Vodafone Idea Ltd
Directors Reports
Dear Shareholders,
We have pleasure in presenting the Twenty Eighth Annual Report, together with the
audited financial statements of the Company for the Financial Year ended March 31, 2023.
Company Overview
Your Company, a partnership between two strong promoters Aditya Birla Group and
Vodafone Group, is a major telecommunications operator in India, offering voice, data,
enterprise services and other Value Added Services ("VAS"), including
Short Messaging Services, Digital Services, IoT etc. As of March, 2023, the subscriber
base of your Company stands at 236.8 Mn (on EOP basis) as per TRAI Subscription Report,
with the subscriber market share at 20.7%.The Wireless Revenue Market Share (RMS) on
Applicable Gross Revenue basis for your Company stands at 18.7% for quarter ended December
2022.
Your Company provides Voice and Data services on 2G, 3G or 4G technologies across all
22 service areas and has strong spectrum portfolio and network footprint to support the
burgeoning demand for both, data and voice. The Company has also acquired 5G spectrum in
mid band (3300 MHz) and mmWave (26 GHz) in July 2022 spectrum auction. Your Company has a
large spectrum holding comprising 8,005.2 MHz spectrum across 22 Service Areas, of which
7,975.2 MHz is liberalised spectrum which can be used towards deployment of any
technology.
Your Company's mobile telecommunication services cover more than 1.2 Bn Indians. As of
March 31, 2023, your Company has 443,537 broadband sites and all of the 4G sites are VoLTE
enabled, offering a better customer experience. Your Company provides Voice over WiFi
(VoWiFi) in several circles which will be gradually expanded to rest of the country. The
4G network is spread over 341,000 towns and villages and covers more than 1 billion
Indians. Your Company has been deploying Dynamic Spectrum Re-farming (DSR), Massive MIMO
and Small cells to maximize spectrum efficiency. Additionally, your Company has been
actively deploying LTE on TDD band of 2300 MHz and 2500 MHz spectrum band to expand the
capacity and on 900 MHz band to improve customer experience in dense areas.
Your Company also derives revenue from carrying India inbound ILD traffic through
arrangements with other mobile telecommunication companies and long distance
carriers operating outside India. Your Company is also a leading player in offering
Business (Enterprise) services to customer across sectors. Your Company has a portfolio of
~294,000 km of Optical Fibre Cable (OFC), including own built and Indefeasible Right of
Use (IRU) OFC, excluding overlapping routes.
The brand VI continues to garner strong awareness and building brand affinity
across all customer segments in the country. Your Company continues to make progress on
the marketing front by communicating key differentiators to consumers, entering into
alliances and introducing various innovative products and services. Vi is building a
competitive advantage by increasing customer engagement and heralding a new Digital
Ecosystem with the introduction of Music, Videos, Games, Jobs & Education services. Vi
GIGAnet continues to offer superior network experience on both, data and voice, as
reflected in top rankings on 4G download speeds in independent external reports and TRAI
"MyCall" app data respectively.
Your Company's vision is to ‘Create world class digital experiences to connect and
inspire every Indian to build a better tomorrow'. To achieve this end, your Company is
developing world-class infrastructure to introduce newer and smarter technologies, making
both retail and enterprise customers future ready with innovative offerings, conveniently
accessible through an eco-system of digital channels as well as extensive on-ground
presence.
Financial Results and Summary
The financial statements of the Company have been prepared in accordance with the
Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014.
The standalone and consolidated financial highlights of your Company for the Financial
Year ended March 31, 2023 are summarised as follows:
(Rs. Mn)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Income from sale of goods
and services |
418,841 |
382,024 |
421,426 |
384,984 |
| Other Operating Income |
330 |
183 |
346 |
171 |
| Other Income |
2,707 |
975 |
3,113 |
1,294 |
| Total Income |
421,878 |
383,182 |
424,885 |
386,449 |
| Expenses |
256,412 |
227,872 |
253,602 |
224,794 |
(Rs. Mn)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| EBITDA |
165,466 |
155,310 |
171,283 |
161,655 |
| Depreciation and
Amortisation |
223,622 |
228,575 |
230,497 |
235,843 |
| EBIT |
(58,156) |
(73,265) |
(59,214) |
(74,188) |
| Finance cost |
233,439 |
209,734 |
233,543 |
209,808 |
| EBT |
(291,595) |
(282,999) |
(292,757) |
(283,996) |
| Exceptional Items (Net) |
(1,483) |
627 |
(224) |
1,643 |
| Share of JV/Associates |
- |
- |
5 |
12 |
| Profit / (Loss) Before Tax |
(293,078) |
(282,372) |
(292,976) |
(282,341) |
| Taxes |
- |
- |
35 |
113 |
| Profit / (Loss) after Tax |
(293,078) |
(282,372) |
(293,011) |
(282,454) |
Standalone revenue of your Company stood at Rs. 419,171 Mn, an increase of 9.7% over
previous year. The EBITDA stood at Rs. 165,466 Mn, registering an increase of 6.5% over
the previous year. The Loss after tax of the Company for the Financial Year 2022-23 stood
at Rs. 293,078 Mn, vis-a-vis Rs. 282,372 Mn, for the previous year.
On a consolidated basis, the revenue of your Company stood at Rs. 421,772 Mn, an
increase of 9.5% over the previous year. The EBITDA at Rs. 171,283 Mn reflects increase of
6% as compared to the previous year. The Consolidated Loss after tax of the Company stood
at Rs. 293,011 Mn for Financial Year 2022-23 vis-a-vis Rs. 282,454 Mn for the previous
year.
Operations Review
The Indian wireless industry has now stabilized after witnessing testing times for more
than half a decade due to challenges of hyper competition and unsustainable tariffs
alongwith Covid related restrictions since 2020. Your Company, along with other operators,
forms the backbone of innovations and new age technologies which are hallmark of India's
transformation into a digital nation.
Financial Year 2022-23 is the first year where your Company has registered annual
revenue growth post-merger despite various challenges being faced, clearly reflecting its
ability to effectively operate and compete in this market. Your Company has reported seven
quarters of sequential growth in several key metrics including Average Revenue Per User
(ARPU) and 4G subscribers. In fact, YoY ARPU growth of 9.3% in Quarter 4 of Financial Year
2022-23 is highest
amongst wireless operators. While ARPU has shown improvement, ARPU's continue to remain
unsustainable and need to increase significantly from current levels to improve overall
industry health and generate reasonable returns to promote future investments. The
operating environment continues to remain challenging, however, the increasing digital
penetration, increasing content consumption, especially through video and social media
usage is driving strong demand for high speed connectivity and thus offering a massive
opportunity for telecom industry especially as the pricing has started to revive and
likely to improve further in future.
In line with the Government announced reform package your Company had opted for
deferment of Spectrum and AGR dues as well as conversion of interest arising from such
deferment into equity during Financial Year 2021-22. On February 3, 2023, Ministry of
Communications, Government of India passed an order to convert the loan representing Net
Present Value (‘NPV') of the interest related to deferment of spectrum auction
instalments and AGR dues into Equity Shares to be issued to Government of India (GoI).
Your Company has taken necessary steps and issued 16.13 Bn equity shares at an issue price
of Rs. 10/- each. The promoter shareholding stands at 50.4% and GoI shareholding stands at
33.1%. This conversion reaffirms Government's commitment to implement the Telecom Reform
Package and to maintain healthy competition in the sector with three private players.
In another major industry development, the Spectrum Auction was conducted by Department
of Telecommunications (DoT) in July 2022 wherein reserve price of the spectrum was
lowered, Spectrum Usage Charges (SUC) charges were reduced to NIL on the spectrum acquired
through this auction and spectrum payments were allowed to be spread over the spectrum
validity of 20 years, thereby enabling the telecom operators to make large commitments in
the spectrum auctions as well as towards rolling out the next generation wireless
networks. Your Company has acquired total of 6,237 MHz of spectrum with total commitment
of Rs. 188 Bn and opted for payment over 20 equal annual installment of Rs. 16.8 Bn each
year. Your Company acquired 850 MHz of mid band 5G spectrum (3300 MHz) in its 17 priority
circles and 5,350 MHz mmWave 5G (26 GHz) spectrum in 16 circles. This will enable your
Company to embark on its 5G rollout journey. Your Company also strengthened its Pan-India
4G footprint by acquiring additional 4G spectrum across 1800 MHz, 2100 MHz and 2500 MHz
bands in 3 circles of Andhra Pradesh, Karnataka and Punjab.
Following the conversion of interest by the GoI, your Company has reinitiated fund
raising efforts with new vigor, which will enable the Company to achieve its strategic
intent. Your Company continues to actively engage with lenders and investors for further
fund raising. Below are the other ongoing major strategic initiatives to improve your
Company's revenue and profitability as well as to strengthen its overall position in the
market:
1. Focused network investments for superior customer experience - Your Company
continues to have a focused approach to investments, biased towards the profitable areas,
to utilize capex effectively while ensuring that it offers superior customer experience in
these areas. Your Company has been driving incremental 4G investments in the 17 priority
service areas, which contribute 98% of the Company's revenues and 93% of the industry
revenues. Your Company also has been adding 4G capacity through Spectrum Re-farming in
these areas. Your Company has been deploying several 5G ready technologies such as Massive
MIMO, DSR, Cloudification of Core, which are central to its future growth strategy. Your
Company is working towards rolling out 5G for consumers, the roll-out of which will be
accelerated subsequent to the consummation of fund raising. In the meantime, your Company
has made select 5G clusters in Delhi and Pune where it had partnered with various Original
Equipment Manufacturers (OEMs) to test compatibility of available 5G handsets. Your
Company has completed device testing of all major OEMs on its 5G network. Further, your
Company is in discussion with various network vendors for finalisation of the 5G rollout
plan.
2. Market initiatives to drive ARPU improvement -
While tariff hikes remain crucial to improve the overall industry health, your Company
has undertaken several market initiatives to improve ARPU by driving higher 4G/UL
penetration. As a part of the customer excellence drive, your Company has been
transforming customer servicing across all touchpoints with a clear focus towards shift to
digital. Further, as part of its digital first approach, your Company has renewed its
focus on digitalization of distribution channel to completely automate sales process
creating seamless and efficient journey for the channel partners.
3. Focusing on Business Services and FastGrowing Revenue Segments - In line with
our stated strategy of transformation from telco to techco,
your Company is offering services beyond connectivity and becoming a preferred choice
of partner for our customers in their digital journey. Your Company leverages its
multi-year relationships with customers and derives tremendous synergies from strength of
Vodafone group especially its global leadership in IoT space. While your Company continues
to focus on enterprise mobility and fixed line connectivity, your Company is having
incremental focus on new revenue streams and strengthening proposition on IoT and cloud
service. Your Company thus continues to strengthen partnerships with customers with a
range of offerings like Vi Integrated IoT, an end to end IoT solution, Managed SIP, V Cloud
Firewall Service, V Secure and V Business Plus bundled mobility offering.
4. Driving partnerships and digital revenue streams -
Your Company has several digital initiatives to address the changing requirements of
today's digital society enabling individuals and enterprises to get a range of benefits
and value-adds. V offers not just enriched connectivity but also an array of
digital products and services to complement the core business. On content, one of the key
focus areas is to offer deeper integration with its digital and content partners for a
differentiated experience, create monetization opportunities and truly become an
integrated digital service provider. During the year, your Company has also launched some
very exciting propositions in various categories like Live TV, Entertainment, Music,
Videos, Gaming, Education, Skilling & Health, which are available on the VI App
as part of an integrated access. All these propositions should help us build our digital
community increasing customer stickiness. Your Company will thus continue to focus on its
platform capabilities to offer deeper integration with its partners for a differentiated
experience, create monetization opportunities and truly become an integrated digital
service provider.
Your Company has thus been making significant progress on various strategic initiatives
and continues to strive towards transforming to a truly integrated digital service
provider.
Dividend
As your Company has incurred net loss during the Financial Year 2022-23, your Directors
have not recommended any dividend for the year.
Transfer to Reserves
During the Financial Year under review, the Board has not proposed to transfer any
amount to Reserves.
Changes in Share Capital
The Board of Directors of the Company at its meeting held on July 22, 2022 issued
427,656,421 warrants, each convertible into one fully paid-up equity share of face value
of Rs. 10/- for cash at a price of Rs. 10.20 to a Promoter entity, aggregating upto Rs.
4,362 Mn, which were allotted on July 25, 2022. Pursuant to the exercise of the right of
conversion attached to the warrants by the warrant holder, the Board of Directors of the
Company at its meeting held on February 14, 2023, approved conversion of these warrants
into equity shares and consequently allotted 427,656,421 equity shares to the Promoter
entity.
Further, during the year, the Ministry of Communications, Government of India in line
with the Reforms and Support Package for Telecom Sector announced in September 2021, and
the conversion option exercised by the Company, passed an order on February 3, 2023 under
section 62(4) of the Companies Act, 2013, directing the Company to convert the loan
representing NPV of the interest related to deferment of spectrum auction instalments and
AGR dues into equity shares to be issued to the Government of India. The Board of
Directors of the Company at its meeting held on February 7, 2023, allotted 16,133,184,899
equity shares of face value of Rs. 10/- each at an issue price of Rs. 10/- per equity
share aggregating to Rs. 161,332 Mn to the Department of Investment and Public Asset
Management, Government of India (acting through President of India).
The Board of Directors of the Company at its meeting held on January 31, 2023
re-approved issuance of upto 16,000 Optionally Convertible, Unsecured, Unrated and
Unlisted Indian Rupee denominated Debentures (‘OCDs') having a face value of Rs.
1,000,000 each, in one or more tranches, aggregating upto Rs. 16,000 Mn, each convertible
into
100.000 equity shares of face value of Rs. 10/- each at a conversion price of Rs. 10/-
to ATC Telecom Infrastructure Private Limited (‘ATC'), a non-promoter of the Company,
on a preferential basis in accordance with Chapter V of the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018. The Capital Raising Committee of the Board of
Directors of the Company, at its meeting held on February 27, 2023 and February 28, 2023
allotted a total of
16.000 number of OCDs to ATC. The funds so raised were
used to pay amounts owed to ATC by the Company under the Master Lease Agreements and
for General Corporate Purposes of the Company.
Consequent to the conversion of warrants as mentioned above and issuance of equity
shares to the GoI pursuant to conversion of the loan representing NPV of the interest
amount related to deferment of spectrum auction instalments and AGR dues, the issued,
subscribed and paid-up equity share capital of your Company as on March 31, 2023 stood at
Rs. 486,796 Mn comprising of 486,796,892,050 Equity Shares of Rs. 10/- each.
During the year under review, there was no change in the Authorised Share Capital of
the Company.
Finance
On a standalone basis, the Company had Cash and Cash Equivalents of Rs. 2,216 Mn and
Fixed Deposits with banks of Rs. 2 Mn as on March 31, 2023. The Company's net debt as on
March 31, 2023 increased by Rs. 119,394 Mn to Rs. 2,015,987 Mn as compared to Rs.
1,896,593 Mn last year.
On a consolidated basis, the Company had Cash and Cash Equivalents of Rs. 2,288 Mn and
Fixed Deposits with banks of
Rs. 59 Mn as on March 31, 2023. The Company's net debt as on March 31, 2023 increased
by Rs. 118,925 Mn to Rs. 2,013,513 Mn as compared to Rs. 1,894,588 Mn last year.
All scheduled loan repayments were made on respective due dates.
During the year, the Company had availed a Short Term Loan of Rs. 19,823 Mn.
Credit Rating
In March 2023, CARE revised the outlook rating with respect to rating of Long Term Bank
Facilities and Non-Convertible Debenture to Positive. As on March 31, 2023 the rating of
Long Term Bank Facilities and Non-Convertible Debenture is CARE B+ (Positive) [Previous
Year End Rating CARE B+ (Stable)].
Capital Expenditure
On a standalone basis, the capital expenditure (including capital advances and
excluding RoU assets and Spectrum) incurred was Rs. 29,843 Mn in the Financial Year
2022-23. Further, the Company has incurred Rs. 1,977 Mn towards Bandwidth. In addition to
this, the Company has acquired spectrum of Rs. 187,863 Mn (consisting of upfront payment
of Rs. 16,800 Mn and balance Rs. 171,063 Mn towards deferred payment obligation).
On a consolidated basis, the capital expenditure (including capital advances and
excluding RoU assets and Spectrum) incurred was Rs. 31,527 Mn in the Financial Year
2022-23. Further, the Company has incurred Rs. 1,977 Mn towards Bandwidth. In addition to
this, the Company has acquired spectrum of Rs. 187,863 Mn (consisting of upfront payment
made of Rs. 16,800 Mn and balance Rs. 171,063 Mn towards deferred payment obligation).
Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no amount of principal
or interest was outstanding, as on the date of the Balance Sheet.
Significant Developments
• Auction of Spectrum 2022:
On April 11, 2022, TRAI submitted its recommendations on ‘Auction of spectrum in
frequency bands identified for IMT/5G'. Thereafter, the Spectrum Auction were conducted by
DoT in July 2022. Your Company participated in the auctions and acquired 6,237 MHz of
spectrum across 2100 MHz, 2500 MHz, 3300 MHz and 26 GHz bands at an aggregate value of Rs.
187.86 Bn. Post July 2022 spectrum auction, your Company's overall spectrum holding is
8,005.2 MHz across different frequency bands out of which 7,975.2 MHz spectrum is
liberalized and can be used towards deployment of any technology (2G, 3G, 4G or 5G).
• Issuance of Equity Shares to Government of India:
On September 15, 2021, the Government announced a comprehensive reform package for the
Indian telecom sector including measures to address the structural, procedural and
liquidity issues. To address the immediate liquidity concerns of the sector, Government
provided an option of up to four years of moratorium on AGR dues and spectrum instalments
due between October 2021 and September 2025 with an option to convert interest arising
from such deferment into equity upfront. Your Company had opted for deferment of Spectrum
and AGR dues as well as conversion of interest arising from such deferment into equity.
Further, on January 10, 2022, the Board of
your Company also approved the upfront conversion of the full amount of interest
arising due to deferment of spectrum instalments and AGR dues into equity.
Accordingly, in line with the Reforms and Support Package for Telecom Sector
communicated earlier and the conversion option exercised by the Company as provided for
therein, Ministry of Communications, Government of India passed an order on February 3,
2023, under section 62(4) of the Companies Act, 2013, directing the Company to convert the
loan representing NPV of the interest related to such deferment amounting to Rs. 161,332
Mn into Equity Shares. The Board of Directors of your Company had at its meeting held on
February 7, 2023, accordingly issued
16,133,184,899 equity shares of face value of Rs. 10/- each at an issue price of Rs.
10/- per equity share. Consequent to the aforesaid allotment, the Government of India
holds 33.1% of the equity capital on your Company and the promoter shareholding (i.e.
Vodafone Group and Aditya Birla Group) stands at 50.4%.
• AGR Matter
The Hon'ble Supreme Court had upheld the view considered by Department of
Telecommunications ("DoT") in respect of the definition of Adjusted Gross
Revenue ("AGR") ("AGR Judgment") and confirmed the principal demand,
levy of interest, penalty and interest on penalty resulting in significant financial
implications on the Company. The Hon'ble Supreme Court also had vide its final order dated
September 1, 2020, inter-alia directed that telecom operators shall make payments in ten
instalments commencing from April 1, 2021 to March 31, 2031 payable by 31st
March of every succeeding financial year and file an yearly affidavit confirming
compliance.
The Company had on August 10, 2021 filed a review petition with the Hon'ble Supreme
Court for considering to hear the modification application on correction of
manifest/clerical/arithmetic errors in the computation of AGR demands which is still
pending to be heard.
The Union Cabinet on September 15, 2021 approved major structural and process reforms
in the telecom sector to boost the proliferation and penetration of broadband and telecom
connectivity. Further to address liquidity requirements, the Cabinet had also
approved deferment of AGR dues which are payable in annual instalments as determined by
the Hon'ble Supreme Court for up to four years without any change in the instalment period
and deferment of spectrum auction instalments payable from October 1, 2021 to September
30, 2025 excluding the instalments due for spectrum auction conducted in 2021. It also
provided upfront conversion on any of the interest amount arising due to such deferment
into equity on an NPV basis. The Company had conveyed its acceptance for the deferment of
Spectrum Auction instalments and AGR Dues by a period of four years and on January 10,
2022 conveyed its acceptance for conversion of such interest on the deferred instalments
related to deferred annual spectrum liabilities and AGR dues into shares in the Company.
Subsequently on April 14, 2022, the Company confirmed the computation of the Net
Present Value (NPV) of the interest liability on moratorium period amounting to Rs.
161,331 Mn towards AGR dues and deferred annual spectrum liabilities respectively as on
the date of exercise of option i.e. January 10, 2022. The DoT, on February 3, 2023, issued
an order under section 62(4) of the Companies Act, 2013, directing the Company to convert
the loan representing NPV of the interest related to such deferment amounting to Rs.
161,332 Mn into Equity Shares. On February 7, 2023, the Company's Board approved the
allotment of shares to Government of India.
During the Financial Year 2022-23, the DoT offered a moratorium on pending AGR related
dues up to Financial Year 2018-19 along with an option of equity conversion of interest
liability pertaining to the moratorium period for the additional amount of Rs. 88,372 Mn
(including additional amounts for the period till Financial Year 2016-17 not forming part
of the affidavit submitted to Supreme Court). On June 29, 2022, Company conveyed its
acceptance for the deferment of AGR related dues for the period beyond Financial Year
2016-17 and till Financial Year 2018-19 as the figures till Financial Year 2016-17 were to
be treated as final without any changes as per the AGR judgement. The DoT has also
mentioned that these demands are subject to further correction on account of disposal of
various representations submitted by the Company, outcome of other
pending litigations etc. and the undisputed amounts finally determined by December 31,
2025 shall be paid in six equal instalments post the moratorium period. In September 2022,
the Company informed the DoT that on the interest for the moratorium period on these yet
to be finalized AGR dues beyond Financial Year 2016-17 till Financial Year 2018-19, it
shall not be opting for conversion into equity.
• One Time Spectrum Charge Matter
In respect of levy of One Time Spectrum Charge (‘OTSC'), the DoT has raised demand
on the Company and erstwhile Vodafone India Limited (VInl) and Vodafone Mobile Services
Limited (VMSL) in January 2013 for spectrum beyond 6.2 MHz in respective service areas for
retrospective period from July 1, 2008 to December 31, 2012 and for spectrum held beyond
4.4 MHz in respective service areas effective January 1, 2013 till expiry of the period as
per respective licenses. In the opinion of the Company, the above demand amounts to
alteration of financial terms of the licenses issued in the past and therefore the Company
filed a petition in the Hon'ble High Court of Bombay, which vide its order dated January
28, 2013, had directed the DoT to respond and not to take any coercive action until the
next date of hearing. Similarly erstwhile VInl and VMSL had filed a petition before the
Hon'ble Tribunal Telecom Disputes Settlement and Appellate Tribunal (TDSAT) which vide its
order dated July 4, 2019 held that for spectrum below 6.2 MHz, OTSC is not chargeable and
accordingly demand is set aside. For spectrum beyond 6.2 MHz, if spectrum is allotted
after July 1, 2008, OTSC shall be levied from the date of allotment of such spectrum and
if spectrum is allotted before July 1, 2008, OTSC shall be levied from January 1, 2013
till the date of expiry of licenses and ordered DoT to issue revised demands, if any, as
per terms of direction given. The Company's appeal before the Hon'ble Supreme Court for
levy of OTSC beyond
6.2 MHz, though initially dismissed was reinstated following a review petition filed in
this regard. The DoT has also preferred an appeal against the TDSAT judgement for levy of
OTSC on spectrum below
6.2 MHz. The matter is currently pending before the Hon'ble Supreme Court.
Brand Overview
The brand U of your Company has completed over 2 years and celebrated the 2nd
anniversary with its customers, trade & employees. In this short journey, the brand
has already garnered strong awareness and continues to build brand affinity &
consideration across all customer segments in the country.
Your brand's health has improved significantly as reflected in brand NPS as well as on
key KPIs like Spontaneous Awareness & Total Awareness. It has also shown significant
improvements across many other brand Imagery Parameters. Further, your Company maintained
NPS leadership on the aspects of Customer Service, Digital Experience, Price and Setup.
Your Company also continued its numero uno position on the Social Media front with the
credit of being the only telco with +ve NPI ( Net Positivity Index) and a whopping 90%+
SoPV (Share of Positive Voice) on Social Media amongst all the telco brands in the
country.
Your Company also had the highest rated voice quality in the country as per TRAI's
"MyCall" app data for 25 out of 29 months consecutively between November 2020
and March 2023.
Marketing and other initiatives
During the year under review, your Company made extensive progress on the marketing
front by communicating and differentiating, by entering into various alliances and by
introducing various innovative products and services. Some of these are:
• Building a competitive advantage by leveraging the Opensignal certification of
being the Fastest 4G in the country, your Company had launched the #BestIsGettingBetter
campaign - that showcases how we are on a continuous journey to improve our network in
spite of being the best to help our customers get ahead in life and thrive. It showcased
stories of our network engineers' efforts to make the best better to reassert network
superiority and the campaign was extensively promoted on TV & Digital.
• A one of a kind integration was done with Kaun Banega Crorepati, one of the most
coveted TV properties/ gameshow, with ‘KBC Golden Week with Vi' giving Vi consumers
to exclusively get a chance to sit at the coveted hot seat and also Amitabh Bachchan
calling seamlessly through video call to a friend was made possible through Vi - India's
fastest 4G.
• Your Company also created a Rap song around its "Speed Se Badho"
philosophy, with one of the most coveted macro influencers - Raftaar. The Speed Se Badho
song was ‘organically' trending at #15 on YouTube across India. The song garnered
over 7 Mn views and BBC made the song as their track of the week and it trended for 6
weeks in the charts.
• With the need for data increasing with each day and to build a competitive
advantage by talking about the differentiated offerings, your Company positioned the pack
offering "Unlimited Night Data" and "Weekend Data Rollover" as Hero
Unlimited Packs and launched the 2nd leg of its very impactful ‘Hero
Unlimited - Naam Ka Nahin, Kaam Ka Unlimited' campaign to highlight these benefits
quirkily by Vinay Pathak. The campaign was extensively promoted on TV, Digital and on
ground.
• Your Company also launched a campaign around its ‘Jobs &
Education? proposition on Ul App, with an objective of building an emotional connect,
highlighting how brand \J is making efforts to help its consumers get ahead
in life by presenting them with job opportunities and means to prepare well for government
exams, thereby strengthening its stated positioning of Together for tomorrow and helping
one Thrive.
• With an objective to increase customer engagement and herald a new Digital
ecosystem, your Company transitioned Vi app into multifaceted super app which now provides
its customers with a large repertoire of Movies, Shows and Live TV, Music, Games,
Infotainment, Jobs and Education Services and more in addition of doing recharges,
payments and managing their Vi account.
• Vi Movies & TV - our OTT app has been integrated with Vi app giving
customers access to their favorite shows & movies right on Vi app itself. And, to
provide the best in class content, the Company partnered with various content creators and
OTT apps like Zee5, Indiacast (Colors), Discovery, SunNXT, Shemaroo Me, Colours, Hungama,
TV Today, Atrangi, Pocket Films and others. The app provides a range of content including
Movies, TV shows & Live TV from over 400 TV channels, Original shows and short format
videos in 16+ languages. It has rich content ranging from GEC (general entertainment),
news, religious, regional, documentaries, sports & kids.
• With the objective of driving high-end/heavy data users with premium content,
the Company also has product bundling tie ups with leading content providers like Amazon
Prime, SonyLiv & SunNXT.
• Vi has partnered with Hungama Music to offer our customers ad-free music with
unlimited downloads. This was extensively promoted on TV, Digital, PR & for a 3600
integrated campaign. It was further supported with a launch of LIVE Music Concerts on VI
App exclusively for Vi consumers, during the second half of the year.
• Your Company also launched its eSports platform in partnership with one of the
leading eSports start-up, Gamerji. Vi's eSports platform allows consumers to participate
in eSports tournaments across some very popular titles like Free Fire Max, Call of Duty,
Asphalt9 & more. Your Company also expanded Vi Games proposition with the launch of
Social or Multiplayer games offering that included popular games like Ludo, Solitaire,
Uno, Cricket, Football, Wordle & more. We also organized various gaming tournaments
like GameFest, ‘Ludo Khelo London Jao' & more.
• Your Company had launched a Jobs & Education proposition on the VI App, in
line with our brand philosophy of enabling our customers to thrive, by partnering with 3
marquee start-ups - Apna (now a unicorn), Enguru and Pariksha. These propositions are
specifically targeted at Bharat Youth with the aim of enabling them to have an equal
opportunity of access to services like finding jobs & professional networking,
learning to speak English and preparation of government exams. Your Company drove
extensive promotions around these propositions to drive adequate awareness and adoption on
these services by the core TG. To further aid our consumers in their endeavor to get ahead
in life, we also organized virtual Job Fairs and series of webinars around Career
Counselling, English Learning & Government Job preparations.
• With the objective of driving Data & Media monetization, your Company also
commissioned its AI/ML driven adtech platform. Launched under the brand VI Ads, it offers
advertisers unique audience segments, interest groups & targeting parameters and
advertising opportunity across all telco owned channels as well as 3rd party
digital inventory under a single platform,
thereby simplifying media buying, especially for the SMBs.
• India is a cricket loving nation and the World Cup & IPL gives a great
opportunity to connect with customers and therefore, we drove a very successful legs of
our FanFest program on Social Media during the World Cup, IPL & WPL. This campaign led
to V becoming the buzziest brand and generating strong engagement amongst the users.
• In line with your Company's strategy of accelerating our unlimited base and 4G
adoption through attractive content propositions, your Company continued to promote the
Hotstar pack for prepaid users during IPL, Asia Cup & T20 World Cup and was promoted
on digital & offline.
• Throughout the year, Vi engaged with its users on social media via various
topical campaigns around events such as Diwali (#LookUp), Christmas (#12DaysOfChristmas),
Valentine's Day (#ViLoveTunes) and Holi etc. Some of these were also extended to Vi Retail
stores. All these helped in driving positive sentiments and buzz for the brand keeping it
on top of the mind of the users and also build a stronger brand affinity.
• Your Company also commissioned a state-of-the-art Consumer & Marketing
Analytics Platform - India's 1st Big Data AI/ML & Advanced Cloud Analytics Platform
among Telcos, which now gives us the capability to compute and process at scale apart from
the ability to also access open source knowledge banks. This has enabled us to entrust the
task of defining the next best action to machines and has really helped enhance outcomes
of CVM machinery through sharper targeting and targeted offerings. Your Company won the
prestigious Frost & Sullivan award in the telco category for leading AI & ML
practices and their application.
• Launch of Self KYC for Prepaid and Postpaid Home Delivery: Vi is the
first operator in the industry to launch the Self KYC (Know Your Customer) process for
Prepaid and Postpaid. The Self KYC process will make the customer on-boarding faster and
easier as the customers will no longer need to visit the retail store and go through the
physical KYC process. This is currently available in 4 cities - Bengaluru, Mumbai, Delhi
and Kolkata, and will be further expanded to other cities in coming days.
Big Data, Advanced Analytics (Artificial Intelligence
& Data Science) and Business Intelligence Edge
• Vi launched India's 1st Big Data AI/ML Cloud Advanced Analytics Platform
over AWS Cloud enabling smarter and faster marketing interventions & plan
recommendation generated by our Data Science & AI/ML based predictive &
prescriptive models especially for UL Recruitment, UL Renewals, Churn Reduction and
Digital Adoption/ Engagement and is indeed a step taken forward in our journey of
transition from Telco-Techco.
• Our Artificial Intelligence & Data Science driven Big Data Analytics
Platform brings in massive parallel processing & compute capability enabling faster
GTM along with speed, scale capability across multiple AI/ML Models to run on Pan-India
subscriber base at once. It also enables enterprise grade Real-Time Stream Analytics
Capability in defining and deploying AI/ML Use Cases and Models.
• Today our Big Data Analytics Platform enables enhanced Customer Acquisition,
Engagement, Retention, Digital/ Vi App Adoption/Engagement, Churn Reduction, Upsell/
Cross-Sell, Data Monetization, Text/Social Media/ Sentiment Analytics and accelerates
migration of 2G/3G subscribers to 4G as part of our both ARPU & market share growth
strategy. Our AI/ML based 5G prioritization and ranking is able to predict and optimize
customer offering with Hyper-Personalization at scale provides us pre-emptive decision
making support.
• GTM time for AI/ML Models execution reduced from monthly to weekly frequency and
now has capability to perform near Real-Time Predictive & Prescriptive Analytics at
scale while the target is to roll out real time analytics to enable better customer
delight and data monetization opportunities. This also enhances our capability to apply
Deep Learning Algorithms over large volume of Data concurrently instead of just
experimenting with conventional Ensemble Machine Learning Algorithms thereby enabling
better and scalable campaign performance. The Generative AI algorithms capabilities is
being reinforced at Vi to optimize our NLP, Computer Vision and Video Analytics based use
cases.
• The deployed Big Data Analytics Platform over AWS Cloud has the most cost
effective architecture that leverages both Data Lake & AWS Cloud storage & compute
components optimally to keep the cost as low as possible. CAPEX reduced almost to Zero
with
OPEX flexible and elastic to incorporate additional business impacting AI/ML Models
that have high Business impact/value. We have been able to reduce AI model building and
scoring time by more than 80% with Big Data AI/ML Cloud Analytics platform at scale and
speed thereby supporting faster decisions and Go-to-Market strategy.
Partnerships & Alliances
u Business has launched \i Secure, a comprehensive cyber security portfolio, in
collaboration with leading security providers such as FirstWave, Fortinet, Cisco,
TrendMicro, IBM and Netscout Arbo. With V Secure, your Company offers enterprise customers
a range of reliable, industry-leading security solutions, that align with their current
and future cyber security needs.
Integrated IoT Solutions
• One of the strategic focus areas for your Company has been to strengthen its
market leadership in IoT and other emerging technology businesses. The Integrated IoT
offering is designed to simplify and accelerate the digital transformation journey for
enterprises.
• Business has always been ahead of the curve & built the edge over
competition in terms of implementing large and complex IoT Projects serving enterprises
across India. Vi Business has successfully implemented Smart Mobility, Smart
Infrastructure and Smart Utility IoT solutions across use cases including Automobiles,
Electric Vehicles, BFSI, Logistic & Transportation, Energy & Utility and
Manufacturing.
• Our Integrated IoT solutions have been deployed in varied use cases like Smart
Cities, Smart Lighting, Weather Forecasting, Electric Vehicle (EV), Battery Management
System, Agriculture, Solar & Water Management and more and have delivered business
impact to the enterprises. We continue to be well positioned to capture growth by focusing
on innovations like eSIM and IoT Smart Central. We are the first Telco to commercially
offer GSMA-SAS certified eSIM and first telco to provide eUICC e-SIMs having one of its
kind device assisted switching capabilities. IoT Smart Central is our all-new connectivity
management platform that puts customers in control by giving a comprehensive view of all
of their IoT devices. This adaptive and agile platform helps customers to centrally
manage, control & monitor connectivity options for IoT assets across industries and
use cases.
SME Focus
• The ‘Ready for Next' program by Vi Business partners MSMEs in their
entire digital journey. The ‘Ready for Next' digital self-evaluation process has
helped more than 80,000 MSMEs assess their digital maturity across three aspects - Digital
Customer, Digital Workspace and Digital Business and thus enabling them to adopt right-fit
digital solutions.
• Vi Business Plus - Mobility Bundling solutions are enabling today's mobile
workforce to connect, communicate, collaborate and do a lot more with their postpaid
plans. With unique features like data pooling, Vi Business Plus provides superior customer
experience, with seamless and uninterrupted high-speed data. Vi Business Plus also offers
device security and Google Workspace solutions for SMEs and start-ups in order to help
them improve productivity and efficiency.
Awards and Recognitions
Some key awards and recognitions received by your Company during the period are:
• Vi Business won multiple recognitions at the CIO Choice Awards 2023 under the
following categories:
- Managed Mobility Services (Enterprise Mobility Vendor Category) - 3rd Consecutive win
- Telecom Carrier - Mobile Access (Telecom Services Vendor Category) - 9th Consecutive
win
- Telecom Carrier - International Access (Telecom Services Vendor Category) - 2nd Time
winner
- SIP Trunk (Mobility Vendor Category) - 4th Consecutive win
- Cloud Telephony (Telecom Services Vendor Category) - 3rd Time winner
• Vi Business was awarded the Frost & Sullivan Award 2022 for:
- Best Practices under Indian Cellular IoT Connectivity Service Provider category
- Best Practices Technology Innovation Leadership Award for Indian Session Initiation
Protocol (SIP) Trunking Technology
• Vi Business Ready for Next MSME Campaign has been awarded in Mint Marketing
Awards'22, Brand Equity India DG Awards'23 and in e4M Indian Marketing Awards 2023.
• Our Carrier business unit has been recognized by Asian Telecom Awards‘23
for Application 2 Person (A2P) SMS Monetization of the year award (India).
• At the Voice and Data Awards 2023, Vi Business has been recognized for
innovation and excellence in Customer Service and for Vi Business Hub.
• Vi won the ‘Best Social Media Brand' in the telco category at the MOMMY
Awards.
• Vi won a GOLD for best Social Media brand in the telco category for its #Lookup
Diwali campaign, at the Best Social Media Brand Awards by Social Samosa.
• Vi also won the award for the ‘Best CMO - Customer Experience' at the Pitch
CMO Awards 2023.
• Vi was awarded a SILVER at the ET Brand Equity SPOTT Awards, for best use of
memes & emojis in #SpeedSeBadho campaign.
• Getting a due recognition for excellence in Digital Marketing, Vi won a Silver
at the ET Brand Equity India DG+ Awards'23 for best use of Performance Marketing.
• Vi also got recognized for its ‘Chellam Sir' post, winning a Silver at the
13th edition of E4M Indian Digital Marketing Awards.
• Vi also won the prestigious Frost & Sullivan award in the telco category for
leading AI and ML practices and their application.
• VIL has been listed in Reputation Today's Top 30 Corporate Communication Teams
for three consecutive years in 2021, 2022 and 2023.
• Vi won CX Awards 2023 for ‘Best Customer Experience Team of the Year'.
• Vi was ranked amongst the 100 Best in 2022 Avtar and Seramount Best Companies
for Women in India.
• VIL was ranked amongst the Top 45 companies in Businessworld India's Most
Sustainable Companies Listing 2022.
• Vi was ranked amongst the Top 25 Brands with Best in-house Communications Team
by E4M for 2022.
• Vi won Digital Initiative of the Year for Vendor Compliance Portal Award at
Asian Telecom Awards 2023.
• Vi won Voice & Data Excellence Awards 2022 at the Telecom Leadership Forum
2023 under the following categories:
- Enterprise Business Solution.
- IoT Services.
- Business Process Innovation.
- Enterprise CX.
- Skilling.
• Vi Business won A2P SMS Monetization of the Year at Asian Telecom Awards 2023.
• Vi campaigns won two awards at E4M IPRCCA 2023 Awards:
- Gold for Vi Smart Agri under CSR & Not-for-profit (Beyond Metro) category.
- Silver for ‘Vi 5G showcase' at India Mobile Congress 2022 in the Event &
Experiential Marketing (Product & Promotion) category.
• Vi was awarded Gold for Best Use of Video Content & Best Social Media Brand
in Telecom at the Social Samosa SAMMIE Awards 2022.
• Vi was awarded Silver for Best Use of Topical Posts in a Campaign at the E4M
Indian Digital Marketing Awards 2022.
• VIL was awarded for Excellence in Pandemic Response by Fintech India Innovation
at Fintech India Expo 2022.
• Vi was awarded Silver for Use of Memes & Emojis at the ET Brand Equity SPOTT
Awards 2022.
• Vi won two awards in the ET Brand Equity - India DigiPlus Awards 2023.
- Silver - Best Use of Performance Marketing.
- Bronze - Digital Campaign in the B2B Category.
• Vi Business was awarded Gold for ‘Ready For Next' initiative at E4M Indian
Marketing Awards.
Subsidiaries and Joint Ventures
As on March 31, 2023, your Company has nine Subsidiary Companies, Joint Venture Company
and one Associate Company, details whereof are given below:
Subsidiaries
1. Vodafone Idea Manpower Services Limited (VIMSL)
VIMSL is engaged in the business of providing manpower services to the Company. During
the year
under review, the total income stood at Rs. 743 Mn compared to Rs. 684 Mn in the
previous year.
2. Vodafone M-pesa Limited (VMPL)
VMPL was in the business of Prepaid Payment Instruments (PPI) and Business
Correspondence and provided customers with a mobile wallet and money transfer services in
the form of M-pesa. VMPL has ceased all operations and surrendered its Prepaid Payments
Instruments Licence issued by the Reserve Bank of India (RBI) under the Payment and
Settlement System Act, 2007 with effect from September 30, 2019 as per the guidance and
approval of RBI - Department of Payment and Settlement System (DPSS) and also terminated
its Business Correspondence Agreement with ICICI Bank with effect from July 31, 2019.
Post completion of the three year period on September 30, 2022, as was directed by RBI
while approving the surrender of the PPI Licence, VMPL had written to the RBI on way
forward relating to compliances to be continued, post which RBI advised to continue
maintaining the un-extinguished liability towards PPI holders and merchant in the escrow
account till further communication.
3. Vodafone Idea Business Services Limited (VIBSL)
VIBSL is an outsourcing hub for back-end IT support, data centre operations and hosting
services to the Company and its subsidiaries. It also has an OSP license business. During
the year under review, the total income stood at Rs. 1,364 Mn as compared to Rs. 1,256 Mn
in the previous year.
4. Vodafone Idea Communication Systems Limited (VICSL)
VICSL is engaged in the business of trading of Mobile handsets, Data Card and related
accessories and services. During the year under review, the total income stood at Rs. 453
Mn compared to Rs. 548 Mn in the previous year.
The Board of Directors of VICSL, at their meeting held on August 11, 2021, approved a
Scheme of Amalgamation ("the Scheme") for merger of Connect (India) Mobile
Technologies Private Limited ("CIMTPL"), a wholly owned subsidiary of VICSL,
with VICSL under sections 230 to 232 and other applicable provisions of the Companies Act,
2013. The Scheme was approved by the Ahmedabad bench
of National Company Law Tribunal vide its order dated December 22, 2022 and a certified
true copy of the said order was received on January 3, 2023 which was filed with the
Registrar of Companies, Ahmedabad, on January 31, 2023, thereby making the Scheme
effective from January 31, 2023.
5. Connect (India) Mobile Technologies Private Limited (CIMTPL)
CIMTPL was a wholly owned subsidiary of VICSL. Pursuant to order passed by the
Ahmedabad bench of National Company Law Tribunal dated December 22, 2022, CIMTPL has been
amalgamated with the VICSL with effect from January 31, 2023.
6. Vodafone Idea Telecom Infrastructure Limited (VITIL)
VITIL is engaged in renting out Passive Infrastructure to Telecommunication Service
Providers for hosting their active equipment on existing fibre portfolio of ~ 169,577 kms.
During the year under review, the total income stood at Rs. 8,455 Mn compared to Rs. 8,142
Mn in previous year.
7. Vodafone Idea Shared Services Limited (VISSL)
VISSL is an outsourcing hub for Finance & Accounts, Human Resources, Supply Chain
Management, Credit & Collection Support, Customer Support and catering to the
Information Technology (IT) needs for data consolidation, back end IT support for the
Company and its subsidiaries. During the year under review, the total income stood at Rs.
1,195 Mn compared to Rs. 1,401 Mn in the previous year.
8. Vodafone Idea Technology Solutions Limited (VITSL)
VITSL is engaged in providing Technology, Software, Hardware, Value Added Services
(VAS), Application Software, Contents and related products and services that facilitate
and develop access to IT enabled VAS products and services whether on single or multiple
platform(s) or operating system(s). VITSL is also engaged in the business of providing
Data Centre related services and IT Solutions (including E-SIMs) to its customers. During
the year under review, the total income stood at Rs. 191 Mn compared to Rs. 79 Mn in the
previous year.
9. You Broadband India Limited (YBIL)
YBIL is engaged in providing high speed broadband internet access through cable
network, high bandwidth internet broadband services to enterprise segment, infrastructure
support to licensed telecommunication service providers. During the year under review, the
total income stood at Rs. 1,372 Mn compared to Rs. 1,568 Mn in the previous year.
10. Vodafone Foundation (VF)
VF is a Section 8 Company as per Companies Act, 2013. Pursuant to the enactment of
Companies Act, 2013 and Section 135 of the Companies Act, 2013, VF is an implementing
agency and carries out Corporate Social Responsibility (‘CSR') activities for the
Company, its subsidiaries, associate and joint venture, promoter group companies in line
with the Schedule VII of the Companies Act, 2013. VF primarily focuses on CSR activities
that includes promoting and development of (a) education,
(b) financial literacy, (c) empowerment of women, (d) healthcare, (e) environment, (f)
eradication of poverty, (g) improving socio-economic condition of farmers.
Joint Venture Company Firefly Networks Limited
Firefly Networks Limited (‘FireFly') is a joint venture with Bharti Airtel
Limited, with each partner having equal (50% each) shareholding. The main objective of
Firefly is to conduct the business of site acquisition, installation, commissioning,
operations and maintenance of Infrastructures at the Hotspots to enable telecommunication
and internet service providers, to offer customers Wi-Fi access across the territory.
Revenue from operations for the Financial Year ended March 31, 2023 was Rs. 196 Mn as
compared to previous year's Rs. 161 Mn. The Board of Directors have resolved to sell the
equity held in the said joint venture, subject to all necessary approvals.
Associate Company
Aditya Birla Idea Payments Bank Limited (ABIPBL),
an associate of the Company had decided to wind up business voluntarily on July 19,
2019, due to unanticipated developments in the business landscape of payments bank that
have made the economic model unviable. ABIPBL had filed for voluntary winding up before
the Hon'ble Bombay High Court and the Hon'ble High Court vide its order dated September
18, 2019, approved voluntary winding up of ABIPBL. ABIPBL is in process of winding-up.
In accordance with the provisions contained in Section 136(1) of the Companies Act,
2013 (Act), the Annual Report of the Company, containing therein its standalone and the
consolidated financial statements are available on the Company's website https://www.myvi.in/
investors/annual-reports.
Further, pursuant to the said requirement, the financial statements of each of the
aforesaid subsidiary companies are available on the Company's website https://www.
myvi.in/investors/annual-reports and shall be available for inspection during business
hours at the Registered Office of the Company. Any member who is interested in obtaining a
copy of the financial statements may write to the Company Secretary at the Registered
Office of the Company.
In terms of provisions contained in Section 129(3) of the Act, read with Rule 5 of the
Companies (Accounts) Rules, 2014, a report on the performance and financial position of
each of the subsidiaries and joint venture companies in Form AOC-1 is provided as 'Annexure
A' to this report.
Consolidated Financial Statements
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and
Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Consolidated Financial Statements forms part of this Annual Report and shall
also be laid before the shareholders in the ensuing Annual General Meeting of the Company.
The Consolidated Financial Statements have been prepared in accordance with the Indian
Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014.
Risk Management
In compliance with the requirements of regulations contained in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the
Companies Act, 2013, your Company has constituted a sub-committee of Directors known as
Risk Management Committee, details whereof are set out in the Corporate Governance Report
forming part of the Annual Report to oversee Enterprise Risk Management Framework. The
role of the Risk Management Committee is inter-alia to approve the strategic risk
management framework of the Company, and review the risk mitigation strategies and results
of risk identification, prioritization & mitigation plans.
Your Company has a well-established Enterprise-wide Risk Management (ERM) framework in
place for identification, evaluation and management of risks, including the risks
which may threaten the existence of the Company. In line with your Company's commitment
to deliver sustainable value, this framework aims to provide an integrated and organized
approach for evaluating and managing risks.
A detailed exercise is carried out to identify, evaluate, manage and monitor the risks.
As required the Committee/ Board meets to review the risks and steps to be taken to
control and mitigate the same.
Detailed discussion on Risks forms part of Management Discussion and Analysis Report
which forms part of this Annual Report under section 'Opportunities, Risks, Concerns and
Threats'.
Employee Stock Option Schemes
Your Company values its employees and is committed to adopt the best HR practices for
rewarding them suitably. In this direction your Company had implemented the Employee Stock
Option Scheme, 2006 (ESOS-2006) and Employee Stock Option Scheme, 2013 (ESOS-2013) with an
objective of enabling the Company to attract and retain talented human resources by
offering them the opportunity to acquire a continuing equity interest in the Company and
made grants to eligible employees under ESOS-2006 and ESOS-2013 from time to time.
The Board of your Company has also approved broad parameters for implementing a new
Employee Stock Option Scheme - 2018 (ESOS-2018), which has also been approved by the
members at the Annual General Meeting held on December 22, 2018. The said Scheme is in the
process of being implemented. Further, details of plans also form part of Notes to
Financial Statements.
In terms of the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, the details of the Stock Options and Restricted Stock Units granted
under the above mentioned Schemes are available on your Company's website
https://www.myvi.in/investors/ annual-reports.
A certificate from M/s. Umesh Ved & Associates, Company Secretaries, Secretarial
Auditors, certifying that the Company's Stock Option Plans are being implemented in
accordance with the ESOP Regulations would be placed at the Annual General Meeting for
inspection by Members.
Internal Financial Control Systems and its adequacy
Your Company has in place adequate internal control systems commensurate with the size
of its operations. The Company has in place adequate controls, procedures and policies,
ensuring orderly and efficient conduct of its business, including adherence to the
Company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records and timely preparation of reliable
financial information. Based on the framework of internal financial controls and
compliance systems established and maintained by the Company, the work performed by the
internal auditors and the reviews performed by management and the Audit Committee, the
Board is of the opinion that the Company's internal financial controls were adequate and
effective during the Financial Year 2022-23.
Human Resource Management
Your Company's people architecture has been built on the principles of being a consumer
centric company with technology as the bedrock. The organization has equipped itself for
high change agility, has embedded trust at the foundation of its people agenda, and has
adopted digital as the first port of call for all solution building.
VIL has been recognized for being amongst Top 100 companies for Women in India 2022 by
a study conducted by Avtar and Seramount BCWI Study 2022. During the Financial Year ending
2022-23, female representation in the VIL workforce increased by 2%. At least 50% hiring
of women has been ensured in various campus hiring programs. Development programs have
been rolled out for senior, middle and junior level women employees for career
acceleration. Policies have been made more inclusive by introducing primary care givers
and same sex partners as beneficiaries. Pulse checks and focused group discussions with
all women colleagues and maternity return employees have been conducted to assess
experience and impact of programs. Child care assistance, elder care assistance and mental
well-being assistance has been introduced for all employees. Infrastructure support has
been improved with dedicated parking facilities to expectant mothers and differently abled
people in all major office locations. A large intervention has been initiated to provide
geo tagged hygienic restroom facilities in sales beats where women are deployed.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section forming part of the Annual Report.
Corporate Governance
Your Company is committed to maintain the highest standards of Corporate Governance.
Your Company continues to be compliant with the requirements of Corporate Governance as
enshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations'). A Report on Corporate Governance as stipulated under the
Listing Regulations forms part of the Annual Report. A certificate from the Statutory
Auditors of the Company, confirming compliance with the conditions of Corporate
Governance, as stipulated in the Listing Regulations forms part of the Annual Report.
Business Responsibility and Sustainability Report
As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability Report, describing the initiatives
taken by the Company from environmental, social and governance perspective is presented in
a separate section forming part of the Annual Report.
Corporate Social Responsibility
In terms of the provisions of section 135 of the Companies Act, read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your
Company has constituted a Corporate Social Responsibility ("CSR") Committee. The
composition and terms of reference of the CSR Committee is provided in the Corporate
Governance Report which forms part of this report.
The Company has revised the policy on Corporate Social Responsibility (‘CSR') to
include changes based on Companies (Corporate Social Responsibility Policy) Amendment
Rules, 2021 and the revised policy was recommended by the CSR Committee and approved by
the Board and the same can be accessed on the Company's website at https://www.myvi.
in/investors/corporate-goverance.
In view of the losses incurred by the Company during the last three financial years,
the Company has no obligation for CSR spend during the Financial Year 2022-23.
However, believing in giving and caring for the underprivileged and inclusion of all,
as well as the dispensation of Ministry of Corporate Affairs, your Company spent Rs. 115
Mn towards CSR activities in Financial Year 2022-23. The spend during the year was as per
the MCA directive to the Company to spend the unspent CSR obligation of Rs. 229 Mn for
Financial Year 2017-18 in 8 equal instalments over 8 quarters, commencing from April 2021.
Accordingly, the Board of the Company had passed a resolution to spend the unspent CSR
obligation for Financial Year 2017-18 in eight equal quarters beginning from April-June
2021. During Financial Year 2022-23, Company has spent the remaining amount of Rs. 115 Mn
and with this the unspent CSR obligation for Financial Year 2017-18 has been completed.
The CSR activities undertaken out of the contribution positively impacted the lives of
around 26 Lakh people directly across 21 States through multiple initiatives undertaken in
the domains of (a) education, (b) financial literacy, (c) empowerment of women, (d)
agriculture & livelihood, (e) eradication of poverty. Your Company continued the
projects of previous year which were of the duration of two years and also leveraged the
technology platforms that have been developed during the course of the projects.
The Company's key objective is to actively contribute to the social and economic
development of the communities by leveraging technology and purposeful innovation to
catalyze social prosperity, digital literacy and inclusivity. Your Company during the
reporting year continued the support to 1.6 lakh farmers in Madhya Pradesh, Maharashtra,
Rajasthan and Uttar Pradesh towards the much appreciated Smart Agri project where loT
solutions have been deployed for realtime inputs by farmers in their farm fields.
Additionally, during the year 20,000 farmers were supported under the project in Varanasi.
Similarly under Education, Financial Literacy and Women Empowerment support continued.
Your Company during the year conducted the impact assessment of the projects. The impact
assessment finding has shown 70% increase in the income of the smart agri project farmers,
93% Jigyasa project teachers are using ICT tools in teaching, 99% students of scholarship
have reported that the scholarship helped to shape their ambition, 83% beneficiaries of
Jaadu Ginni Ka project have reported improvement in awareness of digital financial
services etc. Your Company continued the engagement with key stakeholders and during the
India
Mobile Congress showcased the importance of loT solutions through mobile technology to
address the agriculture related issues.
The brief outline of the CSR policy of the Company and the initiatives undertaken by
the Company on CSR activities during the year under review are set out in 'Annexure B'
of this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Amendment Rules, 2021.
Directors' Responsibility Statement
The Audited Financial Statements for the year under review are in conformity with the
requirements of the Companies Act, 2013 and the applicable Accounting Standards. The
financial statements reflect fairly the form and substance of transactions carried out
during the year under review and reasonably present your Company's financial condition and
results of operations. Your Directors, to the best of their knowledge and belief, confirm
that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanations relating to material departures, if any;
b) the accounting policies selected have been applied consistently and judgements and
estimates are made that are reasonable and prudent, so as to give a true and fair view of
the state of affairs of your Company as at the end of the financial year and of the
financial performance and cash flows of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of your
Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts were prepared on a going concern basis;
e) your Company had laid down internal financial controls and that such internal
financial controls are adequate and were operating effectively; and
f) your Company has devised a proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Directors and Key Managerial Personnel
During the year under review, Mr. Himanshu Kapania stepped down as Chairman of the
Board whilst continuing to be a Non-Executive Director of the Company w.e.f. August 18,
2022.
Mr. Ravinder Takkar expressed his desire to step down from the position of Managing
Director & Chief Executive Officer on completion of his term and continue to be a
Non-Executive Director on the Board of the Company w.e.f. August 19, 2022. Accordingly,
the Board decided to appoint Mr. Ravinder Takkar, as Chairman of the Board in place of Mr.
Himanshu Kapania with effect from August 19, 2022.
Further, Mr. Arun Thiagarajan completed his second term as an Independent Director of
the Company on August 26, 2022 and consequently retired from the Board. The Board places
on record its sincere appreciation for the valuable guidance and contribution made by Mr.
Arun Thiagarajan in the deliberations of the Board and Committees during his tenure as
Director.
The Board, based on the recommendation of Nomination and Remuneration Committee, had
appointed Mr. Anjani Kumar Agrawal as an Independent Director (Non-Executive) with effect
from August 27, 2022 for a period of three years. The same was confirmed and approved by
the members of the Company at the 27th Annual General Meeting held on August
29, 2022.
In accordance with the provisions of the Companies Act, 2013, Mr. Himanshu Kapania and
Mr. Sushil Agarwal are liable to retire from office by rotation, and being eligible, have
offered themselves for re-appointment at the ensuing Annual General Meeting of the
Company.
Post the year end, Mr. K.K. Maheshwari (representing Aditya Birla Group) resigned from
the Board of the Company with effect from April 19, 2023. Further, Mr. Diego Massidda
(representing Vodafone Group) resigned from the Board of the Company with effect from May
25, 2023. The Board places on record its sincere appreciation for the valuable guidance
and contribution made by Mr. K. K. Maheshwari and Mr. Diego Massidda in the deliberations
of the Board during their tenure as Director(s).
The Board based on the recommendation of the Nomination & Remuneration Committee
appointed Mr. Kumar Mangalam Birla as an Additional Director (Non-Executive and
Non-Independent), representing Aditya Birla Group effective April 20, 2023, who holds the
office till the date of the ensuing Annual General Meeting (AGM). The Nomination and
Remuneration Committee also
appointed Mr. Sateesh Kamath as an Additional Director (Non-Executive and
Non-Independent), representing Vodafone Group effective May 25, 2023, who will hold office
till the date of the ensuing Annual General Meeting (AGM). The Company has received
requisite notice from a member under Section 160 of the Companies Act, 2013, proposing the
appointment of Mr. Kumar Mangalam Birla and Mr. Sateesh Kamath as Director(s) at the AGM.
Accordingly, the Board recommends their appointment.
All Independent Directors have submitted their declaration of independence, pursuant to
the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing
Regulations, stating that they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Board is of the
opinion that the Independent Directors of the Company possess requisite qualifications,
experience, expertise and hold highest standards of integrity.
All Independent Directors of your Company have registered their name in the data bank
maintained with the Indian Institute of Corporate Affairs, in terms of the provisions of
the Companies (Appointment and Qualification of Directors) Rules, 2014.
Mr. Akshaya Moondra, Chief Financial Officer of the Company was elevated to the
position of Chief Executive Officer with effect from August 19, 2022 upon resignation of
Mr. Ravinder Takkar. Further, Mr. Murthy GVAS who was the Finance Controller and Head
Taxation, was appointed as Interim Chief Financial Officer of the Company w.e.f. February
15, 2023.
A brief profile of the Directors proposed to be appointed/ re-appointed are annexed to
the Notice convening Annual General Meeting forming part of this Annual Report.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company are Mr. Akshaya Moondra, Chief Executive Officer, Mr.
Murthy GVAS, Chief Financial Officer and Mr. Pankaj Kapdeo, Company Secretary.
Board Evaluation and Familiarization Programme
The evaluation framework for assessing the performance of Directors of your Company
comprises of contributions at the meetings, strategic perspectives or inputs regarding
the growth or performance of your Company, among others. The evaluation parameters and
the process have been explained in the Corporate Governance Report forming part of the
Annual Report of the Company. The Nomination & Remuneration Committee have laid down
the manner in which formal evaluation of the performance of the Board, its Committee and
Individual Directors has to be made. The Board has carried out the Annual Performance
Evaluation of its own performance, Board Committees and Individual Directors pursuant to
the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations.
The details of programme for familiarization of Independent Directors of your Company
is available on your Company's website https://www.mwi.in/investors/corporate-goverance.
Remuneration Policy
The Company has a Remuneration Policy in place encompassing the appointment and
remuneration philosophy of the Company. The Policy comprises of the various elements and
terms of appointment. The Policy consists of various aspects in connection to Remuneration
Program applicable for Directors, Key Managerial Personnel and Senior Management of the
Company, Performance Goal Setting, Benefit & Perquisites, Compliance and other such
elements.
The policy was formulated by the Nomination and Remuneration Committee in terms of
Section 178(3) of the Companies Act, 2013 and it also includes the criteria for
determining qualifications, positive attributes, independence of a Director and other
matters. A copy of the said policy is available on the website of the Company https://www.myvi.
in/investors/corporate-goverance.
Dividend Distribution Policy
The Board has in compliance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, formulated Dividend Distribution Policy. This policy will provide
clarity to the stakeholders on the dividend distribution framework of the Company. The
Policy sets out various internal and external factors which shall be considered by the
Board in determining the dividend payout. The dividend distribution policy is attached as
'Annexure G' to this report and is also available on the website of the Company https://www.myvi.
in/investors/corporate-goverance.
Board Meetings
During the year, eleven meetings of the Board of Directors were held. The details of
the meetings and the attendance
of the Directors are provided in the Corporate Governance Report. Further, maximum
interval between two meetings of the Board of the Directors has not exceeded 120 days.
Board Committees
Your Company has in place the Committee(s) as mandated under the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There are currently seven committees of the Board, namely:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders' Relationship Committee
4. Risk Management Committee
5. Corporate Social Responsibility Committee
6. Capital Raising Committee
7. Finance Committee
Details of the Committees along with their charter, composition and meetings held
during the year, are provided in the Corporate Governance Report, which forms part of this
report.
Contract and Arrangements with Related Parties
All contracts/arrangements/transactions entered by the Company during the Financial
Year with the related parties are detailed in the Note 57 of the Standalone Financial
Statements were in ordinary course of business and at an arm's length basis.
The related party transaction which are considered material during the year is the
existing arrangement with Indus Towers Limited (Indus), which provides Passive
Infrastructure Services and related operations and maintenance services to various telecom
operators in India, including your Company. Indus is continuing as a related party, as the
same is a Joint Venture of the Promoter Group.
Indus is currently one of the world's largest independent passive infrastructure
providers. Your Company had entered into a Master Service Agreement (MSA) with Indus in
2008 (which has been amended from time to time) for availing passive infrastructure
services provided by them in certain service areas. The MSA requires individual tenancy
service contracts to be executed for each passive infrastructure site, the terms of which
vary depending on the location, type of site, number of existing tenants, etc. and contain
lock in period for ensuring continuity. Such terms are
similarly applicable to all other telecom providers having arrangement with Indus. The
details of the material related party transaction with Indus for the Financial Year ended
March 31, 2023 is provided in Form AOC-2, which is attached as 'Annexure C' to this
report.
None of the related party transactions entered into by the Company were in conflict
with the Company's interest. There are no materially significant related party
transactions made by the Company with Promoters, Directors or Key Managerial Personnel
etc. which may have potential conflict with the interest of the Company at large. Member's
approval for Material Related Party Transaction, as defined under the Listing Regulations
shall be obtained at the ensuing Annual General Meeting.
All Related Party Transactions are placed before the Audit Committee/Board, as
applicable, for their approval. Omnibus approvals are taken for the transactions which are
repetitive in nature. The Company has implemented a Related Party Transaction Manual and
Standard Operating Procedures for the purpose of identification and monitoring of such
transactions. The details of the transactions with Related Parties are provided in the
accompanying financial statements as required under Ind AS 24.
The policy on Related Party Transactions is uploaded on the Company's website https://www.myvi.in/investors/
corporate-goverance.
Particulars of Loans, Guarantees and Investments
As your Company is engaged in the business of providing infrastructural facilities, the
provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees
given or securities provided are not applicable to the Company. The details of such loans
made and guarantees given are provided in the standalone financial statements. Also,
particulars of investments made by the Company are provided in the notes to standalone
financial statements.
Vigil Mechanism - Speak Up policy
Your Company has in place a vigil mechanism for directors and employees to report
concerns about unethical behaviour, actual or suspected fraud or violation of your
Company's Code of Conduct. Adequate safeguards are provided against victimization to those
who avail of the mechanism and direct access to the Chairman of the Audit Committee in
exceptional cases.
The Vigil Mechanism - Speak Up policy is available on your Company's website https://www.myvi.in/investors/
corporate-goverance.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as required to be disclosed pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given
to the extent applicable in 'Annexure D' forming part of this report.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as 'Annexure E'
to this report.
In accordance with the provisions of Section 197(12) of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other
particulars of employees drawing remuneration in excess of the limits set out in the
aforesaid Rules, forms part of this Report. However, in line with the provisions of
Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to
all Members of your Company excluding the aforesaid information about the employees. Any
Member, who is interested in obtaining these particulars about employees, may write to the
Company Secretary at the shs@vodafoneidea.com.
Statutory Auditors
The members of the Company pursuant to the recommendation of the Audit Committee and
the Board of Directors; had at the 27th Annual General Meeting held on August 29, 2022,
appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Firm
Registration No. 101049W/E300004, as the Statutory Auditors of the Company for another
period of five years till the conclusion of 32nd Annual General Meeting of the Company to
be held in the Calendar Year 2027. Consequently, the existing Statutory Auditors have been
re-appointed for another term pursuant to Section 139(2) of the Act.
Auditors' Report and Notes to Financial Statements
The Board has duly reviewed the Statutory Auditors' Report on the Financial Statements
including the emphasis of matter relating to the Company's financial condition as at March
31, 2023 and its debt obligations due for the next 12 months, which has impacted the
Company's ability to generate the cash flow that it needs to settle/refinance
its liabilities as they fall due, which along with its financial condition is resulting
in material uncertainty that casts significant doubt on the Company's ability to make the
payments mentioned therein and continue as a going concern. The report does not contain
any qualification, reservation, disclaimer or adverse remarks.
Note 4 to the standalone financial statements covers the Material Uncertainty Related
to Going Concern issue and the comments under para xix of Annexure 1 to the Independent
Auditors' Report, the clarification of which is self-explanatory. The Board believes that
the Company's ability to continue as a going concern is dependent on raising additional
funds as required, successful negotiations with lenders and vendors for continued support
and generation of cash flow from operations that it needs to settle its liabilities as
they fall due. Pending the outcome of the above matters, these financial statements have
been prepared on a going concern basis. As of date, the Company has met all its debt
obligations.
Further, with regard to the comment under para i(a)(A) and i(b) of Annexure 1 to the
Independent Auditors' Report relating to updation of situation and quantitative details
relating to certain property, plant and equipment being relocated and physical
verification of property, plant and equipment, it is reported that the Company had
undertaken a large scale network integration activity in earlier years. Following
completion of the said exercise, the Company had initiated the process of reconciliation
of these property, plant and equipment, including updation of quantitative and situation
details thereof in its records, which is likely to complete in the current year.
Further, with regard to the comment under para ix(d) of Annexure 1 to the Independent
Auditors' Report regarding utilisation of funds raised on short term basis (in form of
trade payable and other liabilities) for long term purposes (representing acquisition of
property, plant and equipment and to fund the losses of the Company), it is reported that
the funds have been utilised in line with the purpose for which they were raised.
Reporting of Frauds by Auditors
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditors have reported to the Audit Committee, any instances of fraud committed against
the Company by its officers and employees, the details of which would need to be mentioned
in Board's Report under Section 143(12) of the Act.
Cost Audit and Cost Auditors
The Company is required to make and maintain cost records pursuant to Section 148 of
the Companies Act, 2013.
In terms of the provisions of Section 148 of the Companies Act, 2013, read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your
Company on the recommendation of the Audit Committee appointed M/s. Sanjay Gupta &
Associates, Cost Accountants, as the Cost Auditors, to conduct the Cost Audit of your
Company for the Financial Year ended March 31, 2023. The Cost Auditors will submit their
report for Financial Year 2022-23 within the timeframe prescribed under the Companies Act,
2013 and rules made thereunder. The Cost Audit report for the Financial Year 2021-22 did
not contain any qualification, reservation, disclaimer or adverse remark.
The Board, on the recommendation of Audit Committee, has re-appointed M/s. Sanjay Gupta
& Associates, Cost Accountants, as Cost Auditors of the Company for Financial Year
2023-24.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost
Auditors has to be ratified by the shareholders, the Board recommends the same for
approval by shareholders at the ensuing Annual General Meeting.
Secretarial Auditor
In terms of the provision of the Section 204 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad, as the
Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial
Year ended March 31, 2023. The report of the Secretarial Auditor is annexed to this report
as 'Annexure F'. The contents of the Secretarial Audit Report are self-explanatory
and do not contain any qualification, reservation or adverse remark.
As per Regulation 24A of the Listing Regulations, material unlisted subsidiaries of a
listed entity incorporated in India is required to annex a Secretarial Audit Report issued
by a Company Secretary in practice. Due to networth of the Company being negative,
Vodafone Idea Communication Systems Limited, Vodafone Idea Shared Services Limited
and Vodafone Idea Manpower Services Limited were material subsidiaries of the Company.
In compliance with the requirement, the Secretarial Audit Report of material subsidiaries
is attached as Annexure F-1 to F-3 to the Annual Report.
Compliance with Secretarial Standards
The Company has generally complied with all the applicable provisions of Secretarial
Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2), respectively issued by Institute of Company Secretaries of India.
Annual Return
As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter
VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual
Return in Form MGT-7 for Financial Year 2022-23 is uploaded on the website of the Company
and can be accessed at https://www.myvi.in/investors/annual-reports.
Sustainability Journey
Telecom sector provides connectivity to individuals & communities that fosters
empowerment and inclusion. The near ubiquitous reach of the mobile makes it the most
relevant channel for last mile outreach. The mobile phone has become the fastest window to
a world of information, better education, livelihood, employment, health, inputs on
agricultural practices and governance.
Being a telecom company, VIL has been adopting various solutions/approaches to ensure
that its networks are run in an energy efficient manner.
Our primary focus has been on reducing energy cost and minimizing environmental impact
of the Company's operations. We prioritize adaptability, agility and foresight to ensure
that our business models, operations, acquisitions and projects are not locked into
unsustainable paths. Our sustainability journey gets complimented with our corporate
responsibility agenda which is directed towards addressing some of India's critical social
and developmental challenges in both rural and urban communities using the inherent
potential and reach of the mobile technology and platform and reducing the environmental
impact with increasing preference and usage of digital.
We are fully committed towards creating value for all stakeholders from customers to
partners, to employees, to communities and to the larger planet. We achieve this
through our passion for customer satisfaction, supporting our partners as they build
capacity, engaging with and valuing our employees in an inclusive agenda to instill pride
in the work we do and develop sustainable business practices. This is being done with our
responsible support towards digital inclusion as a national goal and in continuing with
our practices of community development in areas like education & skilling, women
empowerment and agriculture.
We also firmly believe that sustainable development cannot be achieved with mere focus
within own boundary of business practices. The Company has forged meaningful and impactful
partnerships with its vendors and partners to address the needs and challenges related to
sustainability. We will continue to be future-ready by staying ahead of the curve and
being charged up to thrive in a sustainable tomorrow by building sustainable businesses
and propositions. The Company has a robust Sustainability Framework of Policies, Technical
Standards etc. which help in Sustainability journey of the Company.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition And
Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaints Committee (ICC) has been set-up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the Financial Year 2022-23, 8 complaints
pertaining to sexual harassment were received and as on March 31, 2023, 6 have been
resolved and
remaining 2 complaints are under investigation. PoSH awareness campaign helped in
reinforcing awareness amongst employees. IC Committee members and HR colleagues have been
trained on PoSH compliance.
Other Disclosures
- There are no material changes and commitments affecting the financial position of
your Company between end of financial year and the date of report, other than those
disclosed in the significant developments section of the Board's Report.
- Your Company has not issued any shares with differential voting rights.
- There was no revision in the financial statements.
- Your Company has not issued any sweat equity shares.
- There was application made or proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with
any Bank or Financial Institution.
- There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations, other than the
order passed by the Hon'ble Supreme Court on the AGR matter in October, 2019, which has
been disclosed in the significant developments section of the Board's report.
Acknowledgement
Your Directors place on record their sincere appreciation to the Department of
Telecommunications, Telecom Regulatory Authority of India, the Central Government, the
State Governments, all its investors & stakeholders, bankers,
technology providers, equipment suppliers, value added service partners, all the
business associates and above all our subscribers for the co-operation and support
extended to the Company. Your Directors also wish to place on record their deep
appreciation to the employees for their hard work, dedication and commitment.
For and on behalf of the Board
| Ravinder Takkar |
Himanshu Kapania |
| Non-Executive Chairman |
Non-Executive Director |
| (DIN : 01719511) |
(DIN : 03387441) |
Place : Mumbai Date : May 25, 2023
  Â