Dear Members,
The Directors present the 37tRs. integrated Annual Report
(Report') of Tata Communications Limited (the Company') along with
the audited financial statements for the financial year ended March 31, 2023. The Company
along with its subsidiaries, wherever required, is referred as we',
us', our', or Tata Communications'. The consolidated
performance of the Company and its subsidiaries has been referred to wherever required.
Performance
The table below sets forth the key financial parameters of the
Company's performance during the year under review: (Rs. in crores)
|
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income from operations |
7,236.28 |
6,587.35 |
17,838.26 |
16,724.73 |
Other income |
497.02 |
558.49 |
363.15 |
332.09 |
Total Income |
7,733.30 |
7,145.84 |
18,201.41 |
17,056.82 |
Expenses |
|
|
|
|
Network and transmission expenses |
2,511.53 |
2,238.61 |
6,375.49 |
6,199.49 |
Employee benefits expenses |
1,553.18 |
1,279.22 |
3,597.46 |
3,040.34 |
Operating and Other Expenditure |
1,325.47 |
1,113.74 |
3,547.08 |
3,258.18 |
Depreciation and amortization expenses |
996.03 |
916.14 |
2,261.81 |
2,204.54 |
Total Expenses |
6,386.21 |
5,547.71 |
15,781.84 |
14,702.55 |
Profit before finance cost, exceptional items and tax |
1,347.09 |
1,598.13 |
2,419.57 |
2,354.27 |
Finance Cost |
90.04 |
88.59 |
432.46 |
360.25 |
Profit before exceptional items and tax |
1,257.05 |
1,509.54 |
1,987.11 |
1,994.02 |
Exceptional items |
(276.02) |
10.78 |
76.35 |
5.96 |
Profit before tax (PBT') |
981.03 |
1,520.32 |
2,063.46 |
1,999.98 |
Tax expense / (benefit) |
|
|
|
|
Current tax |
325.51 |
333.00 |
432.77 |
431.31 |
Deferred tax |
(10.63) |
20.00 |
(136.15) |
90.82 |
Profit / (Loss) before share in profit / (loss) of |
666.15 |
1,167.32 |
1,766.84 |
1,477.85 |
associates |
|
|
|
|
Share in profit / (loss) of associates |
|
|
34.03 |
6.82 |
Profit / (Loss) for the year |
|
|
1,800.87 |
1,484.67 |
Attributable to: |
|
|
|
|
Shareholders of the Company |
|
|
1,795.96 |
1,481.76 |
Non-Controlling Interest |
|
|
4.91 |
2.91 |
Company's Performance
On a standalone basis, the revenue for FY 2022-23 was H7,236.28 crores,
higher by 9.85% over the previous year's revenue of H6,587.35 crores. The profit
after tax (PAT') attributable to shareholders for FY 2022-23 was H666.15 crores
as compared to the profit after tax of H1,167.32 crores for FY 2021-22. The decrease in
PAT is attributable to the impact of exceptional items and operating expenses coming back
to pre-Covid levels as Covid benefits recede, as described in greater detail in the
Standalone Financial Statements.
On a consolidated basis, the revenue for FY 2022-23 was H17,838.26
crores, higher by 6.66% over the previous year's revenue of H16,724.73 crores. The
PAT attributable to shareholders and non-controlling interests for FY 2022-23 was
H1,800.87 crores as compared to H1,484.67 crores for
FY 2021-22. The growtRs. in the consolidated PAT is on account of
higher revenues and international subsidiaries becoming profitable helping us realise net
operating losses during FY 2022-23.
Dividend
The Board recommends a dividend of H21.00 per fully paid Equity Share
on 285,000,000 Equity Shares of face value H10/- each, for the financial year ended March
31, 2023. The Board has recommended dividend based on the parameters laid down in the
Dividend Distribution Policy which can be accessed on www.tatacommunications.
com/resource/corporate-resources/policies/tcl-dividend-distribution-policy/.
The dividend on Equity Shares is subRs.ect to the approval of the
Members at the Annual General Meeting (AGM') scheduled to be held on Tuesday,
RS.uly 18, 2023.
The dividend, once approved by the Members, will be paid, subRs.ect to
deduction of tax at source, on or before Tuesday, RS.uly 25, 2023. If approved, the
dividend will result in a cash outflow of H598.50 crores. The dividend on Equity Shares is
210% of the paid-up value of each share. The total dividend pay-out works out to 33.23% of
the profit after tax for the consolidated financial results.
The Company has fixed Monday, RS.une 26, 2023 as the Record
Date' and will close the Register of Members and Transfer Books from Tuesday, RS.une
27, 2023 till Thursday, RS.une 29, 2023 (both days inclusive) for determining entitlement
of Members to final dividend for the financial year ended March 31, 2023, if approved at
the AGM.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
profit for Financial Year 2022-23 in the statement of profit and loss.
Subsidiary companies
As on March 31, 2023, the Company had 55 subsidiaries and 3 associates.
There has been no material change in the nature of business of the subsidiaries.
A report on the financial position of each of the subsidiaries and
associates as per the Companies Act, 2013 (Act') as provided in Form AOC-1 is
attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
standalone and consolidated financial statements of the Company along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the website of the Company at www.tatacommunications.com/investors/results.
Restructuring and Acquisitions
Vide a business transfer agreement dated December 14, 2022, the Company
transferred its non-network Internet of Things (IoT') business comprising of
Device, Application, Platform and Managed Services components to its wholly-owned
subsidiary, Tata Communications Collaboration Services Private Limited, as a going concern
on slump sale' basis. The transfer came into effect on January 1, 2023.
On December 22, 2022, Tata Communications (Netherlands) B.V., a
wholly-owned indirect subsidiary of the Company, entered into a Membership Investment
Purchase Agreement to acquire 100% equity stake in The Switch Enterprises LLC (a target
company in the United States of America) and as part of the transaction, through its
wholly-owned subsidiaries, to acquire assets of the subsidiaries of The Switch Enterprises
LLC based out of Canada, the United States of America and the United Kingdom. The
acquisition was completed on May 1, 2023. As a result, The Switch Enterprises LLC has
become a wholly-owned indirect subsidiary of the Company.
The Switch Enterprises LLC is one of the leading managed services
providers for live production and video transmission. The Switch Enterprises LLC is a
leading global end-to-end live video production and transmission services provider with
reach to top tier sporting venues in North America.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory, cost and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by the Management and the relevant Board committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during Financial Year 2022-23.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that for the year ended March 31, 2023:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them
consistently and made Rs.udgments 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;
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by
the Company and sucRs. internal financial controls are adequate and operating effectively;
and
vi. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Directors and Key Managerial Personnel
There have been no changes in the Board of Directors during the
financial year. As reported in the previous year, Mr. Krishnakumar NataraRs.an was
appointed as Additional Director (Independent) with effect from RS.uly 15, 2021; Mr. Ashok
Sinha was appointed as Additional Director (Independent) with effect from October 8, 2021;
and Mr. N. Ganapathy Subramaniam was appointed as Additional Director (Non-Executive,
Non-Independent) with effect from December 2, 2021. Their appointment was approved by the
Members at the AGM held on RS.une 29, 2022.
Mr. Srinath Narasimhan, Non-Executive, Non-Independent Director of the
Company tendered his resignation from the Board with effect from the close of business
hours on April 19, 2023. The Board places on record its deep appreciation for the
contributions and guidance of Mr. Srinath during his association with the Company for more
than two decades.
On the recommendation of the Nomination and Remuneration Committee, the
Board of Directors, at its meeting held on April 19, 2023, appointed Mr. Ankur Verma (DIN:
07972892) as an Additional Director (Non-Executive, Non-Independent) of the Company with
effect from April 19, 2023. A proposal for appointment of Mr. Verma will be placed before
the Members for their approval at the ensuing AGM on RS.uly 18, 2023.
Pursuant to the provisions of Section 149 of the Act and Regulation
25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations'), the Independent Directors have submitted
declarations that each of them fulfill the criteria of independence as provided in Section
149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the
SEBI Listing Regulations. There has been no change in the circumstances affecting their
status as Independent Directors of the Company. In the opinion of the Board, the
Independent Directors are competent, experienced, proficient and possess necessary
expertise and integrity to discharge their duties and functions as Independent Directors.
None of the Company's directors are disqualified from being
appointed as a director as specified in Section 164 of the Act. For details about the
directors, please refer to the Corporate Governance Report.
In accordance with provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. N. Ganapathy Subramaniam (DIN: 07006215),
retires by rotation at the ensuing AGM and being eligible, has offered himself for
re-appointment.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than receipt
of sitting fees and commission, reimbursement of expenses incurred by them for the purpose
of attending meetings of the Board and its committees and any other transactions as
approved by the Audit Committee or the Board which are disclosed under the Notes to
Accounts.
During the year, there was no change in the Key Managerial Personnel of
the Company.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company are: Mr. A. S. Lakshminarayanan - Managing Director
& Chief Executive Officer; Mr. Kabir Ahmed Shakir Chief Financial Officer; Mr.
Zubin Adil Patel Company Secretary and Head Compliance.
Number of Meetings of the Board
Seven Board meetings were held during FY 2022-23. For details of
meetings of the Board, please refer to the Corporate Governance Report, which is a part of
this Report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, performance of the committees and that of individual directors pursuant to
the provisions of the Act and SEBI Listing Regulations.
The performance of the Board, its committees and individual directors
was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017, such as the board / committee composition and
structure, effectiveness of board processes / committee meetings, information and
functioning, etc.
In a separate meeting of the Independent Directors, performance of
Non-Independent Directors and the Board as a whole was evaluated, taking into account the
views of the Executive Director and Non-Independent Directors. Separate discussions were
also held by the Chairperson of the Nomination and Remuneration Committee with each of the
Non-Independent Directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the Board and committee meetings, preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the Board Meeting that followed the meeting of the Independent
Directors and the meeting of the Nomination and Remuneration Committee, the performance of
the Board, its committees, and individual directors was also discussed. Performance
evaluation of Independent Directors was done by the entire Board, excluding the
independent director being evaluated.
Policy on Director's Appointment and Remuneration and other
details
The Company's policy on director's appointment and
remuneration and other matters provided in Section 178(3) of the Act, has been disclosed
in the Corporate Governance Report, which is a part of this Report, and is also available
on www.tatacommunications.com/ investors/governance/.
Internal Financial Control Systems and their Adequacy
The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and Analysis, which is a part of this
Report.
Audit Committee
The details, including the composition of the Audit Committee, terms of
reference, attendance etc., are included in the Corporate Governance Report, which is a
part of this report. The Board has accepted all the recommendations of the Audit Committee
and hence, there is no further explanation to be provided for in the Board's Report.
Vigil Mechanism
The Company has adopted a Whistleblower Policy and has established a
vigil mechanism for directors and employees to report their concerns. For more details on
the Whistleblower Policy please refer to the Corporate Governance Report and the Business
Responsibility and Sustainability Report.
Auditors
Statutory Auditor and Statutory Auditor's Report
At the 36th AGM held on RS.une 29, 2022, the Members approved
re-appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm
Registration No. 101049W / E300004) as Statutory Auditors of the Company to hold office
for a second tenure of five consecutive years from the conclusion of 36th AGM till the
conclusion of the 41st AGM to be held in the year 2027.
The Statutory Auditor's Report for FY 2022-23 does not contain any
qualifications, reservations, adverse remarks or disclaimers.
The Statutory Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Act, for the year under review.
Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed
a practising company secretary, Mr. U. C. Shukla, (FCS No. 2727 / CP No. 1654), to
undertake the Company's secretarial audit.
The report of the Secretarial Auditor in Form MR-3 for the financial
year ended March 31, 2023 is attached to this report. The Secretarial Audit Report does
not contain any qualifications, reservations, or adverse remarks or disclaimers.
Cost Auditor
As per Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have
the cost records audited by a Cost Accountant and accordingly it has made and maintained
such cost accounts and records. The Board, on the recommendation of the Audit Committee,
has appointed Ms. Ketki D. Visariya, Cost Accountant (Firm Registration No. 102266) as the
Cost Auditor of the Company for FY 2023-24 under Section 148 and all other applicable
provisions of the Act. Ms. Visariya has confirmed that she is free from disqualification
specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of
the Act and that the appointment meets the requirements of Section 141(3)(g) of the Act.
She has further confirmed her independent status and an arm's length relationship
with the Company.
The remuneration payable to the Cost Auditor is required to be placed
before the Members in a General Meeting for their ratification. Accordingly, a resolution
seeking Members' ratification for the remuneration payable to Ms. Visariya is
included in the Notice convening the AGM.
>Risk Management
The Board of Directors of the Company has formed a Risk Management
Committee for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The maRs.or risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis.
Thedevelopmentandimplementationofriskmanagement policy has been covered
in the Management Discussion and Analysis, which forms part of this Report.
Particulars of Loans, Guarantees or Investments under
Section 186
Your Company falls within the scope of a company providing
infrastructural facilities under Schedule VI of the Act. Accordingly, the Company is
exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees and
Investments.
Related Party Transactions
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a
Policy on Related Party Transactions (RPT Policy') and the
same can be accessed on the Company's website at
www.tatacommunications.com/investors/governance. The RPT Policy was last reviewed and
amended by the Board at its meeting held on January 23, 2023, on the recommendation of the
Audit Committee.
All related party transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is obtained for transactions which are of
a repetitive nature and are in the ordinary course of business and at arm's length
pricing.
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. There have been no materially significant related party
transactions between the Company and the directors, KMPs, subsidiaries or relatives of
directors and KMPs, except for those disclosed in the financial statements. Accordingly,
particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Act and Regulation 23 of the the SEBI Listing Regulations, along with the
Rs.ustification for entering into such contracts or arrangements in Form AOC-2, does not
form part of the Board's Report. There were no material related party transactions
entered into by the Company during the year i.e., transactions with a related party
exceeding H1,000 crores or 10% of the annual consolidated turnover of the Company,
whichever is lower, requiring approval of the Members.
Corporate Social Responsibility
A brief outline of the Corporate Social Responsibility
(CSR') policy of the Company and the initiatives undertaken by the Company on
CSR activities during the year under review are set out in Annexure I of the Board's
Report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014 including any statutory modifications / amendments thereto for the time being
in force. For other details regarding the Corporate Social Responsibility, Safety and
Sustainability Committee, please refer to the Corporate Governance Report, which is a part
of this Report. The CSR Policy is also available on the Company's website at
www.tatacommunications.com/investors/governance.
Annual Return
As per the requirements of Section 134(3)(a) read along with Section
92(3) of the Act and the rules framed thereunder, including any statutory modifications /
amendments thereto for the time being in force, the Annual Return for FY 2022-23 is
available on www. tatacommunications.com/investors/results/.
Particulars of Employees
The information required under Section 197 of the Act read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company and percentage increase in remuneration of
each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary for
the financial year 2022-23:
Name of Directors / KMPs |
Ratio to median remuneration* |
% increase in remuneration in the financial
year |
Non-Executive Directors |
|
|
Ms. Renuka Ramnath |
7.56 |
9.92 |
Mr. Srinath Narasimhan |
4.53 |
9.75 |
Mr. Krishnakumar NataraRs.an1 |
5.25 |
NA |
Mr. Ashok Sinha1 |
4.64 |
NA |
Mr. N. Ganapathy Subramaniam1 and 2 Executive Director |
NA |
NA |
Mr. A. S. Lakshminarayanan Chief Financial |
43.78 |
10 |
Mr. Kabir Ahmed Shakir Company Secretary |
20.32 |
14 |
Mr. Zubin Adil Patel |
3.45 |
10 |
*While calculating the ratio for Non-Executive Directors, both
commission and sitting fees paid have been taken into consideration.
1 Since the remuneration for previous year was only for part of the
year, the percentage increase in remuneration is not comparable and hence, not stated.
2As per a Tata Group directive, in case an executive who is in
full-time employment of a Tata Company and is receiving salary as a full-time employee is
appointed as a Non-Executive Director (NE') on any Tata Company, such NE would
not accept any commission. The ratio of median to remuneration is not comparable in this
case and hence, not stated.
b. The percentage increase in the median remuneration of employees in
the financial year: 10.9% c. The number of permanent employees on the rolls of Company:
6,867 employees as on March 31, 2023
d. Average percentile increase already made in the salaries of
employees, other than the managerial personnel in the last financial year, and its
comparison with the percentile increase in the managerial remuneration and Rs.ustification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
During the course of the year, the total average increase was
approximately 10.3% for employees based in India, after accounting for promotions and
other event-based compensation revisions. The increase in the managerial remuneration for
the year was 10.01%.
e. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms that the remuneration is as per the remuneration
policy of the Company.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of the
Board's Report. The Board's Report and the accounts are being sent to the
Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said
annexure is open for inspection. Any Member interested in obtaining a copy of the same may
write to the Company Secretary at investor.relations@ tatacommunications.com.
Disclosure Requirements
As per SEBI Listing Regulations, the Corporate Governance Report with
the Auditors' Certificate thereon, and the Management Discussion and Analysis form
part of this Report.
As per Regulation 34 of the SEBI Listing Regulations, a Business
Responsibility and Sustainability Report is attached and is a part of this Integrated
Annual Report.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
Deposits from the Public
The Company has not accepted any deposits from the public and as such,
no amount on account of principal or interest on deposits from the public was outstanding
as on the date of the balance sheet.
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo
The Company continues to adopt and use the latest technologies to
improve the efficiency and effectiveness of its business operations.
Energy Conservation
The details pertaining to energy conservation initiatives of Tata
Communications are as follows:
Name |
Category |
The steps taken or impact
on conservation of energy |
In FY 2022-23, 130
energy-saving opportunities were identified including proRs.ects on Heating, Ventilation
and Air Conditioning (HVAC'), Switched-Mode Power Supply (SMPS') and
Uninterruptible Power Supply (UPS') efficiency enhancement / Optimisation and
Consolidation, Smart Lighting (conversion of conventional lighting into LED), and usage of
Internet of Things (IoT'). |
|
108 out of 130 proRs.ects
were completed, resulting in energy savings of 6.56 million KWh (cumulative) and energy
cost savings of H6.38 crores. Our Metro Area Network and National Long Distance teams
completed 23 energy efficiency proRs.ects, resulting in energy savings of 1,03,200 KWh
with cost savings of H8.3 lakhs. |
The steps taken by the
Company for utilising alternate sources of energy. |
We have consumed 173
million KWh of energy during FY 2022-23, procured from the national grid. Almost 30.6
million units (~18%) out of 173 million units consumed were produced from solar and wind
energy. Of this, 8.4 million units of solar power were generated at the Company's
campus in Dighi, Pune. |
|
On the international
front, we signed a contract to purchase renewable energy certificates from Portland
General Electric Company for our Portland and Hillsboro facilities, totaling to around 6
million units. We also completed the first solar power operating expense model proRs.ect
in Seixal, Portugal, where solar energy power generation is equivalent to approximately
44% of the site capacity. We expect to finish the proRs.ect and its implementation in the
first quarter of FY 2023-24. |
The capital investment on
energy conservation |
118 energy-saving
opportunities out of 130 proRs.ects were completed with a capital investment of ~H6.9
crores. |
equipment |
Our Facility
Infrastructure Management teams identified 130 energy saving opportunities involving
proRs.ects on EB Utilisation, Electric Load Reduction, HVAC, PUE Enhancement, Transformer
and Load optimisation, SMPS and UPS efficiency enhancement / Optimisation and
Consolidation, Smart Lighting (conversion of conventional lighting into LED) etc. |
A detailed break-up of the amount invested is below:
Row Labels |
Amount of Investment (RS.) |
Electric load reduction |
1,16,835 |
HVAC efficiency enhancement / Optimisation
and |
3,77,61,749 |
Consolidation |
|
Installation of Hot Air Diverter |
1,92,000 |
PUE Enhancement |
80,41,490 |
Smart Lighting |
8,53,186 |
Name Category |
|
Row Labels |
Amount of Investment (RS.) |
Tower B Basement, Tower B battery room and
Tower A, B, C staircase and terrace area |
47,250 |
Transformer and LT load optimisation |
1,85,22,200 |
UPS efficiency enhancement / Optimisation and
Consolidation |
35,30,560 |
UPS Optimisation |
3,26,540 |
Foreign exchange earnings and outgo
Foreign exchange earnings were equivalent to H795.47 crores and foreign
exchange outgo was equivalent to H937.78 crores.
Environmental, Social and Corporate Governance (ESG')
Tata Communications' sustainability strategy, based on
Environmental, Social and Corporate Governance (ESG') framework which aims to
create long-term stakeholder value and sustainable growth for our business, stems from,
and corresponds to the three key pillars People, Planet and Community. These are
further strengthened by our robust Corporate Governance practices.
As a digital ecosystem enabler, Tata Communications is committed to
promoting resource-efficient urban infrastructure with a smaller carbon footprint and
technological solutions towards a circular economy that utilises resources more
sustainably by supporting our customers to build a better world together. We are dedicated
to solving some of the world's most pressing challenges such as climate change,
gender equality, well-being and resource conservation through our reach and technology and
ensuring inclusive growth of its people and community.
In the past year, we have continued a strong focus on sustainability
and made several interventions in the direction of Climate Change, Energy Conservation,
Zero Harm, Human Rights, Community, Water and Waste Reduction aspects, which affirm the
principle of Zero Harm' to our employees, society and the environment.
During the year under review, the Board also amended the scope of the
Corporate Social Responsibility Committee and renamed it as the Corporate Social
Responsibility, Safety and Sustainability Committee (CSRSS Committee') to
additionally review and monitor safety and sustainability initiatives and matters. Your
Company has adopted the following long-term sustainability goals: a. Carbon Neutral by FY
2030 and Net Zero by FY 2035; b. GHG reduction potential of 20x by FY 2027 at Customer
end; c. 20% water reduction by FY 2030 compared to FY 2020; and d. Zero Waste to Landfill
by FY 2027.
Kindly refer to the Natural Capital section of the Integrated Annual
Report for more details.
Human Resources
At Tata Communications, we believe in creating a conducive workplace
that fosters innovative ideas, welcomes change and creates multiple avenues for the upward
mobility of our human resources. Through dedicated employee engagement and upskilling
programmes, we strive to create a mutually beneficial environment that encourages people
to offer their best and propel the organisation to greater heights.
Our Talent and People Strategy focus has been across four key pillars:
Employee experience, Effectiveness and Efficiency, Talent Pipeline and Enhanced
Leadership. With employees at the centre, our focus has been to continue to be a Great
Place to Work, create a value proposition for our employees and provide avenues for career
mobility.
We firmly believe that learning is essential for driving innovation,
productivity, and business impact. To achieve our goal of empowering hyperconnected
ecosystems, we strive to maintain a culture of continuous learning by providing our
employees with the necessary tools, technology, and environment.
We have a holistic talent management approach whicRs. includes
immediate term levers for proactive retention of people engaged in critical roles and
medium-term measures such as Rs.ob rotation, short-term assignments, secondments etc.
You can read more about our employee engagement and development
programmes in the Human Capital section of the Integrated Annual Report.
Disclosures pertaining to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Tata Communications has zero tolerance for sexual harassment and has
adopted a charter on prevention, prohibition and redressal of sexual harassment in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and complied with all provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
including constitution of Internal Complaints Committee.
During the financial year 2022-23, the Company received two sexual
harassment complaints, of which one was resolved by the Internal Complaints Committee,
while investigation is under progress for the second one.
Covid-19
Remaining cautiously optimistic in light of the global decline in
Covid-19 infection rates, Tata Communications has implemented a Return to
Office' in hybrid mode for our employees across the globe starting April 1, 2022,
after ensuring a safe working environment in our office locations. With the pandemic still
not completely behind us, we continue to monitor the global situation and will continue to
keep the best interests of our employees, customers and partners as the topmost priority.
Statutory Information and Disclosures
Material Events after Balance Sheet Date
There are no other subsequent events between the end of the financial
year and the date of this report which have a material impact on the financials of the
Company.
Rated, Secured, Listed, Redeemable, Non-Convertible Debentures
On April 20, 2020, the Company, by way of private placement, issued and
allotted 5,250 (Five Thousand Two Hundred and Fifty) Rated, Secured, Listed, Redeemable,
Non-Convertible Debentures (NCDs') at a nominal value of H 10,00,000 (Rupees
Ten lakhs only)
each, aggregating up to H5,25,00,00,000 (Rupees Five Hundred and
Twenty-Five Crores only). The NCDs were rated AA+ by CARE Ratings Limited. The NCDs were
listed on the Wholesale Debt Segment of the National Stock Exchange of India Limited.
The NCDs have been redeemed on their maturity date i.e., April 19,
2023. The proceeds from the issue of debentures have been utilised as per the obRs.ects
stated in the offer document and there have been no deviations or variations in the use of
proceeds of the NCD issuance from the obRs.ects stated in the offer document.
Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and the Company's operations in future.
Acknowledgement
The directors thank the Company's employees, customers, vendors,
investors and all other stakeholders for their continuous support.
The directors appreciate and value the contributions made by all our
employees and their families for making the Company what it is.
On behalf of the Board of Directors
Renuka Ramnath
Chairperson DIN: 00147182
Dated: RS.une 1, 2023
Registered Office:
VSB, Mahatma Gandhi Road, Fort, Mumbai 400 001
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