Tanla Platforms Ltd
Directors Reports
To the Members,
Your Board of Directors take pleasure in presenting the 27th Annual Report Tanla
Platforms Limited ("Tanla" or the "Company") together with the Audited
Financial Statements (Standalone & Consolidated) for the Financial Year ended March
31, 2023.
State of affairs and financial position Financial Summary
(Rs. in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations |
1,14,871.87 |
1,24,687.30 |
3,35,455.49 |
3,20,597.33 |
| Other income |
11,676.43 |
2,731.56 |
2,619.92 |
1,612.62 |
| Total Income |
1,26,548.30 |
1,27,418.86 |
3,38,075.41 |
3,22,209.95 |
| Cost of services |
97,303.04 |
1,02,933.93 |
2,51,783.40 |
2,29,793.74 |
| Operating expenses |
8,967.07 |
8457.34 |
25,015.05 |
20,918.73 |
| Depreciation |
687.69 |
643.59 |
4,617.13 |
4,085.63 |
| Total Expenses |
1,06,957.81 |
1,12,034.86 |
2,81,415.58 |
2,54,798.11 |
| Profit before tax and exceptional items |
19,590.49 |
15,384.00 |
56,659.83 |
67,411.84 |
| Exceptional item: Reversal of provision for impairment of investment in subsidiary |
- |
- |
- |
- |
| Profit before Tax |
19,590.49 |
15,384.00 |
56,659.83 |
67,411.84 |
| Less: Tax expense |
2,215.60 |
3,515.76 |
11,894.97 |
13,483.92 |
| Profit After Tax |
17,374.89 |
11,868.24 |
44,764.86 |
53,927.91 |
| Other Comprehensive Income |
-212.59 |
46.79 |
2,003.24 |
687.9 |
| Total Comprehensive Income |
17,162.30 |
11,915.03 |
46,768.10 |
54,615.81 |
| Attributable to: |
|
|
|
|
| Shareholders of the Company |
17,115.89 |
11,915.03 |
46,768.10 |
54,615.81 |
| Non-controlling interests |
- |
- |
- |
- |
| Retained earnings - opening balance |
22,300.43 |
11,785.50 |
85,192.45 |
32,617.85 |
| Add: Profit for the Year |
17,374.89 |
11,868.24 |
44,764.86 |
53,927.91 |
| Less: Dividend and dividend tax |
-10,859.64 |
-1353.31 |
-10,859.64 |
-1353.31 |
| Less: Adjustment of tax relating to PY's |
-46.41 |
- |
- |
- |
| Retained earnings - closing balance |
28,769.27 |
22,300.43 |
1,19,097.67 |
85,192.45 |
| Earnings per Share (EPS) -Basic |
12.89 |
8.75 |
33.05 |
39.77 |
| Earnings per Share (EPS)-Diluted |
12.89 |
8.75 |
33.04 |
39.74 |
Consolidated Performance
Revenue grew by 4.6% YoY to 3,35,455.49 lakhs primarily driven by combination of
increased wallet share from our existing business, change in ILD pricing, growth in
WhatsApp and other channels, new customer additions and creation of new revenue stream
Trubloq.
Cost of services grew by 9.57% YoY to 2,51,783.40 lakhs. Net profit decreased by 17%
YoY to 44,764.86 lakhs and EPS decreased by 17% to 33.05.
Standalone Performance
Revenue decreased by 7.87% to 1,14,871.87 lakhs YoY. Cost of services decreased by
5.47% to 97,303.04 lakhs YoY. Net profit increased by 46 (%) to 17,374.89 lakhs YoY.
Earnings per share (EPS) increased 47% to 12.89 YoY.
Dividend
The Company recommended / declared dividend as under:
|
FY. 2022-23 |
| Revenue from operations Other income |
Dividend per share (in ) |
Dividend pay- out (in crores) |
| Interim dividend |
6 |
81.45 |
| *Final dividend |
4 |
53.76 |
| Total dividend |
10 |
135.21 |
*Recommended by the Board of Directors at its meeting held on April 26, 2023. The
payment is subject to the approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.
The Dividend Distribution Policy of the Company is uploaded on the Company's website
https://www.tanla.com/ media/images/Policies/DividendDistributionPolicy.pdf Change in the
nature of business
There has been no change in the nature of business carried on by the Company during the
year under review.
Material changes and commitments affecting financial position between the end of the
financial year and date of the report
There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report, except the following: The Company
executed a Share Purchase Agreement with ValueFirst Digital Media Private Limited
("VF Digital India") and its shareholders on June 8, 2023, and completed
acquisition of 100% of paid-up share capital of VF Digital India on July 3, 2023. Pursuant
to completion of this acquisition, VF Digital India becomes a wholly owned subsidiary of
Tanla Platforms Limited with effect from July 3, 2023.
Transfer to Reserves
The closing balance of the retained earnings of the Company as on March 31, 2023, after
appropriations of dividend paid was 28,769.28 lakhs.
Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees, Investments under the provisions of Section 186 of the
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as
of March 31, 2023 form part of the notes to the financial statements provided in this
Annual Report.
Fixed Deposits
Your Company has not accepted any deposit from the public under Chapter V of the Act or
under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no
amount of principal or interest was outstanding as on the date of the Balance Sheet.
Particulars of contracts or arrangements made with related parties
All related party transactions that were entered into during the financial year were on
an arms' length basis and were in the ordinary course of business. There were no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. None of the Directors had any
pecuniary relationship or transactions with the Company, other than to the extent of their
shareholding and except the payments made to them in the form of remuneration/sitting fee.
In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into,
if any, by the Company with related parties referred to in Section 188(1) in Form AOC-2 is
attached as "Annexure -1 ".
Share Capital
During the financial year under review the Authorised Share Capital of the Company is
Rs. 20,00,00,000/- divided into 20,00,00,000 equity shares of Re.1/-each.
The paid up share capital details for the FY'23:
|
March 31, 2023 |
March 31, 2022 |
| Particular |
No. of Shares |
Rs. |
No. of Shares |
Rs. |
| Shares outstanding at the beginning of the year |
13,57,45,523 |
13,57,45,523 |
13,60,36,450 |
13,60,36,450 |
| Add: Issued and allotted during the year |
71,500 |
71,500 |
4,14,750 |
4,14,750 |
| Less: Shares bought back during the year |
14,16,666 |
14,16,666 |
7,05,677 |
7,05,677 |
| Shares outstanding at the end of the year |
13,44,00,357 |
13,44,00,357 |
13,57,45,523 |
13,57,45,523 |
The Company has one class of equity shares of Re. 1/- each fully paid-up. Each
shareholder is eligible for one vote per equity share held. As on March 31, 2023, the
paid-up equity share capital of the Company was Rs. 13,44,00,357/-
Subsidiary, Associate & Joint Venture (JV) Companies
As on March 31, 2023, company has 5 direct subsidiaries and 3 step-down subsidiaries.
There has been no material change in the nature of the business of the subsidiaries. The
changes in subsidiaries during the year is included in the Consolidated financial
statements of the Company.
• Tanla Digital Labs Private Limited, (WoS of Tanla Platforms Limited)
incorporated a WoS named Tanla Digital Labs Private Limited in the London, United Kingdom
on June 22, 2022, which was subsequently renamed as Tanla Digital Labs UK Private Limited
on August 9, 2022.
• Capitalsiri Investments Private Limited was under liquidation process. NCLT
order of liquidation was received on May 25, 2023.
• ValueFirst Digital Media Private Limited was acquired by Tanla Platforms Limited
on July 03, 2023 and it became a wholly owned subsidiary of your Company with effect from
July 03, 2023. Further, Pursuant to the provisions of Section 129(3) of the Act a
statement containing the salient features of the financial statements of our subsidiaries
in the prescribed format AOC-1 is appended as Annexure - 2 to the Board's report. In
accordance with Section 136 of the Companies Act, 2013, the audited financial statements,
including the Consolidated financial statements and related information of the Company and
audited accounts of each of its subsidiaries, are available on our website under
Subsidiaries section. https://www.tanla.com/investors.html.
Management Discussion and Analysis
Business Overview and Outlook and the state of the affairs of the Company and the
Industry in which it operates, is discussed in detail in the section relating to
Management Discussion & Analysis which forms part of this Report.
Insurance
All the properties and insurable interests of the Company including buildings have been
fully insured.
Share Based Employee Benefit Schemes/Plans
The Company has implemented below Employee Benefit Schemes/Plans:
1. Tanla Platforms Limited - Restricted Stock Unit Plan 2021 (RSU 2021)
2. Tanla Solutions Limited – Employee Stock Option Plan 2015-16 (ESOP 2015-16)
3. Tanla Employee Stock Purchase Scheme 2018 (ESPS 2018) As on March 31, 2023, there
are no outstanding options in ESOP 2015-16 & ESPS 2018. The Company issued fresh
grants only under RSU 2021.
The details of RSU, ESOP and ESPS pursuant to Section 62 of the Companies Act, 2013
read with Rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are provided in Annexure - 3(i) to this Report. The disclosure as
required under Regulation 14 of SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16th June,
2015 is also available on the website of the Company and can be accessed at
https://www.tanla.com/media/images/ Investor/fy2023/ESOPESPSDisclosureFY2022-23.pdf.
The Certificate from Secretarial Auditor of the Company as required under SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 and any amendments thereto,
with regard to Company's RSU, ESOP and ESPS Scheme is provided as Annexure - 3(ii) to this
Report.
Corporate Governance
Corporate Governance reflects the culture, values, and policies of Tanla. Realizing the
criticality of sound corporate governance practices to enhance shareholder and stakeholder
trust, Tanla observes the highest level of ethics in all its dealings. To meet our
obligation towards our shareholders and other stakeholders, Tanla has a corporate culture
of conscience and consciousness, integrity, transparency and accountability for efficient
and ethical conduct of business. Apart from complying with the statutory requirements,
effective systems and practices towards improving transparency; internal controls and
promotion of ethics at workplace have been institutionalized. At Tanla, we firmly believe
that corporate governance standards should go beyond the law and must satisfy the spirit
of law and not just the letter of law.
Report on Corporate Governance
The report on Corporate Governance for the year ended March 31, 2023, pursuant to
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
forms part of this annual report(Annexure-4). A Compliance certificate on Corporate
Governance for the FY'23, from Mr. Mahadev Tirunagari, Company Secretary in Practice &
Insolvency Professional (CP No. 7350) confirming compliance with the conditions of
Corporate Governance is attached to the report on Corporate Governance Report as Annexure
-4(i).
Board Meetings held during the year
The Board of Directors of the Company duly met seven (7) times during the financial
year. The intervening gap between any two consecutive Board Meetings was within the period
prescribed under the provisions of the Companies Act, 2013. The details of Board meetings
and the attendance of the Directors are provided in the Corporate Governance Report which
forms part of this Annual Report.
Committees of the Board of Directors
As on March 31, 2023, the Board had five committees: the Audit Committee, the Corporate
Social Responsibility Committee, the Nomination and Remuneration Committee, the Risk
Management Committee, the Stakeholder's Relationship Committee and ESG Council. All the
Committees are constituted in compliance with the provisions the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year, all recommendations made by the committees were approved by the Board.
A detailed note on the Board and its Committees is provided under the Corporate Governance
Report which forms part of this Annual Report.
Company's Policy on Directors' appointment and remuneration
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 of March 31, 2023, the Board had six (6) members, two (2)
of whom are executive directors, one (1) non-executive and non-independent directors and
three (3) independent directors including One(1) woman independent director on the Board.
The details of Board and committee composition, tenure of directors, areas of expertise
and other details are available in the corporate governance report that forms part of this
Annual Report. The NRC policy formulates the criteria for determining qualifications,
competencies, positive attributes and independence for the appointment of a director
(executive / non-executive) and also the criteria for determining the remuneration of the
directors, KMP, senior management and other employees. The charter of the Committee with
detailed terms of reference and the policy for determining the remuneration of the
Directors, KMP's and other employees is available on our website
https://www.tanla.com/media/images/Policies/Nomination_and_Remuneration_Policy.pdf
We affirm that the appointment/reappointment of the directors are as per the terms laid
out in the Nomination and Remuneration Policy of the Company.
Board Evaluation
The parameters and the process for evaluation of the performance of the Board and its
Committees have been explained in the Corporate Governance Report which forms part of this
Annual Report.
Directors' and officers' (D & O) liability insurance
The company has procured D & O liability insurance policy that covers the members
of the Board including the Independent Directors for such quantum and risks as determined
by its Board of Directors.
Declaration from Independent Directors
The Independent Directors have submitted the requisite declaration of independence,
pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013
read with sub rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of
Directors) Rules, 2014 as amended and Regulation 16 & 25 of the SEBI (LODR)
Regulations) 2015. The Independent Directors have also confirmed that they have complied
with the Company's code of conduct.
Familiarization Program for Independent Directors
In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, details of the familiarization program of the Independent Directors are
available on the website of the Company i.e., https://www.tanla.com/media/images/Policies/
Familiarisation_Programme_for_IDs.pdf.
A separate meeting of the Independent Directors was held on March 21, 2023.
Directors and Key Managerial Personnel
The composition of the Board of Directors as on March 31, 2023.
| S. No. |
Name of the Director |
Category |
Designation |
| 1. |
Mr. D. Uday Kumar Reddy |
Executive |
Executive Chairman & CEO |
| 2. |
Mr. Deepak Satyaprakash Goyal |
Executive |
Whole-time Director |
| 3. |
Ms. Amrita Gangotra |
Independent |
Independent Director |
| 4. |
Mr. Rahul Khanna |
Independent |
Independent Director |
| 5. |
Mr. Rohit Bhasin |
Independent |
Independent Director |
| 6. |
Mr. Sanjay Kapoor |
Non-Executive |
Non-Executive Director |
Retirement and Resignation
Changes in board composition are tabled hereunder:
| S. No. |
Name of the Director |
Nature of change |
Date of change |
| 1. |
Mr. Sanjay Baweja |
Cessation on completion of his term as an Independent Director. |
August 26, 2022 |
| 2. |
Dr. A.G. Ravindranath Reddy |
Resigned as Director |
September 8, 2022 |
The Board of Directors places on record its sense of gratitude and appreciation for the
valuable guidance and services provided by Mr. Sanjay Baweja and Dr. AG Ravindranath Reddy
during their tenure as Directors of the Company.
Apart from the above, there were no changes in the Directors and KMP during the
financial year ended March 31, 2023.
Retirement by Rotation
As per the provisions of section 152 of the Companies Act, 2013 and the rules framed
there under and in terms of the Articles of Association of the Company, Mr. D. Uday Kumar
Reddy, Founder Chairman & CEO (DIN: 00003382), retires as Director at the ensuing
Annual General Meeting by rotation and being eligible offered himself for reappointment.
Based on performance evaluation and the recommendation of the Nomination and
Remuneration Committee, the Board recommends his reappointment.
Internal Financial Control and their adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, including the audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including 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. Please refer Internal control systems and
adequacy" in the Management Discussion and Analysis report.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
This Code of Conduct also includes code for practices and procedures for fair disclosure
of unpublished price sensitive information which has been made available on the Company's
website at
https://www.tanla.com/media/images/Policies/Code_for_Disclosure_of_Unpublished_Price_Sensitive_Information.
pdf
Whistle Blower Policy/Vigil Mechanism
Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a
Whistle Blower Policy and has established the necessary Vigil Mechanism for directors and
employees to report concerns about unethical behaviour. The said Policy provides for
adequate safeguard against victimization of directors/employees who avail of such
mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No
person has been denied access to the Chairman of the Audit Committee. The Whistle Blower
Policy has been placed on website of the Company and web link thereto is
https://www.tanla.com/media/images/Policies/Whistle_Blower_Policy.pdf
During the year, there were no whistle blower complaints received by the Company.
Particulars of Employees
The Company had 312 employees as of March 31, 2023. The Company affirms that
remuneration to the Directors and Key Managerial Personnel is as per the remuneration
policy of the Company. The percentage increase in remuneration, ratio of remuneration of
each director and key managerial personnel (KMP) (as required under the Companies Act,
2013) to the median of employees' remuneration, and the list of top 10 employees in terms
of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, form part of Annexure - 5(i) to this Board's report. In terms of the provisions of
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 including the
amendments thereto, a statement showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said rules are provided in
Annexure - 5(ii) to this report.
Risk Management
The Company has established Enterprise Risk Management (ERM) process to manage risks
with the objective of maximizing shareholders value. The Board of Directors of the Company
has formed a Risk Management Committee to implement and monitor the risk management Policy
of the Company. The development and implementation of the risk management policy has been
covered in the Management Discussion and Analysis, which forms part of this report.
Significant and material orders passed by the Courts/ Regulators
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
Annual return
Pursuant to Section 92 of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014 as amended, the draft Annual
Return is available on the website of the Company on the following link
https://www.tanla.com/media/images/Annual/Annual_Return_2022-23.pdf
Secretarial Standards
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India
Investor Education and Protection Fund (IEPF)
The Company on March 16, 2016 declared and paid interim dividend of Re.0.20 Paise per
equity share (20%) on face value of Re.1/- per share in the FY.2015-16 and as per
provisions of Section 125 of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount
of Rs. 5,71,427/- lying in the Unpaid Dividend account which remains unclaimed for 7 years
is required to be transferred to the Investor Education and Protection Fund established by
the Central Government. Note: The Interim Dividend declared for the financial year
2015-16, which remained unclaimed for a period of seven years was Rs. 5,71,427/- and
corresponding unclaimed shares 1,87,241 credited/transferred to the IEPF.
The following table provides a list of years for which unclaimed dividends and their
corresponding shares would become eligible to be transferred to the IEPF on the dates
mentioned below:
| Financial Year |
Type of Dividend |
Dividend per share (in Rs.) |
Date of payment |
Due date to transfer to IEPF |
| 2015-16 |
Interim Dividend |
0.20 |
March 28, 2016 |
April 28, 2023 |
| 2016-17 |
Final |
0.25/- |
September 27, 2017 |
October 27, 2024 |
| 2017-18 |
Final |
0.30/- |
September 28, 2018 |
October 28, 2025 |
| 2018-19 |
Final |
0.35/- |
October 15, 2019 |
November 15, 2026 |
| 2020-21 |
Interim Dividend |
1/- |
September 22, 2020 |
October 22, 2027 |
| 2020-21 |
Final |
1/- |
October 05, 2021 |
November 05, 2028 |
| 2021-22 |
Final |
2/- |
August 29, 2022 |
September 29, 2029 |
| 2022-23 |
Interim Dividend |
6/- |
September 06 2022 |
October 06, 2029 |
Directors' Responsibility Statement
The Directors confirm to the best of their knowledge and ability, that:
(a) in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed with no material departures;
(b) the Directors have 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 as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual financial statements on a going concern
basis;
(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Auditors and Auditors' Report Statutory Auditors
At the 23rd AGM of the Company, the members approved appointment of M/s. MSKA &
Associates, Chartered Accountants, Firm Registration number 105047W as Statutory Auditors
of the Company for a period of 5 years from the conclusion of that AGM till the conclusion
of 28th AGM. The requirement to place the matter relating to appointment of auditors for
ratification by members at every AGM has been done away by the Companies (Amendment) Act,
2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for
ratification of appointment of statutory auditors at the ensuing AGM. The Auditors' Report
for FY 2023 does not contain any qualification, reservation or adverse remark.
Internal Auditors
The Company has appointed Deloitte Touche Tohmastu India LLP as Internal Auditors for
FY'22 and FY'23 to audit processes. It reports to the Audit Committee about the adequacy
and effectiveness of the internal control system of your Company. The recommendations of
the internal audit team on improvements required in the operating procedures and control
systems are also presented to the Audit Committee, for the teams to use these tools to
strengthen the operating procedures.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A (1)
of SEBI (LODR) Regulations, 2015 the Board had appointed Mr. Mahadev Tirunagari, Company
Secretary in Practice & Insolvency Professional (CP No. 7350) as Secretarial Auditors
to conduct Secretarial audit of the Company for the FY'23. The Secretarial Audit Report
issued by Mr. Mahadev Tirunagari, in form MR-3 is enclosed as Annexure - 6(i) to this
Annual Report.
The Secretarial Audit Report of Karix Mobile Private Limited (material unlisted
wholly-owned subsidiary of the Company) issued by Mr. Mahadev Tirunagari, Company
Secretary in Practice & Insolvency Professional (CP No. 7350) in form MR-3 is enclosed
as Annexure - 6(ii) to this Annual Report.
Secretarial Compliance Report of the Company for the FY'23 in pursuance to Regulation
24A of the SEBI(LODR) Regulations, 2015 is enclosed as Annexure - 6(iii) There are no
qualifications, reservations or adverse remarks in the Secretarial Audit Report for the
Financial Year.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees.
Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as
adopted by the Board and the initiatives undertaken by the Company on CSR activities
during the year under review are set out in Annexure - 7 of this report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For
other details regarding the CSR Committee, please refer to the Corporate Governance
Report, which is a part of this report. The CSR Policy is available on the website of the
Company https://www.tanla.com/media/ images/Policies/CSR_Policy.pdf Conservation of
energy, research and development, technology absorption, foreign exchange earnings and
outgo.
The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure - 8 to
the Board's report, which forms part of this report.
Business Responsibility and Sustainability Report (BRSR)
SEBI had introduced new requirements for sustainability reporting by listed entities.
The new reporting called the Business Responsibility and Sustainability Report
(‘BRSR') has replaced the existing Business Responsibility Report. In terms of the
aforesaid amendment, with effect from the financial year 2022 -23, reporting of BRSR is
made mandatory for the top 1000 listed companies (by market capitalisation). The BRSR of
the Company for FY 2023 as required under SEBI (LODR) Regulations,2015 forms part of this
Report
Annexure-9.
Environmental, Social and Governance (ESG)
The company's report on ESG will be uploaded as a separate report (Sustainability
Report FY'23).
Proceeding under the Insolvency and Bankruptcy Code, 2016 and One Time Settlement:
During the year under review, neither any application was made, nor any proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 against the Company.
Further, during the Year, the Company has not made any one-time settlement.
Sexual Harassment of Women at Workplace
Pursuant to the provisions of "The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013" ("POSH Act") the Company
has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women
at Workplace and matters connected therewith or incidental thereto. 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. The Company has always provided a safe and harassment free workplace for
every individual working in its premises through various policies and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has been actively
involved in ensuring that the associates are aware of the provisions of the POSH Act and
rights thereunder. During the year under review, the details of complaint received are as
under:
a) number of complaints filed during the financial year: Nil
b)number of complaints disposed of during the financial year: NA
c) number of complaints pending as on end of the financial year: NA
Acknowledgement
The Board of Directors take this opportunity to place on record their appreciation to
all the Stakeholders of the Company, viz., customers, investors, banks, regulators,
suppliers and other business associates for the support received from them during the year
under review. The Directors also wish to place on record their deep sense of gratitude and
appreciation for all the employees for their commitment and contribution towards achieving
the goals of the Company.
On behalf of the Board of Directors of Tanla Platforms Limited Sd/-
|
D. Uday Kumar Reddy |
| Date: July 20, 2023 |
Founder Chairman & CEO |
| Place: Hyderabad |
(DIN: 00003382) |
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