Dear Shareholders,
The directors are pleased to present the 25th annual report and audited
accounts of Tata Communications Limited (TCL) for the financial year
ended 31 March 2011.
PERFORMANCE
The key financial parameters of your Company during the year under
review are given in table below:
2010-11 2010-11 2009-10 2009-10
(Rs. in
Crores) (USD in (Rs. in
Crores) (USD in
Million)* Million)*
Consolidated income 12185.21 2735.79 11194.22 2513.30
Consolidated EBIDTA 1225.27 275.09 1012.36 227.29
Consolidated profit/(loss)
after exceptional items
and before tax (706.70) (158.67) (681.19) (152.94)
Consolidated Profit/(loss)
after tax (776.90) (174.43) (597.74) (134.20)
Standalone total income 3802.48 853.72 3383.46 759.65
Standalone Profit before tax 154.04 34.58 309.33 69.45
Standalone Profit after tax 162.56 36.50 483.18 108.48
* All conversion from Indian rupees to US Dollars in the above table as
also elsewhere in this report are based on the noon buying rate in New
York City for cable transfers in foreign currencies as certified by the
Federal Reserve Bank of New York for custom purposes which was Rs.
44.54 per USD 1.00 on March 31, 2011.
The consolidated net loss includes Rs. 551.02 Crores (USD 123.71
million) from the Company''s holding in Neotel, South Africa, which is
still in its gestation phase, requiring investments to establish the
required capabilities. Neotel will continue to need support for some
more time before it turns profitable. The consolidated net loss also
includes increases in other non-cash costs viz. depreciation on account
of significant capitalisation done over the past two years. We remain
confident that the Company''s strategy is sound and that the direction
that the Company is taking will be beneficial to the Company and its
stakeholders as we move forward.
Dividend
The directors are pleased to recommend a dividend of Rs.2 (USD 0.04)
per share (Nil dividend previous year) for the financial year ended 31
March 2011. The amount available for appropriation is Rs.2050.44 crores
(USD 460.36 million), out of which the Company has proposed a dividend
of Rs.57 crores (USD 12.80 million), (excluding dividend tax of Rs.9.25
crores (USD 2.08 million)), and also proposes to transfer Rs.12.19
crores (USD 2.74 million) to general reserves and further Rs.560.77
crores (USD 125.90 million) to the debenture redemption reserve,
leaving Rs.1411.24 crores (USD 316.85 million) to be carried forward.
Macro Economic Situation
During the year under review, the global economy recovered slightly
from the crisis of the previous year. However, the weaknesses in
developed markets continued to impact business spending and expansion
plans. Sectors like banking, financial services and manufacturing have
been the hardest hit, and have consequently shown only marginal growth
in demand.
Businesses across the world are still battling to reduce costs, while
looking to create new markets in the emerging economies / new
geographies. The biggest impact of this on your Company''s business is
in the form of severe price pressures and delayed commencement of new
projects from some customers. However, your Company was able to grow
its revenues due to its capabilities in India and other emerging
markets, as well as a focus on value-added managed services.
Segmentation
Being largely a B2B (business-to-business) player, your Company serves
two segments of customers: service providers and enterprise customers.
In the service provider segment, your Company provides an integrated
set of services including wholesale voice, domestic and international
data connectivity, Internet backbone connectivity (also known as IP
transit), value-added roaming services for mobile operators and
carrier-specific business process outsourcing services.
In the enterprise segment, your Company principally offers a
comprehensive suite of connectivity, IT infrastructure and managed
solutions for businesses seeking voice, data and video connectivity
between their distributed offices, within India or globally. These
services are aimed at improving the operational efficiencies of
customers ranging from smaller enterprises to large global
multinational corporations. Your Company is also building
specialization in some industry verticals by offering customized
solutions relevant to that industry. For example, we offer managed ATM
solutions for banks and digital workflow management solutions for media
companies.
INDUSTRY SITUATION AND DEVELOPMENTS
Global Telecom Market
The landscape of the global telecom industry continues to be shaped by
the following major trends:
- Continued growth of mobile penetration, especially in developing
countries;
- Surge in mobile data traffic, enabled by adoption of 3G technology
and increased penetration of smarter end-user devices like smart
phones, tablets etc.;
- Video becoming a growing part of both consumer and business traffic;
- Businesses looking for managed services and turn-key solutions that
help improve their operational efficiency; and
- Growth in traffic, within and to emerging markets / new geographies.
The Wholesale Voice market continues to be a business of scale, with
constant pressure on prices and margins. The share of mobile
communications continues to grow in relation to fixed voice, and there
is an increasing use of Voice over Internet Protocol (VoIP). Alternate
services such as portal-based offerings on the Web are growing in
popularity and usage. The current market dynamics provide both
challenges and opportunities for your Company. The shift from
traditional to pure VoIP players creates margin pressure. However, this
margin pressure is driving operators to look for turn-key and
outsourced solutions, where your Company is well positioned due to the
scale of its business, advanced operations practices and global market
leadership.
The Wholesale Data market is also undergoing rapid changes. The growth
of the Internet on the back of growing global broadband usage,
increasing demand for multimedia services, the success of new
collaboration and communications applications and the continued
increase in the use of the web by both individuals and corporations, is
driving the demand for IP bandwidth. With the growing need for
bandwidth around the world, the demand for submarine cable capacity and
IP Transit services continues to grow. New cable projects have been
announced, or are being constructed, principally connecting the
emerging new markets in Asia, Africa and the Middle East. These cables
are largely being constructed to meet traffic growth rates of 30-40%
per annum and the need for diversity. The associated challenge with new
cable systems being built, is the price pressure it creates on
wholesale data services.
The Mobile Value Added Services market has been aided by the resilience
that the mobile industry has shown to the economic downturn. There is
some concern about revenue growth from mobile voice traffic, especially
in the established markets of Europe and North America. However, with
the increasing penetration of smart devices and the rolling out of
broadband HSPA/3G networks, mobile data is rapidly increasing its
share of overall customer usage and revenue. As operators expand their
broadband networks and subsequently their requirements for core
Internet connectivity, it creates new opportunities for your Company''s
wholesale IP transit and data services. Simultaneously, as mobile
operators focus on cost reduction, there are resulting opportunities
for Value Added Services such as ''steering of roaming'' and ''roaming
hubbing''.
Indian Telecom Market
Over the last decade the Indian telecom industry has changed
significantly, with all major segments being opened to competition.
There are several new entrants in areas that the Company operates in,
resulting in increasing competition from both domestic operators and
large international companies with a direct presence in the country.
The number of active players in our key service areas is shown below:
ILD (voice) 08
NLD (voice) 16
Domestic Data 12
International Data 13
Data Centre 09
The Indian telecom market grew to Rs.177719 crore (USD 40 billion) in
2011, with the addressable market for Tata Communications being Rs.
52939 crores (USD 11.90 billion). The major factors driving growth in
the Indian market are increased penetration of mobile services, growth
in consumer broadband services and increased adoption of network
services by Indian businesses.
REGULATORY DEVELOPMENTS
The past year witnessed significant regulatory developments in India,
such as the introduction of Mobile Number Portability (MNP) and license
amendments requiring the government''s prior approval for telecom
equipment purchases by licensees.
Through a license amendment dated 3 December 2009, the Department of
Telecommunications (DoT) had made it mandatory for all telecom service
providers to obtain security clearances before placing purchase orders
for procuring telecom equipment/ software from manufacturers who are
not Indian owned/controlled. The associated time-consuming procedures
caused the Company to face significant delays in fulfilling customer
orders and in expanding its network infrastructure in India, which
adversely impacted the Company''s revenues. On 31 May 2011, the DoT
issued an amendment to the licensing conditions, doing away with the
requirement of obtaining security clearance before placing purchase
orders for telecom equipment. Network security has now been made the
responsibility of the service providers, for which the DoT has
prescribed the requisite measures; the Company is taking all the steps
outlined.
The regulatory scenario in other geographies across the world, where
your Company operates through its subsidiaries, did not see any major
policy changes impacting the Company''s business.
COMPANY STRATEGY AND DIRECTION
Strategy Overview
Your Company continues to develop and execute its strategy to be a
global provider of communication solutions, predominantly targeting
business customers. Your Company''s strategy continues to be focused on
creating a portfolio of communication and IT infrastructure services to
leverage the trends shaping our chosen business segments. The key
trends that we aim to address are:
- The growth of emerging new market economies, with an emphasis on
India, Asia, the Middle East and Africa;
- The growth of IP and cloud-based communication and IT solutions; and
- The shift towards managed services, which allows our client
businesses to focus on their core competencies.
Your Company has been investing in the underlying infrastructure to
support the growing role of the Internet in the lives of consumers and
businesses, the increased penetration of more powerful end-user devices
such as smart-phones, tablets etc., and a more globally connected and
collaborative business environment. This infrastructure includes long
distance networks, metro networks, international submarine cables, data
centres and virtual private network nodes.
REVIEW OF OPERATIONS
Geographical presence
Your Company continues to grow its business in both India and globally.
The revenue distribution between India and the rest of the world was
26% and 74% respectively in 2010-2011.
Segment and Product Distribution
Your Company maintains a healthy blend of revenues across its various
products and segments. Some of the key facts in 2010-2011, reflecting
the resilience in the revenue portfolio are:
- Mix (for data services) - Service Providers 52%, Enterprises 48%
- Overall revenues: Voice 55%, Data 40%, Neotel 5%
Highlights of Segment Operations
Global Voice
- During the year, Tata Communications'' international long distance
voice traffic grew 25%, from ~3200 crore minutes in 2009-10 to ~4000
crore minutes in 2010-11. National long distance voice traffic in India
grew marginally to ~1000 crore minutes in 2010-11. However, gross
margins from voice declined 23% to US Cents 0.46 per minute, from US
Cents 0.60 per minute a year earlier.
Global Data
- Tata Communications'' data portfolio continued to expand during
2010-11, and the launch of cloud computing solutions in India and Asia
marked an entry into a fast-growing market segment. Revenues from this
business segment were well-balanced between India (43%) and the rest of
the world (57%); and between service providers (52%) and enterprises
(48%). The Company''s strategy of expanding into managed services is
beginning to show results, with managed services contributing 21% to
the global data services segment.
Customer Satisfaction
- In the highly competitive Indian and global telecom markets, one of
the biggest sources of sustainable advantage is superior customer
experience. Tata Communications has made steady progress in this area,
with the Company''s customer satisfaction ratings in 2010-11 standing at
the 87th percentile of the global peer set. The Company is making
ongoing investments in improving systems and processes as well as in
strengthening people training and a customer- centric culture.
HUMAN RESOURCES
The different corporate entities that are part of Tata Communications
together employed 7510 people as on 31 March 2011 (6457 on 31 March
2010). Of these, 2260 (1182 in the previous year) were located outside
India. With people of about 40 nationalities on the rolls, the
workforce profile is diverse and multicultural.
The Company seeks to hire, train and retain the best talent available
globally to enable efficient and effective performance in a competitive
marketplace. At Tata Communications, employees are encouraged to live
the vision and values adopted by the Company.
Your Company has recognised the need to become more flexible in the
management of its human capital, so as to be able to draw heavily on
the skills of its global workforce. The compensation and employee
benefit practices of Tata Communications are designed to be competitive
in the respective geographies where we operate. Employee relations
continued to be harmonious at all our locations, through continuous
dialogue and openness.
AWARDS AND RECOGNITION
The Company''s transformational initiatives are being recognised in
India and abroad. During the year, the Company earned several
prestigious recognitions, including:
- ''Top international long distance operator'' award from Voice & Data
magazine in India, consecutively for the 9th successive year since 2001
(India);
- ''Best global wholesale offering'' award from Capacity magazine, a
global publication for
telecommunications carriers and service providers;
- ''Telepresence managed service provider of the year'' at the European
CEO 2010 Awards;
- ''Service provider of the year'' in enterprise data services and hosted
contact centre services at the Frost & Sullivan 2011 India IT & Telecom
Excellence Awards;
- ''Best service provider of the year, APAC''; and ''best ethernet
wholesale service, APAC'' at the 2010 MEF Awards;
- ''APAC service provider of the year 2011 (ethernet and telepresence)''
at the Cisco Partner Summit 2011; and
- ''Best long distance operator (India)'' at the Tele.net Telecom
Operator Awards 2011.
CONTINUOUS IMPROVEMENT
In order to be able to respond quickly to customers, your Company
continues with various initiatives to compete effectively, and to
improve organisational flexibility and efficiency.
Business Excellence
Your Company has developed and deployed a Continuous Improvement
methodology (QUICK), designed in partnership with Tata Quality
Management Services, to serve as a model for continuous improvement.
Your Company continues to transform itself in tandem with market and
regulatory changes, using the framework of the Tata Business Excellence
Model (TBEM), which covers areas like leadership, strategy, customer
and market focus, knowledge management, human resources, process
management, customer service and social responsibility.
Your Company has received TL 9000 certification for three years,
commencing 31 March 2010, for the India region. Nine out of thirteen
key office premises across India have received ISO 14001 certification
for environment management and we are pursuing certification for the
remaining four office premises. Our Global Managed Services Operations
Centre (MSOC) at Chennai, all eleven data centres in India and six data
centres at international locations have received ISO 20000 and ISO
27001 certifications.
Compliance with SOX
Pursuant to its listing on the New York Stock Exchange, Tata
Communications has been complying with section 404 of the Sarbanes
Oxley Act, 2002 (SOX). SOX sets forth requirements for internal control
over financial reporting and its documentation. For the current fiscal
year, in addition to the management''s own assessment of the
effectiveness of such internal control, the Company''s external auditors
are also required to issue an opinion on whether effective internal
control over financial reporting was maintained in respect of all
material aspects by the management.
Enterprise Risk Management
Your Company has established an enterprise-wide risk management (ERM)
framework to optimise the identification and management of risks
globally, as well as to comply with clause 49 of the listing agreement
with Indian stock exchanges. In line with your Company''s commitment to
delivering sustainable value, this framework aims to provide an
integrated and organised approach for evaluating and managing risks.
Risk-based Internal Audit
The risk assessments performed under the ERM exercise are a key input
for the annual internal audit programme, which covers the Company''s
various businesses and functions. This approach provides adequate
assurance to the management that the right areas are covered under the
audit plan.
PENDING MATTERS OF SIGNIFICANCE
Premature Termination of Monopoly and Compensation
As reported earlier, the Government of India (GoI) had allowed other
players into the international long distance (ILD) business from 1
April 2002, terminating the Company''s exclusivity two years ahead of
schedule. The GoI gave the Company a compensation package vide
communication dated 7 September 2000; wherein, the GOI also gave an
assurance that it would consider additional compensation, if found
necessary, on a detailed review when undertaken. However, vide its
letter dated 18 January, 2002, issued just before the disinvestment of
the Company, the GoI issued a further dispensation and unilaterally
declared that the conditions stated in its said letter of 18 January,
2002 were to be treated as full and final settlement of every sort of
claim against the premature ILD de-monopolisation. The Company filed a
claim in the Bombay High Court in 2005. The Bombay High Court, on 7
July 2010, ruled that it did not have the jurisdiction to entertain
this suit, in view of the provisions of the Telecom Regulatory
Authority of India Act, 1997. Since the Company holds a different
opinion, it has preferred an appeal before a division bench of the
Bombay High Court on various grounds including:
- That the monopoly granted to the plaintiff was distinct from the
license, and that the award of compensation was in the nature of a
breach of promise from the Government, acting as a policy maker and not
as a licensor under the Indian Telegraph Act.
- That the dispute did not relate to the provision of telecommunication
services as envisioned under the TRAI Act.
- That the plaintiff''s suit was not under, pursuant to and consequent
upon the license granted to the plaintiff in 1999.
The appeal has been admitted by the Bombay High Court.
Surplus Land
Under the terms of the share purchase and shareholders'' agreements
(SHA) signed between the GoI and the strategic partner (the parties) at
the time of disinvestment, it was agreed that certain identified lands
would be demerged into a separate company. It was further provided
that if, for any reason, the Company cannot hive off or demerge the
land into a separate entity, alternative courses that were also
stipulated in the SHA would be explored. A draft scheme of demerger was
presented to the board in April 2005, which was forwarded to the GoI
with the Board''s observations. The parties are examining the legality
and feasibility of implementing the scheme. The land identified for
demerger at different locations measured 773.13 acres, and carried a
book value of Rs.0.164 crores (USD 0.04 million). As reported earlier,
the VSNL Employees Cooperative Housing Society, Chennai (society) had
moved the Hon''ble Delhi High Court in respect of their long pending
issue of the transfer of 32.5 acres of land situated at Padianallur,
Chennai, which was part of the identified surplus land. According to
the order of the Hon''ble High Court and as per the advice of the GoI,
the process of transferring the said land to the Society was completed
in July 2009. The strategic partner has written to the GoI to exclude
the 32.5 acres of land so transferred to the society, from the 773.13
acres mentioned in the SHA as the land identified to be demerged. The
current balance of surplus land is 740.63 acres having a book value of
Rs.0.163 crores (USD 0.04 million).
STATUTORY INFORMATION AND DISCLOSURES
Fixed Deposits
The Company has not accepted nor does it hold any public deposits.
Non-convertible Debentures (NCDs)
The Company has Rs.1950 crores (USD 437.81 million) of outstanding
NCDs. The trust deeds for the debentures issued by the Company will be
available for the inspection by the members at the Company''s registered
office during normal working hours, 21 days before the date of the
25THAnnual General Meeting.
During the year, the Company borrowed for its short term requirements.
The Company issued short term unsecured debentures amounting to Rs.811
crores (USD 182.08 million) in 2010-11. These unsecured debentures were
redeemed during 2010-11. All debentures issued by the Company were
rated ''P1 ''.
Particulars of Employees
The provisions of Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, require the
Company to provide certain details about the employees who were in
receipt of remuneration of not less than Rs.0.60 crores (USD 0.13
million) during the year ended 31 March 2011 or not less than Rs.0.05
crores (USD 0.01 million) per month, during any part of the said year.
The Company had 38 such employees employed during the year ended 31
March 2011. According to the provisions of section 219(1)(b)(iv) of the
Companies Act, 1956, the Directors'' Report being sent to the
shareholders does not include this annexure. The Annexure regarding
the Particulars of Employees under section 217(2A) of the Companies
Act, 1956 will be available for inspection by any member at the
registered office of the Company during working hours, for 21 days
before the date of the AGM.
R & D, Technology Absorption and Foreign Exchange Earnings
The Company has invested in developing new products and services
adopting latest technologies such as content delivery network (CDN),
cloud computing, telepresence and Wimax.
There are no particulars to be disclosed pertaining to the year under
review, in respect of expenditure on Research & Development (R&D) and
technology absorption as required under Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988. For
the purpose of Form ''C'' under the said rules, foreign exchange earnings
were equivalent to Rs.885.26 crores (USD 198.76 million) and foreign
exchange outgo was equivalent to Rs.483.38 crores (USD 108.53 million).
Auditors'' Report
There are no qualifications in the report of the statutory auditors for
the year 2010-11.
Subsidiaries
The statement pursuant to section 212 of the Companies Act, 1956
containing details of the Company''s subsidiaries, is attached. The
consolidated financial statements of the Company and its subsidiaries,
prepared in accordance with accounting standard 21 (AS 21) prescribed
by the Institute of Chartered Accountants of India, form part of the
annual report and accounts.
The accounts statements of the subsidiaries will be provided on request
to any shareholder wishing to have a copy, on receipt of such request
by the deputy company secretary at the Company''s registered office.
These documents will also be available for inspection by any
shareholder at the Company''s registered office and will be available on
the Company''s website.
The Board of Directors
The board of directors of the Company at present consists of
11directors. Mr. Vinod Kumar, who was a non-executive director on the
Board was appointed as the Managing Director and Group CEO w.e.f. 1
February 2011 subject to approval of shareholders and the Central
Government as may be necessary. He replaced Mr. N. Srinath and Mr.
Srinath continues to be a Director on the Board of Tata Communications
Ltd and some of its subsidiary/associate companies. Mr. H.P. Mishra,
who was nominated by the Government of India as a permanent
(non-retiring) director, has ceased to be a director on the board of
Tata Communications Limited with effect from w.e.f 1 April 2010. Mr.
Manish Sinha, Dy. Director General (LF), Department of
Telecommunications, was appointed in place of Mr. H.P. Mishra on the
board of the Company. Mr. Manish Sinha ceased to be a director on the
board of Tata Communications Limited w.e.f from 15 September 2010;
effective the same date, Mr.Shabhaz Ali, Dy. Director General (TRF &
Accounts), Department of Telecommunications, was appointed as
government nominee director on the board of the Company.
Mr. PV Kalyanasundaram and Dr. V.R.S Sampath independent directors
ceased to be a director w.e.f 20 May2011 and 2 June 2011 respectively.
Mr. AK Srivastava, then Deputy Director General (AS) and Mr.Shahbaz
Ali, Deputy Director General (TPF & Accounts) ceased to be directors
w.e.f. 9 August 2011. On the recommendation of the government, the
board has appointed Mr. Uday B. Desai as an additional director
(independent) w.e.f. 6 June 2011. W.e.f 9 August 2011, Mr. AK Mittal,
Senior Deputy Director General (AS), DoT and Mr.Saurabh Tiwari, Deputy
Director General (LF.II), DoT nominated by the Government of India were
appointed as additional directors. Mr. Uday B. Desai, Mr. AK Mittal and
Mr. Saurabh Tiwari hold office till the ensuing annual general meeting.
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Mr. Arun Gandhi, Mr.Subodh Bhargava
and Mr. Kishor Chaukar retire by rotation at the ensuing annual general
meeting and being eligible, offer themselves for reappointment.
None of the Company''s directors is disqualified from being appointed as
a director as specified in Section 274 of the Companies Act, 1956 as
amended by the Companies (Amendment) Act, 2000. For details about the
directors, please refer to point 2 of the Report on Corporate
Governance.
Corporate Governance
Pursuant to Clause 49 of the listing agreement with the stock
exchanges, the Management Discussion and Analysis, Corporate Governance
Report and Auditors'' Certificate regarding compliance with conditions
of corporate governance form part of the directors'' report.
Looking Ahead
In the coming years, your Company will continue to focus on its
strategy of providing communication solutions and IT infrastructure
services to service providers and enterprise customers, in India and
globally, with a focus on developing differentiated capabilities in
emerging new markets. It is expected that the demand for the Company''s
services will remain strong, but we will continue to face increased
competition and pressure on pricing and margins.
Your Company will have to manage a two-pronged strategy of driving
revenue growth from new markets and services, while continuing to
improve the cost structure of its operations. It is expected that your
Company will show improving financial performance, based on the
strength of demand for communication services in our globally connected
world and based on the ability to leverage the sound investments made
over the past several years.
ACKNOWLEDGMENTS
The directors would like to express their thanks to all our valued
customers, vendors and other business associates around the world for
their support and confidence in the Company and its services. The
directors also recognise, commend and thank all the employees globally
for their dedication and commitment. The directors appreciate the
support of various ministries and departments of the Government of
India, including the Department of Telecommunications and the
Information & Broadcasting Ministry as well as the governments and
regulators of the various countries in which Tata Communications
operates. The directors are also grateful to the Company''s other
stakeholders and partners including its shareholders, promoters
(strategic partner and GoI), bankers and solicitors for their continued
support.
On behalf of the Board of Directors
Subodh Bhargava
Dated: 30 August, 2011 Chairman
Registered Office:
VSB, MG Road, Fort,
Mumbai – 400001.
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