i. The Board's report is prepared in accordance with the
provisions of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and the
Companies Act, 2013 (the "Act") and forms part of the Annual Report for the year
ended March 31, 2024.
ii. Unless otherwise stated, the disclosure made in this report is for
the year ended March 31, 2024.
iii. The term "Company" or "Tejas" shall mean and
include "Tejas Networks Limited".
iv. The term "Panatone" (unless specifically stated as
"Panatone Finvest Limited") shall mean and collectively include "Panatone
Finvest Limited", "Akashastha Technologies Private Limited" and "Tata
Sons Private Limited".
v. The confirmations/ disclosures are based on the records and
information as made available to the Board of Directors, to the best of their knowledge
and belief and explanations obtained from the management.
Dear Shareholders,
The Board of Directors (the "Board") hereby submits the
report of the business and operations of the Company along with the audited financial
statements for the financial year ended March 31, 2024. The consolidated performance of
the Company and its Subsidiaries has been referred to wherever required.
1. Financial Performance
a. Results of our operations and state of affairs in ' crore
|
Standalone |
|
Consolidated |
|
Particulars |
FY 2024 |
FY 2023 |
FY 2024 |
FY 2023 |
Revenue from operations |
2,370.46 |
05 |
2,470.92 |
921.54 |
Other Income |
64.08 |
17 |
64.66 |
79.04 |
Total income |
2,434.54 |
948.22 |
2,535.58 |
1,000.58 |
Expenses |
|
|
|
|
Cost of materials consumed |
1,567.01 |
528.09 |
1,564.06 |
532.03 |
Purchases of stock in trade |
41.86 |
31.82 |
41.86 |
1 31.82 |
Changes in inventories of stock in trade, work in progress
and finished goods |
(24.17) |
(0.71) |
(20.82) |
(3.85) |
Employee benefit expense |
287.44 |
172.16 |
351.49 |
. 232.65 |
Finance costs |
35.08 |
5.20 |
47.92 |
15.20 |
Depreciation and amortization expense |
161.23 |
105.13 |
182.45 |
122.50 |
Allowance for expected credit loss |
17.76 |
(33.32) |
15.21 |
(32.97) |
Other expenses |
224.58 |
128.56 |
253.19 |
1 145.85 |
: lolal expenses |
2,310.79 |
936.93 |
2,435.36 |
1,043.23 |
i Pit)l'n/(Eoss) before tax |
123.75 |
1 11.29 |
100.22 |
(42.65) |
i Current tax expense/ (benefit) |
21.66 |
! - |
21.79 |
(0.32) |
Deferred tax expense/ (benefit) |
20.11 |
8.25 |
15.45 |
(5.92) |
iTotal tax expense |
41.77 |
25 |
37.24 |
(6.24) |
iProMl/(l.oss) after tax |
81.98 |
' 3.04 |
62.98 |
(36.41) |
Other comprehensive income/(loss) i |
|
|
|
|
Items that will not be reclassified to profit or loss |
(4.07) |
(2.92) |
(4.33) |
(3.15) |
Items that will be reclassified to profit or loss |
0.09 |
1 - |
0.15 |
0.73 |
Total comprehensive income/(loss) for the year |
78.00 |
0.12 |
58.80 |
(38.83) |
Retained earnings- opening balance |
(13.63) |
(13.75) |
(52.07) |
(12.51) |
Less: Items that will be reclassified to profit or loss |
0.09 |
- |
0.15 |
0.73 |
Retained earnings- closing balance |
64.28 |
(13.63) |
6.58 |
(52.07) |
Eamings/(Loss) per equity share |
|
|
|
|
|
Basic |
4.83 |
0.20 |
3.71 |
(2.46) |
|
|
|
|
(Diluted |
4.75 |
0.19 |
I 3.65 |
(2.46) |
b. Financial Position
|
Standalone |
Consolidated |
Particulars |
FY 2024 |
FY 2023 |
FY 2024 |
FY 2023 |
Bank balances and |
|
|
|
|
deposits with maturity up to three months |
156.62 |
78.98 |
192.55 |
85.39 |
Bank balances other than above |
|
|
|
|
(Current? |
92.11 |
652.06 |
109.35 |
656.42 |
(Deposits with remaining (maturity of more than (twelve
months |
- |
- |
4.91 |
- |
Deposits with original maturity of more than twelve months
but remaining maturity of less than twelve months |
- |
- |
- |
2.31 |
Investment in mutual funds |
333.71 |
262.24 |
333.71 |
262.24 |
Deposits with financial institutions disclosed under other
current financial assets |
- |
300.00 |
- |
300.00 |
Cash and cash equivalents including margin money |
582.44 |
1,293.28 |
640.52 |
1,306.36 |
(Net current assets? |
3,186.92 |
935.93 |
3,147.15 |
940.51 |
Property, plant and equipment? |
219.90 |
78.28 |
224.49 |
85.05 |
(Right-of-use assets |
127.75 |
42.89 |
127.80 |
44.29 |
(Intangible assets |
220.70 |
97.85 |
411.49 |
305.67 |
(Intangible assets under [development |
196.19 |
136.41 |
220.36 |
153.58 |
(Goodwill |
- |
- |
211.81 |
211.81 |
(Other non-current [assets? |
565.82 |
472.89 |
233.21 |
134.31 |
i lolal assets |
5,099.72 |
3,057.53 |
5,216.83 |
3,181.58 |
i Borrowings |
1,744.09 |
- |
1,744.09 |
- |
Non-current provisions |
13.13 |
2.03 |
14.03 |
2.12 |
Other non-current financial liabilities |
- |
- |
168.99 |
156.68 |
(Lease Liabilities |
140.19 |
48.23 |
140.23 |
49.82 |
(Total equity |
3,202.31 |
3,007.27 |
3,149.49 |
2,972.96 |
i lolal equity, noncurrent liabilities and borrowings |
5,099.72 |
3,057.53 |
5,216.83 |
3,181.58 |
Note:
(1) Deposits with original maturity of more than three months but less
than twelve months, balances with banks in unpaid dividend account & balances held as
margin money or security against fund and non-fund based banking arrangements.
(2) Current assets net of current liabilities as disclosed in balance
sheet excluding cash and cash equivalents, borrowings and lease liabilities.
(3) Includes Capital work-in-progress.
(4) Excluding bank balances considered as cash and cash equivalents.
FY24 was a landmark year for Tejas with the Company registering the
highest-ever annual net revenues in its corporate history of ' 2,471 crore. The Company
maintained its strong business momentum through unprecedented order wins in the wireline
and wireless equipment segments and ended the year with a closing order book of ' 8,221
crore. The Company also delivered strong financial performance in terms of operating
margins and profitability.
c. Consolidated Performance
The net revenues from operations on a consolidated basis grew by 168%
to ' 2,470.92 crore in FY 2024. The profit before tax was ' 100.22 crore (4.1% of net
revenue) as against loss of ' 42.65 crore (-4.6% of net revenue) in the previous year. The
net profit was ' 62.98 crore (2.5% of net revenue) as against loss of ' 36.41 crore (-4.0%
of net revenue) in the previous year.
d. Standalone Performance
The net revenues from operations on a standalone basis grew by 172% to
' 2,370.46 crore in FY 2024. The profit before tax was ' 123.75 crore (5.2% of net
revenue) as against ' 11.29 crore (1.3% of net revenue) in the previous year. The net
profit was ' 81.98 crore (3.5% of net revenue) as against ' 3.04 crore (0.3% of net
revenue) in the previous year.
e. Earnings Per Share
The basic earnings per share grew by 2,315.0% to ' 4.83 (previous year
' 0.20) at standalone level and by 250.8% to ' 3.71 (previous year ' -2.46) on
consolidated basis.
f. Liquidity
The Company maintains sufficient cash to meet the business requirements
and also to cover financial and business risks and to support future growth. The principal
sources of liquidity are cash and cash equivalents and the cash flow the Company generates
from the business.
The liquid assets of the Company as on March 31, 2024 is ' 582.44 crore
and ' 640.52 crore on a standalone and consolidated basis respectively. The cash and cash
equivalents include balance and deposits with banks, investment in mutual funds and
deposits with financial institutions. The details of these investments and deposits are
disclosed under the current investments, non-current and current financial
assets' section in the standalone and consolidated financial statements in this
Annual report.
g. Dividend
The Board of Directors periodically reviews the Company's ability
and necessity to distribute dividends to its Shareholders, with a view to preserve the
profitability and long term growth plans for the Company. While reviewing the necessity to
distribute dividend,
the Board of Directors takes into account various factors including
current and future earnings and cash flow projections, capital expenditure requirements
for current and future projects, contingencies, regulatory, economic factors while making
a determination to transfer retained earnings to reserves in entirety or partially for a
given year and consequently may recommend to distribute dividend up to 25% of the free
cash flow of the corresponding financial year, out of retained earnings, after taking into
account the relevant provisions of the Companies Act, 2013. The Board of Directors after
considering holistically the relevant circumstances and keeping in view the Company's
Dividend Distribution Policy has decided that it would be prudent, not to recommend any
dividend for the year under review. The Company had declared its maiden dividend during
the year ended March 31, 2019 and the details of unclaimed dividend as on March 31, 2024
is available on the Company's website at www.tejasnetworks.com/shareholders.php. The
Shareholder(s) who has a claim on such dividend are requested to contact our Registrar and
Share Transfer Agents, Link Intime India Private Limited at rnt.helpdesk@linkintime.co.in.
The Board has adopted a Dividend Distribution Policy which sets out the
parameters in determining the payment / distribution of dividend. The details of Dividend
Distribution Policy is available on the Company's website at
www.tejasnetworks.com/policies- codes.php.
h. Transfer to Reserves
The Board has decided to retain the entire amount of profits for FY
2024 in the profit and loss account and does not propose to transfer amounts to the
general reserve out of the amount available for appropriation.
i. Share Capital
During the year under review, there was an increase in paid-up equity
share capital, in view of the Company issuing and allotting 23,37,207 equity shares with a
face value of ' 10/- per equity share, consequent to exercise of Stock Options/ Restricted
Stock Units into equity shares of the Company by the eligible employees of the Company The
paid-up equity share capital stands at ' 170,70,80,600/- comprising of 17,07,08,060 equity
shares of ' 10/- each fully paid up as on March 31, 2024.
j. Particulars of loans, Guarantees and Investments by the Company
The Company makes investments or extends loans/ guarantees to its
Subsidiaries for their business purposes as and when required by them for its emergent
business requirements. The details of loans, guarantees and investments covered under
Section 186 of the Act along with the purpose for which such loan or guarantee were
utilized forms part of the Notes to standalone financial statements attached to this
Annual report.
k. Management Discussion and Analysis
The matters pertaining to industry structure and developments,
opportunities and threats, segment-wise/team-wise performance, outlook, risks and
concerns, internal control systems and adequacy, discussion on financial and operational
performance are detailed in the Report. The Management Discussion and Analysis report for
the year under review and as stipulated under the Listing Regulations is presented in a
separate section, forming part of the Annual Report.
2. Subsidiaries, Joint Ventures and Associate Companies
Tejas in accordance with Section 129(3) of the Act prepared
Consolidated Financial Statements of the Company and all its Subsidiaries which forms part
of the Report. Further, the report on the performance and financial position of each
Subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1
is annexed to this report as Annexure - 1. The financial statements, including the
consolidated financial statements and related information of the Company and financial
statements of the subsidiary companies are available on our website at
https://wwwtejasnetworks.com/financial-information-subsidiaries.php. The policy for
determining material' Subsidiaries is disclosed in https://www.
tejasnetworks.com/policies-codes.php.
Tejas Communication Pte. Limited
Saankhya Labs Private Limited
Saankhya Strategic Electronics Private Limited Saankhya Labs Inc.
Tejas Communications (Nigeria) Limited Tejas Communication Pte. Limited
Tejas Communication Pte. Limited ("Tejas Communication") set
up in the year 2001 is a wholly owned subsidiary of Tejas and is a private company limited
by shares, incorporated under the Companies Act, Singapore and domiciled in Singapore with
its principal activities are those of designing and selling of networking equipment and
software. Tejas Communications has two branch offices in Malaysia and South Africa.
Saankhya Labs Private Limited
Saankhya Labs Private Limited ("Saankhya") (CIN:
U72200KA2006PTC041339) is a majority owned and controlled subsidiary of Tejas and is
registered under Companies Act, 1956 having its Registered Office in Bengaluru, Karnataka.
Tejas holds 64.40% of its total capital.
Saankhya is engaged in the business of wireless communication products
for telecom, satcom and broadcast industries. Its focus areas includes wireless
semiconductor, telecom infrastructure, Software Defined Radio, and Cognitive Radio
technologies.
Tejas acquired 62,51,496 equity shares in Saankhya as agreed in the
Share Purchase Agreement with Saankhya dated March 30, 2022 at a price of ' 454.19 per
equity share amounting to consideration of ' 283.94 crore, working out to 64.40% of the
equity share capital of Saankhya, on a fully diluted basis. On July 08, 2022, Saankhya has
acquired 100% shareholding in Saankhya Strategic Electronics Private Limited. Consequent
to such acquisition Saankhya and Saankhya Strategic Electronics Private Limited have
become subsidiary and a step-down subsidiary of the Company with effect from July 01, 2022
and July 08, 2022 respectively.
Saankhya Strategic Electronics Private Limited
Saankhya Strategic Electronics Private Limited ("SSE") (CIN:
U72900KA2020PTC136822) is a wholly owned subsidiary of
Saankhya and a step-down subsidiary of Tejas. SSE was incorporated
under the Companies Act, 2013 and having its Registered Office in Bengaluru, Karnataka.
SSE was set up with the objective of developing, maintaining and
servicing all types of communication systems, electronic products, semiconductor
integrated circuits/ chips, micro controllers, digital signal processors, processing
algorithms, embedded software and related hardware and software.
On July 08, 2022, Saankhya has acquired 100% shareholding in SSE.
Consequent to such acquisition SSE has become wholly owned subsidiary of Saankhya and
step-down subsidiary of Tejas.
Saankhya Labs Inc.
Saankhya Labs Inc. was incorporated in 2012 and domiciled in United
States of America and has its office at California, USA. Saankhya Labs Inc. is a wholly
owned subsidiary of Saankhya and step-down subsidiary of Tejas.
Saankhya Labs Inc. was incorporated with the main object of developing,
maintaining, and servicing all types of communication systems, electronic products,
semiconductor integrated circuits/ chips, micro controllers, digital signal processors,
processing algorithms, embedded software and related hardware and software.
Tejas Communications (Nigeria) Limited
Tejas Communications (Nigeria) Limited ("Tejas Nigeria") set
up in the year 2015 is a wholly owned subsidiary of Tejas Communication and a step-down
subsidiary of Tejas incorporated under the Companies and Allied Matters Act, 1990 of
Nigeria. Its principal activities are importing, marketing, distributing, supplying and
dealing in different kind of networking equipments.
3. Key developments
a. Largest ever project (~? 7,600 crore) for supply, support and annual
maintenance services of Radio Access Equipment for 100,000 cell-sites for BSNLs Pan India
4G/5G networkTejas executed with Tata Consultancy Services Limited (the "TCS"),
a related party of the Company, the Master Contract towards supply, support and annual
maintenance services for Radio Access Network equipment for BSNLs Pan-India 4G/5G network.
As a part of this contract, the Company received as on March 31, 2024, Purchase Orders for
an amount of ' 7,600 crore (excluding GST) from TCS towards supply of 4G/5G RAN equipment
for approximately 100,000 sites.
b. Single largest wireline equipment order of ' 696 crore for execution
of Pan-India Router Network for BSNL
Tejas won the single largest wireline equipment order of ' 696 crore
for supply, installation and commissioning of over 13,000 state-of-the-art access and
aggregation routers for BSNLs nationwide IP/MPLS based Access and Aggregation Network
(MAAN). The objective is to create a unified, flexible and scalable IP/MPLS network that
will cater to growing data traffic from its full-range of services, including mobile
(2G/3G/4G/5G), fiber broadband, WiFi, Voice over IP and enterprise data services.
c. Commissioning of FibreConnect's optical network in
ItalyFibreConnect, an innovative wholesale telecom infrastructure developer in Italy,
successfully launched its broadband services in the country using Tejas's
state-of-the-art telecom and networking products. Tejas is the sole supplier of optical
networking andbroadband access products for FibreConnect's country-wide FTTP
(fiber-to-the-premise) rollout, ranging from DWDM/PTN/OTN for Core to xPON and Ethernet
for Access.
d. Strategic Partnership with Telecom Egypt
Tejas signed a Memorandum of Understanding (MoU) with Telecom Egypt
(TE), ITIDA (Information Technology Industry Development Agency) and NTI (National Telecom
Institute) to replicate its experience of implementing Bharatnet (Rural Broadband Project)
and NKN (National Knowledge Network) projects in Egypt. Other broad areas of cooperation
include capacity building of Egyptian engineers and technicians on state-of-the-art
telecom and networking technologies, establishing local manufacturing and R&D
facilities for Fiber-to-theHome (FTTH) products, and setting up technical support services
in Egypt both for customers within the country as well as for the larger Africa and Middle
East region.
e. Amalgamation of Saankhya Labs Private Limited and Saankhya Strategic
Electronics Private Limited
The Board of Directors of the Company, at its meeting held on September
29, 2022, approved the draft Scheme of Amalgamation (the "Scheme") of Saankhya
and SSE (Transferor Companies) with the Company and the respective Stakeholders. On
September 30, 2022, the Company filed the Scheme with the National Stock Exchange of India
Limited and BSE Limited and on July 6, 2023 both the Stock Exchanges have conveyed their
"No Objection" to the Scheme.
Further, on July 27, 2023, the Company has filed the merger application
under Section 230 and 232 of the Companies Act, 2013 with National Company Law Tribunal
(NCLT) Bengaluru, for the merger of Transferor Companies with the Company. Pursuant to an
order dated December 7, 2023, the Hon'ble National Company Law Tribunal, Bengaluru Bench
had directed the Company to hold separate meetings of the Equity Shareholders and
Unsecured Creditors of the Company for purpose of considering and approving the Scheme of
Amalgamation. The meeting of the Equity Shareholders and Unsecured Creditors of the
Company was held on February 9, 2024 and the resolution approving the Scheme was passed
with requisite majority by the Equity Shareholders and Unsecured Creditors of the Company.
The Scheme is subject to receipt of necessary approvals from NCLT and
such authorities as may be required. Till such time, the Transferor Companies will
continue to operate as majority-owned Subsidiaries of Tejas Networks Limited.
The application for sanctioning the Scheme of amalgamation as filed
with National Company Law Tribunal, Bengaluru provides for:
The merger of Saankhya and its wholly owned subsidiary SSE with
Tejas, and dissolution of Saankhya and SSE without winding up.
The appointed date of the Scheme is July 1, 2022.
On the Scheme becoming effective and in consideration of the
amalgamation of Saankhya and SSE with the Company, Tejas shall issue and allot for every
100 equity shares of ' 10/- each held in Saankhya, 112 equity shares of ' 10/- each as
fully paid-up to each Shareholder of Saankhya, whose name is recorded in the Register of
Members as on the effective date.
SSE, a wholly owned subsidiary of Saankhya, which will
amalgamate with Tejas pursuant to this Scheme and no consideration will be issued for the
amalgamation of SSE with Tejas.
The said shares so issued and allotted as part of the Scheme of
amalgamation would be listed on the BSE Limited and the National Stock Exchange of India
Limited.
f. Production linked Incentive for Telecom and Networking Products
Tejas received ' 32.66 crore as incentives for the fiscal year
2022-2023 under the Production-Linked Incentive Scheme (PLI) for Telecom and Networking
Products. The Company is eligible to receive design-linked PLI incentives for five years,
starting with fiscal year 2022-2023, on meeting the minimum cumulative investment of ' 750
crore committed during the PLI scheme period. As per the scheme guidelines, the quantum of
incentives in each year will be a proportion of the Company's incremental net sales
of the approved products under the PLI scheme generated in that year over the net eligible
sales done in the baseline year (2019-2020).
g. Receipt of purchase order from NewSpace India Limited
Saankhya received a purchase order for ' 96.42 crore (excluding GST)
from NewSpace India Limited (NSIL) (a CPSE under Dept. of Space, Govt. of India) for
supply, installation and commissioning of MSS Terminals (Xponders) for vessel
communication and support system in marine fishing vessels for monitoring, control and
surveillance (MCS) and also supply, Installation and commissioning of MSS Terminals
(Xponders) for vessel communication and support system in marine fishing vessels for
monitoring, control and surveillance (MCS).
h. Receipt of approval under Semiconductor Design Linked Incentive
scheme for 5G Telecom infrastructure from the Ministry of Electronics and Information
Technology, Government of India
Saankhya received approval under Semiconductor Design Linked Incentive
(DLI) scheme for the development of a System-on-Chip for 5G Telecom infrastructure from
the Ministry of Electronics and Information Technology, Government of India. (MeitY). The
Design Linked Incentive Scheme offers financial incentives as well as design
infrastructure support across various stages of development and deployment of
semiconductor design for Integrated Circuits , Chipsets, System on Chips , Systems and IP
Cores. Saankhya's application for development of SoC was evaluated by the Centre for
Development of Advanced Computing on behalf of MeitY and granted approval for
reimbursement on completion of development milestones.
4. Driving Supply Chain Digitization: Three SAP Projects Empowering
Sustainability
In today's world, sustainability and efficiency have become critical
factors in supply chain management. To achieve these goals, digital transformation has
become the cornerstone. Tejas is implementing three pivotal projects - SAP S/4HANA
transformation, SAP Ariba Strategic Sourcing & Contracting (SCC) and SAP Manufacturing
Execution System (MES) - that are instrumental in driving supply chain digitization.
SAP S/4HANA Transformation: The migration to the SAP S/4HANA
platform has transformed our supply chain operations. This next-generation ERP platform
will streamline our processes, provide us with real-time visibility, and improve our
agility. By integrating data and advanced analytics capabilities, SAP S/4HANA enables us
to make data-driven decisions, optimize inventory levels, and mitigate risks efficiently.
Moreover, the platform's robust sustainability features empower us to monitor and reduce
our carbon footprint, contributing to our environmental stewardship goals.
SAP Ariba Strategic Sourcing & Contracting (SCC): The SAP
Ariba SCC will transform our strategic sourcing and contracting processes. This
cloud-based solution gives us end-to-end visibility and control over the procurement
lifecycle, from supplier discovery to contract management. We can identify sustainable
suppliers, negotiate favorable terms, and ensure compliance with environmental regulations
through AI-driven insights and supplier collaboration tools. Our commitment to ethical
sourcing and responsible supply chain management will be further strengthened through
strategic partnerships and transparent contracting practices facilitated by SAP Ariba SCC.
SAP Manufacturing Execution System (MES): The implementation of
SAP MES is going to empower us to optimize production processes while minimizing
environmental impact. By digitizing shop floor operations and integrating with our ERP
system, SAP MES will enable real-time monitoring of manufacturing activities, resource
utilization, and quality control. This end-to-end visibility enhances operational
efficiency and facilitates proactive decision-making to reduce waste and energy
consumption. Data-driven insights provided by SAP MES allow us to continuously improve our
manufacturing practices, aligning with our sustainability objectives and promoting
circular economy principles.
These three projects exemplify our dedication to supply chain
digitization and sustainability. By embracing innovative technologies and best practices,
we are driving operational excellence, minimizing environmental footprint, and fostering
long-term resilience across our supply chain. As we continue on our journey towards
sustainability, these initiatives serve as pillars of our commitment to creating value for
both our business and society at large.
5. Quality Initiatives
At Tejas, quality is a core pillar of our culture, emphasized
throughout the design and manufacturing processes of our high-performance, cost-efficient
networking products.
Our robust in-house design, development, and testing infrastructure
ensures meticulous quality management, resulting in products that deliver over 99.99%
uptime in the field. Our unique Quality Model emphasizes supplier selection, incoming
material inspection, inprocess and product quality audits, and reliability testing. We are
proud to have received ANSI ESD 20.20 certification for our production sites, TL9000 and
ISO9001 certifications for our quality management system, ISO 14001 for our environmental
management system, and ISO 27001 for our information security management system.
Our products undergo rigorous testing and certification by globally
recognized bodies such as TUV Rheinland and Underwriters Laboratories and various
government agencies. They have received international approvals under standards including
MEF, CEmarking, UL Mark, cTUVus mark, FCC, ICES, and safety standards
IEC60950-1/IEC62368-1. Additionally, our products hold
country-specific certifications from the US, Canada, the EU, Mexico,
Brazil, Malaysia, the Russian Federation, and numerous African countries. We adhere to
European Union directives on environmental protection, such as RoHS, REACH, and WEEE.
Our products are evaluated for Criteria certification (ISO15408) by
STQC, Ministry of Electronics & Information Technology (MeitY), Government of India,
ensuring global recognition for product security compliance. They also undergo
Vulnerability Assessment and Penetration Testing (VAPT) Certification by STPI, a
Government of India body. Furthermore, we have received Type-approval and
Interface-approval Certificates from the Telecommunication Engineering Centre for our
Optical Networking Products in India.
6. Stakeholders Engagement and Relations
At Tejas, aligning with Stakeholders' expectations, needs, and
aspirations is at the core of the Company's purpose. Tejas firmly believes that
understanding its Stakeholder is imperative to building trust while responding to the
opportunities and challenges created by the market. Tejas Stakeholder engagement framework
outlines an approach to engage and work with our Stakeholders and is applicable to all our
operating entities and functions across the corporate and regional levels.
At Tejas, the Stakeholders engagement process involves:
Stakeholders identification and prioritization - The
Stakeholder identification is based on a strategic understanding of
Stakeholder groups that are impacted by Tejas and have an influence on Tejas value
creation.
Stakeholders engagement - Tejas has developed customized
Stakeholder engagement strategies to engage all its Stakeholders based on their importance
and impact.
Understanding Stakeholders concerns - Tejas effective
Stakeholder engagement enables its Stakeholders to raise their concerns relevant to the
business which are then addressed in a timely and dedicated manner.
Developing strategic response - Tejas develops strategic action
plans to align its Stakeholder expectations with its business.
The primary focus of our framework is to
Engage with every Stakeholder group and build a positive
relationship with them, facilitate our ability to understand Stakeholder concerns and
interests, and incorporate them into our processes and activities.
Improve the communication and engage with our Stakeholders,
including enhancing the clarity, accessibility, relevance, and timeliness of our
communication throughout our engagement processes.
Continue enhancing Stakeholders' trust and confidence in
our processes, decisions, and activities.
The Company believes an effective Stakeholder engagement is paramount
to its growth and continuity of its business and towards this objective, the Company
follows the emerging best practices in Stakeholders engagement and relations and in
building a relationship of mutual understanding. The Company engages with its Stakeholders
through various forums to understand their needs, expectations and concerns. This enables
the Company to further strengthen its relationship with the Stakeholders and create a
value-creation model where everybody wins.
The key Stakeholders of the Company are
Customers/ Clients - The Company offers its Customers/ Clients
superior product solutions thereby providing superior customer experience which leads the
growth and transformation and engages with them through regular interactions either in
person or through digital and social, mass medias and also through other channels
available for raising queries and grievances with adequate care in ensuring data privacy
and protection. This ensures right selling of products with focus on improving process,
efficiency, reducing customer effort and leveraging technology to enhance customer
experience and improve response time.
Shareholders/ Investors - The Company engages with the
Shareholders/ Investor through general meetings, periodic e-mails, conference calls,
analyst day and conferences with a view to create Shareholder value, strategy sharing and
disclosure of non-financial metrics and also highlighting transparency, governance and
ethical and compliance practices followed with full transparency. The Company holds
regular interactions with investors through multiple channels of communication such as
result announcements, annual report, media releases, updating the information on
Company's website, etc. The Company ensures that critical information about the
Company is available to all the investors by uploading all such information at the
Company's website under the Investors section and also sends regular email updates to
analysts and investors on upcoming events like earnings calls, declaration of quarterly
and annual earnings with financial statements.
Employees - The Company provides competitive remuneration,
growth opportunities, well-being at work to its employees and training and development
programs for career progression. The Company strictly follows the policy of
non-discrimination and equal employment opportunities so that employees feel that they are
treated in fair and equitable manner. The Company continuously engages across its
Employees by periodic communication meetings anchored by senior leaders and also for
grievances matters which in turn makes employees to align with the organization goals and
drives the synergy of "Team Culture". The Company enables work culture with
opportunities for growth and learning and also experimentation.
Regulators - The Company engages with the Regulators through
periodic meetings, e-mails, letters etc. and also participates in various forums and
meetings. This develops a compliance culture and continuous adherence to regulations and
directives with set standards and policies backed by a well-defined processes and
technology of the Company The Compliance culture is driven by the organizational
leadership with a dedicated team for communicating in a transparent manner with regulators
and responding in a time-bound manner.
Society - The Company engages with the Society on social
development schemes through Corporate Social Responsibility initiatives. The initiatives
and practices cover various activities in the field of education, healthcare and
communities, ecology and environment, etc. with focus on livelihoods, social and
environmental issues and also partnering with Industry-academia for developing skills for
the telecom sector.
7. Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, research and development, foreign exchange earnings and outgo as required to
be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given as Annexure - 2 in the Board's Report.
8. Business Continuity Management
Tejas and its Subsidiaries have well-documented Business Continuity
Management Programme which has been designed to ensure continuity of critical processes
during any disruption and frequent lockdowns tested the Business Continuity Plan of the
Company and its Subsidiaries. Nevertheless, the Company and its Subsidiaries continued to
operate in line with the procedures outlined in its Business Continuity Plan, test it
periodically to ensure readiness at any given point of time in the interest of various
Stakeholders like employees, customers, partners, distributors, etc. within the overall
regulatory requirements and guidelines. As a result, the Company and its Subsidiaries are
able to continue to operate and serve customers while taking care of the health and safety
of their employees.
9. Human Resource
Tejas commenced the year under review with a robust hiring strategy,
resulting in a total of approximately 1843 full-time employees, marking a significant 40%
increase from the previous year. Notably, Tejas significantly strengthened its leadership
bench-strength with 23 senior hires especially in R&D. In alignment with the
commitment to talent development, the Company welcomed 187 engineering campus recruits
through a tailored internship program across six distinct technology tracks. The Company
further scaled up its supply chain people requirements, showcasing its agility in adapting
to challenging business deliveries. The Company is particularly proud to report a
substantial drop in overall attrition rates, with a drop to 6.6% for full-time employees
and an impressive 6.4% for our R&D team. This achievement underscores the Company
dedication to fostering a conducive and rewarding work environment for all its employees.
Additionally, Tejas collaboration with the Tata ecosystem has allowed
the Company to advance initiatives focused on corporate social responsibility,
sustainability, ethics, sports and learning - further enhancing its corporate citizenship.
Some of the activities that saw significant participation included volunteering for a
renowned NGO in the nutrition space and active participation in Tata group forums across
Bengaluru.
In addition, Tejas focused on compliance awareness across the
organization with specific trainings on prevention of sexual harassment, business
responsibility and sustainability and the Tata code of conduct. The Company invested in
leadership development by customized training inputs for a cross-section of seasoned and
new leaders.
Tejas holistic wellness program, introduced for the well-being of its
employees, has been met with positive feedback, reflecting our unwavering dedication to
employee welfare. With a dedicated HR team comprising 30 skilled professionals, the
Company continue to drive engagement and satisfaction among its workforce, evident from
our commendable 4+ rating on most company review websites.
As one of the leading Indian product companies in the networking space,
now under the Tata umbrella, Tejas is poised to enhance its talent attractiveness.
In conclusion, FY 2024 has been a year of remarkable people and
business achievements for Tejas Networks, reaffirming our commitment to sustainable growth
and excellence in the telecommunications and networking industry.
a. Particulars of Employees
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014 is annexed to the Report as Annexure-6.
Statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of limits prescribed under Section 197 (12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as a separate Annexure forming part
of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts
are being sent to the Shareholders, excluding the aforesaid Annexure. The said statement
is also open for inspection by the Shareholders through electronic mode.
The statements required under Section 197(12) read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended, form part of this report and will be made available to any Shareholder(s) on
request.
b. Employee Stock Options (ESOP) / Restricted Stock Units (RSU)
Employee Stock Options have been recognized as an effective instrument
to attract talent and align the interest of employees with that of the Company, providing
an opportunity to the employees to share in the growth of the Company and to create long
term wealth in the hands of employees, thereby acting as a retention tool.
The Company had formulated the following ESOP / RSU Schemes which are
in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
for the employees of the Company and its Subsidiaries.
i. Tejas Networks Limited Employees Stock Option Plan - 2014
("ESOP Plan 2014");
ii. Tejas Networks Limited Employees Stock Option Plan - 2014-A
("ESOP Plan 2014 - A");
iii. Tejas Networks Limited Employees Stock Option Plan - 2016
("ESOP Plan 2016");
iv. Tejas Restricted Stock Unit Plan 2017 (RSU Plan 2017);
v. Tejas Restricted Stock Unit Plan 2022 (RSU Plan 2022). During the
year under review, on the recommendations of the Nomination and Remuneration Committee,
the Board granted 11,31,092 Restricted Stock Units to Employees of Tejas and its
Subsidiaries under the RSU Plan 2017 and RSU Plan 2022.
The details of the ESOP / RSU Plans as required under the applicable
provisions of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 is provided in Annexure - 5 which forms part of the Board's Report. The
disclosure information as required under the SEBI (SBEB) Regulations is available on the
Company's website at www.tejasnetworks.com/disclosures.php. The disclosure in the
form of a certificate from the Secretarial Auditors on the implementation of the ESOP/RSU
Schemes is available on the Company's website at wwwtejasnetworks.com/
disclosures.php.
c. Prevention of Sexual Harassment
The constant endeavor of the Company is to create a secure and safe
work environment for everyone in the Company. The Company has zero tolerance towards
sexual harassment at the workplace. The Company has adopted a Policy on prevention of
sexual harassment at workplace in line with the Provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. All employees (permanent, contractual, temporary, trainees) as defined under
the Act are covered in this Policy. The POSH Policy is gender inclusive and the framework
ensures complete anonymity and confidentiality and the POSH policy is available on the
intranet portal for employees to access and refer when required.
The Company has constituted Internal Committee on Prevention of Sexual
Harassment as required under the Provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee is headed by an
Independent person and with majority of members constituting women members who holds
senior postion in organization working closely with the Board Committee and obtain inputs
and feedback for improvement from time to time.
The Company expects all its employees to act in accordance with the
highest professional and ethical standards and in this regard, expectations around
compliance are communicated to the employees through multiple channels. The Company as an
equal opportunity employer seeks to ensure that the workplace is free of any kind of
harassment or inappropriate behavior. Comprehensive policies and procedures have been laid
down to create an environment where there is respect and dignity in every engagement.
The following are the summary of the complaints received and disposed
off during FY 2024:
No of Complaints of sexual harassment received in the year
No of Complaints disposed off during the year 1
No of cases pending as on March 31, 2024 Nil
d. Industrial and Employee Relations
Tejas's focuses on propagating proactive and employee centric
practices. The transformational work culture initiative that aims to create an engaged
workforce with an innovative, productive and a competitive shop-floor ecosystem which
continues to grow in strength.The Employee Relations Council is dedicated towards building
a positive work culture and leads the design and implementation of the programs and
reviews its progress. With the objective of capability building, developing future ready
workforce and fostering togetherness at the workplace, the Company implements multiple
training and engagement programs on an ongoing basis. These include various behavioral and
functional programs such as continuous improvement, decision making, learning agility and
programs on skill building etc. To enable self-paced learning, Learning Management System
(LMS) on digital platform for associates has been helping immensely during this fast paced
work environment.
At Tejas academy, a holistic approach to enhance the skill and
capabilities of the associates, is receiving good participation across manufacturing
facilities. This year emphasis was also laid towards raising awareness on health and
wellness of employees in additionto regular annual medical check-ups. Proactive and
employee-centric practices, a focus on transparent communication of business goals, an
effective concern resolution mechanism, and a firm belief that employees are the most
valuable assets of the Company, are the cornerstone of Company's employee relations
approach. An open door policy' with constant dialogue to create win-win
situations have helped your Company build trust and harmony. The sustained efforts towards
building a transformational work culture resulted in zero production loss for FY 2024 and
helped create a collaborative, healthy and productive work environment.
10. Directors, Key Managerial Personnel and Senior Management Personnel
During the year under review, the following appointments,
re-appointments and resignations were made to in the Board of Directors, Key Managerial
Personnel and Senior Management of the Company.
a. Appointments/ Inductions to the Board
The approval by the Shareholders in their 23rd Annual General
Meeting held on June 20, 2023 for the appointment of Alice G Vaidyan (DIN: 07394437), as a
Non-Executive, Independent Director (not liable to retire by rotation) of the Company for
a period of 5 years from March 29, 2023 till March 28, 2028.
The approval by the Shareholders in their 23rd Annual General
Meeting and by the Central Government for the appointment of Anand Athreya (DIN: 10118880)
for a period of 5 years as Managing Director and CEO (designate) from April 21, 2023 to
June 20, 2023 and as Managing Director and CEO from June 21, 2023 to April 20, 2028.
b. Re-appointment to the Board
The Shareholders have approved by way of postal ballot, the
appointment of Arnob Roy (DIN: 03176672) as Executive Director and Chief Operating Officer
for a period of five (5) years with effect from March 25, 2024 to March 24, 2029 or the
date of superannuation as per the superannuation policy for the Directors of the Company,
whichever is earlier including remuneration payable.
The Board in its meeting held on April 22, 2024, based on the
recommendation of the Nomination and Remuneration Committee, recommended to the
Shareholders to consider re-appointment of Arnob Roy (DIN: 03176672) as Director liable to
retire by rotation in terms of provisions of the Act at the ensuing Annual General Meeting
of the Company. The necessary resolution seeking the approval of the Shareholders to
re-appoint Arnob Roy forms part of the Notice of the Annual General Meeting.
The brief particulars and expertise of Arnob Roy seeking re-appointment
together with their other Directorships and Committee Memberships have been given in the
annexure to the Notice of the AGM in accordance with the requirements of the Listing
Regulations and Secretarial Standards.
c. Retirement from the Board
Sanjay Nayak (DIN: 01049871), has voluntarily retired from the
services of the Company from his role as Managing Director and CEO with effect from
closing of business hours and also on the closing of 23rd Annual General Meeting on June
20, 2023 to pursue other personal interests. Consequently, he ceased to be Member of
Stakeholders Relationship Commitee and Corporate Social Responsibilty Commitee of the
Board.
Chandrashekhar Bhaskar Bhave, Independent Director (DIN:
00059856) retired from the Directorship after completion of his first term of five years
as an Independent Director of the Company with effect from closing of business hours of
March 24, 2024 and has decided not to seek re-appointment, though eligible, for a second
term as Independent Director of the Company on account of personal reasons. Consequently,
he ceased to be the Chairman of the Audit Committee and as a Member of the Nomination and
Remuneration Committee and Risk Management Committee of the Board.
The Board and the Management places on record their sincere
appreciation for the invaluable contributions to the Company's success and the
assistance and guidance provided by Sanjay Nayak and Chandrashekhar Bhaskar Bhave during
their tenure as Members of the Board/ Committees of the Company.
d. Resignation from the Board
A S Lakshminarayanan (DIN: 08616830) resigned as
Non-Executive and Non-Independent Director of the Board with effect
from closing of business hours of March 19, 2024. The Company has received confirmation
from A S Lakshminarayanan stating that he is resigning from the Board due to professional
reasons and that there are no other material reasons for his resignation. Consequently, he
ceased to be the member of the Audit Committee of the Board. The Board and the Management
places on record their sincere appreciation for the invaluable contributions to the
Company's success and the assistance and guidance provided by A S Lakshminarayanan
during his tenure as a Member of the Board/ Committees of the Company.
e. Key Managerial Personnel
In terms of Section 2(51) and Section 203 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
the Key Managerial Personnel of the Company are:
Sanjay Nayak, Managing Director and Chief Executive Officer
(upto June 20, 2023).
Anand Athreya, Managing Director and Chief Executive Officer
(effective from June 21, 2023).
Arnob Roy, Executive Director and Chief Operating Officer.
Venkatesh Gadiyar, Chief Financial Officer (upto November 30,
2023).
Sumit Dhingra, Chief Financial Officer (effective from December
1, 2023).
N R Ravikrishnan, General Counsel, Chief Compliance Officer and
Company Secretary.
During the year under review, Venkatesh Gadiyar, Chief Financial
Officer of the Company resigned and is relieved from the services of the Company with
effect from closing of business hours of November 30, 2023. Venkatesh Gadiyar has stated
in his Letter of Resignation dated October 20, 2023 that he is resigning from the position
of Chief Financial Officer due to personnel commitments and to pursue his other interests
and that there are no other material reasons for his resignation. The Board of Directors
of the Company placed on record their appreciation for the valuable contribution made by
Venkatesh Gadiyar to the Company, during his term as the Chief Financial Officer of the
Company.
The Board based on the approval of the Audit Committee and on the
recommendations of the Nomination and Remuneration Committee appointed Sumit Dhingra as
Chief Financial Officer and a Key Managerial Personnel with effect from December 1, 2023.
f. Senior Management Personnel
In terms of the Listing Regulations, the Company has identified the
"Senior Management Personnel" which comprise all the Key Managerial Personnel of
the Company excluding Non-Executive and Independent Directors and includes the Chief
Technology Officer, the Chief Supply Chain Officer and the Chief Human Resource Officer.
During the year under review the Company has appointed Venkatesan
Sembian as Chief Supply Chain Officer and Sumit Dhingra, Chief Financial Officer and a Key
Managerial Personnel and are part of the Senior Management Personnel.
Other than the above, there were no appointment, re-appointments or
resignations in the Board, Key Managerial Personnel and Senior Management of the Company
for the year ended March 31, 2024.
11. Governance
The Company's governance guidelines revolve around values based on
transparency, integrity, professionalism and accountability. Governance is the framework
that ensures appropriate business processes and tools are in place for adherence with all
the applicable obligations under various regulations across the locations where the
Company conduct its business including Board structure, subsidiary performance, code of
conduct and it revolves around values based on transparency, integrity, professionalism
and accountability which helps to implement the Company strategy effectively and
transparently so as to deliver long-term value for the members, employees, business
partners and other Stakeholders. At the highest level, the Company continuously endeavors
to improve upon these aspects on an ongoing basis and adopts innovative approaches for
leveraging resources, converting opportunities into achievements through proper
empowerment and motivation, fostering a healthy growth and development of human resources
to take the Company forward. The Company has a three-tier of governance structure,
comprising of the Shareholders, the Board, and the Executive Management which not only
ensures greater management accountability and credibility but also facilitates, increase
autonomy to the businesses, performance discipline and development of business leaders.
I. Board Governance
Board Governance is the framework that structures the Board and its
operation. The Company Board's governance guidelines covers aspects relating to
composition and role of the Board, Chairman and its Directors, Board diversity, definition
of independence, term of Directors, retirement age and committees of the Board. The Board
governance guidelines also cover key aspects relating to nomination, appointment,
induction and development of Directors, remuneration, oversight on subsidiary
performances, code of conduct and Board effectiveness.
Board and Committee Constitution
The current policy is to have an appropriate mix of Executive,
Non-Executive and Independent Directors to maintain the Independence of the Board and
separate its functions of governance and management. As on March 31, 2024, the Board
consists of six members with one Non-Executive and Non-Independent Director, two Executive
and Whole-time Directors, and three Non-Executive Independent Directors. The policy of the
Company on Directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a Director and other
matters which are adopted by the Board, is available on the Company's website at
www.tejasnetworks.com/policies-codes.php.
The details of the constitution of the Board and of the Committees, the
terms of reference etc. are given in the Corporate Governance Report which forms part of
this Annual Report.
Meeting of the Board/ Committees
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. The Board / Committee
meetings are pre-scheduled and a tentative annual calendar of the Board and Committee
meetings is circulated to the Directors well in advance to help them plan their schedule
and ensure meaningful participation in the meetings. Only in case of special and urgent
business, if the need arises, the Board's / Committee's approval is taken by
passing resolutions through circulation or by calling Board / Committee meetings at short
notice, as permitted by law.
All the Board Meeting and Committee Meeting were held in accordance
with the guidelines issued by the MCA and by the SEBI. The intervening gap between any two
meetings is within the period prescribed by the Act read with Listing Regulations.
The details of the Board, Committee meetings and also of the 23rd
Annual General Meeting and the attendance of the Directors in these meetings are given in
the Corporate Governance Report which forms part of the Annual Report.
Succession Planning
The Company believes that sound succession plans for the leadership are
very important for creating a robust future for the Company The Nomination and
Remuneration Committee coordinates with the Board on the leadership succession plan to
ensure orderly succession in appointments to the Board and in Senior Management. The
Nomination and Remuneration Committee works with the Board on the Board succession plan to
identify prospective Board members who possess the skills and experience required in the
context of the Company's business and ensures a smooth transition in key Board
positions. The HR department of the Company carries out detailed evaluation of each
position including various criteria of identification of successors, their readiness/
development plan in the form of job rotation, exposure, coaching, mentorship, development
and engagement etc. This framework involves skilling for the top leadership as well to
foster successor readiness more effectively The Company strives to maintain an appropriate
balance of skills and experience within the organization in an endeavor to introduce new
perspectives while maintaining experience and continuity. In addition, promoting Senior
Management within the organization fuels the ambitions of the talent force to earn future
leadership roles.
Board Diversity
The Company recognizes that a Board composed of appropriately qualified
members with a broad range of experience relevant to the business is important for
effective corporate governance and sustained commercial success. The Board of Directors
values the significance of diversity and firmly believes that diversity of background,
gender, geography, expertise, knowledge and perspectives, leads to sharper and balanced
decision-making and sustainable development. Tejas recognizes the importance of diversity
and inclusion in the Boardroom, and a diverse composition that reflects the richness of
the global community it serves. The Company believes that it has a truly diverse Board
which leverages on the skills and knowledge, industry or related professional experience,
age and gender, which helps the Company to retain its competitive advantage. The Board has
adopted the Board Diversity
Policy to recognize the benefits of a diverse Board and to further
enhance the quality of participation and performance. The policy on Board diversity is
available on the Company's website at www.tejasnetworks.com/policies-codes.php.
Board Charter / Policies
The Company has Charters for the Audit Committee, the Nomination and
Remuneration Committee, the Risk Committee, the Corporate Social Responsibility Committee,
the Stakeholders Relationship Committee and also policies and codes as required which are
in line with the requirements of the Act and the Listing Regulations.
During the year, the Company amended the following policies
The Policy on Nomination and Remuneration.
The Policy for determining the Material Events.
The Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions.
The Policy for determining Material Subsidiaries
Further during the year under review, the Company has adopted the
Environmental, Social and Governance Charter and Policy and adopted the revised Code of
Conduct and Ethics (Tata Code of Conduct). The details of the charter/ policies/ codes as
adopted by the Board are provided in Annexure - 7' to the Board report.
Board Evaluation
The Board evaluated the effectiveness of its functioning, of the
Committees and of individual Directors, pursuant to the provisions of the Companies Act,
2013 and the SEBI Listing Regulations. The Board sought the feedback of Directors on
various parameters including:
Degree of fulfillment of key responsibilities towards
Stakeholders by way of monitoring corporate governance practices, participation in the
long-term strategic planning,etc.
Structure, composition and role clarity of the Board and
Committees;
Extent of co-ordination and cohesiveness between the Board and
its Committees;
Effectiveness of the deliberations and process management;
Board/Committee culture and dynamics; and
Quality of relationship between Board Members and the
Management.
The Nomination and Remuneration Committee reviewed the performance of
the individual directors and the performance of the Board and of the Committees of the
Board. The evaluation process endorsed the Board Members' confidence in the ethical
standards of the Company, the resilience of the Board and the Management in navigating the
Company during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties. The details of the process of performance evaluation are given in
the Corporate Governance Report which forms part of this Annual Report.
Policy on Board's appointment
The current policy is to have an appropriate mix of Executive,
Non-Executive and Independent Directors. This maintains the independence of the Board, and
separate its functions of governance and management. The details of Board and Committee
composition,
tenure of directors, areas of expertise and other details are available
in the Corporate governance report which forms part of this Annual Report.
The Nomination and Remuneration Committee (NRC') engages
with the Board to evaluate the appropriate characteristics, skills and experience for the
Board as a whole as well as for its individual members with the objective of having a
Board with diverse backgrounds and experience in business, finance, governance, and public
service. The NRC, basis such evaluation, determines the role and capabilities required for
appointment of Director. Thereafter, the NRC recommends to the Board the selection of new
Directors. The policy of the Company on Directors' appointment and remuneration,
including the criteria for determining qualifications, positive attributes, independence
of a Director and other matters, as required under sub-section (3) of Section 178 of the
Companies Act, 2013, is available on www.tejasnetworks.com/policies-codes.php.
Policy on Board's Remuneration
Based on the recommendations of the NRC, the Board has approved the
Remuneration Policy for Directors and as part of the Policy, the Company strives to ensure
that:
The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate the Independent Directors, Non-Executive
Directors, Executive Directors which are required to run the Company successfully;
The relationship between remuneration and performance is clear
and meets appropriate performance benchmarks; and remuneration to Executive Directors
involves a balance between fixed and incentive pay, reflecting short, medium and long-term
performance objectives appropriate to the working of the Company and its goals.
The salient features of the Policy are:
The Policy lays down the parameters based on which payment of
remuneration (including sitting fees and remuneration) should be made to Independent
Directors and Non-Executive Directors.
The parameters based on which remuneration (including fixed
salary, benefits and perquisites, bonus/ performance linked incentive, commission,
retirement benefits) should be given to Executive Directors and also the remuneration
payable to Director for services rendered in other capacity
The remuneration policy for the Board of Directors, as required under
sub-section (3) of Section 178 of the Companies Act, 2013, is available on
www.tejasnetworks.com/policies-codes.php.
Directors' Responsibility Statement
The financial statements are prepared in accordance with the Indian
Accounting Standards (Ind AS) under the historical cost convention on accrual basis
(except for certain financial instruments, which are measured at fair values), the
provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by
SEBI. The Ind AS as prescribed under Section 133 of the Companies Act, 2013, read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment
rules issued thereafter.
Further, pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of its knowledge, belief and ability confirms that:
In the preparation of the annual accounts for the financial year
ended March 31, 2024, the applicable accounting standards have been followed and there are
no material departures.
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.
The Directors had taken proper and sufficient care for the
maintenance of adequate accounting 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.
The Directors had prepared the annual accounts on a going
concern basis.
The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
Il.Corporate Governance
The Company's Corporate Governance structure revolves around its
Stakeholders (i.e) the Shareholders, the Board and its Committees and the Executive
Management. By integrating these Stakeholders with the workforce and strategic business
planning and with the necessary financial and human resources in place, the Company
benchmarks its Corporate Governance practices with the best in the World as well as to
achieve its objectives in an ethical and transparent manner.
The Report on Corporate Governance for the financial year ended March
31, 2024 along with the Secretarial Auditor's Certificate on compliance with the
provisions of corporate governance under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing
Regulations, 2015') forms part of the Annual Report.
Business Integrity and Ethics
Integrity is one of the fundamental values of your Company Over the
last two decades, Tejas has consistently demonstrated very principled conduct and has
earned its reputation for trust and integrity while building a highly successful global
business.
The Company's core values are: Integrity, Responsibility,
Excellence, Pioneering and Unity The Tata Code of Conduct serves as a moral guide and a
governing framework for responsible corporate citizenship. It sets out guidelines on
various topics including respect for human rights, prohibition of bribery and corruption,
recognition of employees' freedom of association, and avoidance of conflicts of
interest.
Every employee of the Company is required to sign the Tata Code of
Conduct at the time of joining. Web-based annual refresher courses are mandated to ensure
continued awareness of the Code. Further, frequent communications from the leadership,
reiterate the importance of the Company values and the Tata Code of Conduct. Customers are
made aware of the Tata Code of Conduct principles in contract discussions, and through
inclusion of specific clauses in proposals and contracts.
Employees also undergo Web-based mandatory training every year on
Anti-bribery and Ethical behaviour. They can raise ethics concerns which are investigated
and tracked to closure by the HR department. Employees and other Stakeholders can also
report any non-compliance to the Tata Code of Conduct or to the laws of the land by senior
executives directly to the Chairman of the Audit Committee under the Whistle blower Policy
without fear of retaliation. Information about these channels is communicated to employees
as part of the mandatory training modules.
Internal Control Systems
The Company's philosophy towards internal controls is based on the
principle of healthy growth and proactive approach. Aligned with this philosophy, the
Company has deployed a robust framework of internal controls for ensuring the orderly and
efficient conduct of its business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information ensures adherence to regulatory and statutory compliances
that safeguard investor interest by ensuring the highest level of governance and have been
assessed taking into consideration the essential components of internal controls stated in
the Guidance Note on Audit of Internal Financial Controls of the Company Over Financial
Reporting issued by The Institute of Chartered Accountants of India.
The Company has laid down Standard Operating Procedures and policies to
guide the operations of each of its functions. The accounting and audit are driven
centrally through the central financial reporting team which is responsible for the
accuracy of books of accounts, preparation of financial statements and reporting the same
as per the Company's accounting policies. regulatory and legal requirements,
accounting standards, and other pronouncements are evaluated regularly to assess
applicability and impact on financial reporting. To make the controls more robust and
comprehensive, internal standardization and rationalization project were undertaken which
has ensured comprehensive coverage cutting across all functions of the company The
Statutory and Internal Auditors have also carried out adequate due diligence of the
control environment of the Company through rigorous testing.
The Board of Directors of the Company is responsible for ensuring that
Internal Financial Controls have been laid down by the Company and that such controls are
adequate and operating effectively. The Internal Control framework has been designed to
provide reasonable assurance with respect to recording and providing reliable financial
and operational information, complying with applicable laws, safeguarding assets from
unauthorized use, executing transactions with proper authorization and ensuring compliance
with corporate policies.
To maintain its objectivity and independence, the Independent Internal
Auditors report to the Chairman of the Audit Committee. The Independent Internal Auditors
develops an annual audit plan based on the risk profile of the business activities. The
Internal Audit plan is approved by the Audit Committee, which also reviews compliance to
the plan. Based on the report of internal audit function, process owners undertake
corrective action(s) in their respective area(s) and thereby strengthen the controls. The
significant audit observations and corrective action(s) thereon are presented to the Audit
Committee. The Audit Committee at its meetings reviews the reports submitted by the
Internal Auditor and has independent sessions with the Statutory Auditor and the
Management to discuss the adequacy and effectiveness of internal
financial controls. The Internal Auditors further submitted to the Audit Committee a
Report on Design and Operating Effectiveness of Internal Financial Controls for the year
ended March 31, 2024 stating the objectives, conduct of the procedures and approach to
process mapping and test of operating effectiveness.
The CEO and CFO Certificate, forming part of the Corporate Governance
Report, confirms the existence and effectiveness of internal controls and reiterate their
responsibilities to report deficiencies to the Audit Committee and rectify the same. The
Company's Code of Conduct requires adherence to the applicable laws and
Company's policies and also covers matters such as financial integrity, avoiding
conflicts of interest, workplace behaviour, dealings with external parties and
responsibilities to the community.
Risk Management
Risk management is embedded in Tejas operating framework and believes
that risk resilience is the key to achieve long term sustainable growth. The Company has
constituted a Risk Management Committee of the Board as required under the Listing
Regulations and also has in place a Risk Management Policy approved by the Board which
focuses on to the determination of Company's risk appetite, risk tolerance, regular
risk assessments and risk mitigation strategies. To this effect, there is a robust
framework in place to identify key risks across the group and prioritize relevant action
plans to mitigate these risks. The Company has a well-defined risk management framework in
place and the risk management framework works at various levels across the enterprise and
these levels form the strategic defence cover of the Company's risk management. The
Company's robust organizational structure for reporting on risks and proactively
identifies, assesses, treats, monitors and reports risks as well as to create a risk-aware
culture within the organization. It also cover areas exposed to risk and provides a
structured process for management of risks while considering the risks that impact midterm
to long-term objective of the business, including those reputational in nature.
The Company has duly approved Enterprise-wide Risk Management
Framework. The objective of this framework is to have a well-defined approach towards risk
and lays down broad guidelines for timely identification, assessment and prioritization of
risks affecting the Company in the short term and in the foreseeable future. The framework
suggests developing a response action for the key risks identified, so as to make sure
that the risks are adequately addressed or mitigated.
The Chief Operating Officer who is also the Chief Risk Officer is the
custodian of the framework and oversight of the framework provided by Risk Management
Committee of Directors and is responsible for assisting the Risk Management Committee on
an independent basis with a complete review of the risk assessments and associated
management action plans.
The detailed report on Risk Management is disclosed separately in this
Annual Report. The Risk Management Charter and Policy is available on the Company's
website at www.tejasnetworks.com/ policies-codes.php.
Protection of minority Shareholders' interests
The Company governance philosophy centers around minority
Shareholders' interests which emphasizes fairness and transparency to all
Stakeholders. Further a qualified, diverse and Independent Board ensures that minority
Shareholders' interests are protected.
The Company strives to reduce information asymmetry through
transparency, extensive disclosures and detailed commentary of the demand environment and
the state of the business, and material developments. The Company provides a variety of
channels through which minority Shareholders can interact with the Management or the
Board. Shareholders can communicate concerns and grievances and the Stakeholders'
Relationship Committee oversees the redressal of these complaints.
Vigil Mechanism/ Whistle Blower Policy
Tejas always believes in promoting a culture of trust and transparency
and the Vigil Mechanism resonates. The Company has adopted a Vigil Mechanism as envisaged
in the Act and the Listing Regulations and is implemented through the Company's
Whistle-Blower Policy which forms a part of Code of Conduct. The Whistle Blower Policy
outlines the method and process for the Stakeholders to voice genuine concerns about
unethical conduct that may be an actual or threatened breach with the Company's Code
of Conduct. The policy aims to ensure that genuine complainants are able to raise their
concerns in full confidence, without any fear of retaliation or victimization and also
allows for anonymous reporting of complaints. and makes provision for direct access to the
Chairman of the Audit Committee. A quarterly report on the whistle-blower complaints, is
placed before the Audit Committee for its review.
The details of complaints received / disposed/ pending during the year
ended March 31, 2024.
Particulars |
|
No of Complaints of received in the year |
Nil |
No of Complaints disposed off during the year |
Nil |
No of cases pending as on March 31, 2024 |
Nil |
The Vigil Mechanism/Whistleblower policy is available on the
Company's website at www.tejasnetworks.com/policies-codes.php.
Compliance Framework
The Company has a robust and effective framework for monitoring
compliances with applicable laws within the organization and providing updates to the
Board periodically The Company's structured and digitized compliance framework are
regularly being monitored and updated basis the changing requirements of law. Proactive
automated alerts are sent to compliance owners to ensure compliance within stipulated
timelines. The Audit Committee and the Board of Directors periodically review the status
of the compliances with the applicable laws.
The Company complies with applicable laws, rules and regulations
impacting Company's business through a Compliance Tracking Tool. Each business head
updates the compliances as applicable to their functions they are heading in the
compliance tool on a periodic basis which are reviewed by the Compliance department of the
Company as well as by the Internal Auditors on a periodic basis. The business heads gives
the compliance certificate as applicable to their function to the Chief Compliance Officer
who based on these confirmations, certifies to the Managing Director and CEO on the status
of the compliances. The Managing Director and CEO, then updates the Board of the same on a
quarterly basis.
III. Secretarial Governance
Appointment/ Resignation of the Senior Management / Key Managerial
Personnel
The appointments and resignation of the Senior Management/ Key
Managerial Personnel of the Company for the year ended March 31, 2024 are mentioned under
"Directors and Key Managerial Personnel and Senior Management Personnel in this
Report.
Related Party Transactions
The Company has a well-defined and structured governance process for
related party transactions undertaken by the Company. In line with the requirements of the
Act and the Listing Regulations, the Company has formulated a Policy on Related Party
Transactions. During the year under review, the Policy has been amended to incorporate the
regulatory amendments in the Listing Regulations. The Policy can be accessed on the
Company's website at https:// www.tejasnetworks.com/policies-codes.php.
During the year under review, all related party transactions entered
into by the Company, were approved by the Audit Committee and were at arm's length
and in the ordinary course of business. Prior omnibus approval is obtained for related
party transactions which are of repetitive nature and entered in the ordinary course of
business and on an arm's length basis.
The SEBI Listing Regulations states that if any Related Party
Transactions exceeds ' 1,000 crore or 10% of the annual consolidated turnover as per the
last audited financial statement whichever is lower, would be considered as material and
would require Shareholder's approval. In this regard, for the year ended March 31,
2024, the Company has taken necessary Shareholder's approval.
Further, none of the transactions with related parties fall under the
scope of Section 188(1) of the Act. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2024 and hence does not form part of this report. The
details of transaction(s) of the Company with entities belonging to the promoter/promoter
group which hold(s) more than 10% shareholding in the Company as required under para A of
Schedule V of the Listing Regulations is provided as part of the financial statements.
Pursuant to SEBI Listing Regulations, the resolution for seeking
approval of the Shareholders on material related party transactions is being placed at the
AGM and forms part of the AGM Notice.
Investor Education and Protection Fund (IEPF)
The Companies Act, 2013 read with the IEPF Rules states that all the
shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive
years or more are required to be transferred to the demat Account of the IEPF Authority.
The Company has declared its maiden dividend during the year ended March 31, 2019 and
hence the amount of dividend remaining unclaimed or unpaid for a period of seven years
from the date of transfer has not arisen till date. The Company hosted the details of
Unclamied dividend as on March 31, 2024 in its website at
https://www.tejasnetworks.com/shareholders.php.
Statement of deviation(s) or variation(s)
In accordance with the SEBI Circular No. CIR/CFD/CMD1/162/2019 dated
December 24, 2019 and pursuant to Regulation 32 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 states that where a listed entity has raised funds through
preferential allotment or qualified institutions placement, the listed entity shall
disclose every year, the utilization of such funds during that year in its Annual Report
until such funds are fully utilized. In this connection, the Company has fully utilized
the amount raised through Preferential Issue of Equity Shares and Share Warrants and the
purpose for which these proceeds were raised has been achieved and there is no deviation
in the use of the amount raised through Preferential Issue of Equity Shares and Share
Warrants.
Micro, Small and Medium (MSME) Enterprises
The Company is not categorized as a Micro, Small and Medium Enterprises
(MSME) under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, the
MSME Act requires all large corporates to register under a portal for facilitating MSME
vendors of all large corporates and PSUs.The Company has registered in the platform with
Receivables Exchange of India Limited (RXIL) as a "Buyer" for MSMEs to
electronically factor/ discount their receivables, on a without recourse basis, at highly
competitive and transparent financing terms.
Credit Rating
The Rating Committee of ICRA, after due consideration has reaffirmed
the long-term Rating at [ICRA]A+ (pronounced ICRA A plus). The Rating Committee of ICRA,
after due consideration has also reaffirmed the short-term rating at [ICRA]A1+ (pronounced
ICRA A one plus). Outlook on the long-term Rating is Stable. ICRA has advised that the
Company in its publicity material or other document wherever the Company are using the
above Ratings, it should be stated as [ICRA]A+(Stable)/[ICRA]A1+.
Demat Suspense Account/Unclaimed shares account
The Company opened a Demat account as Tejas Networks Limited- Unclaimed
Share Suspense Account with the ICICI Bank Limited and transferred all unclaimed shares
into one physical folio and further dematerialized the said equity shares under a demat
account. When any Shareholder claim, the Company will transfer the same to the
Shareholders demat account by following the procedure as prescribed under the regulations.
These shares primarily belong to the former employees of the Company and their whereabouts
are not known though the Company has taken sufficient steps to inform them based on the
records available with the Company to claim the same by following the procedure as
prescribed under the regulations.
In terms of Regulation 39 of the Listing Regulations, the Company
reports the following details in respect of equity shares lying in the Demat Suspense
Account/Unclaimed shares account as on March 31, 2024:
Particulars |
No. of Shareholders |
No. of Equity shares |
Aggregate Number of Shareholders and the outstanding shares
as on April 1, 2023 |
55 |
73,785 |
Less: Number of Shareholders who approached the Company |
Nil |
Nil |
Aggregate number of Shareholders and the outstanding shares
as on March 31, 2024 |
55 |
73,785 |
Reconciliation of Share Capital
The Company carried out the Share capital audit by a qualified
practicing Company Secretary to reconcile the total admitted equity share capital with the
NSDL and CDSL and the total issued and listed equity share capital issued by the Company.
The Report is available on the Company's website at www.tejasnetworks.com/
reconciliation-of-share-capital-audit-report.php.
Annual return
In accordance with the Companies Act 2013, a copy of the Annual Return
as on March 31, 2024 in the prescribed format is available on the Company's website
at www.tejasnetworks.com/disclosures. php.
Listing and Dematerlisation of equity shares
The equity shares of the Company are listed in the National Stock
Exchange of India Limited (scrip code: TEJASNET) and BSE Limited (scrip code: 540595 ) and
for the purpose of dematerlisation of shares established a connectivity with the National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) with the International Securities Identification Number (ISIN) allotted under the
Depository System is INE 010J01012 through Link Intime India Private Limited, our
Registrar and Share Transfer Agents.
Deposits from Public
The Company has not accepted any deposits from the public during the
year under review No amount on account of principal or interest on deposits from the
public was outstanding as on March 31, 2024.
Register of Members
The Register of Members and Share Transfer Books of the Company will
remain closed from June 21, 2024 till June 28, 2024 (both days inclusive), for the purpose
of 24th Annual General Meeting and for the financial year ended March 31, 2024.
12. Material Changes and Commitments between the end of the Financial
Year and Date of the Report
There are no other material changes and commitments affecting financial
position between the end of the financial year and date of the report.
13. Audit and Auditor
a. Statutory Auditor - M/s. Price Waterhouse Chartered Accountants LLP
M/s. Price Waterhouse Chartered Accountants LLP were re-appointed by
the Shareholders in their 22nd Annual General Meeting for second term as the Statutory
Auditor of the Company for a period of five consecutive years from the conclusion of 22nd
Annual General Meeting till the conclusion of 27th Annual General Meeting of the Company
on terms and conditions as mutually agreed upon between M/s. Price Waterhouse Chartered
Accountants LLP and the Company M/s. Price Waterhouse Chartered Accountants LLP has
furnished a certificate confirming their eligibility and consent for their continuance as
the Statutory Auditor of the Company for FY 2025 and also in terms of the Listing
Regulations, the Statutory Auditor have confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The remuneration in the form of fees (excluding GST and out of pocket
expenses) for the year ended March 31, 2024 to M/s. Price Waterhouse Chartered Accountants
LLP are as follows:
in ' crore
Engagement |
Amount |
Statutory audit including limited reviews |
0.81 |
Other audit related services |
0.27 |
Total |
1.08 |
b. Internal Auditor - M/s. Singhvi, Dev and Unni Chartered Accountants
LLP
The Board based on the recommendations of the Audit Committee, has
re-appointed an Independent Auditor M/s. Singhvi, Dev and Unni Chartered Accountants LLP
as Internal Auditor of the Company on such terms and conditions as mutually agreed upon
between M/s. Singhi, Dev and Unni, Chartered Accountants LLP and the Company, to carry out
the internal audit function for FY 2025.
The remuneration in the form of fees (excluding GST) for the year ended
March 31, 2024 to M/s. Singhvi, Dev and Unni Chartered Accountants LLP are as follows:
in < nvn.YP'
Engagement |
Amount |
Audit fees |
0.30 |
Other audit related service |
0.04 |
Total |
0.34 |
c. Secretarial Auditor - Dwarakanath C, Practicing Company Secretary
The Board based on the recommendations of the Audit Committee, has
re-appointed Dwarakanath C, Practicing Company Secretary as the Secretarial Auditor of the
Company on terms and conditions as mutually agreed upon between Dwarakanath C, Practicing
Company Secretary and the Company, to conduct Secretarial Audit for FY 2025.
The remuneration in the form of fees (excluding GST) for the year ended
March 31, 2024 to Dwarakanath C, Practicing Company Secretary are as follows:
in ' crore
Engagement |
Amount |
Audit fees |
0.05 |
Other audit related services |
0.02 |
Total |
0.07 |
d. Cost Auditor - M/s. GNV & Associates, Cost and Management
Accountants
As per Section 148 of the Act, the Company is required to have the
audit of its cost records conducted by a Cost Accountant. The Board of Directors of the
Company has, on the recommendation of the Audit Committee, approved the re-appointment of
M/s. GNV and Associates, Cost and Management Accountants in Practice as the Cost Auditor
of the Company on terms and conditions as mutually agreed upon between M/s. GNV and
Associates, Cost and Management Accountants and the Company, to conduct cost audits for
relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for
FY 2025. The
Cost Accounts and Records of the Company are duly prepared and
maintained as required under Section 148(1) of Act. A resolution seeking approval of the
Shareholders for ratifying the remuneration payable to the Cost Auditor for FY 2025 is
provided in the Notice of the ensuing Annual General Meeting.
The remuneration in the form of fees (excluding GST) for the year ended
March 31, 2024 to M/s. GNV & Associates are as follows:
in ? rmrp
Engagement |
Amount |
Audit fees |
0.02 |
Other audit related services |
0.02 |
Total |
0.04 |
e. Auditor's report
The Statutory Auditor's and the Secretarial Auditor's report
do not contain any qualifications, reservations, or adverse remarks or disclaimer. The
Secretarial audit report is attached to this report as Annexure - 3 and Statutory Auditors
report forms part of the Consolidated and Standalone financial statements.
f. Key Audit Matters
M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditor of
the Company rendered an opinion regarding the fair presentation in the financial
statements of the company's financial condition and operating results. Their audits
are conducted in accordance with GAAP and include a review of the internal controls, to
the extent necessary, to determine the audit procedures required to support their opinion.
The Statutory Auditor of the Company have issued an Audit Report with unmodified opinion
on the Audited Financial Results of the Company (Standalone and Consolidated) for the year
ended March 31, 2024.
The Key Audit Matters are those matters which in the opinion of the
Statutory Auditor of the Company were of most significance in the Audit of the Standalone
/ Consolidated IND AS financial statements for the year ended March 31, 2024 and these
matters were addressed in the context of the audit of the Standalone / Consolidated IND AS
financial statements for the year ended March 31, 2024 as a whole. The Key Audit Matter
forms part of the Audit report of Standalone / Consolidated IND AS financial statements.
14. Business Responsibility and Sustainability Report
The Securities and Exchange Board of India (SEBI'), in May
2021 introduced new sustainability related reporting requirements to be reported in the
specific format which is a notable departure from the existing Business Responsibility
Report and a significant step towards giving platform to the companies to report the
initiatives taken by them in areas of environment, social and governance. Further, SEBI
has mandated top 1,000 listed companies, based on market capitalization, to transition to
Business Responsibility and Sustainability Reporting from FY 2022-23 onwards.
In line with the above, the Business Responsibility and Sustainability
Report forms part of this report and is also available on the Company's website at
www.tejasnetworks.com/disclosures.php.
15. Cyber Security
The Company believes that in the modern digital age, cyber security is
not an IT/information security issue, but a business issue. The Company adopted a
multidimensional approach tocyber security which enables the Company to protect the data
using a multi-layered defense mechanism and a combination of tools and techniques which
complement and augment each other. The processes and systems in the Company reduces the
threat and to mitigate the negative financial and reputational impacts, and created an
organizational culture of cyber security which consistently practices effective cyber
security policies, processes and procedures including spear-phishing campaigns and cyber
data breach table-top exercises.
Tejas cybersecurity and risk management policies and standards, aligned
to leading industry standards and regulatory requirements, provide the foundation of our
cybersecurity program and centered on protecting the confidentiality, integrity and
continuously improving the security of the systems. The Company also engaged an
Independent Cyber Security agency for Cyber Security Posture Assessment and the assessment
report shared with the Board and Risk Committee.
Further, the Company:
Created an organizational culture of cybersecurity which
consistently promotes and supports all employees practicing effective cybersecurity
policies, processes and procedures via a comprehensive cybersecurity awareness, education,
and training program including spear-phishing campaigns and cyber data breach table-top
exercises.
Implemented advanced cyber diagnostic assessments, on a regular
basis, including email cyber-attack assessments, network and endpoint cyber-attack
assessments, vulnerability scanning assessments, penetration testing and spear-phishing
campaign.
Established a rapid cyber-attack incident response plan and
periodically tested an enterprise-wide well-coordinated information system incident
response plan to quickly identify, contain, eradicate, and recover from cyber-attacks.
Continuously monitoring, detection and response which monitored,
detected, and responded to all cyber incidents including email systems, network, software
applications and all information system endpoints, using advanced Security Information
Event Management (SIEM) software, data visualization tools and automation.
Ensured information system resilience and implemented and
periodically tested Business Continuity Plan and Disaster Recovery Plan.
The cyber security governance encompasses management oversight at
various levels with the ultimate responsibility assumed by the Board of Directors. The
governance structure of information/cyber security risk is helmed by the Risk Committee
and Audit Committee, all being Board-level Committees and chaired by Independent
Directors. At the executive management level, there is a specialized Committee to review
key areas of IT and cyber risk.
16. Data Protection and Privacy
Protecting personal and financial information, and handling it
responsibly, are of utmost importance to the Company Considering the wide range of
services Tejas offers, it is important to provide a safe and secure experience while using
the services. Tejas always strives to assure users that their personal information is
protected. To this end, data privacy, data protection, and information security form an
intrinsic part of Tejas's service design across the entire lifecycle.
Tejas's privacy and security programme focuses on three key
aspects of embedding security in design, effective governance and enabling
organization-wide security awareness. Tejas tries to minimize the chances of security
incidents by defining and implementing a highly effective governance structure. It has
implemented a holistic information security management programme to protect its business,
customers, infrastructure, services, and internal users from security threats. The Company
has policies (including Data Privacy Policy), standards, and processes in place.
Tejas has a formal privacy incident management process in place to
respond to any suspected or actual incident involving unauthorized access to or disclosure
of personal information, its availability, or an impact to its integrity Tejas also
conducts security risk assessments to evaluate and identify security flaws in services,
products, and technology. It has implemented security monitoring infrastructure and
effective incident detection and management processes. Suspected events are analyzed and
verified for its impact on assets and organization. The incident movement processes define
the criticality level for every incident and are managed in line with documented
processes.
17. Corporate Social Responsibility
The objective of the Company's Corporate Social Responsibility
initiatives is to improve the quality of life of communities through long-term value
creation for all Stakeholders. The Company's Corporate Social Responsibility policy
provides guidelines to conduct Corporate Social Responsibility activities of the Company.
The Company addresses the societal challenges through societal development programmes and
remains focused on improving the quality of life and implements its Corporate Social
Responsibility programmes either individually or in association with eligible implementing
agencies registered with the Ministry of Corporate Affairs which works in close
collaboration with public systems and partners. Through its Corporate Social
Responsibility, the Company envisions an enlightened, equitable society in which every
individual realizes their potential with dignity through creating transformative,
efficient and lasting solutions to their development challenges and is committed to act in
the best interests of its Stakeholders and with a sense of purpose by its involvement in
socio-economic development which always been integral to the Company strategic objectives.
The Company's Corporate Social Responsibility and sustainability initiatives and
practices covers various activities in the field of education, healthcare and communities,
ecology and environment, etc.
In pursuance of the CSR Policy and in line with the requirement of the
Companies Act, 2013, every company has to spend 2% of the average net profits of the
Company for the preceding three years towards the CSR activities as stated in the
Companies Act, 2013. In view of the average net loss before tax for the last 3 years based
on the computation as per Section 135 of the Companies Act, 2013, is ' 11.48 crore there
is no requirement to comply with the CSR regulations for the year under review. The CSR
policy is availableon the Company's website at www.tejasnetworks.com/policies-
codes.php. The Annual Report on the CSR activities in the format prescribed under Rule 8
of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in
Annexure - 4.
18. Green Initiatives
Electronic copies of the Annual report for the year 2024 and the Notice
of the 24th Annual General Meeting are sent only to Shareholders whose email addresses are
registered with the Company/ depository participant(s). To support the "Green
Initiative", Shareholders who have not registered their email addresses are requested
to register the same with their DPs in case the shares are held by them in electronics
form and with RTA in case the shares are held by them in physical form.
19. Cautionary Note
Certain statements in this report concerning our future growth
prospects are forward-looking statements, which involve a number of risks, and
uncertainties that could cause actual results to differ materially from those in such
forward-looking statements due to risks or uncertainties associated with our expectations
with respect to, but not limited to, our ability to successfully implement our strategy
and our growth and expansion plans, technological changes, our exposure to market risks,
general economic and political conditions in India which have an impact on our business
activities or investments, changes in the laws and regulations that apply to the industry
in which the Company operates. The Company does not undertake to update any
forward-looking statements that may be made from time to time by or on behalf of the
Company
20. Acknowledgement
The Board places on record its thanks to its customers, vendors,
investors, bankers, financial institution, employees and all other Stakeholders for their
continued support during the year. The Board places on record our appreciation of the
contribution made by the employees at all levels as the Company consistent growth was made
possible only by their hard work, solidarity, cooperation and support.
The Board also places on record its thanks to the Government of various
countries where we operate. Tejas thanks the Government of India particularly the Ministry
of Labour and employment, the Ministry of Communications, the Ministry of Electronics and
Information Technology, the Ministry of Commerce and Industry, the Ministry of Finance,
the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of
Indirect Taxes and Customs, the Reserve Bank of India (RBI), the Securities Exchange Board
of India (SEBI), the various departments under the state government and union territories
and other government agencies for their support and look forward to their continued
support in the future.
|
Sd/- |
Sd/- |
Bengaluru |
N Ganapathy Subramaniam |
Anand Athreya |
|
Chairman |
Managing Director and CEO |
April 22, 2024 |
(DIN:07006215) |
(DIN: 10118880) |