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Tata Communications Ltd.

BSE: 500483 Sector: Telecom
BSE 00:00 | 24 Apr Tata Communications Ltd
NSE 05:30 | 01 Jan Tata Communications Ltd
OPEN 375.95
52-Week high 584.00
52-Week low 205.70
P/E 32.76
Mkt Cap.(Rs cr) 10,531
Buy Price 369.65
Buy Qty 11.00
Sell Price 369.50
Sell Qty 14.00
OPEN 375.95
CLOSE 372.10
52-Week high 584.00
52-Week low 205.70
P/E 32.76
Mkt Cap.(Rs cr) 10,531
Buy Price 369.65
Buy Qty 11.00
Sell Price 369.50
Sell Qty 14.00

Tata Communications Ltd. (TATACOMM) - Director Report

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Company director report

Dear Shareholders

The directors present the 32nd Annual Report and audited financial statements of TataCommunications Limited (the ‘Company') for the financial year ended March 31 2018.The Company along with its subsidiaries wherever required is referred as ‘we'‘us' ‘our' or ‘Tata Communications'.


(in crores)

FY 17-18 FY 16-17
Revenue from operations (consolidated basis) 16650.84 – 3.1% lower than the last year 17619.73
Revenue from operations (standalone basis) 5120.90 – 1% higher over the last year 5068.15
Profit for the year (standalone basis) 266.63 - 61.3% lower than last year 689.83

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

Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Continuing operations
Income from operations 5120.90 5068.15 16650.84 17619.73
Other income 454.66 (16.91) 380.51 360.29
Total revenue 5575.56 5051.24 17031.35 17980.02
Total expenses 4852.26 4670.22 16610.22 17446.79
Profit from ordinary activities before exceptional items tax and share of profit of
723.30 381.02 421.13 533.23
Exceptional items (234.23) 823.82 (375.52) (1063.33)
Profit / (Loss) before tax and share of profit of associate 489.07 1204.84 45.61 (530.10)
Tax expense / (benefit)
Current tax 304.85 602.50 409.16 270.30
Deferred tax (82.41) (87.49) (54.24) (33.92)
Profit / (Loss) for the period 266.63 689.83 (309.31) (766.48)
Share in profit of associates - - (16.30) 5.08
Profit / (Loss) for the period from continuing operations - - (325.61) (761.40)
Discontinued operations
Profit / (Loss) before tax from discontinued operations - - - 123.31
Gain on sale of business and subsidiaries (including impairment of goodwill) - - - 2420.51
Profit / (Loss) from discontinued operations (before tax) - - - 2543.82
Tax expense on discontinued operations - - - 546.96
Profit / (Loss) from discontinued operations after tax - - - 1996.86
Net Profit / (Loss) from total operations - - (325.61) 1235.46
Other Comprehensive Income (net of tax) (517.26) (188.02) (562.86) 864.75
Total Comprehensive Income / (Loss) (250.63) 501.81 (888.47) 2100.21

You can read more about the Company's performance in the Management Discussion andAnalysis (MDA) which forms part of this report.


The directors are pleased to recommend a dividend of 4.50 per share for the financialyear ended March 31 2018 subject to the approval of the shareholders at the ensuingannual general meeting. For comparison in FY 16-17 the Company paid a dividend of 6.00per share (Normal dividend of 4.50 per share of face value 10/- each plus a One-timespecial dividend

1.50 per share of face value 10/- each).

Transfer to reserves

On a standalone basis the Company does not propose to transfer any amount to thegeneral reserve out of the amount available for appropriation. The surplus balance in thestatement of profit and loss stood at 3172.34 crores as at March 31 2018.

Human resources

Tata Communications offers a dynamic work environment where our employees benefit fromworking with other innovators from around the globe – driving meaningful changetogether both for our customers and Tata Communications. We have a multiculturalworkforce representing more than 37 nationalities of which women constitute 21.4% of ouremployees. An ongoing gender diversity and inclusion initiative to raise this figure to atleast 30% across the business – ‘Winning Mix' – shows an upward curve sinceits inception in 2014. Tata Communications' compensation and employee benefit practicesare designed to be competitive in the respective geographies where we operate. Employeerelations continue to be harmonious at all our locations. The number of training persondays provided to employees increased by 19% over the previous year and stood at 69080 asat March 31 2018. Tata Communications has zero tolerance for sexual harassment and hasadopted a charter on prevention prohibition and redressal of sexual harassment in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the financial year 2017-18 the Companyreceived five sexual harassment complaints. As at March 31 2018 all complaints weredisposed of with appropriate action and no complaint remained pending. You can read moreabout our employee engagement and development programmes in the ‘People' section ofthe MDA.

Risk management

The Company's Board of Directors has formed a risk management committee to frameimplement review and monitor the Company's risk management plan ensuring itseffectiveness. The major risks identified across the business are systematically addressedand mitigated against on a continual basis. The details of the development andimplementation of the enterprise-wide risk management (ERM) framework are covered in theMDA.


Subsidiary companies

As on March 31 2018 the Company had 48 subsidiaries and five associate companies.There has been no material change in the nature of business of the subsidiaries andassociate companies. A statement in Form AOC-1 pursuant to the first proviso to Section129 of the Act read with rule 5 of the Companies (Accounts) Rules 2014 containing salientfeatures of the financial statement of subsidiaries / associate companies / joint venturesforms part of this report. The Company adopted Ind AS from April 1 2016 and theconsolidated financial statements of the Company and its subsidiaries are prepared inaccordance with the recognition and measurement principles stated therein. The financialstatements of the Company both standalone and consolidated along with relevant documentsand separate accounts in respect of subsidiaries are available on the Company's websitepursuant to the provisions of section 136 of the Companies Act 2013 (‘Act') andGeneral Circular No. 11/ 2015 dated July 21 2015 issued by Ministry of Corporate Affairs.

The financial statements of the subsidiaries will be provided to any shareholder onwritten requests addressed to the Company Secretary at the Company's registered office.These documents will also be available for inspection by any shareholder at the Company'sregistered office

Investment in Tata Teleservices Limited

As reported last year in 2008-09 NTT DoCoMo Inc (Docomo) entered into an agreementwith Tata Teleservices Limited (TTSL) and Tata Sons Limited (Tata Sons) to acquire 20% ofthe equity share capital under the primary issue and 6% under the secondary sale from TataSons. In terms of the agreements with Docomo Tata Sons inter alia agreed to providevarious indemnities and a Put Option entitling Docomo to sell its entire shareholding at aminimum pre-determined price of 58.05 per share if certain performance parameters were notmet by TTSL. The minimum pre-determined price represented 50% of the acquisition pricepaid by Docomo in 2008-09. An Inter-se agreement dated March 25 2009 was executed by theCompany with Tata Sons and other TTSL shareholders to give effect to the Docomo/Tata Sons'sale and purchase agreement in accordance with the terms of which the Company sold36542378 equity shares of TTSL to Docomo at Rs.116.09 per share resulting in a profitof Rs.346.65 crores.

In or around July 2014 Docomo exercised its Put Option and called upon Tata Sons toacquire Docomo's entire shareholding in TTSL at the pre-determined price of Rs.58.05 pershare. However the Reserve Bank of India did not permit acquisition of the shares at thepre-determined price and advised the parties that the acquisition can only be made at FairMarket Value (FMV) prevailing at the time of the proposed acquisition. Tata Sons conveyedto Docomo its willingness to acquire the shares at the FMV however Docomo reiterated itsposition that the shares had to be acquired at Rs.58.05 per share. Thereafter Docomoinitiated Arbitration in the matter before the London Court of International Arbitration(LCIA) the evidentiary hearing of which was completed on May 06 2016.

The Arbitral Tribunal appointed by the LCIA to arbitrate the dispute between Tata Sonsand Docomo issued a final award (LCIA Award) on June 22 2016 which required Tata Sonsto pay to Docomo damages of US$ 1172 million upon tender of shares held by Docomo inTTSL together with interest arbitration costs and legal costs.

Thereafter Docomo filed a petition with the Delhi High Court for implementation of theLCIA Award and the Delhi High Court directed Tata Sons to deposit the damages includingcosts and interest in an escrow account. Under the terms of the Inter-Se agreement andpursuant to the LCIA award the Company was to acquire 158350304 equity shares of TTSLat a value of approximately Rs.1058 crores. On August 2 2016 the Company paid to TataSons approximately Rs.1058 crores as a recoverable advance in anticipation of satisfactionof the LCIA Award and receipt of the TTSL Shares.

By its judgment and order of April 2017 the Delhi High Court ruled that the LCIA Awardto be enforceable in India and to operate as a deemed decree of the Court. During thefinancial year 2017-18 the Company received 158350304 shares of TTSL against theadvance of Rs.1058 crores paid to Tata Sons. Additionally Tata Sons has also settled theabove-mentioned advances during the current year as a result of which the Company hasreceived net interest income of Rs.29.72 crores from Tata Sons thereby closing thematter. Please also refer to the Notes to Accounts No. 29 of the standalone financialstatements.

Compliance under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

As previously reported to the stock exchanges when the Government of India (GoI)transferred 25% of its stake in the Company to Panatone Finvest Limited (Pantone) in 2002a shareholders' agreement (hereafter ‘SHA') and a share purchase agreement wereentered into between the parties. These agreements inter alia set forth the rights andobligations of the parties in appointing directors on the Board of the Company. Therelevant clauses from the SHA were incorporated in the Company's Articles of Associationwhich provide in part that the Board is to be comprised of twelve directors four of whommust be independent. The GoI and Panatone are each entitled to recommend two independentdirectors to the Board. As of the date of this Report the Board comprised of sevendirectors of whom two were independent. Each of the independent directors wererecommended by the GoI and Panatone respectively. The Company continues to seek both theGoI's and Panatone's recommendation for the other two independent directors to fill theremaining board vacancies. Until such time as the Company receives the recommendation fromthe GoI and Panatone enabling the Nomination and Remuneration Committee (NRC) and theBoard to appoint two additional independent directors the Company will be unable tocomply with provisions of Section 149 (4) of the Companies Act 2013 and Regulation 17 (1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Changes to the Board of Directors and key managerial personnel

Ms. Renuka Ramnath independent director was elected as the Chairperson of the Boardwith effect from April 14 2017. Mr. Kishor A. Chaukar stepped down from the Board witheffect from July 31 2017 and Mr. Bharat Vasani tendered his resignation with effect fromFebruary 5 2018. The Board places on record its sincere appreciation for their immensecontributions and guidance to the Company during their tenure on the Board. In accordancewith the provisions of the Act and the Company's Articles of Association Dr. GopichandKatragadda retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

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 theReport on Corporate Governance.

Declaration of Independent Directors

The independent directors have provided necessary disclosures to the Company that theycomply with all the requirements stipulated in Section 149(6) of the Act for beingappointed as an independent director which form part of the Directors' Report.

Number of Board meetings

Eleven Board meetings were held during the FY17-18. For further details please see theReport on Corporate Governance which forms part of the Directors' Report.

Board evaluation

The Board carried out an annual evaluation of its own performance including that ofits committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Input was sought from all of the directorsrelating to criteria such as composition and structure effectiveness of and contributionto processes the adequacy appropriateness and timeliness of information provided aswell as the Board's overall performance. At a meeting of independent directors held onMarch 13 2018 the results of the evaluation were reviewed and then also discussed at ameeting of the NRC. Thereafter the Board based on a briefing by the Chairperson and theNRC discussed as a whole the output of the evaluation.

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 is detailed in the Report on Corporate Governancewhich forms part of the Directors' Report.

Surplus land

As previously reported the Company acquired its assets including numerous parcels ofland in 1986 from the GoI as the successor to the Overseas Communications Service. At thetime of disinvestment to Panatone in 2002 a total of 773.13 acres of land was identifiedas surplus under the terms of the SHA and it was agreed that this surplus land would bedemerged into a separate entity. To accomplish the surplus land's demerger Panatoneincorporated Hemisphere Properties India Limited (HPIL) in 2005-06 to hold the surplusland as and when it was demerged. In March 2014 the GoI acquired ~51.12% of the shares inHPIL making it a Government owned company. On March 5 2018 the Company filed the schemeof arrangement and reconstruction for demerger of surplus land with the National CompanyLaw Tribunal Mumbai Bench (‘NCLT'). By order of the NCLT a shareholders' meetingwas held on May 10 2018 at which the shareholders approved the scheme of arrangement andreconstruction for demerger of the surplus land. As on date the Company GoI and Panatonecontinue to work toward implementation of the scheme.


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 material impact on the financials of the Company.

Public deposits

The Company has not accepted nor does it hold any public deposits.

Non-convertible Debentures (NCDs)

The Company had 155 crores of outstanding NCDs (Secured NCDs – 5 crores andUnsecured NCDs - 150 crores) as at March 31 2018. The trust deed for the secured NCDswill be available for inspection by members at the Company's registered office duringnormal working hours 21 days before the date of the 32nd Annual General Meeting i.e.August 9 2018. All debentures issued by the Company were rated AA+ by CARE.

Particulars of loans guarantees or investments under Section 186

The particulars of loans guarantees and investments are disclosed in the financialstatements which also form part of this report.

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.

Internal financial controls

The Company has adequate internal financial controls covering the preparation andpresentation of financial statements which are operating effectively.

Particulars of contracts or arrangements with related parties referred to in Section188 of the Act

There have been no materially significant related party transactions between theCompany and the directors the management the subsidiaries or the relatives except forthose disclosed in the financial statements.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) of the Act along with the justification for entering into such acontract or arrangement in Form AOC-2 does not form part of the Directors' Report.

Audit Committee

Details pertaining to composition of the Audit Committee are included in the report onCorporate Governance which forms part of the Directors' Report.

Corporate social responsibility

A brief outline of the Company's corporate social responsibility (CSR) policy andrelated initiatives undertaken during the year is set out in Annexure I of this Report inthe format prescribed in the Companies (Corporate Social Responsibility Policy) Rules2014. The CSR Policy is also available on the Company's website.

Extract of annual return

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure II in the prescribed Form MGT-9 which forms part of the Directors' Report.

Corporate governance

Pursuant to Regulation 24 and Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and AnalysisBusiness Responsibility Report Report on Corporate Governance and Auditors' Certificateregarding compliance with conditions of corporate governance form part of the Directors'Report.

Particulars of employees

The provisions of Section 134 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 require the Company to provide certaindetails about the remuneration of its employees. According to the provisions of section136(1) of the Act the Directors' Report being sent to the shareholders need not includethis information as an annexure. The annexure regarding the Particulars of Employees willbe available for inspection by any member at the registered office of the Company duringworking hours for 21 days before the date of the AGM.

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenbelow:

a.The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2017-18:

Non-Executive Directors Ratio to median remuneration*
Ms. Renuka Ramnath 3.73
Mr. Srinath Narasimhan1 0.96
Mr. Kishor A. Chaukar (up to July 31 2017) 0.66
Dr. Uday B. Desai 2.50
Mr. Saurabh Kumar Tiwari2 1.80
Mr. Bharat Vasani1 (up to February 5 2018) 0.59
Dr. Gopichand Katragadda1 0.78
Mr. G. Narendra Nath2 1.41
Executive Director
Mr. Vinod Kumar 48.24

*While calculating the ratio for non-executive directors both commission andsitting fees paid have been taken.

1 Non-Executive Directors who are in full-time employment of any Tata Company andare receiving salary as such full-time employees shall not accept any commission fromFY17-18.

2The Government directors have informed the Company that they shall not accept anysitting fees and commission as their directorships are considered to be part of theiro_cial duty. b. The percentage increase in remuneration of each director chiefexecutive officer chief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary* % increase in remuneration in the financial year*
Ms. Renuka Ramnath 98.35
Mr. Srinath Narasimhan1 54.94
Mr. Kishor A. Chaukar2 NA
Dr. Uday B. Desai 11.26
Mr. Saurabh Kumar Tiwari3 NA
Mr. Bharat Vasani1 and 2 NA
Dr. Gopichand Katragadda1 (0.88)
Mr. G. Narendra Nath3 NA
Mr. Vinod Kumar Managing Director and Group CEO 10.01
Ms. Pratibha K. Advani Chief Financial Officer 24.80
Mr. Manish Sansi Company Secretary 14.62

*While calculating the ratio for non-executive directors both commission andsitting fees paid have been taken.

1 Non-Executive Directors who are in full-time employment of any Tata Company andare receiving salary as such full-time employees shall not accept any commission fromFY17-18.

2 Directors and KMPs who have not been in the Company for the entire financialyears 2016-17 and 2017-18 have not been considered for the calculations.

3 The Government Directors have informed the Company that they shall not accept anySitting Fees and commission as their Directorships are considered to be part of theiro_cial duty.

c.The percentage increase in the median remuneration of employees in the financialyear: 10.51%

d. The number of permanent employees on the rolls of Company: 4517 employees as onMarch 31 2018

e. 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 9.0% afteraccounting for promotions and other event-based compensation revisions. The increase inthe managerial remuneration for the year was 12.5%.

f. Afirmation 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.

Conservation of energy

The ‘Sustainable Business' section of the Management Discussion and Analysisdescribes our consistent efforts towards conservation of energy and creating a bettertomorrow.

Technology absorption

The Company continues to use the latest technologies for improving its productivity andthe quality of its services and products. Its operations do not require the significantimportation of technology.

Foreign exchange earnings and outgoings

For the purpose of Form ‘C' under the Companies (Accounts) Rules 2014 foreignexchange earnings were equivalent to 728.24 crores and foreign exchange outgo wasequivalent to 465.30 crores.

Statutory Auditors and their report

The Company's Statutory Auditors M/s. S.R. Batliboi & Associates LLP CharteredAccountants (Firm Registration No. 101049W / E300004) hold office until the conclusion ofthe 36th Annual General Meeting subject to ratification of their appointment byshareholders at every Annual General Meeting. The Statutory Auditors have not reported anyincident of fraud to the Company's Audit Committee in the year under review. The Company'sstandalone and consolidated financial statements have been prepared in accordance with theIndian Accounting Standards prescribed under Section 133 of the Act read with relevantrules issued thereunder (Ind AS) and other accounting principles generally accepted inIndia.

Secretarial Auditors and their 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 theFinancial Year ended March 31 2018 is annexed to this report. The Secretarial AuditReport contains the following observation:

‘During the year under review the Company has complied with the provisions of theAct rules regulations guidelines standards etc mentioned above subject to thefollowing observation: The Company has complied with the requirements of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013except with regard to appointment of Independent Directors to the extent of one third ofthe total strength of the Board.'

Board's Comment:

When the Government of India (GoI) transferred 25% of its stake in the Company toPanatone Finvest Limited (Pantone) in 2002 a shareholders' agreement (hereafter‘SHA') and a share purchase agreement were entered into between the parties. Theseagreements inter alia set forth the rights and obligations of the parties inappointing directors on the Board of the Company. The relevant clauses from the SHA wereincorporated in the Company's Articles of Association which provide in part that theBoard is to be comprised of twelve directors four of whom must be independent. The GoIand Panatone are each entitled to recommend two independent directors to the Board.

As of the date of this Report the Board comprised of seven directors of whom two wereindependent. Each of the independent directors were recommended by the GoI and Panatonerespectively. The Company continues to seek both the GoI's and Panatone's recommendationfor the other two independent directors to fill the remaining Board vacancies. Until suchtime as the Company receives the recommendations from the GoI and Panatone enabling theNomination and Remuneration Committee (NRC) and the Board to appoint two additionalindependent directors the Company will be unable to comply with provisions of Section 149(4) of the Companies Act 2013 and Regulation 17 (1) (b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.


The Board is of the opinion that the Company's internal financial controls wereadequate and effective during the financial year 2017-18 based on the framework ofinternal financial controls and compliance systems established and maintained by theCompany work performed by the internal statutory cost and secretarial auditors andexternal consultant(s) as applicable including an audit of internal financial controlsover financial reporting by the statutory auditors and the reviews performed by Managementand the relevant Board committees including the Audit Committee. Accordingly pursuant toSection 134(5) of the Act the Board of Directors to the best of their knowledge andability confirm that:

• in the preparation of the annual accounts the applicable accounting standardswere followed and there were no material departures

• the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period

• the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities

• the directors had prepared the annual accounts on a going concern basis

• the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively

• the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively

• the directors have reviewed and approved the Annual Operating Plan (includingthe strategy and resource plan) of the Company

• the directors have overseen maintenance of high standards of Tata values andethical conduct of business

• the directors have reviewed the Tata Business Excellence Model (TBEM) findingsand monitored the action plan

• the directors have protected and enhanced the Company reputation and brand andalso the Tata brand where companies are using this.


The directors would like to thank each one of our customers business associates andsuppliers around the world for their valuable contribution to Tata Communications'continued growth and success. The directors recognise and appreciate the passion andcommitment of Tata Communications' employees and workforce globally. The directors arealso grateful to Tata Communications' other stakeholders and partners including ourshareholders promoters bankers and others for their continued support.

On behalf of the Board of Directors Chairperson Dated: May 10 2018 Registered Office:VSB Mahatma Gandhi Road Fort Mumbai – 400 001