tcl annual report 2014-2015

7/26/2019 TCL Annual Report 2014-2015

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Tata Communications Limited

CONTENTS

TWENTY NINTH ANNUAL REPORT 201415

Corporate Details ................................................................................................................................................................................... 2

Notice ......................................................................................................................................................................................................... 3

Directors Report ..................................................................................................................................................................................... 12

Management Discussion and Analysis ........................................................................................................................................... 38

Report on Corporate Governance .................................................................................................................................................... 52

Declaration regarding Companys Code of Conduct ................................................................................................................ 69

Auditors Certificate on Corporate Governanvce ........................................................................................................................ 69

Secretarial Audit Report ....................................................................................................................................................................... 70

Business Responsibility Statement .................................................................................................................................................. 72

Corporate Structure as at 31 March 2015 ...................................................................................................................................... 80

Standalone Financial Statements

Auditors Report ...................................................................................................................................................................................... 82

Balance Sheet .......................................................................................................................................................................................... 86

Statement of Profit and Loss .............................................................................................................................................................. 87

Cash Flow Statement ............................................................................................................................................................................ 88

Notes to the Financial Statements ................................................................................................................................................... 89

Consolidated Financial Statements

Auditors Report on Consolidated Financial Statements ......................................................................................................... 132

Consolidated Balance Sheet ............................................................................................................................................................... 138

Consolidated Profit & Loss Account ................................................................................................................................................. 139

Consolidated Cash Flow Statement ................................................................................................................................................. 140

Notes to the Consolidated Financial Statements ....................................................................................................................... 141

Statement pursuant to Section 129(3) of the Companies Act, 2013 ................................................................................... 191

Board of Directors .................................................................................................................................................................................. 192


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CORPORATE DETAILS

BOARD OF DIRECTORS

Mr. Subodh Bhargava (Chairman) (Independent)

Mr. Vinod Kumar (Managing Director and Group CEO)

Mr. N. Srinath

Mr. Kishor A. Chaukar

Dr. Ashok Jhunjhunwala

Dr. Uday B. Desai (Independent)

Mr. Ajay Kumar Mittal

Mr. Saurabh Kumar Tiwari

Mr. Bharat Vasani

Ms. Renuka Ramnath(Independent)

Dr. Gopichand Katragadda

Mr. Satish Ranade Company Secretary & Legal Advisor

Ms. Pratibha K Advani Chief Financial Officer

REGISTERED OFFICE VSB, Mahatma Gandhi Road, Fort,Mumbai 400 001,Tel : +91 22 6657 8765, Fax : +9122 6639 5162,Email : [email protected],Website : www.tatacommunications.com.

CORPORATE OFFICE Plot No. C21& C36, G Block, Bandra Kurla Complex, Mumbai 400 098.

BANKERS

Abu Dhabi Commercial Bank Hongkong & Shanghai Banking Corporation (HSBC)ANZ Bank ICICI Bank Ltd.

Axis Bank Indian Bank

Bank of America Indian Overseas Bank

Bank of Baroda Indusind Bank Ltd.

Bank of India ING Kotak Mahindra Bank Ltd.

Bank of Nova Scotia, BBVA Societe Generale Bank

Citibank Inc. Standard Chartered Bank

Deustche Bank State Bank of India

Development Bank of Singapore (DBS) Syndicate Bank

Federal Bank Yes Bank Ltd

HDFC Bank Ltd.

LEGAL ADVISORS Khaitan & Co., MumbaiSTATUTORY AUDITORS S.B. Billimoria & Co., Chartered Accountants

REGISTRARS & Sharepro Services (India) Pvt. Ltd.

TRANSFER AGENTS 13 AB, Samhita Warehousing Complex, 2nd Floor,

Near Sakinaka Telephone Exchange, Andheri Kurla Road

Andheri (East), Mumbai - 400 072.

Tel : (022) 67720300/400.

Fax : (022) 26591586, 28508927.

E-mail : [email protected]


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NOTICE is hereby given that the 29th Annual General Meeting of Tata Communications Limited (the Company) wbe held at 1100 hours on Tuesday, 29 September 2015, at NSE Auditorium, Ground Floor, The National Stock Exchan

of India Ltd., Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 to transact t

following business:

Ordinary Business

1. To receive, consider and adopt:

a) the audited Standalone Financial Statements of the Company for the financial year ended 31 March 20

the Report of the Board of Directors and the Auditors Report thereon; and

b) the audited Consolidated Financial Statements of the Company for the financial year ended 31 March 20

and the Auditors Report thereon

2. To declare dividend for the financial year 2014-15.

3. To appoint a Director in place of Dr. Ashok Jhunjhunwala who retires by rotation at this Annual General Meeti

and being eligible offers himself for re-appointment.

4. To appoint a Director in place of Mr. N. Srinath who retires by rotation at this Annual General Meeting and bei

eligible offers himself for re-appointment.

5. To consider and, if thought fit, to pass with or without modifications the following Resolution as an Ordina

Resolution:

RESOLVED THAT pursuant to the provisions of Sections 139,142 and other applicable provisions, if any, of t

Companies Act, 2013 and the Rules framed thereunder as amended from time to time (including any statuto

modification(s) or re-enactment thereof for the time being in force) and the resolution passed by the Sharehold

at the 28th Annual General Meeting held on 4 August 2014, the Company hereby ratifies the appointment M/s. S.B. Billimoria & Co., Chartered Accountants (Firms Registration No. 101496W) as Statutory Auditors of t

Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the ne

and Thirtieth AGM of the Company on such remuneration as may be mutually agreed upon between the Board

Directors and the Auditors, plus reimbursement of service tax, travelling and out of pocket expenses.

Special Business

6. To consider and, if thought fit, to pass with or without modifications the following Resolution as

Ordinary Resolution:

RESOLVED THAT Ms. Renuka Ramnath (DIN 00147182), who was appointed by the Board of Directors as

Additional Director of the Company with effect from 8 December 2014 and who holds office up to the date

this Annual General Meeting of the Company in terms of Section 161 of the Companies Act 2013 (Act) but w

is eligible for appointment and has consented to act as a director of the Company and in respect of whom tCompany has received a notice in writing from a member under Section 160 of the Act proposing her candidatu

for the office of Director of the Company, be and is hereby appointed a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 152 and other applicable provisions

any, of the Act, as amended from time to time, appointment of Ms. Renuka Ramnath (who meets the criteria

independence) as provided in Section 149(6) of the Act as an Independent Director of the Company, not liab

to retire by rotation, for a term commencing with effect from 8 December 2014 till 7 December 2019 be and

hereby approved.



NOTICE


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RESOLVED THAT Dr. Gopichand Katragadda (DIN 02475721) who was appointed by the Board of Directors as Additional Director of the Company with effect from 26 March, 2015 and who holds office only upto the date

this Annual General Meeting in terms of Section 161 of the Companies Act 2013 (Act) and in respect of who

a notice under Section 160 of the Act has been received by the Company from a member signifying his intenti

to propose Dr. Katragadda as a candidate for the office of director, be and is hereby appointed as Director liab

to retire by rotation.



RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Compan

Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or r

enactment thereof, for the time being in force), the Cost Auditors appointed by the Board of Directors of t

Company Mr. Jugal Kishor Puri, Cost Accountants, to conduct the audit of the cost records of the Company fthe financial year ending March 31, 2016, be paid the remuneration as set out in the Statement annexed to t

Notice convening this Meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts a

take all such steps as may be necessary, proper or expedient to give effect to this resolution.


Special Resolution:

RESOLVED THAT pursuant to Section 197 and other applicable provisions, if any, of the Companies Act 2013 (Ac

and pursuant to the provisions of Clause 49(II)(C) of the Listing Agreement, a sum not exceeding one percent p

annum of the net profits of the Company calculated in accordance with the provisions of Sections 198 and a

other applicable provisions of the Act, be paid to and distributed amongst the directors of the Company or som

or any of them (other than the whole-time directors) in such amounts or proportions and in such manner andall respects as may be directed by the Board of Directors or any Committee formed by the Board of Directors a

entrusted with such responsibilities, and such payments shall be made in respect of the profits of the Compa

for each year of the period of five years commencing 1 April 2015.

By Order of the Board of Directo

Satish Ranad

Company Secreta

Mumbai, 31 August, 2015

CIN: #L64200MH1986PLC039266

Registered Office:

VSB, M.G. Road,

Fort, Mumbai - 400 001.

NOTES :

1. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (Act) in respect of the busineunder Item Nos. 5 to 9 of the Notice, is annexed hereto. The relevant details as required under clause 49 of tListing Agreements entered into with the Stock Exchanges, of persons seeking appointment/re-appointment Directors under Item Nos. 6 and 7 of the Notice, are also annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLTO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BEMEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED ATHE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEME


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OF THE MEETING. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY ANHOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPACARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OTHE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND THEN SUCH PERSOSHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

3. Registers of members and transfer books of the Company shall remain closed from Saturday, 26 September 20till Tuesday, 29 September 2015 (both days inclusive) for the purpose of ascertaining eligibility to dividend.

4. The dividend as recommended by the Board of Directors, if declared at the Annual General Meeting, shall be paon or after Monday, 5 October 2015:

(i) to those shareholders whose names appear on the Companys Register of Members after giving effectall valid share transfers in physical form lodged with the Registrar & Transfer Agents (R&T Agents) of tCompany on or before Friday, 25 September 2015.

(ii) in respect of shares held in electronic form, to those deemed members whose names appear in tstatements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and CentDepository Services (India) Limited (CDSL) as at the end of business on Friday, 25 September 2015. In respeof shares held in demat mode the dividend will be paid on the basis of beneficial ownership as per detailsbe furnished by NSDL and CDSL for this purpose.

5. Members who hold shares in dematerialized form are requested to bring their DP ID and Client ID numbers easy identification of attendance at the meeting.

6. This may be taken as notice of declaration of dividend for 2014-15 in accordance with the Article 93 of the Articof Association of the Company in respect of dividend for that year when declared.

7. Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, dividends which remaunclaimed in the unpaid dividend account for a period of seven years from the date of transfer of the samwill be transferred to the Investor Education and Protection Fund established by the Central Government. T

Members and Shareholders who have not encashed their dividend warrant(s) so far for the financial year ende31 March 2009 or any subsequent financial years are requested to make their claim to the R & T Agents of tCompany. According to the provisions of the Act, no claims shall lie against the said Fund or the Company for tamounts of dividend so transferred nor shall any payment be made in respect of such claims. The summary of tunpaid dividend for the past years and the date on which the outstanding amount shall be transferred to InvesEducation and Protection Fund on the dates as given in the table below.

Date of AGM Balance as on

30 June 2015 (` )

Dividend for the year Transfer to Investor

Education & ProtectionFund

7 August 2009 6,33,510.00 2008-09 8 September 2016

6 August 2010 Not Applicable 2009-10 Not Applicable

11 October 2011 4,64,972.00 2010-11 12 November 2018

27 July 2012 5,10,152.00 2011-12 28 August 201926 July 2013 7,52,997.00 2012-13 27 August 2020

4 August, 2014 9,65,974.50 2013-14 5 September 2021

Total 33,27,605.50

8. As per Section 72 of the Companies Act, 2013, shareholders are entitled to make nomination in respect of shaheld by them in physical form. Shareholders desirous of making nominations are requested to send their requein Form No. 2B in duplicate (which will be made available on request) to the R & T Agents of the Company.

9. Members are requested to notify any change in their addresses immediately, in any event not later than Friday, September 2015, so as to enable us to dispatch the dividend warrants at the correct addresses:

a) In case of physical shares to the R & T Agents, M/s Sharepro Services (India) Private Limited, 13 AB, Samh


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Warehousing Complex, 2nd Floor, Near Sakinaka Telephone Exchange, Andheri Kurla Road, Andheri EaMumbai - 400072.

b) In case of shares held in demat form to their depositary participants (DPs).

10. The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Membewhose e-mail addresses are registered with the Company/Depositories, unless any Member has requested fophysical copy of the same. For Members who have not registered their e-mail addresses, physical copies are beisent by the permitted mode.

11. To support the Green Initiative, the Members who have not registered their e-mail addresses are requestedregister the same with the R&T Agent/Depositories.

12. VOTING THROUGH ELECTRONIC MEANS

In compliance with the provisions of Section 108 of the Companies Act 2013 and the Rules framed thereunder a

the clause 35B of the listing agreement, the Members are provided with the facility to cast their vote electronicathrough the e-voting services provided by NSDL, on all resolutions set forth in this Notice. In order to enable tMembers, who do not have the access to e-voting facility to send their assent or dissent in writing in respect of tresolutions as set out in this Notice, the Company is enclosing a Ballot Form with the Notice. Instructions for BalForm are given at the back of the said form and instructions for e-voting are given hereinbelow. Resolutionpassed by Members through Ballot Forms or e-voting is / are deemed to have been passed as if they have bepassed at the AGM.

The instructions for e-voting are as under:

A. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with tCompany/Depositories):

i. Open the e-mail and also open PDF file namely TCL e-voting.pdf with your Client ID or Folio No. as passwoThe said PDF file contains your user ID and password for e-voting. Please note that the password is an initpassword.

ii. Open the internet browser and type the following URL: https://www.evoting.nsdl.com.

iii. Click on Shareholder - Login.

iv. If you are already registered with NSDL for e-voting then you can use your existing user ID and password casting your vote.

v. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attachwith the e-mail as initial password. The Password Change Menu will appear on your screen. Change to a nepassword of your choice, making sure that it contains a minimum of 8 digits or characters or a combinatiof both. Please take utmost care to keep your password confidential.

vi. Once the e-voting home page opens, click on: e-voting> Active Voting Cycles.

vii. Select EVEN (E-Voting Event Number) of Tata Communications Limited which is 102628. Now you are reafor e-voting as Cast Vote page opens.

viii. Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted.

ix. Upon confirmation, the message Vote cast successfully will be displayed.

x. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.

xi. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned co(PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., together with attested specimsignature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mto [email protected], with a copy marked to [email protected].

xii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) - Shareholders and e-voting usmanual - Shareholders, available at the downloads section of www.evoting.nsdl.com or call on toll free n1800-222-990.


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B. In case a Member receives physical copy of the Notice of AGM (for Members whose email addresses are nregistered with the Company/Depositories):

i. Initial password is provided in the enclosed ballot form: EVEN (E-Voting Event Number), user ID and passwo

ii. Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

C. Other Instructions:

i. The e-voting period commences on Friday, 25 September 2015 (9.00 a.m. IST) and ends on Monday, September 2015 (5.00 p.m. IST). During this period, Members holding shares either in physical form in dematerialized form, as on 22 September, 2015 i.e. cut-off date, may cast their vote electronically. Te-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by tMember, he / she shall not be allowed to change it subsequently or cast vote again.

ii. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital

the Company. A person, whose name is recorded in the register of members or in the register of beneficowners maintained by the depositories as on the cut-off date only shall be entitled to avail the facilityremote e-Voting, voting through ballot form, as well as voting at the meeting through ballot.

iii. Any person, who acquires shares of the Company and becomes a member of the Company after dispatof the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sendina request at [email protected]. However, if you are already registered with NSDL for remote e-voting thyou can use your existing user ID and password for casting your vote. If you forget your password, you creset your password by using Forgot User Details / Password option available on www.evoting.nsdl.com

iv. Mr. Mehul Shah, Advocate, Khaitan & Co., has been appointed as the Scrutinizer to scrutinize the e-votiprocess (including the Ballot Form received from the Members who do not have access to the e-votiprocess) in a fair and transparent manner.

v. The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, would count tvotes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of least two witnesses not in the employment of the Company and make, not later than three days of conclusiof the meeting, a consolidated Scrutinizers report of the total votes cast in favour or against, if any, to tChairman or a person authorised by him in writing who shall countersign the same.

vi. The results declared along with the Scrutinizers Report shall be placed on the Companys website wwtatacommunications.com and on the website of NSDL www.evoting.nsdl.com immediately after the resis declared. The Company shall simultaneously forward the results to BSE Limited (BSE) and National StoExchange of India Limited (NSE), where the shares of the Company are listed.

vii. Members who do not have access to e-voting facility can also request well in time for physical copy of tBallot Form by sending an e-mail to [email protected] by mentioning their Folio / DP and Client ID. Members may send duly completed Ballot Form (enclosed with the Annual Report) so as reach the Scrutinizer appointed by the Company, Mr. Mehul Shah, Advocate, Khaitan & Co., (Scrutinizer) Sharepro Services (India) Private Limited, (Unit : Tata Communications Limited), 912, Raheja Centre, Fr

Press Journal Road, Nariman Point, Mumbai - 400 021 in any event not later than Saturday, 26 Septemb2015 (5.00 p.m. IST). Any ballot form received after the above time and date will be treated as invalid.

A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member casvotes by both modes, then voting done through e-voting shall prevail and Ballot shall be treated as inval

viiii. The results declared along with the Scrutinizers Report shall be placed on the Companys website wwtatacommunications.com and on the website of NSDL www.evoting.nsdl.com immediately after the resis declared. The Company shall simultaneously forward the results to BSE Limited (BSE) and National StoExchange of India Limited (NSE), where the shares of the Company are listed.


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Annexure to the Notice dated 31 August, 2015

The Statement of Material Facts pursuant to Section 102(1) of the Companies Act, 2013.

In respect of Item No. 5

This Statement is provided though strictly not required as per Section 102 of the Act.

At the 28th Annual General Meeting of the Company held on 4 August 2014, the shareholders had appointed M/

S.B. Billimoria & Co., Chartered Accountants (Firm Registration No. 101496W) as the statutory auditors of the Compa

to hold office from the conclusion of the 28th Annual General Meeting till the conclusion of the 31st Annual Gener

Meeting to be held in the year 2017. As per provisions of Section 139(1) of the Act, their appointment for the abo

tenure is subject to ratification by Members at every AGM.

In view of the above, M/s. S.B. Billimoria & Co., being eligible for re-appointment it is proposed that the Shareholde

may ratify the appointment of M/s. S.B. Billimoria & Co. as Statutory Auditors from the conclusion of this AGM till tconclusion of the next AGM.

The Board commends the Resolution at Item No. 5 for approval by the Members.

None of the Directors and Key Managerial Personnel (KMP) or relatives of directors and KMPs are concerned

interested in the Resolution at Item No. 5 of the accompanying Notice.


On recommendation of the Nomination & Remuneration Committee, Ms. Renuka Ramnath was appointed by the

Board of Directors as an Additional Director of the Company as also an Independent Director to hold the office for

a period of 5 years from 8 December 2014 till 7 December 2019, not liable to retire by rotation, subject to approval

of the Shareholders. Ms. Ramnath, who has submitted a declaration that she meets the criteria for independence as

provided in Section 149(6) of the Act, satisfies all the criteria prescribed by the Companies Act 2013 as also by the

Listing Agreement for being considered as Independent Director.

Pursuant to the provisions of Section 161 of the Act, being an Additional Director, Ms. Renuka Ramnath will ho

office up to the date of the ensuing Annual General Meeting (AGM) and is eligible to be appointed a Director of t

Company. The Company has received notice in writing under Section 160 of the Act from a member along with t

requisite deposit of `1,00,000/- proposing the candidature of Ms. Renuka Ramnath for the office of Director.

The Company has received from Ms. Renulka Ramnath (i) Consent in writing to act as Director in Form DIR-2 pursua

to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, (ii) Intimation in Form DIR 8 in term

of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified und

Section 164 (2) of Act (iii) A declaration to the effect that she meets the criteria of independence as provided in Secti

149 (6) of Act.

The resolution seeks the approval of the members in terms of Section 149 and other applicable provisions of t

Act, read with Schedule IV of the Act and the Rules made thereunder, for appointment of Ms. Renuka Ramnath as a

Independent Director of the Company for a period commencing from 8 December 2014 till 7 December 2019.

In the opinion of the Board, Ms. Renuka Ramnath is a person of integrity and possesses relevant expertise and experien

and fulfils the conditions for appointment as an Independent Director as specified in the Companies Act 2013 and t

Listing Agreement. A copy of the letter of appointment of Ms. Renuka Ramnath as an independent director settin

out the terms and conditions is available for inspection without any fee by the members at the Companys register

office during the normal business hours on working days up to the date of the AGM. The profile and specific areas

expertise of Ms. Renuka Ramnath is provided below.

If appointed, Ms. Renuka Ramnath will act as a non-executive Independent director, not liable to retire by rotation.

Keeping in view the experience and expertise, her appointment as Independent Director of the Company is recommende


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Except for Ms. Renuka Ramnath, none of the Directors and Key Managerial Personnel (KMP) or relatives of directors aKMPs are concerned or interested in the Resolution at Item No. 6 of the accompanying Notice.

Brief profile of Ms. Renuka Ramnath is given below:

Ms. Renuka Ramnath is one of the most experienced private equity fund managers in India with a full cycle tra

record of investing capital raised from Institutions of global repute. She played a pivotal role in shaping the Indi

private equity market both in terms of leading pioneering investments as well as opening new pockets of capital f

investment into India.

For close to three decades in financial services, Ms. Ramnath successfully built several businesses in the ICICI Grou

including Investment Banking, e-commerce and private equity. As the MD & CEO of ICICI Venture for close to a decad

she led that firm to become one of the largest private equity funds in India.

Ms. Ramnath turned an entrepreneur to set-up Multiples in 2009. Multiples is a $ 800 million Independent priva

equity fund that has the rare distinction of been backed by 15 Indian and global institutions. Ms. Ramnath draw

immense satisfaction from the fact that she has over several years guided and supported entrepreneurs to bu

successful businesses and create valuable enterprises.

Given Ms. Ramnaths contribution to the industry, she has been featured in many prestigious listings, including the T

25 Most Powerful Women in Business (Business Today, India); Indias most Powerful CEOs (Economic Times), the To

25 Non Bank Women in Finance (US Bankers global list), Asias Women in the Mix: The Years Top 50 for Achieveme

in Business (Forbes), #17 in Indias Most Powerful Women in Business - 2014 (Fortune), and the Top 25 women in Asi

asset management (Asian Investor).

Ms. Ramnath holds a Bachelor of Engineering from VJTI, University of Mumbai and an MBA from the University

Mumbai. She has also completed the Advance Management Programme from the Harvard Business School.


Dr. Gopichand Katragadda was appointed as an Additional Director on the Board with effect from 26 March 20

under Article 66B of the Articles of Association of the Company. Under Section 161 of the Companies Act 2013 a

under the said Article, Dr. Katragadda holds office upto the date of the forthcoming Annual General Meeting. D

Katragadda is eligible for appointment as a director of the Company and the Company has, pursuant to Section 160

the Companies Act, 2013 received a notice in writing proposing his candidature for appointment.

In the opinion of the Board, Dr. Katragadda is a person of integrity and possesses relevant expertise and experien

and fulfils the conditions for appointment as a director as specified in the Act and the Listing Agreement.

If appointed, Dr Katragadda will act as a non-executive director, liable to retire by rotation.

Keeping in view the experience and expertise, his appointment as Director of the Company is recommended.

Except for Dr. Katragadda, none of the Directors and Key Managerial Personnel (KMP) or relatives of directors and KM

are concerned or interested in the Resolution at Item No. 7 of the accompanying Notice.

Brief profile of Dr. Gopichand Katragadda is given below:

Dr. Gopichand Katragadda is the Group Chief Technology Officer for Tata Sons Limited. In this role, Dr. Katragad

drives technology and innovation for the Tata conglomerate leveraging cross-company synergies. He is a director o

the boards of select Tata Companies.

Previously, as the Chairman and Managing Director of GE India Technology Centre, he facilitated funding of cros

business innovation, championed the commissioning of new research labs, developed research teams, and help

build GEs largest R&D Centre - the John F. Welch Technology Centre (JFWTC). Under his leadership, the JFWTC tea

was contributing to over 300 US patents a year. Dr. Katragadda also served as the chairman for GE-BEL.


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Before joining GE, Dr. Katragadda worked with Karta Technologies, San Antonio, Texas, as Vice President of Researand Development. At Karta, Dr. Katragadda led the development of advanced sensor technology for US governme

agencies and research consortiums. He also was an Adjunct Professor at the University of Texas and served on t

Board of Directors for Texas Public Radio.

Dr. Katragadda provides the voice of technology for various Industry bodies in India including CII and NASSCOM. H

is the India Chair for the Technology track of the Indo-UK Joint Economic and Trade Committee, which facilitates t

Government to Government negotiations on market liberalization. Dr. Katragadda chairs the India Development Pan

and is a Fellow of the Institute of Engineering and Technology. He is on the India Council for the Anita Borg Institute.

is a GE Certified Six Sigma Master Black Belt. Dr. Katragadda has over 30 publications and 5 patents. He has authored

book on innovation SMASH, published by Wiley.

Dr. Katragadda holds MS and PhD degrees in Electrical Engineering from Iowa State University, Ames, Iowa.


The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M

Jugal Kishor Puri, Cost Accountants, as Cost Auditors to conduct the audit of the cost records of the Company for t

financial year ending 31 March 2016. Accordingly, under the authority from the Board of Directors, the remuneratio

of the Cost Auditors was fixed at ` 5,50,000/- plus out of pocket expenses on actual basis subject to a maximum

` 55,000/. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditor

Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Compan

Accordingly, the resolution at Item No.8 is placed before the shareholders for ratification.

None of the Directors and Key Managerial Personnel (KMP) or relatives of directors and KMPs are concerned

interested in the Resolution at Item No. 8 of the accompanying Notice.

The Board commends the Ordinary Resolution set out at Item No. 8 of the Notice for approval by the members.


Taking into consideration the responsibilities of the directors, it is proposed that in terms of Section 197(1)(ii) of t

Companies Act 2013, one per cent of the net profits of the company for any particular year, computed in the mann

laid down in section 198 of the Act may be paid to those directors who are not whole-time directors. Such remunerati

can be paid as commission to the non-whole time directors.

Under the provisions of Clause 49(II)(c) of the Listing Agreement, all fees/compensation (except sitting fees), if an

paid to the non-executive directors including independent directors shall be fixed by the Board of Directors and sh

require previous approval of the Shareholders in general meeting. The consent of the Members and Shareholders of t

Company is therefore being sought pursuant to the provisions of the Listing Agreement and the Companies Act 2013

All the directors of the Company except the Managing Director, are concerned or interested in the resolution s

out at Item No. 9 of the Notice to the extent of the remuneration that may be received by them. The Key Manager

Personnel and their relatives are not concerned or interested in this resolution.

By Order of the Board of Directo

Satish Ranad

Company Secreta

Mumbai, 31 August, 2015

CIN: #L64200MH1986PLC039266

Registered Office:

VSB, M.G. Road,

Fort, Mumbai - 400 001.


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Details of Directors Seeking Appointment / Re-Appointment at the 29th Annual General Meeting

Particulars Dr. AshokJhunjhunwala

Mr. N Srinath Ms. RenukaRamnath

Dr. GopichandKatragadda

Date of Birth 22 June 1953 8 July 1962 14 September 1961 8 May 1968

Date of Appointment 25 October 2008 13 May 2002 8 December 2014 26 March 2015

Qualifications B.Tech degree from

IIT, Kanpur, MS and

Ph.D degrees from

the University of

Maine

B.E. (Mech) IIT

Chennai, MBA IIM

Kolkatta

BE from VJTI,

University of

Mumbai.

MBA from the

University of

Mumbai.

Advance

Management

Programme from

the Harvard

Business School.

MS and PhD

degrees in

Electrical

Engineering

from Iowa State

University, Ames,

Iowa.

Expertise in Specific Functional

Area

General

Management

General

Management

General

Management

General

Management

Directorships held in other

Public Companies (excluding

foreign, private companies and

Section 8 companies)

7 6 8 2

Memberships/Chairmanships

of Committees in other

Public Companies (includes

only Audit Committee and

Stakeholders Relationship

Committee)

6 2 1 NIL

Shareholding In TCL 500 equity shares NIL NIL NIL

DIN 00417944 00058133 00147182 02475721


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Dear Shareholders,

The directors present the 29th Annual Report and audited financial statements of Tata Communications Limit

(the Company) for the financial year ended 31 March 2015. The consolidated performance of the Company and

subsidiaries has been referred to wherever required.

PERFORMANCE

The key financial parameters of the Company during the year under review are given in the table below:

2014-15(`in Crores)

2013-14

( in Crores)

PercentagChang

Consolidated continuing total income 18,264.42 17,848.62 2.33

Consolidated continuing total EBIDTA 2,456.94 2,432.40 1.01

Profit before taxes from continuing operations 506.29 503.66 0.52

Net profit from continuing operations before minority interest 135.83 160.38 -15.31

Loss from discontinuing operations (132.74) (57.56) 130.61

Consolidated profit after tax 1.29 101.42 -98.73

Standalone total income 4,989.88 4,840.35 3.09

Standalone profit before tax 1,003.27 803.48 24.87

Standalone profit after tax 674.62 542.43 24.37

DIRECTORS REPORT

On a Standalone basis, profit after tax during the year

under review improved to `674.62 crores from `542.43

crores last year. The consolidated profit after tax was`1.29crores against `101.42 crores in the previous year. The

consolidated profit figures for the year are after taking

into consideration the loss of `171.64 crores (`136.06

crores in FY13-14) of Tata Communications Payment

Solutions Ltd (TCPSL) a 100 % subsidiary of the Company

which is in its gestation period. Of the Companys total

consolidated revenues, 27% (25% in FY 13-14) came from

India. The rest of the world contributed 73% or `13,140.04

crores of the total continuing operations revenue against

75% or `13,280.03 in the previous year.

The consolidated accounts for 2014-15 have been drawn

up using management accounts (pending completion ofaudit) of one of the Companys foreign subsidiaries, Neotel

Pty. Ltd. Therefore, the Companys statutory auditors have

issued a qualified Audit Report for the year.

Dividend

The directors are pleased to recommend a dividend of

`5.50 per share (`4.50 per share last year) for the financial

year ended 31 March 2015, subject to the approval of the

shareholders at the upcoming annual general meeting.

Transfer to Reserves

On a standalone basis, the Company proposes to trans

`407.46 crores to the general reserve out of the amou

available for appropriation and an amount of `1,726.

crores is proposed to be retained in the Companys pro

and loss account.

OPERATIONS

Segment Distribution

Over the last few years, Tata Communications has be

successful in its goal of diversifying revenues, to t

new opportunities and reduce any risks of an ove

concentrated portfolio. Accordingly, the revenues a

now broadly diversified across data and voice produc

and across business segments, especially by taki

advantage of greater opportunities in the data mark

in new segments such as media and entertainme

financial services, health care, etc. During 2014-1

consolidated continuing operations revenue from vo

services contributed 49% (53% last year) of total reven

and data services contributed 51% (47% last year). Th

is discussed in details in the Management Discussions

Analysis which forms a part of this report.


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14

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approach for evaluating and managing risks.

There are no elements of risk, which in the opinion of the

Board may threaten the existence of the Company.

Risk-based Internal Audit

The risk assessments performed under the ERM exercise

are a key input for the annual internal audit programme,

which covers Tata Communications various businesses

and functions. This approach provides adequate

assurance to the management that the right areas are

covered under the audit plan.

CORPORATE MATTERS

Subsidiary Companies

The Company had 42 subsidiaries as on 31 March 2015

and two associate companies within the meaning of

Section 2(6) of the Companies Act, 2013 (Act). There has

been no material change in the nature of the business of

the subsidiaries and associate companies.

Pursuant to the provisions of Section 129(3) of the Act,

a statement containing salient features of the financial

statements of the Companys subsidiaries in Form AOC-1

is attached to the financial statements.

Pursuant to the provisions of section 136 of the Act,

the financial statements of the Company, consolidated

financial statements along with relevant documents and

separate audited accounts in respect of subsidiaries, are

available on the website of the Company.

During the year, the process of closure of the following

wholly-owned indirect subsidiaries, which were not in

operation, was completed:

a. TCNL 1 B.V. (w.e.f. 26 August 2014)

b. TCNL 2 B.V. (w.e.f. 26 August 2014)

During the year, in order to optimize the subsidiarystructure, a wholly-owned indirect subsidiary, BitGravity

Inc. was merged with another wholly-owned indirect

subsidiary Tata Communications (America) Inc.

During the year, the Company incorporated a wholly-

owned indirect subsidiary in China named Tata

Communications (Beijing) Technology Limited.

In May 2014, the shareholders of Neotel and Vodacom SA

concluded an agreement to acquire 100% of the shares of

Neotel. On 17 June 2014, Neotel Pty. Ltd. (together with

all its shareholders) and Vodacom Proprietary Limit(Vodacom) submitted an application to the Independe

Communications Authority of South Africa (the Authori

for approval in respect of the proposed acquisition

Vodacom of the entire issued share capital of Neotel (t

application). The Authority has commenced with t

public consultation process alluded to above.

Investment in Tata Teleservices Limited

The Company was informed about the decision taken 25 April 2014 by the Board of Directors of NTT DoCoMInc. of Japan (NTT) to exercise the sale option in respeof Tata Teleservices Limited ( TTSL) shares under the termof a legal agreement and the option was required to exercised by 30 June 2014. Prevailing regulations perma company to acquire shares from a non-resident onlya valuation based on the prescribed method.

In terms of agreements entered into in 2008-09, tCompany was entitled to and had sold to NTT part of stake in TTSL at `116.09 per share resulting in a profit o346.65 crores in that year. According to the sale agreemethe Company, along with other selling shareholders TTSL, may be obligated to indemnify NTT against claimarising from the possible failure of certain representatioand from specified contingent liabilities. The amou

in the case of failure of certain representations is ndeterminable, while the Company is liable to pay up ` 39.86 crores towards specified contingent liabilitiWith NTT deciding to divest its entire shareholding TTSL and a buyer not being found for such shares, tCompany alongwith other selling shareholders of TTmay be obligated to acquire the entire stake from NTTthe higher of the fair value or ` 58.05 per share i.e. 50of the subscription purchase price subject to complianwith applicable laws and regulations. Should NTT decito divest its entire shareholding in TTSL at a lower pricthen, the Company along with other selling shareholdeof TTSL may be obligated to indemnify any loss bywof a monetary compensation equal to the differen

between such lower sale price and the price referred above subject to compliance with applicable exchancontrol regulations. Tata Sons Limited has informed tCompany that NTT has filed a request for arbitration wthe London Court of International Arbitration allegibreach by Tata Sons Limited of its obligations under tshareholders agreement. Tata Sons Limited has filits response to the said request for arbitration and hcommunicated the name of its nominee arbitrator. Pleasee Note No.36(a)(5) of standalone Notes to Accounts aNote No.40(a)(4) of the consolidated notes to accounts


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Compliance under the Companies Act 2013 (Act)and additional SEBI stipulations

The Act came into force substantially from 1 April2014. Also, SEBI in its master circular dated 17 April2014 notified additional requirements on corporategovernance which became effective from 1 October2014. These requirements substantially increase thecompliance requirements for companies.

As on the date of this Report, the Board comprised 11directors, out of whom three were independent. Asreported to the Indian stock exchanges, in February2002, when the Government of India (GoI) transferred

25% of its stake in the Company to the strategic partner, ashareholders agreement and a share purchase agreementwere signed. The said agreements, inter alia, set forth therights and obligations of the strategic partner and the GoIincluding appointment of directors on the Board of theCompany. The relevant clauses from the agreements wereincorporated in the articles of association of the Company.Under the articles of association and in accordance withthe agreements referred above, the Board is to compriseof 12 directors, four of whom must be independent. TheGoI and the strategic partner are entitled to recommendtwo independent directors each. The GoI has been inthe process of recommending the name of the other

independent director. The Company and the Board havebeen vigorously pursuing with the GoI to recommendthe name of one more independent director so as to fillin this vacancy. Until the recommendation is receivedfrom the GoI enabling the Board to appoint one moreindependent director, the Company will not be able to becompliant with Clause 49(IA)(ii) of the listing agreement.

As per the listing agreement, the Company is required

to send to the stock exchanges, consolidated annual

accounts within 60 days of the end of the financial year.

The Company was not able to file its annual accounts

with the stock exchanges within the stipulated time

as one of the foreign subsidiaries of the Company,

Neotel Pty. Ltd. and its associated companies were notable to finalize their audited accounts within that time.

Neotel continues to work with its auditors to resolve

the outstanding issues and hopes to be in a position to

finalize its audited financial statements. In compliance

with the SEBI circular dated 30 September 2013, the

Company has paid the specified fines imposed by the

stock exchanges for the delay in filing of annual accounts

with the stock exchanges. On 28 July 2015, rather than

further delaying the release of the consolidated financial

statements, the Company finalized its annual accounusing the management accounts for Neotel. For th

reason, the Companys statutory auditors have issu

a qualified audit report on the consolidated financ

statements.

PENDING MATTERS OF SIGNIFICANCE

Surplus Land

Under the terms of the share purchase and shareholde

agreements (SHA) signed between the Government

India (GoI) and the strategic partner (SP) atthe time

disinvestment, it was agreed that certain identified la

in the ownership of the Company would be demerg

into a separate company. It was further provided that

for any reason,the Company cannot hive off or demer

the said surplus land into a separate entity, alternat

courses that were also stipulated in the SHA would

explored. A draft scheme of demerger was presented

the Board in April 2005, which was forwarded to the G

with the Boards observations. The Board/manageme

have been exploring other alternatives also with t

GoI and SP. The GoI has informed the Company that

is willing neither to invest in any further equity of t

Company nor will it allow dilution of its stake in t

Company. This has resulted in the Company not beiable to avail of any non-debt funding through issue

equity since 2002. The Company has been regula

following up the matter with the GoI and has address

several communications and held several meetin

with both the GoI and SP highlighting the urgency f

resolution and also the need for non-debt funding.

accomplish demerger of the surplus land in accordan

with such scheme of demerger, the SP incorporat

Hemisphere Properties India Limited (HPIL) sometime

2005-06 to hold the surplus land as and when demerge

In March 2014, the GoI acquired 51.12%shares in HP

making it a Government company. It is understood ththe GoI will send its modifications to the draft scheme

arrangement of demerger of surplus land, which will

placed before the boards of the Company and HPIL.

Out of the total land purchased by the Compa

(then Videsh Sanchar Nigam Limited) in 1986 fro

the Government of India as the successor of Overse

Communications Service, 773.13 acres of land at differe

locations was initially identified as surplus land f

demerger as per the SHA.


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COMMUNICATIONS

As mentioned below in this report, land measuring ~2.6acres has been acquired in Greater Kailash - I, Delhi for

Delhi Metro Rail Corporation Limited (DMRC) for the

Delhi Metro work, out of which ~21% (i.e. ~0.54 acres)

falls within surplus land.

As reported earlier, 32.5 acres of land situated at Padianallur

was transferred in July 2009 to the VSNL Employees

Cooperative Housing Society, Chennai(society) as per the

order of the Honble Delhi High Court. As this land was

part of the identified surplus land, the SP has written to

the GoI to exclude the 32.5 acres of land so transferred to

the society, from the 773.13 acres mentioned in the SHA

as the land identified to be demerged.

The Company owns at Dighi, Kalas and other villages near

Pune 774 acre of land. Out of this land (Pune land), 524

acres were identified as surplus as per the SHA. In 1940,

approximately 94 acres out of the Pune land were given

to the Ministry of Defense on lease for duration of the war,

which land falls within the land identified as surplus land.

As then agreed, the Ministry of Defense had been paying

annual rent for occupying this land till 31 March 2006.

The Company has been following up with the Ministry

of Defense for release of rent due, since 1 April 2006. On

31 July 2010 the said Ministry of Defense informed that

the land in its possession was transferred to it in 2007 by

the Collector of Pune and therefore rent cannot be paid.

Ministry of Defense claims that the land was transferred

under the Pune Package Deal by the Government and

no compensation is payable. The Company continues

to pursue the matter with the Ministry of Defense for

compensation.

In view of the above, the quantum of surplus and

available for demerger has reduced. The book value of

the surplus land is `0.16 crores.

Premature Termination of Monopoly and

Compensation

As reported earlier, the GoI had allowed other playersinto the international long distance (ILD) business from1 April 2002, terminating the Companys exclusivity twoyears ahead of schedule. The GoI gave the Company acompensation package as per its communication dated 7September 2000; wherein the GoI also gave an assurancethat it would consider additional compensation, if foundnecessary, on a detailed review when undertaken.

However, vide its letter dated 18 January 2002, issued just

before the disinvestment of the Company, the GoI issua further dispensation and unilaterally declared that tconditions stated in its said letter of 18 January 2002 weto be treated as full and final settlement of every sortclaim against the premature ILD de-monopolisation. TCompany filed a claim in the Bombay High Court in 200The Bombay High Court, on 7 July 2010, ruled that it dnot have the jurisdiction to entertain this suit, in vieof the provisions of the Telecom Regulatory Authorof India Act, 1997 (TRAI). Since the Company holdsdifferent opinion, it has preferred an appeal beforedivision bench of the Bombay High Court on variogrounds including that the compensation granted w

in breach of promise from the GoI, acting as a polmaker and not as a licensor under the Indian TelegraAct; that the dispute did not relate to the provision telecommunication services as envisioned under tTRAI Act; and that the suit was not under, pursuato and consequent upon the license then granted the Company. The appeal for hearing admitted by tBombay High Court is yet to come up.

Delhi Metro Rail Corporation Limited (DMRC) Lan

Acquisition

In September 2013, DMRC conveyed that as part of t

Delhi Metro work, DMRC needs a piece of compan

land at Greater Kailash-I, New Delhi. This land parcmeasuring ~10489.18 sq metres (2.6 acres) also includ

approximately 21% (0.54 acres) surplus land. On 3 Janua

2014, TCL received an acquisition notice stating awa

announced by the land acquisition collector (LAC) on

December 2013, without giving any details of the awa

The Company received the certified copy of the awa

on 7 February 2014 as per which, the total compensati

determined by the LAC is ` 188,80,168/- based

indicative price fixed by Govt. of Delhi for agricultu

land. Aggrieved, the Company filed a reference petiti

for proper determination of the compensation with t

LAC based on commercial usage of land. Simultaneousthe Company also filed a writ petition with the De

High Court challenging the acquisition proceedin

On 24 April 2014, the High Court directed DMRC

deposit the sum of `247 crores with the Court Regist

which has since been deposited by DMRC. This amou

is approximately 80% of the estimated compensati

valuation for the acquired property. In the meantim

DMRC has commenced construction for the Delhi Met

work on the land. The writ petition as well as the referen

petition are pending for disposal.


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STATUTORY INFORMATION AND DISCLOSURES

Material Events after Balance-Sheet Date

There has been no material changes and commitmentsaffecting the financial position of the Company whichhave occurred between the end of the financial year2014-15 and the date of this report.

Deposits from Public

The Company has not accepted nor does it hold anypublic deposits.

Non-convertible Debentures (NCDs)

The Company had `210 crores of outstanding NCDs ason 31 March 2015. The trust deeds for the NCDs issuedby the Company will be available for inspection by themembers at the Companys registered office duringnormal working hours, 21 days before the date of the29th annual general meeting.

The Company redeemed `190 crores of long termsecured and `150 crores of unsecured debentures duringthe year 2014-15. All debentures issued by the Companywere rated AA+ by CARE.

Particulars of Employees

The provisions of Section 134 of the Act and theCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, require the Companyto provide certain details about the remuneration of theemployees.

According to the provisions of section 136(1) of the Act,the Directors Report being sent to the shareholders neednot include this information as annexure. The annexureregarding the Particulars of Employees under section134 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014,will be available for inspection by any member at theregistered office of the Company during working hours,

for 21 days before the date of the AGM.Conservation of Energy

The Company has taken a number of steps in improving

energy efficiency. More than 80% of the energy is

consumed by the data centres. The energy efficiency

in data centers in India is measured by PUE- Power

Utilization Effectiveness. Over the last 4 years, the PUE

has steadily come down from 2.2 to 1.7. The various

steps taken include adaptation and implementation

of new and improved technology for improving the

air conditioning efficiency and implementing efficieelectrical engineering for avoiding UPS energy a

power distribution losses.

The Company has also taken steps for utilising alterna

sources of energy through on-site solar power plants

installing energy conservation equipment. The Compa

is also in the process of co-building solar power plan

in Tamil Nadu to provide 140 M units of green power

April 2016.

Technology Absorption

The Company continues to use the latest technolog

for improving the productivity and quality of its servicand products. The Companys operations do not requ

significant import of technology.

Foreign Exchange Earnings and Outgo

For the purpose of Form C under the said rules, forei

exchange earnings were equivalent to ` 1,031.43 cror

and foreign exchange outgo was equivalent to ` 408.

crores.

Statutory Auditors Report

The consolidated financial statements of the Compa

have been prepared in accordance with AccountiStandard 21 on Consolidated Financial Statemen

Accounting Standard 23 on Accounting of Investmen

in Associates and Accounting Standard 27 on Financ

Reporting of Interest in Joint Ventures, issued by t

Council of The Institute of Chartered Accountants

India.

The auditors have given a qualified opinion on t

consolidated financial statements of the Company,

listed below:

As referred to in note 34 to the consolidated financ

statements, the consolidated financial statements inclu

the unaudited consolidated financial information ofsubsidiary and its Group consisting its subsidiary and

associate, pending resolution of certain matters resulti

from an inquiry into certain transactions undertaken

such subsidiary. Accordingly, the unaudited consolidat

financial information consisting of such subsidiary and

Group reflect total assets of `2,738.13 crores as at Mar

31 2015, total revenues of ` 2,140.25 crores and n

cash outflows amounting to `49.04 crores for the ye

then ended, as considered in the consolidated financ

statements, based on their unaudited consolidat


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1

from 6 October 2014 and 16 October 2014 respectively.The Board places on record its deep appreciation for their

contributions and guidance to the Company.

In accordance with the Act and the Rules madethereunder read with Schedule IV to the Act, as amendedfrom time to time, Ms. Renuka Ramnath was appointedby the Board as an additional director - independent,subject to shareholders approval. The appointment ofMs. Ramnath, who has submitted a declaration that shemeets the criteria for independence as provided in Section149(6) of the Act and who is eligible for appointment asan independent director, not liable to retire by rotation,

to hold the office for a period of 5 years from 8 December2014 till 7 December 2019, is being placed before theshareholders for approval at the ensuing annual generalmeeting.

In accordance with the provisions of the Act andthe Companys Articles of Association, Dr. AshokJhunjhunwala and Mr. N. Srinath retire by rotation at theensuing annual general meeting and being eligible, offerthemselves for reappointment.

Dr. Gopichand Katragadda who was appointed as anadditional director holds office only up to date of the thisannual general meeting and in respect of whom a noticeunder the provisions of Section 160 of the Act has been

received by the Company from a member signifyinghis intention to propose Dr. Gopichand Katragadda as acandidate for the office of director liable to retire by rotation.

Mr. Sanjay Baweja, resigned from the office of the ChiefFinancial Officer with effect from 2 November 2014 andMs. Pratibha K Advani joined as the Chief Financial Officerfrom 8 May 2015.

None of the Companys directors are disqualified frombeing appointed as a director as specified in Section 164of the Act. For details about the directors, please refer topoint 2 of the Report on Corporate Governance.

Declaration of Independent Directors

The independent directors have provided necessarydisclosures to the Company that they comply with all therequirements stipulated in Section 149(6) of the Act forbeing appointed as an independent director.

Particulars of contracts or arrangements with related

parties referred to in Section 188 of Act

There have been no materially significant related partytransactions between the Company and the directors,the management, the subsidiaries or the relatives exceptfor those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangemenwith related parties referred to in Section 188(1) alowith the justification for entering into such contract

arrangement in Form AOC-2 does not form part of t

report.

Number of Meetings of the Board

Six meetings of the Board were held during tyear. For details of the meetings, please refer to tcorporate governance report, which forms part this report.

Board Evaluation

The Board of Directors has carried out an annuevaluation of its own performance, of Board committeand individual directors pursuant to the provisions the Act and the corporate governance requiremenas prescribed by Securities and Exchange Board India (SEBI) under Clause 49 of the listing agreemen(Clause 49).

The performance of the Board was evaluated by tBoard after seeking inputs from all the directors on tbasis of the criteria such as the Board composition astructure, effectiveness of and contribution to Boaprocesses, adequacy, appropriateness and timelinessinformation and the Boards overall functioning, etc.

The performance of the committees was evaluated the Board after seeking inputs from the members the respective committees on the basis of the critesuch as the composition of committees, effectivenesscommittee meetings, etc.

The Board and the Nomination and RemuneratiCommittee (NRC) reviewed the performance of tindividual directors on the basis of the criteria such as tcontribution of the individual director to the Board acommittee meetings like preparedness on the issues be discussed, meaningful and constructive contributiand inputs in meetings, etc. In addition, the chairm

was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, tperformance of the non-independent directors, tBoard as a whole and of the chairman was evaluatetaking into account the views of executive directors anon-executive directors. The consensus on conclusiowas discussed in the Board meeting that followed tmeeting of the independent directors, at which tperformance of the Board, its committees and individudirectors was also discussed.


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Policy on Directors Appointment and Remunerationand Other Details

The Companys policy on directors appointment andremuneration and other matters provided in Section 178(3)of the Act has been disclosed in the Corporate Governance

report, which forms part of the Directors Report.

Audit Committee

The details pertaining to composition of the Audit

Committee are included in the Corporate Governance

Report, which forms part of this report.

Corporate Social Responsibility

The brief outline of the corporate social responsibility (CSR)

policy of the Company and the CSR initiatives undertaken

during the year are set out in Annexure I of this report in

the format prescribed in the Companies (Corporate Social

Responsibility Policy) Rules, 2014. The policy is available

on the website of the Company.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract

of annual return is given in Annexure II in the prescribed

Form MGT-9, which forms part of this report.

Particulars of Employees

The information required under Section 197 of the Act

read with rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are

given below:

a. The ratio of the remuneration of each director to

the median remuneration of the employees of

the Company for the nancial year 2014-15:

Non-Executive Directors Ratio tomedian

remuneration*

Mr. Subodh Bhargava 1.97

Mr. Srinath Narasimhan 0.58

Mr. Kishor Chaukar 1.18

Dr. Ashok Jhunjhunwala 0.72

Dr. U.B. Desai 1.76

Mr. Ajay Kumar Mittal# 0.78

Mr. Saurabh Tiwari# 0.43

Mr. Bharat Vasani 0.63

Non-Executive Directors Ratio tomedian

remuneratio

Ms. Renuka Ramnath (From 8 Dec

2014)

0.51

Dr. Gopichand Katragadda (From

26 March 2015)

NA

Mr. S. Ramadorai (Up to 6 October

2014) **

NA

Mr. Amal Ganguli (Up to 16

October 2014)

0.64

Executive Director

Mr. Vinod Kumar 35.63

* While calculating the ratio for non-executive directo

both commission and sitting fees paid have been tak

** Mr. Ramadorai has not received any remuneration fr

the Company for FY 2014-15.

# The Government directors have informed

Company that they shall not accept any sitting fees a

commission as their directorships are considered

part of their official duty.

b. The percentage increase in remuneration of ea

director, chief executive ofcer, chief nanc

ofcer, company secretary in the nancial year

Directors, Chief Executive

Ofcer, Chief Financial Ofcerand Company Secretary *

% increase i

remuneratioin the

nancial yea

Mr. Subodh Bhargava 43.3

Mr. Srinath Narasimhan 44.2

Mr. Kishor Chaukar 62.8

Dr. Ashok Jhunjhunwala 28.7

Dr. U.B. Desai 52.5

Mr. Ajay Kumar Mittal# N

Mr. Saurabh Tiwari# N

Mr. Bharat Vasani** 485.7

Ms. Renuka Ramnath (From 8 Dec

2014)

N

Dr. Gopichand Katragadda (From

26 March 2015)

N

Mr. S. Ramadorai (Up to 6

October 2014)

N


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2

Directors, Chief Executive

Ofcer, Chief Financial Ofcerand Company Secretary *

% increase in

remunerationin the

nancial year

Mr. Amal Ganguli (Up to 16

October 2014)

NA

Mr. Vinod Kumar, Managing

Director & Group CEO

26.89%

Mr. Satish Ranade, Company

Secretary

27.37%

Ms. Pratibha K Advani, Chief

Financial Officer (From 8 May 2015)

NA

Mr. Sanjay Baweja, Chief Financial

Officer (Up to 2 November 2014)

NA

* Directors and KMPs who have not been in the Company

for the entire financial year have not been considered

for the calculations.

# The Government Directors have informed the Company

that they shall not accept any Sitting Fees and

commission as their Directorships are considered to be

part of their official duty.

** Mr. Bharat Vasani joined the Board w.e.f 16 December

2013. Since he received remuneration only for a part of

the financial year 2013-14, the same is not comparable

with remuneration that he has received for financialyear 2014-15.

c. The percentage increase in the median

remuneration of employees in the nancial year:6.96%

d. The number of permanent employees on therolls of the Company: 3,531

e. The explanation on the relationship betweenaverage increase in remuneration and Company

performance:

On an average, employees received an annual

increase of 11.6%. The individual increments variedfrom 0% to 20%, based on individual performance.

The increase in remuneration is in line with the

market trends in the respective countries. In order

to ensure that remuneration reects Company

performance; the performance pay is also linked

to organization performance, apart from an

individuals performance.

f. Comparison of the remuneration of the keymanagerial personnel against the performance

of the Company:

Aggregate remuneration of key

managerial personnel (KMP) in

FY15 (`crores)

8.8

Revenue (`crores) 4319.3

Remuneration of KMPs

(as % of revenue)

0.20

Prot before Tax (PBT) (`crores) 1003.2

Remuneration of KMP

(as % of PBT)

0.88

g. Variations in the market capitalisation of t

Company, price earnings ratio as at the closindate of the current nancial year and previonancial year:

- Variations in the market capitalization of tcompany (31 March 2015 vs. 31 March 20137.4% increase in market capitalization.

- Variations price earnings ratio (31 March 20vs. 31 March 2014): 9,683.9% increase in prearnings ratio.

h. Percentage increase or decrease in the markquotations of the shares of the Company comparison to the rate at which the Compacame out with the last public offer:

Particulars March

31, 2015

Open

Offer

pricein April

2002

%

Chang

Market Price (BSE) 420.75 202 108.2

Market Price (NSE) 422.00 202 108.9

i. Average percentile increase already main the salaries of employees other than tmanagerial personnel in the last nancial yeand its comparison with the percentile increain the managerial remuneration and justicatithereof and point out if there are any exceptioncircumstances for increase in the managerremuneration:

The average annual increase was around 11.6However, during the course of the year, the toincrease is approximately 12.3%, after accounting fpromotions and other event based compensati

revisions. Increase in the managerial remunerati

for the year was 16.1%.


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COMMUNICATIONS

j. Comparison of each remuneration of the key managerial personnel against the performance of the Compan

Mr. Vinod Kumar,

ManagingDirector & Group

CEO*

Mr. Satish

Ranade,Company

Secretary

Ms. Pratibha

K Advani, CFO(From 8 May

2015)

Mr. Sanjay

Baweja, CFO (Uto 2 November

2014)

Remuneration in FY15 (`crores)

*Exclusion of retiral benefits

and leave encashment

3.72 1.45 NA 3.66

Revenue (`crores) 4319.35

Remuneration as % of Revenue 0.09% 0.03% NA 0.08%

Prot before Tax (PBT) (`crores) 1003.27

Remuneration (as % of PBT) 0.37% 0.14% NA 0.36%

* Mr. Vinod Kumar as a Chief Executive Officer of one of the Companys wholly-owned foreign subsidiaries, Tata Communicatio

Services (International) Pte. Ltd., has also received a remuneration of Rs.4.64 crores during the year from that subsidiary

k. The key parameters for any variable component

of remuneration availed of by the directors:

The members have, at the AGM of the Company

on 11 October 2011 approved payment of

commission to the non-executive directors within

the ceiling of 1% of the net prots of the Company

as computed under the applicable provisions. The

said commission is decided each year by the Board

of Directors and distributed amongst the non-

executive directors based on the Board evaluation

process taking into account their attendance and

contribution at the Board and certain committee

meetings, as well as the time spent on operational

matters other than at meetings.

l. The ratio of the remuneration of the highest paiddirector to that of the employees who are not

directors but receive remuneration in excess of

the highest paid director during the year: 0.97

m. Afrmation that the remuneration is as per the

remuneration policy of the Company:

The Company afrms that the remuneration is as

per the remuneration policy of the Company.

n. Particulars of Employees:

The statement containing particulars of employees

as required under Section 197(12) of the Act read

with Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014,

is provided in a separate annexure forming part of

this report. Further, the report and the accounts are

being sent to the members excluding the aforesaid

annexure. In terms of Section 136 of the Act, the sa

annexure is open for inspection at the Register

Ofce of the Company. Any shareholder interest

in obtaining a copy of the same may write to t

company secretary.

Corporate Governance

Pursuant to Clause 49 of the listing agreement w

the stock exchanges, the Management Discussi

and Analysis, Corporate Governance Report a

Auditors Certificate regarding compliance wconditions of corporate governance form p

of the Directors Report. Pursuant to Clause 55

the listing agreement with the stock exchang

business responsibility reports have been includ

elsewhere in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financ

controls and compliance systems established a

maintained by the Company, work perform

by the internal, statutory, cost and secretar

auditors and external consultant(s) and the revie

performed by management and the relevant Boa

committees, including the audit committee, t

Board is of the opinion that the Companys intern

financial controls were adequate and effect

during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of t

Act, the Board of Directors, to the best of th

knowledge and ability, confirm that:


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2

l In the preparation of the annual accounts, theapplicable accounting standards were followed

and there were no material departures;

l the directors had selected such accounting

policies and applied them consistently and

made judgments and estimates that are

reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company

at the end of the financial year and of the profit

and loss of the Company for that period;

l the directors had taken proper and sufficient

care for the maintenance of adequateaccounting records in accordance with the

provisions of this Act for safeguarding the

assets of the Company and for preventing and

detecting fraud and other irregularities;

l the directors had prepared the annual accounts

on a going concern basis;

l the directors have laid down internal financial

controls to be followed by the Company

and that such internal financial controls are

adequate and were operating effectively; and

l

The directors have devised proper systems toensure compliance with the provisions of all

applicable laws and that such systems were

adequate and operating effectively.

Awards & Recognitions

Gartners Magic Quadrant for Network Services, Global

- Tata Communications is positioned in the Leaders

Quadrant in this Magic Quadrant for the second year

in a row

Frost & Sullivan 2015 Best Practices Award - India ICT

Awards

- Enterprise Ethernet Provider of the Year

- Enterprise Data Service Provider of the Year

- Enterprise Telecom Service Provider of the Year -

Large Enterprise Segment

- Hosted Contact Centre Service Provider of the Year

Frost & Sullivan 2014 Asia Pacific ICT Award

- Data Communications Service Provider of the Year.

2014 Frost & Sullivan Best Practices Awards

- Asia Pacific UC as a Service Product Line Strate

Award

Frost & Sullivan 2014 India ICT Awards

- Enterprise Data Service Provider of the Year (six

year in a row)

- Audio Conferencing Service Provider of the Year

- Third Party Data Center Service Provider of the Ye

- Enterprise Ethernet Provider of the Year

Current Analysis (US-Based Global Analyst Firm)

- Global IP VPN Service, Priority Ethernet, Dedicat

Ethernet - rated as strong in the global data WA

segment

- Wholesale - rated as very strong in the glob

wholesale segment

- Global Enterprise - rated as very strong in t

global enterprise, business network and IT servic

segment

ACKNOWLEDGMENTS

The directors would like to thank each one of Ta

Communications customers, business associates aother stakeholders globally for their valuable contributi

to the Companys growth and success. The directors a

recognise and appreciate the passion and commitme

of all its employees around the world.

The directors are also grateful to the Companys oth

stakeholders and partners including its shareholde

promoters (strategic partner and the GoI), bankers a

others for their continued support.

On behalf of the Board of Directors

Subodh Bhargava

Chairman

Dated: 28 July 2015

Registered Office:

VSB, MG Road, Fort,

Mumbai - 400001.


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COMMUNICATIONS

1. A brief outline of the companys CSR policy,including overview of projects or programmesproposed to be undertaken and a reference tothe web-link to the CSR policy and projects orprogrammes:

Tata Communications believes that the primarypurpose of a business is to improve the quality of lifeof people and that a corporate entity exists to servethe society from where it sources its customers andother stakeholders. Hence, it is important to addressthe needs and concerns of the society in a proactivemanner. Tata Communications actively pursuesthe

triple bottom line reporting initiatives (i.e. economic,environmental and social bottom line) as part of itscommitment to being a good corporate citizen.

The projects undertaken are within the broadframework of Schedule VII of the Companies Act,2013. Tata Communications discharges its socialresponsibilities through assisting communities byactively implementing developmental projects inthe thrust areas of education, employability andentrepreneurship. Tata Communications activelycontributes towards its identified communitiesby implementing its CSR programmes through anintegrated approach to include drinking water,

hygiene/sanitation and digital literacy/inclusion.In line with its commitment to CSR and towardsthe community as a whole, Tata Communicationsmakes special efforts to include beneficiaries fromscheduled castes and scheduled tribes as well aswomen and girls.

The Companys CSR policy is available on theCompanys website at the following link:

http://www.tatacommunications.com/sites/defaultfiles/Tata%20Communications%20Limited%2-%2CSR%20Policy%2012%20February%202015.pdf

2. The composition of the CSR committee: TheCompany has a CSR committee of directors

comprising of Mr. Kishor A Chaukar, chairman ofthe Committee, Mr. Saurabh Tiwari, Ms. RenukaRamnath and Dr. Gopichand Katragadda.

3. Average net prot of the company for last threenancial years for the purpose of computationof CSR: ` 490.11 crores.

4. Prescribed CSR expenditure (two per cent of theamount as in item 3 above): `9.80 crores

5. Details of CSR spent during the nancial year:

a. Total amount to be spent for the nancialyear: `9.80 crores

Annexur

ANNUAL REPORT ON CSR ACTIVITIES

b. Amount unspent: `4.49 crores

c. Manner in which the amount spent durithe nancial year: Attached

6. In case the company has failed to spend the twper cent of the average net prot of the last thrnancial years or any part thereof, the compashall provide the reasons for not spending tamount in its Board report.

During the financial year 2014-15, the Compaworked on conceptualizing and developing CSR programme as per the guidelines prescribin CSR rules under the Companies Act 2013. this period, long-term CSR projects were initiatkeeping in mind the key focus areas of educatioemployability and entrepreneurship amongthe identified geographies of local and remoareas. The Company also carried out neeassessment surveys in the target geographies align the CSR projects with the requirements the communities. During the year, the Compahas setup its CSR governance, monitoring aevaluation mechanism, CSR processes for NGO apartners due diligence, project implementation aimpact reporting. The company collaborated wseveral reputed organizations to carry out lon

term strategic programmes with pre-determinoutcome indicators. Some of the large programmwhich the Company has undertaken under its Cprogramme are multi-year projects and henduring the financial year 2014-15, the Compawas not able to spend the entire two per cent of taverage net prots of the last three nancial years

7. A responsibility statement of the CSR committthat the implementation and monitoring of Cpolicy, is in compliance with CSR objectives apolicy of the Company.

We hereby declare that implementation amonitoring of the CSR policy are in compliance w

CSR objectives and policy of the Company.

Vinod Kumar Kishor A Chauka

Managing Director &

Group CEO

Chairman, Corporate Soci

Responsibility Committe

Mumbai28 July 2015


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2

Sr.

No.

CSR Project or Activity

Identified

Sector in which the project

is covered

Projects or programmes

(1) Local area or other

(2) Specify the

state or district

where projects or

programme was

undertaken

Amount Outlay

(budget)

project or

programme

wise

(`)

Amount Spent on

the projects or

programmes

Subheads:

(1) Direct Expenditure

(2) Overheads

(`)

Cumulative

Expenditure upto

the reporting

period

(`)

Amount spent

Direct or throug

implementing

agency

1 Providing sustainable

livelihoods through skills

training and placement

assistance to youth

Employment enhancing

vocational skills

Local-

Delhi, Mumbai, Pune,

Chennai

57,01,651 55,61,652 55,61,652 Through

implementing

agency

2 Providing sustainable

livelihoods training

to women from

underprivileged

communities

Employment enhan

tcl annual report 2014-2015

Documents