FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2011
Commission File Number 001-15118
TATA COMMUNICATIONS LIMITED
(Translation of registrant’s name into English)
VSB, Mahatma Gandhi Road, Mumbai 400 001, India
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b): 82 - .
Registrant hereby incorporates in the report on Form 6-K the following Exhibit:
| Exhibit Number |
Description of Exhibit | |
| 1. | Letter dated May 27, 2011, captioned “Press Release - COMPANY STATEMENT”. | |
Forward-Looking Statements
All words and statements other than statements of historical fact included in this Form 6-K (including the attached exhibit), including, without limitation, “expect”, “believe”, “plan”, “intend”, “estimate”, “anticipate”, “may”, “will”, “would” and “could” or similar words and statements concerning the registrant and its prospects, and other statements relating to the registrant’s expected financial position, business strategy, the future development of the registrant’s operations and the general economy in India, are forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the registrant, or industry results, to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the registrant’s present and future business strategies and the environment in which the registrant will operate in the future. The important factors that could cause actual results, performance or achievements to differ materially from such forward-looking statements include, among others, changes in government policies or regulations of India and, in particular, changes relating to the administration of the registrant’s industry, and changes in general economic, business and credit conditions in India. Additional factors that could cause actual results, performance or achievements to differ materially from such forward-looking statements, many of which are not in the registrant’s control, include, but are not limited to, those risk factors discussed in the registrant’s various filings with the Securities and Exchange Commission, including its annual report on Form 20-F filed on September 30, 2010, as amended on November 09, 2010. These forward-looking statements speak only as of the date of this Form 6-K. The registrant expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the registrant’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TATA COMMUNICATIONS LIMITED | ||||
| By: | /s/ Sanjay Baweja | |||
| Name: | Sanjay Baweja | |||
| May 30, 2011 | Title: | Chief Financial Officer | ||
Exhibit 1
HQ/CS/CL.24B/14549
27 May 2011
Sir,
Sub: Press Release - COMPANY STATEMENT.
Please find attached herewith a copy of the press release on the captioned subject being issued today.
Thanking you,
| Yours faithfully, |
| For Tata Communications Limited |
| /s/ Satish Ranade |
| Satish Ranade |
| Company Secretary & Chief Legal Officer |
To:
| 1) | Security Code 23624, The Stock Exchange, Mumbai. Fax No.(22) 22722037,39,41 |
| 2) | Security Code 5251, The Asst. Manager (Listing), National Stock Exchange of India Limited. Fax Nos.: (22) 66418125/26. |
| 3) | National Securities Depository Ltd. Fax Nos. : 2497 29 93. |
| 4) | The Bank of New York. Fax No.2204 49 42. |
| 5) | Sharepro Services. Fax No. 2837 5646 |
| 6) | Marc H. Iyeki, Director, New York Stock Exchange, Fax No: (212) 656-5071 /72 / Managing Director, New York Stock Exchange, Fax No: (212) 265-2016 |
| 7) | Central Depository Services (India) Limited. Fax : 2267 3199. |
| 8) | Mr. R. Gangadharan for SEC information requirements. |
Tata Communications Limited
Plot C 21 & C 36 ‘G’ Block Bandra Kurla Complex, Mumbai 400 098 India
Regd. Office : VSB Mahatma Gandhi Road Fort Mumbai – 400 001 India
Tel 91 22 6657 8765 Fax 91 22 6725 1962 website www.tatacommunications.com
| Media Contacts: | ||
| Ravindran Subramanian Tata Communications + 91 9223306610 ravindran.s@tatacommunications.com |
Pushpendra Dhansoia Vaishnavi Corporate Communications +919987274023 pushpendra.dhansoia@vccpl.com |
COMPANY STATEMENT
Mumbai, May 27, 2011 Certain media reports regarding the resignation of an Independent Director from the Board of Tata Communications Limited have included incomplete information and misleading allusions in an attempt to create confusion. The facts are stated below:
The Shareholder’s Agreement signed at the time of the disinvestment of VSNL in 2002 between the Government of India and Panatone Finvest Ltd. (Strategic Partner) as also the Articles of Association of Tata Communications Ltd. include clauses regarding Board composition. The Government has the right to nominate four Directors, comprising two non-executive Directors and two Independent Directors. Exercising this right, the GoI nominated Mr. P V Kalyanasundaram and Dr. V R S Sampath as Independent Directors on the Board of Tata Communications Ltd. in September 2005. This followed the resignation of the Government nominated Independent Directors, Dr. Ashok Jhunjhunwala and Mr. Vivek Singhal who were appointed in 2002.
On 7 April 2011, Tata Communications received letters from the DoT informing that the Government had withdrawn its nomination of Mr. Kalyanasundaram and Dr. Sampath as Independent Directors and sought to replace them with other nominees. On 25 April 2011, the company received a special notice under section 284 of the Companies Act from the Government proposing resolutions to be placed before the shareholders at a general meeting for removal of Mr. Kalyanasundaram and Dr. Sampath from the Board of Tata Communications Ltd. While the company was processing the letter dt. 25 April 2011, Mr.Kalayanasundaram tendered his resignation on May 20, 2011 which was informed to the Stock Exchanges on the following date. The resignation of Dr. Sampath has not been received by the company /Board till now.
The Company is not aware of the political affiliations of its Directors, if any. In this particular case, neither the GoI nor the concerned Independent Directors have made any disclosure regarding their political affiliations. The appointment of Mr. Kalyanasundaram and Dr. Sampath to the Tata Communications Board followed their nomination by the Government of India and their election at the AGMs.
About Tata Communications
Tata Communications is a leading global provider of a new world of communications. With a leadership position in emerging markets, Tata Communications leverages its advanced solutions capabilities and domain expertise across its global and pan-India network to deliver managed solutions to multi-national enterprises, service providers and Indian consumers.
The Tata Global Network includes one of the most advanced and largest submarine cable networks, a Tier-1 IP network, with connectivity to more than 200 countries across 400 PoPs, and nearly 1 million square feet of data center and collocation space worldwide.
Tata Communications’ depth and breadth of reach in emerging markets includes leadership in Indian enterprise data services, leadership in global international voice, and strategic investments in operators in South Africa (Neotel), Sri Lanka (Tata Communications Lanka Limited), Nepal (United Telecom Limited).
Tata Communications Limited is listed on the Bombay Stock Exchange and the National Stock Exchange of India and its ADRs are listed on the New York Stock Exchange. (NYSE: TCL) www.tatacommunications.com
Forward-looking and cautionary statements
Certain words and statements in this release concerning Tata Communications and its prospects, and other statements, including those relating to Tata Communications’ expected financial position, business strategy, the future development of Tata Communications’ operations, and the general economy in India, are forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors, including financial, regulatory and environmental, as well as those relating to industry growth and trend projections, which may cause actual results, performance or achievements of Tata Communications, or industry results, to differ materially from those expressed or implied by such forward-looking statements. The important factors that could cause actual results, performance or achievements to differ materially from such forward-looking statements include, among others, failure to increase the volume of traffic on Tata Communications’ network; failure to develop new products and services that meet customer demands and generate acceptable margins; failure to successfully complete commercial testing of new technology and information systems to support new products and services, including voice transmission services; failure to stabilize or reduce the rate of price compression on certain of the company’s communications services; failure to integrate strategic acquisitions and changes in government policies or regulations of India and, in particular, changes relating to the administration of Tata Communications’ industry; and, in general, the economic, business and credit conditions in India. Additional factors that could cause actual results, performance or achievements to differ materially from such forward-looking statements, many of which are not in Tata Communications’ control, include, but are not limited to, those risk factors discussed in Tata Communications’ various filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. Tata Communications is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements
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