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Tata Communications Ltd.

BSE: 500483 Sector: Telecom
NSE: TATACOMM ISIN Code: INE151A01013
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OPEN 1104.70
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VOLUME 45491
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P/E 26.06
Mkt Cap.(Rs cr) 30,883
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OPEN 1104.70
CLOSE 1095.15
VOLUME 45491
52-Week high 1590.00
52-Week low 856.00
P/E 26.06
Mkt Cap.(Rs cr) 30,883
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tata Communications Ltd. (TATACOMM) - Director Report

Company director report

To the Members

The Directors present the 36th Annual Report of Tata Communications Limited (the'Company') along with the audited financial statements for the financial year ended March31 2022. The Company along with its subsidiaries wherever required is referred as 'we''us' 'our' or 'Tata Communications'. The consolidated performance of the Company and itssubsidiaries has been referred to wherever required.

PERFORMANCE

The table below sets forth the key financial parameters of the Company's performanceduring the year under review:

(Rs in crores)

Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Income from operations 6587.35 6225.32 16724.73 17100.10
Other income 558.49 274.56 332.09 156.76
Total Income 7145.84 6499.88 17056.82 17256.86
Expenses
Network and transmission expenses 2238.61 2051.01 6199.49 6513.66
Employee benefits expenses 1279.22 1104.61 3040.34 3049.09
Operating and Other Expenditure 1113.74 1086.16 3258.18 3276.77
Depreciation and amortization expenses 916.14 972.89 2204.54 2313.87
Total expenses 5547.71 5214.67 14702.55 15153.39
Profit from ordinary activities before finance cost exceptional items and tax 1598.13 1285.21 2354.27 2103.47
Finance Cost 88.59 106.73 360.25 420.20
Profit from ordinary activities before exceptional items and tax 1509.54 1178.48 1994.02 1683.27
Exceptional items 10.78 50.82 5.96 (74.72)
Profit before tax (PBT) 1520.32 1229.30 1999.98 1608.55
Tax expense/(benefit)
Current tax 333.00 286.92 431.31 406.49
Deferred tax 20.00 (20.28) 90.82 (51.60)
Profit / (Loss) before share in profit/(loss) of associates 1167.32 962.66 1477.85 1253.66
Share in profit/(loss) of associates 6.82 (2.14)
Profit/(Loss) for the period 1484.67 1251.52
Attributable to:
Shareholders of the Company 1481.76 1250.63
Non-Controlling Interest 2.91 0.89

Company's Performance

On a standalone basis the revenue for FY 2021-22 was H6587.35 crore higher by 5.82%over the previous year's revenue of H6225.32 crore. The profit after tax ('PAT')attributable to shareholders for FY 2021-22 was H1167.32 crore registering a growth of21.26% over the profit (after tax) of H962.66 crore for FY 2020-21. The growth in thestandalone profits is reflective of higher revenues during FY 2021-22.

On a consolidated basis the revenue for FY 2021-22 was H16724.73 crore lower by2.20% as compared to the previous year's revenue of H17100.10 crore. The PAT attributableto shareholders and non-controlling interests for FY 2021-22 was H1484.67 crore ascompared to H1251.52 crore for FY 2020-21. The growth in the consolidated PAT isprimarily on account of lower expenses during FY 2021-22.

COVID-19

During FY 2021-22 the Coronavirus ('COVID-19') pandemic continued to cause significantdisruption to the world economy with new and highly infectious variants like Omicron andDelta spreading at unprecedented rates. Over the past year Tata Communications has beenclosely monitoring the COVID-19 situation as it evolves and adapting our businesscontinuity plans to ensure minimal potential impact on services to our customers whilemaintaining strict precautions for our employees and their families.

Throughout the year our taskforce overseen by our Global Management Committee led byour Managing Director and CEO assessed and monitored the COVID-19 situation keeping ourBusiness Continuity Plan aligned with mandates issued by national and local governmentsand health authorities at all times. Our teams have been in constant communication withour customers and partners to support them in navigating any connectivity security andcollaboration challenges faced by them as businesses around the world define new ways tore-open safely.

While our operations are built for maximum flexibility and agility we have beenactively engaging with third parties and partners that support us to strengthen thecontinuity of our operations and minimise the impact of the continuing pandemic on ourcustomers.

Keeping the physical safety and mental well-being of our employees on top priority weimplemented several precautionary measures and initiatives to provide necessary support toour employees during these testing times. For the greater part of FY 2021-22 majority ofour workforce continued to work from home with only employees in essential rolestravelling to office or other locations. We continued the implementation of safetyguidelines to address employee and customer queries; issued regular COVID-19 advisories toemployees and conducted periodic testing through Rapid Antigen Tests for employees workingfrom office locations to ensure a safe working environment. As part of the largerprogramme initiated by the Tata group Tata Communications organised vaccination drivesfor its employees and their families at various office locations in India.

Remaining cautiously optimistic in light of the global decline in COVID-19 infectionrates coupled with rising vaccination numbers Tata Communications has implemented agradual Return to Office in hybrid mode for its employees across the globe starting April1 2022 after ensuring a safe working environment in our office locations. However withthe pandemic still not completely behind us we continue to monitor the global situationand will change our plans where needed in the best interests of our employees customersand partners.

Dividend

The Board recommends a dividend of H20.70 per fully paid Equity Share on 285000000Equity Shares of face value H10/- each for the financial year ended March 31 2022. TheBoard has recommended dividend based on the parameters laid down in the DividendDistribution Policy.

The dividend on Equity Shares is subject to the approval of the Shareholders at theAnnual General Meeting ('AGM') scheduled to be held on Wednesday June 29 2022.

The dividend once approved by the Shareholders will be paid subject to deduction oftax at source on or before Wednesday July 6 2022. If approved the dividend wouldresult in a cash outflow of H589.95 crore. The dividend on Equity Shares is 207% of thepaid-up value of each share. The total dividend pay-out works out to 39.74% of the profitafter tax for the consolidated financial results.

The Company has fixed Monday June 13 2022 as the 'Record Date' for determiningentitlement of members to final dividend for the financial year ended March 31 2022 ifapproved at the AGM.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for FinancialYear 2021-22 in the statement of profit and loss.

Subsidiary companies

As on March 31 2022 the Company had 55 subsidiaries and 3 associate companies. Therehas been no material change in the nature of business of the subsidiaries.

TC IOT Managed Solutions Limited a wholly owned subsidiary of Tata CommunicationsLimited had applied for voluntary strike off on November 29 2019. The application wasapproved by the Registrar of Companies Ministry of Corporate Affairs vide its orderdated January 13 2022.

The application for voluntary strike-off filed by Tata Communications MOVE UK Limited(formerly known as Teleena UK Limited) a wholly-owned subsidiary of Tata Communications(Netherlands) B.V. and indirect subsidiary of the Company was approved by the CompaniesHouse United Kingdom and the subsidiary was dissolved on March 1 2022.

A report on the financial position of each of the subsidiaries and joint ventures asper the Companies Act 2013 ('Act') as provided in Form AOC-1 is attached to the financialstatements of the Company.

Further pursuant to the provisions of Section 136 of the Act the standalone andconsolidated financial statements of the Company along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company at www.tatacommunications.com/investors/results.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutorycost and secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by Management and the relevant Board committees including the Audit Committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during Financial Year 2021-22.

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that for the year ended March 31 2022:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andsuch internal financial controls are adequate and operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

There have been the following changes in the Board of Directors during the financialyear.

i. Pursuant to the Government of India having sold-off its entire stake in the CompanyDr. Rajesh Sharma and Dr. Maruthi Prasad Tangirala tendered their resignations effectivefrom May 10 2021.

ii. Dr. Uday B. Desai completed his second term as an Independent Director of theCompany on June 5 2021.

iii. Mr. Krishnakumar Natarajan was appointed as an Additional Director (Independent)on the Board of the Company with effect from July 15 2021.

iv. Mr. Ashok Sinha was appointed as an Additional Director (Independent) on the Boardof the Company with effect from October 8 2021.

v. Mr. N. Ganapathy Subramaniam was appointed as an Additional Director (Non-ExecutiveNonIndependent) on the Board of the Company with effect from December 2 2021.

Mr. Krishnakumar Natarajan and Mr. Ashok Sinha fulfil the criteria under Regulation16(1)(b) and Regulation 25(8) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ('SEBI Listing Regulations')and Section 149(6) of the Companies Act 2013. All the appointments to the Board aresubject to receipt of clearance of the Ministry of Information and Broadcasting under thePolicy Guidelines for Uplinking of Television Channels from India dated December 5 2011applicable to the Company and the Company has obtained necessary approvals prior toappointment of new directors.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBIListing Regulations the independent directors have submitted declarations that each ofthem meet the criteria of independence as provided in Section 149(6) of the Act along withRules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There hasbeen no change in the circumstances affecting their status as independent directors of theCompany. Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts) Rules 2014 in theopinion of the Board the Independent Directors are competent experienced proficient andpossess necessary expertise and integrity to discharge their duties and functions asIndependent Directors.

None of the Company's directors are disqualified from being appointed as a director asspecified in Section 164 of the Act. For details about the directors please refer to theCorporate Governance Report. In accordance with provisions of Section 152 of the Act andthe Articles of Association of the Company Mr. Srinath Narasimhan retires by rotation atthe ensuing AGM and being eligible has offered himself for reappointment.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board and its Committees and any other transactions as approved by theAudit Committee or the Board which are disclosed under the Notes to Accounts.

During the year there was no change in the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2022 are Mr. A. S. Lakshminarayanan - Managing Director &Chief Executive Officer; Mr. Kabir Ahmed Shakir - Chief Financial Officer and Mr. ZubinAdil Patel - Company Secretary.

Number of Meetings of the Board

Eight Board meetings were held during the FY 2021-22. For details of meetings of theBoard 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 performanceperformance of the committees and that of individual directors pursuant to the provisionsof the Act and SEBI Listing Regulations.

The performance of the Board and individual directors was evaluated by the Board afterseeking inputs from all the directors on the basis of criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.

In a separate meeting of independent directors performance of non-independentdirectors and the Board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the Board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the Board Meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the Board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire Board excluding the independent director beingevaluated.

Policy on Directors' Appointment and Remuneration and other Details

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is available onwww.tatacommunications.com/investors/ governance/.

Internal Financial Control Systems and their Adequacy

The details in respect of internal financial controls and their adequacy are includedin the Management Discussion and Analysis which is a part of this report.

Audit Committee

The details including the composition of the Audit Committee terms of referenceattendance etc. are included in the Corporate Governance Report which is a part of thisreport. The Board has accepted all the recommendations of the Audit Committee and hencethere is no further explanation to be provided for in this Report.

Vigil Mechanism

The Company has adopted a whistle-blower policy and has established a vigil mechanismfor directors and employees to report their concerns. For more details on thewhistle-blower policy please refer to the Corporate Governance Report and the BusinessResponsibility Report.

Auditors

Statutory Auditor and Statutory Auditor's Report

At the 31st AGM held on June 27 2017 the Members approved 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 period of fiveyears from the conclusion of that AGM till the conclusion of the 36th AGM.

The Board has approved the re-appointment of M/s. S.R. Batliboi & Associates LLPChartered Accountants (Firm Registration No. 101049W/E300004) as Statutory Auditors of theCompany for a second tenure of 5 years based on the recommendations of the AuditCommittee and the same is subject to the approval of the Members of the Company.

The necessary resolutions for re-appointment of M/s. S.R. Batliboi & Associates LLPform part of the Notice convening the ensuing AGM scheduled to be held on Wednesday June29 2022.

The statutory auditor's report for FY 2021-22 does not contain any qualificationsreservations adverse remarks or disclaimer.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed a practisingcompany secretary Mr. U. C. Shukla (FCS No. 2727/CP No. 1654) to undertake theCompany's secretarial audit.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March31 2022 is attached to this report. The Secretarial Audit Report contains the followingobservation: "During the year under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned abovesubject to the following observations:

The Company has complied with the requirements of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Companies Act 2013 except for thefollowing:

i. From May 10 2021 to December 2 2021 the total strength of the Board was below thelimit of six directors as prescribed under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

ii. The composition of the Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee was not as per the requirements of the SEBI (ListingRegulations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013from May 10 2021 to July 20 2021.

iii. The composition of the Corporate Social Responsibility Committee was not as perthe requirements of the Companies Act 2013 from May 10 2021 to July 20 2021.

iv. The composition of the Risk Management Committee was not as per the requirements ofthe SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015 from May 102021 to July 20 2021.

Board's Comment

In view of the Government of India having sold-off its entire stake in the Company thetwo nominees of the Government of India on the Board of Directors of the Company viz. Dr.Rajesh Sharma and Dr. Maruthi Prasad Tangirala tendered their resignations on May 102021. This resulted in the total number of directors of the Company being reduced to 4.Furthermore the second term of office of Dr. Uday B Desai an Independent Director on theBoard of the Company ended on June 5 2021 thereby reducing the strength of the Board ofDirectors to 3. With their cessation as directors of the Company Dr. Sharma Dr.Tangirala and Dr. Desai also ceased to be members of various committees of the Board.Hence the composition of the Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee was not as per the requirements of the SEBI (ListingRegulations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013 upto July 20 2021. Further the composition of the Corporate Social ResponsibilityCommittee was not as per the requirements of the Companies Act 2013 and the compositionof the Risk Management Committee was not as per the requirements of the SEBI (ListingRegulations and Disclosure Requirements) Regulations 2015 up to July 20 2021.

The Company was in the process of identifying suitable directors to be appointed inplace of the outgoing directors and had accordingly made an application to SEBI underRegulation 102(8) of the SEBI Listing Regulations seeking relaxation from strictenforcement of regulations pertaining to minimum number of directors and constitution ofcommittees. All appointments to directorship positions in the Company are subject toreceipt of clearance of the Ministry of Information and Broadcasting ('MIB') under thePolicy Guidelines for Uplinking of Television Channels from India dated December 5 2011applicable to the Company. The NRC after careful evaluation identified suitablecandidates for appointment to the Board and applications to the MIB were made by theCompany immediately upon identification of each incumbent by the NRC.

On receipt of relevant approvals from the MIB and in accordance with therecommendation of the NRC the Board of Directors of the Company effected the followingappointments:

i. Appointment of Mr. Krishnakumar Natarajan as Additional Director (Independent) witheffect from July 15 2021;

ii. Appointment of Mr. Ashok Sinha as Additional Director (Independent) with effectfrom October 8 2021;

iii. Appointment of Mr. N. Ganapathy Subramaniam as Additional Director (Non-ExecutiveNonIndependent) with effect from December 2 2021.

Thereafter with effect from December 2 2021 the composition of the Board was incompliance with the requirement of having minimum number of six directors as stipulatedunder the SEBI Listing Regulations.

Further vide its resolution dated July 20 2021 the Board reconstituted all itscommittees to make them compliant with the relevant requirements of the Act and/or theSEBI Listing Regulations as applicable.

Cost Auditor

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules2014 the Company is required to prepare maintain as well as have the audit of its costrecords conducted by a Cost Accountant and accordingly it has made and maintained suchcost accounts and records. The Board on the recommendation of the Audit Committee hasappointed Ms. Ketki D. Visariya Cost Accountant (Firm Registration No. 102266) as theCost Auditor of the Company for FY 2022-23 under Section 148 and all other applicableprovisions of the Act. Ms. Visariya has confirmed that she is free from disqualificationspecified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) ofthe Act and that the appointment meets the requirements of Section 141(3) (g) of the Act.She has further confirmed her independent status and an arm's length relationship with theCompany.

The remuneration payable to the Cost Auditor is required to be placed before theMembers in a General Meeting for their ratification. Accordingly a resolution for seekingMembers' ratification for the remuneration payable to Ms. Visariya is included in theNotice convening the AGM.

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee formonitoring and reviewing the risk management plan and ensuring its effectiveness. TheAudit Committee has additional oversight in the area of financial risks and controls. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuous basis.

The development and implementation of risk management policy has been covered in theManagement Discussion and Analysis which forms part of this report.

Particulars of Loans Guarantees or Investments under Section 186

Your Company falls within the scope of a company providing infrastructural facilitiesunder Schedule VI of the Act. Accordingly the Company is exempt from the provisions ofSection 186 of the Act with regards to Loans Guarantees and Investments.

Related Party Transactions

In line with the requirements of the Act and the Listing Regulations the Company hasformulated a Policy on Related Party Transactions and the same can be accessed on theCompany's website at www.tatacommunications. com/investors/governance/.

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 betweenthe Company and the directors the management the subsidiaries or the relatives exceptfor those disclosed in the financial statements. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) of the Act and Regulation23 of the Listing Regulations along with the justification for entering into such acontract or arrangement in Form AOC-2 does not form part of the Directors' Report.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility ('CSR') policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure I of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014 including any statutorymodifications/amendments thereto for the time being in force. For other details regardingthe CSR Committee please refer to the Corporate Governance Report which is a part ofthis report. The CSR Policy is also available on the Company's website atwww.tatacommunications.com/investors/governance.

Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunderincluding any statutory modifications/amendments thereto for the time being in force theannual return for FY 2021-22 is available onwww.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 theemployees of the Company and percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer and Company Secretary for the financial year2021-22:

Non-Executive Directors Ratio to median remuneration * % increase in remuneration in the financial year
Non-Executive Directors
Ms. Renuka Ramnath 7.70 15
Mr. Srinath Narasimhan 4.62 20
Dr. Uday B. Desai NA NA
Dr. Rajesh Sharma1 - NA
Dr. Maruthi Prasad Tangirala1 - NA
Mr. Krishnakumar Natarajan2 NA NA
Mr. AshoK Sinha2 NA NA
Mr. N. Ganpathy Subramaniam2 NA NA
Executive Directors
Mr. A. S. Lakshminarayanan 49.17 10
Chief Financial Officer
Mr. Kabir Ahmed Shakir - 7
Company Secretary
Mr. Zubin Adil Patel - NA

'While calculating the ratio for non-executive directors both commission and sittingfees paid have been taken.

1 The Government directors had informed the Company that they shall not accept anysitting fees and commission as their directorships are considered to be part of theirofficial duty.

2 Since the remuneration is only for part of the year the ratio of their remunerationto median remuneration and percentage increase in remuneration is not comparable and hencenot stated.

b. The percentage increase in the median remuneration of employees in the financialyear: 12.9%

c. The number of permanent employees on the rolls of Company: 6087 employees as onMarch 31 2022

d. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

During the course of the year the total average increase was approximately 14.5% foremployees based in India after accounting for promotions and other event-basedcompensation revisions. The increase in the managerial remuneration for the year was17.3%.

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 theCompany.

f. The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Act read withRule 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. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection. Any Memberinterested in obtaining a copy of the same may write to the Company Secretary atinvestor.relations@tatacommunications.com.

Disclosure Requirements

As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formspart of this report.

As per Regulation 34 of the SEBI Listing Regulations a Business Responsibility Reportis attached and is a part of this Annual Report.

As per Regulation 43A of the SEBI Listing Regulations the Dividend Distribution Policyis disclosed in the Corporate Governance Report and is uploaded on the Company's websiteat www.tatacommunications.com/ investors/governance/.

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.

Deposits from the Public

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo

The Company being in the telecommunications business there is no material informationon technology absorption to be furnished. The Company continues to adopt and use thelatest technologies to improve the efficiency and effectiveness of its businessoperations.

Energy Conservation

The details pertaining to energy conservation initiatives of the Company are asfollows:

(i) The steps taken or impact on conservation of energy The Company has identified 125 energy-saving opportunities during FY 2021-22. These involved 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 usage of loT. We completed 91 out of 125 projects which resulted in energy savings of 5.57 million KWH and energy cost savings of H4.82 crores.
(ii) The steps taken by the company for utilising alternate sources of energy. We have consumed 173 million KWH of energy during FY 2021-22 procured from the national grid. Almost 22 million units (

13%) out of 173 million units consumed were produced from solar and wind energy.

(iii) The capital investment on energy conservation equipment We completed 91 opportunities out of 125 projects with a capital investment of

H8.2 crores.

Our Facility Infrastructure Management teams identified 125 energysaving opportunities involving projects on EB Utilisation Electric Load Reduction Heating Ventilation and Air Conditioning ('HVAC') PUE Enhancement Transformer and Load optimisation Switched-Mode Power Supply ('SMPS') and Uninterruptible Power Supply ('UPS') efficiency enhancement/optimisation and consolidation smart lighting (conversion of conventional lighting into LED) etc. A detailed break-up of the amount invested is below:
Row Labels Amount of investment (Rs)
EB utilisation 4325500
Electric load reduction -
HVAC efficiency enhancement/ optimisation and consolidation 52704183
Power factor improvement 27537
PUE Enhancement 6661476
Smart Lighting 1238010
SMPS efficiency enhancement / optimisation and consolidation 7850000
Transformer and LT load optimisation 1891260
UPS efficiency enhancement /optimisation and consolidation 6374367
Grand Total 81072333

Foreign exchange earnings and outgo

For the purpose of Form 'C' under the Companies (Accounts) Rules 2014 foreign exchangeearnings were equivalent to H684.37 crores and foreign exchange outgo was equivalent toH876.53 crores.

Human resources

At Tata Communications we have a highly distributed multicultural workforcerepresenting more than 50 nationalities dedicated to drive meaningful change for ourcustomers. Our structured approach towards Diversity and Inclusion is reflected in ourstrategic business imperative - "Winning Mix" which categorically states ourcommitment towards creating a workplace culture that is diverse and drives organisationalsuccess and innovation. The program is focused towards nurturing a diverse workforce toensure each employee's full and effective participation along with equal opportunities forleadership at all levels of decision-making. The diversity policy is based on the pillarsof an inclusive culture diversity talent pool and talent management.

We consider our employees to be top priority for us and have launched a number ofinitiatives in FY 202122 to attract and retain talent including attractive compensationand bonus plans flexibility in work location capability development upskillingopportunities training and certifications etc.

You can read more about our employee engagement and development programmes in the'Human Capital' section of the Integrated Report.

Disclosures pertaining to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Tata Communications has zero tolerance for sexual harassment and has adopted a charteron prevention prohibition and redressal of sexual harassment in line with the provisionsof 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 InternalComplaints Committee.

During the financial year 2021-22 the Company did not receive any sexual harassmentcomplaint.

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 ofthis report which have a material impact on the financials of the Company.

Rated Secured Listed Redeemable Non-Convertible Debentures

On April 20 2020 the Company by way of private placement issued and allotted 5250(Five Thousand Two Hundred and Fifty only) Rated Secured Listed RedeemableNon-Convertible Debentures ('NCDs') at a nominal value of H1000000 (Indian Rupees TenLakhs only) each aggregating up to H5250000000 (Indian Rupees Five Hundred and TwentyFive Crores only). The NCDs were rated AA+ by CARE Ratings Limited. The NCDs are listed onthe Wholesale Debt Segment of the National Stock Exchange of India Limited.

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

Acknowledgment

The Directors thank the Company's employees customers vendors investors and partnersfor their continuous support.

The Directors also thank the Government of India Governments of various states inIndia Governments of various countries and concerned Government departments and agenciesfor their co-operation.

The directors are also grateful to Tata Communications' other stakeholders and partnersincluding our shareholders promoters bankers and others for their continued support.

The directors appreciate and value the contributions made by all our employees andtheir families for making the Company what it is.

On behalf of the Board of Directors
Renuka Ramnath
Chairperson
DIN: 00147182
Dated: April 21 2022
Registered Office:
VSB Mahatma Gandhi Road Fort
Mumbai - 400 001

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