® ℠ Morningstar Document Research FORM 20-F TATA COMMUNICATIONS LTD - TCL Filed: September 30, 2010 (period: March 31, 2010) Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Table of Contents As filed with the Securities and Exchange Commission on September 30, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) � Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 ⌧ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2010 � Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from to � Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-15118 TATA COMMUNICATIONS LIMITED (FORMERLY KNOWN AS VIDESH SANCHAR NIGAM LIMITED) (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) The Republic of India (Jurisdiction of incorporation or organization) Sanjay Baweja Tel No: +91-22-6657 8765 Facsimile: +91-22-6725 9029 Address: 6th floor, B Tower, Plots C21& C36, ‘G’ Block, Bandra Kurla Complex, Mumbai-400 098, INDIA (Name, telephone, facsimile number and address of company contact person) VSB, Mahatma Gandhi Road, Fort, Mumbai—400001, INDIA (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares* New York Stock Exchange Equity Shares, par value Rs. 10 per share** Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Source: TATA COMMUNICATIONS LTD, 20-F, September 30, 2010 Powered by Morningstar® Document Research℠ Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report: 285,000,000 Equity Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes � No ⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes � No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No � Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes � No � Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer � Accelerated filer ⌧ Non-accelerated filer � Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing US GAAP ⌧ International Financial Reporting Standards as issued Other � by the International Accounting Standards Board � Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 � Item 18 ⌧ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No ⌧ * American Depositary Shares evidenced by American Depositary Receipts. Each American Depositary Share represents two Shares. ** Not for trading, but only in connection with the listing of American Depositary Shares pursuant to the requirements of the New York Stock Exchange. Source: TATA COMMUNICATIONS LTD, 20-F, September 30, 2010 Powered by Morningstar® Document Research℠ Table of Contents TABLE OF CONTENTS Page CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS 1 FORWARD-LOOKING STATEMENTS PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 16 ITEM 4 A. UNRESOLVED STAFF COMMENTS 33 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 34 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 58 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 65 ITEM 8. FINANCIAL INFORMATION 67 ITEM 9. THE OFFER AND LISTING 71 ITEM 10. ADDITIONAL INFORMATION 72 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 91 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 92 PART II 93 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 93 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 93 ITEM 15. CONTROLS AND PROCEDURES 93 ITEM 16. RESERVED 94 ITEM 16 A. AUDIT COMMITTEE FINANCIAL EXPERT 94 ITEM 16 B. CODE OF ETHICS 94 ITEM 16 C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 94 ITEM 16 D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 95 ITEM 16 E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 95 ITEM 16 F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 95 ITEM 16 G. CORPORATE GOVERNANCE 95 PART III 98 ITEM 17. FINANCIAL STATEMENTS 98 ITEM 18. FINANCIAL STATEMENTS 98 ITEM 19. EXHIBITS 99 SIGNATURES 101 GLOSSARY 102 Explanatory Note Regarding the Omission from this Annual Report of Certain Financial Statements Required by Rule 3-09 of Regulation S-X In Fiscal 2010, Neotel has met the criteria as per the definition set forth in Rule 1-02(w) of Regulation S-X, and so, pursuant to Rule 3-09 of Regulation S-X, the Company is required to include separate audited financial statements of Neotel Pty Ltd. as of and for the fiscal year ended March 31, 2010 (Neotel Financial Statements) in this 20-F. The Neotel Financial Statements will be filed as an amendment to this 20-F as soon as it is available. Source: TATA COMMUNICATIONS LTD, 20-F, September 30, 2010 Powered by Morningstar® Document Research℠ Table of Contents CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS In this Form 20-F, references to “U.S.” or the “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. Reference to “$” or “Dollars” or “US Dollars” are to the legal currency of the United States and references to “Rs.” or “Rupees” or “Indian Rupees” are to the legal currency of India. Our financial statements are presented in Indian Rupees and are prepared in accordance with United States generally accepted accounting principles or US GAAP. In this Form 20-F, any discrepancies in any table between totals and the sums of the amounts listed are due to rounding. For the convenience of the reader, this Form 20-F contains translations of certain Indian Rupee amounts into US Dollars, which should not be construed as a representation that such Indian Rupee or US Dollar amounts referred to herein could have been, or could be, converted to US Dollars or Indian Rupees, as the case may be, at any particular rate, the rates stated, or at all. References to “Indian GAAP” are to Indian generally accepted accounting principles. References to a particular “fiscal” year are to the Company’s fiscal year ended March 31 of such year. References to years not specified as being fiscal years are to calendar years. Unless the context otherwise requires, references herein to “we,” “us,” “our,” “the Company”, “our Company” and “Tata Communications” are to Tata Communications Limited and its subsidiaries, unless it is clear from the context or expressly stated that these references are only to Tata Communications Limited. Teleglobe and the Teleglobe logos are registered trademarks of Tata Communications (Bermuda) Limited in the United States and/or other countries. All rights are reserved. Tata and Tata Communications are registered trademarks of Tata Sons Limited used under license by Tata Communications Ltd. and its subsidiaries worldwide. This Form 20-F refers to trade names and trademarks of other companies. The mention of these trade names and trademarks in this Form 20-F is made with due recognition of the rights of these companies and without any intent to misappropriate those names or marks. All other trade names and trademarks appearing in this Form 20-F are the property of their respective owners. EXCHANGE RATES All conversion from Indian rupees to US Dollars are based on the noon buying rate in New York City for cable transfers in foreign currencies as certified by Federal Reserve Bank of New York for custom purposes which was Rs. 44.95 per $1.00 on March 31, 2010. Unless otherwise specified herein, financial information has been converted into US Dollars at this rate. For more information regarding rates of exchange between Indian Rupees and US Dollars, see “Item 3. Key Information—Selected Financial Data—Exchange Rates.” CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS (CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995) This Form 20-F contains “forward-looking statements” (as the phrase is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and information that are based on our management’s current expectations, assumptions, estimates and projections about our Company and our industry and information currently available to us.