As filed with the Securities and Exchange Commission on August 29, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
AMENDMENT NO. 1
(Mark One)
| ¨ | Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 |
| x | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended March 31, 2012
| ¨ | 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 valueRs. 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 x
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 x
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 x 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 x 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 x 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 x | International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ | Other ¨ |
Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 x
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 x
| * | 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. |
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended March 31, 2012, which was originally filed with the Securities and Exchange Commission on August 15, 2012, is being filed solely for purposes of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T.
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the Form 20-F, or reflect any events that have occurred after the filing of the Form 20–F.
| ITEM 19. | EXHIBITS |
The exhibits contained in our Form 20-F are hereby amended solely in order to insert Exhibit 101.
Exhibit | Description | |||
| 101#* | Financial information from the Registrant’s Annual Report on Form 20-F for the period ended March 31, 2012, filed with the SEC on August 15, 2012, formatted in eXtensible Business Reporting Language (XBRL): | |||
(i) | Consolidated Balance Sheets as of March 31, 2011 and 2012 | |||
(ii) | Consolidated Statements of Operations for each of the years ended March 31, 2010, 2011 and 2012 | |||
(iii) | Consolidated Statements of Changes in Shareholders’ Equity for each of the years ended March 31, 2010, 2011 and 2012 | |||
(iv) | Consolidated Statements of Cash Flows for each of the years ended March 31, 2010, 2011 and 2012 | |||
(v) | Notes to Consolidated Financial Statements | |||
| # | Submitted electronically herewith. |
| * | XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A No.1 and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
August 29, 2012
| TATA COMMUNICATIONS LIMITED, | ||
| By: | /s/ Vinod Kumar | |
| Name: | Vinod Kumar | |
| Title: | Managing Director and CEO | |
| By: | /s/ SANJAY BAWEJA | |
| Name: | Sanjay Baweja | |
| Title: | Chief Financial Officer | |