Your Board have pleasure in presenting the Forty Fourth Annual Report of your Company
together with the Audited Statement of Accounts for the Financial Year ended on 31 st
March, 2025 along with Independent Auditors' Report thereon and Secretarial Audit Report
for the financial year under report.
Financial Results (Rs. In lacs)
| Particulars |
2024- 25 |
2023- 24 |
| Gross Income |
2579.77 |
2200.72 |
| Expenditure |
2683.40 |
2471.81 |
| Exceptional item |
- 65.77 |
- 1286.31 |
| Total expenditure |
2617.63 |
1185.50 |
| Profit before tax |
- 37.86 |
1015.22 |
| Profit/(Loss) after tax |
- 37.86 |
1015.22 |
| Other comprehensive Income/(Loss) |
9.85 |
3.68 |
| Total Comprehensive Income/(Loss) |
- 28.01 |
1018.90 |
| Dividend |
Nil |
Nil |
| Paid up equity |
1202.36 |
1202.36 |
| Profit/(Loss)appropriated to General Reserve |
Nil |
Nil |
| Profit/ (Loss) Account (Retained Earnings) |
- 6555.49 |
- 6527.48 |
| Reserves (Including Capital Reserves) |
1650.26 |
1678.26 |
| Net Property Plant and Equipment & Investment Property |
389.82 |
371.47 |
| Capital employed |
2971.63 |
2932.23 |
| Earning/(Loss) per share (in Rs.) |
- 0.31 |
8.44 |
| Cash earning/(loss) per share (in Rs.) |
- 0.15 |
8.61 |
| Book value per share (in Rs.) |
23.75 |
23.98 |
Web-link of Annual Return
The copy of Annual Return pursuant to the provisions of sub?€“section (3) of
Section 92 of the Companies Act, 2013 is placed on the website of the company and web link
of annual return is: s://puncom.com/agm-egm-related-information/
Meetings
During the year, Five Board meetings were duly convened and held. The details of which
are given in the Corporate Governance Report. The intervening gap between the meetings was
within the period as prescribed under the provisions of Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as
"Listing Regulations") and Secretarial Standards (SS)-1 on Meetings of Board of
Directors.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility statement, it is hereby confirmed:
?‚? That in the preparation of the Annual Accounts for the Financial Year ended
31st March, 2025, the applicable Indian Accounting Standards have been followed along with
proper explanation relating to material departures.
?‚? That the Directors have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for the year under review.
?‚? That the Directors have taken proper and sufficient care for the maintenance
of adequate Accounting Records in accordance with the provisions of the Companies Act,
2013, for safeguarding the Assets of the Company and for preventing and detecting fraud
and other irregularities.
?‚? That the Directors have prepared the Annual Accounts for the Financial Year
ended 31st March, 2025 on a going concern basis; and
?‚? That the Directors have laid down Internal Financial Controls to be followed
by the Company. However such Internal Financial Controls are adequate and were operating
effectively.
?‚? That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Frauds reported by Auditors u/s 143(12)
Your company has complied with all the provisions of Section 143 of the Companies Act,
2013.Hence, there are no frauds reported by the Auditors other than those which are
reportable to the Central Government. Further, no fraud has been reported to the Central
Government.
Declaration by Independent Director(s)
All the Independent Directors on the Board of Puncom have given their respective
declaration under Section 149(7) that they meet the criteria of independence, as per the
provisions of sub-section (6) of Section 149 of Companies Act, 2013 along with
Regulation 16 (b) & Regulation 25 of SEBI Listing Regulations. All the independent
directors of the company has declared that they have registered themselves with databank
of Independent Directors as maintained by Indian Institute of Corporate Affairs in
compliance with Rule 6(1) of Companies (Appointment & Qualification of Directors)
Rules, 2014. Accordingly, the Board has formed a satisfactory opinion regarding integrity,
expertise and experience of the independent directors after undertaking due assessment of
the veracity of the declaration made by them.
All the independent directors of your company except Mr. Manjeet Singh Dhillon ITS
(Retd.) are not required to pass the online proficiency self-assessment test and falls
under the exemption category. Mr. Manjeet Singh Dhillon, ITS (Retd.) has registered
himself with Independent Director Online Databank in year 2025 and accordingly he is
required to pass the test within two (2) years of his registration.
Company's Policy relating to Directors appointment, payment of remuneration and
discharge of their duties :
Pursuant to MCA notification G.S.R. 463 (E) dated 05 th June, 2015, our company, being
a government company is exempted from the given requirement. However, the company has in
place a nomination & remuneration policy covering the aspects as provided under
Section 178(3) of the Companies Act, 2013 and is available on the website of company at
s://puncom. com/wp-content/uploads/2025/04/Nomination-and-Remuneration-Policy.pdf
Explanations or comments by the Board on qualification(s), reservation(s) or adverse
remark(s) or Matter of Emphasis are as follows:
Management Reply to Statutory Auditors' Remarks
M/s Ashwani & Associates, Chartered Accountants, were appointed as Statutory
Auditors of the Company for the Financial Year 2024-25. Following are the 'Basis for
Adverse opinion' as pointed out by the Auditors in their Independent Auditors Report dated
3 rd June, 2025
Basis for Adverse Opinion
?‚? As per the company's stated accounting policy, as per Note 2(vii)(a) to the
Financial Statements, inventory is to be valued using the FIFO Method. However, the
inventory of raw materials is valued on the basis of "last purchase rate" and is
carried in the Balance Sheet at Rs.1156.59 lacs (gross) as at 31.03.2025 (Note No. 8). The
Management has not provided us the valuation of the inventory as per the FIFO Method. The
calculation of raw material of inventory as per the last purchase cost is also not in
compliance with the provisions of Ind AS 2 on Inventories. Further, the gross value of
inventories of raw material as at 31.03.2025 is being carried out in the Balance Sheet at
Rs.1156.59 lacs. Whereas, as per the ERP data gross value of inventories of raw material
as at 31.03.2025 comes to Rs.1663.58 lacs. The resulting difference of Rs.506.99 lacs is
pending to be reconciled as at 31.03.2025.
?‚? As per the Company's accounting policy disclosed at Note No. 2(vii)(b), cost
of work in process includes cost of material plus direct labour. However, the inventory of
work in process carried in the Balance Sheet at Rs.73.26 lacs (Note No. 8 of the Financial
Statements) has been valued only at material cost. Further, the material cost is
calculated on the basis of last purchase rate method.
?‚? As per the Company's accounting policy disclosed at Note No. 2(vii)(c), cost
of finished sub-assemblies includes cost of material plus overheads apportioned on the
same. However, the inventory of finished sub-assemblies carried in the Balance Sheet at
Rs.482.75 lacs (Note No. 8 of the Financial Statements) has been valued only at material
cost. Further, the material cost is calculated on the basis of last purchase rate method.
?‚? As regards net trade receivables amounting to Rs.974.76 lacs as at
31.03.2025, management is of the view that the same are good and recoverable in due course
and hence, no further provision is required. Out of the above trade receivables balances
to the extent of Rs.306.67 lacs are outstanding for more than three years. In the absence
of appropriate audit evidences including balance confirmations, correspondence from
parties and data in respect of future progressive payments, we are unable to comment on
the receivability of balance outstanding trade receivables outstanding for more than three
years amounting to Rs. Rs.306.67 lacs and the possible impact on the loss for the year
ended on that date and on the balance of trade receivables as at 31.03.2025.
?‚? As regards net trade payables amounting to Rs.1449.10 lacs as at 31.03.2025,
management is of the view that the same are undisputed and payable in due course. Out of
the above trade payables balances to the extent of Rs.1253.76 lacs are outstanding for
more than three years. In the absence of appropriate audit evidences including balance
confirmations and correspondence from parties, we are unable to comment on the correctness
of balance outstanding of trade payables as at 31.03.2025.
?‚? As required by Ind AS 109 Financial Instruments, the company should have an
accounting policy to estimate Expected Credit Loss (ECL) for measuring impairment of its
trade receivables and other financial assets. However, we observed that the company is not
following any accounting policy to estimate ECL. In the absence of estimation of ECL as at
31.03.2025, we are unable to comment on the possible impact on the loss for the year ended
on that date.
As a consequence, the above-mentioned material misstatements are deemed to be pervasive
to the financial statements. The effect of the misstatements on the financial statements
have not been determined because it was not practical to do so.
Accordingly, due to the significance of the matters described above, the financial
statements do not present fairly, in all material respects, the financial position of the
Company as at 31 st March, 2025, and its financial performance and cash flows for the year
ended, in accordance with the Indian Accounting Standards specified under Section 133 of
the Companies Act, 2013, read with the relevant rules issued there under.
Key Audit Matters
Except for the matters described in the Basis for Adverse Opinion section, we
have determined that there is no other key audit matter to communicate in our report.
Management Remarks on "Basis of Adverse Opinion"
The Management is of the strong view that the " Adverse Opinion" given
by the Statutory Auditor is erroneous, based both upon the facts as well as the principles
laid down in Ind AS 109 and SA 705 and 706, laying down certain grounds for the Auditor's
Opinion according to which an auditor can provide an " Adverse Opinion" on
the audited financial results only after obtaining the sufficient appropriate audit
evidence with a conclusion which is both material and pervasive to the Financials. The
relevant provisions are reproduced hereunder:
" SA 705
Adverse Opinion
?‚? The Auditor shall express an Adverse Opinion when the Auditor, having
obtained sufficient appropriate audit evidence, concludes that misstatements, individually
or in the aggregate, are both material and pervasive to the Financial Statements.
Disclaimer of Opinion
?‚? The Auditor shall Disclaim an Opinion when the Auditor is unable to
obtain sufficient appropriate audit evidence on which to base the Opinion, and the Auditor
concludes that the possible effects on the Financial Statements of undetected
misstatements, if any, could be both material and pervasive.
?‚? The Auditor shall Disclaim an Opinion when, in extremely rare
circumstances involving multiple uncertainties, the Auditor concludes that, not
withstanding having obtained sufficient appropriate audit evidence regarding each of the
individual uncertainties, it is not possible to form an Opinion on the Financial
Statements due to the potential interaction of the uncertainties and their possible
cumulative effect on the Financial Statements."
As clearly evident, as per SA 705 in case an Auditor fails to determine the impact of
his qualifications, it cannot be a ground for Adverse Opinion. At the best it can be a
case of Disclaimer of Opinion on such items. However, all the points from I to VI
in Basis for Adverse Opinion of the Statutory Auditor's Report ultimately express
inability of the Statutory Auditor to determine the impact of such items. Unless a
Statutory Auditor is able to quantify and ascertain the impact of his observations on the
Financial Statements, no Adverse Opinion can be expressed. In case of an Adverse
Opinion the Statutory Auditor has to bring out precisely the impact of his
observations on the various components of Revenue Statement and/or Balance Sheet of the
entity. Further, principles laid down in Ind As 109 with regard to ECL model lays down
that in case of trade receivables simplified approach with regard to provision can be
adopted and no complicated model of ECL may be required. Hence, provision in respect of
trade receivables can be worked out looking at the conduct of various accounts and legal
cases if any in such cases. Non receipt of confirmations from the trade receivables and
the trade payables can be a subject matter of qualification but not for an Adverse
Opinion. All the above remarks were presented to the Statutory Auditor for his
consideration. Lastly, such qualifications given by the Auditor have been given for the
first time. Thus, the management hereby expresses its reservations/ dissent on the audit
report dated 3 rd June, 2025 on Audited Financial Results for the period ended 31 st
March, 2025. However, the management shall pursue the matter and will look into the
probable causes & corrective actions to be taken by the company internally, in this
regard.
Particulars of Loans and Guarantees under Section 186 of the Companies Act, 2013
The particulars with respect to Loans and Guarantees under Section 186 of the Companies
Act, 2013: NIL
Particulars of Related Party Transactions
Under Companies Act, 2013: Puncom has not entered into any Related Party
Transaction as per the provisions of Section 188(1) of the Companies Act, 2013 during the
financial year under report. The required form AOC-2 has been appended as Annexure 1 to
this report.
Further, the disclosures related to Related Party Transactions are also detailed in
Note-12 and Note-39 of Notes to Accounts of Financial Statements for the year ended 31 st
March, 2025. There are no materially significant related party transactions which have
potential conflict with the interest of the Company.
Under Regulation 34(3) of Listing Regulations, 2015: Puncom has not entered into
any Related Party Transaction as per the Listing regulations and the disclosures as per
Schedule V of the said regulations are as follows:
| 1. |
Loans and advances in the nature of loans to Subsidiaries |
NIL |
| 2. |
Loans and advances in the nature of loans to Associates |
NIL |
| 3. |
Loans and advances in the nature of loans to firms/companies
in which Directors are interested |
NIL |
| 4. |
Acceptance of any amount in the form of loans and advances in
the nature of loans from its Holding Company |
NIL |
There are no transactions of the company with any person or entity belonging to
Promoter/Promoter Group, holding 10% or more shareholding in the company during the
financial year under review.
State of the Company's Affairs
During the Financial Year 2024-25, Puncom succeeded to increase the sales by approx 9%
as compared to the previous Financial Year. Our Company had bagged two big tenders during
the Financial Year 2024-2025, one from Southern Railway, Tambram (Chennai), which is a
turnkey project having value of Rs.10.59 crore and the another one is from RRVPNL, Jaipur
i.e. Power Sector (PLCC & Protection coupler ) having value of Rs 13 crore . Power
sector tender of RRVPNL will be completed in two years, one lot in Financial Year
2025-2026 and 2 nd Lot in Financial Year 2026-2027. We are also trying to grab maximum
work from private parties by approaching/ contacting them (Railway & Power sector)
related to Mux, Power Plant, Control equipments, PLCC and LMUs. Beside this Company is
also participating aggressively in new technology tenders IP- MPLS, Surveillance and
Railway coach guidance equipments.
Corporate Plan/ Market Scenario of our products
As most of our products have completed their life, Puncom is still striving with some
relevant products. Here is market status of our products.
?‚? LMU (Line Matching Unit):- It is a low cost product used to couple the
high frequency communication signal to high voltage powerline. Puncom is very competitive
in this product compared to our competitors and supplying it to different State Power
Transmission companies. This product being the outdoor unit has a life so power
transmission companies have to replenish it after some time. New state transmission
corporations are being explored where LMU can be supplied.
Puncom is also making arrangements with M/s General Electric (M/s GE) for supply of
LMUs in Indian market.
?‚? PLCC (Power Line Carrier Communication):- Voice and low rate data using
modem is modulated to high frequency & after power amplification it is transmitted
over high voltage power line. Puncom is having analog PLCC system whose demand is on
decline, but due to low cost compared to digital PLCC, some power transmission companies
are still opting it. This product is normally deployed with Protection coupler (to send
commands for relay operation to connect/disconnect power station/substation from power
transmission line) which Puncom has to outsource from other companies. To compete, Puncom
has tested its PLCC at preliminary level with Protection coupler of ZIV Spain and got it
type tested also.
?‚? V-Mux (Versatile Multiplexer):- V-Mux provides full range of managed
voice and data services in E1(2 megabits/sec) stream used by Railways at different
locations. But as Railways is upgrading to higher number of ports and speed, this product
is also losing demand. Puncom is getting orders of this product in small quantity where
higher end equipment is not required.
As Railways has shifted to voice communication on VOIP and backbone communication on
IP-MPLS. Puncom has empanelled companies for Integrated multiplexer and IP-MPLS routers to
execute railway projects.
?‚? CCEO (Control Communication Equipment for OFC):- It is two wire omni
-directional voice communication system used for communication between control room and
substation and level crossing gates. Call control is through dual tone multi frequency.
This product was developed a few years back for railways and we got a few orders on zone
basis demand and criterion as some other zones are opting other ways of communication.
(like IP/Ethernet based products).
?‚? Power Plant (48V/25A/12.5A) :-Railways is buyer of this product and still
in demand but cost of product is higher compared to the competitors. Puncom has reduced
its cost by 20% by making alternatives of costly components & changes in system.
As our products are in low demand, Puncom is exploring Railway zones and Power
transmission subdivisions where small quantity orders can be sought.
Puncom is undertaking annual maintenance/repair contracts of their own products from
various customers which contribute good revenue. It also highlights that Puncom is always
ready to provide after sales support to customers.
Telecom Scenario in India and Puncom approach
For Indian telecommunications industry, 2022 was a significant year, with the services
taking another generational leap with the launch of 5G services in the country. The
digital infrastructure industry stood up to the challenge and commenced the task of
densification of networks, so demand of devices which support 5G primarily focusing in
areas like smart class rooms, precision farming, intelligent transportation and healthcare
is increased. Government of India has launched the production linked incentives scheme to
give incentives on basis of domestic manufacturing of telecom and networking products.
Presently Puncom's main customers are Railways and Power transmission corporations (center
& states). Most of products were developed before 2010,now they are not
technologically competitive but there are some areas where customer demand is low cost
solution, Puncom is supplying its products (like PLCC and Multiplexer)to such areas. Areas
where high end product is required, Puncom is bidding by empanelling the manufacturers
e.g. IP-MPLS & Integrated Mux. Puncom is also making arrangement for supply of LMU.
Reserves and Surplus
Due to losses in the current year, no amount was carried over to Reserve and Surplus.
Instead, the reserve have seen utilized to the extent of Rs.28 lacs.
Dividend
Due to losses in the current year, the Directors of the Company do not recommend any
dividend for the Financial Year 2024-25.
Material changes and Commitments after the close of the Financial Year
The particulars with respect to material changes and commitments affecting the
financial position of the company which have occurred between the end of the financial
year i.e. 31 st March, 2025 till the date of this report i.e. 26 th August, 2025 under
Section 134(3)(l) of the Companies Act, 2013 is NIL
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:
?‚? Conservation of Energy
?‚? Steps taken & impact on conservation of energy:
Steps taken:
We have continued with the practice of switching off the supply to the areas where the
normal lights are not required or where the production work is not taking place. There are
approximately 3000 tube lights in our building-B-91, which we are slowly and steadily
changing to LED tubes.
Impact:
The consumption has reduced due to the above measures taken.
?‚? Steps taken for utilizing alternate sources of energy: The system is in
place for alternate sources of energy.
?‚? Capital investment on energy conservation equipments : NIL
?‚? Technology Absorption
?‚? Efforts made towards technology absorption:
Efforts are made from time to time towards technology absorption, adoption and
innovation.
?‚? Benefits derived:
Company is able to achieve significant cost reduction and improvement in the products.
?‚? Technology imported (during the last three years) : NIL Details of
technology imported : N/A
Year of Import : N/A
Whether the technology has been fully absorbed : N/A If not absorbed, areas where
absorption has not taken place and reasons thereof : N/A
?‚? Expenditure incurred on Research and Development
(Rs. In Lacs)
| Particulars |
FY 2024- 25 (Current Year) |
FY 2023- 24 (Previous Year) |
| Capital |
NIL |
NIL |
| Recurring |
NIL |
NIL |
| Total R&D expenditure as a percentage of total turnover |
NIL |
NIL |
?‚? Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the Financial Year 2024-25 in terms of
actual inflows and actual outflows is given as follows:
(Rs. In Lacs)
| Particulars |
FY 2024- 25 (Current Year) |
FY 2023- 24 (Previous Year) |
| EARNINGS |
| F.O.B Value of Exports |
NIL |
NIL |
| OUTGO |
| i. CIF Value of Import of Raw Materials |
155.63 |
55.53 |
| ii. Components & Spares |
NIL |
NIL |
| iii. Capital Goods |
NIL |
NIL |
| iv. Repair & Maintenance (P&M) imports |
NIL |
NIL |
| v. Foreign travel & others |
NIL |
NIL |
Risk Management Policy
The requirement of establishing Risk Management Committee is not applicable to our
company. However, the Risk Management Policy is still in place and was amended to
incorporate the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015.
Corporate Social Responsibility (CSR)
As per the provisions of Section 135 of the Companies Act, 2013, every company having
net worth of Rupees Five Hundred crore or more or turnover of Rupees One Thousand crore or
more or a net profit of Rupees Five crore or more during any financial year is required to
spend in every financial year at least 2% of the average net profits made during the three
immediate preceding financial years on CSR activities. We would like to inform you that as
per applicable provisions of Companies Act, 2013, there is average net loss and
accordingly our company is not liable to spent any amount under CSR obligations for the
year under review. However, our company has approved CSR policy of the company in its 225
th Board meeting held on 7 th August, 2024.
Composition of Committees of the Board
The Audit Committee, Nomination and Remuneration Committee & Stakeholders
Relationship Committee are duly constituted as per applicable provisions of SEBI (LODR)
Regulations, 2015 and Companies Act, 2013, the details of which are mentioned in the
Corporate Governance report annexed herewith.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing
Regulations read with subsequent MCA notification G.S.R. 463 (E) dated 5 th June, 2015,
the Board evaluation procedure is not applicable on us (exempted to Govt. Cos.),however
there is a system in place for evaluation of performance of the Board, its committees and
individual directors.
The Nomination and Remuneration Committee considered the exemption provided to the
Government Companies and decided that without taking the benefit of the exemption, the
members shall voluntarily evaluate the performance of the directors during the Financial
Year 2024-25. Further, the members decided to evaluate the performance of the KMP's only
during the Financial Year 2024-25, as the committee members due to their roles &
responsibilities have very less interaction with the Senior Management/ HOD's of the
Company, thus their evaluation is not possible by the committee. The performance of
Independent Directors was evaluated by the entire Board (except by the Director being
evaluated) in their 229 th Meeting held on 3 rd June, 2025.
Change in the nature of business
During the year 2024-2025, there was no significant change in the nature of Business of
the Company. The company only expanded its operations as per the amended Objects Clause of
the Memorandum of Association of the Company.
Directors and Key Managerial Personnel
Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with related rules,
the Key Managerial Personnel of the company as on the date of report are as follows:
?‚? Sh. Parminder Pal Singh Sandhu, IAS, Managing Director
?‚? CA Saurav Gupta, Chief Financial Officer*
?‚? CS Pratima Yadav, Company Secretary
* CA Saurav Gupta was appointed as Chief Financial Officer of the Company on 12.06.2025
pursuant to Government Order in place of CA Ramesh Goel.
Following changes, in the constitution of Board of Directors, took place during the
period under review upto 26 th August, 2025 on account of change in nomination by Punjab
Information & Communication Technology Corporation Limited (Punjab Infotech) and
otherwise from time to time.
| Sr. No. |
Name |
Designation |
Period of Directorship |
| 1. |
Dr. V. P. Chandan, IRSSE (Retd.) |
Independent Director |
12.01.2015 to 11.01.2025 |
| 2. |
Sh. Tejveer Singh, IAS* |
Chairman |
04.09.2023 to 06.05.2025 |
| 3. |
Sh. Mohinder Pal, IAS* |
Sr. Vice Chairman |
11.07.2022 to 06.05.2025 |
| 4. |
Sh. Rahul Chaba, IAS |
Director |
06.05.2025 to 26.08.2025 |
| 5. |
Sh. Manjeet Singh Dhillon, ITS (Retd.) |
Independent Director |
11.01.2025 & continuing |
| 6. |
Sh. Kamal Kishor Yadav, IAS |
Chairman |
06.05.2025 & continuing |
| 7. |
Sh. Sandeep Hans, IAS** |
Director |
26.08.2025 & continuing |
* Sh. Kamal Kishor Yadav, IAS was appointed as Director on the Board in the capacity of
Chairman of the company w.e.f. 6 th May, 2025 in place of Sh. Tejveer Singh, IAS and Sh.
Rahul Chaba, IAS was appointed as Director on the Board of the company
w.e.f. 6 th May, 2025 in place of Sh. Mohinder Pal, IAS.
** Sh. Sandeep Hans, IAS was appointed as Director on the Board in the capacity of Sr.
Vice-Chairman of the company w.e.f. 26 th August, 2025 in place of Sh. Rahul Chaba, IAS
In terms of Section 152 of the Companies Act, 2013, Sh. Parminder Pal Singh Sandhu, IAS
shall retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re- appointment.
Details of Puncom's Subsidiaries
Puncom has one immaterial subsidiary, namely M/s Punjab Digital Industrial Systems
Limited which has been ordered by the Hon'ble Punjab and Haryana High Court to be wound up
on 20 th February, 2009. All the formalities in this regard for the company has been
completed. However, it is pertinent to point out that with the existence of National
Company Law Tribunal (NCLT) / National Company Law Appellate Tribunal (NCLAT), the winding
up case has been transferred from Hon'ble Punjab & Haryana High Court to NCLT / NCLAT.
The National Company Law Tribunal (NCLT) is yet to issue the dissolution order in respect
of subsidiary company namely M/s Punjab Digital Industrial Systems Limited.
Deposits
The particulars with respect to Deposits under Section 73 of the Companies Act, 2013
are: NIL.
Details of Significant and Material orders passed
During the financial year under report, no significant order(s) was/were passed by
Courts, Tribunals affecting the going concern status and operations of the company in
future.
Internal Financial Controls
The Company has adequate internal financial controls with reference to financial
statements. However, the Statutory Auditors in its Independent Audit Report dated 3 rd
June, 2025 has given its report on Internal Financial Controls as Annexure B and is
summarized as follows :-
?‚? The company did not have an appropriate internal control system for correct
valuation of inventory. Further, the internal control system for identification &
allocation of overheads to inventory is also not followed. These could potentially result
in material misstatements in the company's inventory, andConsumption.
(Refertopara"Basisforadverseopinion"intheindependentAuditor'sreport)
?‚? The company did not have an appropriate internal control system for customer
balance confirmation, customer balance reconciliation and ageing analysis of outstanding
trade receivables, which could potentially result in material misstatements in the
company's trade receivables.(Refer to para "Basis for adverse opinion" in the
independent Auditor's report)
?‚? The company did not have an appropriate internal control system for supplier
balance confirmation, supplier balance reconciliation and ageing analysis of outstanding
trade payables, which could potentially result in material misstatements in the company's
trade payables.(Refer to para "Basis for adverse opinion" in the independent
Auditor's report).
As per opinion of Statutory Auditor, the Company has not maintained adequate internal
financial controls over financial reporting and such internal financial controls over
financial reporting were not operating effectively as of 31 st March, 2025, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
Non-maintenance of Cost Records
The disclosure with respect to maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not
required by the Company and accordingly no such accounts and records are made and
maintained.
Disclosure under IBC
There is no application made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review. Accordingly, the status
as at end of current Financial Year may be treated as NIL.
Disclosure on difference in valuation during OTS
No fresh loans were taken from Banks and Financial Institutions during the reporting
period. Accordingly there is NIL difference between valuation done at time of one time
settlement and valuation done while taking loan from Banks or Financial Institutions.
Vigil Mechanism/Whistle Blower Policy
The company has its "Vigil Mechanism/Whistle Blower Policy" in place. In
accordance with the requirements of Regulation 4(2)(d)(iv) and Regulation 22 of Listing
Regulations read with under Section 177 of the Companies Act, 2013, Smt. Indu Walia,
heading the Production, ISD, QA and TBD Division, has been appointed as Vigilance and
Ethics Officer. The web link for the policy is
s://puncom.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf
Disclosure relating to Remuneration of Directors and KMP:
?‚? Disclosure under Rule 5 (1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
?‚? Ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year under report:
| S. No. |
Name of the Director |
Median Remuneration of employees (Rs. in lacs) |
Ratio |
| 1. |
Sh. Parminder Pal Singh Sandhu , (IAS)* |
9.86 |
NIL |
*No remuneration was paid to Sh. Parminder Pal Singh Sandhu, (IAS) during the Financial
Year 2024- 25.
?‚? Percentage increase in remuneration of each director, Chief Financial
Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial
year: There are three KMP covered under this and details are;-
?‚? CA Ramesh Goel, CFO (Joined the Company on 09.08.2022). Increase in
remuneration has been given @ 10
% wef 09.08.2024 as per contractual terms agreed by the Company with him at the time of
his appointment.
?‚? CS Pratima Yadav having an increase of 5.80 % in remuneration during the
year Vis a Vis previous year. Remunerations exclude LTA, Leave Encashment and Gratuity.
?‚? Percentage decrease in the median remuneration of employees in the Financial
Year 2024-25 is 2.09%
?‚? Number of Regular Employees on rolls of the Company as on 31/03/2025 was 113
(including 7 employees on deputation to other Company/ Corporations).
?‚? Average percentile increase already made in the salaries of employees
other than the managerial personnel in the last financial year and its comparison with the
percentile increase in the Managerial Remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration:
Average increase in Remuneration is equivalent to the rate of inflation declared by
state for the purpose of
D.A. The Company, being Public Sector Undertaking (PSU) of Punjab Government, follows
applicable pay- scales as per the Service Rules as amended from time to time through wage
revision agreement executed with Employees Union from time to time and duly approved by
the Board of Directors of the Company, uniformly for all its employees as per the
respective designation and tenure of employee with the company.
?‚? Affirmation that the remuneration is as per the remuneration
Policy/Service Rules etc. of the company:
Yes, the remuneration is as per Remuneration Policy/Service Rules/requisite approvals
of the company .
?‚? Disclosure under Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
The list of the top ten employees in terms of Remuneration drawn during the FY 2024-25
is as follows:
| Sr. No. |
Name |
Design ation |
Remun eration Received in FY 2024- 25 (Rupees)* |
Nature of employment (whether contractual or otherwise) |
Qualif ications and Exper ience |
Date of Commence- ment of Employment |
Compl- eted Age in years |
Last emplo yment held |
Percent age of equity shares held |
Whether relative of any director or manager if so, name of
such director/ manage) |
| 1 |
Mr. Rameh Goel** |
CFO |
27,89,032 |
Contractual |
B.Com, FCA 31 years |
09.08.2022 |
58 |
DCM Limited |
Nil |
No |
| 2 |
Ms. Indu Walia |
AGM |
15,65,886 |
Regular |
MSc (Physics), PGDBA (Opera tion), MCA 33years |
30.09.1991 |
56 |
Nil |
Nil |
No |
| 3 |
Mr. Sudhir Dhand |
Sr. Manager |
14,72,466 |
Regular |
B. Tech (ECE) 33 years |
03.09.1991 |
56 |
Nil |
Nil |
No |
| 4 |
Mr. Sandeep Belsare |
Sr. Manager |
14,06,682 |
Regular |
BE (ECE) 29years |
18.10.1995 |
55 |
Nil |
Nil |
No |
| 5 |
Ms Sneh Aggarwal |
Sr. Manager |
13,67,269 |
Regular |
Diploma (ECE) & AMIE 35 years |
24.07.1989 |
56 |
Nil |
Nil |
No |
| 6 |
Mr. Kailash Chander |
Manager |
13,28,784 |
Regular |
BA 29 years |
07.08.1997 |
54 |
Saraya Sugar Mills |
Nil |
No |
| 7 |
Mr. Ajay Gupta |
Manager |
13,27,370 |
Regular |
DIP(ECE), & AMIE (ECE) 35 years |
17.07.1989 |
56 |
Nil |
Nil |
No |
| 8 |
Mr. Raman Khanna |
Manager |
12,72,231 |
Regular |
Diploma (ECE) & AMIE (ECE) 36 years |
18.08.1989 |
55 |
Nil |
Nil |
No |
| 9 |
Mr. Rajesh Kumar Soni |
Manager |
12,70,232 |
Regular |
Diploma (ECE) & AMIE 34 years |
13.08.1991 |
55 |
Nil |
Nil |
No |
| 10 |
Mr. Jogesh Laroia |
Manager |
12,54,108 |
Regular |
Diploma (ECE) & BE (ECE) 34 years |
01.04.1991 |
54 |
Nil |
Nil |
No |
*Does not Include Leave Encashment & Gratuity on Retirement / Relieving.
** CA Ramesh Goel, Chief Financial Officer was relieved on 12.06.2025 pursuant to
Government Order and in his place CA Saurav Gupta has been appointed as Chief Financial
Officer of the Company w.e.f. 12.06.2025.
There are no such employees who have been paid annual remuneration of Rs. 102.00 lacs
or above and a monthly remuneration of Rs. 8.50 lacs and above in case of employee worked
for a part of the year.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulated
under the Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Regulation 34(2)(e) of Listing Regulations is appended as Annexure
2 and is an integral part of this report.
Corporate Governance Report
The Corporate Governance Report for the year under review as stipulated under the
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
appended as Annexure 3 and is an integral part of this report.
Secretarial Audit Report
The Board pursuant to the provision of Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed M/s S.V. Associates, Practicing Company Secretary, having Membership
No.A38204 to conduct Secretarial Audit for the FY 2024-25.
M/s S.V. Associates, Practicing Company Secretary have carried out the Secretarial
Audit for the financial year ended 31 st March, 2025 and the Secretarial Audit Report in
Form No. MR-3 is annexed herewith this report as Annexure 4 and forms part of the
report.
Compliance with applicable Secretarial Standards
The Company has duly complied with all applicable secretarial standards as referred
under Section 118 of Companies Act, 2013 and as issued by ICSI during the year under
review.
Sexual Harassment of Women at Workplace: Internal Committee
In compliance with the provisions of Section 21 read with Rule 14 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
('Act') and Rules made there under, the Company has constituted Internal Complaints
Committees (ICC).
During the year, No complaint with allegations of sexual harassment has filed with the
Company and the details are as follows:-
?‚? No. of Complaints filed during the Financial Year 2024-25 NIL
?‚? No. of Complaints disposed off during the Financial Year 2024-25 NIL
?‚? No. of Complaints pending as on end of the Financial Year 2024-25 NIL
?‚? No. of Complaints pending for a period exceeding ninety days NIL
Apart from it, three (03) workshop or awareness programme against sexual harassment
were carried out during the financial year under report.
Maternity Benefit Act, 1961
The Company has complied with all applicable provisions of Maternity Benefit Act, 1961
during the year under review.
Cautionary Statement
Certain statements in the Boards' Report describing the Company's objectives,
projections, estimates, expectations or predictions may be forward-looking statements
within the meaning of applicable laws, rules and regulations. Actual results might differ
from those expressed or implied. The statements and figures made in this report is based
on the inputs as received from respective divisions of the company.
Important factors that could make a difference to the Company's operations include
labour and material availability, prices, cyclical demand and pricing in the company's
principal markets, changes in government regulations, tax regimes, economic
development within India and other incidental factors. Further, the Disinvestment/Sale
of Assets process of the Company is also a major factor that could make a difference to
the viability of the Company or Company's operations.
The Company is not under any obligation to publicly amend, modify or revise any such
forward looking statements on the basis of any subsequent developments, information or
events.
Acknowledgement
The Board places on record its gratitude to various State Transmission Corporations,
Department of Railways, PGCIL and other esteemed customers in India and abroad. The Board
also places on record its gratitude to various banks associated with the company
especially SBI/ Indian Bank (Allahabad Bank) for their interest, continuous help and
co-operation for smooth functioning of the Company. The Board also places on record its
gratitude to the Punjab Information and Communication Technology Corporation Limited
(PICTCL/Punjab Infotech), the Holding Company, for its guidance and support.
The Board also places on record its appreciation for continuous support and amicable
relations with various government authorities' viz. Income Tax Department, Goods and
Services Tax Department, Excise and Customs Department, PF & Labour Department and
Ministry of Corporate Affairs (Registrar of Companies, Chandigarh), Securities Exchange
Board of India, BSE etc.
We are thankful for continuous support of our esteemed customers all through & also
continuous support of shareholders, bankers and stakeholders, including the business
associates as they reposed undoubting faith in the Company.
The Board in particular acknowledges the co-operation of esteemed shareholders for
their constant support and for the confidence reposed in the Management of the Company.
For and on behalf of the Board of Directors
Place : S.A.S. Nagar Sh. Kamal Kishor Yadav, IAS
Date : 26 th August, 2025 Chairman
List of Annexures to the Boards' Report
?‚? AOC 2
?‚? Management Discussion and Analysis Report
?‚? Corporate Governance Report
?‚? Secretarial Audit Report
?‚? Certificate on Corporate Governance
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