining 99.98% uptime
on 24X7. The commercial operation of the Data Center commenced in 2009. At present, the
following are our prime customers who have co-located server/storage/network racks of
their functions and operations in the MSITSL Data Centre:

• The Ministry of External Affairs (MEA) has hosted Passport Seva Project at MSITSL Data
Center through M/s TCS.

• The Directorate General of Employment & Training (DGE&T) in Ministry of Labour&
Employment has hosted National Career Project through STPI at MSITSL Data Centre.

• M/s Repco Bank Ltd and its associates such as Repco Microfinance Ltd and Repco Home
Finance Ltd have co-located server racks for banking/finance operation.

MEA approached MSITS for hosting PSP 2.0 at MSITS DC Chennai through TCS. In this
regard, MSITS has installed non-computing infrastructure in the vacant area and established
server farm area and handed over to TCS on 31.01.2023 for co-locating PSP 2.0. Thereafter,
TCS has co-located 13 numbers racks and commenced PSP 2.0 in FY 2022-23. The revenue
of the company has been increasing year after year from the date of its commercialization
in 2009. The company has earned Rs. 7,14,49,910/-as revenue from operations for FY 2022¬
23 as against Rs. 6,88,29,548/- for FY 2021-22.

(II) UNITED TELECOMMUNICATIONS LTD. (UTL), NEPAL

UTL is J.V. Company of MTNL which consists of TCL, TCIL, NVPL (Nepal) & MTNL. The
company provides Mobile/ILD/data services in Nepal. At present MTNL is holding 26.68%
of Equity in UTL. The company has not been performing well for the last few years. It has

huge losses. The Customer base has also reduced. It is not able to pay the statutory dues like
Royalty Fees, BTS site charges, and other dues to the Govt. of Nepal. The company does not
have resources to clear outstanding. They have sought Equity/ Loan participation by its JV
partners but MTNL, TCIL & TCL all the Indian JV partners have decided not to contribute
any amount towards its Share Capital or Loan. All the Indian JV Partners have decided to
exit from the JV and have exercised their Right to exit, on January 30, 2018 at par value.
Notice of exit (Sale of our share in JV Company) was given on 30.01.2018 and was required
to be accepted within 3 months i.e., on or before 30.04.2018 but so far, the same has not been
given effect by the UTL/NVPL. Now, MTNL along with other Indian JV Partners are taking
legal opinion on various options available to them for exit from UTL, which are: Reminder
to implement the exit right already exercised and to hold board meeting for consideration
of all such issues including the going concern status of the company, Sale of shares to NVPL
viaexerciseof Exit Right
, Sale of shares to a third-party buyer(s) and Liquidation etc.

DETAILS OF SYSTEM STATUS FOR THE FINANCIAL YEAR 2022-23 (AS ON 31st MARCH,
2023)

Your Company has the following equipped and used capacity of Landline, GSM, Broadband
etc. as on 31st March, 2023: -

S. No.

Parameters

MTNL Delhi

MTNL Mumbai

MTNL Total

1

Number of Switches

288

339

627

2

Details of Capacity

2a

Fixed Phones

2013129

2464710

4477839

2b

GSM (Mobile)

1900000

2800000

4700000

2c

Broadband Capacity (in Ports)

788736

845020

1633756

3

DELs (including Fixed-Line,
GSM, Broadband & FTTH)

1887392

2174502

4061894

3a

Land Line

781605

1264742

2046347

3b

GSM (Mobile)

861619

660482

1522101

3c

Broadband Subscribers

215487

227240

442727

3d

FTTH Subscribers

28681

22038

50719

4

ISDN

6629

8,241

14870

5

DLC (No.)

30

32

62

6

Tax Capacity

80000

115200

195200

7

Tandem Capacity

215500

331240

546740

8

Optical Fibre Cable

8a

OFC in Route Kms

9522.778

10193.238

19716.016

8b

OFC in Fibre Kms

312492.210

327717.035

640209.245

9

Leased Circuits

8825

12313

21138

HUMAN RESOURCE DEVELOPMENT

The Company attaches the highest priority to the quality of intellectual capital at its disposal
and believes that knowledge and skills of its employees are the key to achievements of its
corporate mission. It has sound recruitment policy and comprehensive training system. During
the past one year, our company has laid greater emphasis on Human Resources Development.
We have been devoting substantial resources on building a skilled workforce that has capability
to counter threats posed by ever changing customer base. The Company has been conducting
various training and development activities which apart from reorienting the employees towards
the greater organizational purpose are also focusing on eliminating any skill gap and technical
obsolescence. The management's view on training is one of development of employee's overall
personality and enabling them in becoming a vital productive resource.

TRAINING ACHIEVEMENTS

At present, MTNL has its two in house state of the art training centers, one located in New Delhi
and another at Mumbai. The details of the achievement of training centers at Delhi and Mumbai
are given below:

(I) THE INSTITUTE OF TELECOM, TECHNOLOGY & MANAGEMENT (ITTM),
NEW DELHI

The Institute of Telecom Technology and Management, ITTM, Shadipur, New Delhi is a state
of the art training center of MTNL, Delhi engaged in imparting induction training and short
duration training to its officers and employees in the field of Telecom, IT, Computer System
and Management. ITTM has the necessary infrastructure, technical and academic competence
and excellence for providing training in specialized courses in the field of GSM, Broadband
Technology, Switching, Transmission, External Plant, IT, Computer System, Management
and various wellness and Life Style Management subjects comprising of Motivation, Positive
Thinking, Stress Management and cyber security, RTI. In addition to this, ITTM also conducts
Industrial Training and Visits for students from Engineering Colleges and Various Schools of
India. ITTM conducts regular executives upgradation training for financially upgraded executives
from E2 to E7 cadre (E2-E3, E3-E4, E4-E5, E5-E6, E6-E7) in core competency (Telecom, Civil,
Finance, Electrical, HR/Marketing/CS/Legal) and management module of one week duration
each. From April 2022 to March 2023, total 474 executives have undergone up-gradation training
and awareness programs. Total 81 Graduate engineering students have undergone Industrial
Visit during period April 2022 to March 2023.

Details of ITTM's achievements during financial year 2022-23 are as follows:

S.No.

Mode of training

Name of programs

Number of
training programs

Number of
trainees trained

E-mode

Financial up-gradation

06

35

Off-line

Financial up-gradation

32

321

General awareness programs
like RTI/Cyber Security/Yoga

9

69

Classes on topics like FTTH /
OFC /Excel

6

49

Industrial Visit

2

81

(II) CENTRE FOR EXCELLENCE IN TELECOM TECHNOLOGY & MANAGE¬
MENT (CETTM), MUMBAI

The Centre for Excellence in Telecom Technology & Management (CETTM), an ISO 9001:2015
certified institute, is situated at Technology Street, Hiranandani Gardens, Powai, Mumbai.
CETTM's achievements during financial year 2022-23 are as follows: CETTM has conducted
various short duration Technical as well as Management related courses for MTNL employees
on need basis to improve MTNL business and services. CETTM successfully conducted in all
21 training programs and trained 181 in-house personnel achieving a figure of 181 Trainee
days. Total 1727 number of students in 79 batches from 32 different Engineering/Polytechnic
Colleges took part in the "Industrial Visit Programme" at CETTM in the year 2022-23.
CETTM is suiting up to conduct classroom mode trainings with foreign ITEC batches from
June-2023 subject to all the Government SOPs and guidelines time to time. CETTM has
generated total revenue of Rs. 24.84 Cr during the F.Y.2022-23 with an increase of 25% as
compared to Rs. 19.82 Cr revenue in F.Y.2021-22. CETTM continues to be the first choice for
conducting training courses, interviews, workshops, seminar etc. by our esteemed clients.
Top clients include LIC, IITM, IITB, Informist, Hare Krishna Movement, etc. CETTM has
leased additional 70 hostel rooms & 3rd floor (6868 Sq.Ft) of academic building to MNLU in
the F.Y.2022-23. Proposals of leasing 50 more hostel rooms to MNLU and leasing of entire 5th
floor (approx 14000 Sq.Ft) to BIS are in pipeline. CETTM started leasing of its infrastructure
on short duration basis for the shooting of web series, films by prominent production houses
and generated substantial business this year. Further avenues of generating revenue through
other production houses are also under process.

(II) IMPLEMENTATION OF MISSION KARMAYOGI IN MTNL

DoT vide letter dated 16.09.2022 had conveyed that in September 2020, Government of
India has launched Mission Karmayogi, a National Programme for Civil Services Capacity
Building (NPCSCB). The programme aims at building a future-ready civil service with the
right attitude, skills and knowledge, aligned to the vision of New India. It also aims to prepare
Civil Servants for the future by making them more creative, constructive, imaginative,
proactive, innovative, progressive, professional, energetic, transparent and technology-
enabled. The Mission envisages a comprehensive reform of the capacity building apparatus
at the individual, institutional and process levels for efficient public service delivery. The
capacity building will be delivered through iGOT Karmayogi Digital Platform. This platform
will act as a launch-pad for the NPCSCB.

Accordingly, the roadmap for implementation of Mission Karmayogi in MTNL was conveyed
to DoT. Under Mission Karmayogi, MTNL Corporate office has issued the FRACing Units
in MTNL. In this regard assistance is being taken from BSNL for completion of FRACing
exercise in MTNL. 10 officers each from MTNL, Delhi/MTNL, Mumbai would be undergoing
training at ALTTC, Ghaziabad under Mission Karmayogi. These 20 nominated officers after
undergoing training under the BSNL Master Trainer will further train the non-executives in
MTNL. A Consultative workshop-iGOT Karmshala organized by Karmayogi Bharat, DoPT
was held on 2nd May, 2023 at Vigyan Bhawan which was attended by officers from MTNL.
All employees of MTNL will undergo training at iGOT platform.

INDUSTRIAL RELATIONS

Industrial peace and Industrial harmony is based on healthy Employee Relations and like the
previous year, employee relations remained cordial throughout the year. The grievances/ issues
raised by the Employees/ Unions /Associations were given due attention and regard. The cases/
issues brought up by them were settled through regular meetings and interactions between
Management and Unions/Associations and action, as mutually agreed, was taken to settle them.

EMPLOYEES' WELFARE

1. Employees Welfare Schemes like subsidized Canteen, Housing, Medical facilities, Group
Insurance etc. continued and maintained by the Company for its employees. Sports and
Cultural activities were also given priority during the year.

2. Married/unmarried female employees with less than two surviving children are entitled to
maternity leave for a period of 180 days on the production of medical certificate from an
authorized medical officer. During the period of such leave, the female employees are paid
leave salary equal to the pay drawn immediately before proceeding on leave.

3. OPD reimbursement has been enhanced and working spouse has been included in OPD.

4. In view of ongoing pandemic situation due to COVID-19, and for providing relief to the
employees and their families, the ceiling for outdoor medical claim in a financial year has
been increased to 10 days salary (Basic IDA) as on 01.04.2020.

5. Changeover of Contributory Group Health Insurance Scheme for retirees to CGHS- After
pursuance of MTNL with DoT, Ministry of Health issued instructions to CGHS for enrolment
of MTNL retirees (drawing Govt. Pension) in the CGHS. To facilitate the same an incentive
is being provided to the retirees concerned. As on date, approximately '18162' retirees in
MTNL have benefited from this scheme.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

In Mahanagar Telephone Nigam Limited (MTNL), more and more correspondence in Hindi,
office work in files/e-files, computers, compliance of bilingual provisions related to all items
of the official work at Head Office (Corporate Office) as well as Delhi and Mumbai Units and
area GM offices, Telephone Exchanges under those Units was emphasized in compliance with
the Official Language Policy. Thereby, prompt efforts were done towards attaining the national
goal of doing official work in Hindi, the Official Language. Towards this, compliance of the
provisions of Official Language Policy and directions of the Department of Official Language
and Department of Telecommunications, issued from time to time, by holding the quarterly
meetings, inspections, workshops-training, bilingual versions & updation of the main website
as well as websites of the Units etc. more and more use of Official Language by officers and
officials was emphasized.

IMPLEMENTATION OF RESERVATION POLICY FOR SC/ST/OBC/PHYSICAL
CHALLENGED AND ECONOMICALLY WEAKER SECTION

The Company has endeavored to fulfill all the statutory requirements with regard to
implementation of reservation policy for candidates to SC/ ST/ OBC communities as well as
Physically Challenged and Economically Weaker Section candidates.

IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted an internal Committee to look into the complaints on Prevention,
Prohibition & Redressal of Sexual Harassment of Women at workplace and matters connected
therewith or incidental thereto covering all aspects as contained in the Sexual Harassment of
Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. During FY 2022-23 one
case was received and which was resolved.

WORKING CONDITIONS OF WOMEN EMPLOYEES

We are continuously striving towards gender sensitization amongst our employees. Special care
has been taken in case of woman employees in night shifts. Also to redress the issues of Sexual
Harassment at workplace, special cells have been constituted

MANPOWERSTATUS

As on 31st March, 2023, the total strength of employees including SC/ST & OBC Category
working in the company as per details is given below: -

Group

Working

SC

ST

OBC*

A

211

51

23

22

B

1001

182

43

193

C

1473

329

27

79

D

880

279

19

47

TSM

2

-

-

-

Grand Total

3567

841

112

341

*At the time of formation of MTNL in April 1986, all employees of DoT were transferred to MTNL
on as is where is basis. The Group 'C' and D' employees were absorbed in MTNL in the year 1998,
whereas Group 'B' officers were absorbed in the year 2000. In subsequent years, some of Group 'A' officers
were absorbed in MTNL. At the time of recruitment by DoT and absorption in MTNL, maintaining of
separate data for OB C category was not mandatory, therefore, the data for OBC officials/officers was not
maintained. It is further submitted that OBC employees were not identified at the time of absorption. They
were absorbed in MTNL on “as is where is" basis.

TOTAL NO. OF EMPLOYEES (MALE & FEMALE) AS ON 31.03.2023

Total (A)

Male

Female

No. (B)

% (B/A)

No. (C)

% (C/A)

3567

2863

80.26

704

19.74

Total (A)

Male

Female

No. (B)

% (B/A)

No. (C)

% (C/A)

3567

21

0.59

3

0.08

Turnover rate in FY 2022-23

Male

Female

Total

Permanent Employees

21

4

25

MECHANISM AVAILABLE TO RECEIVE AND REDRESS GRIEVANCES FOR THE
EMPLOYEES

MTNL has its own Grievance Redressal Procedure for employees. Management of the Company
believes in the philosophy of an Open Door Policy in the matter of redressal of employee
grievances. An aggrieved employee can approach his/her Departmental Head or the concerned
officer of the Personnel Department (including the Head of the Personnel Department) and
discuss his/her grievance. Best efforts are made to enable prompt actions on the issues raised
by the employee. The objective of the Grievance Redressal Procedure is to provide an easily
accessible machinery for settlement of grievances, and to adopt measures as would ensure
expeditious settlement of grievances, leading to increased satisfaction on the job and resulting
in improved productivity and efficiency of the organization.

MECHANISMS TO PREVENT ADVERSE CONSEQUENCES TO THE COMPLAINANT IN
DISCRIMINATION AND HARASSMENT CASES

To prevent adverse consequences to the complainant in discrimination and harassment cases,
MTNL has appointed concerned Liaison Officers and constituted Committees

COMPLIANCE OF MTNL WITH RIGHTS OF PERSONS WITH DISABILITIES ACT, 2016

MTNL complies with provisions of Rights of Persons with Disabilities Act, 2016 to protect
the interests of persons with disabilities. Reservation is provided as per GoI instructions in
direct recruitment for Persons with Benchmark Disabilities. Separate 100 point vacancy based
reservation roster register is maintained for determining/effecting reservation for the Persons
with Benchmark Disabilities. Relaxation in age limit and standards of suitability (as applicable)
is given to persons with disabilities. Liaison Officers for PwD have been appointed to look after
reservation matters and to ensure compliance of instructions of the Act.

MEASURES TAKEN BY MTNL TO ENSURE A SAFE AND HEALTHY WORK PLACE

1. In order to ensure a safe and healthy workplace, requisite security measures, installation and
maintenance of fire extinguishers and housekeeping measures have been taken in MTNL.

2. MTNL being an essential service provider of telecom services, MTNL has been scrupulously
following COVID prevention and management guidelines for all its stakeholders like social
distancing, wearing of masks, and frequent hand sanitization.

3. Proper cleaning and frequent sanitization of workplace particularly of frequent touched
surfaces at regular intervals has been ensured.

4. Downloading and updating of Aarogya Setu app has been made mandatory.

5. Quarantine Leave has been provided for employees whose family members have been
infected with COVID.

6. For employees and their family members requiring hospitalization due to COVID, Group
Health insurance coverage upto Rs.6 Lakhs is being provided under Group Health Insurance
Scheme.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been suffering losses for the last few years and hence. The provisions of Section
135 of the Companies Act, 2013 are not applicable. However, the company has constituted a CSR
Committee and also formed a CSR Policy in compliance with the provisions of the Companies
Act, 2013 and DPE Guidelines on the subject. MTNL is undertaking non funding CSR activities
like sending SMS to the public for spreading awareness on spread of COVID 19, awareness on
Swachh Bharat, Pulse Polio, other moves of the Government, etc. For details regarding the CSR
Committee, please refer to the Corporate Governance Report, which forms part of this Report.
The CSR Policy is available on the website of the company https://mtnl.in/csr_2014.pdf

VIGILANCE

The vigilance wing of MTNL is headed by Chief Vigilance Officer. At present, Smt Shefali
Swaroop, (IFS) CVO DoT is in additional charge of CVO, MTNL. CVO is responsible for
complete vigilance administration in MTNL. During the year 2022-23, emphasis was laid
on preventive vigilance and to enhance the awareness of transparency and accountability in
working by carrying out various types of field inspections. Further, training program / seminars
on vigilance matters/complaints handling and disciplinary proceedings have been conducted
during the year for the employees to make the participants understand the conduct rules of
MTNL, procedure for handling departmental proceedings and improve their working efficiency.
As per CVC instructions, the Vigilance Awareness Week was observed from October 31st, 2022
to November 6th, 2022 with the theme ” WTffR kd - R^fffd ffkd" ' Corruption free India

for a developed Nation'

As a precursor to Vigilance Awareness Week 2022, Preventive Vigilance cum internal
housekeeping activities was taken up w.r.t Property Management, Management of assets,
Record Management, Technological initiatives, updation of guidelines/circulars and disposal of
complaints. During this week, various activities like administering of integrity pledge, release
of information booklet on the Vigilance & Disciplinary matters, Preventive Vigilance and other
general conduct (Do's & Dont's) among the employees of MTNL was distributed. Also various
programmes such as seminars, workshops, essay, poster as well as Quiz competitions were
organized during Vigilance Awareness Week.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has in place a robust Vigil Mechanism for reporting genuine concerns through
the company's Whistle Blower Policy. The Policy on Whistle Blower may be accessed on the
Company's Website at the link: http://mtnl.in/whistleBlowerPolicy.pdf . The Company promotes
ethical behavior in all its business activities and has put in place a mechanism for reporting
illegal or unethical behavior as defined under Regulation 22 of SEBI (LODR) Regulation, 2015.
Under the Whistle Blower Policy, the employees are free to report violations of applicable laws
and regulations and the Code of Conduct to the Chairman of the Audit Committee. During the
year under report, no employee was denied access to the Audit Committee.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

There are no significant and material orders passed by the Regulators/Courts/Tribunals that
would impact the going concern status of the Company and its future operations. Kindly refer
Note no 50 of Standalone financial statements pertaining to contingent liabilities, pending
litigations etc.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

As company has not done any one time settlement of loans from the banks or financial institutions
during the year under review, hence no disclosure is required.

INTEGRITY PACT PROGRAME WITH TRANSPARENCY INTERNATIONAL INDIA

MTNL has signed a Memorandum of Understanding (MoU) with Transparency International
India (TII) for implementing an Integrity Pact Programme (IPP) focused on enhancing
transparency in its business transactions, contracts and procurement process. Under this MoU,
MTNL is committed to implementing the Integrity Pact in all its major procurement and work
contract activities. The Integrity Pact has strengthened the established system and procedures
by creating trust in various stakeholders. Two Independent External Monitors (IEMs) being
persons of eminence nominated by the Central Vigilance Commission (CVC), to monitor the
activities. As on 31.03.2023, Smt. Rashmi Goel, IRAS (Retd) and Shri Bibhuti Bhushana Mishra,
IPS (Retd.) are acting as IEMs of MTNL.

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

The provision of Section 134(m) of the Companies Act, 2013 do not apply to the Company as
your Company is a service provider. The total foreign exchange earning was Rs. 4.45 Crore and
the total foreign exchange expenditure was Rs. 1.39 Crore
.

ENTERPRISE RISK MANAGEMENT

The Board of Directors of the Company has formed a Enterprise Risk Management Committee
to frame, implement and monitor the risk management plan for the Company. The Committee
is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit
Committee also has additional oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. The development and implementation of Risk Management Policy
has been covered in the Management Discussion and Analysis Report as required in terms of
SEBI(LODR) Regulations, which forms part of this Report.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under report, the Board of Directors of your Company met Four times during
the Financial Year 2022-23. The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013 & the Listing Regulations i.e. the maximum interval
between any two Board Meetings did not exceed 120 (One hundred and twenty) days. Details of
Board Meetings and Directors attending the same are given in the Corporate Governance Report

forming part of this Report. At these meetings, the Board held intensive discussions on the
budget, important financial transactions and various steps to face the impending competition
from private operators both in Basic Telephone Service, Cellular Mobile Telephone and other
value-added services.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF
DIRECTORS AND THEIR REMUNERATION

MTNL being a Government Company, the appointment and the terms and conditions of
appointment (including remuneration) of the Whole-Time Directors are decided by the
Government of India. However, the Board has constituted a Nomination & Remuneration
Committee. The Government Nominee Directors do not get any remuneration from the
Company. The Independent Directors are being paid sitting fee of Rs. 10,000/- for attending
each meeting of the Board or Committee thereof. They are reimbursed travel expenses & hotel
expenses on this account, if any in addition to the sitting fees. Details of remuneration paid to
the Whole time Directors and KMP as well as sitting fees paid to Independent Directors for the
year under review are given in the Corporate Governance Report which is attached as annexure
to this report.

PERFORMANCE EVALUATION OF DIRECTORS

Ministry of Corporate Affairs (MCA), through General Circular dated 5th June, 2015, has
exempted Government Companies from the provisions of Section 178 (2) of the Companies
Act, 2013 which provides about manner of performance evaluation of Board of Directors,
Committee of Board of Directors and Director by the Nomination and Remuneration Committee.
The aforesaid circular of MCA further exempted listed Govt. Companies from provisions of
Section 134 (3) (p) of the Companies Act, 2013 which requires mentioning the manner of formal
evaluation of its own performance by the Board and that of its Committees and Individual
Director in Board's Report, if directors are evaluated by the Ministry or Department of the Central
Government which is administratively in charge of the company, or, as the case may be, the State
Government as per its own evaluation methodology. Now, MCA, through Notification dated
05.07.2017, has amended Schedule IV of the Companies Act, 2013 with respect to performance
evaluation of directors of the Government Companies that in case of matters of performance
evaluation are specified by the concerned Ministries or Departments of the Central Government
or as the case may be, the State Governments and such requirements are complied with by
the Government companies, such provisions of Schedule IV are exempt for the Government
Companies. Similar exemption has been requested by PSUs wing of CII from SEBI under the
SEBI LODR for all PSUs. In this regard, Department of Public Enterprises (DPE) has already laid
down a mechanism for performance appraisal of all functional directors. DPE vide its Office
Memorandum No. 9(14)/2009-GM-Part-3-FTs-9036 dtd. 30.05.2022 has intimated MTNL that
assessment of performance of Non-official Directors/Independent directors is to be done on
annual basis from now onwards. Your Company enters into a Memorandum of Understanding
(MOU) with Government of India each year, demarcating key performance parameters for
the Company. The performance of the Company and Board of Directors are evaluated by the
Department of Public Enterprises vis-a-vis MOU entered into with the Government of India.

TRANSFER OF FUNDS/SHARES TO THE INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Your Company has not declared dividend from FY 2009-10 onwards, hence provision of transfer
of unclaimed dividend and shares as per IEPF Rules is not applicable to your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under report, the Company has not entered into any Material Transaction with
any of its related parties. The Company's major Related Party Transactions are generally with
its subsidiaries and associates. All Related Party Transactions, if any, were in ordinary course
of Business and were negotiated at an Arm's Length basis and they were intended to further
the company's interest. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of Companies Act, 2013 in Form AOC-2 is not applicable. Web link
for Policy on Materiality of Related Party Transactions and also on dealing with Related Party
Transactions has been provided in the Report on Corporate Governance which forms part of
Annual Report. Details of Related Parties and transaction with your Company are given in
Notes to the financial statement which is a part thereof. Pursuant to Regulation 23(9) of SEBI
(LODR) Regulations, your company has filed the reports on Related party Transactions with the
Stock exchanges on Half yearly basis.

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

During the Year under report, there was no loan or Guarantee given or investments made by the
MTNL under Section 186 of the Companies Act, 2013.

DETAILS OF MONEY ACCEPTED FROM DIRECTOR

During the period under review the Company has not accepted money in the form of unsecured
loan from the director or relative of the director of the Company

CORPORATE GOVERNANCE

Your company has complied with the Corporate Governance requirement under the Act, Listing
Regulations and the relevant guidelines issued by Department of Public Enterprises (DPE). Your
company is also complying with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI). A Certificate from M/s Mritunjay Shekhar & Associates,
Practising Company Secretaries, regarding compliance of conditions of Corporate Governance as
stipulated under Schedule V (E) of SEBI (LODR), 2015 for the FY 2022-23 and Annual Secretarial
Compliance Report for the FY 2022-23 pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019
dated 8th February, 2019 has also been obtained from M/s Mritunjay Shekhar & Associates,
Practising Company Secretaries are also placed at Annexure to this Report. Further, a separate
section on Corporate Governance is also placed as annexure to this report.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of the Company Secretaries of India and
such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As provided under Section 92 of the Act and rules framed thereunder the extract of Annual
Return in Form MGT-9 is given as Annexure which forms part of this report. In compliance with
Section 134 (3) (a) of the Act, an extract of Annual Return for the FY 2022-23 is also uploaded on
MTNL Website and can be accessed at www.mtnl.net.in.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS
ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

In accordance with the MCA and SEBI Circulars and to ensure compliance of Green Initiative,
your Company has sent various documents including Notice of the 37th AGM, Audited Financial
Statements, Directors' Report, Auditors' Report for the F.Y. 2022-23 etc. to its Shareholders and
Debenture holders only in electronic form, at the e-mail addresses provided / registered by
members and made available to us by the Depositories (NSDL/CDSL). The members are advised
to update by registering changes, if any, in their e-mail address, with the concerned Depository
Participant.

Your Company shall also display full text of Notice of 37th AGM & Annual Report 2022-23 at its
website http://mtnl.in/annual.html. Your Company looks forward towards active participation
of Shareholders in this "Green Initiative" and requests all Shareholders, who have not so far
supplied their e-mail addresses, to give the same at the earliest. There will be no dispatch by
Post of Notice of 37th AGM and Annual Report 2022-23 to Shareholders and Debenture holders
having no email ids in compliance with Circulars of MCA and SEBI.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors to the best
of their knowledge and belief confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit or loss
of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis and

(e) the directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating efficiently.

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company had maintained, in all respects, adequate internal financial controls over financial
reporting and such internal control over financial reporting were operating effectively during
the Financial Year 2022-23, based on the internal control over financial reporting criteria
established by the Company considering the essential components on 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). Report on the Internal Financial Control
under Section 143(3)(1) of the Companies Act, 2013 for the FY 2022-23 is attached as annexure to
the Independent Auditors Report which is part of the report.

FIXED DEPOSITS

Your Company has not invited/ accepted any fixed deposits under Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year and, as
such, no amount of principal or interest was outstanding as on the Balance Sheet date on this
account.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The provisions of Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your
Company as being a Govt. Company.

BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015, the Securities and
Exchange Board of India ('SEBI'), in May 2021, introduced new sustainability related reporting
requirements to be reported in the specific format of Business Responsibility and Sustainability
Report ('BRSR'). BRSR is a notable departure from the existing Business Responsibility Report
and a significant step towards giving platform to the companies to report the initiatives taken
by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000
listed companies, based on market capitalization, to transition to BRSR from FY2022-23 onwards.
Accordingly, we are glad to present our inaugural BRSR for FY2022-23 part of Annexure to this
Report.

STATUTORY AUDITORS

M/s SPMG & Co., Chartered Accountants and M/s SCV & CO., LLP, Chartered Accountants
have been appointed as Joint Statutory Auditors of your Company by the Comptroller and
Auditor General (CAG) of India for the Financial Year 2022-23 and the Board has already ratified
their appointment on 14.11.2022.

COST AUDITORS

M/s R. M. Bansal & Co., Cost Accountants have been appointed as Cost Auditors of your
company for carrying out audit under Section 148 of the Companies Act, 2013, for the cost
records as maintained under Section 209(1)(d) of Companies Act,1956 and as notified under: (i)
Cost Accounting Records (Telecommunications) Rules,2002 & (ii) Cost Audit Rules,2001 for the
FY 2022-23. The Cost Audit Report alongwith the Annexures for the Financial Year 2021-22 have
been submitted to the Central Government in the Form CRA 4 in XBRL format on MCA Portal
on 18.10.2022.

SECRETARIAL AUDITORS

Your Company has appointed M/s R. P. Sehgal & Associates, Practising Company Secretaries,
to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial
Audit Report of M/s R. P. Sehgal & Associates are given in as annexure to this report.

The replies to the observation of the Statutory Auditors for the Financial Year 2022-23 are given
as Annexure to the Directors' Report. The Comments of the Comptroller and Auditor General
of India (CAG) on the Financial Statements and the replies of the Management thereon are also
given in the Annexure to the Directors' Report.

FRAUD REPORTED BY AUDITORS

The Statutory Auditors nor the Secretarial Auditors of the Company have not reported any
fraud during FY 2022-23 as specified under second proviso of Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being
enforce).

CRITERIA FOR DETERMINATING QUALIFICATION, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

(i) Qualification: - The Board of Directors of MTNL has formulated the job description for the
posts of CMD and other Functional Directors.The selection of Whole time Directors is done
by Public Enterprise Selection Board (PESB) on the basis of such criteria.

(ii) Positive Attribute: - Apart from the duties of Directors as prescribed in the Companies Act
the Directors are expected to demonstrate high standards of ethical behavior, communication
skills and independent judgment. The Directors are also expected to abide by the respective
code of conduct as applicable to them

(iii) Independence: - A Director is considered as independent if he/she meets the criteria laid
down in Section 149(6) of the Act, the Rules framed their under and Regulations 16(1)(b) of
the Listing Regulations.

INDEPENDENT DIRECTOR

MTNL is a Public Sector Undertaking. All appointments including Independent Directors
on the Board are done by the Administrative Ministry, Government of India, Ministry of
Communications, Department of Telecommunications (DoT).

As on 31.03.2023, MTNL has five Independent Directors on the Board of MTNL.

1. Shri Yogesh Kumar Tamrakar

2. Shri Sarv Daman Bharat

3. Shri Vishwas Pathak

4. Ms. Deepika Mahajan

5. Shri Piyush Ranjan Nishad

All the Independent directors have made declaration that criteria of independence as specified
under Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (LODR)
Regulations, 2015 has been complied with. Pursuant to Part ©(2)(i) of Schedule V of SEBI(LODR
2015, the Board of directors of your Company also gave its confirmation that the Independent
Director fulfill the conditions specified in SEBI (LODR) Regulations and are independent of the
Management.

Due to non-appointment of one Independent Director till 31.03.2023, MTNL was unable to
comply the provisions relating to Board Composition [Regulation 17].

The matter for appointment of one more Independent Director has already been taken up with
the Government of India.

The Company has a very balanced and diversified Board of Directors with an optimum mix
of Executive [represented by CMD, Director (HR & EB), Director (Finance) and Director
(Technical)], Non-Executive [represented by Government Nominee Directors] and Independent
Directors.

List of Present Directors of MTNL as on 31.03.2023 & 31.07.2023 is given in the Corporate
Governance Report. During the period under report, the following changes took place in the
Directorship/Key Managerial Personnel (KMP) of your Company: -

1. Shri V. Ramesh was appointed as Director (Technical) vide DoT Letter No.E-2-2/2021-PSA
dtd. 22.03.2022 w.e.f. 01.04.2022.

2. Shri Piyush Ranjan Nishad was appointed as Independent Director of the Company vide
DoT Letter No. E-5-3/2018-PSA dtd. 23.03.2022 w.e.f. 21.04.2022.

3. Shri Navneet Gupta, Government Nominee Director has ceased to be Government Nominee
Director w.e.f. 17.05.2022.

4. Shri Premjit Lal was appointed as Government Nominee Director vide DoT letter No. E-5-
3/2021-PSA dtd. 17.05.2022 & 18.05.2022 w.e.f. 17.05.2022 and ceased to be Government
Nominee Director w.e.f. 17.11.2022.

5. Shri Amitabh Ranjan Sinha, Government Nominee Director has ceased to be Government
Nominee Director w.e.f. 30.05.2022.

6. Ms. Yashashri Shukla was appointed as Government Nominee Director vide DoT Letter
No.E-5-3/2021-PSA -Part(1) dtd. 26.05.2022 w.e.f. 30.05.2022 and ceased to be Government
Nominee Director w.e.f. 26.12.2022.

7. Ms. Yojana Das, Director (Finance) ceased to be Director (Finance) w.e.f. 30.11.2022.

8. Shri Sunil Kumar Verma was appointed as Government Nominee Director vide DoT letter
No.E-5-2/2021-PSA dtd. 17.11.2022 w.e.f. 23.11.2022.

9. Shri Rajiv Kumar was appointed as Director (Finance) vide DoT letter No.E-1-5/2022-PSA
dtd. 30.11.2022 w.e.f. 02.12.2022.

10. Shri Shivendu Gupta was appointed as Government Nominee Director vide DoT letter No.
No. E-5-3/2021-PSA dtd. 26.12.2022 w.e.f. 05.01.2023.

11. Shri Sultan Ahmed, GM (Finance) MTNL CO was appointed as Chief Financial Officer
(CFO) of the Company w.e.f. 14.02.2023.

12. Shri S.R.Sayal ceases to be Company Secretary & KMP of the Company w.e.f. 28.02.2023 on
account of superannuation.

13. Shri Ratan Mani Sumit was appointed as a Company Secretary & KMP of the Company
w.e.f. 01.03.2023.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of
your Company as on 31.03.2023 are: -

i) Shri Sultan Ahmed, Chief Financial Officer (CFO)

ii) Shri Ratan Mani Sumit, Company Secretary (CS)

Apart from the above, no other Director (including Independent Directors) or KMP were
appointed or had retired or resigned during the Financial Year 2022-23 and till the date of

approval of Directors Report by the Board of Directors. Details of Board of Directors are given
separately in the Corporate Governance Report.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provisions of Section 152 of the Companies act, 2013 read with Article
66 F of the Articles of Association of the Company Shri P.K.Purwar, CMD and Shri V.Ramesh,
Director (Technical) retire by rotation at the 37th Annual General Meeting to be held on
29.09.2023 and being eligible, offer themselves for reappointment. Brief particulars of director
seeking re-appointment together with their Directorships in other Companies and Committee
Memberships have been given in the Annexure to the Notice of 37th Annual General Meeting
in pursuance to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standards 2
issued by ICSI.

COMMITTEES OF THE BOARD

The Company has Five Board Level Committees as on 31.03.2023:¬

1. Audit Committees.

2. Nomination & Remuneration Committees.

3. Stakeholders Relationship Committee.

4. Enterprise Risk Management Committee

5. Corporate Social Responsibility Committee

Details of terms and reference of the Committees, Committees membership changes and
attendance of Directors at meeting of the Committees are provided in the Report on Corporate
Governance, a part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to gratefully acknowledge the help, guidance and support
received from Department of Telecom (DoT) and various Ministries of the Government of India.
Your Directors are especially grateful to its Bankers, all stakeholders and investors including
bondholders, for their continued patronage and confidence reposed in the company. The
Directors would like to express their thanks for the sincere hard work and dedicated services
rendered by every employee of the company. The Board is confident that with the employees'
continued enthusiasm, initiatives and dedicated efforts, your company could face the new
challenges and opportunities arising out of the resultant competition from private operators in
the Cellular Mobile, Basic Telephone, Internet services, FTTH and other Value Added services.

For and on behalf of the Board of DirectorsSd/-(P. K. PURWAR)
CHAIRMAN & MANAGING DIRECTOR
PLACE: NEW DELHI
DATE:11-08-2023