Your Directors present 27th Annual Report on the business and operations ofTata Teleservices (Maharashtra) Limited (TTML/ the Company)together with the audited financial statements for the financial year ended March 31 2022and other accompanying reports notes and certificates.
TTML holds a Unified Licences (UL) - with Access Service Authorization in Mumbai andMaharashtra License Service Area (LSA) i.e. Maharashtra and Goa states as well asInternet Service Provider Category A i.e. national authorisation. The Company is one ofthe countrys leading enablers of digital connectivity and communication solutionsfor businesses. The Company focuses on providing various wireline voice data Cloud &SaaS solutions to enterprise customers. Our voice data Cloud & SaaS solutions serveto bind and connect the business ecosystem. The Company offers its services under thebrand name Tata Tele Business Services (TTBS) with focus on the SME sector. We continue toenhance our product portfolio ranging from digital connectivity value-added connectivityas well as Cloud & SaaS solutions.
To ensure uninterrupted flow of business communication anytime anywhere we launchedSmartflo an ultra-flexible and advanced cloud communication suite. Smartflo allowsemployees working in office or remotely access to centralised resources in a securemanner. We have partnered with Microsoft and Zoom Communications to bring to marketbest-in-class uni_ed communication collaboration and productivity suite of solutions.
We launched Smart Internet Leased Line which offers a bundle of ILL with cloud-basedsecurity and DIY interface. It empowers businesses with not only reliable enterprise-gradeconnectivity but also provides usage visibility usage control cloud-based security andapplication maintenance. To enable flexibility and agility in traditional networks weintroduced SD-WAN iFLX an intelligent secure and flexible network management solution.SD-WAN iFLX brings superior intelligence and flexibility to enterprise networks therebymaking them agile. To address the emerging needs of security as businesses work in adistributed environment we have built a comprehensive security portfolio comprising ofemail security endpoint security web security virtual firewall and multifactorauthentication. In our journey to becoming the countrys leading digital solutionsprovider we will continue our endeavour to strengthen our product and solutions portfolioby introducing new and relevant products and solutions.
The Company adopted Indian Accounting Standards (Ind AS) from April 12016 with transition date from April 1 2015. Accordingly the financial reports forcurrent financial year 2021-2022 and previous financial year 2020-2021 have been preparedas per Ind AS reporting framework.
The financial highlights of the Company for the year ended March 31 2022 are asfollows:
|Particulars ||2021-2022 ||2020-2021 |
|Total Revenue ||1105 ||1055 |
|Expenditure ||626 ||555 |
|Earnings before Interest Depreciation Tax and Amortisation (EBITDA) ||479 ||500 |
|Finance & Treasury charges including exchange impact (net) ||1534 ||1548 |
|Depreciation/Amortisation ||160 ||169 |
|Profit/(Loss) Before Exceptional Items and Tax ||(1215) ||(1217) |
|Exceptional Items ||- ||(780) |
|Profit/(Loss) After Tax ||(1215) ||(1997) |
DIVIDEND AND APPROPRIATIONS
In view of the accumulated losses and loss during the financial year 2021-2022 theDirectors regret their inability to recommend any dividend for the year under review. Noappropriations are proposed to be made for the year under review.
As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) the Dividend Distribution Policy is disclosed in the CorporateGovernance Report and is uploaded on the Companys website athttps://www.tatatelebusiness.com/policies/
Customer Centric Initiatives
To enhance customer experience we have undertaken the below mentioned digitalinitiatives:
We enhanced our self-care app iManage which enables customers toraise tickets make payments fetch account information monitor live tra_c for MPLS andILL usage know their service manager and much more supported by a live chat module.
We have built an auto-ticket raising system eNXT with smart E-mailclient which has led to reduction of ticket generation time by over 90%.
We have enabled seamless digital onboarding of customers for non-telecomproducts orders with minimal documentation thereby ensuring faster processing andactivation.
As the countrys leading enabler of digital connectivity and communicationsolutions we provide digital solutions to businesses of all sizes - small medium as wellas large. Our products and solutions now go beyond the purview of connectivity intooffering one-stop-shop ICT solutions to simplify the life of our customers.
We offer one of the largest portfolios of ICT solutions for businesses in India withan unwavering focus on customer centricity and innovation. We bring the best technologyand solutions so that businesses can improve processes reach customers more effectivelymanage their workforce more efficiently and Do Big. This year we launched a variety ofvalue-added connectivity as well as Cloud & SaaS solutions. We continue to strengthenour portfolio with new partnerships and continuous enhancement of our existing products.
Smartflo - An ultra-flexible and advanced cloud communication suite
Smartflo is an anytime anywhere flexible suite of advanced cloud communicationsolutions for enterprises. It has been innovatively designed to support the new hybridwork culture. It allows uninterrupted connectivity between all stakeholders internallywithin employees and externally with customers and vendors across platforms and touchpoints.
Smart Internet Leased Line - ILL bundled with cloud-based security and DIY interface
Businesses need robust seamless and secure connectivity to communicate and transactover the internet. As businesses across the world scale up their online presence manycontinue to opt for the traditional Internet Leased Line (ILL) services for theirconnectivity needs which leaves the business owner to contend with problems such as usagevisibility usage control security application maintenance among others. Our SmartInternet Leased Line solution steps in to help businesses get robust connectivitysecurity manageability and clear visibility of their users and network.
EZ Cloud Connect - All-in-one hassle-free and easy solution to connect to the cloud
EZ Cloud Connect is a bundled solution that ensures secure connectivity across youroffices preferred data centres and cloud port thereby eliminating multiple interactions.It comes with DLC/NPLC Connectivity X-Connect and a Cloud Port access that will beconfigured according to the cloud service providers of choice.
SD-WAN iFLX - Intelligent secure and flexible network management solution
Being fast and flexible is at the foundation of all digital and network transformationinitiatives today. SD-WAN iFLX brings superior intelligence and flexibility to enterprisenetworks thereby making them agile. The solution enables best use of available last mileresources and delivers an optimised customer experience. Powered by Fortinet our SD-WANiFLX solution provides operational simplicity visibility and integrated security.
Microsoft 365: Suite of Productivity Solutions
Tata Tele Business Services has partnered with Microsoft to offer the completeMicrosoft 365 suite of productivity solutions. Microsoft 365 empowers the workforce towork whenever and wherever it is most convenient for them. This flexibility helps boostproductivity foster collaboration and business agility to meet the challenges of thedigital workplace.
Zoom Communications: High Quality Uni_ed Communication Solutions
Our deep understanding of customer needs led to our partnership with Zoomcommunications enabling us to provide businesses with highly unified communicationsolutions. You can now connect engage and collaborate across all your devices with easeand convenience.
DIGITAL ENGAGEMENT INITIATIVES
In order to continue and deepen our engagement with customers digitally the Companyscaled up its digital properties like Digital Do Big Forum and DigitalDo Big Conclaves. Also to get industry leading views the Company continued withDo Big CXO Roundtable where it reached out to Industry Leaders to understandtheir perspective on business and their digital transformation. The CompanysDo Big Forum & Do Big Conclave formats have received immenseappreciation from customers.
NEW REVAMPED WEBSITE
We revamped and refreshed our website with the aim of providing a world-classexperience to our customers enabling a distinct smooth and frictionless journey on ourwebsite. We aim to offer our customers an immersive experience easy navigation discoveryand interactivity.
We-Connect - A new intranet portal
In the new normal to ensure anytime anywhere access we launched our new intranetportal - We-Connect. It is now integrated with Microsoft Teams and is accessible onlaptops as well as smartphones.
It provides seamless access to:
Information about the organisations policies processes links toimportant systems and applications.
Key announcements and updates upcoming events and media coverage.
Employee engagement celebrations group discussions and more.
Encore - Employee Recognition Program
We have launched an all-new digital integrated Rewards and Recognition (R&R)platform - Encore. This links R&R to our organisations values of FasterSimpler Closer.
Promotes instant and continuous recognition
Fuels inspiration to Do Big
Upskilling Program for Employees
In order to ensure continuous up-skilling of our employees we initiated new learningprograms through partnerships with leading traditional and digital learning platforms.This is in continuation of our initiatives for digital transformation inlearning to promote the building of new skills as well as sharpening existing ones.This will aid in:
Strengthening a digital-oriented customer-centric culture
Enhancing our market position
Improving employee satisfaction
Numerous webinars and health talks are being conducted in partnership with 1to1 Helpunder our flagship Employee Assistance Program SABAL. These are aimed at supportingthe professional as well as personal wellbeing of our employees. It helps them to:
Stay educated about physical and mental health concerns
Remain informed about ways to cope with such issues
Seek professional counselling which is completely confidential
Pursuant to the provisions of the Companies Act 2013 (the Act) TataTeleservices Limited (TTSL) and Tata Sons Private Limited are the holdingcompanies of your Company.
Pursuant to Section 47(2) of the Act since October 17 2018 TTSL has become entitledto additional voting rights of 26.26% in respect of the Redeemable Preference Shares (RPS)of _ 100/- each held in the Company. Accordingly TTSL has total 74.56% voting rights inthe Company in respect of Equity Shares and RPS of the Company held by it. The RPS areNon-convertible.
SUBSIDIARY AND ASSOCIATE COMPANY
The Company does not have any subsidiary or associate company within the meaning ofrelevant provisions of the Act.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and external consultant(s) including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Companys internal financial controls were adequate andeffective during the financial year 2021-2022. Accordingly pursuant to the provisions ofSection 134(5) of the Act your Directors to the best of their knowledge and belief andaccording to information and explanation obtained by them confirm that:
1. in the preparation of the annual financial statements for the year ended March 312022 the applicable accounting standards have been followed and there are no materialdepartures;
2. 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 ended March 312022 and of the loss of the Company for that period;
3. 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;
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 andthat such internal financial controls are adequate and are operating effectively;
6. they have devised systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
CORPORATE STRUCTURE _ DIRECTORS AND KEY MANAGERIAL PERSONNEL
BOARD OF DIRECTORS MEETINGS AND ITS COMMITTEES
As on March 31 2022 the Board of Directors comprised of 6 (Six) Non-ExecutiveDirectors. The Non-Executive Directors include 3 (Three) Independent Directors (includinga Woman Director). The composition of the Board is in conformity with the provisions ofthe Act and Regulation 17 of the Listing Regulations.
Further all the Directors and senior management personnel of the Company have affirmedcompliance with the Code of Conduct for the financial year 2021-2022 and the declarationin this respect appears elsewhere in the Annual Report.
DIRECTORS RETIRING BY ROTATION
In accordance with the relevant provisions of the Act and in terms of the Articles ofAssociation of the Company Mr. Ankur Verma retires by rotation at the ensuing AGM andbeing eligible offers himself for re-appointment. The relevant details of Mr. Ankur Vermaforms part of the Notice convening 27th AGM.
All the Independent Directors of the Company have given declarations and confirmed thatthey meet the criteria of Independence as stipulated under the Act and theListing Regulations.
MEETINGS OF THE BOARD OF DIRECTORS
The details of composition of the Board meetings of the Board held and attendance ofthe Directors at such meetings are provided in the Corporate Governance Report which is apart of this Report. The details pertaining to the composition of all the Committees ofthe Board its terms of reference meetings etc. are included in the Corporate GovernanceReport which is a part of this Report. During the year under review the Boardre-constituted some of the Committees in accordance with the Act and the ListingRegulations. Details of all the Committees along with their terms of referencecomposition and meetings of each Committee held during the year under review are providedin the Corporate Governance Report forming part of this Report.
The Board of Directors carried out an annual evaluation of its own performanceperformance of Board Committees and individual Directors pursuant to the provisions of theAct and the Listing Regulations.
The performance of the Board the Committees and individual Directors was evaluated bythe Board after seeking inputs from all the Directors through a questionnaire wherein theDirectors evaluated the performance on scale of one to five based on the followingcriteria: a. Criteria for Board Performance Evaluation: Degree of fulfilment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to Committees effectiveness of Board processes information andfunctioning Board Culture and Dynamics Quality of relationship between the Board and theManagement.
b. Criteria for Committee Performance Evaluation: Degree of fulfilment of keyresponsibilities Adequacy of Committee Composition Effectiveness of meetings committeedynamics Quality of Relationship of the Committee with the Board and the management. c.Criteria for Performance Evaluation of Individual Directors: Fulfilment of theindependence criteria as specified in the Listing Regulations and their independence fromthe Management Attendance Contribution at meetings guidance Support to Managementoutside Board/ Committee meetings.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017. Dr. Narendra DamodarJadhav Chairman of the Nomination and Remuneration Committee (NRC) wasnominated for conducting one-on-one discussions with the Directors to seek their feedbackon the Board and other Directors. The NRC also reviewed the performance of the individualDirectors. In a separate meeting of Independent Directors performance of Non-IndependentDirectors and performance of the Board as a whole was evaluated taking into account theviews of the Non-Executive Directors. The Board and the NRC 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 theBoard meeting that followed the meeting of the Independent Directors and meeting of NRCthe performance of the Board its Committees and individual Directors was also discussed.Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.
The Company has a well-defined and practiced Employee Safety and Well-being Policy. TheCompanys Safety Policy comprises guidelines and standardised practices based onrobust processes. It advocates proactively improving its management systems to minimisehealth and safety hazards thereby ensuring compliance in all operational activities. Tominimise and mitigate risks related to Fire Safety and Physical Security the Company hastaken up various safety initiatives that include:
"First Aid and Fire Safety Web based Trainings (WBT) for all on-rollemployees."
Presentation-based awareness sessions to off roll employees.
Safety Webcast with Emergency Rescue Team (ERT) Members and Safety Marshals.
Safety Awareness Sessions with employees through Senior Leadership team.
Physical audit of offices through in-house team & core MSC locations throughExternal agency JLL.
Emergency Mock fire drills (day/night).
Dissemination of Safety Guidelines through Safety Awareness Drives mailersSafety SMSs (covering Dos & Donts).
COVID SoP has been formalised and deployed across TTL locations.
E-modules on electrical safety warehouse safety & building and officeevacuation completed by specific set of employees. These modules are part of our bestpractice replication from Tata Group.
POLICIES AND PROCEDURES
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Policy of the Company on Directors appointment including criteria fordetermining qualifications positive attributes independence of a Director and the Policyon remuneration of Directors Key Managerial Personnel and other employees are annexed as Annexure IA and Annexure - IB to this Report.
Pursuant to Regulation 21 of Listing Regulations the Board of Directors of the Companyhas constituted a Risk Management Committee on April 26 2021 to frame implement andmonitor the risk management plan for the Company. The Committee comprises of twoIndependent Directors and one Non-Executive Non-Independent Director. The scope of RiskManagement Committee includes monitoring and reviewing the risk management plan andensuring its effectiveness. The Audit Committee will have additional oversight in the areaof financial risks and controls. The major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.The development and implementation of risk management framework which ensures that theCompany is able to carry out identification of elements of risks if any which in theopinion of the Board may threaten the existence of the Company has been covered in theManagement Discussion and Analysis which forms part of this Report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has established and maintained adequate internal financial controls withrespect to financial statements. Such controls have been designed to provide reasonableassurance with regard to providing reliable financial and operational information. Duringthe year under review such controls were operating effectively and no material weaknesseswere observed.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism in the form of Whistle Blower Policy fordirectors employees and other stakeholders of the Company to report their genuineconcerns about unethical behaviour actual or suspected fraud or violation of theCompanys Code of Conduct or ethics policy details of which are provided in theCorporate Governance Report which forms part of his report. The policy provides foradequate safeguards against victimisation of directors/employees who avail of themechanism and also provides for direct access to the Chairperson of the Audit Committee.The Whistle Blower Policy has been placed on the website of the Company athttps://www.tatatelebusiness.com/whistle-blower-policy/
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR)Committee in accordance with Section 135 of the Act. The composition of CSR Committee thedetails of CSR Policy and initiatives taken by the Company on CSR activities during theyear under review have been provided in the Annexure II to this Report. Forother details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this Report. The CSR policy of the Company is available athttps://www.tatatelebusiness.com/ policies/ Effective January 22 2021 there has been anamendment in the Act wherein it was stated that if the amount to be spent by a company onCSR under Section 135(5) of the Act does not exceed fifty lakh rupees the requirementunder Section 135(1) of the Act for constitution of the CSR Committee shall not beapplicable and the functions of such Committee provided under Section 135 shall in suchcases be discharged by the Board of Directors of such company. Accordingly CSR Committeewas dissolved with effect from December 19 2021.
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 theCompanys website at https://www.tatatelebusiness.com/policies/ During the year underreview all transactions entered into with related parties were approved by the AuditCommittee.
Further the Company has taken a prior approval of the Members for all materialtransactions/proposed transactions entered/to be entered into between the Company andTTSL related party for an aggregate value of _ 200 Crores (Rupees Two Hundred CroresOnly) per annum and the Company and Tata Communications Limited related party for anaggregate value of _ 235 Crores (Rupees Two Hundred Thirty-Five Crores) per annum for thefinancial year 2021-2022 financial year 2022-2023 and financial year 2023-2024 has beenobtained. The details of transactions with related party as per Form AOC-2 are provided inAnnexure III to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company falls within the scope of the definition infrastructure companyas provided by the Act. Accordingly the Company is exempt from the provisions of Section186 of the Act with regards to loans made guarantees given or security provided by theCompany.
The Company has not made any investment in securities of other Bodies Corporate duringthe year under review.
The Company has not accepted any deposits from public during the year under reviewwithin the meaning of Section 73 of the Act read with the Companies (Acceptance ofDeposit) Rules 2014. No amount on account of principal or interest on deposits frompublic was outstanding as on the date of the balance sheet.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2018
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention andredressal of complaints of sexual harassment at workplace. The objective of this policy isto lay clear guidelines and provide right direction in case of any reported incidence ofsexual harassment across the Companys offices and take appropriate decision inresolving such issues. Further the Company has complied with provisions relating to theconstitution of Internal Complaints Committee as required under the said act.
Web Based Training (WBT) on TCoC has been rolled and completed by on roll- employees.During the year under review the Company did not receive any complaints on sexualharassment.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING IF ANY UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016
During the year under review no application has been made nor is any applicationpending by/against the Company under the Insolvency and Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS
During the year under review there was no instance of onetime settlement with anyBank/Financial Institution. Hence the disclosure relating to difference between amount ofthe valuation done at the time of one time settlement and the valuation done while takingloan from the Banks/Financial Institutions is not applicable to the Company.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure IV to this report.
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. Pursuant to Section 136(1) ofthe Act this Report is being sent to the Members of the Company excluding the aforesaidinformation. However copy of this statement may be obtained by the Members by writing tothe Company Secretary at firstname.lastname@example.org.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts)Rules 2014 the details of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo are as under:
A. Conservation of Energy:
i. Steps Taken or Impact on Conservation of Energy: a. Electricity and DieselGenerators are used for the powering of the Companys telephone exchanges and othernetwork infrastructure equipment. The Company regularly reviews power consumption patternsacross its network and has implemented various innovative projects including greeninitiatives in order to optimise power consumption which resulted into substantive costsavings and reduction of carbon foot print. Some of the major projects undertaken duringthe year are:
Network Optimisation 164 Tx locations switched off post Networkoptimisation.
44 TTML own POP locations Space and Power optimisation
Total space surrendered Total 0.07 L Sq. ft. b. The initiative on energyconservation has resulted into reduction of 0.30 Million units of energy consumptionmonthly and carbon foot-print reduction of 3114 TCO2 for the financial year 2021-2022.
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 Equipments: Nil.
B. Technology Absorption: The Company has not imported any new technology.
C. Foreign Exchange Earnings and Outgo:
|Particulars ||2021-2022 ||2020-2021 |
|Earnings ||0.00 ||0.00 |
|Outgo ||1.55 ||0.30 |
|Capital Goods ||45.00 ||47.92 |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATION IN FUTURE
The Honble Supreme Court (SC) pronounced its Judgement onOctober 24 2019 (Judgement) dismissing the appeals of operators and allowingDepartment of Telecommunications (DoT) appeal in respect of the definition of GrossRevenue (GR) and Adjusted Gross Revenue (AGR) as defined in theUnified Access Service License Agreement.
As on March 31 2020 TTML had provided _ 2423.37 Crores towards LF SUCinterest penalty and interest on penalty as applicable arising out of the above SCjudgement read with subsequent orders in this matter.
Subsequently on July 20 2020 SC passed an order agreeing with the statementrelating to recoverable amount filed by DoT as part of modification application andfurther ordered that there cannot be any re-assessment or recalculation of this amount.
On September 1 2020 SC directed the Operators to pay 10% of the total dues asdemanded by DoT by March 31 2021 and the balance in installments commencing April 12021 upto March 31 2031 payable by 31st March of every year. As directed bythe SC TTML has furnished on September 28 2020 an undertaking to DoT to make the paymentof arrears as per the SC order. TTML has made payment of _ 639.39 Crores and will ensureongoing compliance with the SC orders.
Consequently without prejudice and on prudence during the half year endedSeptember 30 2020 TTML has recorded an incremental provision of _ 827.28 Crores to giveeffect to the differential amount between the amounts of AGR dues stated as final in theSC order as well as amounts for subsequent period if any and the provision upto March 312020. During the quarter ended March 31 2021 TTML has continued to recognise interest onAGR obligations. The amount has been recorded in compliance with the accounting standardsstrictly without prejudice to TTMLs legal rights claims remedies and contentionsavailable under law.
TTML along with TTSL on January 10 2021 filed a joint application fordirection/clarification of order dated September 1 2020 wherein TTML & TTSL inter-alia have requested SC to allow TTML & TTSL to seek rectification of computationalerrors and erroneous disallowances in the amounts claimed by DoT.
On March 27 2021 TTML along with TTSL have filed Compliance Affidavit beforeSC.
On April 6 2021 TTML and TTSL have also filed before SC the respectiveundertakings which were submitted to DoT in terms of SC order dated September 1 2020.
DoT has filed its Affidavit in compliance of the Order dated September 1 2020on April 7 2021.
Subsequently vide orders dated July 23 2021 the said application forrectification of computational errors and erroneous disallowances was dismissed asmisconceived by Supreme Court.
On August 22 2021 TTML along with TTSL filed Review Petition vide RP(C) No.1022/2021 against the SC orders dated July 23 2021. The Review Petition is yet to belisted.
On September 15 2021 Union Cabinet approved Moratorium/ Deferment of upto fouryears on Annual payments of dues as per AGR Judgment and on dues related to payment ofSpectrum in past auctions to provide relief by easing liquidity and cash flow for all theTSPs. DoT vide its letter dated October 14 2021 gave an option to TTSL and TTML for themoratorium of AGR related dues and for conversion of interest amount into equity. OnOctober 29 2021 TTL opted for the four-year moratorium on the AGR related dues and onFebruary 1 2022 TTL conveyed that it is not agreeable to the conversion of interest intoequity and is willing to pay the interest along with the AGR dues on the due dates as perthe terms of the moratorium.
TTML and TTSL have filed their A_davit in compliance of the Honble SCOrder dated September 1 2020 on April 6 2022.
Further details of the provisions made are given in the Notes to accounts. Whilethere are other critical litigations including litigations relating to various demandsmade by DoT except the AGR issue there are no material orders passed as of date by theRegulators/Courts or the Company has interim protection from courts against enforcement ofsuch demands or notices which would impact the going concern status of the Company andits future operations. However there is always a chance that any order passed in criticallitigations in future may have an impact on the going concern or future operations of theCompany.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act the Annual Return ason March 31 2022 is available on the Companys website onhttps://www.tatatelebusiness.com/ttml-annual-return/
The list of all credit ratings obtained by the Company along with any revisions theretoduring the year under review for all debt instruments are given hereunder:
| || |
|Rating Agency ||Long Term Rating ||Short Term Rating ||Commercial Papers |
|CRISIL ||AA- (Stable) ||A1+ ||A1+ |
|CARE ||AA- (Stable) ||A1+ ||A1+ |
Long term credit rating by CARE Ratings Limited (CARE) has been upgraded from A+ to AA-in the current year.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND _IEPF_
Pursuant to Sections 124 and 125 of the Act read with the IEPF (Accounting AuditTransfer and Refund) Rules 2016 (IEPF Rules) all unclaimed/unpaid dividendapplication money debenture interest and interest on deposits as well as principal amountof debentures and deposits sale proceeds of fractional shares redemption amount ofpreference shares etc. pertaining to the Company remaining unpaid or unclaimed for aperiod of seven years from the date they became due for payment have to be transferred tothe IEPF Authority established by the Central Government.
The Company transferred _ 298149/- to the IEPF during the year under review. TheMembers are requested to submit his/her claim with the IEPF Authority by submitting anonline application in the prescribed web-Form IEPF-5 available on the websitewww.iepf.gov.in and sending a physical copy of the same duly signed to the Company alongwith requisite documents enumerated in the web-Form IEPF-5. No claims shall lie againstthe Company in respect of the amounts so transferred.
Price Waterhouse Chartered Accountants LLP (PwC) having Firm RegistrationNo. 012754N/N500016 the present statutory auditors retire at the conclusion of theensuing AGM. Pursuant to Section 139 of the Act the Company shall appoint/re-appointStatutory Auditors firm for 2 consecutive terms of 5 years each. PwC have been StatutoryAuditors of the Company for a term of five years and that the Company re-appoint PwC as astatutory auditors for a second term of five years at the ensuing AGM of the Company. TheBoard of Directors of the Company at its meeting held on April 26 2022 has recommendedthe appointment of PwC as the statutory auditors of the Company for a second term of fiveyears from the conclusion of ensuing 27th AGM till the conclusion of 32nd AGMto be held in the year 2027 subject to approval of the Members of the Company. PwC haveconfirmed their willingness and eligibility for appointment in accordance with Section 139read with Section 141 of the Act. Members are requested to consider the re-appointment ofPwC and authorise the Board of Directors to fix their remuneration.
Section 148 of the Act read with Companies (Cost Record and Audit) Rules 2014 (theRules) requires every Telecommunication company to get its Cost Recordsaudited by the Cost Accountants in practice and file the Cost Audit Report with theCentral Government within 180 days of closure of the financial year. Accordingly theCompany is required to maintain cost records.
The Board of Directors of your Company has on the recommendation of Audit Committeeapproved the reappointment and remuneration of M/s. Sanjay Gupta & Associates CostAccountants as Cost Auditors of the Company for conducting cost audit for the financialyear 2022-2023. A resolution seeking approval of the Members for ratifying theremuneration payable to the Cost Auditors for the financial year 2022-2023 is provided inthe Notice of the ensuing AGM.
The Board had appointed Ernst & Young LLP ANB Solutions Pvt. Ltd. and DeloitteHaskins & Sells LLP as Internal Auditors for conducting internal audit of the Companyfor the financial year 2021-2022.
SECRETARIAL AUDITORS SECRETARIAL AUDIT REPORT AND RESPONSE TO OBSERVATION INSECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Mehta & Mehta Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year ending March 31 2022. The Secretarial AuditReport in Form MR-3 is annexed as Annexure V to this Report.
The Secretarial Auditors in their Report have made the following observation: Asinformed by the Management of the Company due to COVID-19 pandemic the meetings of theAudit Committee and Board were held through video conference. Due to logistics of digitalsignatures and technical issues there was a delay in signatures and uploading processwhich led to delay in uploading the results to Stock Exchange(s) beyond 30 minutes withrespect to the disclosure of events (results) post meeting of the Board of Directors heldon August 10 2021 on BSE Limited; November 10 2021 and February 8 2022 on BSE Limitedand National Stock Exchange of India Limited as required under Regulation 30 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. There was no query from the stock exchanges.
Due to on-going pandemic situation of COVID-19 the Audit Committee and the BoardMeeting of the Company were held through audio-visual means on August 10 2021; November10 2021 and February 8 2022 for adoption of Financial Results. Post the meeting due totechnical issues there was a delay in the digital signatures by director and auditorssitting at different places and thereafter in the uploading process.
No communication was received from the Stock Exchanges.
AUDITORS OBSERVATIONS AND DIRECTORS
The Auditors Report for the financial year ended March 31 2022 does not containany qualification reservation adverse remark or disclaimer.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed report on Management Discussion and Analysis as required under theRegulation 34 of the Listing Regulations for the year under review is presented in aseparate section forming part of this Report.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance presented in a separate section forming part of thisReport. A certificate from Price Waterhouse Chartered Accountants LLP with regard tocompliance of conditions of corporate governance as specified in the Listing Regulationsby the Company is annexed hereto.
The Company has complied with mandatory requirements of Corporate Governance prescribedunder the Listing Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS
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 that such systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34 of the Listing Regulations a Business Responsibility Report isattached and is a part of this Report.
The Directors wish to place on record their sincere appreciation for the assistance andcontinuous support extended by the Companys employees & their familiesshareholders customers financial institutions banks vendors dealers and investors fortheir continued support. The Directors also thank the Department of Telecommunicationsthe Central and State Governments and others associated with the activities of the Companyfor their co-operation.
The Directors mourn the loss of lives due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their lives and safety to _ght thispandemic.
| ||For and on behalf of the Board of Directors |
| ||Ankur Verma ||Srinath Narasimhan |
|Place: Mumbai ||Director ||Director |
|Date: June 1 2022 ||DIN: 07972892 ||DIN: 00058133 |