Annual Report 2023

SGN TELECOMS LIMITED
ANNUALREPORT
TH
37 ANNUALGENERALMEETINGFORTHEYEARENDED31/03/2023
BOARDOFDIRECTORS COMPANYSECRETARY
Mr. Surinder Singh

Mrs. Parminder Kaur Ms.Swarnalata Behra (Resigned w.e.f 07.06.2022)
Mr. Inderjit Singh Ms. Saloni Mehra (Appointed w.e.f 08.06.2022)
Mr. Ramesh Kumar
CHIEFFINANCIALOFFICER
REGISTEREDOFFICE
Ms.Manjit Kaur
E-58,INDUSTRIALAREA,PHASE
– VIIILTOP,S.A.S.
NAGAR,DISTT.MOHALI,PUNJAB
PRINCIPALBANKERS
CIN:L64200PB1986PLC006807
ICICI Bank Ltd.
STATUTORYAUDITORS
REGISTRAR&TRANSFER AGENT
Narinder Kumar and Company
Chartered Accountants, SCO 65-B, (1st M/SMas Services Limited,
Floor), City Heart, Kharar Chandigarh T-34,2ndFloor,OkhlaIndustrialArea,Phase-
Road, SAS Nagar, Mohali -140301 II,NewDelhi–110020
PhNo.:01126387281/82/83
Email: sm@masserv.com
SECRETARIAL AUDITOR
Anil Negi & Company

Company Secretaries
Shivalik Bhawan, 3rd Floor,
Near Osheen Hotel, Tara Hall, Shimla
171003
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INDEX
PARTICULARS PAGENO.
NOTICE 3
INFORMATION REGARDING DIRECTORS 12
DIRECTORS‟ REPORT AND ANNEXURES 13
INDEPENDENT AUDITORS‟ REPORT 49
BALANCESHEET 64
STATEMENT OF PROFIT & LOSS 66
CASHFLOWSTATEMENT 70
NOTESTOFINANCIALSTATEMENTS 72
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NOTICE
NOTICE is hereby given that 37th Annual General Meeting of the shareholders of M/s SGN Telecoms Limited will be held on Saturday, the 30th day of September, 2023 at 10.00
A.M. at the Registered Office of the Company at E-58, Industrial Area, Phase – VIII, S.A.S. Nagar, Distt. Mohali, Punjab to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2023 and the Profit and Loss Account for the year ended on that date and the Reports of the
Board of Directors and Auditor’s thereon.
2. To appoint a Director in place of Mrs. Parminder Kaur (DIN 00030025), who retires by rotation and being eligible, offers herself for reappointment.
SPECIAL BUSINESS:
3. Appointment of Ms. Renu Kaur (DIN: 10080402) as a Non-Executive Independent Director of the Company.
To consider and, if thought fit, to pass with or without modification(s), the following Resolutions as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, and other applicable provisions of the Companies Act, 2013 ("the Act") and the rules made thereunder (including any
statutory modifications or re-enactment(s) thereof, for the time being in force), read with Schedule IV of the Act, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as 'Listing Regulations'), the Articles of Association of the Company, and upon recommendation of the Nomination and Remuneration Committee
and the Board of Directors, Ms. Renu Kaur (DIN: 10080402) who was appointed as an additional director ( Non-Executive Independent Director) of the Company effective from 07th
September, 2023, be and is hereby appointed as an Independent Director not liable to retire by rotation for a period of five (5) years;
RESOLVED FURTHER THAT the Board of Directors or a duly constituted Committee thereof be and is hereby authorised to take all such steps as may be necessary, proper or expedient to
give effect to this resolution."
By order of the Board of Directors

For SGN Telecoms Limited
Sd/-
Date: 07.09.2023 Surinder Singh
Place: Mohali Managing Director
DIN: 00030011
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NOTES:
(1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and to vote on a poll instead of himself/herself. The proxy need not be a
member of the company. A blank form of proxy is attached herewith and, if intended to be used, it should be returned duly completed at the registered office of the
company not less than forty eight hours before the scheduled time of the commencement of 37thAnnual General Meeting.
(2) A person can act as proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than 10% of the total share capital of the company
carrying voting rights. However, a member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy
and such person shall not act as proxy for any other person or shareholder.
(3) Every member entitled to vote at the meeting, or on any resolution to be moved there at, shall be entitled during the period beginning 24 hours before the time fixed for
the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company,
provided not less than three days notice in writing of the intention so to inspect is given to the company.
(4) The Explanatory Statement as required under Section 102 of the Companies Act, 2013, in respect of Item Nos. 3 of the Notice convening the Meeting is annexed
hereto.
(5) Location map of the Venue of the Annual General Meeting is attached to the Annual Report.
(6) In compliance with the MCA Circulars, the Company has published a public notice by way of an advertisement in Punjabi and in English, advising the members whose
e-mail ids are not registered with the Company, its Registrar and Share Transfer Agent (RTA) or Depository Participant(s) (DPs), as the case may be, to register their
e-mail ids with them.
(7) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated 13th April, 2020, the Notice of Annual General Meeting, Audited Financial Statements
for the year ended 31st March, 2023 together with Report of Directors and Auditors' Report are available on the website of the Company www.sgntelecomsltd.com, on
the website of BSE Limited at www.bseindia.com and also on the website of CDSL at www.evotingindia.com.
(8) In accordance with Section 20 of the Companies Act, 2013 service of documents on members by a company is allowed through electronic mode. Accordingly, as a
part of Green Initiative, soft copy of the Annual Report 2022-23 is being sent to all the members whose email address (es) are registered with the Company/Depository
Participant(s) unless any member has requested for a hard copy of the same. Further, in accordance with Listing Regulations and Section 136 of the Companies Act,
2013 including Rule 10 of the Company (Accounts) Rules, 2014 the hard copies of Annual Report 2022-23 is being sent to all other members who have not registered
their email address(es). Members, who have not yet registered their email address with the Company/RTA/Depository Participant, are requested to do the same at the
earliest.
(9) The Securities and Exchange Board of India has notified that the shareholders/ transferee of shares (including joint holders) holding shares in physical form are
required to furnish a certified copy of their Income Tax Permanent Account Number (PAN) card to the Company / RTA while transacting in the securities market
including transfer, transmission or any other corporate action. Accordingly, all the shareholders/ transferees of shares (including joint holders) in physical form are
requested to furnish a certified copy of their PAN Card to the Company/ RTA while transacting in the securities market including transfer, transmission or any other
corporate action.
(10) The Shareholders/Proxies are requested to produce at the Registration Counter(s) the attendance slip sent along with this Report, duly completed and signed, for
admission to the meeting hall. However, in case of non-receipt of Notice of AGM, members are requested to write to the Company at its Registered Office for issuing
the duplicate of the same.
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(11) As a measure of economy, copies of Annual Report will not be distributed at the venue of the AGM. Members are, therefore, requested to bring their own copies of the
Annual Report to the meeting.
(12) Details under SEBI (LODR) Regulations, 2015 in respect of the Directors seeking appointment/re-appointment at the AGM, is separately annexed hereto. The Directors
seeking appointment/reappointment have furnished the declaration under Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 read
with Section 164(2) of the Companies Act, 2013 and other requisite declarations for their appointment / re-appointment.
(13) All the documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on all working days between 11.00 am to
1.00 pm up to the date of AGM. The Register of Directors and Key Managerial Personnel & their Shareholding and the Register of Contracts & Arrangements in which
Directors are interested shall be open for inspection at the meeting to any person having right to attend the meeting.
(14) Members holding shares in physical form and desirous of making a nomination or cancellation/ variation in nomination already made in respect of their shareholding in
the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to submit to the RTA of the Company M/s Mas Services Ltd. the prescribed
Form SH 13 for nomination and Form SH 14 for cancellation/ variation as the case may be. Members holding shares in demat mode may contact their respective
Depository Participant for availing this facility.
(15) Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from
23.09.2023 to 30-09-2023 (both days inclusive) for the purpose of AGM.
(16) To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are
held by them in electronic form and with Registrar and Share Transfer Agents of the Company (RTA) i.e. M/s MAS Services Limited in case the shares are held by
them in physical form.
(17) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
(18) Members are advised to refer to the Shareholders General Information as provided in the Annual Report.
(19) Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board
resolution authorizing their representative to attend and vote on their behalf at the Meeting.
(20) In terms of the provisions of Section 107 and 108 of the Companies Act, 2013, since the resolutions as set out in this Notice are being conducted through e-voting, the
said resolutions will not be decided on a show of hands at the Meeting.
(21) Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company at least 7 days before the
date of AGM through email on sgntelecomsltd@gmail.com. The same will be replied by the Company suitably.
(22) The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.sgntelecomsltd.com and on the website of CDSL
immediately after the declaration of result by the Chairman or a person authorized by him in writing and communicated to the BSE Limited.
(23) E-VOTING:
In terms of provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules , 2014, the items of
Business given in the Notice of Annual General Meeting may be transacted through electronic voting system and the Company is providing e-voting facility to
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themembers who are members as on 23-09-2023 (End of Day) being the “Record/cut off Date” fixed for the purpose of exercising their right to vote at the Annual
General Meeting by electronic means through the e-voting platform provided by Central Depository Services Limited (CDSL).
Remote e-voting period starts from, September 27, 2023 at 9:00 A.M. and ends on, September 29, 2023 at 5:00 P.M. The e-voting module will be disabled after 5:00
P.M. on September 29, 2023 for voting by shareholders.
Mr. Anil Negi , Membership number A46547, a Practicing Company Secretary has been appointed as the Scrutinizer for conducting the e-voting process and voting at
Annual General Meeting in a fair and transparent manner.
In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at
www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.com.
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
The voting period begins on 27.09.2023 at 9.00 A.M. and ends on 29.09.2023 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date (record date) of 23.09.2023 may cast their vote electronically. The e-voting module shall be disabled by
CDSL for voting thereafter.
(i) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all
shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and
maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by
way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to
cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of
participating in e-voting process.
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised
to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
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Pursuant to above said SEBI Circular, Login method for e-VotingforIndividual shareholders holding securities in Demat mode CDSL/NSDL is given
below:
Type of shareholders Login Method
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made
available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL
Individual Shareholders website www.cdslindia.com and click on login icon & New System Myeasi Tab.
holding securities in
Demat mode with CDSL 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in
Depository progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the
meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login
& New System Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link
available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email
as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting
is in progress and also able to directly access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing
the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is
Individual Shareholders launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You
holding securities in will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on
demat mode with NSDL “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service
Depository provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting
period.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register
Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication,
you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting
period.
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Individual Shareholders You can also login using the login credentials of your demat account through your Depository Participant registered with
(holding securities in NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option,
demat mode) login you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click
through their Depository on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting
Participants (DP) your vote during the remote e-Voting period.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned
website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders
holding securities in Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
Demat mode with CDSL helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders
holding securities in Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at
Demat mode with NSDL toll free no.: 1800 1020 990 and 1800 22 44 30
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(iv) Login method for e-Voting for Physical shareholders and shareholders other than individual shareholders holding in Demat form
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID.

a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is
to be used.
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6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well
as physical shareholders)
 Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the
company records in order to login.
 If both the details are not recorded with the depository or company, please enter the member id / folio number in the
Dividend Bank details field as mentioned in instruction (v).
OR Date of Birth (DOB)
(v) After entering these details appropriately, click on “SUBMIT” tab.
(vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now
reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be
also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through
CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(viii) Click on the EVSN for SGN Telecoms Limited on which you choose to vote.
(ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The
option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else
to change your vote, click on “CANCEL” and accordingly modify your vote.
(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as
prompted by the system.
(xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
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 Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the
“Corporates” module.
 A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
 After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s)
for which they wish to vote on.
 The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
 It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be
uploaded in PDF format in the system for the scrutinizer to verify the same.
 Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature
of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; anilnegi1023@gmail.com and
sgntelecomsltd.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self
attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP).
3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-
Voting&joining virtual meetings through Depository.
If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll
free no. 1800 22 55 33
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services
(India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to
helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33
Place: Mohali By order of the Board of Directors
Date: 07.09.2023 ForSGN TelecomsLimited
Sd/
Surinder Singh
(Managing Director)
DIN: 00030011
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013
Item No. 3
The Board of Directors of the Company had, subject to the approval of shareholders, appointed Ms. Renu Kaur (DIN: 10080402), as an Additional Director of the Company
w.e.f. 07th September, 2023, pursuant to the provisions of sections 149, 150, 152, and other applicable provisions of the Companies Act, 2013 ("the Act") and the rules
made thereunder (including any statutory modifications or reenactment(s) thereof, for the time being in force), read with Schedule IV of the Companies Act, 2013 Act,
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations'), the Articles of Association
of the Company. Accordingly, Ms. Renu Kaur, as an Additional Director, holds office upto the date of this Annual General Meeting.
Ms. Renu Kaur has rich of experience in the area of Corporate Law, Security Law, SEBI compliance, Financial Management, Accounts & Taxation. In the opinion of the
Board, she fulfills all the conditions specified in the Companies Act, 2013 for such appointment. The Company has received a notice in writing pursuant to Section 160 of
the Act, from a Member signifying his intention to propose the candidature of Ms. Renu Kaur (DIN: 10080402) as an Independent Director, to be re-appointed under the
provisions of Section 149(10) of the Act.
The Company in this context has received consent from her in writing to act as Director in Form DIR-2 and intimation in Form DIR-8, to the effect that she is not disqualified
under Section 164(2) of the Companies Act, 2013. The Additional Information as required under Listing Regulations and Secretarial Standard on General Meetings is
annexed with this Notice as Annexure-1.
A copy of the draft letter of appointment of Ms. Renu Kaur as an Independent Director setting out the terms and conditions shall be placed at the meeting for inspection
by the Members at the Registered Office during normal business hours on any working day of the Company In the opinion of the Board, Ms. Renu Kaur fulfills the conditions
specified in the Act and the Rules madethereunder for appointment as an Independent Director and she is independent of the Management. In compliance with the
provisions of Section 149 read with Schedule IV of the Act, the appointment of Ms. Renu KAuras an Independent Director is now being placed before the Members in the
ensuing Annual General Meeting of the Company.
None of the Directors, Key Managerial Personnel of the Company and their relatives other than Ms. Renu Kaur are concerned or interested, financially or otherwise, in the
passing of this resolution. The Special Resolution as set out in Item No. 3 of this Notice is accordingly recommended for your approval.
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Annexure-I
Details of Directors seeking Appointment/Re-appointment at the Annual General Meeting pursuant to Reg 36(3) of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015 and Secretarial Standard-2.
Name of the Director Mrs. Parminder Kaur Ms. Renu Kaur
Director Identification Number (DIN) 00030025 10080402
Age 63 years 31 years
Profile/ Qualification & Experience Post Graduate in Commerce Company Secretary from Institute of Company Secretary
of India, M.Com also registered in Independent Director
Databank under Indian Institute of Corporate Affairs.
Expertise in Specific functional area More than 16 years of experience in the field of She has rich experience in the field of Corporate law,
administration control. Securities law, SEBI Compliance, etc
Terms & conditions of appointment or re- Mrs. Parminder Kaur be continued as a Non-Executive Not liable to retire by rotation.
appointment along with the details of Non-Independent Director of the Company liable to
remuneration sought to paid and the retire by rotation.
remuneration last drawn.
Directorship in other companies Ascent Solar Thermal Private Limited. She is Independent Director in Davin Sons Retail Limited &
Faalcon Concepts Limited.
Shareholding in the company 997600 Equity Shares NIL
Relationship with other Director, Mrs. Parminder Kaur is related to Mr. Surinder Singh. MrNIL
Manager and other KMPS of the company Surinder Singh is the husband of Mrs. Parminder Kaur.
Number of meetings attended of the 7 NIL (As appointed on 7th September)
Board attended during the year.
Committee position held in SGN Telecoms Limited- Member in Nomination & NIL
Remuneration Committee.
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DIRECTORS’ REPORT
Dear Members,
Your Directors have pleasure in presenting before you their 37th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2023.
FINANCIAL RESULTS:-
The financial results of the Company for the year under review are summarized for your consideration:
Particulars 2022-23 2021-22

(Rs. In Lacs) (Rs. In Lacs)
Total Revenue 12.28 11.46
Total Expenses 27.09 30.27
Interest 0.79 0.90

Depreciation - -
Net Profit Before Tax (15.60) (19.71)
Provision for Tax - -
Net Profit After Tax (15.60) (19.71)
STATE OF COMPANY’S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS
During the year under review, total revenue from activities stood at Rs. 12.28 lacs which slightly higher as compared to the previous year. The company suffered a net
loss of Rs. 15.60 lacs due to adverse market conditions.
SHARE CAPITAL
During the year under review, there is no change in the Share Capital of the Company. The Authorised capital of the Company is Rs. 30,00,00,000 comprising of
30,00,00,000 equity shares of Rs. 1/- each. Issued, paid up and subscribed Share Capital of the Company is Rs. 8,08,09,900 comprising of 8,08,09,900 shares of Rs. 1/-
each.
a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with Differential Rights during the year under review.
b. ISSUE OF SWEAT EQUITY SHARE

13
The Company has not issued any Sweat Equity shares Employee Stock Options during the year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes or commitments, effecting the financial position of the Company happening between the end of the Financial Year of the Company and date
of this Report.
DIVIDEND
Your Directors have not recommended any Dividend for the year under review.
GENERAL RESERVE
The Company has not transferred any amount to any reserves.
LISTING AND LISTING REGULATIONS
The equity shares of the company are listed on the BSE Limited (BSE). The Company has also formulated the Policies as required under Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
The company is regular in paying the listing fee.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the Financial Year 2022-2023 in terms of Chapter V of the Companies Act, 2013. Information in this
regard, therefore, is nil.
ANNUAL RETURN
The Annual Return as on 31st March, 2023 has been placed on the website of the Company and can be accessed at www.sgntelecoms.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans, guarantees or investments covered under Section 186 of the Act, forms the part of the notes to the financial statement, which forms an integral part of
annual report.Annexure-4
SUBSIDIARIES/ASSOCIATES
The Company does not have any Subsidiary / Joint Ventures / Associate Companies. Hence, the provisions regarding incorporation of a separate segment for disclosure
of the financial positions and performance of the Subsidiary, Associate and Joint Venture companies is not applicable to the Company.
VIGIL MECHANISM
The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and in terms of Listing regulations,
2015 for Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s Code of Conduct.
14
The Vigil Mechanism & Whistle Blower policy is available on the Company’s Website at www.sgntelecomsltd.com.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each employee of the Company. The
Company has in place “Policy for Prevention and Redressal of Sexual Harassment” in line with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (hereinafter referred to as ‘the said Act’) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of
Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office of the Company to deal with the Complaints received by the Company pertaining to
gender discrimination and sexual harassment at workplace.
Further, as per the provisions of Section 21& 22 of the aid Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial
year under review, is as under:
Sr. No. No. of cases pending as on the No. of complaints filed No. of cases pending as on the
beginning of the financial year under during the financial year end of the financial year under
review under review review
1. NIL NIL NIL
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks pursuant to Section 134(3)(n) of the Companies Act, 2013. As a part of Risk
Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly. The assets of the
company are adequately insured against the loss of fire, riot, earthquake, terrorism etc. and other risks, which are considered necessary by the management.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well-placed, proper and adequate internal financial control system, commensurate
with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control
system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
Nil
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information has been given by way of an Annexure-1 to this Report.
PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:-
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members
15
and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof,
such Member may write to the Company Secretary in this regard. The details under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure -7.
CSR COMMITTEE
Section 135 of the Companies Act, 2013, is not applicable to the company.
STATUTORY AUDITORS & AUDITORS REPORT:-
The members at the 36th Annual General Meeting of the Company had appointed N. Kumar & Co., Chartered Accountants as Statutory Auditors of the company to hold
office until the conclusion of Annual General Meeting to be held in the year 2027. The Auditor’s Report on the Annual Accounts of the company for the year under review
is self-explanatory and requires no comments. During the year under review, there were no frauds reported by Auditors under section 143 (12) of the Companies Act, 2013.
SECRETARIAL AUDITORS REPORT
Mr. Anil Negi (FCS 46547), a Company Secretary in practice having CP no. 17213, was appointed as Secretarial Auditor of the Company for the financial year 2022-23
pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure -5 and forms
part of this report. The reply to qualifications/observation/remarks by the Secretarial Auditors are as follow:
1. The company is not yet maintaining a Digital Structural Database of the persons or entities with whom the unpublished price sensitive information is shared as per
the SEBI( Prohibition of Insider Trading) Regulations, 2015.- The company has prepared the data manually for the year 2022-23 and now the Software has
been purchased for the same. The company has started maintaining data in the software.
2. The registration of the Independent Directors of the company have not been renewed on the Independent Directors Databank as per the provisions of Section 150 of
the Companies Act, 2013 and the Directors have not yet cleared the self-proficiency test.- The registration has been renewed and new qualified Independent
Director is being appointed in ensuing AGM.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by auditors under sub-section (12) of section 143 including those, which are reportable to the Central Government.
CORPORATE GOVERNANCE
However, the provisions of corporate governance are not applicable to the company but Your Company is still committed to maintain the highest standards of Corporate
Governance. The company is voluntarily complying with the majority of the provisions of corporate governance. A copy of corporate governance is attached as Annexure
6.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Parminder Kaur (00030025), Director of the Company
retire by rotation in the ensuing Annual General Meeting and being eligible offer herself for re-appointment.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
16
Mr. Surinder Singh Managing Director
Ms. Manjit Kaur Chief Financial Officer
Mrs. Swarnalata Behera Company Secretary (Resigned on 7th, June, 2022)
Ms. Saloni Mehra Company Secretary (Appointed on 8th, June, 2022)
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act,
2013 and Regulation 25 of SEBI (LODR) Regulations.
NUMBER OF MEETINGS OF BOARD
During the year 2022-23, 7 Board Meetings were held including one meeting of Independent Directors.
Date of Board Meeting No. of Directors Attendance of Directors

30.05.2022 4 4
08.06.2022 4 4
14.08.2022 4 4
30.08.2022 4 4
14.11.2022 4 4
14.02.2023 4 4
20.03.2023 4 4
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure -3 forming part of this Annual Report.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has
formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including
Independent Directors. Accordingly, following is the criteria for evaluation:-
a. Criteria for evaluation of the Board of Directors as a whole :

i. The Frequency of Meetings
ii. Quantum of Agenda
iii. Administration of Meetings
iv. Flow and quantity of Information from the Management to the Board
v. Number of Committees and their role.
vi. Overall performance of the Company
17
b. Criteria for evaluation of the Individual Directors including Independent Directors;
i. Experience and ability to contribute to the decision making process
ii. Problem solving approach and guidance to the Management
iii. Attendance and Participation in the Meetings
iv. Personal competencies and contribution to strategy formulation
v. Contribution towards Statutory compliances, monitoring of controls and Corporate Governance.
The Nomination and Remuneration Committee has also carried out evaluation of every Director`s performance. The performance evaluation of all the Independent
Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined
whether to extend or continue their term of appointment, whenever the respective term expires. The Directors express their satisfaction with the evaluation process.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND
COMPANY`S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and
Company`s operations in future.
INSIDER TRADING
The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Insider trading policy of the Company lays down guidelines, procedures to be followed, and disclosures to be made while dealing with shares of
the Company, as well as the consequences of violation.
POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for
determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure
-2, which forms part of this report.
COMPLIANCE
The Company has devised proper systems to ensure compliance of all laws applicable to the Company and the compliance reports issued by the Departmental Heads
are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws.
COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the Company.
AUDIT COMMITTEE
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, an audit committee has been duly constituted. The Audit Committee as on March 31, 2023 comprises of the following
Independent Directors:
18
Mr. Inderjit Singh Independent Director, Chairman
Mr. Ramesh Kumar Independent Director, Member
Mr. Surinder Singh Managing Director, Member
Details of the Audit Committee have been separately given in the corporate governance report. Further, all recommendations of Audit Committee were accepted by the
Board of Directors.
NOMINATION & REMUNERATION COMMITTEE
In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of
section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2023 comprises of the following Directors:

Mrs. Parminder Kaur Director, Member
The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted
Stakeholders Relationship Committee with following composition as on March 31, 2023:-

CEO / CFO CERTIFICATION
In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Regulation. The Certificate has
been reviewed by the Audit Committee and taken on record by the Board of Directors.
DEMATERIALIZATION OF SHARES
As mentioned in Company’s earlier Annual Reports, the Company’s Equity Shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated
through arrangement with NSDL and CDSL. About 87.4% of the shares of the Company are already in dematerialized form. M/s Mas Services Limited, New Delhi is acting
as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.
19
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates,
business model of the Company and related matters are communicated to the Independent Directors from time to time and are available on the website of the company.
INDUSTRIAL RELATIONSHIPS
Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and
dedication of the employees of the Company.
SUSTAINABILITY INITIATIVE
Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.
SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES
There is no liability towards principal and interest payable to Micro, Small & Medium Enterprises as on 31st March, 2023.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.
DIRECTORS’ RESPONSIBILITY STATEMENT:-
Pursuant to the Directors’ Responsibility Statement referred to in clause (c) of Section 134(3) of the Companies Act, 2013, it is hereby confirmed that:-
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) 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 that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating
effectively.
(f) 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.
20
ACKNOWLEDGEMENT:-
The Directors express their gratitude to their shareholders, business associates, vendors, clients, government authorities and the bankers of the Company for the help
and co-operation that the Company has received from them.
The Directors also take this opportunity to express that the relations between the management and the staff were cordial during the period under review. Your Directors
place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

Sd/
Surinder Singh
(Managing Director)
DIN: 00030011
21
Annexure-1
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
A. Conservation of Energy:
The company is not doing much of the manufacturing activity. Still your company has always been conscious of the need for conservation of energy and
natural resources.
B. Technology Absorption:
The Company continues to absorb and upgrade modern technologies in its operations and back end support functions like Accounts, Human Resource
Management, Operations and Compliance functions.
Continuous monitoring of the functions and methods being adopted in the company.
Information regarding Technology Imported during the last 3 years
 The details of Technology Imported -Nil

 The year of Import -N.A
 Whether technology has been fully absorbed -N.A
 If not fully absorbed, Areas where Absorption has -N.A
not taken place and the reasons thereof.
C. Foreign exchange earnings and outgo:
The Company has not earned any income or incurred any expenditure in foreign exchange during the financial year.

Sd/
Surinder Singh
(Managing Director)
DIN: 00030011
22
ANNEXURE - 2
NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto
and SEBI (LODR) Regulations, 2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior
Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.
.
Objective:
The objective of the policy is to ensure that

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
• remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals.
Role of the Committee:
The role of the NRC will be the following:

• To formulate criteria for determining qualifications, positive attributes and independence of a Director.
• To formulate criteria for evaluation of Independent Directors and the Board.
• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
• To carry out evaluation of Director’s performance.
• To recommend to the Board the appointment and removal of Directors and Senior Management.
• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
• To devise a policy on Board diversity, composition, size.
• Succession planning for replacing Key Executives and overseeing.
• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be
applicable.
• To perform such other functions as may be necessary or appropriate for the performance of its duties.
Policy for Remuneration to Directors, Key Managerial Personnel and Senior Management
Remuneration to Managing Director /Whole-Time Directors:
a) The Remuneration / Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules
made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to
Managing Director / Whole-time Directors.
Remuneration to Non-Executive/Independent directors:
23
a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount
of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors;
b) All the remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act,
2013) shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of
such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the
case may be;
c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company;
d) Any remuneration paid to Non-Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration
for the purposes of clause(b) above if the following conditions are satisfied:
i) The Services are rendered by such Director in his capacity as the professional; and
ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
Remuneration to Key Managerial Personnel and Senior Management:
The remuneration of Key Managerial Personnel shall from time to time, be fixed by the Board and may be by way of salary or commission or participation in profits or by any or
all of these modes or in any other form and shall be subject to the limitations prescribed in Schedule V along with Sections 196 and 197 of the Act.
Implementation
 The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered
appropriate.
 The Committee may Delegate any of its powers to one or more of its members.
 The above criteria and policy are subject to review by the Nomination & Remuneration committee & the Board of Directors of the Company
 The Board is authorized to deviate from the Remuneration Policy in deserving case.
24
ANNEXURE -3
MANAGEMENT DISCUSSION & ANALYSIS REPORT
India has the world's second-largest telecom market. The total subscriber base, wireless subscriptions, and wired internet subscriptions have increased steadily. As of
April 2022, teledensity stood at 84.88%, total broadband subscriptions increased to 788.77 million, and the overall subscriber base stood at 1.16 billion.
Telecommunications play a fundamental role in shaping up the modern world across all aspects of the human race ranging from health, education, science, commerce,
industry, media, entertainment, information and services etc. Moreover, the global outbreak of Covid-19 pandemic reinforced the relevance of telecommunications as a
fundamental element of today’s functioning society.
Opportunities, threats and risks:
We operate in a competitive environment as our principal products, wires and cables are produced by a large number of other manufacturers in India and abroad. Players
in this market generally compete with each other on key attributes such as technical competence, quality of products and services, pricing and track record. We compete
with our competitors based on our track record of quality, technical competence and distribution channels.
Internal Control System:
The company has very effective internal control system. It has in place adequate Internal Financial Controls commensurate with the size, scale and complexity of its
Operations. All the assets of the Company are properly safeguarded. The use of assets is properly recorded. The internal control system is properly documented. The
system is reviewed and updated by the management periodically. The finding and suggestions of internal control are reviewed by the Board of Directors & Audit Committee
and they make sure that internal control system is properly complied with.
Human Resources and Industrial relation:
The company is maintaining very cordially relations with all concerned people. With the change in management, new faces have been inducted in the company. The
relations with banks and other statutory departments are also very cordial.
Our Company strives to retain talent by facilitating career growth through job enrichment and empowerment, as it believes that the pool of the human resource is the
biggest asset of the organization. Your Company maintains a cordial relationship with its employees through a constructive work environment in support of productive
gains.
Responsibility for the management discussion and analysis report
The Board of Directors have reviewed the Management Discussion and Analysis prepared by the Management. Statement in this report of the Company's objective,
projections, estimates, exceptions, and predictions are forward looking statements subject to the applicable laws and regulations. The statements may be subjected to
certain risks and uncertainties. The Company assumes no responsibility in respect of forward looking statements that may be amended or modified in future on the basis
of subsequent developments, information or events.
25
OTHER KEY INDICATORS
Ratios 2022-23 2021-22 Reason for change
DEBTORS TURNOVER RATIO NA NA No Sale during the reporting year

No Sale during the reporting year
INVENTORY TURNOVER RATIO NA NA
INTEREST COVERAGE RATIO NA NA
0 Due to reduction in current liabilities
CURRENT RATIO 19.91
0 Repayment of debt
DEBT EQUITY RATIO 0.25
OPREATING PROFIT MARGIN 0 0
NET PROFIT RATIO 0 0
CAUTIONARY STATEMENT
The statement in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations are forward–looking statements
within the meaning of applicable laws and regulations and which the management believes are true to the best of its knowledge at the time of preparation. Actual results
may differ substantially or materially from such expectations whether expressed or implied and hence, the Company and the management shall not be held liable for any
loss, which may arise as a result of any action taken based on the information contained herein. Several factors could make significant difference to the Company’s
operations. These include climatic and economic conditions affecting demand and supply, government regulations and taxation, natural calamities over which the Company
does not have any direct control.

Sd/
Surinder Singh
(Managing Director)
DIN: 00030011
26
ANNEXURE -4
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans
Sr. Name of Entity/Person Amount (in Rs.) Purpose
No.
1 No Loan have been given during the Financial year 2022-23
2
TOTAL
Details of Guarantees
Sr. Name of Entity/Person Amount Purpose
No.
1 No Guarantees have been given during the Financial year 2022-23
Details of Investments
Sr. Name of Entity/Person Amount Purpose
No.
1 No Investments have been made during the Financial
year 2022-23
27
ANNEXURE 5
Form No. MR-3

SECRETARIAL AUDIT REPORT
For The Financial Year Ended 31st March. 2023
[Pursuant to section 204(1) of the Companies Act, 201 3 and rule No.9 of theCompanies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
S G N Telecoms Limited,
E-58, Phase VIII, EL Top,
SAS Nagar, Mohali, Punjab.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by S G N TELECOMS LIMITED
(hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the S G N TELECOMS LIMITED’S books, papers, minute books, forms and returns filed and other records maintained by the company and
also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion,
the company has, during the audit period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by S G N TELECOMS LIMITED (“the Company”) for the financial
year ended on March 31, 2023 under the provisions of below mentioned regulations, which were shared with me:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings to the extent applicable;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013.
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and the amendments thereof: - Not applicable, as none of the securities
were delisted during the audit period.
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018: Not Applicable during the period under review.
28
e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014: Not Applicable as the Company has not provided any share based
benefits to the employees during the year under review.
f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Chapter V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015- Not applicable as the company has not issued any debt securities during the financial year under review.
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client- Not applicable as the company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review.
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018: Not Applicable as there was no instance of Buy-Back during the financial year.
i) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021: Not applicable during the financial year under review.
(vi) The major provisions and requirements prescribed under all applicable Labour laws viz. The Payment of Wages Act, 1936, The Minimum Wages Act, 1948, The
Payment of Bonus Act, 1965, Employee’s State Insurance Act, 1948, Employees Provident Fund and Miscellaneous Provisions Act, 1952, Payment of Gratuity Act,
1972 etc.
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India.
b) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 being listed on BSE Limited.
During the period under review the Company has complied with the provisions of the act, rules, regulations, guidelines, standards, etc. mentioned above.
Based on our examination and the information received and records maintained, I further report that:
1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors of the company during the year were carried out in compliance with the applicable regulations.
2. As per information available, notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a
system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
3. All decisions are carried through majority, while the dissenting members’ views, if any, are captured and recorded as part of the minutes.
4. The company has proper board processes.
Based on the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the Company Secretary/ Officers, I am of
an opinion that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
I further report that during the audit period:
1. The company is not yet maintaining a Digital Structural Database of the persons or entities with whom the unpublished price sensitive information is shared as per the
SEBI (Prohibition of Insider Trading) Regulations, 2015.
29
2. The registration of the Independent Directors of the company have not been renewed on the Independent Directors Databank as per the provisions of Section 150 of
the Companies Act, 2013 and the directors have not yet cleared the self proficiency test.
I further report that during the audit period, there were no instances of:
(i) Public/ Rights/ Preferential Issue of Shares/ Debentures/ Sweat Equity.

(ii) Redemption / buy-back of securities.
(iii) Resolutions passed under Section 180 of the Companies Act, 2013.
(iv) Merger / amalgamation / reconstruction etc.
(v) Foreign technical collaborations.
Place: Shimla For ANIL NEGI & COMPANY

Date: 07.08.2023 Company Secretaries
UDIN: A046547E000756498
Anil Singh Negi

M. No.. 46547
C P No.: 17213
Peer Review Cert No. 2383/2022
This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.
“Annexure-A”
To,
The Members,
S G N Telecoms Limited,
E-58, Phase VIII, EL Top,
SAS Nagar, Mphali, Punjab.
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records, based
on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The
verification was done on test basis to ensure that the correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a
reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.
30
4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was
limited to the extent of verification of procedures on test basis.
6. The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the company.
Place: Shimla For ANIL NEGI & COMPANY

UDIN: A046547E000756498
Anil Singh Negi

M. No. 46547
C P No.: 17213
31
ANNEXURE 6
NON APPLICABILITY OF SUBMISSION OF REPORT ON CORPORATE GOVERNANCE AS PER EXEMPTION GIVEN INREGULATION 15 (2) (A) OF CHAPTER IV
OF SEBI (LODR) REGULATIONS, 2015
To
The Members of
S G N Telecoms Limited
This is to certify that in terms of Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions regarding Corporate
Governance under the LODR regulations are not applicable to the company SGN Telecoms Limited during the financial year ended on 31.03.2023 since, the paid up share
capital of the company is less than Rs. 10.00 Crores and the Networth of the company has been less than Rs. 25.00 Crores for the previous financial year as per the
Audited financial statements and as on the financial year ended on March 31, 2023.
The company still committed to maintain the highest standards of Corporate Governance and providing the Voluntary Corporate Governance Report.

Sd/
Surinder Singh
(Managing Director)
DIN: 00030011
VOLUNTARY REPORT ON CORPORATE GOVERNANCE
1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is the combination of voluntary practice and compliance with laws and regulations leading to effective control and management of the
company. The company believes that good corporate governance contemplates that corporate actions balance the interest of all stockholders and satisfy the tests of
accountability, transparency and fair play. The company believes that all its operations and actions must be directed towards overall shareholder value.However, the
provisions of corporate governance are not applicable to the company but Your Company is still committed to maintain the highest standards of Corporate Governance.
32
2. BOARD OF DIRECTORS
(i) Composition and category of Directors
The strength of Board was 4 (Four) Directors as on 31st March 2023. The Board consisted of One Managing Director, twoNon-Executive Independent Director, one Non-
Executive Director.
1. Mr. Surinder Singh - Executive Chairman cum Managing Director

2. Mrs. Parminder Kaur - Non-Executive Director
3. Mr. Inderjit Singh - Non-Executive Independent Director
4. Mr. Ramesh Kumar - Non Executive Independent Director
(ii) The attendance at Board Meetings and at the Last Annual General Meeting and the No. of Other Directorships and Committee Memberships/Chairmanships of Directors
is given below :-
NAME Surinder Singh Parminder Kaur Inderjit Singh Ramesh Kumar

Independent &
Non Executive Independent & Non
CATEGORY Executive Non- Executive Director Executive Director
No. of Board Meetings attended 6 6 7 7
Attendance at the AGM held on
30.09.2022 Yes Yes Yes Yes
*No. of other Boards in which
Member or chairperson NIL NIL NIL NIL
Names of the listed entities where
the person is a director and the
category of directorship
NIL NIL NIL NIL
No. of other
Board
Committees in Member NIL NIL NIL NIL
which Member
or Chairperson
Chairperson NIL NIL NIL NIL
None of the Directors of the Board serve as Member of more than 10 Committees nor do they Chair more than 5 Committees.
(iii) Number of Board Meetings held, dates on which held:
Total 7 Board meetings were held during the period from 1st April, 2022 to March 31, 2023.
30.05.2022, 08.06.2022, 14.08.2022, 30.08.2022 and 14.11.2022, 14.02.2023 and 20.03.2023.
During the year under review, the gap between two meetings did not exceed 120 days as per SEBI (PODR) Regulations, 2015 and Section 173 of the Companies Act,
2013.
33
(iv) Chart on the Core skills/expertise/competence of Directors
Name of Director Category Core

skills/expertise/competence
Surinder Singh Managing Director Technical/Management
Parminder Kaur Non-executive Non-independent Director General Management
Inderjit Singh Non-executive Independent Director General Management
Ramesh Kumar Non-executive Independent Director Sales /General Management
(v) Shareholding of Non-Executive Directors: Mrs. Parminder Kaur, Non-Executive Director holds 997600 shares as on 31st, March, 2023.
(vi) Opinion of the Board about Independent Directors: In the opinion of the Board, the Independent Directors satisfy the criteria to be appointed as such in the company.
(vii) Information placed before the Board
The Agenda is circulated well in advance to the Board Members. The items in the Agenda are backed by comprehensive background information to facilitate meaningful
discussions and to enable the Board to take efficient decisions. The Board of the company is presented with all relevant information on various vital matters affecting the
working of the Company in addition to the matters set out in the SEBI (LODR), Regulations, 2015. Also, extensive information is provided on various critical matters such
as Risk Assessment, Growth, Expansion, Related party transactions, sales, financial performance, foreign exchange exposure, Appointment of Key Management personnel,
legal proceedings, share transfer compliance, quarterly financial results, significant labour and human relation matters.
3.AUDIT COMMITTEE
TERMS OF REFERENCE:
Powers of the Audit Committee
The powers of the Audit Committee shall include the following:
1. To investigate any activity within the terms of reference

2. To seek information from any employee
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise, if it considers necessary
Composition of Audit Committee
As on 31.03.2023, the Audit Committee of the Company comprises of 2 Non-executive Independent Directors, who are well qualified and financially literate and 1 Executive
Director. Following is the composition of the Audit Committee:

34
Meetings of Audit Committee and attendance during the year 2022-23
4 meetings of the Audit Committee have been held during the year on 30.05.2022, 14.08.2022, 14.11.2022 and 14.02.2023.
The attendance at the Audit Committee Meetings during the period from 01.04.2022 till 31.03.2023 is given below:
Name Title No. of No. of Meetings

Meetings held attended
Mr. Inderjit Singh Independent Director and 4 4
Chairman of Committee
Mr. Ramesh Kumar Independent 4 1
Director, Member
Mr. Surinder Singh Managing 4 4
Director, Member
4. NOMINATION AND REMUNERATION COMMITTEE
COMPOSITION:-
Following is the composition of the Nomination and Remuneration Committee as on 31-03-2023:
Name Title
Mr. Inderjit Singh Independent Director and Chairman of Committee
Ms. Parminder Kaur Non-Executive Director, Member
One meeting of the Committee has been held during the year on 08.06.2022.
5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
The Stakeholders’ Relationship Committee of the Board has been constituted to look into complaints like transfer of shares, non-receipt of Balance Sheet, non-receipt of
Annual Report etc. The Committee is headed by Mr. Inderjit Singh, who is a Non Executive Independent Director. Mr. Ramesh Kumar, Non-executive Independent Director
and Mr. Surinder Singh, Managing Director are other Members of the Committee. One meeting of the Committee has been held during the year on 25.03.2023.
COMPOSITION:
Following is the composition of the Stakeholders’ Relationship Committee:

35
NAME AND DESIGNATION OF COMPLIANCE OFFICER
Ms. Saloni Mehra, is the Compliance Officer of the Company. The Compliance Officer can be contacted at: 01725063378
sgntelecom@rediffmail.com
TEL: 0172- 5063378

FAX: 0172- 4663378
Pecuniary relationships of directors with the company: None of the Directors holds any pecuniary relationship with the company.
Bifurcation of the remuneration paid to the executive directors:
SN. Particulars of Remuneration Name of Directors Total Amount

----- ---- ---- ---
1 Independent Directors
Fee for attending board committee
meetings
Commission
Others, please specify
Total (1)
2 Other Non-Executive Directors
Fee for attending board committee
meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
Overall Ceiling as per the Act
6. GENERAL BODY MEETINGS
(i) Location and time of Annual General Meetings held in the last 3 years:
YEAR 2020 2021 2022

Type of Meeting AGM AGM AGM
Date 28.12.2020 30.09.2021 30.09.2022
Venue Plot No. 58-59, Plot No. 58-59, Plot No. 58-59,
Industrial Area, Phase Industrial Area, Industrial Area,
VIII-B, SAS Nagar, Phase VIII-B, SAS Phase VIII-B, SAS
Mohali Nagar, Mohali Nagar, Mohali
36
Time 1.00 PM 1.00 PM 1.00 PM
Special Yes No No
Resolution
passed
(ii) Details of the Special Resolutions passed in the last three Annual General Meetings
AGM 2020
Appointment and payment of Remuneration to Mr. Surinder Singh as Chairman cum Managing Director
7. DISCLOSURES
(i) Related Party Transactions
No material significant related party transactions have taken place during the year under review that may have potential conflict with the interests of the Company at large.
(ii) Details of Non-Compliances:
There is no non-compliance by the Company and there are no penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on
any matter related to capital markets, during the last three years.
(iii) Compliance With Mandatory Requirements Of Regulation 27
The Company has complied with all the mandatory conditions of Corporate Governance and is planning to adopt non-mandatory requirements also in a phased manner.
(iv) Disclosure of Accounting Treatment
The Financial statement of Company are prepared as per the prescribed Accounting standards and reflects true and fair view of the business transactions in the Corporate
Governance.
(v) Reconciliation Of Share Capital Audit
A reconciliation of Share Capital Audit was carried out by a qualified practicing Company secretary on quarterly basis for reconciling the total admitted capital with National
Securities Depository Limited (NSDL) and Central Depositary Services (India) Limited (CDSL) and the total issued & listed capital. The audit inter alia confirms that the total
issued/paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialized shares with NSDL & CDSL.
(vi) Material Subsidiaries
The Company does not have any material subsidiary as defined under Listing Regulations. In fact, the Company has no subsidiary Company.
(vii) Disclosure Regarding Appointment Or Re-appointment Of Directors:
Mrs. Parminder Kaur, Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer herself for re-appointment. Her brief
Resumes are already given as part of the Notice of Annual General Meeting.
37
(viii)RELATIONSHIP OF DIRECTORS INTER SE
 Mr. Surinder Singh is the Managing Director of the Company.
 Mrs. Parminder Kaur is the wife of Mr. Surinder Singh.
 No other directors are related to each other in any manner.
(ix)Proceeds from public issues, rights issues, preferential issues, etc.
During the year under review, no money has been raised by the Company by way of Public Issues, Rights Issues, Preferential Issues Etc.
8. Management Discussion & Analysis Report:
Management Discussion & Analysis Report forms part of the Annual Report and include discussions on various matters specified under Clause 49 of the Listing Agreement.
9. MEANS OF COMMUNICATIONS
a. Quarterly Results :
The Quarterly, Half yearly and Annual Results of the Company are sent to Bombay Stock Exchange in accordance with the Listing Agreement. The said Results are
normally published in English and Punjabi newspaper.
b. Presentations to the Institutional Investors or to the Analysts:
No presentations have been made to institutional investors or to the analysts during the year under review.
c. BSE Corporate Compliance and Listing Centre:-
All periodical compliance filings like Shareholding Pattern, Corporate Governance Report, Quarterly Results etc. are filed electronically with the Listing Centre of BSE.
Company is also regular in paying annual listing fee.
10. GENERAL SHAREHOLDER INFORMATION
AGM : Date, time Saturday, the 30thday of September, 2023 at 10.00 A.M.
AGM venue Plot No. 58, Industrial Area, Phase VIII-B, SAS Nagar, Mohali
Financial year April 1st, 2022 to March 31st, 2023
Date of Book closure 23.09.2023 to 30.09-2023 (both days inclusive)
Dividend Payment Date N/A
Listing on Stock Exchanges BSE Limited
ISIN INE266C01023
Scrip Code 531812
Market Price Data: High, Low during each Month High Price Low Price
month in last financial year Apr-22 0.78 0.56
May-22 0.67 0.73
Jun-22 0.57 0.75
Jul-22 0.65 0.75
Aug-22 0.73 0.82
Sep-22 0.60 0.81
38
Oct-22 0.72 0.74
Nov-22 0.54 0.85
Dec-22 0.74 0.74
Jan-23 0.55 0.79
Feb-23 0.60 0.63
Mar-23 0.45 0.63
Registrar and Transfer Agents MAS Services Ltd ,AB-4, Safdarjung Enclave, New Delhi,New
Delhi,Delhi,110029, Tel.: 011- 26387281-83
Share Transfer System To expedite the share transfer process in the physical segment, the
process is undertaken by Common Registry M/s Mas Services. Ltd., New
Delhi. Share Transfers are processed and approved by them and taken
note of by Share Transfer Committee, i.e. Stakeholders’ Relationship
Committee. The said Committee of the Company meets on regular basis
to review the work of Transfer, transmission and issue of duplicate share
certificates etc. The shares of the Company are traded in dematerialized
form only.
Presently, the share transfers, which are received in physical form, are
processed and the share certificates returned within a period of 15 days
from the date of receipt by the RTA, subject to documents being valid
and complete in all respects.
All requests for dematerialization of shares are processed and the

confirmation is given to the Depositories within 15 days by RTA subject
to documents being valid and complete in all respects. Grievances
received from Members and other miscellaneous correspondence on
change of address, mandates etc. are processed by the Registrar within
15 days.
Dematerialization of shares Liquidity:- 87.40%of the shareholding of the Company have been
and liquidity dematerialized as on 31.03.2023 and there is sufficient liquidity in the
stock.
Outstanding GDRs/ADRs/Warrants or any The Company has not issued any GDRs/ADRs/Warrants or any
Convertible instruments, conversion date and convertible instruments
likely impact on equity
Address for correspondence The Managing Director, Plot No. 58-59, Industrial Area, Phase VIII-B,
SAS Nagar, Mohali
Ph. 0172- 5063378, Fax 0172- 4663378
email: sgntelecom@rediffmail.com
(a) Distribution of Shareholding (No. of Shares) as on March 31, 2023 is as under :-
39
No. of Shares No. of % of Total No. of Shares % of Holding
Shareholders Shareholders
1 – 5000 11261 83.625 16214793 20.065
5001 – 10000 1228 9.119 10540760 13.043
10001 – 20000 502 3.727 7652909 9.470
20001 – 30000 210 1.559 5366803 6.641
30001 – 40000 70 0.519 2526239 3.126
40001 – 50000 55 0.408 2661045 3.292
50001 – 100000 85 0.631 6384203 7.900
100001 and above 55 0.408 29463148 36.459
Total 13466 100.000 80809900 100.000
Shareholding Pattern as on 31st March, 2023:-
Category No. of Shares held

Promoters 19790000
Institutional Investors 0
Mutual Funds & UTI 0
Banks, Financial Institutions and Insurance 10000
Companies
FII’s 0
Others 176747
Private Corporate Bodies 0
Indian Public 57099668
NRIs/OCBs 0
Trust 0
40
11. Total Fees for all services paid by the listed and its subsidiaries.
The detail of payment of total fees to the Statutory Auditor is as under:
Statutory Audit Rs.25,000/-

Tax Audit -
Total Rs.25,000/-
12. CEO CERTIFICATION
In terms of the requirements of Listing Regulations, the Managing Director has submitted necessary certificate to the Board of Directors stating the particulars specified
under the Regulations. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.
13. SUBSIDIARY COMPANIES
The Company has no Subsidiary Company. As such, information and compliance in this regard is NIL.
14. FAMILIARISATION PROGRAMME
Your Company follows a structured orientation and familiarization programme through various programs / presentations for Independent Directors with a view to update
them on the Company’s policies and procedures on a regular basis. Periodic presentations are made at the Board Meetings on Company’s strategy, business model,
operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities, risk management, and such other areas
as may arise from time to time.
15. The disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 shall be made in the section on corporate governance of the annual report.
As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (LODR Regulations) the regulations 17-27 of the LODR Regulations
pertaining to requirements of Corporate Governance are not applicable to the company. However, striving towards compliance with the highest standards of compliance
and transparency, the company has voluntarily adopted the compliance with the requirements of Corporate Governance to the maximum possible extent.
41
ANNEXURE-7
DETAILS UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
i. Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2022-23, the percentage increase
in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director and Company Secretary during the financial year 2022-2023.
Sr. No. Name of Director/KMP Designation The Ratio of the The percentage increase
remuneration of each in remuneration
Director to the median
remuneration of the
employees
1 Surinder Singh Managing Director NIL NA
2 Manjit Kaur CFO NA NIL

3 Saloni Mehra CS NA NIL
ii. The percentage increase in the median remuneration of Employees for the financial year was 0%
iii. The Company has 5 permanent Employees on the rolls of Company as on 31st March, 2023.
iv. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year, its comparison with the percentile
increase in the managerial remuneration, justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average percentage increase made in the salaries of Employees other than the managerial personnel in the financial year was 0%.
v. Affirmation that the remuneration is as per the remuneration policy of the Company:
It is affirmed that the remuneration is as per the ‘Remuneration Policy for Directors, Key Managerial Personnel and other employees’ adopted by the Company.
42
VIGIL MECHANISM CUM WHISLTE BLOWER POLICY
1. General
SGN Telecoms Limited (the Company) expects its Directors, Officers, Employees, and other representatives to observe high standards of business and personal ethics in the
conduct of their duties and responsibilities. As employees and representatives of the Company, we must practice honesty and integrity in fulfilling our responsibilities and comply
with all applicable laws and regulations.
Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 mandates the following classes of companies
to constitute a vigil mechanism –
Every Listed Company;
Every other Company which accepts deposits from the public;
Every Company which has borrowed money from banks and public financial institutions in excess of Rs. 50 crores.
Further, Listing Regulations, 2015provides for a mandatory requirement for all listed companies to establish a mechanism called the ‘Whistleblower Policy’ for Directors and
Employees to report concerns of unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of Conduct or Ethics Policy.
2. Definitions
The definitions of some of the key terms used in this Policy are given below.
a. “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 and read
with Listing Regulations, 2015
b. “Employee” means every employee of the Company including the Directors in the employment of the Company.
e. “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
c. “Whistleblower” means an employee or director making a Protected Disclosure under this Policy.
3. Reporting Responsibility
It is the responsibility of all directors, officers, and employees to report Wrongful Conduct in accordance with this Whistleblower Policy.
4. Wrongful Conduct
“Wrongful Conduct” is defined in this Whistleblower Policy to includes a serious violation of Company’s policy; a violation of applicable state and federal law; or the use of
Company’s property, resources, or authority for personal gain or other non organization-related purpose except as provided under the policy
This definition of Wrongful Conduct is not intended to be an exclusive listing of the illegal or improper activity encompassed by the Whistleblower Policy. Rather, the Whistleblower
Policy is intended to serve as a means of reporting all serious improprieties that potentially impact the integrity and effective operation of the Company.
5. No Retaliation
No Director, Officer, or Employee who in good faith reports Wrongful Conduct will suffer harassment, retaliation or adverse employment consequence. Any Director, officer, or
employee who retaliates against anyone who has reported Wrongful Conduct in good faith is subject to discipline up to and including termination of employment or removal
from the board or directors, as applicable. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Company
prior to seeking resolution outside the Company.
6. Reporting Wrongful Conduct
43
SGN Telecoms Limited encourages its Directors, Officers, and Employees to share their questions, concerns, suggestions, or complaints with someone who can address them
properly. Any Director, officer, or employee may report Wrongful Conduct to the Executive Director or the Chairman of the Board of Directors / Audit committee. If the Wrongful
Conduct implicates one or both of the Executive Director or the Chairman of the Board of Directors / Audit Committee, or if the reporting individual is not comfortable speaking
with or not satisfied with response of the foregoing individuals, the issue may be reported to any member of the Board of Directors. The Executive Director, Chairman of the
Board of Directors, and all members of the Board of Directors to whom a report of Wrongful Conduct is made are required to immediately advise the full Board of Directors of
such report of Wrongful Conduct.
7. Acting in Good Faith
Anyone filing a complaint of Wrongful Conduct must be acting in good faith and have reasonable grounds for believing the information disclosed indicates Wrongful Conduct.
Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
8. Confidentiality
Reports of Wrongful Conduct or suspected Wrongful Conduct may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of
Wrongful Conduct or suspected Wrongful Conduct will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
9. Handling of Reported Wrongful Conduct
A representative of the Board of Directors will notify the sender and acknowledge receipt of the reported Wrongful Conduct or suspected Wrongful Conduct within five business
days, unless such report was submitted anonymously. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
10. Retention of documents
All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.
11. Amendment
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or
modification will be binding on the Employees and Directors unless the same is notified to the Employees and Directors in writing.
44
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V - Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To
The Members,
SGN Telecoms Limited

E 58 Phase VIIIELTOP SAS Nagar Mohali Rupnagar
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of SGN Telecoms Limited CIN L64200PB1986PLC006807 and
having its registered office at E 58 Phase VIIIELTOP SAS Nagar Mohali Rupnagar (hereinafter referred to as ‘the Company’), produced before me by the Company for the
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V- Para C Sub-clause 10(i) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The following are the Directors of the Company as on 31st, March, 2023:
S.No. Name of Director DIN Date of Appointment in the Company

1 Surinder Singh 00030011 16.04.1986
2 Parminder Kaur 00030025 28.11.1996
3 Inderjit Singh 01974844 30.04.2002
4 Ramesh Kumar 08290247 29/11/2018
In my opinion and to the best of my information and according to the verifications (includingDirectors Identification Number (DIN) status at the portal www.mca.gov.in as
considerednecessary and explanations furnished to me by the Company and its officers, I hereby certify
The registration of the Independent Directors of the company have not been renewed on the Independent Directors Databank as per the provisions of Section 150 of the
Companies Act, 2013 and one of the Independent Director have not yet cleared the self-proficiency test. Further as per the confirmation given by management to us, the New
qualified Independent Women Director is being Appointed in the ensuing AGM. The same has been disclosed in the Notice of the AGM.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express
an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
Place: Shimla For Anil Negi & Company

UDIN: A046547E000959173
Anil Singh Negi

M. No.. 46547
C P No.: 17213
45
DECLARATION OF THE MANAGING DIRECTOR
This is to certify that the Company has laid down code of conduct for all Board Members and Senior Management of the Company. Further certified that the Members of the
Board of Directors and Senior Management personnel have affirmed having complied with the code applicable to them during the year ended March 31, 2023.
Place: Mohali For SGN Telecoms Limited

Date: 07.09.2023
Sd/-
SURINDER SINGH
Managing Director
46
CEO and CFO DECLARATION
(Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
for the Financial Year ended 31st March, 2023)
The Board of Directors of,

SGN Telecoms Ltd.,
E 58 PHASE VIII, ELTOP,
SAS NAGAR MOHALI
We hereby certify that for the financial year ending 31-03-2023, on the basis of review of financial statements and the cash flow statement for the year and that to the
best of our knowledge and belief:
1. These Statements of SGN Telecoms Limited for the Financial year ending 31-03-2023, do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
2. These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and
regulations.
3. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s
code of conduct.
4. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems
of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal
controls, if any, of which we are aware and we have taken steps from time to time to rectify these deficiencies.
5. We further certify that we have indicated to the Auditors and the Audit Committee that:
a) there have been no significant changes in internal control over financial reporting during the year;
b) there have been no significant changes in accounting policies during the year and
c) there have been no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a
significant role in the company’s internal control system over financial reporting.
Sd/- Sd/-
Surinder Singh Manjit Kaur
(Managing Director) (Chief Financial Officer)
47
UDIN: 23080287BGVVYS9315
INDEPENDENT AUDITOR'S REPORT
To the Members of,

M/S SGN TELECOMS LIMITED
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of SGN TELECOMS LIMITED ("the Company"), which comprise the balance sheet as at 31st March 2023,and the statement of
Profit and Loss,(statement of changes in equity)and statement of cash flows for the year the ended ,and no test the financial statements, including a summary of significant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in
the manner so required and give a true and fair view in conform it with the accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2023, and profit (changes in equity) and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act,2013 and the Rules there under ,and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
KAM on Related Party Transactions
Key Audit Matter As a part of the business activity, the Company deals with entities which are related parties and significant revenue sources are from
related parties only.
48
The Arm's length pricing go the transactions with Related Parties, risks of material misstatement associated with related party
relationships and transactions may have significant impact on the interest of the Company and true and fair presentation of related
party relationships and transactions in the financial statements of the Company.
Reference to related disclosures: Refer Note 2.29 to the Financial Statements.
Principal Audit Procedures We performed following audit procedures relating to related party relationships and transactions.
• We inquired of management regarding:
• The identity of the Company's related parties ,including changes from the prior period;
• The nature of the relationships between the Company and related parties; and
• The type and purpose of the transactions with related parties.
• Identify, account for, and disclose related party relationships and transactions In accordance with the applicable financial reporting
framework;
• Confirmations obtained from related parties for an outstanding balances as part of our audit procedures;
• Performed appropriate substantive audit procedures relating to identified related parties and related party transactions.
• Evaluate the terms of the related party transactions that these are consistent with management's explanations.
• Ensured that all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are repetitive in nature.
• Inquired that the Company has adopted a Related Party Transactions Policy approved by the Board and transactions are as per the
policy.
Conclusion: Our procedures did not identify any material exceptions.

KAM on Migration to new information systems
Key Audit Matter Information Technology (IT)systems and controls
During the year, the company implemented SAP, a new Enterprise Resource Planning (ERP) system. The new system is a fully
integrated financial accounting and reporting system.
The implementation of a new system has an inherent risk of loss of integrity of key financial data being migrated, and the breakdown
in operation or monitoring of IT dependent controls within critical business processes such as purchasing selling and recording of
transaction, which could lead to financial errors or misstatements and inaccurate financial reporting.
49
The Company's financial accounting and reporting systems are heavily dependent on the new system and there is a risk that automated
accounting procedures and related IT dependent manual controls are not designed and operating effectively.
Principal Audit Procedures We have reviewed the information systems migration process and Information Technology General Controls(ITGC)with the assistance
of IT audit specialists, our procedures included:
• Testing General IT Control s: Testing general IT controls around system access, change management and computer operations with
in specific applications pertinent to the financial statements by assessing appropriate policies are in place and adhered to by inspecting
supporting evidence. Also assessed the operation of control so very changes or transactions being recorded In the systems and testing
manual compensating controls ,such as reconciliations between systems and other information sources, through re-performance or
inspection.
• Testing Data Migration: Were viewed the management's planning and processes around systems migration in order as certain how
controls in existing information systems are mapped into new information systems .We also independently tested completeness, validity
and accuracy of transaction and master data migrated to new information system.
Extended scope: Where general IT controls and compensating manual controls where inadequate or ineffective, we performed
additional substantive testing, such as using extended sample sizes and performing data analysis routines over impacted accounts to
test the integrity of the transactional level data that is flowing into the Company's financial statements.
Conclusion: Our procedures did not identify any material exceptions.
Other Information
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and
Analysis, Board's Report including Annexure to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include
the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these
standalone financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
50
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with Standard on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material If, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Standard on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit.
We also:
i. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ii. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of
the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls.
iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
iv. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
v. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
51
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of
the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other legal and Regulatory Requirements.
1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order''), issued by the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the "Annexure-A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure B".
(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion
and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.30 to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Company during the year.
For NARINDER KUMAR & COMPANY

Chartered Accountants
Firm Regn No: 0030737N
M.No:- 080287
Place : Kharar
Date : 26.05.2023
52
ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our
report of even date)
(i) In respect of its Fixed Assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) The fixed assets have not been physically verified by the management during the year but the Company has a system of periodic verification of fixed assets. In our
opinion, the frequency of verification is at reasonable intervals considering the size of the Company.
c) The title deeds of immovable properties are held in the name of the Company.
(ii) In respects of Inventory:
a. There are no operations or activity carried by the company during the year. There are no stocks lying in the company.
b. Since there are no stocks .There is no need of any physical verification of stock
(i) Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties listed in the register maintained under
Section 189 of the Act. There are Advances amounting to Rs. 7603021.65 outstanding since long which are not recoverable and hence written off during the year.
(ii) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies
Act, 2013 in respect of loans, investments, guarantees, and security.
(iii) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or
any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
(iv) There are not stock lying so no need to maintain cost account.
(iii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax,
Customs Duty, Excise Duty, Value Added Tax, Cess, Goods and Service tax and other material statutory dues applicable to it to the appropriate authorities. Also refer
Note 2.31 to financial statements.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty,
Value Added Tax, Cess, Goods and Service tax and other material statutory dues in arrears as at March 31, 2023 for a period of more than six months from the date
they became payable.
(c) The details of dues of Income Tax & Excise duty which have not been deposited as on March 31, 2023 on account of disputes are given below:
53
( Rs. In Lakhs)
Statute Nature Forum where dispute is Period to which the amount Amount Involved
pending relates
NIL NIL NIL NIL NIL
(iv) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to Banks, Financial Institutions,
and Government or debenture holders.
(V) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3
(ix) of the Order are not applicable to the Company and not commented upon.
(vi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees
has been noticed or reported during the year.
(vii) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided
in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.
(viii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company.
(ix) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and188 of the Companies Act, 2013,
where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required
by the applicable accounting standards.
(x) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting
under clause 3 (xiv) of the Order is not applicable to the Company.
(xi) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its
directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company and hence not commented upon.
(xii) In our opinion, the Company is not required to be registered under section 45-1 of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi)
of the Order are not applicable to the Company and hence not commented upon.

M.No:- 080287
Place : Kharar
Date : 26.05.2023
54
ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph “f” under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of M/S SGN TELECOMS LIMITED as of March 31, 2023 in conjunction with our audit of the financial
statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,
2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and
the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting,
assessing whether the risk of a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to
fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial
reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
55
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and not be detected, Also, projections of any evaluation of the internal financial controls over financial reporting to
future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on "the Internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

M.No:- 080287
Place : Kharar
Date : 26.05.2023
UDIN: 23080287BGVVYS9315
56
1. COMPANY’S OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES
1.1 Company’s Overview
M/S SGN TELECOMS LIMITED is a public limited company incorporated and domiciled in India has its works / principal place of business at E -58 Phase-
VIII Indl area Mohali India and registered office at E -58 Phase- VIII Indl area Mohali
S G N TELECOMS LIMITED is in the business of manufacturing Cable components and but no activity has taken place during the year. The Shares of the Company
are listed on BSE Limited.
1.2 Basis of Preparation and Presentation
These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for
certain financial instruments, which are measured at fair values. The financial statements of the Company have been prepared to comply with the Indian Accounting
standards („Ind AS‟), including the rules notified under the relevant provisions of the Companies Act, 2013.
The financial statements are approved by the Company‟s Board of Directors and authorised for issue on 26.05.2023.
1.3 Current and Non-Current Classification:
The Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is treated as current when it is:
i) expected to be realized or intended to be sold or consumed in normal operating cycle,

ii) held primarily for the purpose of trading,
iii) expected to be realized within twelve months after the reporting period,
iv) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period, or
v) carrying current portion of non-current financial assets.
All other assets are classified as non-current.
A liability is current when:
i) it is expected to be settled in normal operating cycle,

ii) it is held primarily for the purpose of trading,
iii) it is due to be settled within twelve months after the reporting period,
iv) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period, or
v) it includes current portion of non-current financial liabilities.
All other liabilities are classified as non-current.
57
1.4 Property, Plant and Equipment
i)Property, plant and equipment are stated at cost of construction or acquisition, less accumulated depreciation and impairment losses, if any. Subsequent costs are
included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the
item will flow to the entity and the cost can be measured reliably.
ii) When an asset is scrapped, or otherwise disposed off, the cost and related depreciation are removed from the books of account and resultant profit (including capital
profit) or loss, if any, is reflected in Profit and Loss Account.
iii) Depreciation on Tangible Assets (except Land) is provided on Straight Line Method, pro-rata monthly rests, as per the life prescribed in Schedule II of the Companies
Act, 2013 except for fixed assets mentioned in para (iv) below, based on the Company‟s expected usage Pattern supported by technical assessment
Nature of Assets Life adopted in Accounts
a) Patterns, Blocks and Dies 4 Years

b) Vehicles 4 Years
iv) The assets‟ residual value, useful lives and methods of depreciation are reviewed at each financial year end, and adjustment if any, is made prospectively.
1.5 Investment Properties
Investment Properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured at cost and the same is derecognized upon
disposal or when it is permanently withdrawn from use with no future economic benefits are expected from the disposal.
Depreciation is provided on Straight Line Method, pro-rata monthly rests, as per the life prescribed for Building in Schedule II of the Companies Act, 2013.
1.6 Inventories
Inventories are valued at cost or net realizable value, whichever is lower. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including
manufacturing overheads and is ascertained on weighted average basis, net of recoverable taxes incurred in bringing them to their respective present location and
condition. Cost of raw materials and stores and spares are determined on weighted average basis.
1.7 Foreign Currency Transactions
Foreign currency transactions are recorded at the rates of exchange prevailing on the date of transaction. Monetary foreign currency assets and liabilities outstanding at
the close of the financial year are revalued at the exchange rates prevailing on the balance sheet date. Exchange differences arising on account of fluctuation in the rate
of exchange is recognized in the statement of profit and loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
58
1.8 Employee Benefit
Company’s contributions paid/payable during the year to Employee State Insurance Corporation and Labour Welfare Fund are recognized in the Statement of Profit and
Loss.
Company contributes to the appropriate authorities its share of the Members Provident Fund Account as per the Employees‟ Provident Fund Act, 1952.
Company contributes to a trust, which has taken Master Policy with the Life Insurance Corporation of India to cover its liability towards employees‟ gratuity. Provisions in
respect of liabilities of gratuity and leave encashment are made based on actuarial valuation made by an independent actuary as at the balance sheet date. Gains and
Losses through re-measurements of the net defined benefit liability are recognized in other comprehensive income. The actual return of the plan assets, in excess of the
yields computed by applying the discount rate used to measure the defined benefit obligation is recognized in other comprehensive income.
In respect of Employee Stock Option Scheme:
The compensation cost of stock options granted to employees is measured by the Fair Value Method. The fair value, determined at the grant date of the underlying equity
shares, is recognized and amortised on straight line basis over the vesting period.
1.9 Revenue Recognition
The Ministry of Corporate Affairs notified Ind AS 115 “Revenue from Contracts with Customers” in respect of accounting periods commencing on or after April 1, 2018,
superseding Ind AS 11 “Construction Contracts” and Ind AS 18 “Revenue”.
The Company’s current revenue recognition policy is aligned to the principles enunciated in Ind AS 115 which is effective from April 1, 2018.
The company recognizes revenue from contracts with customers when it satisfies a performance obligation by transferring a promised good or service to a customer. The
revenue is recognized to the extent of transaction price allocated to the performance obligation satisfied.
Transaction price is the amount of a consideration to which the Company expects to be entitled in exchange for transferring good or service to a customer. Payment terms
agreed with a customer are as per business practice and there is no financing component involved in the transaction price.
Revenue from operations
Revenue for the periods upto June 30, 2017 includes excise duty collected from customers. Revenue from July 1, 2017 onwards is exclusive of goods and service tax
(GST) which subsumed excise duty
Sale of goods
Revenue from sale of goods is recognized when the control of the same is transferred to the customer and it is probable that the Company will collect the consideration to
which it is entitled in exchange of goods.
59
Rendering of services
Revenue from rendering services is recognized when performance obligation is satisfied and customer obtains the control of the transferred services. Following criteria is
required to be met for transfer of control of services:
i) the customer simultaneously receives and consumes the benefits from the services transferred.
ii) the Company has an enforceable right to payment for services transferred.
Other Operational Revenue
Other operational revenue represents income earned from the activities incidental to the business and is recognized when the right to receive the income is established
as per the terms of the contract.
Other income
Dividend income from investments is recognized when the right to receive payment has been established.
Interest income is recognized when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income
is accrued on a time basis, by reference to the deposits and at the interest rate settled with the Bank.
1.10 Intangible Assets
Intangible assets are carried at cost and amortized on Straight line method, so as to reflect the pattern in which the assets economic benefits are consumed.
Intangible Asset under Development.
The expenses incurred on development phase are initially recognized as Intangible assets under development until the development phase is complete, upon which the
amount is capitalized as intangible asset.
i) Development expenditure:
Development expenditure incurred on technical services and other project/product related expenses are amortized over the estimated period of benefit, not exceeding five
years. Amortization commences as and when the asset is available for use.
ii) Software Expenditure:
Software Expenditure incurred is amortized on pro-rata basis over a period not exceeding four years, commencing from the year in which the expenditure is incurred.
60
1.11 Taxes on Income
Current tax is determined as the amount of tax payable in respect of the taxable income for the year.
Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases
used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised
for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be
utilised.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax
rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
1.12 Financial Instrument
Financial Assets
Initial recognition and measurement
All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition.
Subsequent measurement
Financial assets carried at amortised cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
For trade receivables and other financial assets maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity
of these instruments.
Financial assets at fair value through other comprehensive income (FVTOCI)

A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are measured at FVTPL.
Financial liabilities
Initial recognition and measurement

All financial liabilities are recognized at fair value.
61
Subsequent measurement
Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date,
the carrying amounts approximate fair value due to the short maturity of these instruments.
Derecognition of financial instruments

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire ort transfers the financial asset and the transfer
qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company's Balance Sheet when the obligation
specified in the contract is discharged or cancelled or expires.
1.13 Impairment of Assets
The carrying value of assets at each balance sheet date are reviewed for Impairment. If any indication exists, the recoverable amount of such assets is estimated and
impairment is recognized if the carrying amount of these assets exceeds their recoverable amount.
1.14 Provisions, contingent liabilities and contingent assets:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of
money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.
In respect of warranty on sale of engines, the estimated cost of warranty is accrued at the time of sale. The estimate for accounting of warranty is periodically reviewed
and revisions are made as and when required.
1.15 Use of estimates and judgments
The preparation of the Company’s financial statements requires management to make judgement, estimates and assumptions that affect the reported amount of revenue,
expenses, assets and liabilities and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of assets or liabilities affected in future periods.
Depreciation / amortisation and useful lives of property plant and equipment intangible assets:
Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives, after taking into account estimated residual value.
Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation / amortisation to be recorded
during any reporting period. The useful lives and residual values are based on the Company‟s historical experience with similar assets and take into account anticipated
technological changes. The depreciation / amortisation for future periods is revised if there are significant changes from previous estimates.
Fair value measurement of financial instruments:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year. The Company based its assumptions and estimates on parameters available when the
financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances
arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
62
Provision for product warranty
The Company recognizes provision for product warranties in respect of its products that it sells. Provisions are discounted, where necessary to its present value based on
the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjust to reflect the current best estimates.
1.16 Earnings per share:

Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding
during the year. Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year.
1.17 Cash and cash equivalents:

Cash and cash equivalents includes cash in hand and deposits with any qualifying financial institution repayable on demand or maturing within three months from the date
of acquisition and which are subject to an insignificant risk of change in value.
1.18 Accounting Policies not specifically referred above are consistent with generally accepted Accounting practices.
63
Balance sheet as at 31 March 2023
(Amount in Rs.)
Particulars Note As at As at
31 March 2023 31 March 2022
ASSETS
Non-current assets
a) Property plant and equipment 2.1 10319193.94 10319193.94
b) Capital Work in progress 0.00 0.00
c) Investment Property 2.2 0.00 0.00
d) Intangible Assets 2.3 0.00 0.00
e) Intangible Assets under Development 0.00 0.00
f) Other non-current assets 2.4 0.00 0.00
Total Non-Current Assets 10319193.94 10319193.94
Current assets
a) Inventories 2.5 0.00 0.00
b) Financial assets
i) Investments 2.6 0.00 0.00
ii) Trade receivables 2.7 25295103.74 25526649.74
ii) Cash and cash equivalents 2.8 0.00 0.00
iii) Other bank balances 2.8 7876.35 16518.35
iv) Other financial assets 2.9 0.00 0.00
c) Other current assets 2.1 44312.46 89391.00
Total Current assets 25347292.55 25632559.09
Total assets 35666486.49 35951753.03
EQUITY AND LIABILITIES

Equity
a) Equity share capital 2.11 80809900.00 80809900.00
b) Other equity (refer SOCE) -69502753.19 -67942419.44
Total Equity 11307146.81 12867480.56
LIABILITIES
64
Non-current liabilities
a) Long Term Provisions 2.12 23426153.35 21797134.47
b) Deferred tax liabilities (net) 2.13 0.00 0.00
Total Non-current Liabilities 23426153.35 21797134.47
Current liabilities
a) Financial liabilities
i) Trade payables 2.14
-total outstanding dues of micro and small 0.00 0.00
enterprises
-total outstanding dues of creditors other than 284086.33 439894.00
micro and small enterprises
iv) Other financial liabilities 2.15 0.00 0.00
b) Short term provisions 2.16 0.00 0.00
c) Other Current Liabilities 2.17 649100.00 847244.00
Total Current Liabilities 26 933186.33 1287138.00
14,635.81 15,391.65
Total equity and liabilities 35666486.49 35951753.03

Significant accounting policies 1
Notes on Accounts 2
As per our report of even date attached The Notes referred to above form an integral
part of these financial statements
For Narinder Kumar & Co. For and on behalf of the Board of Directors of
Chartered Accountants SGN Telecoms Limited
Firm's Registration No. 0030737N
Sd/- Sd/- Sd/-

Narinder Kumar Surinder Singh Parminder Kaur
Partner Director Director
Membership No.: 080287
Sd/- Sd/-
Date : 26 May 2023 Saloni Mehra Manjit Kaur
UDIN: 23080287BGVVYS9315 (Company CFO
Secretary)
65
Statement of Profit & Loss as on 31 March 2023
(Amount in Rs)
Particulars Note For the year ended For the year ended
31 March 2023 31 March 2022
Income
Revenue from operations 2.18 0.00 0.00
Other income 2.19 1228960.00 1146360.00
Total income 1228960.00 1146360.00
Expenses
Cost of materials consumed 2.2 0.00 0.00

Changes in inventories of finished goods and work- 2.21 0.00 0.00
in-progress
Excise duty on sales 0.00 0.00
Employee benefits expense 2.22 740740.00 659764.00

Finance costs 2.23 79920.00 90264.92
Depreciation and amortisation expenses 2.1,2.2&2.3 0.00 0.00
Other expenses 2.24 1968633.75 2367367.94
Total expenses 2789293.75 3117396.86
Profit before Exceptional Items and Tax -1560333.75 -1971036.86
Exceptional Items 0.00 0.00
Profit Before Tax -1560333.75 -1971036.86
Tax Expense
Current tax 2.13 0.00 0.00
Deferred tax 2.13 0.00 0.00
Total tax expense 0.00 0.00
(Loss)/Profit After Tax -1560333.75 -1971036.86
Other comprehensive income 0.00 0.00

A i) Items that will not be reclassified to profit or loss 0.00 0.00
ii) Income-tax relating to above items 0.00 0.00
B i) Items that may be reclassified to profit or loss 0.00 0.00
ii) Income-tax relating to above items 0.00 0.00
66
Total comprehensive income for the year -1560333.75 -1971036.86
Earnings per equity share

Basic Earnings per share 2.25 -0.02 -0.01
Diluted Earnings per share 2.25 -0.02 -0.01

Notes on Accounts 2
Sd/- Sd/- Sd/-

Sd/- Sd/-
Secretary)
67
Standalone Statement of Changes in Equity for the year ended 31 March 2023
A. Changes in Equity share capital

Amount in Rs.
Particulars 31.03.2023 31.03.2022
Outstanding at the beginning 0 0
Add : Shares issued on exercise of employee stock options 80809900 80809900
Less : Shares bought back 0 0
Outstanding at the end 80809900 80809900
b. Changes in Other Equity

For the year ended 31.03.2023
.
Particulars Reserves & surplus Amount in Rs
Retained General Securities Capital Capital Other Reserve- Other Total
Earnings Reserve Premium Reserve Redemption Employee Stock Comprehensiv
Reserve Option e Income-
Outstanding Actuarial Gain
Reserve
As at 1st April, 2022 -67942419.44 0 0 0 0 0 0 -67942419.44
Profit / (Loss) for the Year -1560333.75 0 0 0 0 0 0 -1560333.75
Dividend paid on Equity 0 0 0 0 0 0 0 0
Shares
Dividend Distribution Tax 0 0 0 0 0 0 0 0
Options exercised during 0 0 0 0 0 0 0 0
the period
transfer during the year 0 0 0 0 0 0 0 0
Options expensed during 0 0 0 0 0 0 0 0
the period
As at 31st March, 2023 -69502753.19 0 0 0 0 0 0 -69502753.19
For the year ended 31.03.2022

.
Particulars Reserves & surplus Amount in Rs
Retained General Securities Capital Capital Other Reserve- Other Total
Earnings Reserve Premium Reserve Redemption Employee Stock Comprehensiv
Reserve Option e Income-
Outstanding Actuarial Gain
Reserve
As at 1st April, 2021 -65971382.58 0 0 0 0 0 0 -65971382.58
Profit / (Loss) for the Year -1971036.86 0 0 0 0 0 0 -1971036.86
68
Dividend paid on Equity 0 0 0 0 0 0 0 0
Shares
Dividend Distribution Tax 0 0 0 0 0 0 0 0
Buy back of Equity shares 0 0 0 0 0 0 0 0
Amount transferred to 0 0 0 0 0 0 0 0
Capital Redemption
Reserve
Options exercised during 0 0 0 0 0 0 0 0
the period
transfer during the year 0 0 0 0 0 0 0 0
Options expensed during 0 0 0 0 0 0 0 0
the period
As at 31st March, 2022 -67942419.44 0 0 0 0 0 0 -67942419.44

Notes on Accounts 2
Sd/- Sd/- Sd/-

Sd/- Sd/-
Secretary)
69
Statement of Cash Flow for the year ended 31 March 2023
Particulars For the year ended For the year ended

31-Mar-23 31-Mar-22
A. Cash flow from operating activities

Profit before Exceptional Items and tax -1560333.75 -1971036.86
Adjustments for :
Depreciation and amortization expense 0.00 0.00
Employee Stock Compensation 0.00 0.00
Interest (Received) / Paid ( Net ) 63698.00 74039.92
Return on Mutual Fund Investment (Net) 0.00 0.00
(Profit)/Loss on disposal of Property, Plant and 0.00 0.00
Equipment
(Gain)/Loss on Investments carried at fair value through 0.00 0.00
Profit and Loss
Misc Income 1228960.00 1146360.00
Operating profit before working capital changes -267675.75 -750636.94
Movements in working capital:

(Increase)/decrease in Trade and Other Receivables 231546.00 -339255.00
(Non-Current/Current)
(Increase)/decrease in Inventories 0.00 0.00
(Decrease)/increase in Trade and Other Payables (Non- -363951.67 -1610879.00
Current/Current)
Cash generated from operations -400081.42 -2700770.94
Income taxes paid 0.00 0.00
Net cash flow generated from operating activities -400081.42 -2700770.94
B. Cash flow from investing activities

Investments Sales / (Purchase) -Net 0.00 0.00
Bank Deposit (Placed) / Matured - Net 0.00 0.00
Other Corporate Deposits (Placed)/Matured - Net 0.00 0.00
Misc 1482944.61 -1086251.65
Return on Mutual Fund Investment - Net 0.00 0.00
70
Purchase of Property, Plant and Equipment 0.00 68046.25
Increase in Ear Marked Balances 0.00 0.00
Proceeds from disposal of Property, Plant and 0.00 0.00
Equipment
Net cash (used in)/ generated from investing 1482944.61 -1018205.40

activities
C. Cash flow from financing activities

repayment long term borrowing -1155203.19 1116446.00
Equity Shares issued under ESOP 0.00 0.00
Buy Back of Equity Share Capital 0.00 0.00
Interest and Finance Charges paid 63698.00 74039.92
Net cash flow generated from financing activities -1091505.19 1190485.92
Net increase/ (Decrease) in cash and cash -8642.00 -2528490.42

equivalents
Cash and cash equivalents at the beginning of the year 16518.35 2545008.77
Cash and cash equivalents at the end of the year 7876.35 16518.35
Note: Previous year figures have been regrouped wherever found necessary
Sd/- Sd/- Sd/-

Sd/- Sd/-
Secretary)
71
M/s SGN Telecoms Limited
Notes to the financial statements for the year ended 31.03.2023.
2.1 Property, Plant and Equipments

(Refer Note 1.4)
Following are the changes in the carrying value of property, Plant and equipments for the year ended 31.03.2023
Description of Land Buildings Plant and Office Furniture Computer Vehicles Car Air Car innova Welding Set mobile Testing GENSET Total
Assets Equipment Equipment and conditioner Equipme
Fixtures nt
Gross 3366909.69 12121898.60 11350190.98 227624.62 615090.60 101400.00 1652901.63 1618000.00 133500.00 659550.00 15000.00 5728.07 39336.40 170004.00 31912333.44
Carrying
Value as at 1st
April, 2022
Additions 0.00 0.00 0.00 0.00 38750.00 0.00 0.00 0.00 29296.25 0.00 0.00 0.00 0.00 0.00 68046.25
during the year
(ii)Disposals/Ad 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
justments
during the year
Gross Carrying 3366909.69 12121898.60 11350190.98 227624.62 653840.60 101400.00 1652901.63 1618000.00 162796.25 659550.00 15000.00 5728.07 39336.40 170004.00 31980379.69
Value as
at31.03.2023
(A)
Accumulated 0.00 6356135.29 11350190.98 167003.16 615090.60 99655.13 1652901.63 869035.45 10778.52 0.00 3396.56 2913.18 39336.40 0.00 21166436.90
depreciation as
at 1st April,
2021
(vii) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Depreciation
expense for the
year
Accumulated 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
depreciation on
disposal/adjust
ment
during the year
Accumulated 0.00 6356135.29 11350190.98 167003.16 615090.60 99655.13 1652901.63 869035.45 10778.52 0.00 3396.56 2913.18 39336.40 0.00 21166436.90
depreciation as
at 31.03.2023
Carrying 3366909.69 5765763.31 0.00 60621.46 38750.00 1744.87 0.00 748964.55 152017.73 0.00 11603.44 2814.89 0.00 170004.00 10319193.94
Value as at
31.03.2022 (A -
B)
Following are the changes in the carrying value of Property, Plant and
Equipments for the year ended 31.03.2022
Description of Land Buildings Plant and Office Furniture Computer Vehicles Car Air Car innova Welding Set mobile Testing GENSET Total
Assets Equipment Equipment and conditioner Equipme
Fixtures nt
Gross Carrying 3366909.69 12121898.60 11350190.98 227624.62 615090.60 101400.00 1652901.63 1618000.00 133500.00 659550.00 15000.00 5728.07 39336.40 170004.00 31844287.19
Value as at 1st
April, 2021
Additions 0.00 0.00 0.00 0.00 38750.00 0.00 0.00 0.00 29296.25 0.00 0.00 0.00 0.00 0.00 68046.25
during the year
Disposals/Adju 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
stments during
the year
Gross Carrying 3366909.69 12121898.60 11350190.98 227624.62 653840.60 101400.00 1652901.63 1618000.00 162796.25 659550.00 15000.00 5728.07 39336.40 170004.00 31912333.44
Value as
at31.03.2022
(A)
Accumulated 0.00 6356135.29 11350190.98 167003.16 615090.60 99655.13 1652901.63 869035.45 10778.52 0.00 3396.56 2913.18 39336.40 0.00 21166436.90
depreciation as
at 1st April,
2021
72
Depreciation 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
expense for the
year
Accumulated 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
depreciation on
disposal/adjust
ment
during the year
Accumulated 0.00 6356135.29 11350190.98 167003.16 615090.60 99655.13 1652901.63 869035.45 10778.52 0.00 3396.56 2913.18 39336.40 0.00 21166436.90
depreciation as
at 31.03.2022
Carrying Value 3366909.69 5765763.31 0.00 60621.46 38750.00 1744.87 0.00 748964.55 152017.73 0.00 11603.44 2814.89 0.00 170004.00 10319193.94
as at
31.03.2022 (A -
B)
Amounts paid towards enhanced compensation
73
Notes to the Financial Statements for the year ended 31.03.2023.
2.2 Investment Property

(Refer Note 1.5)
Following are the changes in the carrying value of Investment Property for the year ended 31.03.2023
Amount in Rs.
Description of Assets Investment Property
Gross Carrying Value as at 1st April, 2022 0

Additions during the year 0
Disposals/Adjustments during the year 0
Gross Carrying Value as at 31.03.2023 (A) 0
Accumulated depreciation as at 1st April, 2021 0
Depreciation expense for the year 0
Accumulated depreciation on disposals/adjustments 0
during the year
Accumulated depreciation as at 31.03.2023 (B) 0
Carrying Value as at 31.03.2023 (A-B) 0
Following are the changes in the carrying value of Investment Property for the year ended 31st March, 2022:
Amount in Rs.
Description of Assets Investment Property
Gross Carrying Value as at 1st April, 2021 0

Additions during the year 0
Disposals/Adjustments during the year 0
Gross Carrying Value as at 31st March, 2022 0
(A)
Accumulated depreciation as at 1st April, 2021 0
Depreciation expense for the year 0
Accumulated depreciation on disposals/adjustments 0
during the year
Accumulated depreciation as at 31st March, 2022 0
(B)
Carrying Value as at 31st March, 2022 0
(A-B)
Fair value Disclosure on Company’s Investment Properties
Part of Company’s administrative building/ block is letted out and the same is classified as Investment Property based on the nature, characteristics and
risks.
74
Notes to the Financial Statements for the year ended 31.03.2023.
2.3 Intangible Assets

(Refer Note 1.10)
Following are the changes in the carrying value of Intangible Assets for the year ended 31.03.2023
Amount in Rs.
Description of Assets Computer Development Total

Software Expenditure
Gross Carrying Value as at 1st April, 2022 0 0 0
Additions during the year 0 0 0
Disposals/Adjustments during the year 0 0 0
Gross Carrying Value as at 31.03.2023 0 0 0
(A)
Accumulated Amortisation as at 1st April, 2022 0 0 0
Amortisation expense for the year 0 0 0
Accumulated Amortisation on disposals/adjustments during the year 0 0 0
Accumulated Amortisation as at 31st March, 2023 0 0 0
(B)
Carrying Value as at 31.03.2023 0 0 0
(A - B)
Following are the changes in the carrying value of Intangible Assets for the year ended 31st March, 2022
Amount in Rs.
Description of Assets Computer Development Total

Software Expenditure
Gross Carrying Value as at 1st April, 2021 0 0 0
Additions during the year 0 0 0
Disposals/Adjustments during the year 0 0 0
Gross Carrying Value as at 31st March, 2022 0 0 0
(A)
Accumulated Amortisation as at 1st April, 2021 0 0 0
Amortisation expense for the year 0 0 0
Accumulated Amortisation on disposals/adjustments during the year 0 0 0
Accumulated Amortisation as at 31st March, 2022 0 0 0
(B)
Carrying Value as at 31st March, 2022 0 0 0
(A-B)
75
Notes to the Financial Statements for the year ended 31.03.2023
2.4 Other Non-Current assets
Particulars 31.03.2023 31.03.2022

Capital Advances - Considered Good
Secured 0.00 0.00
Unsecured 0.00 0.00
Security Deposits-Considered Good
Unsecured 0.00 0.00
Other Advances -Considered Good
Income Tax (Net of Provisions) 0.00 0.00
Others (Deferred Revenue Expenditure 0.00 0.00
Total 0.00 0.00
2.5 Inventories
(Refer Note 1.6)
Particulars 31.03.2023 31.03.2022

Raw Materials & Components* 0.00 0.00
Work-in-Progress 0.00 0.00
Finished Goods 0.00 0.00
Stores and Spares 0.00 0.00
Loose Tools 0.00 0.00
Total 0.00 0.00
2.6 Investments – Current 31.03.2023 31.03.2022
Particulars Face Value Number Amounts Amounts Number

Total 0.00 0.00 0.00 0.00
76
2.7 Trade Receivables

(Refer Note 2.29)
Particulars 31.03.2023 31.03.2022
Unsecured, considered good 25295103.74 25526649.74
Of the above, Trade Receivables from:
- Related Parties 0.00 0.00
- Others 25295103.74 25526649.74
2.8 Cash and Bank Balances

Particulars 31.03.2023 31.03.2022
Cash and Cash Equivalents
Balances with Banks 7876.35 0.00
Cash on hand 0.00 16518.35
Total 0.00 0.00
Other Bank Balances
Total 7876.35 16518.35
2.9 Other Financial Assets

Particulars 31.03.2023 31.03.2022
Financial assets at carrying value
Bank Deposit with Original Maturity for more than 12 months 0.00 0.00
Interest Accrued on Deposits 0.00 0.00
Other Corporate Deposits 0.00 0.00
Trade Advances 0.00 0.00
Advances to Suppliers 0.00 0.00
Advances to Employees 0.00 0.00
Total 0.00 0.00
2.10 Other Current Assets

Particulars 31.03.2023 31.03.2022
Balance with Government Authorities 0.00 0.00
Prepaid Expenses 0.00 0.00
Other Advances 44312.46 89391.00
Total 44312.46 89391.00
77
2.11 Equity Share Capital
Particulars 31.03.2023 31.03.2021

Authorised:
Equity Shares, Rs. 1/- par value 300000000.00 300000000.00
300,000,000 (2022 : 300,000,000) Equity Shares
Issued, Subscribed and Paid-Up: 80809900.00 80809900.00

Equity Shares, Rs. 1/- par value
8,08,09,900 (2022 : 8,08,09,900) Equity Shares fully paid-up
80809900.00 80809900.00
2.12 Long Term Provisions
Particulars 31.03.2023 31.03.2022

Provision for Employee Benefits (Refer Note 1.8)
- Provision for Leave Encashment 0.00 0.00
Others
Loans from directors and realtives 22952337.66 21498191.78
term loan 473815.69 298942.69
Total 23426153.35 21797134.47
78
2.13 Income Taxes

(Refer Note 1.11)
(a) Deferred Tax

Particulars 31.03.2023 31.03.2022
Deferred Tax Liabilities
- On Property, Plant & Equipment 0.00 0.00
- On Financial Assets carried at Fair Value through Profit and Loss 0.00 0.00
Deferred Tax Assets
- On Employee benefits 0.00 0.00
Deferred Tax Liabilities / (Assets) 0.00 0.00
(b) Income Tax recognised in Profit and Loss

Particulars 31.03.2023 31.03.2022
Current Tax 0.00 0.00
Deferred Tax
- In respect of current year origination and reversal of temporary 0.00 0.00
difference
- In respect of changes in tax rate 0.00 0.00
Total Income Tax expense 0.00 0.00
(c) Reconciliation of Income Tax provision to the amount computed by applying the statutory income tax rate to the Income
before Income Taxes is summarized.
Particulars 31.03.2023 31.03.2022
Profit before tax -1560333.75 -1971036.86
Income tax expense calculated 0.00 0.00
Income not considered for tax purposes 0.00 0.00
Effect of estimated non deductible expenses 0.00 0.00
Change in tax rate - -
Others (including temporary difference) 0.00 0.00
Income Tax expense recognised in profit and loss 0.00 0.00
2.14 Trade Payables
Particulars 31.03.2023 31.03.2022

Trade payable - Micro, Small and Medium enterprises (Refer Note 0.00 0.00
2.36)
Trade payable - Other than Micro, Small and Medium enterprises 284086.33 439894.00
Accruals 0.00 0.00
Total 284086.33 439894.00
79
2.15 Other Financial Liabilities
Particulars 31.03.2023 31.03.2022

Current Liabilities at Carrying Value
Capital Purchases 0.00 0.00
Others 0.00 0.00
Deposits & Retention Money 0.00 0.00
Unpaid / Unclaimed Dividend* 0.00 0.00
Total 0.00 0.00
2.16 Short Term Provisions
Particulars 31.03.2023 31.03.2022

Provision for Employee Benefits (Refer Note 1.8)
- Provision for Gratuity (Refer Note 2.28) 0.00 0.00
- Provision for Leave Encashment 0.00 0.00
Others
- Provision for Warranty (Refer Note 2.37) 0.00 0.00
Total 0.00 0.00
2.17 Other Current Liabilities
Particulars 31.03.2023 31.03.2022

Advances received from customers 0.00 0.00
Statutory dues 0.00 0.00
other liabilities 649100.00 847244.00
Total 649100.00 847244.00
2.18 Revenue from Operations*

(Refer Note 2.34)
Particulars 31.03.2023 31.03.2022

Revenue from sale of products (Gross) 0.00 0.00
Revenue from rendering of services 0.00 0.00
Other operating revenue 0.00 0.00
Total 0.00 0.00
2.19 Other Income
Particulars 31.03.2023 31.03.2022

Interest Income 2660.00 7160.00
Rental income from Investment property 1226300.00 1139200.00
Total 1228960.00 1146360.00
80
2.20 Cost of Materials Consumed
Particulars 31.03.2023 31.03.2022

Opening stock 0.00 0.00
Add: Purchases 0.00 0.00
Less:
Closing Stock 0.00 0.00
Total 0.00 0.00
2.21 Changes in Inventories of Finished Goods and Work-in-Progress
Particulars 31.03.2023 31.03.2022

Inventories at the end of the year:
Inventories at the beginning of the year:

Net (Increase) / Decrease 0.00 0.00
2.22 Employee Benefits Expense

(Refer Note 1.8)
Particulars 31.03.2023 31.03.2022

Salaries and Wages 711384.00 617742.00
Staff welfare expenses 29356.00 42022.00
Total 740740.00 659764.00
2.23 Finance Cost
Particulars 31.03.2023 31.03.2022

Bank Charges 16225.00 16225.00
Interest Expense* 63695.00 74039.92
Total 79920.00 90264.92
81
2.24 Other Expenses
Particulars 31.03.2023 31.03.2022

Audit Fees 25000.00 25,000.00
Accounting charges 32500.00 32,500.00
Advertisment Exp 24016.00 15,960.00
Printing & Stationery 11046.00 29,344.00
Telephone & Communications 5082.72 10,557.01
Repair & Maintance 165679.73 56,294.80
Insurance charges 11393.00 17,010.00
Vehicle Running & Maintenance 113779.88 183,662.60
Misc. Exp 19398.55 42,657.77
Electricty & Water Exp 626190.00 738,352.00
Subscription 3100.00 -
Travelling & Conveyance Expenses 34370.00 57,778.00
Fees, Rates and Taxes 471433.65 492,691.00
Newspaper Exp - 7,170.00
Property Taxes 86847.00 112,370.00
Building Repair 338797.22 546,020.76
Total 19,68,633.75 2,367,367.94
2.25 Earning per Share

(Refer Note 1.16)
Particulars 31.03.2023 31.03.2022

Profit for the year -1560333.75 -889349.37
Profit for the year for diluted earning per share -1560333.75 -889349.37
Weighted average number of Ordinary Equity Shares used in 80809900.00 80809900.00
Computing basic earning per share
Effect of potential Ordinary Equity shares on employee stock options 0.00 0.00
Weighted average number of Ordinary Equity Shares used in 80809900.00 80809900.00
Computing diluted earning per share
Basic earning per share (Rs.) (Face Value of Rs. 1 per share) -0.02 -0.01
Diluted earning per share (Rs.) -0.02 -0.01
82
2.26 Financial Instruments

(Refer Note 1.12)
Capital management
Company's capital management objectives are to:

-ensure the company's ability to continue as a going concern
- provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
For the purposes of the Company's Capital Management, capital includes issued capital and all other equity reserves. Company manages its capital structure and
makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.
Particulars 31.03.2023 31.03.2022

Equity Share Capital 80809900.00 80809900.00
Other Equity Reserves 0.00 0.00
Total 80809900.00 80809900.00
Categories of Financial Assets and Financial Liabilities

As at 31.03.2023 Amount in Rs.
Particulars Amortised Fair Value Fair Value Total Total Fair
Costs through Profit through OCI carrying value
or Loss value
Current Assets
Investments 0 0 0 0 0
Trade Receivables 25295103.74 0 0 25295103.7 25295103.74
4
Cash and Cash Equivalents 7876.35 0 0 7876.35 7876.35
Other Bank Balances 0 0 0 0 0
Other Financial Assets 0 0 0 0 0
Total Financial Assets 25302950.09 0 0 25302980.0 25302980.09
9
Current Liabilities
Trade Payables 284086.33 0 0 284086.33 284086.33
Other Financial Liabilities 639100 0 0 639100 639100
Total Financial Liabilities 923186.33 0 0 923186.33 923186.33
83
Categories of Financial Assets and Financial Liabilities

As at 31.03.2022 Amount in Rs.
Particulars Amortised Fair Value Fair Value Total Total Fair
Costs through Profit through carrying value
or Loss OCI value
Current Assets
Investments 0 0 0 0 0
Trade Receivables 25155103.74 0 0 25155103.7 25155103.74
4
Cash and Cash Equivalents 70640.04 0 70640.04 70640.04
Other Bank Balances 0 0 0 0 0
Other Financial Assets 0 0 0 0 0
Total Financial Assets 25225743.78 0 0 25225743.7 25225743.78
8
Current Liabilities
Trade Payables 0 0 0 0 0
Other Financial Liabilities 12224572 0 0 12224572 12224572
Total Financial Liabilities 12224572 0 0 12224572 12224572
Financial Risk Management Framework

Credit risk on cash and cash equivalents is limited as Company generally invest in deposits with banks. Further, Investments are primarily in debt based liquid
mutual funds only and the same are fairly spread across various schemes.
Liquidity Risk
(i) Liquidity Risk Management

The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast & actual cash flows, and by
matching the maturity profiles of financial assets and liabilities.
(ii) Maturities of Financial Liabilities
The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount
disclosed in the tables have been drawn up based on the earliest date on which the Company can be required to pay. Financial Liabilities includes Trade
Payables, Capital Purchases, Unpaid/Unclaimed Dividend etc. which are in the normal course of business having maturity plan of less than 1 year and non-
interest bearing.
84
Amount in Rs.
Particulars Less than 1 Year 1-3 Years 3 Years to 5 Years 5 years and above
31st March, 2023
Trade Payables 284086.33 0 0 0
Other Financial Liabilities 0 0 0 0
Total 284086.33 0 0 0
31st March, 2022
Trade Payables 0 0 0 0
Other Financial Liabilities 0 0 0 0
Total 0 0 0 0
Accordingly, company do not perceive any liquidity risk.
(iii) Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
Amount in Rs.
Particulars 31.03.2023 31.03.2022
Secured Bank Overdraft facility
- Expiring within one year 0 0
- Expiring beyond one year 0 0
2.27 Fair Value Measurement
The fair values of the Financial Assets and Liabilities are included in the amount at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique.
Level 1 - Quoted (unadjusted prices) in active markets for identical assets or liabilities
Level 2 - Other Techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3 - Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
85
Fair Valuation Techniques and Inputs used - recurring Items
Financial Assets/ Financial Liabilities measured at Fair value Fair value at Fair value hier Valuation Technique & Key input(s) Significant UNO
31.03.2023 31.03.2022
Financial Assets
Investment in Mutual Fund 0 0 Level-2 as on date NAV of the Unquoted Fund
Total Financial Assets 0 0 -
2.28 Employee benefits

(Refer Note 1.8)
Defined benefit plans – as per Actuarial Valuation on 31st March, 2023

Amount in Rs.
Gratuity funded
Particulars 31.03.2023 31.03.2022
I. Expenses Recognised in the Statement of Profit & Loss Account
1. Current Service Cost 0.00 0.00
2. Past Service Cost 0.00 0.00
3. Interest 0.00 0.00
4. Expected Return on plan assets 0.00 0.00
5. Total Expense 0.00 0.00
II. Net Asset/(Liability) recognised in the Balance Sheet as at 31st March

1. Present value of defined benefit obligation as at 31st March 0.00 0.00
2. Fair value of plan assets as at 31st March 0.00 0.00
3. Surplus/(Deficit) 0.00 0.00
III. Change in the obligation during the year ended 31st March
1. Present value of defined benefit obligation at the beginning of the year 0.00 0.00
2. Expenses Recognised in Profit and Loss Account
- Past Service Cost 0.00 0.00
- Current Service Cost 0.00 0.00
- Interest Expense/ (Income) 0.00 0.00
3. Recognised in Other Comprehensive Income
Re-measurement gains / (losses)
- Actuarial Gain/ (Loss) arising from:
i. Demographic Assumptions 0.00 0.00
ii. Financial Assumptions 0.00 0.00
iii. Experience Adjustments 0.00 0.00
4. Benefit payments 0.00 0.00
86
5. Present value of defined benefit obligation at the end of the year
IV. Change in fair value of assets during the year ended 31st March
1. Fair value of plan assets at the beginning of the year 0.00 0.00
2. Expected return on plan assets 0.00 0.00
3. Recognised in Other Comprehensive Income
Re-measurement gains / (losses)
- Actual Return on plan assets in excess of the expected return 0.00 0.00
4. Contributions by employer (including benefit payments recoverable) 0.00 0.00
5. Benefit payments 0.00 0.00
6. Fair value of plan assets at the end of the year 0.00 0.00
V. The Major categories of plan assets

- Funded with LIC 0.00 0.00
VI. Actuarial assumptions
1. Discount rate 0.00 0.00
2. Expected Return 0.00 0.00
2. In Service Mortality 0.00 0.00
3. Turnover Rate 0.00 0.00
4. Salary Rise - Officers 0.00 0.00
5. Salary Rise - Workers 0.00 0.00
6. Remaining Working Life 0.00 0.00
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is: Amount
in Rs.
Principal assumption Increase/(Decrease) impact on
defined
Changes Increase in Decrease
In assumption in
Assumptio assumpti
n on
Discount Rate 0.00 0.00 0.00
2023
2022 0.00 0.00 0.00
2023 0.00 0.00 0.00
2022 0.00 0.00 0.00
87
2.29 Related Party Transactions
Name of the Related Parties Relationship

. Associate Company
}
Subsidiary of M& M
Key Management Personnel
Details of transaction between the Company and its related parties are disclosed below:
Particulars 31.03.2023 31.03.2022
i) Associates
a. Purchase of raw materials and components & others 0.00 0.00
b. Sale of finished goods (net of warranty) 0.00 0.00
c. Purchases of Vehicle 0.00 0.00
d. Receiving of services 0.00 0.00
e. Rendering of services 0.00 0.00
f. Dividend paid 0.00 0.00
g. Inter Corporate Deposit (ICD) 0.00 0.00
h. Interest Income 0.00 0.00
Aggregate balances outstanding as at the year end
- Receivables 0.00 0.00
- Payables 0.00 0.00
- Investments (ICD) 0.00 0.00
- Accrued Interest Receivable 0.00 0.00
ii) Key Management Personnel
a. Remuneration* 0.00 0.00
2.30 Contingent Liabilities and Commitments ( To the extent not provided for)
Amount in Rs.
Particulars 31.03.2023 31.03.2022
Contingent Liabilities
Claims against the Company not acknowledged as debt
-Excise matters in dispute 0.00 0.00
-Income Tax matters in dispute* 0.00 0.00
Commitments
Estimated amount of contracts remaining to be executed on capital 0.00 0.00
account and not provided for (net of advances and deposits)
88
2.32 Segment Reporting
The Company is primarily engaged in the business of manufacturing Cable components and but no activity has taken place during the year. As the basic nature of these
activities are governed by the same set of risk, returns and internal business reporting system, accordingly these have been grouped as single segment in above
disclosures as per Ind AS- 108 dealing with " Operating Segment".
2.33 Particulars in respect of goods manufactured:
Class of Goods Unit of Qty 31.03.2023 31.03.2022

Production
0 0
2.34 Particulars in respect of Revenue from Operations:
Rs. in Lakhs
Class of Goods 31.03.2023 31.03.2022
Sale of Products
0.00 0.00
2.35 Particulars in respect of Finished Goods:
Class of Goods Unit of Qty. Opening Balance Closing Balance
Oty. In Rs. Oty In Rs.
0.00 0.00 0.00 0.00
89
2.36 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (hereinafter referred to as "the Act")
Micro, Small and Medium Enterprises have been identified by the Company on the basis of the information available. Total outstanding dues of Micro and small
enterprises
Rs. In lakhs
Particulars 31.03.2023 31.03.2022
(a) Dues remaining unpaid as at 31st March 0.00 0.00

-Principal 0.00 0.00
- Interest on the above
(b) Interest paid in terms of Section 16 of the Act along with the amount of payment made to the
supplier beyond the appointed date during the year
- Principal paid beyond the appointed date 0.00 0.00
- Interest paid in terms of Section 16 of the Act 0.00 0.00
(c ) Amount of interest due and payable for the period of delay in payments 0.00 0.00
made beyond the appointed date during the year
(d) Further interest due and payable even in succeeding year, until such date when the interest due 0.00 0.00
as above are actually paid to the small enterprises
(e ) Amount of interest accrued and remaining unpaid as at 31st March 0.00 0.00
*denotes amount < Rs.1000
2.37 Provision for warranty relates to sale, the estimated cost of which is accrued at the time of sale.
Particulars 31.03.2023 31.03.2022

Balance as at 1st April 0.00 0.00
Add : Provision made during the year 0.00 0.00
Less : Utilisation during the year 0.00 0.00
Less : Unwinding of Discount and effect of changes in the discount rate 0.00 0.00
Balance as at 31st March 0.00 0.00
Out of the above :-
Classified as Non Current 0.00 0.00
Classified as Current 0.00 0.00
90
2.38 Recent Accounting Pronouncements
Standards issued but not yet effective
On March 30, 2020, Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2019, notifying Ind AS 116, Leases
and Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments. The amended rules also notified amendments to Ind AS 12 - Income Taxes and Ind AS 19 -
Employee Benefits. The amendments are effective from accounting periods beginning on or after 1st April 2019.
Ind AS 116 Leases : Ind AS 116 will replace the existing leases Standard, Ind AS 17 Leases, and related Interpretations. The Standard sets out the principles for the
recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. Since , Company donot have any lease
transaction so these amendments are not applicable to the Company's Financial Statement
Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments : MCA has notified Ind AS 12 Appendix C for covering "Uncertainty over Income Tax Treatments".
Company is assessing the impact of the same on the financial statements.
Amendment to Ind AS 12 Income taxes : On March 31, 2020, Ministry of Corporate Affairs issued amendments to the guidance in Ind AS 12, ‘Income Taxes’, in connection
with accounting for dividend distribution taxes. These amendments are not applicable to the Company.
Amendment to Ind AS 19 - plan amendment, curtailment or settlement- On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, 'Employee
benefits', in connection with accounting for plan amendments, curtailments and settlements.The Company is assessing the impact of these amendments on the financial
statement.
2.39 Previous year's figures have been regrouped, wherever necessary, so as to correspond with those of the current year.
91
Registered Office: E-58-, INDUSTRIAL AREA, PHASE 8, MOHALI, Pb.
(In case of Member is unable to be present in person at the Meeting this form may be used)
Form No. MGT-11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
1.CIN: L64200PB1986PLC006807
2. Name of the company: S G N Telecoms Limited
3. Registered office: E-58, Phase VIII, EL Top, S A S Nagar, Mohali
Name of the member (s):
Registered address:
E-mail Id:
Folio No/ Client Id:
DP ID:
I/We, being the member (s) of …………. shares of the above named company, hereby
appoint
1. Name: ……………………
Address:
E-mail Id:
Signature:……………., or failing him
2. Name: ……………………
Address:
E-mail Id:
Signature:…………….,
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 37th Annual general meeting of the company, to be held on the 30th
September, 2023 At 10.00 a.m. at Registered Office at E-58, Phase VIII, EL Top, S A S Nagar, Mohali, and at any adjournment thereof in respect of such
resolutions as are indicated below:
Resolution No. Affix
1………………………………… Revenue
2…………………………………
3………………………………..
Stamp
4……………………………….
5……………………………..
Signed this…… day of………………. 2023
Signature of shareholder
Signature of Proxy holder(s)

92
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48hours
before the commencement of the Meeting.

Registered Office: E-58-59, INDUSTRIAL AREA, PHASE 8, MOHALI
ATTENDANCE SLIP
for the 37thAnnual General Meeting
to be handed over at the registration counter
Folio No./ DPID & Client ID:
Name:
Address:
I/ We hereby record my/our presence at the 37thAnnual General Meeting of the company on Saturday, September30, 2023 at 10.00 a.m.at the registered office of the company at
E-58-59, Phase VIII, S A S Nagar, Mohali.
…………………………………………… ………………………………………………
Name of the Member/ Proxy Signature of the member/proxy
Note:
1. A member or his duly appointed Proxy wishing to attend the meeting must complete this Attendance slip and hand it over at the entrance.
2. Name of the Proxy in block letters........................................(in case the proxy attends the meeting).
3. Members are requested to bring their copies of the Annual Report to the meeting .
93

Annual Report 2023

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SGN TELECOMS LIMITED

Mr. Surinder Singh

Anil Negi & Company

INFORMATION REGARDING DIRECTORS 12

DIRECTORS‟ REPORT AND ANNEXURES 13

INDEPENDENT AUDITORS‟ REPORT 49

STATEMENT OF PROFIT & LOSS 66

By order of the Board of Directors

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING

Type of shareholders Login Method

Login type Helpdesk details

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

3) Now enter your User ID.

4) Next enter the Image Verification as displayed and Click on Login.

(v) After entering these details appropriately, click on “SUBMIT” tab.

Name of the Director Mrs. Parminder Kaur Ms. Renu Kaur

Director Identification Number (DIN) 00030025 10080402

Age 63 years 31 years

Shareholding in the company 997600 Equity Shares NIL

Particulars 2022-23 2021-22

Total Expenses 27.09 30.27

Interest 0.79 0.90

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not transferred any amount to any reserves.

LISTING AND LISTING REGULATIONS

The company is regular in paying the listing fee.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:-

STATUTORY AUDITORS & AUDITORS REPORT:-

SECRETARIAL AUDITORS REPORT

FRAUDS REPORTED BY AUDITORS

KEY MANAGERIAL PERSONNEL

DECLARATION BY INDEPENDENT DIRECTORS

NUMBER OF MEETINGS OF BOARD

Date of Board Meeting No. of Directors Attendance of Directors

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

a. Criteria for evaluation of the Board of Directors as a whole :

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

NOMINATION & REMUNERATION COMMITTEE

Mr. Inderjit Singh Independent Director, Chairman

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Inderjit Singh Independent Director, Chairman

CEO / CFO CERTIFICATION

SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

DIRECTORS’ RESPONSIBILITY STATEMENT:-

Place: Mohali By order of the Board of Directors

Information regarding Technology Imported during the last 3 years

 The details of Technology Imported -Nil

C. Foreign exchange earnings and outgo:

Place: Mohali By order of the Board of Directors

NOMINATION AND REMUNERATION POLICY

The objective of the policy is to ensure that

Role of the Committee:

The role of the NRC will be the following: