FORM NO. MGT-7 [Pursuant to sub-section(1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule 11of the Companies (Management and Administration) Rules, 2014] Annual Return Form language English Hindi Refer the instruction kit for filing the form. I. REGISTRATION AND OTHER DETAILS (i) * Corporate Identification Number (CIN) of the company Global Location Number (GLN) of the company U74899MH1975PTC265837 Pre-fill * Permanent Account Number (PAN) of the company AAACM6427C (ii) (a) Name of the company TIKONA INFINET PRIVATE LIMIT (b) Registered office address 3A, 3rd Floor, Corpora, LBS Marg, Bhandup (W) Mumbai Mumbai City Maharashtra 400078 (c) *e-mail ID of the company Dolly.Shah@Tikona.in (d) *Telephone number with STD code 02241830000 (e) Website www.tikona.in (iii) Date of Incorporation 15/09/1975 (iv) Type of the Company Category of the Company Sub-category of the Company Private Company Company limited by shares Indian Non-Government company (v) Whether company is having share Yes No (vi) *Whether shares listed on recognized Stock Exchange(s) Yes No Page 1 of 16
(vii) *Financial year From date 01/04/2017 (DD/MM/YYYY) To date 31/03/2018 (DD/MM/YYYY) (viii) *Whether Annual general meeting (AGM) held Yes No (a) If yes, date of AGM 28/09/2018 (b) Due date of AGM 30/09/2018 (c) Whether any extension for AGM granted Yes No II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY *Number of business activities 1 S.No Main Activity group code Description of Main Activity group Business Activity Code Description of Business Activity % of turnover of the company 1 J Information and communication J5 Wired, wireless or satellite Telecommunication activities 100 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES) *No. of Companies for which information is to be given 0 Pre-fill All S.No Name of the company CIN / FCRN Holding/ Subsidiary/Associate/ Joint Venture % of shares held 1 IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY (i) *SHARE CAPITAL (a) Equity share Particulars Total number of equity shares Total amount of equity shares (in Rupees) Authorised Issued Subscribed Paid up 19,230,655 7,384,810 7,384,810 7,384,810 3,093,260,000 738,481,000 738,481,000 738,481,000 Number of classes 9 Normal equity shares Number of equity shares Class of Shares Authorised Issued Subscribed Paid up 7,500,000 7,384,810 7,384,810 7,384,810 Page 2 of 16
Nominal value per share (in rupees) Total amount of equity shares (in rupees) Class of Shares Series A nominal equity shares Number of equity shares Nominal value per share (in rupees) Total amount of equity shares (in rupees) Class of Shares Series B nominal equity shares Number of equity shares Nominal value per share (in rupees) Total amount of equity shares (in rupees) Class of Shares Series C nominal equity shares Number of equity shares Nominal value per share (in rupees) Total amount of equity shares (in rupees) Class of Shares Series D nominal equity shares Number of equity shares Nominal value per share (in rupees) Total amount of equity shares (in rupees) Class of Shares Series E nominal equity shares Number of equity shares Nominal value per share (in rupees) Total amount of equity shares (in rupees) Class of Shares Class 1 partly paid-up equity shares Number of equity shares Nominal value per share (in rupees) Total amount of equity shares (in rupees) 100 100 100 100 750,000,000 738,481,000 738,481,000 738,481,000 Authorised Issued Subscribed 4,600,00 0 200 200 200 200 920,000,00 0 Authorised Issued Subscribed 260,00 0 200 200 200 200 52,000,00 0 Authorised Issued Subscribed 3,800,00 0 200 200 200 200 760,000,00 0 Authorised Issued Subscribed 700,00 0 200 200 200 200 140,000,00 0 Authorised Issued Subscribed 1,500,00 0 200 200 200 200 300,000,00 0 Authorised Issued Subscribed 14,50 0 2 2 2 2 29,00 0 Paid up Paid up Paid up Paid up Paid up Paid up Page 3 of 16
Class of Shares Series F nominal equity shares Number of equity shares Nominal value per share (in rupees) Total amount of equity shares (in rupees) Class of Shares Series F1 equity shares Number of equity shares Nominal value per share (in rupees) Total amount of equity shares (in rupees) Authorised Issued Subscribed 856,00 0 200 200 200 200 171,200,00 0 Authorised Issued Subscribed 155 200 200 200 200 31,00 0 Paid up Paid up (b) Preference share Particulars Authorised Issued Subscribed Paid-up Total number of preference shares 0 Total amount of preference shares (in rupees) 0 Number of classes 0 Class of shares Authorised Issued Subscribed Paid up Number of preference shares Nominal value per share (in rupees) Total amount of preference shares (in rupees) (c) Unclassified share Particulars Total amount of unclassified shares Authorised Capital 156,740,000 (d) Break-up of paid-up share Equity shares Class of shares Number of shares Total nominal amount Total Paid-up amount Total premium At the beginning of the year Increase during the year i. Pubic Issues 7,384,810 738,481,000 738,481,000 0 0 Page 4 of 16
ii. Rights issue iii. Bonus issue iv. Private Placement/ Preferential allotment v. ESOPs vi. Sweat equity shares allotted vii. Conversion of Preference share viii. Conversion of Debentures ix. GDRs/ADRs 0 0 0 0 0 0 0 0 x. Others, specify Decrease during the year i. Buy-back of shares ii. Shares forfeited iii. Reduction of share 0 0 0 0 iv. Others, specify At the end of the year 7,384,810 738,481,000 738,481,000 Preference shares At the beginning of the year Increase during the year i. Issues of shares ii. Re-issue of forfeited shares 0 0 0 iii. Others, specify Decrease during the year i. Redemption of shares ii. Shares forfeited iii. Reduction of share 0 0 0 0 Page 5 of 16
iv. Others, specify At the end of the year (ii) Details of stock split/consolidation during the year (for each class of shares) 0 Class of shares (i) (ii) (iii) Before split / Consolidation Number of shares Face value per share After split / Consolidation Number of shares Face value per share (iii) Details of shares/debentures Transfers since closure date of last financial year (or in the case of the first return at any time since the incorporation of the company) * Nil [Details being provided in a CD/Digital Media] Yes No Not Applicable Separate sheet attached for details of transfers Yes No Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital Media may be shown. Date of the previous annual general meeting Date of registration of transfer (Date Month Year) Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock Number of Shares/ Debentures/ Units Transferred Amount per Share/ Debenture/Unit (in Rs.) Ledger Folio of Transferor Transferor's Name Surname middle name first name Ledger Folio of Transferee Page 6 of 16
Transferee's Name Surname middle name first name Date of registration of transfer (Date Month Year) Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock Number of Shares/ Debentures/ Units Transferred Amount per Share/ Debenture/Unit (in Rs.) Ledger Folio of Transferor Transferor's Name Surname middle name first name Ledger Folio of Transferee Transferee's Name Surname middle name first name Page 7 of 16
(iv) *Indebtedness including debentures (Outstanding as at the end of financial year) Particulars Number of units Nominal value per unit Total value Non-convertible debentures Partly convertible debentures Fully convertible debentures Secured Loans (including interest outstanding/accrued but not due for payment) excluding deposits Unsecured Loans (including interest outstanding/accrued but not due for payment) excluding deposits Deposit Total 0 1,667,200,000 0 1,667,200,000 Details of debentures Class of debentures Non-convertible debentures Partly convertible debentures Fully convertible debentures Outstanding as at Increase during the the beginning of the year year Decrease during the year Outstanding as at the end of the year 0 0 0 (v) Securities (other than shares and debentures) 0 Type of Securities Number of Securities Nominal Value of each Unit Total Nominal Value Paid up Value of each Unit Total Paid up Value Total V. *Turnover and net worth of the company (as defined in the Companies Act, 2013) (i) Turnover 1,788,246,000 (ii) Net worth of the Company -1,932,874,000 VI. (a) *SHARE HOLDING PATTERN - Promoters S. No. Category Equity Preference Page 8 of 16
Number of shares Percentage Number of shares Percentage 1. Individual/Hindu Undivided Family 2. 3. 4. 5. 6. 7. 8. (i) Indian (ii) Non-resident Indian (NRI) (iii) Foreign national (other than NRI) Government (i) Central Government (ii) State Government (iii) Government companies Insurance companies Banks Financial institutions Foreign institutional investors Mutual funds Venture 9. Body corporate (not mentioned above) 10. Others Total number of shareholders (promoters) Total 0 0 (b) *SHARE HOLDING PATTERN - Public/Other than promoters S. No. Category Equity Preference Number of shares Percentage Number of shares Percentage 1. Individual/Hindu Undivided Family (i) Indian (ii) Non-resident Indian (NRI) (iii) Foreign national (other than NRI) 3,173,225 42.97 0 Page 9 of 16
2. Government 3. 4. 5. 6. 7. 8. 9. (i) Central Government (ii) State Government (iii) Government companies Insurance companies Banks Financial institutions Foreign institutional investors Mutual funds Venture Body corporate (not mentioned above) 3,987,634 54 0 10. Others Multilateral Financial Institu 223,951 3.03 0 Total 7,384,810 10 Total number of shareholders (other than promoters) 12 Total number of shareholders (Promoters+Public/ Other than promoters) 12 VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS (Details, Promoters, Members (other than promoters), Debenture holders) Details At the beginning of the year At the end of the year Promoters Members (other than promoters) Debenture holders 0 0 7 12 0 0 VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) *Composition of Board of Directors Category Number of directors at the beginning of the year Number of directors at the end of the year Percentage of shares held by directors as at the end of year Executive Non-executive Executive Non-executive Executive Non-executive Page 10 of 16
A. Promoter B. Non-Promoter (i) Non-Independent (ii) Independent 0 3 1 2 1.99 0 0 1 1 2 1.99 0 0 2 0 C. Nominee Directors representing (i) Banks & FIs (ii) Investing institutions (iii) Government (iv) Small share holders (v) Others Total 0 3 1 2 1.99 0 Number of Directors and Key managerial personnel (who is not director) as on the financial year end date 6 (B) (i) *Details of directors and Key managerial personnel as on the closure of financial year Name DIN/PAN Designation Number of equity share(s) held Date of cessation (after closure of financial year : If any) Mr. Prakash Bajpai 00030512 Additional director 147,313 Mr. Dhanpal Jhaveri 02018124 Director 0 Mr. Raju Dodti 06550896 Additional director 0 24/09/2018 Mr. Sridhar Krishnamoo AADPI8793D CEO 0 Mr. Mehul Shah AXAPS0531K CFO 0 Ms. Dolly Shah BMJPS6947Q Company Secretar 0 (ii) Particulars of change in director(s) and Key managerial personnel during the year 12 Page 11 of 16
Name DIN/PAN Designation at the beginning / during the financial year Date of appointment/ change in designation/ cessation Nature of change (Appointment/ Change in designation/ Cessation) Mr. Heramb Ranade 05202441 Director 17/10/2017 Resignation Mr. Kazi Arif Uz Zaman 00237331 Director 17/10/2017 Resignation Mr. Viral Suresh Rathod 02469095 Director 04/09/2017 Resignation Ms. Shweta Bhatia 03164394 Additional director 04/09/2017 Appointment Mr. Dhanpal Jhaveri 02018124 Additional director 04/09/2017 Appointment Mr. Prakash Bajpai 00030512 Additional director 25/09/2017 Appointment Mr. Prakash Bajpai 00030512 Additional director 26/09/2017 Resignation Ms. Shweta Bhatia 03164394 Director 29/09/2017 Change in designation to Director Mr. Dhanpal Jhaveri 02018124 Director 29/09/2017 Change in designation to Director Mr. Prakash Bajpai 00030512 Additional director 16/10/2017 Appointment Mr. Raju Dodti 06550896 Additional director 16/10/2017 Appointment Ms. Shweta Bhatia 03164394 Director 28/03/2018 Resignation IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED MEETINGS Number of meetings held 5 Type of meeting Date of meeting Total Number of Members entitled to attend meeting Number of members attended Attendance % of total shareholding Extra-ordinary General Mee 26/05/2017 7 7 100 Extra-ordinary General Mee 18/07/2017 7 7 100 Extra-ordinary General Mee 18/08/2017 7 7 100 Annual General Meeting 29/09/2017 12 9 75 Extra-ordinary General Mee 29/12/2017 12 9 75 B. BOARD MEETINGS Page 12 of 16
*Number of meetings held 4 S. No. Date of meeting Total Number of directors associated as on the date of meeting Number of directors attended Attendance % of attendance 1 30/06/2017 3 2 66.67 2 25/09/2017 4 3 75 3 20/12/2017 4 3 75 4 27/03/2018 4 3 75 C. COMMITTEE MEETINGS Number of meetings held 1 S. No. Type of meeting Date of meeting Total Number of Members as on the date of the meeting Number of members attended Attendance % of attendance 1 Audit committe25/09/2017 3 3 100 D. *ATTENDANCE OF DIRECTORS S. No. Name of the director Board Meetings Number of Meetings which Number of director was Meetings entitled to attended attend % of attendance Committee Meetings Number of Meetings which Number of director was Meetings entitled to attended attend % of attendance Whether attended AGM held on 28/09/2018 (Y/N/NA) 1 Mr. Prakash B 2 2 10 0 Yes 2 Mr. Dhanpal J 3 1 33.33 1 1 100 No 3 Mr. Raju Dodti 2 2 10 0 No X. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Nil Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered 1 S. No. Name Designation Gross Salary Commission Stock Option/ Sweat equity Others Total Amount 1 Mr. Prakash Bajpai Additional direct 9,583,000 9,583,000 Total 9,583,000 9,583,000 Page 13 of 16
Number of CEO, CFO and Company secretary whose remuneration details to be entered 3 S. No. Name Designation Gross Salary Commission Stock Option/ Sweat equity Others Total Amount 1 Sridhar Krishnamoo CEO 7,850,463 7,850,463 2 Mehul Shah CFO 1,220,725 1,220,725 3 Dolly Shah Company Secre 483,001 483,001 Total 9,554,189 0 9,554,189 Number of other directors whose remuneration details to be entered 0 S. No. Name Designation Gross Salary Commission Stock Option/ Sweat equity Others Total Amount 1 0 Total XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES * A. Whether the company has made compliances and disclosures in respect of applicable provisions of the Companies Act, 2013 during the year Yes No B. If No, give reasons/observations XII. PENALTY AND PUNISHMENT - DETAILS THEREOF (A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS Nil Name of the company/ directors/ officers Name of the court/ concerned Authority Date of Order Name of the Act and section under which penalised / punished Details of penalty/ punishment Details of appeal (if any) including present status (B) DETAILS OF COMPOUNDING OF OFFENCES Nil Name of the company/ directors/ officers Name of the court/ concerned Authority Date of Order Name of the Act and section under which offence committed Particulars of offence Amount of compounding (in Rupees) Page 14 of 16
XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment Yes No XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES In case of a listed company or a company having paid up share of Ten Crore rupees or more or turnover of Fifty Crore rupees or more, details of company secretary in whole time practice certifying the annual return in Form MGT-8. Name Surendra Kanstiya Whether associate or fellow Associate Fellow Certificate of practice number 1744 I/We certify that: (a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately. (b) Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions of the Act during the financial year. (c) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any securities of the company. (d) Where the annual return discloses the fact that the number of members, (except in case of a one person company), of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to be included in reckoning the number of two hundred. I am Authorised by the Board of Directors of the company vide resolution no... 10 dated 24/09/2018 (DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that: 1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company. 2. All the required attachments have been completely and legibly attached to this form. Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively. To be digitally signed by Declaration Director PRAKASH CHANDRA BAJPAI Digitally signed by PRAKASH CHANDRA BAJPAI Date: 2018.11.27 12:13:01 +05'30' DIN of the director 00030512 To be digitally signed by DOLLY MAHENDR A SHAH Digitally signed by DOLLY MAHENDRA SHAH Date: 2018.11.27 12:40:41 +05'30' Company Secretary Company secretary in practice Membership number 26367 Certificate of practice number Page 15 of 16
Attachments 1. List of share holders, debenture holders 2. Approval letter for extension of AGM; Attach Attach List of attachments List of Shareholders TIPL 310318.pdf Details of share transfer - Optimized.pdf MGT 8.pdf 3. Copy of MGT-8; Attach 4. Optional Attachement(s), if any Attach Remove attachment Modify Check Form Prescrutiny Submit This eform has been taken on file maintained by the Registrar of Companies through electronic mode and on the basis of statement of correctness given by the company Page 16 of 16
SURENDRA KANSTIYA ASSOCIATES COMPANY SECRETARIES Surendra U. Kanstiya B.Com., LL.B., F.e.S. Company Secretary N304, Rahul Society, Opp. Poinsur Gymkhana, New Saibaba Nagar, Kandivli (West), Mumbai - 400 067. Phone: 28612983; Cell: 9820 1947 52 E-mail: kanstiyask@rediffinail.com Form No. MGT-8 CERTIFICATE BY COMPANY SECRETARY IN PRACTICE [Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014] We have examined the registers, records and books and papers of TIKONA INFINET PRIVATE LIMITED [ein U74899MH1975PTC265837] (the Company) as required to be maintained under the Companies Act, 2013 (the Act) and the rules made thereunder for the financial year, which ended on 31st March, 2018. The Company has been converted to private company and the name of the Company has been changed from TIKONA INFINET LIMITED [CIN U74899MH1975PLC265837] to TIKONA INFINET PRIVATE LIMITED [ClN U74899MH1975PTC265837] vide "Fresh Certificate of Incorporation Consequent upon Conversion from Public Company to Private Company" dated 9 th October 2017, issued by the Registrar of Companies, Maharashtra, Mumbai. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that: A. the Annual Return states the facts as at the close of the aforesaid financial year correctly and adequately. B. during the aforesaid financial year the Company has complied with provisions of the Act & Rules made there under in respect of: 1. its status under the Aet; 2. maintenance of registers/records and making entries therein within the time prescribed therefor; 3. tiling of forms and returns as stated in the annual return, with the Registrar of Companies, Regional Director, Central Government, National Company Law Tribunal, Court or other authorities within the prescribed time (with applicable additional fees wherever required); 4. calling! convening! holding meetings of Board of Directors and its Committees and the meetings of the members of the company on due dates as stated in the annual return in respect of which meetings, proper notices were given and the proceedings including the circular resolutions, if any, have been properly recorded in the Minute Book/registers maintained for the purpose and the same have been signed; 1
SURENDRA KANSTIYA ASSOCIATES COMPANY SECRETARIES 5. closure of Register ofmembers - not applicable as no such closure has taken place; 6. advanceslloans to its directors and/or persons or firms or companies referred in section 185 ofthe Act 7. contracts/arrangements with related parties as specified in section 188 ofthe Act; 8. (a) transfer of shares; (b) not applicable with regard to the issue or allotment or transmission or buy back of securities or redemption of securities or alteration or reduction ofshare or conversion of shares or securities etc. as no such action has taken place 9. keeping in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act - not applicable as no such corporate action has taken place; 10. declaration! payment of dividend in accordance with the relevant provisions of the Companies Act, 2013- not applicable as no such corporate action has taken place; 11. signing of audited financial statement as per the provisions of section 134 of the Act and report of directors is as per sub - sections (3), (4) and (5) thereof; 12. re-appointmentj retirementj disclosures of the Directors, Key Managerial Personnel and the remuneration paid to them- to the extent applicable; 13. reappointment of auditors as per the relevant provisions ofthe Companies Act, 2013; 14. approvals required to be taken from the Central Government, Regional Director, Registrar of Companies, National Company Law Tribunal,Court or such other authorities under the various provisions ofthe Act; 15. acceptance/ renewal! repayment of deposits - not applicable as no such transaction has taken place; 16. borrowings from its directors, members, public financial institutions, banks and other and creation! modification! satisfaction of charges in that respect - to the extent applicable; 17. loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act - not applicable as no such transaction has taken place; 18. alteration of the provisions of the Memorandum and Articles of Association of the Company. Signature: Name of Company Secretary in practice: Surendra U Kanstiya C.P.No.:1744 Place: Mumbai Date: Z~.l~,~lg 2