NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017
1. Corporate information:
TATA Communications Limited ("the Company") was incorporated on 19 March 1986. The Government of India vide its letter No. G-25015/6/86OC dated 27 March 1986, transferred all assets and liabilities of the Overseas Communications Service ("OCS") (part of the Department of Telecommunications, Ministry of Communications) as appearing in the Balance Sheet as at 31 March 1986 to the Company with effect from 1 April 1986. During the financial year 200708, the Company changed its name from Videsh Sanchar Nigam Limited to Tata Communications Limited and the fresh certificate of incorporation consequent upon the change of name was issued by the Registrar of Companies, Maharashtra on 28 January 2008.
The Company is domiciled in India and its registered office is at VSB, Mahatma Gandhi Road, Fort, Mumbai - 400 001.
The Company offers international and national voice and data transmission services, selling and leasing of bandwidth on undersea cable systems, internet connectivity services and other value-added services comprising unified conferencing and collaboration services, managed hosting, mobile global roaming and signaling services, transponder lease, television up linking and other services.
2. Significant accounting policies
a. Statement of compliance
In accordance with the notification issued by the Ministry of Corporate Affairs ("MCA"), the Company has adopted Indian Accounting Standards (referred to as "Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1 April 2016. Previous periods have been restated to Ind AS. In accordance with Ind AS 101 - First time Adoption of Indian Accounting Standards, the Company has presented a reconciliation from the presentation of the financial statements under Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 ("Previous GAAP") to Ind AS of shareholders equity as at 31 March 2016 and 1 April 2015 and of the comprehensive net income for the year ended 31 March 2016.
These financial statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with section 133 of the Companies Act, 2013.
b. Basis of preparation of financial statements
The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value or revalued amount:
- Derivative financial instruments,
- Certain financial assets and liabilities measured at fair value (refer note 2 (s)).
The financial statements are presented in Indian Rupees ("INR") and all values are rounded to the nearest crores (INR 0,000,000), except when otherwise indicated.
c. Significant accounting judgments, estimates and assumptions
The preparation of these financial statements in conformity with recognition and measurement principles of Ind AS requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures relating to contingent liability as at the date of the financial statement and the reported amounts of income and expense for the period presented.
Estimate and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognized in the period in which the estimate are revised and future periods are affected.
In the process of applying the Company''''s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the financial statements.
Operating lease commitments - Company as less or
The Company has entered into commercial property leases on its investment property portfolio. The Company
has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the fair value of the asset, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.
Fair value measurement of financial instruments
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the standalone financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Defined benefit plans
The cost of the defined benefit plan and other post-employment benefits and the present value of such obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
Useful lives of assets
The Company reviews the useful life of assets at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.
Provisions and contingent liabilities
A provision is recognized when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent liabilities are disclosed in the notes. Contingent assets are not recognized in the financial statements.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provisions and contingent liabilities are reviewed at each balance sheet date.
d. Cash and cash equivalents
Cash comprises cash on hand. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
e. Property, plant and equipment
i. Property, plant and equipment are stated at cost of acquisition or construction, less accumulated depreciation / amortization and impairment loss, if any. Cost includes inward freight, duties, taxes and all incidental expenses incurred to bring the assets ready for their intended use.
ii. Jointly owned assets are capitalized in proportion to the Company''''s ownership interest in such assets.
iii. Capital work-in-progress includes cost of property, plant and equipment under installation/ under development as at the balance sheet date and are carried at cost, comprising of direct cost, directly attributable cost and attributable interest.
The depreciable amount for property, plant and equipment is the cost of the property, plant and equipment or other amount substituted for cost, less its estimated residual value (wherever applicable). Depreciation on property, plant and equipment has been provided on the straight-line method as per the estimated useful lives. The asset''''s residual values, estimated useful lives and methods of depreciation are reviewed at each financial year end and any change in estimate is accounted for on a prospective basis.
Estimated useful lives of the assets are as follows:
Property, plant and equipment Useful lives of Assets
i. Plant and Machinery
flatwork Equipment arid Component ''''Refer 1 below? to 8 year:
Sea cable (Refer 1 below) 20 years or Contract period whichever is earlier
Land cable (Refer 1 below) 15 years or Contract period whichever is earlier
Electrical Equipment and Installations* 10 years
Earth station and Switch* 13 years
General Plant and Machinery* 15 years
ii. Office equipments
Integrated Building Management Systems (Refer 1
below? Years Others* 5 years
iii. Leasehold Land Over the lease period
iv. Leasehold improvements Asset life or lease period whichever is less
v. Buildings* 30 to 60 years
vi. Roads* 3 to 10 years
vii. Fences, Tubes and Well* 5 years
viii. Temporary structures* 3 years
ix. Furniture & Fixtures* 10 years
x. Computers, server and network* 3 to 6 years
* On the above categories of assets, the depreciation has been provided as per useful life prescribed in Schedule II to the Companies Act, 2013.
1. In these cases, the lives of the assets are other than the prescribed lives in Schedule II to the Companies Act, 2013. The lives of the assets have been assessed based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc.
2. Property, plant and equipment are eliminated from financial statement, either on disposal or when retired from active use. Losses arising in the case of retirement of property, plant and equipment and gains or losses arising from disposal of property, plant and equipment are recognized in the Statement of Profit and Loss in the year of occurrence.
f. Intangible Assets
Intangible assets are recognized when it is probable that the future economic benefits that are attributable to the assets will flow to the Company and the cost of the asset can be measured reliably.
Indefeasible Right to Use ("IRU") taken for optical fibres are capitalized as intangible assets at the amounts paid for acquiring such rights. These are amortized on straight line basis, over the period of agreement.
The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at the end of financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired.
Intangible assets. are amortized as follows:
Intangible asset Useful lives
Software and Application 3 to 6 years
IRU Over the contract period
An intangible assets is de-recognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is de-recognized.
g. Investment Properties
Investment properties comprise of land and buildings that are held for long term lease rental yields and/ or for capital appreciation. Investment properties are initially recognized at cost including transaction costs. Subsequently investment property comprising of building is carried at cost less accumulated depreciation and accumulated impairment losses, if any.
Depreciation on building is provided over the estimated useful lives as specified in Schedule II to the Companies Act, 2013. The residual values, estimated useful lives and depreciation method of investment properties are reviewed, and adjusted on prospective basis as appropriate, at each financial year end. The effects of any revision are included in the Statement of Profit and Loss when the changes arise.
Though the Company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes.
Investment properties are de-recognized when either they have been disposed of or doesn''''t meet the criteria of investment property when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
The difference between the net disposal proceeds and the carrying amount of the asset is recognized in the Statement of Profit and Loss in the period of de-recognition.
h. Impairment of non-financial asset
The carrying values of assets / cash generating units ("CGU") at each balance sheet date are reviewed for impairment, if any indication of impairment exists. The following intangible assets are tested for impairment at the end of each financial year even if there is no indication that the asset is impaired:
i. an intangible asset that is not yet available for use; and
ii. an intangible asset with indefinite useful lives.
If the carrying amount of the assets exceed the estimated recoverable amount, impairment is recognized for such excess amount. The impairment loss is recognized as an expense in the Statement of Profit and Loss, unless the asset is carried at a revalued amount, in which case any impairment loss of the revalued asset is treated as a revaluation decrease to the extent a revaluation reserve is available for that asset.
The recoverable amount is the greater of the net selling price and the value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor.
When there is indication that an impairment loss recognized for an asset (other than a revalued asset) in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognized in the Statement of Profit and Loss, to the extent the amount was previously charged to the Statement of Profit and Loss. In case of revalued assets such reversal is not recognized.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account.
The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for the Company as a CGU. These budgets and forecast calculations generally cover a significant period. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the significant period.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
The Company enters into agreements for granting IRU of dark fibre capacities to third parties. These arrangements are classified as operating leases as the title to the assets and significant risk associated with the operation and maintenance of these assets remains with the Company. Upfront revenue is received for these arrangements and the same is deferred over the tenure of the IRU agreement. Unearned IRU revenue net of the amount recognizable within one year is disclosed as deferred revenue in non-current liabilities and the amount recognizable within one year is disclosed as deferred revenue in current liabilities.
Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term since the payment to the less or are structured in a manner that the increase is not expected to be in line with expected general inflation.
Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income from operating lease is recognized on a straight-line basis over the term of the relevant lease.
Leases are classified as finance leases when substantially all of the risks and rewards incidental to ownership of an asset are transferred from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company''''s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the finance lease.
Inventories of stores and spares are valued at the lower of cost or net realizable value. Cost includes all expenses incurred to bring the inventory to its present location and condition. Cost is determined on a weighted average basis.
k. Employee benefits
Employee benefits include contributions to provident fund, employee state insurance scheme, gratuity fund, compensated absences, pension and post-employment medical benefits.
i. Short term employee benefits
The undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered by employees is recognized during the period when the employee renders the service. These benefits include compensated absences such as paid annual leave and performance incentives payable within twelve months.
ii. Post-employment benefits
Contributions to defined contribution retirement benefit schemes are recognized as expenses when employees have rendered services entitling them to the contributions.
For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation.
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling (if applicable), excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur. Remeasurements are not reclassified to the Statement of Profit and Loss in subsequent periods. Past service cost is recognized in the Statement of Profit and Loss in the period of plan amendment.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.
The Company recognizes changes in service costs comprising of current service costs, past-service costs, gains and losses on curtailments and non-routine settlements under employee benefit expenses in the Statement of Profit and Loss. The net interest expense or income is recognized as part of finance cost in the Statement of Profit and Loss.
The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme.
iii. Other long-term employee benefits
Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognized as a liability at the present value of the defined benefit obligation at the balance sheet date.
l. Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable and is reduced for estimated customer credit notes and other similar allowances.
i. Revenues from Voice Solutions (VS) are recognized at the end of each month based upon minutes of traffic carried during the month.
ii. Revenues from Data Managed Services (DMS) are recognized over the period of the respective arrangements
based on contracted fee schedules. -
iii. Revenues from IRU of fibre capacity provided as operating lease are recognized on a straight line basis over the term of the relevant IRU.
iv. Exchange/ swaps with service providers of telecommunication services are accounted for as non-monetary transactions depending on the terms of the agreements entered into with such telecommunication service provider.
v. Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same and there is a reasonable assurance that the Company will comply with the conditions attached to them.
m. Other income
i. Dividends from investments are recognized when the right to receive payment is established and no significant uncertainty as to collectability exists.
ii. Interest income - For all financial instruments measured at amortized cost, interest income is recorded on accrual basis. Interest income is included in Other income in the Statement of Profit and Loss.
Current income tax
i. Current tax expense is determined in accordance with the provisions of the Income Tax Act, 1961.
ii. Provision for current income taxes and advance taxes paid in respect of the same jurisdiction are presented in the balance sheet after offsetting them on an assessment year basis.
Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognized outside the Statement of Profit and Loss is recognized outside the Statement of Profit and Loss. Deferred tax items are recognized in correlation to the underlying transaction either in Other Comprehensive Income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
o. Fair value measurement
The Company measures financial instruments such as derivatives and certain investments, at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability or
- In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of a financial asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
- Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3 — Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
For assets and liabilities that are recognized in the balance sheet on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
The fair valuation for assets and liabilities has been performed by an independent actuary.
p. Foreign currencies
The Company''''s financial statements are presented in INR, which is also the Company''''s functional currency.
Foreign currency transactions are converted into INR at rates of exchange approximating those prevailing at the transaction dates or at the average exchange rate for the month in which the transaction occurs. Foreign currency monetary assets and liabilities are outstanding as at the balance sheet date are translated to INR at the closing rates prevailing on the balance sheet date. Exchange differences on foreign currency transactions are recognized in the Statement of Profit and Loss.
q. Borrowing costs
Borrowing costs include interest, amortization of any fee paid to the lender at the time of availing the borrowing. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilized for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset up to the date of capitalization of such asset are added to the cost of the assets. Capitalization of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.
r. Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events if any of a bonus issue to existing shareholders or a share split.
s. Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.
A. Financial assets
i. Financial assets at amortized cost
Financial assets are subsequently measured at amortized cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
ii. Financial assets at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows that give rise on specified dates to solely payments of principal and interest on the principal amount outstanding and by selling financial assets.
The Company has made an irrevocable election to present in Other Comprehensive Income subsequent changes in the fair value of equity investments not held for trading.
iii. Financial assets at fair value through profit or loss
Financial assets are measured at fair value through profit or loss unless it is measured at amortized cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognized in Statement of Profit and Loss.
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily de-recognized (i.e. removed from the Company''''s balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''''pass-through'''' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at lower of the original carrying amount of the asset and maximum amount of consideration that the Company could be required to repay.
v. Impairment of financial assets
The Company assesses impairment based on expected credit losses (ECL) model to the following:
- Financial assets measured at amortized cost;
- Financial assets measured at Fair Value through Other Comprehensive Income;
The Company follows ''''simplified approach'''' for recognition of impairment loss allowance on:
- Trade receivables
Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECL at reporting date.
The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the
historical observed default rates are updated and changes in the forward-looking estimates are analyzed.
For assessing ECL on a collective basis, financial assets have been grouped on the basis of shared risk characteristics and basis of estimation may change during the course of time due to change in risk characteristics.
B. Financial liabilities
Financial liabilities are measured at amortized cost using the effective interest method.
i. Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
I. Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost on accrual basis.
A financial liability is de-recognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss.
ii. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
iii. Derivative financial instruments - Initial and subsequent measurement
The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
t. Recent accounting pronouncements
Standards issued but not yet effective
In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017, notifying amendments to Ind AS 7, ''''Statement of cash flows''''. These amendments are in accordance with the recent amendments made by International Accounting Standards Board (IASB) to IAS 7, ''''Statement of cash flows''''. The amendments are applicable to the Company from 1 April 2017.
Amendment to Ind AS 7
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.
The Company is evaluating the requirements of the amendment and the effect on the financial statements is being evaluated.
The fair value of investment property has been determined by external, independent property valuers, having appropriate recognized professional qualifications and recent experience in the location and category of the property being valued.
The best evidence of fair value is current price in an active market for similar properties. Where such information is not available, the Company considers information from a variety of sources including:
- Current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences.
- Capitalized income projections based upon a property''''s estimated net market income, and a capitalization rate derived from an analysis of market evidence.
I. During the current year, the Company has transferred its entire shareholding in VSNL SNOSPV Pte Ltd to Tata Communications International Pte Ltd. ("TCIPL") for a nominal cash consideration of '''' @ (USD 2).
II. The Company has an investment of Rs,1,398.06 crores (2016: Rs,1,352.71 crores, 2015: Rs,1,153.18 crores) in equity shares of Tata Communications Payment Solutions Limited ("TCPSL"). In the opinion of the management, having regard to the nature of the subsidiary business and future business projections, there is no diminution, other than temporary in the value of investment despite significant accumulated losses.
III. a. During the previous year, terms of preference shares of TCPSL aggregating Rs, 930.00 crores (including
Rs, 80.00 crores new investment made in that year) were changed from 12% cumulative redeemable preference shares to 12% convertible preference shares and thereafter 435,000,000, 12% convertible preference shares of TCPSL of Rs, 10 each were converted to 290,000,000 equity shares of Rs, 10 each at a premium of Rs, 5.00 per share.
b. During the current year, the terms of issue of 495,000,000, 12% convertible preference shares of TCPSL have been changed so as to make them convertible into a fixed number of 324,377,500 equity shares having face value of Rs, 10 each and convertible at a premium of Rs, 5.26 per share.
As per modified terms of conversion, the investment in preference shares in substance is equity instrument and hence carried at cost.
Subsequent to modification in terms, on 22 December 2016, 140,000,000, 12% convertible preference shares converted into 91,743,131 equity shares of Rs, 10 each at premium of Rs, 5.26 per share.
c. During the current year, consequent to modification of terms of conversion, the Company converted its investment in TCIPL of 30,955,250 preference shares of USD 1 each into equity shares at a fair value of USD 3.89 per share resulting in a loss of Rs, 453.23 crores on account of reduction in the fair value of preference shares. The original terms of conversion was one equity share in exchange of one preference share.
d. During the current year, loan given by the Company to TCIPL, amounting to USD 281,383,984 was converted into 72,335,214 equity shares of USD 1 each at a fair value of USD 3.89 per share.
IV. During the current year, the Company has completed sale of 74% shareholding in Tata Communications Data Centers Private Limited ("TCDC") to Singapore Technologies Telemedia (ST Telemedia) for a cash consideration of Rs, 1,796.78 crores resulting into a gain on sale of Rs, 1,696.22 crores. The Company has considered this investment to be an investment in associate as it retains an equity share exceeding 20% with a right to appoint two director''''s on their Board. In April 2017, name of TCDC was changed to STT Global Data Centres India Private Limited.
V. During the current year, the Company acquired an additional 5% of the equity share capital of Smart ICT Services Private Limited (Smart ICT), taking the Company''''s total shareholding in the equity share capital of Smart ICT to 24%, pursuant to which, Smart ICT became an associate of the Company, whereas earlier the same was considered as investment in others.
VI. The Company has investment in the equity shares of Tata Teleservices Limited ("TTSL") which is recognized at fair value through Other Comprehensive Income. During the quarter ended 31 December 2016, the Company reassessed the fair value of TTSL and accordingly recognized a loss of Rs, 166.71 crores (2016: Rs, 344.40 crores) in Other Comprehensive Income. As of the date of issue of these financial statements, due to the continued volatility of market conditions, it was not possible to complete an updated valuation report to determine fair value as at 31 March 2017.
The Company has issued corporate guarantees for the loans and credit facility arrangements in respect of various subsidiaries.
ii. As at 31 March 2017 the proportionate share of pension obligations and payments of Rs, 61.15 crores (2016: Rs, 61.15 crores, 2015: Rs, 61.15 crores) to the erstwhile Overseas Communications Service ("OCS") employees was recoverable from the Government of India ("the Government"). Pursuant to discussions with the Government, the Company had made a provision of Rs, 53.71 crores (2016: Rs, 53.71 crores, 2015: Rs, 53.71 crores) resulting in a net amount due from the Government towards its share of pension obligations of Rs, 7.44 crores (2016: Rs, 7.44 crores, 2015: Rs, 7.44 crores).
The Company has issued corporate guarantees for the loans and credit facility arrangements in respect of various subsidiaries.
iv. Interest receivable includes interest due from subsidiaries of Rs, 0.04 crores (2016: Rs, 0.02 crores, 2015: Rs, 6.65 crores).
i. The Management intends to dispose off a parcel of the Company''''s freehold land and staff quarter''''s. An active program to locate the buyer and to complete the sale has already been initiated, the sale is expected to be completed in the next 12 months. Accordingly, these assets have been classified as assets held for sale as on 31 March 2017.
ii. Further the fair value of these assets is higher than its carrying value as on 31 March 2017 and hence no impairment loss has been recognized.
a. Issued, Subscribed and Paid up:
There was no change in the issued, subscribed and paid up share capital of the Company during the current and past five financial years.
b. Terms / rights attached to equity shares:
The Company has only one class of equity shares with a face value of Rs, 10 per share. Each shareholder of equity shares is entitled to one vote per share at any general meeting of shareholders. The Company declares and pays dividends in INR. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.
c. The Board of Directors have recommended a dividend of Rs, 4.50 (2016: Rs, 4.30) per share and a special dividend of Rs, 1.50 per share for the year ended 31 March 2017.
i. Capital Reserve includes Rs, 205.22 crores in respect of foreign exchange gains on unutilised proceeds from Global Depository Receipts in earlier years.
ii. Debenture redemption reserve (DRR): The Company has issued redeemable non-convertible debentures, accordingly, the Companies (Share capital and Debenture) Rules, 2014 (as amended), requires that where a company issues debentures, it shall create a debenture redemption reserve out of profits of the company available for payment of dividend. The Company is required to maintain a DRR of 25% of the value of debentures issued, either by a public issue or on a private placement basis. The amounts credited to the DRR may not be utilised by the Company except to redeem debentures.
iii. Securities premium: It is the additional amount which the shareholder had paid more than the face value of issued shares. This premium can be used to write off equity related expenses and issue of bonus shares.
iv. General reserve: It can be utilised from time to time to transfer profit from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of Other Comprehensive Income, items included in the general reserve will not be reclassified subsequently to profit or loss.
v. Other Comprehensive Income: This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through Other Comprehensive Income, net of amounts reclassified to retained earnings when those assets have been disposed off and remeasurement of defined employee benefit plans (net of taxes).
i. Secured Debentures
The outstanding 50, 11.25% debentures amounting to Rs, 5.00 crores is due for redemption on 23 January 2019 and are secured by a first legal mortgage and charge on the Company''''s plant and machinery.
For facilitating the above redemption, the Company has created a debenture redemption reserve of Rs, 1.25 crores (2016: Rs, 1.25 crores, 2015: Rs, 1.25 crores).
ii. Unsecured Debentures
The outstanding 1,500, 9.85% debentures amounting to Rs, 150 crores are due for redemption on 2 July 2019.
For facilitating the above redemption, the Company has created a DRR of Rs, 37.50 crores (2016: Rs, 37.50 crores, 2015: Rs, 37.50 crores).
i. Interest on others includes Rs, 51.84 crores (2016: Rs, 36.06 crores) from subsidiaries and associates.
ii. During the current year, consequent to modification of terms of conversion, the Company converted its investment in TCIPL of 30,955,250 preference shares of USD 1 each into equity shares at a fair value of USD 3.89 per share resulting in a loss of Rs, 453.23 crores on account of reduction in the fair value of preference shares. The original terms of conversion was one equity share in exchange of one preference share.
iii. Includes Rs, 104.45 crores (2016: Rs, 88.73 crores) from subsidiaries and associates.
iv. During the previous year, based on transfer pricing study and legal precedent, the Company and its subsidiaries have re-determined the arm''''s length price in respect of guarantee fees charged by the Company in earlier periods to its subsidiaries. Accordingly, guarantee income from subsidiaries for the year ended 31 March 2016 is net of guarantee fees of Rs, 233.90 crores pertaining to earlier years and has a corresponding tax impact of Rs, 79.50 crores.
i. As required by the Companies Act, 2013 and rules thereon, gross amount required to be spent by the Company during the year toward Corporate Social Responsibility (CSR) amount to Rs, 14.56 crores (2016: Rs, 13.85 crores). The Company has spent Rs, 14.66 crores (2016: Rs, 13.47 crores) during the year on CSR activities mainly for promotion of education, social business projects, etc. including Rs, 1.83 crore (2016 : Rs, 2.30 crores) on construction/ acquisition of assets.