Tata Annual Report 2014-15.Cdr
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Year on Year Performance - Last Ten Years (Rs. in Crores) Particulars 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 2007-08 2006-07 2005-06 Income from 2,836.69 2,649.43 2,608.16 2,470.25 2,248.74 2,069.10 1,941.68 1,707.19 1,406.98 1,095.13 Telecommunication Earnings Before Interest, 646.46 614.30 500.63 548.83 1,146.77* 540.51 593.18 485.55 302.60 124.71 Depreciation, Tax and Amortisation Profit/(Loss) before (615.25) (560.08) (658.77) (517.55) 49.91 (298.00) (158.39) (124.81) (315.39) (492.96) Extraordinary Items and Tax Extraordinary Items - - - - - - - - (5.48) 47.25 Profit/(Loss) after tax (615.25) (560.08) (658.77) (517.55) 49.90 (298.01) (159.60) (125.74) (310.61) (541.06) End of Period Subscribers 11,119 10,578 10,534 14,127 16,852 13,000 7,495 5,079 3,074 1,840 (Nos. in Thousands) * Including Rs.834.93 Crores towards profit on sale of wholly owned tower subsidiary 1 BOARD OF DIRECTORS CONTENTS Mr. Kishor A. Chaukar (Chairman) Notice 2 Mr. Nadir Godrej Prof. Ashok Jhunjhunwala Mr. D. T. Joseph Directors' Report 11 Ms. Hiroo Mirchandani (w.e.f. 09.03.2015) Mr. Govind Sankaranarayanan (w.e.f. 09.03.2015) Corporate Governance Report 44 Mr. Narasimhan Srinath (Managing Director) Mr. Amal Ganguli (Retired w.e.f. 25.09.2014) Mr. S. Ramadorai (Retired w.e.f. 06.10.2014) Management Discussion and Ananlysis Report 57 COMPANY SECRETARY & COMPLIANCE OFFICER Auditors' Report 65 Mr. Kiran Thacker Balance Sheet 68 STATUTORY AUDITORS Statement of Profit & Loss 69 Deloitte Haskins & Sells LLP Chartered Accountants Indiabulls Finance Centre, Tower 3, Cash Flow Statement 70 32nd Floor, Senapati Bapat Marg, Elphinstone (W), Mumbai - 400 013. Notes forming part of the Financial Statements 71 INVESTOR SERVICES Mr. Hiten Koradia Manager – Investor Relations e-mail: [email protected] 44 REGISTRARS & SHARE TRANSFER AGENTS 45 TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Near Famous Studio, Mahalaxmi, Mumbai – 400 011. Tel: 91 22 6656 8484 Fax: 91 22 6656 8494 / 6656 8496 Email: [email protected] Website: www.tsrdarashaw.com REGISTERED OFFICE Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033. Tel: 91 22 6667 1414 Fax: 91 22 6660 5335 Website: www.tatateleservices.com Twentieth Annual General Meeting of Tata Teleservices (Maharashtra) Limited will be held on Tuesday, September 22, 2015 at 1430 hours at "Rangaswar, 4th Floor, Yashwantrao Chavan Pratishthan Mumbai, Gen. Jagannathrao Bhosle Marg, Nariman Point, Mumbai – 400 021 The Annual Report can be accessed at the Company’s website www.tatateleservices.com 2 20th Annual Report 2014-15 NOTICE Notice is hereby given that the Twentieth Annual General applicable provisions, if any, of the Act, Companies Meeting of Tata Teleservices (Maharashtra) Limited (the (Appointment and Qualification of Directors) Rules, “Company”) will be held on Tuesday, September 22, 2015 at 2014, as amended from time to time and Clause 49 of the 1430 hours at “Rangaswar”, 4th Floor, Yashwantrao Chavan Listing Agreement(s) with Stock Exchanges, Ms. Hiroo Pratishthan Mumbai, Gen. Jagannathrao Bhosle Marg, Mirchandani, who has submitted a declaration that she Nariman Point, Mumbai – 400 021 to transact the following meets the criteria for independence as provided in business: Section 149(6) of the Act and Clause 49 of the Listing Agreement and who is eligible for appointment as an ORDINARY BUSINESS: Independent Director, be and is hereby appointed as an Independent Director of the Company, to hold the office 1. To receive, consider and adopt the Audited Financial for a term of five years from March 9, 2015 to March 8, Statements of the Company for the financial year ended 2020.” on March 31, 2015, together with the Reports of the Board of Directors and the Auditors thereon. 5. To consider, review and if thought fit, to pass with or without modification(s), the following resolution as an 2. To appoint a Director in place of Mr. Kishor A. Chaukar Ordinary Resolution: (DIN: 00033830), who retires by rotation and being eligible, offers himself for re-appointment, and who shall “RESOLVED THAT Mr. Govind Sankaranarayanan hold the office upto July 31, 2017. (DIN: 01951880), who was appointed as an Additional Director of the Company by the Board of Directors with 3. To consider, review and if thought fit, to pass, with or effect from March 9, 2015 and who holds office upto the without modification(s), the following resolution as an date of this Annual General Meeting pursuant to Section Ordinary Resolution: 161(1) of the Companies Act, 2013 (the 'Act') and who is “RESOLVED THAT pursuant to the provisions of Section eligible for appointment and has consented to act as 139 of the Companies Act, 2013 (the 'Act'), and other Director of the Company and in respect of whom the applicable provisions, if any, of the Act and the Company has received a notice in writing from a Member Companies (Audit and Accounts) Rules, 2014, as under Section 160 of the Act proposing his candidature amended from time to time, Deloitte Haskins & Sells LLP, for the office of Director, be and is hereby appointed as a Chartered Accountants, having Registration No. Director of the Company, liable to retire by rotation.” 117366W/W-100018, retiring Auditors of the Company, 6. To consider, review and if thought fit, to pass with or be and are hereby re-appointed as Statutory Auditors of without modification(s), if any, the following resolution as the Company from the conclusion of this Annual General a Special Resolution: Meeting until the conclusion of the next Annual General Meeting of the Company on a remuneration as mutually “RESOLVED THAT in supersession of the earlier agreed between the Board of Directors and the Auditors.” resolution passed at the Nineteenth Annual General Meeting of the Company held on September 25, 2014 SPECIAL BUSINESS: and pursuant to the provisions of Section 180(1)(c) and 4. To consider, review and if thought fit, to pass with or other applicable provisions, if any, of the Companies Act, without modification(s), the following resolution as an 2013 (the 'Act') as amended from time to time, consent of Ordinary Resolution: the Members of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the “RESOLVED THAT Ms. Hiroo Mirchandani (DIN: 'Board' which expression shall be deemed to include any 06992518), who was appointed as an Additional Director Committee/s thereof) for borrowing any sum or sums of of the Company by the Board of Directors with effect from money from time to time from any one or more of the March 9, 2015 and who holds office upto the date of this Company's bankers and/or from any one or more other Annual General Meeting pursuant to Section 161(1) of persons, firms, bodies corporate or financial institutions, the Companies Act, 2013 (the 'Act') and who is eligible for whether in India or abroad and by issue of any instrument appointment and has consented to act as a Director of or otherwise as the Board may deem fit, whether the Company and in respect of whom the Company has unsecured or secured by mortgage, charge, received a notice in writing from a Member under Section hypothecation or lien or pledge on the Company's assets, 160 of the Act proposing her candidature for the office of licences and properties, whether immovable or movable Director, be and is hereby appointed as a Director of the or stock-in-trade (including raw materials, stores, spare Company; parts and components in stock or in transit) and work-in- progress and all or any of the undertaking of the RESOLVED FURTHER THAT pursuant to the provisions Company, notwithstanding that the moneys to be of Sections 149, 152 read with Schedule IV and all other borrowed together with moneys already borrowed by the 3 Company (apart from temporary loans obtained from the Trust Deed(s) or other Agreements or any other Company's bankers in the ordinary course of business) document entered into/to be entered into between the will or may exceed the aggregate of the paid-up capital of Company and the lender(s)/investor(s)/agent(s) and/or the Company and its free reserves, so that the total t r u s t e e ( s ) i n r e s p e c t o f t h e s a i d amount upto which the moneys may be borrowed by the loans/borrowings/debentures and containing such Board and outstanding at any time shall not exceed the specific terms and conditions and covenants in respect of sum of Rs. 15000,00,00,000/- (Rupees Fifteen enforcement of security as may be stipulated in that Thousand Crores only); behalf and agreed to between the Board and the lender(s), agent(s) and/or trustee(s); RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers RESOLVED FURTHER THAT the Board be and is herein conferred to any Committee of Directors or the hereby authorized to delegate all or any of the powers Managing Director or any Director or any other Officer(s) herein conferred to any Committee of Directors or the of the Company to give effect to this resolution.” Managing Director or any Director or any other Officer(s) of the Company to give effect to this resolution.” 7.