Edgar Filing: TATA COMMUNICATIONS LTD

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 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.		Un-audited Financial Results (Provisional, according to Indian GAAP) for the period ended 30 September, 2011.

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 October 14, 2011. 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
November 9, 2011	Title:	Chief Financial Officer

Exhibit 1

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HQ/CS/CL.24B/14678

9 November 2011

Sir,

Sub : Un-audited Financial Results for the period ended 30 September 2011.

Pursuant to Clause 41 of the Equity Listing Agreement with Indian Stock Exchanges, please find sent herewith Un-audited Financial Results (Provisional, according to Indian GAAP) for the period ended 30 September 2011, which has been approved by the Board of Directors in their meeting, held on 9 November 2011 (Attachment “A”).

Pursuant to Clause 6 of the Listing Agreement for Debt Securities, please also find sent herewith the required information (Attachment “B”) counter signed by trustees.

Thanking you,

Yours faithfully,

For Tata Communications Limited

Rishabh Aditya

Dy. Company Secretary & VP

To:

1)	Security Code 500483, The Stock Exchange, Mumbai. Fax No.(22) 2272 2037, 39, 41

2)	Security Code TATACOMM, The Asst. Manager (Listing), National Stock Exchange of India Limited. Fax Nos.: (22) 2659 8237, 238, 347, 348

3)	National Securities Depository Ltd. Fax Nos. : 2497 2993.

4)	The Bank of New York. Fax No. 2204 4942.

5)	Sharepro Services (India) Pvt. Ltd. Fax No. 2837 5646

6)	Marc H. Iyeki, Director, New York Stock Exchange, Fax No: (212) 656-5071, 72

7)	Central Depository Services (India) Limited. Fax : 2267 3199.

8)	Mr. R. Gangadharan for SEC information requirements.

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Tata Communications Limited

Plot C 21 & C 36 ‘G’ Block BandraKurlaComplex, Mumbai 400098 India

Regd. Office : VSB Mahatma Gandhi Road Fort Mumbai – 400 001 India

Tel 91 22 6657 8765 Fax 91 22 6639 5162 website www.tatacommunications.com

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TATA COMMUNICATIONS LIMITED

REGD. OFFICE: VSB, M.G. ROAD, FORT, MUMBAI-400001.

A. UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2011


	( in Lakhs)
	Particulars	Stand alone
		For the quarter ended September 30,					For the half year ended September 30,					For the year ended March 31,
		2011		2010			2011		2010			2011
		(unaudited)		(unaudited)			(unaudited)		(unaudited)			(audited)
1	Revenues from Telecommunication and other Services		102661		87243			197190		176973			361177


2	Expenditure

	a. Network Costs		41638		37286			81298		74800			154836
	b. Operating and Other Expenses		17264		15327			33731		32722			68693
	c. Salaries and Related Costs		14209		12822			29311		25963			52046
	d. Depreciation and Amortisation		17092		16434			33366		32502			65965


	e. Total Expenditure (2a to 2d)		90203		81869			177706		165987			341540


3	Profit / (Loss) from Operations before Other Income, Interest and Exceptional Items (1 - 2)		12458		5374			19484		10986			19637

4	Other Income (net)		1944		1396			5835		4162			16217


5	Profit / (Loss) before Interest and Exceptional Items (3 + 4)		14402		6770			25319		15148			35854


6	Interest Cost (net)		4643		4656			9238		9004			18339


7	Profit / (Loss) after Interest but before Exceptional Items (5 - 6)		9759		2114			16081		6144			17515

8	Exceptional Items:
	Expense / (Income)

	a. Fixed Assets Written off		—		—			—		—			2515

	b. Interest on Income Tax Refund		—		—			—		—			(404	)


9	Profit / (Loss) from Ordinary Activities before Tax (7 - 8) (Refer note 3)		9759		2114			16081		6144			15404


10	Tax Expense		3571		(190	)		5715		(2739	)		(852	)


11	Net Profit / (Loss) from Ordinary Activities after Tax (9 - 10)		6188		2304			10366		8883			16256

12	Extraordinary Items (net of Tax Expense)		—		—			—		—			—

13	Net Profit / (Loss) from Ordinary Activities after Tax and Extraordinary Items (11 - 12)		6188		2304			10366		8883			16256

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	( in Lakhs)
	Particulars	Stand alone
		For the quarter ended September 30,				For the half year ended September 30,				For the year ended March 31,
		2011		2010		2011		2010		2011
		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(audited)
14	Paid up Equity Share Capital (Face value of 10 per share)		28500		28500		28500		28500		28500
15	Paid up Debt Capital						215992		232917		221498


16	Reserves excluding Revaluation Reserve						661876		650766		651510
17	Debenture Redemption Reserve						101811		45734		101811

18	Earnings Per Share (EPS)		2.17		0.81		3.64		3.12		5.70
	Basic and diluted earnings per share before and after
	Extraordinary Items ( )

19	Aggregate of public shareholding
	a. Number of shares		49161129		47709679		49161129		47709679		48030203
	b. Percentage of shareholding		17.25		16.74		17.25		16.74		16.85
20	Promoters and Promoter Group Shareholding
	a. Pledged / Encumbered
	- Number of Shares		10000000		26700000		10000000		26700000		10000000
	- Percentage of Shares (as a % of the total shareholding of promoters and promoter group)		4.61		12.30		4.61		12.30		4.61
	- Percentage of Shares (as a % of the total share capital of the Company)		3.51		9.37		3.51		9.37		3.51
	b. Non-encumbered
	- Number of Shares		207028873		190328873		207028873		190328873		207028873
	- Percentage of Shares (as a % of the total shareholding of promoters and promoter group)		95.39		87.70		95.39		87.70		95.39
	- Percentage of Shares (as a % of the total share capital of the Company)		72.64		66.78		72.64		66.78		72.64
	c. Shares held by custodian and against which Depository Receipts have been issued-
	(I) Promoters and promoters group		—				—				—
	(II) Public		18809998				18809998				19940924
21	Debt Equity Ratio						0.30		0.33		0.32
22	Debt Service Coverage Ratio (DSCR) #		10.39		1.70		11.75		0.83		1.48
23	Interest Service Coverage Ratio (ISCR) ##		16.77		4.36		15.93		4.49		4.71

#	DSCR = (Profit from Ordinary Activities before Tax and exceptional items +Interest on long term loans + Depreciation) / (Interest on long term loans + Repayment of Long-term Loans during the year)

##	ISCR = (Profit from Ordinary Activities before tax and exceptional items + Interest on Long-term Loans + Depreciation) / Interest on Long-term Loans*

*	Loans having original maturity of more than 360 days are considered as Long-Term Loans.

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B. UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2011


	( in Lakhs)
		Consolidated
		For the quarter ended September 30,						For the half year ended September 30,						For the year ended March 31,
		2011			2010			2011			2010			2011
	Particulars	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(audited)
1	Revenues from Telecommunication and other Services		337361			296066			663067			584516			1193199


2	Expenditure

	a. Network Costs		186248			175983			374264			351528			712777
	b. Operating and Other Expenses		54074			48450			109505			95490			195164
	c. Salaries and Related Costs		49238			41695			98863			81584			162731
	d. Depreciation and Amortisation		43401			38761			85443			77047			154830


	e. Total Expenditure (2a to 2d)		332961			304889			668075			605649			1225502


3	Profit / (Loss) from Operations before Other Income, Interest and Exceptional Items (1 - 2)		4400			(8823	)		(5008	)		(21133	)		(32303	)

4	Other Income (net)		242			5084			3,969			6678			20109


5	Profit / (Loss) before Interest and Exceptional Items (3 + 4)		4642			(3739	)		(1039	)		(14455	)		(12194	)


6	Interest Cost (net)		25623			13968			45744			27296			51764


7	Profit / (Loss) after Interest but before Exceptional Items (5 - 6)		(20981	)		(17707	)		(46783	)		(41751	)		(63958	)

8	Exceptional Items:
	Expense / (Income)

	a. Severance cost		—			—			—			—			4601

	b. Fixed Assets Written off		—			—			—			—			2515

	c. Interest on Income Tax Refund		—			—			—			—			(404	)

9	Profit / (Loss) from Ordinary Activities before Tax (7 - 8) (Refer note 3)		(20981	)		(17707	)		(46783	)		(41751	)		(70670	)


10	Tax Expense		2841			395			4913			(1676	)		(878	)


11	Net Profit / (Loss) from Ordinary Activities after Tax (9 - 10)		(23822	)		(18102	)		(51696	)		(40075	)		(69792	)

12	Extraordinary Items (net of Tax Expense)		—			—			—			—			—

13	Net Profit / (Loss) from Ordinary Activities after Tax and Extraordinary Items (11 - 12)		(23822	)		(18102	)		(51696	)		(40075	)		(69792	)

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	( in Lakhs)
		Consolidated
		For the quarter ended September 30,						For the half year ended September 30,						For the year ended March 31,
		2011			2010			2011			2010			2011
	Particulars	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(audited)
14	Minority Interest		7302			2727			14172			5231			10562


15	Share in Loss of Associates		—			(4909	)		(541	)		(9057	)		(18460	)


16	Net Profit / (Loss) (13+14+15)		(16520	)		(20284	)		(38065	)		(43901	)		(77690	)

17	Paid up Equity Share Capital (Face value of 10 per share)		28500			28500			28500			28500			28500

18	Reserves excluding Revaluation Reserve														309948

19	Earnings Per Share (EPS)		(5.80	)		(7.12	)		(13.36	)		(15.40	)		(27.26	)
	Basic and diluted earnings per share before and after
	Extraordinary Items ( )

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C. Unaudited Balance Sheet as at September 30, 2011


( in Lakhs)
Particulars	Stand alone
	As at September 30,				As at March 31,
	2011		2010		2011
	(unaudited)		(unaudited)		(audited)
SHAREHOLDERS’ FUNDS:
(a) Capital		28500		28500		28500
(b) Reserves and Surplus		684958		671520		672248
Loan Funds		215992		232917		221498
Deferred Tax		3600		13444		12593


Total		933050		946381		934839

Fixed Assets		502433		504806		502597
Investments		200464		173319		183282

Current Assets, Loans and Advances
(a) Inventories		548		307		534
(b) Sundry Debtors		95033		79847		76831
(c) Cash and Bank balances		6736		3624		43078
(d) Other current assets		19426		20460		18274
(e) Loans and Advances		330514		371051		305584
Less: Current Liabilities and Provisions
(a) Liabilities		199156		192188		170486
(b) Provisions		22948		14845		24855

Total		933050		946381		934839

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D. Standalone Business Segment Information:


( in Lakhs)
Particulars	Stand alone
	For the quarter ended September 30,					For the half year ended September 30,					For the year ended March 31,
	2011		2010			2011		2010			2011
	(unaudited)		(unaudited)			(unaudited)		(unaudited)			(audited)
Revenues from Telecommunication and Other Services
Global Voice Solutions		31915		24884			61275		49987			101387
Global Data and Managed Services		70746		62359			135915		126986			259790

Total		102661		87243			197190		176973			361177

Segment result
Global Voice Solutions		3798		176			6217		(915	)		(4930	)
Global Data and Managed Services		54820		49570			105574		101128			205465

Total		58618		49746			111791		100213			200535

Less :
(i) Interest Cost (net)		4643		4656			9238		9004			18339
(ii) Other Unallocable Expenses (net)		44216		42976			86472		85065			164681

Profit / (Loss) before Taxes and Exceptional Items		9759		2114			16081		6144			17515

Exceptional Expenses / (Income) (net)		—		—			—		—			2111

Profit / (Loss) before Taxes		9759		2114			16081		6144			15404

Tax Expense		3571		(190	)		5715		(2739	)		(852	)

Net Profit / (Loss)		6188		2304			10366		8883			16256

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E. Consolidated Business Segment Information:


( in Lakhs)
Particulars	Consolidated
	For the quarter ended September 30,						For the half year ended September 30,						For the year ended March 31,
	2011			2010			2011			2010			2011
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(audited)
Revenues from Telecommunication and Other Services
Global Voice Solutions		157582			161675			318810			321159			652589
Global Data and Managed Services		133205			118574			259605			234789			479462
South Africa Operations		46276			15382			84010			27685			59438
Others		298			435			642			883			1710

Total		337361			296066			663067			584516			1193199

Segment result
Global Voice Solutions		29123			25490			54871			48018			101417
Global Data and Managed Services		99842			87814			194743			174019			355598
South Africa Operations		22357			6684			39415			10755			23035
Others		(209	)		95			(226	)		196			372

Total		151113			120083			288803			232988			480422

Less :
(i) Interest Cost (net)		25623			13968			45744			27296			51764
(ii) Other Unallocable Expenses (net)		146471			123822			289842			247443			492616

Profit / (Loss) before Taxes and Exceptional Items		(20981	)		(17707	)		(46783	)		(41751	)		(63958	)

Exceptional Expenses / (Income) (net)		—			—			—			—			6712

Profit / (Loss) before Taxes		(20981	)		(17707	)		(46783	)		(41751	)		(70670	)

Tax Expense		2841			395			4913			(1676	)		(878	)

Net Profit / (Loss) before Minority Interest and Associate Loss		(23822	)		(18102	)		(51696	)		(40075	)		(69792	)

Minority Interest		7302			2727			14172			5231			10562

Share in Loss of Associates		—			(4909	)		(541	)		(9057	)		(18460	)

Net Profit / (Loss) for the period		(16520	)		(20284	)		(38065	)		(43901	)		(77690	)

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Notes to Segments:

The Company’s reportable business segments are Global Voice Solutions (GVS), Global Data and Managed Services (GDMS), South Africa Operations and others. The composition of the reportable segments is as follows:

GVS includes International and National Long Distance Voice services.

GDMS includes Corporate Data Transmission services, data centers, virtual private network signaling and roaming services, television and other network and managed services.

South Africa Operations are carried out by the Company’s subsidiary Neotel Pty ltd. and offer wholesale international voice and data transit, enterprise business solution services for the wholesale and corporate market, telephony and data services for retail customers in South Africa.

Others primarily comprise of a Joint venture business.

Revenues and interconnect charges are directly attributable to the segments. Space segment utilization charges, rent of landlines and other network and transmission costs are allocated based on utilization of satellite and landlines. License fee for GVS and GDMS have been allocated based on net revenues from these services. Segment result is segment revenues less segment expenses. Certain costs including depreciation which are not allocable to segments have been classified as “Other Unallocable Expenses (net)”.

*	To reflect the changed nature of business transactions, the allocation of arms length pricing adjustments were realigned effective April 01, 2011.

Telecommunication services are provided utilizing the Company’s assets which do not generally make a distinction between the types of services. As a result, fixed assets are used interchangeably between segments. In the absence of a meaningful basis to allocate assets and liabilities between segments, no allocation has been made.

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Notes:

The above results of the Company for the quarter and half year ended September 30, 2011 have been subjected to a limited review by the statutory auditors, recommended by the audit committee and were taken on record and approved by the Board of Directors at their meeting held on November 9, 2011.

Other Income includes:


( in Lakhs)
Net foreign exchange (gain)/loss	For the quarter ended September 30,					For the half year ended September 30,						For the year ended March 31,
	2011		2010			2011			2010			2011
	(unaudited)		(unaudited)			(unaudited)			(unaudited)			(audited)
- Standalone		73		632			(1299	)		(391	)		(1842	)
- Consolidated		2913		(3901	)		1842			(1661	)		(3126	)

The consolidated results for the quarter and the half year ended September 30, 2011 include those of Neotel Pty Ltd, a company incorporated in South Africa which became a 61.5%(effective holding) subsidiary of the Company during this period (49% effective holding held earlier).

Consequent to increasing the stake in Neotel Pty Ltd, the Company assessed the cashflow projections of Neotel and has designated that the loans given to Neotel would be considered as part of net investment in non integral foreign operations. Accordingly the Company has accounted for the effects of revaluation of loans in Exchange Translation Reserve (as per AS- 11 on “Accounting for effects of changes in Foreign Exchange Rates”).

An amount of LOGO 2372 lakhs of foreign exchange gain (net of forward cover loss of LOGO 5831 lakhs on this loan) and an amount of LOGO 19289 lakhs of net foreign exchange loss have been transferred to Exchange Translation Reserves in the Standalone and the Consolidated financials respectively.

Pending the disposal of the Company’s appeal before the Honorable Supreme Court relating to the method of Computation of Annual Gross Revenue (AGR), the Company continues to calculate the Revenue Share in the same manner as in the past.

The previous period’s figures have been regrouped and reclassified wherever necessary to make them comparable with the current period’s figures.

Investor Complaint status:

Outstanding as on

July 01, 2011

Total received during

the quarter ended

September 30, 2011

Total resolved during

the quarter ended

September 30, 2011

Outstanding as on

September 30, 2011

Nil

For TATA COMMUNICATIONS LIMITED

VINOD KUMAR

MANAGING DIRECTOR &

GROUP CEO


Place		: Mumbai.
Date		: November 9, 2011

ISIN NO.

Type

Rs. In
Crores

Maturity Date

Previous Date
of Interest
Payment

Next date of
Interest
Payment

Debt
Equity
Ratio –
31 March
2011

Asset Cover
Ratio –
3 September
2011

Credit Rating

INE151A07010

SECURED NCD

1000

25-Nov-13

25-Nov-2010

25-Nov-2011

0.30 : 1

1.36 : 1

CARE – AA+

INE151A07028

SECURED NCD

190

23-Jul-14

23-Jan-2011

23-Jan-2012

0.30 : 1

1.42 : 1

CARE – AA+

INE151A07036

SECURED NCD

23-Jan-16

23-Jan-2011

23-Jan-2012

0.30 : 1

1.42 : 1

CARE – AA+

INE151A07044

SECURED NCD

23-Jan-19

23-Jan-2011

23-Jan-2012

0.30 : 1

1.42 : 1

CARE – AA+

INE151A08018

UNSECURED NCD

150

8-JUN-14

8-JUN-11

8-JUN-12

0.30 : 1

CARE – AA+

INE151A08059

UNSECURED NCD

150

2-JUL-19

2-JUL-11

2-JUL-12

0.30 : 1

CARE – AA+


FOR TATA COMMUNICATIONS LIMITED		FOR IDBI TRUSTEESHIP SERVICES LIMITED

RISHABH ADITYA

DY. COMPANY SECRETARY &

ISIN NO.

Type

Rs. In
Crores

Maturity Date

Previous Date
of Interest
Payment

Next date of
Interest
Payment

Debt
Equity
Ratio –
31 March
2011

Asset Cover
Ratio –
30 September
2011

Credit Rating

INE151A08307

UNSECURED NCD

400

25-MAR-12

25-MAR-11

25-MAR-12

0.30 : 1

CARE – AA+


FOR TATA COMMUNICATIONS LIMITED		FOR AXIS TRUSTEE SERVICES LIMITED

SATISH RANADE

COMPANY SECRETARY &

CHIEF LEGAL OFFICER