Dear Members,
The Directors present the 38th Integrated Annual Report
('Report') of Tata Communications Limited (the 'Company') along with audited financial
statements for the financial year ended March 31, 2024. The Company, along with its
subsidiaries wherever required, is referred to 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:
Particulars |
Standalone |
Consolidated |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from operations |
7,991.68 |
7,236.28 |
20,968.82 |
17,838.26 |
Other income |
424.08 |
497.02 |
282.47 |
363.15 |
Total Income |
8,415.76 |
7,733.30 |
21,251.29 |
18,201.41 |
Expenses |
|
|
|
|
Network and transmission expenses |
2,865.32 |
2,511.53 |
8,086.44 |
6,375.49 |
Employee benefits expenses |
1,742.83 |
1,553.18 |
4,452.95 |
3,597.46 |
Other Expenses |
1,480.02 |
1,325.47 |
4,199.33 |
3,547.08 |
Depreciation and amortization expenses |
1,038.37 |
996.03 |
2,469.67 |
2,261.81 |
Total Expenses |
7,126.54 |
6,386.21 |
19,208.39 |
15,781.84 |
Profit before finance cost, exceptional |
1,289.22 |
1,347.09 |
2,042.90 |
2,419.57 |
items and tax |
|
|
|
|
Finance Cost |
155.57 |
90.04 |
644.15 |
432.46 |
Profit before exceptional items and tax |
1,133.65 |
1,257.05 |
1,398.75 |
1,987.11 |
Exceptional items |
(193.75) |
(276.02) |
(235.66) |
76.35 |
Profit before tax (PBT') |
939.90 |
981.03 |
1,163.09 |
2,063.46 |
Tax expense/(benefit) |
|
|
|
|
Current tax |
453.87 |
325.51 |
601.63 |
432.77 |
Deferred tax |
(152.60) |
(10.63) |
(388.13) |
(136.15) |
Profit / (Loss) before share in profit/(loss) of
associates |
638.63 |
666.15 |
949.59 |
1,766.84 |
Share in profit/(loss) of associates |
|
|
19.99 |
34.03 |
Profit/(Loss) for the year |
|
|
969.58 |
1,800.87 |
Attributable to: |
|
|
|
|
Shareholders of the Company |
|
|
968.34 |
1,795.96 |
Non-Controlling Interest |
|
|
1.24 |
4.91 |
Company's Performance
On a standalone basis, the revenue for FY 2023-24 was H7,991.68 crore,
higher by 10.44% over the previous year's revenue of H7,236.28 crore. The profit after tax
('PAT') attributable to shareholders for FY 2023-24 was H638.63 crore as compared to the
profit after tax of H666.15 crore for FY 2022-23. The decline in Standalone PAT is majorly
due to higher interest cost on borrowings towards inorganic investments.
On a consolidated basis, the revenue for FY 2023-24 was H20,968.82
crore, higher by 17.55% over the previous year's revenue of H17,838.26 crore. The PAT
attributable to shareholders and non-controlling interests for
FY 2023-24 was H969.58 crore as compared to H1,800.87 crore for FY
2022-23. The decline in the consolidated PAT is majorly driven by consolidation of
inorganic investments and higher cost of borrowing.
Dividend
The Board recommends a dividend of H16.70 per fully paid equity share
on 285,000,000 equity shares of face value H10/- each, for the financial year ended March
31, 2024. 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 subject to approval of the Members at
the Annual General Meeting ('AGM') scheduled to be held on Wednesday, July 17, 2024.
The dividend, once approved by the Members, will be paid, subject to
deduction of tax at source, on or after Thursday, July 18, 2024. If approved, the dividend
will result in a cash outflow of H475.95 crore. The dividend on equity shares is 167% of
the paid-up value of each share. The total dividend pay-out works out to 49.09% of the
profit after tax for the consolidated financial results.
The Company has fixed Monday, July 1, 2024 as the 'Record Date' and
will close the Register of Members and Transfer Books from Tuesday, July 2, 2024 till
Friday, July 5, 2024 (both days inclusive) for determining entitlement of Members to final
dividend for the financial year ended March 31, 2024, if approved at the AGM.
Share Capital
As on March 31, 2024, the authorised share capital of the Company
consisted of 400,000,000 equity shares of H10 each, and the paid-up equity share capital
consisted of 285,000,000 equity shares of H10 each. During FY 202324, the Company has not
issued any shares, securities / instruments convertible into equity shares, sweat equity
shares and shares with differential voting rights.
The Members, at the 37th AGM, vide special resolution
approved 'Tata Communications Limited - Employee Stock Unit Plan 2023' (hereinafter
referred to as "RSU 2023" / "Plan" / "Scheme") to create,
offer, issue, grant and allot from time to time, in one or more tranches, up to 30,00,000
(Thirty Lakh) employee stock units ('RSUs') to the eligible employees of the Company.
The Plan has been formulated in accordance with the provisions of the
Companies Act, 2013 ('the Act') and SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ('SBEB Regulations'). The Nomination and Remuneration Committee ('NRC')
administers the Plan and functions as the Compensation Committee for the purposes of SBEB
Regulations.
The statutory disclosures as mandated under the SBEB Regulations and a
certificate from the Secretarial Auditors confirming implementation of the above-mentioned
Scheme in accordance with SBEB Regulations and Members' approval, is hosted on the website
of the Company at www. tatacommunications.com/investors/results and will also be available
for electronic inspection by the Members.
Eligible employees shall be granted RSUs, as determined by the NRC,
which will vest as per the approved vesting schedule and are exercisable into fully
paid-up equity shares of H 10/- (Rupees Ten only) each of the Company, on the terms and
conditions as provided under the Plan, in accordance with the provisions of applicable
laws and regulations for the time being in force. During the year under review 5,95,590
RSUs were granted to eligible employees of the Company and its subsidiaries.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
profit for financial year 2023-24 in the statement of profit and loss.
Subsidiary companies
As on March 31, 2024, the Company had 70 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
During FY 2023-24 the following acquisitions / restructuring took
place:
1. The Switch Enterprises LLC, one of the leading managed services
providers for live production and video transmission, became a wholly-owned indirect
subsidiary of Tata Communications Limited w.e.f. May 1, 2023.
2. Tata Communications International Pte. Ltd. ('TCIPL'), a
wholly-owned direct subsidiary of the Company, acquired remaining equity ownership of
Oasis Smart Sim Europe SAS ('OSSE France'), as a result of which, TCIPL's equity
shareholding in OSSE France increased from 58.1% to 100% and accordingly, OSSE France and
its subsidiary Oasis Smart E-Sim Pte Ltd ('OSEPL') became wholly-owned indirect
subsidiaries of the Company effective July 28, 2023.
3. Nexus Connexion (SA) Pty Ltd, a non-operational indirect subsidiary,
based in South Africa deregistered from the Companies and Intellectual Property Commission
('CIPC') in South Africa with effect from July 31, 2023 and ceased to exist as a company
under CIPC. It is currently in the process of deregistering from the South African Revenue
Service.
4. Your Company entered into an agreement to acquire Kaleyra Inc., a
company incorporated under the laws of the State of Delaware, United States of America.
Kaleyra Inc., has subsidiaries in United States of America, Italy, India, UAE, UK,
Dominican Republic, Mexico, Greece, Africa and Canada. The transaction was completed and
became effective from October 5, 2023, pursuant to which Kaleyra Inc., has become a direct
subsidiary and subsidiaries of Kaleyra Inc., became indirect subsidiaries of the Company.
Kaleyra Inc., provided mobile communication services to financial
institutions, e-commerce players, OTTs, software companies, logistic enablers, healthcare
providers, retailers, and other large organisations worldwide and its acquisition provides
direct opportunity to the Company to expand its Communications Platform as a Service
business on a global scale, as well as expand leading presence globally.
5. Vide a business transfer agreement dated March 21, 2024, the Company
transferred its identified new edged digital services business to its wholly-owned
subsidiary, Novamesh Limited, as a going concern on 'slump sale' basis. The transfer is
subject to satisfaction of conditions precedent as stipulated in the agreement and receipt
of such permissions and consents, as may be required.
6. The Company's wholly-owned indirect subsidiary, Tata Communications
(Bermuda) Limited, was redomiciled from Bermuda to the Canton of Jura, Switzerland, under
the name 'TC Networks Switzerland SA' with effect from March 22, 2024.
7. Tata Communications MOVE BV. and Tata Communications MOVE Nederland
B.V., wholly-owned indirect subsidiaries of the Company, filed a merger proposal with the
Dutch Chamber of Commerce for merging with their immediate parent company i.e., Tata
Communications (Netherlands) B.V. on March 28, 2024. The proposed merger is subject to
receipt of requisite regulatory confirmations in The Netherlands.
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 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 2023-24.
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, 2024:
i. In the preparation of the annual accounts, 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 judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
iii. They have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of the Act for safeguarding
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 such 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
Mr. Ankur Verma was appointed as Additional Director (Non-Executive)
with effect from April 19, 2023 and his appointment was approved by the Members at the
Annual General Meeting ('AGM') held on July 18, 2023.
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 of Directors, on the recommendation of the NRC, at its
meeting held on April 17, 2024, approved re-appointment of Mr. A.S. Lakshminarayanan (DIN:
08616830) as Managing Director & Chief Executive Officer ('MD & CEO') of the
Company for a second term commencing from November 26, 2024, to April 13, 2026 (i.e., till
he attains the retirement age), both days inclusive, subject to approval of the Members. A
proposal for re-appointment of Mr. Lakshminarayanan will be placed before the Members for
their approval at the ensuing AGM scheduled to be held on July 17, 2024.
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
stating that each of them fulfil the criteria of independence as provided in Section
149(6) of the Act along with 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. The
Independent Directors of the Company have undertaken requisite steps towards the inclusion
of their names in the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs.
None of the Company's directors are disqualified from being appointed
as a director as specified in Section 164 of the Act. All Directors have further confirmed
that they are not debarred from holding the office of a director under any order from SEBI
or any other such authority.
In accordance with the 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 sitting
fees, commission, reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board and its Committees or other Company events and any other
transactions as approved by the Audit Committee or the Board which are disclosed under the
Notes to Accounts. For more details about the directors, please refer to the Corporate
Governance Report.
During the year there was no change in the Key Managerial Personnel
('KMP') 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
Nine Board meetings were held during FY 2023-24. 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 Board 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 directors on the basis of
criteria established 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 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-Executive Directors. Separate discussions were
also held by the Chairperson of the NRC with each of the Non-Independent Directors.
The Board and the NRC 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 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 the meeting of the NRC, the performance of the Board, its committees, and
individual directors was 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/qovernance/ .
Internal Financial Control Systems and their adequacy
The details with respect to internal financial controls and their
adequacy are included in the Management Discussion and Analysis Report, which is a part of
this Report.
Audit Committee
The details, including 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 this 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 ('BRSR').
Auditors
Statutory Auditor and Statutory Auditor's Report
At the 36th AGM held on June 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 2023-24 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 has
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, 2024 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 prepared and
maintained such cost accounts and records. The Board, on the recommendation of the Audit
Committee, appointed Ms. Ketki D. Visariya, Cost Accountant (Firm Registration No. 102266)
as the Cost Auditor of the Company for FY 202425 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 her 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 major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis.
The development and implementation of risk management policy has been
covered in the Management Discussion and Analysis Report, which forms part of this
Integtrated Annual Report.
For more details on the key risks identified and mitigation plans,
please refer to the Risk Management section of this Integtrated Annual 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') which 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 its subidiaries, directors, KMPs, the subsidiaries or
the relatives of directors and KMPs, except for those disclosed in the financial
statements. 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 crore or 10% of
the annual consolidated turnover of the Company, whichever is lower. Accordingly,
particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Act along with the justification for entering into such a contract or
arrangement in Form AOC-2, does not form part of the Board's Report.
Corporate Social Responsibility
A brief outline of the Corporate Social Responsibility ('CSR') Policy
of the Company and the CSR initiatives undertaken during the year under review are set out
in Annexure I of this Report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as modified. 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/qovernance.
Annual Return
As per the requirements of Section 134(3)(a) read 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 2023-24 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 2023-24:
Name of Directors / KMPs |
Ratio to median remuneration* |
% increase in remuneration in the financial
year |
Non-Executive Directors |
|
|
Ms. Renuka Ramnath |
7.84 |
7.64 |
Mr. Srinath Narasimhan1 |
NA |
NA |
Mr. Krishnakumar Natarajan |
6.86 |
35.67 |
Mr. Ashok Sinha |
5.30 |
18.49 |
Mr. N. Ganapathy Subramaniam2 |
NA |
NA |
Mr. Ankur Verma2 & 3 |
NA |
NA |
Executive Director |
|
|
Mr. A. S. |
45.97 |
10 |
Lakshminarayanan |
|
|
Chief Financial Officer |
|
|
Mr. Kabir Ahmed Shakir |
21.53 |
5 |
Company Secretary |
|
|
Mr. Zubin Adil Patel |
4.21 |
18.58 |
'While calculating the ratio for non-executive directors, both
commission and sitting fees paid have been taken.
1Ceased to be a director w.e.f., April 19, 2023.
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.
3Appointed w.e.f. April 19, 2023 and hence remuneration is not
comparable.
b. The percentage increase in the median remuneration of employees in
the financial year:
3.30%
c. The number of permanent employees on the rolls of Company: 7,144
employees as on March 31, 2024
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 justification
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 17.6% 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 16.4%.
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 this
Report. The 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
alongwith the Auditors' Certificate thereon, and the Management Discussion and Analysis
Report form part of this Integtrated Annual Report.
As per Regulation 34 of the SEBI Listing Regulations, BRSR is available
on the website of the Company here.
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
Since the Company is in the telecommunications business, there is no
material information on technology absorption to be furnished. The Company continues to
adopt and utilise the latest technologies to improve the efficiency and effectiveness of
its business operations.
Energy Conservation
Details pertaining to energy conservation initiatives of Tata
Communications are as follows:
(i) Steps taken or impact on conservation of energy |
In FY 2023-24, 192 energy-saving opportunities
were identified including projects 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 PUE enhancement. 190 out of 192 projects were completed, resulting
in energy savings of 7.7 million kWh (cumulative) and energy cost savings of H7.4 crore. |
(ii) Steps taken by the company for utilizing alternate
sources of energy. |
We have consumed 180 million kWh of energy during
FY 2023-24, procured from the national grid. Almost 48 million units (-27%) out of 180
million units consumed were produced from solar and wind energy. This year, we have added
23.14 million units (MU) of Renewable Energy (RE) capacity globally. In India, new RE
projects were added with varied RE models, such as green tariff scheme leading to addition
of 9.52 MU, Group captive model led to 4.91 MU of RE addition and Capex based Solar roof
top leading to addition of 0.21 MU of RE. |
|
On the international front, we signed a contract
to purchase renewable energy certificates for our Wall facility, totaling around 6.6
million units. In Seixal, Portugal, we have become 100% RE operated with Guarantee of
Origin and On site solar plant leading to addition of 1.9 million units of RE. |
(iii) Capital investment on energy conservation equipment |
190 energy-saving opportunities out of 192
projects were completed with a capital investment of H4.9 crores. |
|
Our Power and Network Infrastructure Services
teams identified 192 energy saving opportunities involving projects 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: |
|
Saving specific Area |
Amount of Investment in J |
|
Battery Bank capacity optimization |
8,78,552 |
|
Electric load reduction |
2,58,900 |
|
Hot Air diverter |
2,15,000 |
|
HVAC efficiency enhancement/ Optimisation and consolidation |
3,75,35,780 |
|
ICOM-S Advanced Thermal Monitoring |
24,70,000 |
|
Optimisation of site running load |
20,28,600 |
|
PUE Enhancement |
6,87,912 |
|
Transformer & LT load Optimisation |
4,10,000 |
|
UPS efficiency enhancement / Optimisation and consolidation |
2,99,000 |
|
Utilisation of energy efficient equipment |
42,00,000 |
Foreign exchange earnings and outgo
Foreign exchange earnings were equivalent to H832.37 crore and foreign
exchange outgo was equivalent to H 1,267.39 crore.
Environmental, Social and Governance (ESG')
At Tata Communications, sustainability is an integral part of our
business strategy, and we are dedicated to creating long-term value for all stakeholders
through an inclusive, sustainable, and hyperconnected ecosystem.
Our strategy is based on a strong commitment to responsibly benefit
society, our employees, shareholders, communities, among other stakeholders and
corresponds to the three key pillars - People, Planet and Community. Integrating
sustainability into our core operations drives growth and contributes positively to both
society and the environment. We strive to optimise economic value in accordance to
environmental and social norms. These are further strengthened by our robust Corporate
Governance practices.
As a digital ecosystem enabler, Tata Communications aims to advance
resource-efficient urban infrastructure with less greenhouse gas emissions and
technological solutions for a circular economy by enabling our customers in building a
more sustainable future together. Over the past year we have prioritised sustainability
and employed technological innovations to address global concerns including Climate
Change, Gender Equality, Energy Conservation, Zero Harm, Human Rights, Water Management
and Waste Reduction, while also promoting inclusive growth for individuals and
communities. Our commitment to 'Zero Harm' applies to our employees, society, and the
environment.
We have set long-term sustainability targets, to continue our efforts
towards building a more sustainable organisation and future for the People, Planet, and
Communities.
Our sustainability performance can be viewed on our website and in the
BRSR and the Natural Capital section of this Integrated Annual Report..
Human Resources
At Tata Communications, we believe in creating a workplace environment
where employees feel valued, empowered and motivated to contribute their best efforts.
We employ a diverse global workforce spanning several continents,
enriching our corporate culture and driving technological innovation. We promote an
inclusive workforce that helps employees thrive. Improving employee experiences and
ensuring effective workforce planning are the two key tenets of our HR strategy. These
pillars are supported by a hybrid working model to foster collaboration and synergy.
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 FY 2023-24, the Company received four sexual harassment
complaints, which were resolved by the Internal Complaints Committee. One complaint which
was pending at the end of the previous financial year (2022-23) was resolved during
financial year 2023-24.
STATUTORY INFORMATION AND DISCLOSURES
Material Events after Balance Sheet Date
There are no 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, Unsecured, Listed, Redeemable, Non-Convertible Debentures
On August 29, 2023, the Company, by way of private placement, issued
and allotted 1,75,000 (One Lakh Seventy- Five Thousand only) Rated, Unsecured, Listed,
Redeemable, Non-Convertible Debentures ('NCDs') at a nominal value of H 1,00,000 (Indian
Rupees One Lakh only) each, aggregating to H 1,750 crores. The NCDs were rated AAA by CARE
Ratings Limited. The NCDs were listed on the Wholesale Debt Segment of the National Stock
Exchange of India Limited. The NCDs have a fixed rate coupon of 7.75% and have been issued
on the basis of multiple yield allotment method. The proceeds from the issue of debentures
have been utilised as per the objects stated in the offer document and there have been no
deviations or variations thereto.
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.
On behalf of the Board of Directors |
Renuka Ramnath |
Chairperson |
DIN: 00147182 |
Dated: April 17, 2024 |
Registered Office: |
VSB, Mahatma Gandhi Road, Fort, |
Mumbai - 400 001 |
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