As filed with the Securities and Exchange Commission on October 14, 2011 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, 2011 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 10 per share** Securities registered pursuant to Section 12(g) of the Act: None (Title of class) 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. TABLE OF CONTENTS Page CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS 1 EXCHANGE RATES 1 FORWARD-LOOKING STATEMENTS 1 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 3 RISK FACTORS 5 ITEM 4. INFORMATION ON THE COMPANY 16 ITEM 4A. UNRESOLVED STAFF COMMENTS 33 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 33 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 61 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 73 ITEM 8. FINANCIAL INFORMATION 74 ITEM 9. THE OFFER AND LISTING 79 ITEM 10. ADDITIONAL INFORMATION 80 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 100 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 101 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 102 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 102 ITEM 15. CONTROLS AND PROCEDURES 102 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 103 ITEM 16B. CODE OF ETHICS 103 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 104 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 105 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 105 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 105 ITEM 16G. CORPORATE GOVERNANCE 105 PART III ITEM 17. FINANCIAL STATEMENTS 108 ITEM 18. FINANCIAL STATEMENTS 108 ITEM 19. EXHIBITS 109 SIGNATURES 109 GLOSSARY 110 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. References to “$” or “Dollars” or “US Dollars” are to the legal currency of the United States and references to “ ” 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 Limited 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 the Federal Reserve Bank of New York for custom purposes which was 44.54 per $1.00 on March 31, 2011. 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—Exchange Rates.” FORWARD-LOOKING STATEMENTS (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 is based on our management’s current expectations, assumptions, estimates and projections about our Company and our industry and information currently available to us. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “objectives”, “outlook”, “probably”, “project”, “will”, “seek”, “target” and similar terms and phrases and reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those described in this document. These forward-looking statements include, among others, statements concerning: • our communications and information services business, its advantages and our strategy for continuing to pursue our business; • anticipated development and the launch of new services in our business; • anticipated dates on which we will begin providing certain services or reach specific milestones in the development and implementation of our business strategy; • growth and recovery of the communications and information services industry; • expectations as to our future revenue, margins, expenses and capital requirements; and • other statements of expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.