Your Directors present 28th Annual Report on the business
and operations of Tata Teleservices (Maharashtra) Limited ("TTML"/ the
"Company"), together with the audited financial statements for the financial
year ended March 31, 2023 and other accompanying reports, notes and certificates.
Company Overview
TTML holds Unified Licences (UL) - with Access Service Authorization in
Mumbai and Maharashtra License Service Area (LSA) i.e., Maharashtra and Goa states as well
as Internet Service Provider Category A i.e., national authorisation. The Company is one
of the country's leading enablers of digital connectivity and communication solutions for
businesses.
The Company focuses on providing various wireline voice, data, Cloud
& Software as a Service (SaaS) solutions to enterprise customers. Our voice, data,
Cloud & SaaS solutions serve to bind and connect the business ecosystem. The Company
offers its services under the brand name Tata Tele Business Services (TTBS).
Financial Highlights
The Company adopted Indian Accounting Standards ("Ind AS")
from April 1, 2016, with transition date from April 1, 2015. Accordingly, the financial
reports for current financial year 2022-2023 and previous financial year 2021-2022 have
been prepared as per Ind AS reporting framework.
The financial highlights of the Company for the year ended March 31,
2023, are as follows:
(Rs in Crores)
Particulars |
2022-2023 |
2021-2022 |
Total Revenue |
1,113 |
1,105 |
Expenditure |
614 |
626 |
Earnings before Interest, Depreciation, Tax and
Amortisation (EBITDA) |
500 |
479 |
Finance & Treasury charges including exchange impact
(net) |
1,492 |
1,534 |
Depreciation / Amortisation |
147 |
160 |
Profit/(Loss) before Exceptional Items and Tax |
(1,139) |
(1,215) |
Exceptional Items |
(5) |
- |
Profit/(Loss) after Tax |
(1,145) |
(1,215) |
Other comprehensive Income |
(2) |
0 |
Total comprehensive loss for the year |
(1,147) |
(1,215) |
Dividend and Appropriations
In view of the accumulated losses and loss during the financial year
2022-2023, the Directors regret their inability to recommend any dividend for the year
under review. No appropriations are proposed to be made for the year under review.
As per Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Dividend Distribution Policy is disclosed in the Corporate
Governance Report and is uploaded on the Company's website at
https://www.tatatelebusiness.com/policies/
Company Initiatives A. Customer Centric Initiatives
To enhance customer experience, the Company has undertaken the below
mentioned digital initiatives:
Enhancements to iManage (our self-care app for customers): The
continuous enhancements to iManage mobile app have given our customers on the go
convenience for their service needs. With the freedom of raising service requests and
making payments, iManage now also provides order status to the customers, making it a
full-service platform.
eBonding: It is an integration between TTBS and its
select customers' Customer Relationship Management (CRM) platform. This two-way
communication model enables booking and updating service requests in their systems, thus
enhancing convenience for our select customers.
Faster delivery: With the objective of being 'network-
ready', the Company has proactively enabled select connected sites/buildings with network
resources in clusters. This has resulted in the delivery to the customers at the shortest
cycle time.
B. Product Initiatives
As the country's leading enabler of digital connectivity and
communication solutions, the Company provides digital solutions to small and medium
businesses. Our products and solutions now go beyond the purview of connectivity into
offering one-stop-shop Information and Communications Technology (ICT) solutions that
democratise technology and unlock the potential of our customers.
The Company offers one of the largest portfolios of ICT solutions for
businesses in India, with an unwavering focus on customer- centricity, innovation, and
digital enablement. Our technology and solutions allow businesses to improve processes,
and reach their customers more effectively, while managing their workforce more
efficiently.
Key Launches
Smartflo WhatsApp for Business Suite - A solution which enables
seamless and superior customer experience with enhanced business communication.
As a key addition to the overall Smartflo cloud communication suite,
WhatsApp Business Platform, enhances seamless omni- channel customer communication. It is
a fact that every business today dreams of an integrated omni-channel communication
solution to engage existing and potential customers. WhatsApp Business Platform helps
accelerate customer engagement, boost CX and ensure impactful customer interactions.
Infrastructure as a Service Suite (IaaS) - A superior cloud
infrastructure to help accelerate innovation and growth.
Moving workloads to the cloud as part of their digital transformation
journey is high on priority for majority of businesses today. Businesses need to make the
right decision with the right partner who will support their cloud dreams. TTBS has
partnered with Microsoft to offer Microsoft Azure solutions.
Smart Cloud Managed Services - A smart solution to help businesses
manage transition to cloud.
Businesses of all industries and sizes need to be able to be manage
their IT requirements efficiently if they want to improve productivity, reduce costs, and
streamline workflow. This is where our Smart Cloud Managed Services comes in with a clear
and cost- effective solution to help businesses navigate the highly complex and rapidly
changing cloud market.
This year, the Company launched a variety of value-added connectivity
and Cloud & SaaS solutions and continues to strengthen its portfolio with new
partnerships. The Company is also in the process of building a comprehensive ecosystem to
catalyse digital adoption by entering into strategic partnerships with leading industry
players.
Google Workspace - An industry-best, flexible, innovative, and
collaborative digital workspace solution.
Flexibility, hybrid workplace, work from anywhere are buzzwords that
reflect the changes in how we work today. In this context, TTBS has partnered with Google
to offer Google Workspace solutions which integrates seamlessly with all the core
applications of work, like email, chat, voice and video calling, collaboration, storage,
task management, security tools among others.
Endpoint Security - A comprehensive protection against cyberthreats.
As businesses go digital, it is essential to ensure complete protection
against increasing cyber threats. TTBS endpoint security solution powered by Seqrite is a
best-in-class endpoint protection security tool for small to mid-size organizations. It
offers comprehensive core, web, and network protections against cyberthreats. Advantages
include application controls, Data Loss Protection (DLP), and next-generation antivirus
protection.
SmartOffice? Business Broadband - A smart solution which brings
broadband, voice, security, collaboration and productivity solutions in a single box.
The current, accelerated digital adoption in India has led to increased
demand for high speed, reliable broadband that can boost productivity and become a
catalyst for growth. Our solution helps businesses move up from vanilla broadband
connections and power-up their business with our cutting-edge single-box product.
SmartOffice? Business Broadband brings broadband, voice, security, collaboration, and
productivity solutions in a single box.
C. Regional Customer Engagement Initiatives
To continue and deepen engagement with customers, the Company initiated
multiple customer engagement programs including Do Big Prive', Do Big Grande', Do Big
Moments, and Do Big Forums.
Also, to get industry leading views, the Company initiated 'Do Big CXO
Power Meet' where it reached out to Industry leaders to understand their perspective on
business and their digital transformation. These forums received immense appreciation from
customers.
D. HR Initiatives
To strengthen employee engagement and make employees future-ready, the
Company has undertaken multiple initiatives. Some of the key initiatives are as below:
To enhance employee life cycle management, the Company launched Orbit,
an integrated suite of HR applications for employee life cycle management, from
recruitment to retirals. This is a critical part of our digital transformation journey and
an important step towards simplifying our processes and scaling our operational
efficiency.
Taking forward our initiatives towards building future skills
readiness, the Company launched COSMOS, a common platform for all online/offline
learning activities. With this new Learning Management System (LMS), all learning assets
available can now be found in one place.
The Company launched new performance management process COMPASS,
a structured way of measuring and enhancing overall contributions through feedback,
coaching and review of results. Compass stands on 5 key pillars - performance goals,
customer centric behaviours, future skills readiness, career aspirations and coaching
conversations.
Life@TTBS
Our employee recognition program Encore, links rewards and
recognition to our organization values of Faster, Simpler, Closer. It promotes instant and
continuous recognition amongst colleagues and fuels their inspiration to Do Big.
Wellness Initiatives
Healthy employees are the backbone of any organization's good
performance. The Company focused on initiatives to support the professional and personal
well-being of our employees and to keep them healthy, engaged and happy. Our employee
assistance program primarily focuses on the physical and mental wellness of our employees,
as well as their happiness quotient. Some important subjects covered include mental
wellness at workplace, staying motivated, making a smooth return to office and such. The
employees are also engaged through the celebration of various festivals and events in the
office.
Employees participated actively in various webinars and health
talks and were given a forum to discuss their queries with subject matter experts.
The Company launched Do Big Stepathon, which encouraged
the employees to adopt a healthy lifestyle by walking 10K steps daily for a minimum of 21
days.
The Company conducted FSC League, our annual sports
across cities covering indoor and outdoor sports events like chess, carrom, badminton,
cricket, football, table tennis, kabaddi, and track events.
Future-skill readiness Initiatives
Multiple leadership workshops were conducted through Tata
Management Training Center (TMTC) for developing middle, senior and top management
skills.
People-managers were trained on 'Being a Coach' to
facilitate a culture of coaching in the organization.
This year more employees leveraged digital learning platforms.
Top courses/critical business skills include: Business Management, Cloud Computing, Data
Science, Digital Transformation, Technology and IT Leadership, Professional Development,
Project Management, as well as Agile and Sales.
Holding Company
Pursuant to the provisions of the Companies Act, 2013 (the
"Act"), Tata Teleservices Limited ("TTSL") and Tata Sons Private
Limited are the holding companies of your Company.
Pursuant to Section 47(2) of the Act, since October 17, 2018, TTSL has
become entitled to additional voting rights of 26.26% in respect of the Redeemable
Preference Shares (RPS) of I 100/- each held in the Company. Accordingly, TTSL has total
74.56% voting rights in the Company, in respect of Equity Shares and RPS of the Company
held by it. The RPS are non- convertible.
Subsidiary, Associate and Joint Venture Company
The Company does not have any subsidiary or associate or joint venture
company within the meaning of relevant provisions of the Act.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory, cost and secretarial auditors and external consultant(s), including audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by 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 the financial year 2022-2023.
Accordingly, pursuant to the provisions of Section 134(5) of the Act,
your Directors, to the best of their knowledge and belief and according to information and
explanation obtained by them, confirm that:
1. in the preparation of the annual financial statements for the year
ended March 31, 2023, the applicable accounting standards have been followed and there are
no material departures;
2. they 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 ended March 31, 2023, and of the loss of the Company for that period;
3. 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;
4. they have prepared the annual financial statements on a going
concern basis;
5. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively;
6. they have devised systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Corporate Structure - Directors And Key Managerial Personnel
Board of Directors, meetings, and its committees
As on March 31, 2023, the Board of Directors comprised of 6 (Six)
Non-Executive Directors. The Non-Executive Directors included 3 (Three) Independent
Directors (including a Woman Director). The composition of the Board is in conformity with
the provisions of the Act and Regulation 17 of the Listing Regulations.
Further, all the Directors and senior management personnel of the
Company affirmed compliance with the Code of Conduct for the financial year 2022-2023 and
the declaration in this respect appears elsewhere in the Annual Report.
Resignations and Appointments
During the year under review, there were no resignations or
appointments of directors on the Board of the Company. Further, the update on the
resignations and appointments of directors upto the date of this Report are as follows:
The Board, on recommendation of Nomination and Remuneration Committee,
re-appointed Dr. Narendra Damodar Jadhav (DIN:02435444) as a Non-Executive Independent
director of the Company for a further term with effect from April 1,2024 up to May 27,
2028. Accordingly, resolution has been included in the notice of AGM for your approval.
The Board, on recommendation of Nomination and Remuneration Committee,
appointed Amur Swaminathan Lakshminarayanan (DIN:08616830) as an Additional director in
the category of Non- Independent Non-Executive director with effect from April 24, 2023.
He holds the office as an Additional director till the ensuing AGM of the Company.
Accordingly, resolution has been included in the notice of AGM for your approval.
The Board, on recommendation of Nomination and Remuneration Committee,
appointed Harjit Singh (DIN:09416905) as an Additional director of the Company with effect
from April 24, 2023. He holds the office as an Additional director till the ensuing AGM of
the Company. Further, the Board, on recommendation of Nomination and Remuneration
Committee, appointed Harjit Singh as the Managing Director of the Company for a period of
three years commencing from April 24, 2023, subject to the approval of the Members.
Accordingly, resolutions have been included in the notice of AGM for your approval.
The Company has received a notice in writing from a Member under
Section 160(1) of the Act proposing candidature of Dr. Narendra Damodar Jadhav, A. S.
Lakshminarayanan and Harjit Singh for the office of director. The Board recommends these
appointments for your approval in the best interests of the Company. The relevant details
of Dr. Jadhav, A. S. Lakshminarayanan and Harjit Singh form part of the Notice convening
28th AGM.
Srinath Narasimhan (DIN:00058133), Non-Executive, Non- Independent
director, resigned from the directorship of the Company with effect from April 24, 2023.
The Board placed on record its appreciation for the significant contributions made by him
during his long association of more than 12 years with the Company.
Thambiah Elango (DIN:07973530), Non-Executive, Non- Independent
director, from the directorship of the Company with effect from April 24, 2023. The Board
placed on record its appreciation for the significant contributions made by him during his
association with the Company.
Directors Retiring by Rotation
In accordance with the relevant provisions of the Act and in terms of
the Articles of Association of the Company, Ankur Verma (DIN:07972892) retires by rotation
at the ensuing AGM and being eligible offers himself for re-appointment. The Board
recommends his appointment for your approval in the best interests of the Company. The
relevant details of Ankur Verma form part of the Notice convening 28th AGM.
Independent Directors
All the Independent Directors of the Company have given declarations
and confirmed that they meet the criteria of 'Independence' as stipulated under the Act
and the Listing Regulations.
Key Managerial Personnel
Pursuant to the movement of Kush S. Bhatnagar, Chief Financial Officer,
and Key Managerial Personnel of the Company to Tata
Teleservices Limited (parent company), he resigned from the post of
Chief Financial Officer and Key Managerial Personnel of the Company with effect from
February 28, 2023.
Shinu Mathai was appointed as Chief Financial Officer and Key
Managerial Personnel of the Company with effect from March 1,2023.
Vrushali Dhamnaskar continues as the Company Secretary of the Company.
Consequent to appointment of Harjit Singh (DIN:09416905) as the
Managing Director and Key Managerial Personnel of the Company, effective April 24, 2023,
Harjit Singh has vacated the office of Manager of the Company held by till that date.
Meetings of the Board of Directors
The details of composition of the Board, its committees, their meetings
held and attendance of the Directors at such meetings are provided in the Corporate
Governance Report, which is a part of this Report.
Board Evaluation
The Board of Directors carried out an annual evaluation of its own
performance, performance of Board Committees and individual Directors pursuant to the
provisions of the Act and the Listing Regulations.
The performance of the Board, the Committees and individual Directors
was evaluated by the Board after seeking inputs from all the Directors through a
questionnaire wherein the Directors evaluated the performance on scale of one to five
based on the following criteria:
a) Criteria for Board performance evaluation includes degree of
fulfilment of key responsibilities, Board structure and composition, establishment, and
delineation of responsibilities to committees, effectiveness of board processes,
information and functioning, board culture and dynamics, quality of relationship between
the Board and the management.
b) Criteria for Committee performance evaluation includes degree of
fulfilment of key responsibilities, adequacy of committee composition, effectiveness of
meetings, committee dynamics, quality of relationship of the committee with the Board, and
the management.
c) Criteria for performance evaluation of Individual Directors includes
fulfilment of the independence criteria as specified in the Listing Regulations and their
independence from the management, attendance, contribution at meetings, guidance, support
to management outside Board/ Committee meetings.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
Dr. Narendra Damodar Jadhav, Chairperson of the Nomination and
Remuneration Committee ("NRC") was nominated for conducting one-on-one
discussions with the Directors to seek their feedback on the Board and other directors.
The NRC also reviewed the performance of the individual directors.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors and performance of the Board was evaluated, views of the
Non-Executive Directors were also taken.
The Board and the NRC reviewed the performance of individual Directors
on the basis of criteria such as the contribution of the individual Directors to the Board
and Committee meetings like 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 meeting of NRC, the performance of the Board, its committees and individual
directors were also discussed. Performance evaluation of Independent Directors was done by
the entire Board, excluding the Independent Director being evaluated.
Safety
The Company has a well-defined and practiced Employee Safety and
Well-being Policy. The Company's Safety Policy comprises of guidelines and standardized
practices, based on robust processes. It advocates proactively improving its management
systems, to minimize health and safety hazards, thereby ensuring compliance in all
operational activities.
To minimize and mitigate risks related to fire safety and physical
security, the Company has taken up various safety initiatives that includes:
First aid and fire safety WBT trainings for all on-roll
employees.
Presentation based awareness sessions for off-roll employees.
Engagement with Location Safety Officers (LSOs).
Safety awareness sessions for employees conducted by Senior
Leadership Team.
Physical audit of offices through in-house team and core MSC
location through external agency JLL.
Emergency mock fire drills.
Dissemination on employee safety awareness, through E-mail, SMS,
videos (Do's and Don'ts) and quiz.
E-module based training enabled on electrical safety, warehouse
safety, building and office evacuation. This has been completed by 99% of employees.
These modules are part of our best practice replication the practices
from Tata Group.
Policies And Procedures
Policy on Directors' Appointment and Remuneration and other details
The Policy of the Company on Directors' appointment including criteria
for determining qualifications, positive attributes, independence of a Director and the
Policy on remuneration of Directors, Key Managerial Personnel and other employees are at Annexure
- IA and Annexure - IB and form part of this Report.
Risk Management
Pursuant to Regulation 21 of Listing Regulations, the Board of
Directors of the Company has constituted a Risk Management Committee on April 26, 2021, to
frame, implement and monitor the risk management plan for the Company. The Committee
comprises of two Independent Directors and one Non-Executive Non-Independent Director.
The scope of Risk Management Committee includes monitoring and
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee
will have additional oversight in the area of financial risks and controls. The major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The development and implementation of risk
management framework which ensures that the Company is able to carry out identification of
elements of risks, if any, which in the opinion of the Board may threaten the existence of
the Company, has been covered in the Management Discussion and Analysis, which forms part
of this Report.
Internal Financial Controls and their Adequacy
The Company has established and maintained adequate internal financial
controls with respect to financial statements. Such controls have been designed to provide
reasonable assurance with regard to providing reliable financial and operational
information. During the year under review, such controls were operating effectively, and
no material weaknesses were observed.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism in the form of Whistle
Blower Policy for directors, employees, and other stakeholders of the Company to report
their genuine concerns about unethical behaviour, actual or suspected fraud or violation
of Tata Code of Conduct or other policies of the Company, details of which are provided in
the Corporate Governance Report, which form part of this report. As a requirement of Tata
Code of Conduct, all stakeholders are also provided access to Whistle Blower mechanism.
The policy provides for adequate safeguards against victimization of
directors/employees who avail of the mechanism and provides for direct access to the
Chairperson of the Audit Committee.
The Whistle Blower Policy has been placed on the website of the Company
at https://www.tatatelebusiness.com/policies/.
Corporate Social Responsibility
The details of Corporate Social Responsibility ("CSR") Policy
and initiatives taken by the Company on CSR activities during the year under review have
been provided in the Annexure - II to this Report. The CSR policy of the Compa ny
is available at https://www.tatatelebusiness.com/policies/.
Pursuant to the amendment in the Act, constitution of CSR Committee is
not applicable.
Related Party Transactions
In line with the requirements of the Act and the Listing Regulations,
the Company has formulated a policy on Related Party Transactions and the same can be
accessed on the Company's website at https:// www.tatatelebusiness.com/policies. During
the year under review, all transactions entered into with related parties were approved by
the Audit Committee.
Further, the Company has obtained/prior approval of the Members for all
material transactions/proposed transactions entered/to be entered into between the Company
and TTSL, related party, for an aggregate value of I 200 Crores (Rupees Two Hundred Crores
Only) per annum and the Company and Tata Communications Limited, related party, for an
aggregate value of I 235 Crores (Rupees Two Hundred Thirty-Five Crores Only) per annum for
the financial year 2021-2022, financial year 2022-2023 and financial year 2023-2024.
The details of transactions with related party as per Form AOC-2 are
provided in Annexure - III to this Report.
An item has been included in the notice of the ensuing AGM seeking your
approval of material related party transactions for a further period of three years. Your
Board recommends it for your approval in the best interests of the Company.
Particulars of Loans, Guarantees or Investments
The Company falls within the scope of the definition
"infrastructure company" as provided in the Act. Accordingly, the Company is
exempted from the provisions of Section 186 of the Act with regards to loans made,
guarantees given or security provided by the Company. The Company has not made any
investment in securities of other Bodies Corporate during the year under review.
Deposits
The Company has not accepted any deposits from public, during the year
under review, within the meaning of Section 73 of the Act read with the Companies
(Acceptance of Deposit) Rules, 2014. No amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.
Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition, and redressal of sexual harassment at
workplace, in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder, for prevention
and redressal of complaints of sexual harassment at workplace. The objective of this
policy is to lay clear guidelines and provide right direction, in case of any reported
incidence of sexual harassment across the Company's offices and take appropriate decision
in resolving such issues.
Further, the Company has complied with provisions relating to the
constitution of Internal Complaints Committee as required under the said act.
Web Based Training on Tata Code of Conduct has been rolled and
completed by all on-roll employees.
During the year under review, the Company did not receive any
complaints on sexual harassment.
Details of application made or proceeding pending, if any under the
insolvency and bankruptcy code, 2016
Nil, during the year under review.
Details of difference between amount of the valuation done at the time
of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions
Nil, during the year under review.
Particulars of employees
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - IV to
this report.
The statement containing 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, form part of this Report. Pursuant to
Section 136(1) of the Act, this Report is being sent to the Members of the Company
excluding the aforesaid information. However, copy of this statement may be obtained by
the Members by writing to the Company Secretary at investor.relations@tatatel.co.in.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of
Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are as under:
(A) Conservation of Energy:
(i) Steps Taken or Impact on Conservation of Energy:
a. Electricity and diesel generators are used for the powering of the
Company's CORE locations and other network equipment. The Company regularly reviews power
consumption patterns across its network and has implemented various innovative projects
including green initiatives in order to optimize power consumption which resulted into
substantive cost savings and reduction of carbon foot print. Some of the major projects
undertaken during the year under review are:
Network Optimization: 86 Network Nodes locations switched off
post network re- architecture and optimization.
03 Core locations space and power optimization completed.
31 Network Nodes locations space and power optimisation.
Total space surrendered - 0.35 L Sq. ft.
b. The initiative on energy conservation has resulted into reduction of
5.41 Million units of energy consumption and carbon foot-print reduction of 4572 TCO2 for
the financial year 2022-2023.
(ii) Steps taken by the Company for utilizing alternate sources of
energy:
The Company has not utilized any alternate sources of energy.
(iii) Capital Investment on Energy Conservation Equipment:
Nil.
(B) Technology Absorption: The Company has not imported any new
technology.
(C) Foreign Exchange Earnings and Outgo:
(Rs in Crores)
Particulars |
2022-2023 |
2021-2022 |
Earnings |
0.00 |
0.00 |
Outgo |
1.00 |
1.53 |
Capital Goods |
39.91 |
37.38 |
Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operation 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.
Extract of annual return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2023, is available on the Company's website on
https://www.tatatelebusiness.com/ttml-annual-return/
Credit rating
Please refer to 'Corporate Governance Report' for details.
AUDITORS
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP,
having Firm Registration No. 012754N/ N500016 were appointed as Statutory Auditors of the
Company for second term of five years from the conclusion of 27th AGM of the
Company held in 2022 until the conclusion of 32nd AGM to be held in the year
2027.
Cost Auditors
Section 148 of the Act read with Companies (Cost Record and Audit)
Rules, 2014 (the "Rules"), requires every telecommunication company to get its
Cost Records audited by the Cost Accountants in practice and file the Cost Audit Report
with the Central Government within 180 days of closure of the financial year. Accordingly,
the Company is required to maintain cost records.
The Board of Directors of your Company has on the recommendation of
Audit Committee, approved the re-appointment and remuneration of M/s. Sanjay Gupta &
Associates, Cost Accountants, as Cost Auditors of the Company for conducting cost audit
for the financial year 2023-2024. A resolution seeking approval of the Members for
ratifying the remuneration payable to the Cost Auditors for the financial year 2023-2024
is provided in the Notice of the ensuing AGM. Your Board recommends it for your approval.
Internal Auditors
The Board had appointed Ernst & Young LLP, ANB Solutions Private
Limited and Deloitte Haskins & Sells LLP, as Internal Auditors for conducting internal
audit of the Company for the financial year 2022-2023.
Secretarial Auditors, Secretarial Audit Report, Secretarial Auditors'
Observation and Directors' Comment
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s. Mehta & Mehta, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the year ending March 31,2023. The
Secretarial Audit Report in Form MR-3 is annexed as Annexure - V to this Report.
The observation by Secretarial Auditors in their Report and our
comments are as follow:
(a) The Company was unable to circulate the draft minutes of the
following meetings within 15 days from the date of meeting, due to internal procedural
reasons:
Sr. No. Type of meeting |
Date of meeting |
1. Board meeting |
June 08, 2022 |
2. Nomination and Remuneration committee meeting |
June 08, 2022 |
3. Board meeting |
August 09, 2022 |
4. Audit Committee meeting |
August 09, 2022 |
5. Board meeting |
November 07, 2022 |
6. Audit Committee meeting |
November 07, 2022 |
7. Board meeting |
February 07, 2023 |
8. Audit Committee meeting |
February 07, 2023 |
9. Nomination and Remuneration committee meeting |
February 07, 2023 |
10. Board meeting |
March 16, 2023 |
11. Risk Management Committee meeting |
March 24, 2023 |
12. Stakeholders Relationship Committee meeting |
March 24, 2023 |
Directors' Comment: The Management has assured that corrective action
has been initiated.
b) A period of more than one hundred and eighty days elapsed between
the two consecutive meetings of the Risk Management Committee held during the year as
required under Regulation 21(3C) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Directors' Comment: Noted for compliance. The two RMC meetings during
the year were held on August 23, 2022, and March 24, 2023. The RMC meeting of March 24,
2023, was originally scheduled on February 15, 2023. However, due to unavoidable
circumstances, the meeting had to be rescheduled.
Statutory Auditors' Observations And Directors' Comments
The Statutory Auditors' Report for the financial year ended March 31,
2023, does not contain any qualification, reservation, adverse remark, or disclaimer.
Frauds reported by the auditors
The Company's Statutory Auditors, Internal Auditors, Cost Auditors and
Secretarial Auditors have not reported any instance of fraud during the period under
review.
Management discussion and analysis report
A detailed report on Management Discussion and Analysis, as required
under the Regulation 34 of the Listing Regulations for the year under review is presented
in a separate section, forming part of this Report.
Corporate Governance Report
A report on Corporate Governance is presented in a separate section
forming part of this report. A certificate from Price Waterhouse Chartered Accountants
LLP, regarding compliance of conditions of corporate governance as specified in the
Listing Regulations, by the Company is annexed hereto.
The Company has complied with mandatory requirements of Corporate
Governance prescribed under the Listing Regulations.
Compliance with secretarial standards
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 that such systems are adequate and operating effectively.
Business responsibility and sustainability report
As per Regulation 34 of the Listing Regulations, a Business
Responsibility and Sustainability Report is attached and is a part of this Report.
Acknowledgements
The Directors wish to place on record their sincere appreciation for
the assistance and continuous support extended by the Company's employees & their
families, shareholders, customers, financial institutions, banks, vendors, dealers, and
investors for their continued support. The Directors also thank the Department of
Telecommunications, the Central and State Governments and others associated with the
activities of the Company for their co-operation.
|
For and on behalf of the Board of
Directors |
|
A. S. Lakshminarayanan |
Date: April 24, 2023 |
Chairman |
Place: Mumbai |
DIN:08616830 |
|