Tata Communications (VSL) 6-K Tata Communications Limited

Exhibit 1

HQ/CS/CL.24B/14822

21 May 2012

Sir,

Sub: Information regarding Audited Financial Results for the Financial Year ended 31 March 2012 and Recommendation of Dividend.

Pursuant to clause 41 of the listing agreement with Indian Stock Exchanges, please find sent herewith the Audited Financial Results for the Financial Year ended 31 March 2012 according to Indian GAAP, which have been considered by the Board of Directors at their 216th meeting held on 21 May 2012 (Attachment “A”).

2. The Board of Directors have recommended a dividend of Rupees 2/- (Two) per share for the Financial Year 2011-12.

Thanking you,

Yours faithfully,

For Tata Communications Limited

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) 26598237/38.

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.

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 6659 1966 Fax 91 22 6725 1962 website www.tatacommunications.com

TATA COMMUNICATIONS LIMITED

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

A. AUDITED STANDALONE FINANCIAL RESULTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2012

		(  in Lakhs)
Part I
	Particulars	Standalone
		For the quarter ended							For the year ended March 31
		March 2012		December 2011		March 2011			2012		2011
		(unaudited)		(unaudited)		(unaudited)			(audited)		(audited)
1	Income from Operations		110064		101923		91722			409177		361177
2	Expenses
	a. Network and transmission expenses		48513		43839		38867			173650		154836
	b. Employee benefit expense		17362		15551		13159			62224		52046
	c. Depreciation and amortization expenses		19456		17886		16870			70708		65965
	d. Other expense		20450		20325		17540			74506		68693
	e. Total Expenditure (2a to 2d)		105781		97601		86436			381088		341540
3	Profit / (Loss) from Operations before Other Income, Finance costs and Exceptional Items (1 - 2)		4283		4322		5286			28089		19637
4	Other Income		5878		4840		6096			17910		19071
5	Profit / (Loss) from Ordinary Activities before Finance costs and Exceptional Items (3 + 4)		10161		9162		11382			45999		38708
6	Finance Cost		4010		4882		5199			19487		21193
7	Profit / (Loss) from Ordinary activities after Finance costs but before Exceptional Items (5 - 6)		6151		4280		6183			26512		17515
8	Exceptional Items:
	Expense / (Income)
	a. Fixed Assets Written off		—		—		2515			—		2515
	b. Interest on Income Tax Refund		—		—		(404	)		—		(404	)
9	Profit / (Loss) from Ordinary Activities before Tax (7-8)		6151		4280		4072			26512		15404
10	Tax Expense		2331		1332		1555			9378		(852	)

		(  in Lakhs)
Part I
	Particulars	Standalone
		For the quarter ended						For the year ended March 31
		March 2012		December 2011		March 2011		2012		2011
		(unaudited)		(unaudited)		(unaudited)		(audited)		(audited)
11	Net Profit / (Loss) from Ordinary Activities after Tax (9- 10)		3820		2948		2517		17134		16256
12	Extraordinary Items (net of Tax Expense)		—		—		—		—		—
13	Net Profit/(Loss) for the period (11 - 12)		3820		2948		2517		17134		16256
14	Paid up Equity Share Capital (Face value of10 per share)		28500		28500		28500		28500		28500
15	Paid up Debt Capital		—		—		—		95083		140643
16	Reserves excluding Revaluation Reserve				—		—		664508		651510
17	Debenture Redemption Reserve		—		—		—		146150		101812
18	Earnings Per Share (EPS)		1.34		1.03		0.88		6.01		5.70
	Basic and diluted earnings per share before and after Extraordinary Items ()
19	Debt Equity Ratio		—		—		—		0.13		0.20
20	Debt Service Coverage Ratio (DSCR)#		—		—		—		1.15		1.49
21	Interest Service Coverage Ratio (ISCR)##		—		—		—		5.57		4.47

# DSCR = (Profit from Ordinary Activities before Tax and Exceptional Items + Depreciation + Interest on Long-Term Loans) /(Interest on Long-Term Loans + Repayment of Long - Term Loans during the year)*

## ISCR = (Profit from Ordinary Activities before Tax and Exceptional Items + Depreciation + Interest on Long -Term Loans)/Interest on Long-Term Loans*

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

Part II
Select information for the Quarter and Year ended on 31st March 2012
	For the quarter ended								For the year ended March 31
A) Particulars of Shareholding	March 2012			December 2011		March 2011			2012			2011
Aggregate of public shareholding
a. Number of shares		50411507			49051425		48030203			50411507			48030203
b. Percentage of shareholding		17.69	%		17.21%		16.85	%		17.69	%		16.85	%
Promoters and Promoter Group Shareholding
a. Pledged / Encumbered
- Number of Shares		10000000			10000000		10000000			10000000			10000000
- Percentage of Shares (as a % of the total shareholding of promoters and promoter group)		4.61	%		4.61%		4.61	%		4.61	%		4.61	%
- Percentage of Shares (as a % of the total share capital of the Company)		3.51	%		3.51%		3.51	%		3.51	%		3.51	%
b. Non-encumbered
- Number of Shares		207028873			207028873		207028873			207028873			207028873
- Percentage of Shares (as a % of the total shareholding of promoters and promoter group)		95.39	%		95.39%		95.39	%		95.39	%		95.39	%
- Percentage of Shares (as a % of the total share capital of the Company)		72.64	%		72.64%		72.64	%		72.64	%		72.64	%
c. Shares held by custodian and against which Depository Receipts have been issued-
(I) Promoters and promoters group		—			—		—			—			—
(II) Public		17559620			18919702		19940924			17559620			19940924

Particulars	Quarter ended on 31.03.2012
B) Investor complaints
Pending at the beginning of the Quarter	Nil
Received during the quarter	1
Disposed off during the quarter	1
Remaining unresolved at the end of the quarter	Nil

B. AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2012

		( in Lakhs)
Part I
	Particulars	Consolidated
		For the quarter ended									For the year ended March 31
		March 2012			December 2011			March 2011			2012			2011
		(unaudited)			(unaudited)			(unaudited)			(audited)			(audited)
1	Income from Operations		396128			360410			306883			1419605			1193199
2	Expenses
	a. Network Costs		216099			198998			179284			789361			712777
	b. Employee benefits expense		62873			51090			41565			211991			160598
	c. Depreciation and Amortisation		49278			47283			39133			182004			154830
	d. Other Expenses		68628			60136			50556			239104			197297
	e. Total Expenditure (2a to 2d)		396878			357507			310538			1422460			1225502
3	Profit / (Loss) from Operations before Other Income, Finance costs and Exceptional Items (1 - 2)		(750	)		2903			(3655	)		(2855	)		(32303	)
4	Other Income		5404			5220			7744			14480			25322
5	Profit / (Loss) from Ordinary Activities before Finance costs and Exceptional Items (3 + 4)		4654			8123			4089			11625			(6981	)
6	Finance Costs		18581			19215			10743			83427			56977
7	Profit / (Loss) from Ordinary Activities after Finance costs but before Exceptional Items (5 - 6)		(13927	)		(11092	)		(6654	)		(71802	)		(63958	)
8	Exceptional Items:
	Expense / (Income)
	a. Severance cost		—			—			4601			—			4601
	b. Fixed Assets Written off		—			—			2515			—			2515
	c. Interest on Income Tax Refund		—			—			(404	)		—			(404	)
9	Profit / (Loss) from Ordinary Activities before Tax (7-8)		(13927	)		(11092	)		(13366	)		(71802	)		(70670	)
10	Tax Expense		131			1551			370			6595			(878	)
11	Net Profit / (Loss) from Ordinary Activities after Tax (9 – 10)		(14058	)		(12643	)		(13736	)		(78397	)		(69792	)

		( in Lakhs)
Part I
	Particulars	Consolidated
		For the quarter ended									For the year ended March 31
		March 2012			December 2011			March 2011			2012			2011
		(unaudited)			(unaudited)			(unaudited)			(audited)			(audited)
12	Extraordinary Items (net of Tax Expense)		—			—			—			—			—
13	Net Profit / (Loss) for the period (11 - 12)		(14058	)		(12643	)		(13736	)		(78397	)		(69792	)
14	Share in Profit / (Loss) of Associates		92			31			(4373	)		(418	)		(18460	)
15	Minority Interest		(12128	)		(2694	)		2458			(650	)		10562
16	Net Profit / (Loss) after taxes, minority interest and share of profit/(loss) of associates (13+14+15)		(26094	)		(15306	)		(15651	)		(79465	)		(77690	)
17	Paid up Equity Share Capital (Face value of 10 per share)		28500			28500			28500			28500			28500
18	Reserves excluding Revaluation Reserve											180343			309948
19	Debenture Redemption Reserve											73075			101811
20	Earnings Per Share (EPS)		(9.16	)		(5.37	)		(5.49	)		(27.88	)		(27.26	)
	Basic and diluted earnings per share before and after Extraordinary Items ( )

C. Standalone Business Segment Information:

	( in Lakhs)
Particulars	Standalone
	For the quarter ended							For the year ended March 31
	March 2012		December 2011		March 2011			2012		2011
	(unaudited)		(unaudited)		(unaudited)			(audited)		(audited)
Income from Operations
Global Voice Solutions		34165		31702		27548			127142		101387
Global Data and Managed Services		75899		70221		64174			282035		259790
Total		110064		101923		91722			409177		361177
Segment result
Global Voice Solutions		667		1866		(1489	)		8750		(4930	)
Global Data and Managed Services		61007		52395		54431			218981		205465
Total		61674		54261		52942			227731		200535
Less :
(i) Finance Cost		4010		4882		5199			19487		21193
(ii) Other Unallocable Expenses (net)		51513		45099		41560			181732		161827
Profit / (Loss) before Taxes and Exceptional Items		6151		4280		6183			26512		17515
Exceptional Expenses/(Income) (net)		—		—		2111			—		2111
Profit / (Loss) before Taxes		6151		4280		4072			26512		15404
Tax Expense		2331		1332		1555			9378		(852	)
Net Profit / (Loss)		3820		2948		2517			17134		16256

D. Consolidated Business Segment Information:

	( in Lakhs)
Particulars	Consolidated
	For the quarter ended									For the year ended March 31
	March 2012			December 2011			March 2011			2012			2011
	(unaudited)			(unaudited)			(unaudited)			(audited)			(audited)
Income from Operations
Global Voice Solutions		189643			172727			169031			681180			652589
Global Data and Managed Services		161263			143748			121726			564616			479462
South Africa Operations		44704			43664			15678			172378			59438
Others		518			271			448			1431			1710
Total		396128			360410			306883			1419605			1193199
Segment result
Global Voice Solutions		33011			29863			30090			117745			101417
Global Data and Managed Services		122326			110094			91029			427163			355598
South Africa Operations		(520	)		(3125	)		(6796	)		(17747	)		(27059	)
Others		206			(184	)		155			(204	)		372
Total		155023			136648			114478			526957			430328
Less :
(i) Finance Costs		18581			19215			10743			83427			56977
(ii) Other Unallocable Expenses (net)		150369			128525			110389			515332			437309
Profit / (Loss) before Taxes and Exceptional Items		(13927	)		(11092	)		(6654	)		(71802	)		(63958	)
Exceptional Expenses / (Income) (net)		—			—			6712			—			6712
Profit / (Loss) before Taxes		(13927	)		(11092	)		(13366	)		(71802	)		(70670	)
Tax Expense		131			1551			370			6595			(878	)
Net Profit / (Loss) before Minority Interest and Associate Profit / (Loss)		(14058	)		(12643	)		(13736	)		(78397	)		(69792	)
Share in Profit / (Loss) of Associates		92			31			(4373	)		(418	)		(18460	)
Minority Interest		(12128	)		(2694	)		2458			(650	)		10562
Net Profit / (Loss) for the period		(26094	)		(15306	)		(15651	)		(79465	)		(77690	)

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.

E. Statement of Assets and Liabilities as at March 31, 2012

	( in Lakhs)
Particulars	Standalone
	As at March 31,
	2012		2011
EQUITY AND LIABILITIES
SHAREHOLDERS’ FUNDS:
(a) Share Capital		28500		28500
(b) Reserves and Surplus		685197		672248
Sub-total - Shareholders’ funds		713697		700748
Non-current liabilities
(a) Long-term borrowings		82500		123114
(b) Deferred tax liabilities (Net)		1642		12593
(c) Other Long term liabilities		38408		33638
(d) Long-term provisions		12768		9514
Sub-total - Non-current liabilities		135318		178859
Current liabilities
(a) Short-term borrowings		12583		17529
(b) Trade payables		119504		103063
(c) Other current liabilities		109690		135585
(d) Short-term provisions		9925		9407
Sub-total - Current liabilities		251702		265584
TOTAL - EQUITY AND LIABILITIES		1100717		1145191

	(  in Lakhs)
Particulars	As at March 31,
	2012		2011
ASSETS
Non-current assets
(a) Fixed assets
i) Tangible assets		466110		469671
ii) Intangible assets		9090		10848
iii) Capital work-in-progress		30334		22022
(b) Non-current investments		178827		178811
(d) Long-term loans and advances		276130		300207
(e) Other non-current assets		808		808
Sub-total - Non-current assets		961299		982367
Current assets
(a) Current investments		—		4471
(b) Inventories - Stores and Spares		45		534
(c) Trade receivables		70994		61262
(d) Cash and Bank Balances		5332		43077
(e) Short-term loans and advances		46999		34011
(f) Other current assets		16048		19469
Sub-total - Current assets		139418		162824
TOTAL - ASSETS		1100717		1145191

Note:

The audited statement of assets and liabilities has been prepared in the format prescribed by the Revised Schedule VI of the Companies Act, 1956.

Previous year figures have been recast/ restated to conform to the classification of the current period.

Notes:

1. The above Standalone and Consolidated results of the Company for the financial year ended March 31, 2012 have been recommended by the audit committee and audited by the statutory auditors were taken on record and approved by the Board of Directors at their meeting held on May 21, 2012.

2. The Board of Directors at its meeting held on May 21, 2012, proposed a dividend of 2 (previous year 2 ) per equity share.

3. Other Income includes:

	( in Lakhs)
	For the quarter ended									For the year ended March 31,
	March 2012			December 2011			March 2011			2012			2011
Net foreign exchange (gain)/loss	(unaudited)			(unaudited)			(unaudited)			(audited)			(audited)
- Standalone		(1871	)		473			(760	)		(2696	)		(1842	)
- Consolidated		(3783	)		(1465	)		(652	)		(3406	)		(3126	)

4. Employee benefit expense on the TCL Consolidated Financials includes actuarial loss on Pension Fund of 8278 lakhs for the quarter ended March 31, 2012 (Previous quarter actuarial gain of 3045 lakhs) due to decrease in discount rates.

5. The consolidated results for the quarter and the year ended March 31, 2012 include those of Neotel Pty Ltd, a company incorporated in South Africa. The consolidated loss for the year includes loss of 73747 lakhs (previous year loss of 55102 lakhs) of Neotel Pty Ltd., South Africa.

6. 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 2263 lakhs of foreign exchange gain (net of forward cover loss of 10080 lakhs on this loan) and an amount of 14331 lakhs of net foreign exchange loss have been transferred to Exchange Translation Reserves in the Standalone and the consolidated financials respectively.

7. Figures of the quarter ended March 31, 2012 and March 31, 2011 are the balancing figures between audited figures in respect of the full financial year and published year to date figures up to the third quarter of the relevant financial year.

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

For TATA COMMUNICATIONS LIMITED

VINOD KUMAR

MANAGING DIRECTOR &

GROUP CEO

Place	: Mumbai.
Date	: May 21, 2012