Joint Ventures and Subsidiaries

In the year 1995, BHL was formed in association with Mobile Telecommunications Company, Kuwait and Shyam Telecom Limited to operate cellular mobile services in Rajasthan and North East Region. As on 31.03.2024, TCIL and Bharti Airtel Limited (BAL) were holding shares in the ratio of 30:70 in BHL. TCIL had made an investment of Rs.1062 Million in BHL in a phased manner. The Company achieved operating turnover of Rs. 70,888 Million and profit after tax of Rs. 5044 Million during the year 2023-24 as compared to Rs. 65,790 Million and profit after tax of Rs. 5,492 Million in the year 2022-23. As per the directions of Administrative Ministry, the proposal for disinvestment of 30% stake of the company in BHL through IPO mode in Single Tranche was recommended by the Board of Directors and sent to DOT for approval. DIPAM had given its approval for disinvestment of TCIL's 30% stake in BHL through IPO process. BHL had initiated the IPO process in co-ordination with TCIL. Different intermediaries, namely, Merchant Bankers, Legal Counsels, ICA, Registrar, Ad Agency etc. were appointed through transparent bidding process. The kick-off meeting for the IPO was held on 21st Nov 2023. The Draft Red Herring Prospectus (DRHP) was filed with SEBI on 20th Jan 2024.The prospectus was filed with ROC, SEBI and stock exchanges on 6th April 2024. The Basis of Allotment was finalised on 8th April 2024. The Listing and Trading Approval was received on 10th of April 2024, with the listing being done on 12th of April 2024. Subsequently, Interim Dividend of Rs. 3,442.92 crores + Rs. 284.86 crores (after deduction of tax and expenses), the net proceeds of the OFS was deposited in DoT. Balance 15% equity to be sold as per advice from Ministry of Communications.

TBL was formed in 1989, with TCIL holding 44.9%, TBL India LLC holding 40% and DSS Enterprises holding 15.1% shares in the Company. TCIL had invested a sum of Rs. 8.37 Million in the Company. During the year 2023-24, TBL executed a project for supply of IT Hardware and Software. The Company achieved operating turnover of Rs. 4 Million and a profit after tax of Rs. 2 Million during the year 2023-24 as compared to operating turnover of Rs. 16 Million and Profit after tax of Rs. 0.2 Million in the previous year 2022-23. In line with the advice of the administrative ministry, the valuation of TCIL’s stake in TBL was done and the other shareholders were offered the shares of TCIL at the valuation approved by the Board of Directors of TCIL. However, existing shareholders have declined to buy TCIL shares in TBL. The approval from DOT for exit from TBL was received vide letter No. 29-18/2023-SU dated 29.10.2024. The tender for sale of stake was floated by TCIL twice, however, no response was received. Therefore, the shareholders of TBL have collectively proposed to go for voluntary liquidation of the company. To carry out the said process, a PCS has been appointed through limited tender process.

The company was promoted in 1987 with Delhi State Industrial and Infrastructure Development Corporation (DSIIDC) as the major stake-holder to take up projects for supply of technical manpower and execution of training, computer communications and office automation projects. TCIL had made an investment of Rs.3.60 Million in ICSIL. ICSIL is an IS/ISO 9001:2008 certified company and is executing projects in the area of supplying manpower, hardware and other computer peripherals to Delhi government and to various other government departments. The Company is also executing high tech projects in networking and software, CCTV projects and also running Training Institutes for numerous Computer and IT Courses. The operating turnover of the Company during the year 2023-24 was Rs. 2,264 Million as compared to Rs. 1,735 Million in the last year 2022-23. The profit after tax in 2023-24 was Rs. 110 Million as compared to Rs. 79 Million in the previous year 2022-23. Keeping in view the advice of the Administrative Ministry to exit from subsidiaries / JVs, the valuation of the shares of ICSIL was done which was approved by the Board of Directors of TCIL. However, ICSIL, being a profit making company, proposal to exit is being reviewed and has been put on hold accordingly.

UTL was formed in 2001, with TCIL, MTNL, VSNL (Presently Tata Communications Ltd.) and a local partner viz. Nepal Ventures Pvt. Ltd. to provide WLL based telecom services in the Kingdom of Nepal. The company provides basic mobile, NLD, ILD and Data Services in Nepal. The company has not been performing well for the last few years and incurring huge losses. It is also unable to pay the statutory dues like Royalty, BTS site charges, and other dues to the Govt. of Nepal. All the Indian JV Partners have decided to exit from the JV and have exercised their Right to exit. During the year ending March 31, 2024, the turnover of the company was NIL as the company is not in operation. Various meetings were held among the Indian JV partners to pursue the repatriation of funds from UTL in pursuance to the exercise of right to exit.
A Board Meeting of UTL was held on 14.06.2024, wherein, it was decided that NVPL shall be entirely responsible for clearing all Nepal Govt. dues including License Fees, Spectrum Charges and / or any other pending dues. Further, in the Board meeting, NVPL agreed to pay to Indian shareholders for buy-back of shares in 3 installments i.e. 35% by 15.12.2024, 30% by 15.12.2025 and balance 35% by 15.12.2026. UTL had to submit Bank Guarantee (BG) to the Indian JV shareholders for 35% of amount due in order to securitize the first instalment. Since, the BG has not been submitted, the Indian JV shareholders are following-up with UTL for submission of the BG as stated above. Since, there is no response from UTL, a legal suit may be filed against UTL after consultation with the other Indian JV partners. Reply is awaited from other India JV partners.
In view of the complexity involved and dependability on other external factors, including joint decision by three Indian shareholders viz. TCIL, TCL and MTNL, figuring a definitive timeline for exit from UTL, Nepal will be difficult.

TTL was established in the year 1988 in association with Tamilnadu Industrial Development Corporation (TIDCO) and M/s Fujikura of Japan for manufacture of Telecom Cable. TCIL’s stake in TTL is 49%. The performance of the company has been deploring over the past few years due to paucity of orders. The present demand is mostly for Ribbon-Type cables for which TTL does not have the requisite manufacturing machinery. Considering the same, TTL is trying to explore options for monetization of TTL Land to meet its expenses. During the year 2023-24, the operating turnover in ‘Nil’ as against ‘Nil’ turnover in previous year. The loss after tax incurred during the financial year 2023-24 under review is Rs. 146 Million as compared to loss after tax of Rs. 120 Million in the year 2022-23. TCIL will initiate the process of disinvestment from TTL once the approval from DOT/DIPAM is received in this regard.

TCIL Bina Toll Road Limited (TBRTL) was incorporated on 11.07.2012 as a wholly owned subsidiary of Telecommunications Consultants India Ltd (TCIL) with the object of execution of Bina-Kurwai-Saronj Toll Road Project on design, build, finance, operate and transfer (DBFOT) basis. The Project was completed in 2014 and toll collection started in April, 2014. The operating turnover of the Company during the financial year 2023-24 was Rs. 43 Million as compared to Rs. 41 Million in the past year. The loss after Tax during the year 2023-24 was Rs. 28 Million as compared to loss after Tax of Rs. 25 Million in the previous year 2022-23. Due to mounting losses and mandate from DOT for closure of this subsidiary, the matter was examined at the Board level and it was decided that TBTRL may proceed for termination of the Concessionaire Agreement with MPRDC and claim the termination payment as per agreement. DIPAM has given its approval for closure of TBTRL vide its letter(s) dated 17.08.2023, which was forwarded to TCIL by DOT on 18.08.2023. TCIL has issued termination notice to MPRDC for closure of TBTRL through default route. The matter is being pursued with MPRDC.

TCIL Lakhnadone Toll Road Limited (TLTRL) was formed on 21.08.2013 as a wholly owned subsidiary by TCIL for construction of Lakhnadone-Ghansore Road Project on Build, Operate and Transfer (BOT) Model. The Project was completed on 29.06.2016 and the toll collection started w.e.f. 06.07.2016. The operating turnover of the Company during the year 2023-24 was Rs. 28 Million as compared to Rs. 32 Million in the year 2022-23. The loss after Tax during the year 2023-24 was Rs. 6 Million as compared to loss after Tax of Rs. 11 Million in the previous year 2022-23. Due to mounting losses and mandate from DOT for closure of this subsidiary, the matter was examined at the Board level and it was decided that TLTRL may proceed for termination of the Concessionaire Agreement with MPRDC and claim the termination payment as per the agreement. In-principle approval dated 10.07.2023 from DIPAM was received on 11.07.2023 from DOT for the closure of this subsidiary company. TCIL has issued termination notice to MPRDC on 04.09.2023 for closure of TLTRL through default route. The matter is being pursued with MPRDC.

In this subsidiary, TCIL’s equity stake was 70% and the remaining 30% shares was held by M/s National Telephone Services Company LLC & Oman (NTS). The company was not getting much business in Sultanate of Oman during the last few years and hence, the process of closure was initiated and the Company was closed in May, 2023.

TCIL USA Inc. was incorporated as a wholly-owned subsidiary of TCIL in the State of Washington, USA on 29.11.2018 with sanctioned investment amount of USD 5 million. Efforts were made by TCIL USA Inc., for seeking business in USA, however, even after lot of efforts, TCIL USA Inc. could not procure any business in USA. Pursuant to AM approval for closure of TCIL USA Inc., capital was repatriated in the financial year 2022-23 in view of the planned closure and the same was adjusted with investments. Keeping in view no further business forthcoming, TCIL USA Inc. process of closure was initiated after following due regulatory process as per USA law. TCIL USA has been dissolved / closed w.e.f. 19.08.2024. Certificate of confirmation for the same has been received.