23 Apr 2017 | Livemint.com

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Tata Communications Ltd.

BSE

  • 715.50 -0.70 (-0.1%)
  • Vol: 59174
  • BSE Code: 500483
  • PREV. CLOSE
    716.20
  • OPEN PRICE
    711.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    722.30(44)

NSE

  • 722.05 0.00 (0%)
  • Vol: 612775
  • NSE Code: TATACOMM
  • PREV. CLOSE
    722.05
  • OPEN PRICE
    714.30
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    722.05(118)

Tata Communications Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2015-16

1 CORPORATE GOVERNANCE PHILOSOPHY AND PRACTICE

The Company as part of the Tata Group shares the set of five core values of the group - integrity, understanding, excellence, unity and responsibility. The Company is unequivocally committed to creating value for all its stakeholders - customers, employees, investors, partners, vendors and the community. Fairness in words, actions and deeds with all stakeholders form the base of the Company's Corporate Governance philosophy.

The Company has adopted a Code of Conduct based on the Tata Code of Conduct for its employees including the Managing Director, which has been refreshed during the year to stay aligned with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business. In addition, the Company has also adopted a Code of Conduct for its Non­Executive Directors. The Company's corporate governance philosophy is further strengthened by the adoption of the Tata Communications Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices. These Codes are available on the Company's website.

The Company believes that, though total business risk elimination is not possible, it can be minimized by consistently developing and following the best practices of Corporate Governance. To this end, the Company focuses on developing and implementing higher standards of accountability to enable optimum returns to all stakeholders.

The Company communicates regularly with its shareholders through bulletins, presentations and meetings with analysts and investors.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), the Company has executed fresh Listing Agreements with the Stock Exchanges wherein its securities are listed.

The Company has adopted the requirements of Corporate Governance stipulated under Clause 49 of the erstwhile Listing Agreement as also those stipulated under the SEBI Listing Regulations.

2. BOARD OF DIRECTORS

As on March 31, 2016, the Company had ten directors. Of the ten Directors, one is an executive director and nine are non-executive directors. Three of the Company's directors are independent directors and one is a nominee of the Government of India.

The Chairman of the Company is a non-executive director (Independent Director), therefore, as per Regulation 17(1)(b) of the SEBI Listing Regulations, at least one-third of the Board should be independent directors. As on the date of this Report, the Board comprised of ten (10) directors out of which three (3) were independent directors thus falling below the stipulated requirement of having one third of the directors as independent directors. As reported to the Indian Stock Exchanges, in February 2002, when the Government of India transferred 2 5% of its stake in the Company to the Strategic Partner, a Shareholders Agreement and a Share Purchase Agreement were signed. The said agreements, inter alia, set forth the rights and obligations of the Strategic Partner and the Government of India (GoI) including appointment of directors on the Board of the Company. The relevant clauses from the agreements were incorporated in the Articles of Association of the Company. Under the Articles of Association and in accordance with the agreements referred above, the Board is to be comprised of 12 directors, four of which must be independent directors and the Government and the Strategic Partner are entitled to recommend two independent directors each. Two out of the three independent directors were recommended by the Strategic Partner and one independent director was recommended by the Government. Since June 2011, the Government is in the process of recommending the name of the other independent director. The Company has been vigorously pursuing the GoI time and again to recommend the name of one more independent director so as to fill in this vacancy. The GoI is still in the process of identifying a suitable name to recommend, hence, till such time as the recommendation of name of one more independent director is received from the Government and the Board appoints one more independent director, the Company would not be compliant with Regulation 17(1)(b) of the SEBI Listing Regulations i.e. to have one third of the directors as independent directors.

None of the directors on the board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairperson of more than five committees (considering membership and chairmanship of Audit Committee and Stakeholders Relationship Committee) across all the public companies in which they are directors. None of the directors on the board serve as an Independent Director in more than 7 listed entities. Necessary disclosures regarding committee positions in other public companies as on March 31, 2016 have been made by the directors. None of the directors are related to each other.

The maximum tenure of the independent directors is in compliance with the Companies Act, 2013 (Act). All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of SEBI Listing Regulations and Section 149 of the Act.

During the year under review, Mr. A. K. Mittal resigned from the Board with effect from November 30, 2015 pursuant to his retirement from Government service.

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Kishor A. Chaukar and Mr. Saurabh Kumar Tiwari retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The names and categories of the directors on the board, their attendance at board meetings held during the year and at the last annual general meeting, and the number of directorships and committee memberships/chairmanships held by them in other public companies as on March 31, 2016 are given herein below. Other directorships do not include directorships of private limited companies, Section 8 companies and of companies incorporated outside India. Chairmanships / memberships of board committees include only Audit Committee and Stakeholders' Relationship Committee.

3. AUDIT COMMITTEE

The constitution of the Audit Committee is in compliance with the provisions of Regulation 18 of the SEBI Listing Regulations read with Section 177 of the Companies Act 2013.

The terms of reference of the audit committee are broadly as under:

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

• Review and monitor the auditor's independence and performance, and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Review of inter-corporate loans and investments;

• Review the process of Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of internal financial controls relating to financial reporting and risk management systems in conjunction with Internal and Statutory Auditors;

• Calling for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

• Review of vigil mechanism for directors, employees or any other person to report genuine concerns in such manner as may be prescribed.

• Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

• Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report;

• The going-concern assumption;

• Compliance with accounting standards;

• Contingent liabilities;

• Status of litigation by or against the Company;

• Claims against the Company and their effect on the financial statements;

• Review the financial statements of its subsidiary companies, in particular, inter­corporate loans and investments made by unlisted subsidiary companies.

The term "financial statement" shall have the meaning ascribed to such term under Section 2(40) of the Companies Act, 2013.

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the outsourced internal auditors and/or internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons, in conjunction with the management, for any substantial default in any payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the Whistle Blower mechanism;

Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

To seek information from any employee.

To select, appoint and obtain professional advice from external sources including for forensic or other investigation, if necessary.

To secure attendance of outsiders with relevant expertise, if it considers necessary.

If the Company is required under the Companies Act, 2013 or other legal provision to appoint a cost auditor to have a cost audit conducted, the Committee shall taking into consideration the qualifications and experience of the person proposed for appointment as the cost auditor recommend such appointment to the Board, together with the remuneration to be paid to the cost auditor. If a cost auditor is appointed, the Committee shall review and recommend the cost audit report to the Board.

To provide advice to the Compliance Officer in setting forth policies in relation to the implementation of the Code of Conduct for Prevention of Insider Trading & the Code of Corporate Disclosure Practices (Code) and the SEBI's (Prohibition of Insider Trading) Regulations, 2015 (Regulations).

To oversee the implementation of the Code by the Compliance Officer under the overall supervision of the Board of the Company.

The Chairman of the Audit Committee shall review the status reports placed before him by the Compliance Officer, detailing Trading in the Securities by the Designated Persons along with the documents that such persons had executed in accordance with the pre-trading procedure prescribed under the Code on a quarterly basis.

To receive from the Compliance officer complete information about any violations of the Code and to give suitable directions to the Compliance Officer for initiation of penal action in cases of violation.

Perform other activities related to this Charter as requested by the Board.

The Audit Committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the Committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal and terms of remuneration of the internal auditors shall be subject to review by the Committee.

Additionally, the Committee may also oversee:

• Financial statements for material subsidiaries.

• Compliance with legal and regulatory requirements including the Tata Code of Conduct (TCoC) for the Company and its material subsidiaries.

The Audit Committee invites such of the Company executives, as it considers appropriate, representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The previous Annual General Meeting (AGM) of the Company was held on September 29, 201 5 and was attended by Ms. Renuka Ramnath, the Chairperson of the Audit Committee.

Mr. Manish Sansi, Company Secretary & General Counsel (India) is the Audit Committee's Secretary and has been appointed as the Compliance Officer by the Board to ensure compliance and effective implementation of the Insider Trading Code.

During the financial year 2015-16, the Audit Committee held six meetings and not more than one hundred and twenty days had elapsed between any two meetings. The necessary quorum was present for all the meetings. The dates of meetings of the Audit Committee are as follows:

May 12, 201 5 May 27, 2015 July 28, 2015 October 27, 2015 November 24, 201 5 February 02, 2016

Notes:

1. All members are financially literate and bring in expertise in the fields of finance, economics, development, strategy and management.

2. The management is responsible for the Company's internal controls and the financial reporting process while the statutory auditors are responsible for performing the independent audits of the Company's financial statements in accordance with generally accepted auditing practices and for issuing reports based on such audits.

3. The Board of Directors has entrusted the Audit Committee with the responsibility of supervising these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

4. NOMINATION AND REMUNERATION COMMITTEE (NRC)

a) Constitution and Terms of Reference

The Nomination and Remuneration Committee of the Company is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Recommend to the Board the setup and composition of the Board and its committees. This shall include "Formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

• Recommend to the Board the appointment or reappointment of directors.

• Devise a policy on Board diversity.

• Recommend to the Board appointment of Key Managerial Personnel (KMP as defined by the Act) and executive team members of the Company (as defined by this committee).

• Support the Board and IDs in evaluation of the performance of the Board, its committees and individual directors. This shall include "Formulation of criteria for evaluation of Independent Directors and the Board." Additionally, the committee may also oversee the performance review process of the KMP and the executive team of the company.

• Recommend to the Board the remuneration policy for directors, executive team/ KMP as well as the rest of the employees.

• On an annual basis, recommend to the Board the remuneration payable to directors and executive team/ KMP of the company.

• Oversee familiarisation programmes for directors.

• Oversee the HR philosophy, HR and People strategy and HR practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for Board, KMP and executive team).

• To be informed prior to any change in composition of the boards of Indian Subsidiaries, Associates and Joint Ventures and to receive annually report on composition of those boards.

• Provide guidelines for remuneration of directors on material subsidiaries.

• The NRC of a parent/ holding company shall recommend to its Board how the company will vote on resolutions for appointment and remuneration of directors on the Boards of its material subsidiary companies.

• Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

The Nomination and Remuneration Committee currently consists of three members. Mr. A.K. Mittal was a member of the Committee up to his date of resignation i.e. November 30, 2015.

During the last financial year, the Nomination and Remuneration Committee held four meetings. The necessary quorum was present for all the meetings. The dates of meetings of the Nomination and Remuneration Committee are as follows:

May 26, 2015 July 27, 2015

October 27, 2015 February 02, 2016

b) Remuneration Policy

Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry.

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its managing director. Annual increments of the Managing Director are decided by the nomination and remuneration committee within the salary scale approved by the members of the Company and are effective April 1 each year. NRC decides on the commission payable to the managing director out of the profits for the financial year and within the ceilings prescribed under the Companies Act 2013 based on the performance of the Company as well as that of the managing director and each executive director.

During the year 2015-16, the Company paid sitting fees as per the below matrix recommended by NRC and approved by the Board:

• Rs.50,000 /- per meeting for the Board/ Audit Committee/ Nomination and Remuneration Committee, to those Non­Executive Directors (NED) who are not employees of any Tata Company.

• Rs.25,000/- per meeting for the meetings of any other committees to Non-Executive Directors who are not the employees of any Tata Company.

• Rs.20,000/- per meeting of the Board and any other committee to those NEDs who are the employee of any Tata Company excluding the employees of Company and its Subsidiaries.

The members have, at the AGM of the Company on September 29, 2015, approved payment of commission to the non-executive directors for each year for the period of five years commencing from April 01 2015, within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the board of directors and distributed amongst the non-executive directors based on their attendance and contribution at the board and certain committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the directors for attending the meetings.

* The Government Directors have informed the Company that they shall not accept any Sitting Fees and commission as their Directorships are considered to be part of their official duty.

# Includes sitting fees paid for attending 1 Informal Meeting.

e) The Company does not have any employee stock option scheme.

f) Performance Evaluation Criteria for Independent Directors.

The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgement.

5 CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Corporate Social Responsibility Committee of the Company is constituted in line with the provisions of Section 135 of the Act.

The broad terms of reference of CSR committee is as follows:

• Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company;

• Recommend the amount of expenditure to be incurred on the activities referred to above;

• Monitor the Corporate Social Responsibility Policy of the company from time to time;

• Oversee the company's conduct with regard to its corporate and societal obligations and its reputation as a responsible corporate citizen;

• Oversee activities impacting the quality of life of various stakeholders; and

• Monitor the CSR policy and expenditure of the material subsidiaries.

One meeting of the CSR Committee was held on February 3, 2016 where all the members of the Committee were present. The CSR policy of the Company is available on its website at the following link: <http://www.tatacommunications.com/investor->relations/governance

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a Stakeholders Relationship Committee duly constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.

The broad terms of reference of the Stakeholders Relationship Committee are as under:

• Review of statutory compliance relating to all security holders.

• Consider and resolve the grievances of security holders of the company including complaints related to transfer of securities, non-receipt of annual report/declared dividends/notices/ balance sheet.

• Oversight of compliances in respect of dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund.

• Oversight and review of all matters related to the transfer of securities of the company.

• Approval of issue of duplicate certificates of the company.

• Review of movements in shareholding and ownership structures of the company.

• Ensuring setting of proper controls and oversight of performance of the Registrar and Share Transfer Agent.

• Recommendation of measures for overall improvement of the quality of investor services.

The Stakeholders Relationship Committee consists of Mr. Kishor A. Chaukar as its Chairman and Dr. Uday B. Desai as the member. Mr. A.K. Mittal was a member of the Committee up to his date of resignation i.e. November 30, 2015. During the financial year 2015-16, the Committee held four meetings on May 12, 2015, July 28, 201 5, October 27, 201 5 and February 02, 2016.

This committee has been delegated the powers to approve the issue of Duplicate Share Certificates and approve transfer/transmission of shares. All the shares received for transfer till March 31, 2016 has been duly processed.

Mr. Manish Sansi, Company Secretary and General Counsel (India) is the convener of the Stakeholders Relationship Committee and has been designated as the Compliance Officer for shareholder grievance redressal.

7. ETHICS AND COMPLIANCE (ECC) COMMITTEE

In accordance with the Tata Communications Code of Conduct For Prevention of Insider Trading and Code of Corporate Disclosure Practices, the Ethics and Compliance Committee was constituted consisting of Mr. Kishor A. Chaukar as its Chairman and Dr. Uday B. Desai and Mr. Saurabh Tiwari as its members. However, the revised Insider Trading Regulations of SEBI which came in to force in May 2015 provided for the functions hitherto being handled by the ECC to be handled by the Audit Committee. Therefore, during the financial year 2015-16 only one committee meeting was held on May 12, 201 5 which was attended by all its members.

8. RISK MANAGEMENT COMMITTEE (RMC)

The Risk Management Committee of the Company is duly constituted in accordance with SEBI Listing Regulations. The Board has defined the role and responsibilities of the RMC which include monitoring and reviewing of the risk management plan. During the financial year 2015-16, one meeting of RMC was held on February 03, 2016 and was attended by all its members.

10. OTHER DISCLOSURES

i) All material transactions entered into with related parties as defined under the Companies Act 2013 and Regulation 23 of SEBI Listing Regulations during the financial year were in the ordinary course of business and on arm's length pricing. These have been approved by the audit committee. The board has approved a policy for related party transactions which has been uploaded on the Company's website at the link: <http://www.tatacommunications.com/>investor-relations/governance. Note number 33 of the Notes on Accounts may also be referred to in this respect.

ii) No non-compliance notice has been issued and no penalties or strictures have been imposed on the Company by SEBI, any stock exchange or any statutory authority on any matter related to capital markets, during the last three years, 2013-14, 2014-15 and 2015-16.

However in compliance with the SEBI Circular No. CIR/MRD/DSA/31/2013 dated September 30, 2013, the Company has paid during the financial year 2015-16 the specified fines imposed by the Stock Exchanges for the delay in filing of Annual Accounts for financial year 2014-15 with the Stock Exchanges.

iii) The Company has adopted a Whistle Blower Policy and has established necessary mechanisms for employees to report concerns about unethical behaviour. The said policy has also been put up on the website of the Company at the following link: http://www.  <http://www>tatacommunications.com/investor-relations/ governance.

No person has been denied access to the Audit Committee.

iv) Reconciliation of Share Capital Audit:

A qualified practicing Company Secretary carried out quarterly audit to reconcile the total admitted equity share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital.

The audits confirm that the total issued/paid-up equity share capital is in agreement with the total number of equity shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

v) The Company has fulfilled the following non-mandatory requirements as prescribed in Regulation 27(1) read with Schedule II Part E of the SEBI Listing Regulations:

a. Mr. Subodh Bhargava, Independent Director, is the Chairman of the Company and Mr. Vinod Kumar is the Managing Director & Group CEO of the Company. The Company has complied with the requirement of having separate persons to the post of Chairman and CEO / Managing Director.

b. Appointed an internal auditor who makes presentations to the audit committee on internal audit reports.

vi) Code of Conduct

The members of the Board and senior management personnel have affirmed the compliance with the Tata Code of Conduct applicable to them during the year ended March 31, 2016. The Annual Report of the Company contains a certificate by the Managing Director and Group CEO, in terms of the SEBI Listing Regulations on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management Personnel.

vii) In terms of Regulation 17(8) of the SEBI Listing Regulations, the Managing Director & Group CEO and the Chief Financial Officer have given a certificate to the Board of Directors in the format prescribed under Schedule II Part B for the year ended March 31, 2016._

viii) Subsidiary companies

The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company.

During the year under review, Tata Communications Payment Solutions Limited (TCPSL) has been ascertained as material unlisted subsidiary of the Company as per the definition of Material Unlisted Subsidiary as per Regulation 16(1)(c) of the SEBI Listing Regulations. Accordingly, one Independent Director from the Board of the Company has been appointed as a Director on Board of TCPSL as per Regulation 24(1) of the SEBI Listing Regulations. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website at the link http://www. tatacommunications.com/investor-relations/ governance.

11. MEANS OF COMMUNICATION

The quarterly, half-yearly and annual financial results of the Company are ordinarily published in the Free Press Journal and Navshakti among other newspapers, and are also hosted on Company's website: www.tatacommunications.com.  The Company's press releases, details of significant developments and investor updates are also made available on the website.

Presentations made to institutional investors and analysts, after declaration of quarterly, half-yearly and annual financial results are also displayed on the Company's website.

The management discussion and analysis forms part of the directors' report and is included in the annual report for the year 2015-16. Segmental information may be referred to in Note number 32 of the Notes on Accounts.

12. SHAREHOLDER INFORMATION

Annual General Meeting for FY 2015-2016

Date : August 01, 2016

Time : 1100 hours IST

Venue : NSE Auditorium, Ground Floor.

National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

As required under Regulation 36(3) of the SEBI Listing Regulations, particulars of Directors seeking re-appointment at the forthcoming Annual General Meeting are given herein and in the Annexure to the Notice of the Annual General Meeting to be held on August 01, 2016.

Financial Calendar:

Year Ending : March 31, 2016

Annual General Meeting : August 01, 2016

Key Financial Reporting Dates for the Financial Year 2015-16

First quarter ending June 30, 2016 On or before August 14, 2016

Second quarter ending September 30, 2016 On or before November 14, 2016

Third quarter ending December 31, 2016 On or before February 14, 2017

Fourth quarter ending March 31, 2017 On or before May 29, 2017

iii. Dividend Payment

The Board has recommended payment of 43% dividend i.e. Rs.4.30 per share for the Financial Year 2015-16.

The final dividend, if declared, shall be paid / credited on or after August 05, 2016.

iv. Date of Book Closure / Record Date

The Company's register of members and share transfer books will remain closed from July 25, 2016 to August 01, 2016 (both days inclusive).

v. Listing on Stock Exchanges

National Stock Exchange of India Limited (NSE)

Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

BSE Limited (BSE)

25th Floor, P. J. Towers, Dalal Street, Mumbai - 400 001. L64200MH1986PLC039266

vi. Corporate Identification Number (CIN)

vii. Stock Code / Symbol:

BSE : 500483

NSE : TATACOMM

ISIN for Equity Shares : INE151A01013

The Annual Listing Fees due to each of the aforesaid Stock Exchanges for the financial year 2015-16 has been paid.

viii. Dividend Policy:

The Company believes in enhancing shareholders returns every year and in line with this company has constantly endeavoured to maintain the Dividend Pay-out Ratio at broadly same levels every year. However, there are various constraints that may impact on a firm's decision to pay out earnings in the form of dividends.

• Cash flow constraints

• Contractual constraints

• Legal constraints

• Tax considerations

• Return considerations

The Board recommends dividends at its discretion. The factors that may be considered by the Board before making any recommendations for the dividend include, but are not limited to, future expansion plans and capital requirements, profits earned during the financial year, overall financial conditions, cost of raising funds from alternate sources, liquidity and cash flow position and applicable taxes including tax on dividend as well as exemptions under tax laws available to various categories of investors from time to time, and money market conditions.

xiii. Registrars and Transfer Agents (R&T Agents)

(w.e.f. June 01, 2016)

Name and Address : TSR Darashaw Limited (TSRDL)

6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011

Telephone 91 22 6656 8484 Fax 91 22 6656 8494

E-mail csg-unit@tsrdarashaw.com Website www.tsrdarashaw.com

Sharepro Services India Pvt. Limited (Sharepro) has been the Registrar & Transfer Agent of the Company for both its equity and debt securities. The Securities and Exchange Board of India (SEBI) is conducting an investigation into the activities of Sharepro. Vide an Interim Order dated March 22, 2016, SEBI has cited serious irregularities in the conduct and activities of Sharepro with specific reference to payment of dividend to shareholders and transfer of securities. SEBI, vide the aforementioned order, has directed all Companies who are clients of Sharepro to conduct a thorough audit of their records and systems as maintained by Sharepro and to submit a report to SEBI within three months from the date of the order. SEBI has further instructed Companies to switchover all registrar and share transfer related activities being performed by Sharepro to another Registrar and Share Transfer Agent.

In compliance with the directions issued by SEBI, the Company has appointed an independent agency to conduct the audit and investigation of Sharepro's activities and submit a report.

The Company proposes to terminate the Agreement for Registrar and Share Transfer Services entered into with Sharepro with effect from May 31, 2016 and appoint TSR Darashaw Limited as the Registrar and Share Transfer Agent of the Company for securities related activities (debt and equity) with effect from June 01, 2016.

XIV. SHARE TRANSFER SYSTEM

Share transfers in physical form can be lodged with the R&T agents of the Company. The transfers are normally processed within 1 5 days from the date of receipt if the documents are complete in all respects. The Stakeholders Relationship Committee is empowered to approve the share transfers.

xvi. Dematerialization of Shares and Liquidity:

The Company's shares are compulsorily traded in dematerialized form on NSE and BSE. Equity shares representing approximately 99.94% of the Company's share capital are dematerialized as on March 31, 2016.

Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's Equity Shares is INE151A01013.

xvii. The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments and hence, as on March 31, 2016, the Company does not have any outstanding GDRs / ADRs / Warrants or convertible instruments.

xviii.The details regarding foreign exchange risks form part of the Management Discussion and Analysis Report.

xix. The Company does not have any Equity Shares in suspense account.

xx. Transfer of unclaimed / unpaid amounts to Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, dividends which remain unclaimed in the unpaid dividend account for a period of seven years from the date of transfer of the same, will be transferred to the Investor Education and Protection Fund established by the Central Government. The Members who have not encashed their dividend warrant(s) so far for the financial year ended 2008­2009 or any subsequent financial years are requested to lodge their claims with TSRDL. According to the provisions of the Act, no claims shall lie against the said Fund or the Company for the amounts of dividend so transferred nor shall any payment be made in respect of such claims.

Plant Locations

In view of the nature of the Company's business viz. telecommunications services and other value added services, the Company operates from various offices in India. The Company has no manufacturing facility.

Registered Office

VSB, Mahatma Gandhi Road,

Fort, Mumbai - 400 001.

Tel: +91 22 6657 8765

Fax: +9122 6725 1962

Email: investor.relations@tatacommunications.com

Website: www.tatacommunications.com

Corporate Office

Plot No. C-21 and C-36, G Block,

Bandra Kurla Complex, Bandra (East)

Mumbai - 400 098.

Tel : +91 22 6657 8765

Fax: +9122 6725 1962

Email: investor.relations@tatacommunications.com

Website : www.tatacommunications.com

Compliance Officer

Mr. Manish Sansi

Company Secretary & General Counsel (India)

Plot No. C-21 and C-36, G Block,Bandra Kurla Complex, Bandra (East)Mumbai - 400 098.

Tel : +91 22 6659 1966 Fax : +91 22 6725 1962 Email : manish.sansi@tatacommunications.com

Fax: +9122 6725 1962 Email: investor@tatacommunications.com  Website : www.tatacommunications.com

Any shareholder complaints/queries may be addressed to:

Registrar and Transfer Agents

TSR Darashaw Ltd.

6-10, Haji Moosa Patrawala Industrial Estate,20, Dr. E. Moses Road, Near Famous Studio,Mahalaxmi, Mumbai - 400 011

Telephone: 91 22 6656 8484Fax: 91 22 6656 8494

Email: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com

Any queries relating to financial statements of the Company may be addressed to:

Corporate Finance

Plot No. C-21 and C-36, G Block,Bandra Kurla Complex, Bandra (East) Mumbai - 400 098.

Tel : +91 22 6657 8765 Fax: +9122 6725 1962

Email: investor@tatacommunications.com Website : www.tatacommunications.