Your Directors present the 29th Annual Report on the business and operations of Tata Teleservices (Maharashtra) Limited (referred to as "TTML" or the "Company"), together with the audited financial statements for the financial year ended March 31,2024, and other accompanying reports, notes, and certificates.
COMPANY OVERVIEW
The Company, equipped with Unified Licences (UL) - Access Service Authorisation, operates in Mumbai and Maharashtra License Service Area (LSA), serving the regions of Maharashtra and Goa.
Operating under the brand name of "Tata Tele Business Services" the Company offers a comprehensive suite of Smart Digital
Solutions comprising Digital Connectivity, Collaboration & Productivity, Cloud Communications, Omni-Channel Customer Engagement Solutions, Cybersecurity Solutions, Marketing Solutions and Cloud Infrastructure Solutions. Our commitment to provide best-in-class customer support ensures that businesses receive unparalleled service excellence at every step of their journey. The Company stands as a committed partner in the digital transformation journey of its customers, striving to unlock their full potential by democratising technology, and making it accessible and affordable.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company for the year ended March 31,2024, are as follows:
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(' in Crores)
|
|
Particulars
|
2023-2024
|
2022-2023
|
|
Total Income
|
1,200.23
|
1,113.34
|
|
Expenditure
|
004.2!
|
013.0/
|
|
Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA)
|
536.00
|
499.67
|
|
1 inance & Ireasury Charges
|
1,021.58
|
1,501.55
|
|
Depreciation and Amortisation expenses
|
150.44
|
14/.10
|
|
Profit/(Loss) before Exceptional Items and Tax
|
(1,228.44)
|
(1,139.45)
|
|
Ixceptional Items
|
|
(5.2/)
|
|
Profit/(Loss) after Tax
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(1,228.44)
|
(1,144.72)
|
|
Other C omprehensive Income/il oss)
|
0.91
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(1.91)
|
|
Total Comprehensive Loss for the Year
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(1,227.53)
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(1,146.63)
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DIVIDEND AND APPROPRIATIONS
In view of the accumulated losses and loss during the financial year 2023-2024, 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 available on the Company's website at https://www.tatatelebusiness.com/policies-ttml/.
COMPANY INITIATIVESA. Customer Centric Initiatives
The Company continued to enhance Customer Experience by introducing new age digital platforms that enable effortless interactions for our customers. Some of the key enhancements include:
? Smart IVR: This all-new IVR system enables customers who are familiar & comfortable using traditional IVRs to manage their account on their own without the help of a customer service representative. Its simple interface allows customers to opt for their preferred option in a simple & effortless manner.
? Smart Assist: Smart Assist is an AI-powered interactive Chatbot that provides instant response to customers
for their queries, allows them to raise service requests, download bills, track payments and do more. This has led to simplification of the customer interactions and made information available through an interactive interface.
WhatsApp: In line with our endeavour to provide customer multiple channels of communication, the Company have enabled WhatsApp as an additional channel through which customers can reach us. iManage: The Company's Self-care App has now evolved into a full Service platform with iManage Web Platform now available on all browsers & iManage Mobile App now available on Android & iOS. The iManage app empowers Enterprise customers to manage their account completely with key features like making payments, managing their toll-free account, checking utilisation and many such features that enable ease of access and information.
With an objective to deepen engagement and to get better understanding of customer's needs, the Company undertook the "Customer Centricity Program" in which the leadership team across the organisation engaged with Enterprise Customers. The program covered ~100+ visits to customers. This was well received by customers.
The Company's Customer Service solutions have been awarded with multiple recognitions across industry forums.
B. Product Initiatives
The Company is one of the leading providers of Smart Digital Solutions in the country. Its comprehensive suite of solutions comprises of Digital Connectivity, Collaboration & Productivity, Cloud Communications, Omni-Channel Customer Engagement, Cybersecurity, Marketing and Cloud Infrastructure Solutions. The Company is dedicated to serving the evolving needs of Small & Medium Enterprises (SMEs) and empowering them with transformative digital solutions. Over the years, the Company has pivoted from being a wireline connectivity player to a Smart Digital Solutions provider offering solutions tailored to address the specific needs of the customers.
The Company develops solutions based on a deep understanding of the customer needs. These solutions empower enterprises to streamline processes, increase reach, enhance customer engagement, and improve productivity of their workforce.
Over the past few years, the Company has introduced a range of value-added connectivity solutions and Cloud & SaaS offerings, all meticulously designed to meet the critical business needs of the customers. Moreover, the Company has forged new partnerships to enrich the product portfolio and is actively constructing an ecosystem that fosters digital adoption. Through strategic collaborations with key industry players, the Company aims to better address the fundamental needs of the customers and further facilitate their digital transformation journey.
Key LaunchesKey product launches in FY24 include:
Smartflo Unified Communications as a Service (UCaaS) - Empowering Seamless Collaboration and Connectivity
Every year the Company looks to strengthening the Smartflo suite of solutions based on a deep understanding of the market and customer needs. In response to the increasing demand for unified communication platforms, the Company introduced Smartflo UCaaS Solution to streamline communication channels and enhance productivity. Smartflo UCaaS has been developed with an endeavour to seamlessly bridge the gap between remote employees and the office while enhancing business efficiency. It not only makes 1-1 business calls richer and collaborative but also replaces on-premises legacy telephone infrastructure helping businesses optimise costs. Smartflo UCaaS solution works with Microsoft Teams allowing users to call any landline or mobile number from their desktop, laptop or mobile using the corporate network. Smartflo UCaaS enables unified communication experience for customer facing roles as well as enhances employee experience.
Microsoft Copilot for Microsoft 365 - Elevating Productivity with AI-Powered Assistance
In response to the evolving needs of modern workplaces, the Company partnered with Microsoft to introduce Microsoft Copilot for Microsoft 365 to enhance productivity through AI-powered assistance. This innovative solution leverages artificial intelligence to provide intelligent suggestions, automate repetitive tasks, and offer personalised recommendations. By harnessing the power of AI, businesses can streamline workflows, improve collaboration, and accelerate decision-making processes.
Truecaller Verified Business Caller ID - Enhancing Communication Efficiency with Verified Caller IDs
Acknowledging the importance of efficient communication management, the Company partnered with Truecaller to offer Truecaller Verified Business Caller ID Solution. This comprehensive solution integrates Truecaller's advanced caller identification features with business communication tools, enabling organisations to enhance customer engagement and operational efficiency.
Smart Single Number Solution - Simplifying Communication Channels for Enhanced Connectivity
Recognising the need for streamlined communication, the Company introduced the Smart Single Number Solution. This solution is designed to unify and streamline communication across an organisation, integrating multiple channels and services. It lets the customer reach businesses across India on one single number, thus providing a comprehensive approach to connectivity challenges. The solution allows businesses to not only ensure efficient communication but also reduce operational complexities.
ILL Burstable Bandwidth Solution - Adaptable Connectivity for Dynamic Demands
In response to the varying connectivity needs of modern businesses, ILL Burstable Bandwidth Solution has been introduced to provide adaptable connectivity seamlessly. This solution offers flexible bandwidth options, allowing businesses to scale their network capacity based on demand, ensuring optimal performance during peak periods.
Email Security Solution - Protecting Digital Communications with Advanced Security Measures
Addressing the growing concerns surrounding email security, TTBS Email Security Solution was introduced to safeguard digital communications effectively. This comprehensive solution offers robust protection against various cyber threats, including phishing attacks, malware, and email spoofing. By leveraging advanced security features such as encryption, authentication, and threat detection, businesses can ensure the integrity and confidentiality of their email communications.
Data Loss Prevention Solution - Safeguarding Valuable Information with Proactive Security Measures
In recognition of the critical importance of data protection, the Company introduced Data Loss Prevention (DLP) Solution to safeguard valuable information effectively. This comprehensive solution employs proactive security measures to mitigate the risks of data breaches, unauthorised access, and accidental leaks. By implementing advanced data monitoring, encryption, and access controls, businesses can ensure the confidentiality, integrity, and availability of their sensitive data.
C. Regional Customer Engagement Initiatives
To continue and deepen engagement with customers, the Company initiated multiple customer engagement programs including Tech Workshops, Knowledge Series, 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 appreciation from customers.
D. HR Initiatives
The Company remains committed to fostering a Happy and Productive work environment for all employees. Some of the key initiatives that highlight this commitment are as follows: Employee Recognition Program - Encore: This program celebrates and rewards employees for their exceptional work, achievements, and contributions, as well as for exemplifying behaviours aligned to our core values of Faster, Simpler and Closer.
Democratised Learning: TTBS provides all employees with access to eLearning platforms, encouraging them to pursue courses relevant to their current roles and future skills, such as Generative AI, laaS, SaaS, Cloud Fundamentals, Cyber Security, Industry Selling, Data Analytics, and Project Management. In FY24, employees completed 3,131 digital courses clocking 4,342 hours of learning.
Engagement, Connect & Celebrations: A variety of engagement events are scheduled monthly, including Cultural Rituals, Employee Connects, Leadership Reach-outs, Knowledge Sharing Sessions, Team Connects, and Festival Celebrations.
Care and Wellbeing: Under the Employee Assistance Program known as SaBal at TTBS, all employees have access to counselling resources. Additionally, various sessions focusing on physical and mental wellbeing are offered both online and offline.
New Hires On-Boarding and Assimilation:
"Do Big Voyage" is the comprehensive onboarding program for new employees, encompassing a 90-
day journey that includes providing comprehensive understanding to the Company policies, processes, role expectations, business, product knowledge, system training, function-specific skill development, cultural integration, and networking across the organisation. The program includes three assessments to ensure knowledge retention and application for the employee's future success within the Company. On-field Coaching for Sales: To its frontline sales team, the Company offer a personalised coaching program. This program aims to provide immediate feedback and guidance, enhancing performance and encouraging the application of correct behaviors in the field.
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 ' 100/- each held in the Company. Accordingly, TTSL has a total of 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, the work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), 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 the financial year under review.
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. i n the preparation of the annual financial statements for the year ended March 31, 2024, 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, 2024, 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 PERSONNELBOARD OF DIRECTORS, MEETINGS, AND ITS COMMITTEES
As of March 31, 2024, the Board of Directors comprised of 6 (six) Directors. Of the 6 (six) Directors, 5 (five) were NonExecutive Directors and 1 (one) Managing Director. The NonExecutive Directors included 1 (one) Chairman and 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 2023-2024 and the declaration in this respect appears elsewhere in the Annual Report.
Resignations and Appointments
During the year under review,
• Dr. Narendra Damodar Jadhav (DIN:02435444) was reappointed as a Non-Executive Independent Director of the Company for a further term with effect from April 1, 2024, upto May 27, 2028. Being Independent Director, he is not liable to retire by rotation.
• A. S. Lakshminarayanan (DIN:08616830), on recommendation of Nomination and Remuneration Committee, was appointed by the Board as an Additional Director and Chairman with effect from April 24, 2023, and the appointment was approved by the shareholders at the AGM held on June 27, 2023.
• Harjit Singh (DIN:09416905), on recommendation of Nomination and Remuneration Committee, was
appointed by the Board as an Additional Director and as a Managing Director for a period of three years with effect from April 24, 2023, and the appointment was approved by the shareholders at the AGM held on June 27, 2023.
• 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, NonIndependent 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.
Director 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 the 29th 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
Consequent to appointment of Harjit Singh (DIN:09416905) as the Managing Director and Key Managerial Personnel of the Company, effective April 24, 2023, for a period of three years, Harjit Singh has vacated the office of Manager of the Company held by till that date.
Shinu Mathai continues as the Chief Financial Officer of the Company and Vrushali Dhamnaskar continues as the Company Secretary of the Company.
Meetings of the Board of Directors
The details of the composition of the Board, its committees, their meetings held and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which form 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, individual Directors and the Chairman was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on a 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, the adequacy of Committee Composition, the 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 include fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the Management, Attendance, Contribution at meetings, guidance, and support for 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, Chairman 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 the performance of the Board was evaluated. Additionally, the views of the NonExecutive Directors and Executive Director 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 contributions and inputs in meetings, among others.
Moreover, 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, individual Directors and Chairman was 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 Safety, Health & Environment policy is in place. The Company's Safety Policy comprises of guidelines and standardised practices, based on robust processes. It advocates proactively improving its management systems, to minimise health and safety hazards, thereby ensuring compliance in all operational activities.
To minimise 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 web based trainings for all on-roll employees.
• Presentation based awareness sessions for off-roll employees.
• Dissemination on employee safety awareness through, safety awareness week, e-Mails, SMS, videos (Do's and Don'ts) and quiz.
• Engagement with Location Safety Officers (LSOs).
• Physical audit of offices and Network sites through in-house team.
• Emergency mock fire drills.
• E-module based training/certification on Building and Office Evacuation, Cardiopulmonary Resuscitation (CPR), Driving at Work Safe, Electrical Safety, Fire Extinguishers & Fire Safety Awareness.
• The overall completion status of web-based Safety and Health training for all on-roll employees as on March 31, 2024, stands close to 100%.
POLICIES AND PROCEDURESPOLICY 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 the 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 Executive Director.
The scope of Risk Management Committee includes 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 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 form 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 a 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 the 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 the Tata Code of Conduct, all stakeholders are also provided access to the Whistle Blower mechanism.
The policy provides for adequate safeguards against victimisation of Directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee.
The Whistle Blower Policy is available on the Company's website at https://www.tatatelebusiness.com/policies-ttml/.
CORPORATE SOCIAL RESPONSIBILITY
Details of the 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 is available on the Company's website at https://www.tatatelebusiness.com/policies-ttml/.
Pursuant to the amendment in the Act, the constitution of the CSR Committee is not necessary.
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 which is available on the Company's website at https://www.tatatelebusiness.com/policies-ttml/. 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, a related party, for an aggregate value of ' 200 Crores (Rupees Two Hundred Crores Only) per annum and the Company and Tata Communications Limited, related party, for an aggregate value of ' 235 Crores (Rupees Two Hundred Thirty-Five Crores Only) per annum for the financial years 2024-2025, 2025-2026 and 2026-2027.
The details of transactions with related party as per Form AOC-2 are provided in Annexure - III to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company falls within the scope of the definition of "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. Additionally, the Company has not made any investment in the securities of other Bodies Corporate during the year under review.
DEPOSITS
The Company has not accepted any deposits from the 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 the public was outstanding as of 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.
During the year under review, the Company did not receive any complaints on sexual harassment.
DETAILS OF APPLICATION MADE OR PROCEEDINGS 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
Not applicable.
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, a copy of this statement may be obtained by the Members by writing to the Company Secretary at [email protected].
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 the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:
(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 implements various innovative projects including green initiatives in order to optimise power consumption which has resulted into a substantive cost savings and a reduction of carbon footprint. Some of the major projects undertaken during the year under review are:
• Network Optimisation: 72 network nodes locations switched off post network rearchitecture and optimization.
• Space and power optimisation at 97 network nodes locations.
• Total space surrendered - 0.05 L Sq. ft.
b. The initiative on energy conservation has resulted in a reduction of 3.43 million units of energy consumption and a carbon foot-print reduction of 6585 TCO2 for the financial year 2023-2024.
(ii) Steps taken by the Company for utilising alternate sources of energy:
The Company has not utilised any alternate sources of energy.
(iii) Capital Investment on Energy Conservation Equipment: Nil.
(B) Technology absorption: The Company has not imported any new technology.
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(C) Foreign Exchange Earnings and Outgo:
|
(' in Crores)
|
|
Particulars
|
2023-2024
|
2022-2023
|
|
Earnings
|
-
|
-
|
|
Outgo
|
0.76
|
1.00
|
|
Capital Goods
|
36.64
|
39.91
|
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 or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in the future.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company except as disclosed elsewhere in this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024, is available on the Company's website on https://www.tatatelebusiness.com/ttml-annual-return/
CREDIT RATING
Please refer to the '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 a second term of five years from the conclusion of the 27th AGM of the Company held in 2022 until the conclusion of the 32nd AGM to be held in the year 2027.
Cost Auditors
Section 148 of the Act read with Companies (Audit and Auditors) 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 the 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 the Audit Committee, has approved the reappointment and remuneration of M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for conducting
cost audit for the financial year 2024-2025. A resolution seeking approval of the Members for ratifying the remuneration payable to the cost auditors for the financial year 2024-2025 is included in the Notice of the ensuing AGM. Your Board recommends it for your approval.
Internal Auditors
The Board had appointed M/s. Ernst & Young LLP, M/s. ANB Solutions Private Limited and M/s. Deloitte Touche Tohmatsu India LLP, as Internal Auditors for conducting internal audit of the Company for the financial year 2023-2024.
SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT, SECRETARIAL AUDITORS' OBSERVATIONS AND DIRECTORS' COMMENTS
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. Makarand M. Joshi & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company for the year ending March 31, 2024. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - V to this Report. The Secretarial Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer.
STATUTORY AUDITORS' OBSERVATIONS AND DIRECTORS' COMMENTS
The Statutory Auditors' Report for the financial year ended March 31, 2024, 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 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 that form 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 the 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, channel partners, and investors for their continued support. Additionally, the Directors would also like to thank the Department of Telecommunications, the Central and State Governments and others associated with the activities of the Company for their co-operation.
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