Tejas Networks Ltd
Directors Reports
i. The Board’s report is prepared in accordance with the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations") and the Companies Act, 2013 (the
"Act") and forms part of the Annual Report for the year ended March 31, 2023.
ii. Unless otherwise stated, the disclosure made in this report is for the year ended
March 31, 2023.
iii. The term "Company" or "Tejas" shall mean and include
"Tejas Networks Limited".
iv The term "Panatone" (unless specifically stated as "Pantone Finvest
Limited") shall mean and collectively includes "Panatone Finvest Limited",
"Akashastha Technologies Private Limited" and "Tata Sons Private
Limited". Panatone Finvest Limited and Akashastha Technologies Private Limited are
wholly owned subsidiaries of Tata Sons Private Limited.
v. The confirmations/ disclosures are based on the records and information as made
available to the Board of Directors, to the best of their knowledge and belief and
explanations obtained from the management.
Dear Shareholders,
The Board of Directors (the "Board") hereby submits the report of the
business and operations of the Company along with the audited financial statements for the
financial year ended March 31, 2023. The consolidated performance of the Company and its
subsidiaries has been referred to wherever required.
1. Company Overview
The Company was incorporated on April 24, 2000 and made an initial public offer of
3,02,21,332 equity shares of Rs.10/- each for a cash price of Rs.257/- per share including
a premium of Rs.247/- per share aggregating to Rs.776.69 crore, comprising of a fresh
issue of 1,75,09,727 equity shares aggregating to Rs.450 crore and an offer for sale of
1,27,11,605 equity by the selling shareholders aggregating to Rs.326.69 crore. The Company
listed its equity shares at BSE Limited and National Stock Exchange of India Limited on
June 27, 2017.
During the year FY 2022, the Company entered into a strategic partnership with Panatone
Finvest Limited, pursuant to this, Panatone Finvest Limited is the sole promoter of the
Company and Akashastha Technologies Limited and Tata Sons Private Limited as Members of
the Promoter Group of the Company Tejas Networks is a part of the Tata Group, with
Panatone Finvest Ltd. (a subsidiary of Tata Sons Pvt. Ltd.) being the majority
shareholder.
During the year FY 2023, the Company acquired 64.4% stake in Saankhya Labs Private
Limited and its subsidiaries. As a result of acquisition of controlling interest by the
Company in Saankhya Labs Private Limited and by Saankhya Labs Private Limited in Saankhya
Strategic Electronics Private Limited with effect from July 1, 2022 and July 8, 2022
respectively, the consolidated numbers for the year ended March 31, 2023 includes the
contribution from those entities and thus are not comparable with previous year.
2. Financial Performance
a. Results of our operations and state of affairs
|
|
in Rs.crore |
|
Standalone |
Consolidated |
| Particulars |
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
| Revenue from operations |
869.08 |
549.14 |
919.57 |
550.59 |
| Other Income |
79.14 |
43.25 |
81.01 |
43.30 |
| Total income |
948.22 |
592.39 |
1,000.58 |
593.89 |
| Expenses |
|
|
|
|
| Cost of materials consumed |
529.92 |
290.74 |
533.87 |
290.74 |
| Purchases of stock in trade |
31.82 |
23.69 |
31.82 |
23.69 |
| Changes in inventories of stock in trade/work in progress |
(1.84) |
(3.65) |
(4.99) |
(3.65) |
| Employee benefit expense |
172.16 |
124.51 |
232.65 |
134.43 |
| Finance costs |
5.20 |
3.03 |
15.20 |
3.19 |
| Depreciation and amortization expense |
105.13 |
76.78 |
122.50 |
76.78 |
| Allowance for expected credit loss |
(33.32) |
87.91 |
(32.97) |
87.76 |
| Other expenses |
127.86 |
107.53 |
145.15 |
98.08 |
| Total expenses |
936.93 |
710.54 |
1,043.23 |
711.02 |
| Profit/(Loss) before tax |
11.29 |
(118.15) |
(42.65) |
(117.13) |
| Income tax expense |
|
|
|
|
| Current tax |
- |
0.19 |
(0.32) |
0.19 |
| Deferred tax expense/ (benefit) |
8.25 |
(54.61) |
(5.92) |
(54.61) |
| Total tax expense |
8.25 |
(54.42) |
(6.24) |
(54.42) |
| Profit/(Loss) after tax |
3.04 |
(63.73) |
(36.41) |
(62.71) |
| Other comprehensive income/(Loss) |
|
|
|
|
| Items that will not be reclassified to profit or loss |
(2.92) |
(2.08) |
(3.15) |
(2.08) |
| Items that will be reclassified to profit or loss |
- |
- |
0.73 |
0.89 |
| Total comprehensive income/(loss) for the year |
0.12 |
(65.81) |
(38.83) |
(63.90) |
| Retained earnings- opening balance |
(13.75) |
52.06 |
(12.51) |
52.28 |
| Less: Items that will be reclassified to profit or loss |
- |
- |
0.73 |
0.89 |
| Retained earnings- closing balance |
(13.63) |
(13.75) |
(52.07) |
(12.51) |
| Earnings/(Loss) per equity share |
|
|
|
|
| Basic |
0.20 |
(6.07) |
(2.46) |
(5.97) |
| Diluted |
0.19 |
(6.07) |
(2.46) |
(5.97) |
b. Financial Position
|
|
|
|
in Rs.crore |
|
Standalone |
Consolidated |
| Particulars |
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
| Bank balances and deposits with maturity up to three
months |
78.98 |
45.50 |
85.39 |
47.56 |
| Bank balances other than above Current(1) |
652.06 |
299.68 |
656.42 |
299.68 |
| Deposits with remaining maturity of more than
twelve months |
- |
0.22 |
- |
0.22 |
| Deposits with original maturity of more than
twelve months but remaining maturity of less than twelve months |
- |
1.15 |
2.31 |
1.15 |
| Investment in mutual funds |
262.24 |
401.78 |
262.24 |
401.78 |
| Deposits with financial institutions disclosed
under other current financial assets |
300.00 |
351.79 |
300.00 |
351.79 |
| Cash and cash equivalents including margin
money |
1,293.28 |
1,100.12 |
1,306.36 |
1,102.18 |
| Net current assets? |
931.56 |
468.42 |
934.59 |
480.34 |
| Property, plant and equipment |
78.28 |
40.09 |
85.05 |
40.09 |
| Right-of-use assets |
42.89 |
14.56 |
44.29 |
14.56 |
| Intangible assets(3a) |
97.85 |
83.20 |
305.67 |
83.20 |
| Intangible assets under development |
136.41 |
39.61 |
153.58 |
39.61 |
| Goodwill(3b) |
- |
- |
211.81 |
- |
| Other non-current assets? |
472.89 |
193.54 |
134.31 |
182.71 |
| Total assets? |
3,053.16 |
1,939.54 |
3,175.66 |
1,942.69 |
| Non-current provisions Other non-current
financial liability |
2.03 |
0.49 |
2.12 156.68 |
0.49 |
| Lease Liabilities |
43.86 |
11.95 |
43.90 |
11.95 |
| Total equity |
3,007.27 |
1,927.10 |
2,972.96 |
1,930.25 |
| Total equity and noncurrent liabilities |
3,053.16 |
1,939.54 |
3,175.66 |
1,942.69 |
(1)
Deposits with original maturity of more than three months but less than
twelve months, balances with banks in unpaid dividend account & balances held as
margin money or security against fund and non-fund based banking arrangements.
(2)
Current assets net of current liabilities as disclosed in balance sheet
excluding cash and cash equivalents.
(3)
Consol FY2023 includes the below balances recognised, pursuant to acquisition
of controlling interest in Saankhya Labs Private Limited, as part of Purchase Price
Allocation (PPA)
a) Technical Know How Rs.220.47 crore
b) Goodwill Rs.2H.81 crore
(4)
Excluding bank balances considered as cash and cash equivalents.
(5)
Net of current liabilities.
c. Consolidated Performance
The net revenues from operations on a consolidated basis grew by 67.0% to Rs.919.57
crore, which include Rs.49.48 crore of revenue from Saankhya Labs and its subsidiaries,
acquired wef July 1, 2022, in FY 2023. Domestic and export revenues constituted 76% and
24% of our total revenues respectively. The gross profit on a consolidated basis amounted
to Rs.239.42 crore (26.0% of net revenue) for FY 2023 as against Rs.174.00 crore (31.6% of
net revenue) in the previous year. The gross and net Research and development costs were
28.1% and 8.9% of our net revenue for FY 2023 as compared to 23.8% and 9.4% for FY 2022.
Selling and marketing costs were 11.0% (previous year 14.7%) of our net revenue for FY
2023.
The General and administrative expenses were 7.9% (previous year 6.2%) of our net
revenue for FY 2023. Allowance for expected credit loss reversal of 3.6% (previous year
charge of 15.9%) of our net revenue for FY 2023. The operating loss after depreciation and
amortization amounted to Rs.105.57 crore (-11.5% of net revenue) as against Rs.157.24
crore (-28.6% of net revenue) in the previous year.
The loss before tax was Rs.42.65 crore (-4.6% of net revenue) as against Rs.117.13
crore (-21.3% of net revenue) in the previous year. The net loss was Rs.36.41 crore (-4.0%
of net revenue) as against Rs.62.71 crore (-11.4% of net revenue) in the previous year. As
a result of acquisition of controlling interest by the Company in Saankhya and by Saankhya
Labs in SSE with effect from July 1, 2022 and July 8, 2022 respectively, the consolidated
numbers for the year ended March 31, 2023 includes the contribution from those entities
i.e. revenue of Rs.49.48 crore, loss before tax of Rs.33.25 crore and loss after tax of
Rs.23.23 crore and thus are not comparable with previous year. The loss before tax for
Saankhya was primarily on account of RSU charge of Rs.29.27 crore which was part of the
acquisition.
d. Standalone Performance
The net revenues from operations on a standalone basis grew by 58.3% to Rs.869.08 crore
in FY 2023. Domestic and export revenues constituted 80% and 20% of our total revenues
respectively. Our gross profit on a standalone basis amounted to Rs.227.47 crore (26.2% of
net revenue) as against '172.71 crore (31.5% of net revenue) in the previous year. The
gross and net Research and Development (R&D) expenses were 27.4% and 9.0% of our net
revenues respectively for FY 2023 as compared to 23.9% and 9.4% respectively for FY 2022.
Selling and marketing costs were 10.9% (previous year 14.8%) of our net revenue for FY
2023.
The General and administrative expenses were 4.9% (previous year 6.1%) of our net
revenue for FY 2023. Allowance for expected credit loss reversal of 3.8% (previous year
charge of 16.0%) of our net revenue for FY 2023. The operating loss after depreciation and
amortization amounted to '59.80 crore (-6.9% of net revenue) as against '158.37 crore
(-28.8% of net revenue) in the previous year. The profit before tax was Rs.11.29 crore
(1.3% of net revenue) as against loss of Rs.118.15 crore (-21.5% of net revenue) in the
previous year. The net profit was Rs.3.04 crore (0.3% of net revenue) as against loss of
Rs.63.73 crore (-11.6% of net revenue) in the previous year.
e. Earnings Per share
The basic earnings per share grew by 103.3% to Rs.0.20 (previous year Rs.-6.07) at
standalone level and by 58.8% to Rs.-2.46 (previous year Rs.-5.97) on consolidated basis.
f. Liquidity
The Company is a debt-free Company and maintains sufficient cash to meet the
Company’s business requirements and also to cover financial and business risks and to
support future growth. The principal sources of liquidity are cash and cash equivalents
and the cash flow the Company generates from the business.
The liquid assets of the Company as on March 31, 2023 is Rs.1,293.28 crore and
Rs.1,306.36 crore on a standalone and consolidated basis respectively. The cash and cash
equivalents include balance and deposits with banks, investment in mutual funds and
deposits with financial institutions. The details of these investments and deposits are
disclosed under the ‘current investments, non-current and current financial
assets’ section in the standalone and consolidated financial statements in this
Annual report.
g. Dividend
The Board of Directors periodically reviews the Company’s ability and necessity to
distribute dividends to its Shareholders, with a view to preserve the profitability and
long term growth plans for the Company. While reviewing the necessity to distribute
dividend, the Board of Directors takes into account various factors including current and
future earnings and cash flow projections, capital expenditure requirements for current
and future projects, contingencies, regulatory, political, economic factors while making a
determination to transfer retained earnings to reserves in entirety or partially for a
given year and consequently may recommend to distribute dividend upto 25% of the free cash
flow of the corresponding financial year, out of retained earnings, after taking into
account the relevant provisions of the Companies Act, 2013. The Board of Directors after
considering holistically the relevant circumstances and keeping in view the company’s
dividend distribution policy has decided that it would be prudent, not to recommend any
Dividend for the year under review.
The Board has adopted a Dividend distribution policy which sets out the parameters in
determining the payment / distribution of dividend. The details of Dividend Distribution
Policy is available on the Company’s website at www.tejasnetworks.com/policies-
codes.php.
h. Transfer to Reserves
The Board has decided to retain the entire amount of profits for FY 2023 in the profit
and loss account and does not propose to transfer amounts to the general reserve out of
the amount available for appropriation.
i. Share Capital
(i) Increase in Authorised Capital
The Authorised Share Capital of the Company as on March 31, 2023 is Rs.260,00,00,000/-
consisting of 26,00,00,000 equity shares of Rs.10/- each. During the year under review,
the Company increased the authorised share capital from Rs.200,00,00,000/- consisting of
20,00,00,000 equity shares of Rs.10/- each to Rs.260,00,00,000/- consisting of
26,00,00,000 equity shares of Rs.10/- each. The necessary amendments were made to the
capital clause in the Memorandum of Association of the Company, to enable the increase in
the Authorised Share Capital of the Company This was approved by Shareholders in the 22nd
Annual General Meeting held on July 26, 2022.
(ii) Increase in Paid-up Capital
During the year under review, there was an increase in paid-up equity share capital, in
view of the Company issuing and allotting equity shares as follows:
• Preferential allotment of 3,68,21,706 equity shares with a face value of Rs.10/-
per equity share at a premium of Rs.248/- per equity share to Panatone Finvest Limited, on
April 8, 2022 consequent to the rights of conversion attached to Share Warrants - Series
A.
• Preferential allotment of 1,55,03,876 equity shares with a face value of Rs.10/-
per equity share at a premium of Rs.248/- per equity share to Panatone Finvest Limited, on
February 6, 2023 consequent to the rights of conversion attached to Share Warrants -
Series B.
• Allotment of 14,95,363 equity shares with a face value of Rs.10/- per equity
share, consequent to exercise of Stock Options/ Restricted Stock Units into equity shares
of the Company by the eligible employees of the Company
As a result of the above, the paid-up equity share capital stands at '168,37,08,530/-
comprising of 16,83,70,853 equity shares of '10/- per share fully paid up, as on March 31,
2023.
j. Particulars of loans, Guarantees and Investments by the Company
The Company makes investments or extends loans/ guarantees to its subsidiaries for
their business purposes as and when required by them for its emergent business
requirements.The details of loans, guarantees and investments covered under Section 186 of
the Act along with the purpose for which such loan or guarantee were utilized forms part
of the Notes to standalone financial attached to this Annual report.
k. Investor Education and Protection Fund (IEPF)
The IEPF Rules states that all the shares in respect of which dividend has remained
unclaimed or unpaid for seven consecutive years or more are required to be transferred to
the Demat Account of the IEPF Authority The Company had declared its maiden dividend
during the year ended March 31, 2019 and hence the amount of dividend remaining unclaimed
for a period of seven years from the date of transfer has not arisen, till date. The
details of the Unclaimed dividend as on March 31, 2023 is available on the Company’s
website at www.tejasnetworks.com/shareholders.php. Any shareholder who has a claim on such
dividend is requested to contact our Registrar and Share Transfer Agents, M/s. Link Intime
India Private Limited rnt.helpdesk@linkintime.co.in.
l. Management Discussion and Analysis
The matters pertaining to industry structure and developments, opportunities and
threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control
systems and adequacy, discussion on financial and operational performance are detailed in
the Report. The Management Discussion and Analysis report for the year under review and as
stipulated under the Listing Regulations is presented in a separate section, forming part
of the Annual Report.
m. Subsidiaries, Joint Ventures and Associate Companies
The Company has 5 subsidiaries (including 3 stepdown subsidiaries) as on March 31,
2023:
| Saankhya Labs Private Limited |
Majority owned subsidiary of Tejas incorporated under the
Companies Act, 1956 |
| Saankhya Strategic Electronics Private Limited |
Wholly owned subsidiary of Saankhya Labs Private Limited
and stepdown subsidiary of Tejas, incorporated under the Companies Act, 2013 |
| Saankhya Inc. |
Wholly owned subsidiary of Saankhya Labs Private Limited
and stepdown subsidiary of Tejas, incorporated under the laws of United States of America |
| Tejas Communication Pte. Limited |
Wholly owned subsidiary of Tejas, incorporated under the
Companies Act, Singapore |
| Tejas Communications (Nigeria) Limited |
Wholly owned subsidiary of Tejas Communication Pte.
Limited and stepdown subsidiary of Tejas, incorporated under the Companies and Allied
Matters Act, 1990, Nigeria |
During the year under review, the Board of Directors reviewed the affairs of the
subsidiaries. The Company in accordance with the provisions of the Act prepared
Consolidated Financial Statements of the Company and all its subsidiaries which form part
of the Report. Further, the report on the performance and financial position of each
subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1
is annexed as Annexure -1 to this Report.
In accordance with the provisions of the Act and the amendments thereto, read with the
Listing Regulations the audited financial statements, including the consolidated financial
statements and related information of the Company and financial statements of the
subsidiary companies are available on our website at https://tejasnetworks.com/
financial-information-subsidiaries.php.
3. Key Developments
a. Investment in Saankhya Labs Private Limited
In accordance with the definitive agreement dated March 30, 2022 entered into between
Tejas, Saankhya Labs Private Limited ("Saankhya") and certain shareholders,
Tejas made a secondary purchase of 62,51,496 equity shares on various dates from July 1,
2022 to August 19, 2022 from the existing shareholders of Saankhya in various tranches at
a price of Rs.454.19 per equity share amounting to consideration of Rs.283.94 crore,
working out to 64.4% of the equity share capital of Saankhya, on a fully diluted basis.
With the said investment, Tejas is a promoter of Saankhya and Saankhya is a majority owned
and controlled subsidiary of the Company.
b. Amalgamation of Saankhya Labs Private Limited and Saankhya Strategic Electronics
Private Limited with the Company
In accordance with the definitive agreement dated March 30, 2022 entered into between
Tejas, Saankhya and certain shareholders, the Board of Directors in their meeting held on
September 29, 2022 approved draft scheme of amalgamation of Saankhya and its wholly owned
subsidiary Saankhya Strategic Electronics Private Limited ("SSE") and their
respective shareholders with the Company under Sections 230 to 232 of the Companies Act,
2013 providing for:
• The merger of Saankhya and its wholly owned subsidiary SSE with Tejas, and
dissolution of Saankhya and its wholly owned subsidiary SSE without winding up.
• The appointed date of the Scheme is July 1, 2022.
• On the scheme of amalgamation becoming effective and in consideration of the
amalgamation of Saankhya and its wholly owned subsidiary SSE with the Company, Tejas shall
issue and allot for every 100 equity shares of Rs.10/- each held in Saankhya, 112 equity
shares of Rs.10/- each as fully paid-up shares of Tejas to each shareholder of Saankhya,
whose name is recorded in the Register of Shareholders as on the effective date.
• Since SSE, is a wholly owned subsidiary of Saankhya, which will amalgamate with
Tejas pursuant to this scheme of amalgamation, no consideration will be issued for the
amalgamation of SSE with Tejas.
• The said shares so issued and allotted as part of the scheme of amalgamation
would be listed on the BSE Limited and the National Stock Exchange of India Limited.
• In an event, the scheme has been rejected by the NCLT, or approval from NCLT for
merger is not received within 15 months from the date of its filing with the NCLT or such
extended date as may be mutually agreed to by all the parties, the Company shall acquire
the balance 35.6% of the shares of Saankhya by way of a secondary acquisition from its
existing Shareholders so that Saankhya becomes a wholly owned subsidiary of the Tejas.
Consequent to the above, the Company intends to proceed with acquiring the balance
35.6% shares through a Scheme of Arrangement under Sections 230 to 232 and other
applicable provisions under Companies Act, 2013, subject to the approval of respective
bench of National Company Law Tribunal and/ or any other approval(s) as may be required.
c. Preferential allotment of Equity Shares on Private Placement basis on conversion of
Share Warrants to Panatone Finvest Limited
During the year ended March 31, 2023, the Company made preferential allotment of
5,23,25,582 equity shares at a face value of Rs.10/- per equity share and at a premium of
Rs.248/- per equity share shares to Panatone Finvest Limited, the promoter of the Company,
on exercise of the said Share Warrants (Series - A and Series - B) in accordance with the
Share Subscription Agreement dated July 29, 2021, entered between Panatone Finvest Limited
and the Company as follows:
| Nature |
No. of Warrants subscribed |
No. of Equity shares issued |
Date of Allotment |
| Share Warrant- Series A |
3,68,21,706 |
3,68,21,706 |
April 8, 2022 |
| Share Warrant- Series B |
1,55,03,876 |
1,55,03,876 |
February 6, 2023 |
| Total |
5,23,25,582 |
5,23,25,582 |
|
In view of the above, Panatone Finvest Limited, the sole promoter of the Company holds
56.37% of the total paid-up capital of the Company as on March 31, 2023.
d. Changes in the Board
The changes that took place in the Board during the year under review and the details
thereof are mentioned in this report under the heading - "Directors and Key
Managerial Personnel". Shareholders are requested to refer the same.
4. Business Performance and Initiatives
a. Business Performance
Tejas designs and manufactures high-performance wireline and wireless networking
products for telecommunications service providers, internet service providers, utilities,
defence and government entities in 75+ countries.
The company has a full range of products for building end-to-end telecom networks
including wireless access (4G, 5G), fiber broadband (GPON, XGS-PON), optical transmission
(DWDM, OTN) and packet switches (Ethernet, IP/MPLS) that can be managed by a universal,
multi-technology network management system. With the recent acquisition of Saankhya Labs,
the company has enhanced its R&D competencies in adjacent areas such as satellite
communications, broadcast and semiconductor chip design. Tejas is a leading technology
innovator in India’s telecom sector with 445 patent filings and a rich repository of
330+ semiconductor IPs. Over 60% of the Tejas workforce is involved in R&D. Tejas is a
part of the Tata Group, with Panatone Finvest Ltd. (a subsidiary of Tata Sons Private
Limited.) being the majority shareholder.
b. Quality Initiatives
Quality is an integral element of our culture and has always been given the first and
the foremost importance at the Company in terms of both the design as well as
manufacturing of our high- performance and cost-competitive networking products. The
Company continues to sustain its commitment to the highest levels of quality, superior
service management, robust information security practices and mature business continuity
management. We actively monitor all customer engagements across the globe to minimize
risks and ensure continuity of services through daily tracking, digitized multi-level
dashboards and differentiated governance of critical engagements. The customer-centricity,
rigor in operations and focus on delivery excellence have resulted in sustained high
customer satisfaction levels in the periodic surveys conducted by the Company.
The Company has established a sophisticated design, development and testing
infrastructure inhouse to ensure meticulous monitoring of product quality. The Company has
a comprehensive quality management model that places a strong focus on supplier selection,
quality inspection of incoming materials, in-process quality audit, product quality audit
and reliability testing. The Company is TL9000 and ISO9001 certified for its quality
management system with reference to its supply chain, R&D and manufacturing processes.
It has also received ISO14001 and ISO27001 certifications for its environmental and
information security management systems respectively. Training and Retraining all our
employees is the corner stone of improving repeatability in the constant endeavour of
continual improvement apart from various quality, environmental and information security
initiatives to improve our processes thereby delivery quality products to ensure customer
satisfaction.
c. Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, research and
development, foreign exchange earnings and outgo as required to be disclosed under Section
134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given
in Annexure-3 to the Board’s Report.
However, some of the steps taken by the Company along with its Subsidiaries for
conservation of energy include:
• The offices have installed LED lights.
• The documents for Board and Committee meetings are transmitted electronically
using a secure web-based application, thereby saving paper.
• Selecting and designing offices to facilitate maximum natural light utilisation,
video-conferencing facilities across all offices to reduce the need of employee travel and
digital learning initiatives for employees.
• Optimal usage of lights, continuous monitoring of the operations of the
equipments and elimination of non-recyclable plastic in offices.
d. Business Continuity Management
Tejas and its subsidiaries have well-documented Business Continuity Management
Programme which have been designed to ensure continuity of critical processes during any
disruption. The continual disruptions caused by the COVID-19 pandemic and frequent
lockdowns tested the Business Continuity Plan of the Company and its subsidiaries.
Nevertheless, the Company and its subsidiaries continued to operate in line with the
procedures outlined in its Business Continuity Plan, which was modified to take care of
the evolving situation.
A pandemic plan was developed keeping in view the interest of various stakeholders like
employees, customers, partners, distributors, etc. within the overall regulatory
requirements and guidelines. As a result, the Company and its subsidiaries were able to
continue to operate and serve customers while taking care of the health of their
employees.
The Business Continuity Plan enabled the Company and its subsidiaries to resume
Business Operations wherever the conditions had normalized. As the COVID-19 pandemic
continues to evolve, efforts will be on to support an effective return to work, while
ensuring safety of employees, distribution partners and customers. The world seems to be
moving beyond the pandemic now and all the offices of the Company and its subsidiaries
have resumed normal business operations from their offices located throughout the country.
However, there is still an element of uncertainty from different COVID variants emerging
globally.
The Company will continue to monitor the situation and will act in the best interest of
its stakeholders.
5. Human Resource
The Human Resources function had several challenging mandates during the financial
year, key among them was hiring aggressively across the organization, the integration of
Saankhya Labs into the Tejas ecosystem and bringing back employees to the workplace in a
hybrid-model. As an R&D-driven company, hiring and retaining premier technical talent
is critical to the company’s long-term success. In FY23, we continued to accelerate
hiring across all key functions to support our growth plans. As of March 31st 2023, the
company had 1,417 employees on its rolls (including subsidiaries) which is a 54% increase
over the last fiscal.
We added 497 of employees during FY 23 (including SL) and our annualized attrition was
17.9%. Over 64.5% of our employees are in R&D with an average industry experience of
8.7 years and nearly 29.4% have advanced degrees in engineering. Our R&D HC increased
by 81% during FY 23 (including SL) compared to FY 22. On the hiring front, Tejas partnered
with an external agency to scout for junior technical talent across India without any
geographical constraints. This external agency has deep relationships with top engineering
colleges which was leveraged to hire the best-and-brightest across the length and breadth
of the country. This filtered talent was then put through the rigorous "Tejas
Academy" bootcamp which was launched last year - to enable them to contribute from
day one.
The other key focus of the recruitment team was to focus on leadership hiring and fill
key senior positions which are extremely critical for our future growth. Senior executive
positions especially across R&D and SCM were filled with personal attention from
leadership and HR.
Integration of companies bring forth many cultural and operational challenges. The HR
team worked closely with their Saankhya colleagues to make sure that there was
harmonization of key HR practices and policies. The leadership teams were brought together
in a joint leadership-development session conducted externally, which helped senior
leaders to connect informally with each other over two days. During the course of the
year, the HR team onboarded a majority of the Saankhya employees to Tejas and this was
carried out immaculately, with thoughtful planning and by listening to and addressing the
apprehensions of the transitioned employees.
To further sensitize employees on the Tejas code of conduct, our whistle-blower policy,
our information security and health/safety policies, multiple sessions were organized with
real-life examples - to reiterate the key messages. This was received very well and the
plan is to move to online delivery of these key topics, with mandatory periodic
assessments for all.
One of the other key themes this year was the return to office for a majority of
employees. To make the workplace engaging and welcoming, Tejas’s employee-driven
cultural/sports committee restarted a series of onsite events. These events were an
instant hit like an in-house Talent show, cricket tournament and organizing festivities at
the workplace. This led to the normalization of return- to-office mindset and made the
transition easier for everyone - after almost ~2 years.
The HR team continued to partner with business leaders on key themes of attrition
management, succession planning and capability development. We believe that our key
employment proposition of quality of work, learning, empowerment, flexibility and market
aligned rewards and recognition will be critical for a future-ready, agile and innovative
workforce.
a. Particulars of Employees
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-7. Statement
containing particulars of top 10 employees and the employees drawing remuneration in
excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as a seperate Annexure forming part of this Report.
In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent
to the Shareholders, excluding the aforesaid Annexure. The said statement is also open for
inspection by the Shareholders through electronic mode.
The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the
Rules’), as amended, form part of this report and will be made available to any
Member on request.
b. Employee Stock Options (ESOP) / Restricted Stock Units (RSU)
The Company has the following ESOP / RSU Schemes in force which are in compliance with
SEBI (Share Based Employee Benefits) Regulations, 2014.
i. Tejas Networks Limited Employees Stock Option Plan - 2014 ("ESOP Plan
2014");
ii. Tejas Networks Limited Employees Stock Option Plan - 2014-A ("ESOP Plan 2014 -
A");
iii. Tejas Networks Limited Employees Stock Option Plan - 2016 ("ESOP Plan
2016");
iv. Tejas Restricted Stock Unit Plan 2017 (RSU Plan 2017);
v. Tejas Restricted Stock Unit Plan 2022 (RSU Plan 2022). During the year under review,
on the recommendations of the Nomination and Remuneration Committee, the Board granted
27,07,660 Restricted Stock Units to employees under the Tejas Restricted Stock Unit Plan -
2017 and Restricted Stock Unit Plan - 2022. The RSU Plan 2022 was approved by the
shareholders in the 22nd Annual General Meeting held on July 26, 2022.
The details of the ESOP / RSU Plans as required under the applicable provisions of the
Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is
provided in Annexure-6 which forms part of the Board’s Report. The disclosure
as required under the SEBI (SBEB) Regulations is available on the Company’s website
at www.tejasnetworks.com/disclosures.php.
The disclosure in the form of a certificate from the Secretarial Auditor on the
implementation of the ESOP Schemes will be made on the Company’s website at
www.tejasnetworks.com/disclosures.php.
c. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013
The Company expects all its employees to act in accordance with the highest
professional and ethical standards upholding the principles of integrity and compliance at
all times. In this regard, expectations around compliance are communicated to the
employees through multiple channels. The Company as an equal opportunity employer seeks to
ensure that the workplace is free of any kind of harassment or inappropriate behaviour.
Comprehensive policies and procedures have been laid down, to create an environment where
there is respect and dignity in every engagement.
The Company has adopted zero tolerance for sexual harassment at the workplace. This is
imbibed in the Company’s culture. The Company has formulated a policy on prevention,
prohibition and redressal of sexual harassment at the workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, and the rules thereunder. The required awareness is created by
communicating the essence of the policy to all employees at regular intervals through
assimilation and awareness programs.
The following are the summary of the complaints received and disposed off during FY
2023:
| Particulars |
Details |
| No of Complaints of sexual harrassment receieved in the
year |
Nil |
| No of Complaints disposed off during the year |
Not Applicable |
| No of cases pending for more than ninety days |
Not Applicable |
The Company has constituted an Internal Committee (IC) under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal
Committee is headed by an Independent person. Further, as part of the initiatives, the
employees are required to undergo a mandatory e-learning module on ‘Prevention of
Sexual Harassment at Workplace’ (POSH) and the new joinees are trained during their
induction program. The Stakeholders are provided relevant training by an external agency
during quarterly meetings of the IC. The POSH policy is available on the intranet portal
for employees to access and refer, when required.
6. Directors and Key Managerial Personnel
a. Appointments/ Re-appointments / Resignations:
During the year under review, the following appointments and re-appointments were made
to in the Board of Directors of the Company.
(i) Inductions/ Appointment
• The approval by the Shareholders by way of postal ballot dated April 15, 2022
for appointment of N. Ganapathy Subramaniam (DIN: 07006215) and A S Lakshminarayanan (DIN
: 08616830) as Non-executive and Non- Independent
Directors (liable to retire by rotation) and as Nominee Directors of Panatone Finvest
Limited with effect from January 19, 2022. Subsequently, the Board appointed N Ganapathy
Subramaniam as Non-Executive Chairman of the Board with effect from May 18, 2022.
• The approval by the Shareholders in their 22nd Annual General Meeting
held on July 26, 2022 for appointment of P R Ramesh (DIN: 01915274) and Prof. Bhaskar
Ramamurthi (DIN: 01914155) as Non-Executive Independent Directors (not liable to retire by
rotation), for a period of 5 years with effect from June 27, 2022 till June 26, 2027.
• The approval by the Shareholders in their 22nd Annual General Meeting
held on July 26, 2022 for re-appointment of Arnob Roy, (DIN: 03176672), Executive Director
and Chief Operating Officer as Director liable to retire by rotation.
• The appointment of Alice G Vaidyan (DIN: 07394437), as a Non-Executive,
Independent Director of the Company for a period of 5 years from March 29, 2023 till March
28, 2028. The necessary resolution seeking the approval of the Shareholders to appoint her
as a Non-Executive Independent Director, not liable to retire by rotation, for a period of
Five years with effect from March 29, 2023 till March 28, 2028 forms part of the Notice to
the AGM.
The brief particulars and expertise of directors seeking appointment together with
their other directorships and committee memberships have been given in the annexure to the
Notice of the AGM in accordance with the requirements of the Listing Regulations and
Secretarial Standards.
(ii) Re-appointment
The Board in its meeting held on April 21, 2023, based on the recommendation of the
Nomination and Remuneration Committee, recommended to the Shareholders to consider
re-appointment of N. Ganapathy Subramaniam (DIN: 07006215) as Director liable to retire by
rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the
Company. The necessary resolution seeking the approval of the Shareholders to re-appoint
N. Ganapathy Subramaniam (DIN: 07006215) as a Director, liable to retire by rotation,
forms part of the Notice of the Annual General Meeting.
The brief particulars and expertise of Director seeking re-appointment together with
their other directorships and committee memberships have been given in the annexure to the
Notice of the AGM in accordance with the requirements of the Listing Regulations and
Secretarial Standards.
(iii) Resignations
• The resignation of Balakrishnan V (DIN: 02825465), as Non-Executive Chairman and
Independent Director of the Company with effect from April 23, 2022.
• The resignation of Dr. Gururaj Deshpande (DIN: 01979383), Non-Executive and
Non-Independent Director of the Company with effect from June 28, 2022.
(iv) Retirement from the Board
• Amb. Leela K Ponappa, Independent Director has retired from the Board and
Committees of the Board with effect from February 16, 2023 on completion of her second
term in the office of the Director as Independent Director of the Company The Board noted
the same in its meeting hold on February 6, 2023.
• Sanjay Nayak, Chief Executive Officer and Managing Director has expressed his
desire to seek voluntary retirement from the services of the Company to pursue other
personal interests. Sanjay Nayak will step down from his role as CEO and MD with effect
from closing of business hours on June 20, 2023 which is effective from closing of the
proceedings of 23rd Annual General Meeting of the Company The same has been
accepted by the Board in its meeting held on March 29, 2023.
The Board places on record their sincere appreciation for the invaluable contributions
to the Company’s success and the assistance and guidance provided by Balakrishnan V,
Dr. Gururaj Deshpande, Amb. Leela K Ponappa and Sanjay Nayak during their tenure as a
member of the Board/ Committees of the Company
iv. Key Managerial Personnel
In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The key
managerial personnel of the Company are
• Sanjay Nayak, Managing Director and Chief Executive Officer
• Arnob Roy, Executive Director and Chief Operating Officer
• Venkatesh Gadiyar, Chief Financial Officer
• N R Ravikrishnan, General Counsel, Chief Compliance Officer and Company
Secretary
b. Policy on Director Appointment and Remuneration
The current policy is to have an appropriate mix of Executive, Non-Executive and
Independent Director to maintain the independence of the Board, and separate its functions
of governance and management. The details of Board and Committee composition, tenure of
directors, areas of expertise and other details is available in the Corporate governance
report that forms part of this Annual Report. The Nomination and Remuneration Committee
engages with the Board to evaluate the appropriate characteristics, skills and experience
for the Board as a whole, as well as for its individual members with the objective of
having a Board with diverse backgrounds and also experience in business, finance,
governance, and public service including independence, integrity, high personal and
professional ethics, sound business judgement, ability to participate constructively in
deliberations and willingness to exercise authority in a collective manner. The Nomination
and Remuneration Committee, basis such evaluation, determines the role and capabilities
required for appointment of Director and thereafter, the Nomination and Remuneration
Committee recommends to the Board the selection of new Directors. The policy of the
Company on Directors’ appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a Director and other
matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is
available on the Company’s website at http://www.
tejasnetworks.com/policiescodes.php.
c. Remuneration Policy for the Board and Senior Management
Based on the recommendations of the Nomination and Remuneration Committee, the Board
has approved the Remuneration Policy for Directors, Key Managerial Personnel and all other
employees of the Company As part of the Policy, the Company strives to ensure that:
• The level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors to run the Company successfully;
• The relationship between remuneration and performance is clear and meets
appropriate performance benchmarks and remuneration to Directors, Key Managerial Personnel
and Senior Management involves a balance between fixed and incentive pay, reflecting
short, medium and long-term performance objectives appropriate to the working of the
Company and its goals.
The salient features of the Policy are:
• The Policy lays down the parameters based on which payment of remuneration
(including sitting fees and commission) should be made to Independent Directors and
Non-Executive Directors.
• The parameters based on which remuneration (including fixed salary, benefits and
perquisites, bonus/ performance linked incentive, commission, retirement benefits) should
be given to Whole-time Directors, Key Managerial Personnel(s) and rest of the employees
and also the parameters for remuneration payable to Director for services rendered in
other capacity.
The remuneration policy for the Board of Directors, as required under sub-section (3)
of Section 178 of the Companies Act, 2013, is available on the Company’s website at
www.tejasnetworks.com/ policies-codes.php.
d. Familiarization programmes for Directors
The Non-Executive and Independent Directors as part of familiarization exercise are
introduced to the Company’s culture through orientation sessions wherein an overview
of Company operations, matters relating to the values and commitments are provided along
with an information kit containing documents about the Company such as annual reports,
annual presentations, recent press releases, research reports, Code of Business Conduct
and Ethics and the memorandum and articles of association etc.
Periodic presentations are made at the Board and Committee meetings on business and
performance updates of the Company, global business environment, business strategy and
risks involved apart from regular presentations on Company’s business strategies and
associated risks, expositions are made on various topics covering the telecom industry.
Visits to plant location are organized for the Non-Executive and Independent Directors to
enable them to understand and get acquainted with the operations of the Company. The
Company organizes a management strategy session with the Board to deliberate on various
topics related to strategic alternatives, progress of ongoing strategic initiatives, risks
to strategy execution and the need for new strategic programs required to achieve Company
objectives.
The detailed familiarization programme for Non-Executive and Independent Directors of
the Company are available in the website at https://tejasnetworks.com/policies-codes.php.
e. Directors’ Responsibility Statement pursuant to the provisions contained in
Section 134(3) of the Act
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under the historical cost convention on accrual basis except for
certain financial instruments, which are measured at fair values, the provisions of the
Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI.
The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule
3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules
issued thereafter. The Audit Committee meets periodically with the Internal Auditor and
the Statutory Auditor to review the manner in which the Auditor are discharging their
responsibilities and to discuss audit, internal control and financial reporting issues. To
ensure complete independence, the Statutory Auditor and the Internal Auditor have full and
free access to the Members of the Audit Committee to discuss any matters of substance.
Further,
• The accounting policies have been consistently applied except where a
newly-issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.
• In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed and there are no material
departures.
• The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period.
• The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
• The Directors had prepared the annual accounts on a going concern basis.
• The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
• The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
• The financial statements have been audited by M/s. Price Waterhouse Chartered
Accountants LLP (Firm registration number No. 012754N/N500016, the Company’s
Statutory Auditor and have given unmodified opinion on the financial statements for the
year ended March 31, 2023.
7. Governance
Governance is the framework that ensures that appropriate business processes and tools
are in place for adherence with all the applicable obligations under various regulations
across the locations where the Company conducts its business including Board structure,
subsidiary performance, Code of Conduct. The Company’s governance structure revolves
around values based on transparency, integrity, professionalism and accountability which
helps to implement the Company strategy effectively and transparently so as to deliver
long-term value for the shareholders, employees, business partners and other stakeholders.
Further, the Company ensures that it evolves and follows the governance guidelines and
best practices diligently, not just to boost long-term shareholder value, but also to
respect rights of the minority. The Company considers that it is inherent responsibility
to disclose timely and accurate information regarding the operations and performance,
leadership, and governance of the Company.
Tejas aspires to be the benchmark for value creation and corporate citizenship and
expects to realize its vision by taking such actions as may be necessary in order to
achieve its goals of value creation, safety, environment and people. The Company’s
three-tier governance structure comprising of the Shareholders, the Board, and the
Executive Management. It not only ensures greater management accountability and
credibility, but also facilitates, increased autonomy to the businesses, performance
discipline and development of business leaders.
a. Board and Committee Constitution
The current policy is to have an appropriate mix of Executive, Non- Executive and
Independent Directors to maintain the Independence of the Board and separate its functions
of governance and management. As on March 31, 2023, the Board consists of eight members
with two Non-Executive and Non-Independent Directors, two Executive Directors, and four
Independent Directors of which one Independent Director of the Board is a woman.
During the year ended March 31, 2023, the Company constituted the following Committees
of the Board:
• Independent Directors Committee of the Board - The Committee was constituted for
the purpose of making recommendations on the draft scheme of merger between Saankhya Labs
Private Limited and its wholly owned subsidiary Saankhya Strategic Electronics Private
Limited with the Company and their respective shareholders under Sections 230 to 232 of
the Companies Act, 2013.
• Share Allotment Committee of the Board - The Committee was reconstituted for the
purpose of issuance and allotment of equity shares on the conversion of the Warrants. The
Board of Directors in their meeting held on April 21, 2023 decided to wind-up the Share
Allotment Committee as the required formalities were completed for the issuance and
allotment of shares.
The details of the constitution of the Board and of the Committees, the terms of
reference, number of meetings held etc. are given in the Corporate Governance Report which
forms part of this Annual Report.
b. Meeting of the Board/ Committees
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. The Board / Committee meetings are
pre-scheduled and a tentative annual calendar of the Board and Committee meetings is
circulated to the Directors well in advance to help them plan their schedule and ensure
meaningful participation in the meetings. Only in case of special and urgent business, if
the need arises, the Board’s / Committee’s approval is taken by passing
resolutions through circulation or by calling Board / Committee meetings at short notice,
as permitted by law.
In line with the requirements of the Companies Act, 2013 and Listing Regulations, seven
Board Meetings and four Committee Meetings (six meetings - Nomination and Remuneration
Committee and five meetings - Audit Committee) were held during the year under review, and
all the Board Meeting and Committee Meeting were held in accordance with the guidelines
issued by the MCA and by the SEBI. The intervening gap between any two meetings is within
the period prescribed by the Act and Listing Regulations. The details of the Board,
Committee meetings and also of the 22nd Annual General Meeting and the
attendance of the Directors are given in the Corporate Governance Report which forms part
of the Annual Report.
c. Succession planning
The Company believes that sound succession plans for the leadership are very important
for creating a robust future for the Company. The Nomination and Remuneration Committee
coordinates with the Board on the leadership succession plan to ensure orderly succession
in appointments to the Board and in Senior Management. The Company strives to maintain an
appropriate balance of skills and experience within the organization in an endeavor to
introduce new perspectives while maintaining experience and continuity. By integrating
workforce planning with strategic business planning, the Company puts necessary financial
and human resources in place so that its objectives can be met. In addition, promoting
senior management within the organization fuels the ambitions of the talent force to earn
future leadership roles.
d. Board Diversity
The Company recognizes and embraces the importance of a diverse Board for its success
and believes that a diverse Board will leverage differences on thought perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help the Company to retain its competitive
advantage. The Board has adopted the Board Diversity Policy which sets out the approach to
diversity of the Board and is available on the Company’s website at www.
tejasnetworks.com/policies-codes.php.
e. Board Evaluation
The Board evaluated the effectiveness of its functioning, of the Committees and of
individual Directors, pursuant to the provisions of the Act and Listing Regulations. The
Board sought the feedback of Directors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning,etc.);
• Structure, composition and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management; Board/Committee
culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The Nomination and Remuneration Committee reviewed the performance of the individual
Directors and the performance of the Board and of the Committees of the Board. The
evaluation process endorsed the Board Members’ confidence in the ethical standards of
the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties. The details of the process of performance evaluation are given in
the Corporate Governance Report which forms part of this Annual Report.
f. Board Charter / Policies
The Company has Charters for the Audit Committee, the Nomination and Remuneration
Committee, the Risk Committee, the Corporate Social Responsibility Committee, the
Stakeholders Relationship Committee and also policies and codes as required which are in
line with the requirements of the Act and the Listing Regulations. The details of the
charter/ policies/ codes as adopted by the Board are provided in Annexure-8 to the
Board report.
g. Business Integrity and Ethics
Integrity is one of the fundamental values of the Company. The Company communicates its
Code of Business Principles internally and externally. All Company employees are required
to undertake mandatory annual training of the Code and which extends through the entire
value chain including the employees, contractors and third parties. The Company also
requires its third-party business partners to adhere to business principles consistent
with its own. These expectations are set out in our Code of Conduct for Vendors/ Suppliers
which is available on the Company’s website at www.
tejasnetworks.com/policies-codes.php.
The Company has adopted a Code of Business Conduct and Ethics which applies to all
Director, Employees, Subsidiaries and Affiliates. The Managing Director and CEO has
confirmed to the Board that the Company has adopted a Code of Conduct for its employees
including the Managing Director, its Non-Executive Director and Independent Directors for
the year ended March 31, 2023 and has received a declaration of compliance with the Code
of Conduct as applicable to them. The Annual declaration affirming compliance with the
Code of Conduct by the Directors and Senior Management Personnel of the Company for the
year ended March 31, 2023 forms part of the Corporate Governance Report.
h. Risk Management
Risk Management is at the core of the business and ensuring that the Company has the
right risk-return trade-off in line with the risk appetite which is the essence of the
Company’s Risk Management practices, while looking to optimize the returns that go
with that risk. The Company has a well-defined risk management framework in place. The
risk management framework works at various levels across the enterprise and these levels
form the strategic defence cover of the Company’s risk management. The Company has a
robust organizational structure for managing and reporting on risks and proactively
identifies, assesses, treats, monitors and reports risks as well as to create a risk-aware
culture within the organisation and covers areas exposed to risk and also provides a
structured process for management of risks and considers the risks that impact mid-term to
long-term objective of the business, including those that are reputational in nature.
The Company has constituted a Risk Management Committee of the Board as required under
Listing Regulations to frame, implement and monitor the Risk Management Plan of the
Company and also has in place a Risk Management Policy approved by the Board. The Risk
Management Policy provides oversight and sets the tone for implementing the Enterprise
Risk Framework across the organization. The Risk Management Committee reviews the status
of key risks, progress of Enterprise Risk Framework implementation across locations and
any exceptions as flagged to it, on quarterly basis. Further, the Risk Management
Committee is authorized to monitor and review risk management plan and empowered, inter
alia, to review and recommend to the Board the modifications to the Risk Management
Policy. The Chief Operating Officer who is also a Chief Risk Officer is the custodian of
the framework and oversight of the framework provided by Risk Management Committee of
Directors. The Risk Management Committee reviews and monitors the key risks and their
mitigation measures periodically and provides an update to the Board on Company’s
risks outlined in the risk registers. The Audit Committee has additional oversight in the
area of financial risks and controls.
The detailed report on Risk Management is disclosed separately in this Annual Report.
The Risk Management Charter and Policy is available on the Company’s website at
www.tejasnetworks.com/ policies-codes.php.
i. Internal Financial controls
The Company has an Internal Financial Controls framework which commensurate with the
size, scale, and complexity of the Company’s operations. The Internal Financial
Controls of the company have been assessed taking into consideration the essential
components of internal controls stated in the Guidance Note on Audit of Internal Financial
Controls of the Company Over Financial Reporting issued by The Institute of Chartered
Accountants of India.
The Board of Directors of the Company is responsible for ensuring that Internal
Financial Controls have been laid down by the Company and that such controls are adequate
and operating effectively. The internal control framework has been designed to provide
reasonable assurance with respect to recording and providing reliable financial and
operational information, complying with applicable laws, safeguarding assets from
unauthorized use, executing transactions with proper authorization and ensuring compliance
with corporate policies.
The Company’s internal financial control framework commensurate with the size and
operations of the business and is in line with requirements of the Companies Act, 2013.
The Company has laid down Standard Operating Procedures and Policies to guide the
operations of each of its functions. Business heads are responsible for ensuring
compliance with these policies and procedures. To make the controls more robust and
comprehensive, Internal Financial Control standardization and rationalization project was
undertaken. This has ensured comprehensive coverage, cutting across all functions of the
company. In order to reduce manual time and efforts involved in control testing, improve
confidence in testing results, increase the frequency of testing and resort to full
checking of the data as compared to sample testing, automation of controls was also
undertaken in FY 2022- 23. The Management, Statutory Auditor and Internal Auditor have
also carried out adequate due diligence of the control environment of the Company through
rigorous testing.
The scope and authority of the Internal Audit function is defined in the Audit Charter.
To maintain its objectivity and independence, the Independent Internal Auditor reports to
the Chairman of the Audit Committee. The Independent Internal Auditor develops an Annual
Audit Plan based on the risk profile of the business activities. The Internal Audit plan
is approved by the Audit Committee, which also reviews compliance to the plan. Based on
the report of internal audit function, process owners undertake corrective action(s) in
their respective area(s) and thereby strengthen the controls. The significant audit
observations and corrective action(s) thereon are presented to the Audit Committee. The
Audit Committee, at its meetings, reviews the reports submitted by the Internal Auditor.
Also, the Audit Committee at frequent intervals has independent sessions with the
Statutory Auditor and the Management to discuss the adequacy and effectiveness of internal
financial controls.
j. Protection of Minority Shareholders’ Interests
The Company governance philosophy centers around protection of minority
shareholders’ interests which emphasizes fairness and transparency to all
stakeholders. Further a qualified, diverse and independent Board ensures that minority
shareholders’ interests are protected. The Company strives to reduce information
asymmetry through transparency, extensive disclosures and detailed commentary of the
demand environment and the state of the business, and material developments. The Company
provides a variety of channels including a structured global investor outreach program,
through which minority shareholders can interact with the management or the Board.
Shareholders can communicate concerns and grievances through a well-publicized channel,
where complaints are tracked to closure. The Stakeholders’ Relationship Committee
oversees the redressal of these complaints.
k. Vigil Mechanism/ Whistle Blower Policy
Tejas believes in promoting a culture of trust and transparency and the vigil mechanism
resonates with the same values. The Company has a vigil mechanism established in
accordance with the Act and Listing Regulations which provides a formal channel for all
its Directors, employees, business associates including customers to approach the Chairman
of the Audit Committee to make protective disclosures about the unethical behavior, actual
or suspected fraud or violation of the Company’s Code of Conduct. The Vigil Mechanism
Policies viz. the Whistleblower Policy, the Company Code of Conduct and Supplier Code of
Conduct aims to provide the appropriate platform and protection for Whistle Blowers to
report instances of any actual or suspected incidents of unethical practices including
violation of applicable laws and regulations. The Vigil Mechanism/Whistleblower Policy is
available on the Company’s website at www.tejasnetworks.com/policies-codes.php.
l. Compliance Framework
The Company has a robust and effective framework for monitoring compliances with
applicable laws within the organization and providing updates to Senior Management and the
Board periodically. The Audit Committee and the Board of Directors periodically reviews
the status of the compliances with the applicable laws. The Company complies with
applicable laws, rules and regulations impacting Company’s business through a
Compliance Tracking Tool. Each business head updates the compliances as applicable to
their functions they are heading in the compliance tool basis which are reviewed by the
Compliance department of the Company as well as by the Internal Auditor on a periodic
basis. The Business Heads gives the compliance certificate as applicable to their function
to the Chief Compliance Officer who based on these confirmations, certifies to the
Managing Director and CEO on the status of the compliances. The Managing Director and CEO,
then updates the Board of the same on a quarterly basis.
m. Related Party Transaction
In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a Policy on Related Party Transactions. During the year under review, the
Policy has been amended to incorporate the regulatory amendments in the Listing
Regulations. The updated Policy can be accessed on the Company’s website at
https://tejasnetworks.com/policies-codes.php.
During the year under review, all related party transactions entered into by the
Company, were approved by the Audit Committee and were at arm’s length and in the
ordinary course of business. Prior omnibus approval is obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and on an arm’s length basis. Further, the Company has taken prior approval for all
the material related party transaction with an aggregate value exceeding Rs.1000 crore or
10% of the annual consolidated turnover of the Company, as per the latest audited balance
sheet, whichever is lower.
The transactions with the related parties as per requirements of Indian Accounting
Standard 24 are disclosed in Note 29.9 to the financial statements in the Annual Report.
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Act, in the prescribed Form AOC-2, is attached as Annexure-2 to the
Board’s Report. The details of transaction(s) of the Company with entities belonging
to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as
required under para A of Schedule V of the Listing Regulations are provided as part of the
financial statements.
n. Micro, Small and Medium (MSME) Enterprises
The Company is not categorized as Micro, Small and Medium Enterprises (MSME) under the
Micro, Small and Medium Enterprises Development Act, 2006. Hence, the MSME Act requires to
register under a portal for facilitating MSME vendors. The Company has registered in the
platform with Receivables Exchange of India Limited (RXIL) as a "Buyer" for
MSMEs to electronically factor / discount their receivables, on a without recourse basis,
at highly competitive & transparent financing terms.
o. Credit Rating
The Rating Committee of ICRA, after due consideration has reaffirmed the long-term
Rating at [ICRA] A+ (pronounced ICRA A plus) ("Rating"). The Rating Committee of
ICRA, after due consideration has also reaffirmed the short-term rating at [ICRA] A1+
(pronounced ICRA A one plus). Outlook on the long-term Rating is Stable. ICRA has advised
that the Company in its publicity material or other document wherever the Company are
using the above Ratings, it should be stated as [ICRA]A+(Stable)/[ICRA]A1+.
p. Utilisation of Funds
Regulation 32 of the Listing Regulations states that where a listed entity has raised
funds through preferential allotment or qualified institutions placement, the listed
entity shall disclose every year, the utilization of such funds during that year in its
Annual Report until such funds are fully utilized.
During the year ended March 31, 2023, the Company has raised Rs.1,012.50 crore through
preferential issue of equity shares. (Refer note 12 (b) of Standalone financials).
The details of funds raised and utlization are as below:
| Particulars |
in Rs.crore |
| Proceeds from private placement (FY 2022) |
837.50 |
| Funds Utilized during year ended March 2022 |
261.17 |
| Unutilized as on March 31, 2022 (A) |
576.33 |
| Proceeds from private placement (FY 2023) (B) |
1,012.50 |
| Funds Utilized during year ended March 2023 (C)* |
1,530.38 |
| Unutilized as on March 31, 2023 (A+B-C) |
58.45 |
*Includes Rs.283.94 crore towards investment in Saankhya Labs Private Limited.
q. Book Closure
For the purpose of 23rd Annual General Meeting and for the financial year
ended March 31, 2023, the Register of Shareholders and Share Transfer Books of the Company
will remain closed from June 13, 2023 to June 20, 2023 (both days inclusive).
r. Demat Suspense Account/Unclaimed Shares Account
The Company opened a Demat account as Tejas Networks Limited - Unclaimed Share Suspense
Account with the ICICI Bank Limited and transferred all unclaimed shares into one physical
folio and further dematerialized the said equity shares under a demat account. When any
shareholder claims, the Company will transfer the same to his/her demat account by
following the procedure as prescribed under the regulations. These shares primarily belong
to the former employees of the Company and their whereabouts are not known. The Company
has taken sufficient steps to inform them based on the records available with the Company
to claim the same by following the procedure as prescribed under the regulations.
In terms of Regulation 39 of the Listing Regulations, the Company reports the following
details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares
as on March 31, 2023.
| Particulars |
No. of Shareholders |
No. of Equity shares |
| Aggregate Number of Shareholders and the outstanding
shares in the Suspense Account lying as on April 1, 2022 |
56 |
74,435 |
| Less: Number of Shareholders who approached the Company
for transfer of shares from suspense account |
1 |
600 |
| Aggregate number of Shareholders and the outstanding
shares in the suspense account lying as on March 31, 2023 |
55 |
73,835 |
s. Reconciliation of Share Capital
The Share capital audit was carried out by a Practising Company Secretary to reconcile
the total equity share capital with NSDL and CDSL and the total issued and listed equity
share capital issued by the Company for the year ended March 31, 2023. The Report is
available on the Company’s website at wwwtejasnetworks.com/
reconciliation-of-share-capital-audit-report.php.
t. Annual Return
In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31,
2023 in the prescribed format is available on the Company’s website at
wwwtejasnetworks.com/disclosures.php.
u. Deposits from Public
The Company has not accepted any deposits from the public during the year under review
No amount on account of principal or interest on deposits from the public was outstanding
as on March 31, 2023.
v. Listing and Dematerlisation of Equity Shares
The equity shares of the Company are listed in National Stock Exchange of India Limited
(scrip code: TEJASNET) and BSE Limited (scrip code: 540595 ). For the purpose of
dematerialisation of shares the company established a connectivity with the National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) with the International Securities Identification Number (ISIN) allotted under the
Depository System is INE 010J01012 through Link Intime India Private Limited, our
Registrar and Share Transfer Agents.
8. Material Changes and Commitments between the end of the Financial Year and Date of
the Report
i. Appointment of Mr. Anand S Athreya (DIN: 10118880) as Additional Director, Executive
Director (Managing Director and CEO designate) from April 21, 2023 to June 20, 2023 and as
Managing Director and CEO from June 21, 2023 to April 20, 2028 subject to the approval of
the Shareholders and Central Government.
ii. Amendment to the Policy on Materiality of Related Party Transactions and on Dealing
with Related Party Transactions. Other than the above, there are no other material changes
and commitments affecting financial position between the end of the financial year and
date of the report.
9. Audit and Auditor
a. Statutory Auditor-M/s. Price Waterhouse Chartered Accountants LLP (Firm registration
number No. 012754N/N500016)
M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No.
012754N/N500016) were re-appointed by the Shareholders in their 22nd Annual
General Meeting for second term as the Statutory Auditor of the Company for a period of
five consecutive years from the conclusion of 22nd Annual General Meeting till
the conclusion of 27th Annual General Meeting of the Company on terms and
conditions as mutually agreed upon between M/s. Price Waterhouse Chartered Accountants LLP
and the Company M/s. Price Waterhouse Chartered Accountants LLP has furnished a
certificate confirming their eligibility and consent for their continuance as the
Statutory Auditor of the Company for FY 2024 and also in terms of the Listing Regulations,
the Statutory Auditor have confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
The remuneration in the form of fees (excluding GST and out of pocket expenses) for the
year ended March 31, 2023 to M/s. Price Waterhouse Chartered Accountants LLP as the
Statutory Auditor of the Company are as follows:
|
in Rs.crore |
| Engagement |
Amount |
| Statutory audit including limited reviews |
0.59 |
| Other audit related services |
0.26 |
| Total |
0.85 |
Note: The above fees exclude GST and out of pocket expenses.
b. Internal Auditor
The Board based on the recommendations of the Audit Committee, has re-appointed an
Independent Auditor M/s. Singhvi, Dev and Unni Chartered Accountants LLP as Internal
Auditor of the Company on such terms and conditions as mutually agreed upon between M/s.
Singhi, Dev and Unni, Chartered Accountants LLP and the Company, to carry out the internal
audit function for FY 2024. The remuneration in the form of fees (excluding GST) for the
year ended March 31, 2023 to M/s. Singhvi, Dev and Unni Chartered Accountants LLP as
Internal Auditor of the Company are as follows:
|
in Rs.crore |
| Engagement |
Amount |
| Audit fees |
0.25 |
| Other audit related service |
0.00 |
| Total |
0.25 |
Note: The above fees exclude GST and out of pocket expenses.
c. Secretarial Auditor-Dwarakanath C, Practicing Company Secretary (FCS No. 7723 and
Certificate of Practice No. 4847)
The Board based on the recommendations of the Audit Committee, has re-appointed
Dwarakanath C, Practicing Company Secretary as the Secretarial Auditor of the Company on
terms and conditions as mutually agreed upon between Dwarakanath C, Practicing Company
Secretary and the Company, to conduct Secretarial Audit for FY 2024. The remuneration in
the form of fees (excluding GST) for the year ended March 31, 2023 to Dwarakanath C,
Practicing Company Secretary as the Secretarial Auditor of the Company are as follows:
|
in Rs.crore |
| Engagement |
Amount |
| Audit fees |
0.03 |
| Other audit related services |
0.03 |
| Total |
0.06 |
Note: The above fees exclude GST and out of pocket expenses.
d. Cost Auditor - M/s. GNV & Associates, Cost and Management Accountants (FRN -
000150)
As per Section 148 of the Act, the Company is required to have the audit of its cost
records conducted by a Cost Accountant. The Board of Directors of the Company has, on the
recommendation of the Audit Committee, approved the re-appointment of M/s. GNV and
Associates, Cost and Management Accountants in Practice as the Cost Auditor of the Company
on terms and conditions as mutually agreed upon between M/s. GNV and Associates, Cost and
Management Accountants and the Company, to conduct cost audits for relevant products
prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY 2024. The Cost
Accounts and Records of the Company are duly prepared and maintained as required under
Section 148(1) of Act.
A resolution seeking approval of the shareholders for ratifying the remuneration
payable to the Cost Auditor for FY 2024 is provided in the Notice of the ensuing Annual
General Meeting.
The remuneration in the form of fees (excluding GST) for the year ended March 31, 2023
to M/s. GNV & Associates are as follows:
|
in Rs.crore |
| Audit fees |
0.02 |
| Other audit related services |
0.01 |
| Total |
0.03 |
Note: The above fees exclude GST and out of pocket expenses.
e. Key Audit Matters
M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditor of the Company
rendered an opinion regarding the fair presentation in the financial statements of the
company’s financial condition and operating results. Their audits are conducted in
accordance with GAAP and include a review of the internal controls, to the extent
necessary, to determine the audit procedures required to support their opinion. The
Statutory Auditor of the Company has issued an Audit Report with unmodified opinion on the
Audited Financial Results of the Company (Standalone and Consolidated) for the year ended
March 31, 2023.
The Key Audit Matters are those matters which in the opinion of the Statutory Auditor
of the Company were of most significance in the Audit of the Standalone / Consolidated IND
AS financial statements for the year ended March 31, 2023 and these matters were addressed
in the context of the audit of the Standalone / Consolidated IND AS financial statements
for the year ended March 31, 2023 as a whole. The Key Audit Matter forms part of the Audit
report of Standalone / Consolidated IND AS financial statements.
10. Business Responsibility and Sustainability Report
The Securities and Exchange Board of India (‘SEBI’), in May 2021 introduced
new sustainability related reporting requirements to be reported in the specific format
which is a notable departure from the existing Business Responsibility Report and a
significant step towards giving platform to the companies to report the initiatives taken
by them in areas of environment, social and governance. Further, SEBI has mandated top
1,000 listed companies, based on market capitalization, to transition to Business
Responsibility and Sustainability Reporting from FY 2022-23 onwards.
In line with the above, the Business Responsibility and Sustainability Report forms
part of this report and is also available on the Company’s website at
www.tejasnetworks.com/disclosures.php.
11. Cyber Security
The Company believes that in the modern digital age, cyber security is not an
IT/information security issue, but a business issue. The Company adopted a
multidimensional approach to cyber security which enables the Company to protect the data
using a multi-layered defense mechanism and a combination of tools and techniques which
complement and augment each other. The processes and systems in the Company reduces the
threat and to mitigate the negative financial and reputational impacts, and created an
organizational culture of cyber security which consistently practices effective cyber
security policies, processes and procedures including spear-phishing campaigns and cyber
data breach table-top exercises.
Tejas cyber security and risk management policies and standards, are aligned to leading
industry standards and regulatory requirements, provide the foundation of the cyber
security program and centre around protecting the confidentiality, integrity and
availability of the firm’s infrastructure, resources, and information. Further, the
Company ensured information system resilience and implemented and periodically tested an
enterprise-wide Business Continuity Plan and Disaster Recovery Plan.
The Company is ISO27001 standard certified and our security controls are in line with
this. In addition, Tejas has security tools at Gateway level and end point level,
including DLP and EDR solutions as defence against cyber threats.
The cyber security governance encompasses management oversight at various levels with
the ultimate responsibility assumed by the Board of Directors. The governance structure of
information/cyber security risk is helmed by the Risk Committee and Audit Committee, all
being Board-level Committees and chaired by Independent Directors. At the executive
management level, there is a specialised Committee to review key areas of IT and cyber
risk. Tejas devotes significant resources to protecting and continuously improving the
security of the systems. The Company cybersecurity and risk management policies are
centred on protecting the confidentiality, integrity and availability of the firm’s
infrastructure, resources, and information. The Company undertakes multiple assessments of
the efficacy of its security controls by internal as well as external auditor. The Company
also engaged an Independent Cyber Security agency for Cyber Security Posture Assessment
and the assessment report shared with the Board and Risk Committee.
12. Data Protection and Privacy
Protecting personal and financial information, and handling it responsibly, are of
utmost importance to the Company. Considering the wide range of services Tejas offers, it
is important to provide a safe and secure experience while using the services. Tejas
always strives to assure users that their personal information is protected. To this end,
data privacy, data protection, and information security form an intrinsic part of
Tejas’s service design across the entire lifecycle.
Tejas’s privacy and security programme focuses on three key aspects of embedding
security in design, effective governance and enabling organisation-wide security
awareness. Tejas tries to minimize the chances of security incidents by defining and
implementing a highly effective governance structure. It has implemented a holistic
information security management programme to protect its business, customers,
infrastructure, services, and internal users from security threats. The Company has
policies (including Data Privacy Policy), standards, and processes in place.
Tejas has a formal privacy incident management process in place to respond to any
suspected or actual incident involving unauthorized access to or disclosure of personal
information, its availability, or an impact to its integrity Tejas also conducts security
risk assessments to evaluate and identify security flaws in services, products, and
technology It has implemented security monitoring infrastructure and effective incident
detection and management processes. Suspected events are analyzed and verified for its
impact on assets and organisation. The incident movement processes define the criticality
level for every incident and are managed in line with documented processes.
13. COVID
Telecom being declared an essential service, the Covid-19 pandemic presented us with a
situation where the Company has to ensure continuity in the services to customers while
ensuring the safety and well-being of all our employees working in branches and offices at
locations across the country Ensuring Covid-19 related protocols of social distancing and
sanitisation were followed across every location.The Company put mechanisms in place to
ensure that emotional, medical and physical support was provided to our employees on a
real-time basis.
Advisory and constant communication with employees was established and circulated to
ensure that the advisory reaches every employee and gets reinforced in their behaviour.
Office protocols were put in place to ensure safety of employees. Masks, sanitisation,
fumigation and social distancing were made mandatory across premises. Signage and posters
were displayed in various places in various offices. Maximum capacity for each of the
offices were determined so that employees do not mingle with anyone outside their zones.
In order to ensure a smooth commute, employees were provided with system verified and
generated authorisation letters and vehicle passes, made available to them on the
Company’s internal app. Further, the Company reimbursed the cost of vaccination of
employees and their dependents.
The Statutory Auditor has stated that as at March 31, 2023, management has made an
assessment of the recoverability of carrying values of Property, Plant and Equipment,
Intangible assets, Inventories and Financial assets and has concluded that no adjustments
are considered necessary in the financial statements, arising from COVID-19.
14. Corporate Social Responsibility
The objective of the Company’s Corporate Social Responsibility initiatives is to
improve the quality of life of communities through long-term value creation for all
stakeholders. The Company’s Corporate Social Responsibility policy provides
guidelines to conduct Corporate Social Responsibility activities of the Company The
Company addresses the societal challenges through societal development programmes and
remains focused on improving the quality of life and implements its Corporate Social
Responsibility programmes either individually or in association with eligible implementing
agencies registered with the Ministry of Corporate Affairs which works in close
collaboration with public systems and partners. Through its Corporate Social
Responsibility, the Company envisions an enlightened, equitable society in which every
individual realizes her/his potential with dignity through creating transformative,
efficient and lasting solutions to their development challenges and is committed to act in
the best interests of its stakeholders and with a sense of purpose by its involvement in
socio-economic development which always been integral to the Company strategic objectives.
The Company’s Corporate Social Responsibility and sustainability initiatives and
practices covers various activities in the field of education, healthcare and communities,
ecology and environment, etc.
In pursuance of the Corporate Social Responsibility Policy and in line with the
requirement of the Companies Act, 2013, every company has to spend 2% of the average net
profits of the Company for the preceding three years towards the Corporate Social
Responsibility activities as stated in the Companies Act, 2013. In view of the average net
loss before tax for the last 3 years being Rs.36.09 crore based on the computation as per
Section 135 of the Companies Act, 2013, there is no obligation or requirement for the
Company to make a CSR contribution for the financial year 2022-2023. The Corporate Social
Responsibility policy is available on the Company’s website at
www.tejasnetworks.com/policies-codes.php. The Annual Report on the CSR activities in the
format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014, is set out in Annexure-5 to this Report.
15. Green Initiatives
Electronic copies of the Annual report for the year 2023 and the Notice of the 23rd
Annual General Meeting are sent only to Shareholders whose email addresses are registered
with the Company/ depository participant(s). To support the "Green Initiative",
Shareholders who have not registered their email addresses are requested to register the
same with their DPs in case the shares are held by them in electronics form and with RTA
in case the shares are held by them in physical form.
16. Cautionary Note
Certain statements in this report concerning our future growth prospects are
forward-looking statements, which involve a number of risks, and uncertainties that could
cause actual results to differ materially from those in such forward-looking statements
due to risks or uncertainties associated with our expectations with respect to, but not
limited to, our ability to successfully implement our strategy and our growth and
expansion plans, technological changes, our exposure to market risks, general economic and
political conditions in India which have an impact on our business activities or
investments, changes in the laws and regulations that apply to the industry in which the
Company operates.
The Company does not undertake to update any forward-looking statements that may be
made from time to time by or on behalf of the Company.
17. Acknowledgement
The Board place on record its thanks to its customers, vendors, investors, bankers,
financial institution, employees and all other stakeholders for their continued support
during the year. The Board places on record our appreciation of the contribution made by
the employees at all levels as the Company consistent growth was made possible only by
their hard work, solidarity, cooperation and support.
The Board also places on record its thanks to the Government of various countries where
we operate. Tejas thanks the Government of India particularly the Ministry of Labour and
employment, the Ministry of Communications, the Ministry of Electronics and Information
Technology, the Ministry of Commerce and Industry, the Ministry of Finance, the Ministry
of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect
Taxes and Customs, the Reserve Bank of India (RBI), the Securities Exchange Board of India
(SEBI), the various departments under the state government and union territories and other
government agencies for their support and look forward to their continued support in the
future.
|
Sd/- |
Sd/- |
|
N. Ganapathy Subramaniam |
Sanjay Nayak |
| Bengaluru |
Chairman |
Managing Director and CEO |
| April 21, 2023 |
(DIN:07006215) |
(DIN: 01049871) |