CMYK
IDEA CELLULAR LIMITED
CMYK
Mr. Aditya Birla
We live by his values.
Integrity, Commitment, Passion, Seamlessness and Speed.
C K
Dear Shareholder,
The global scenario
Across the world in 2012 the economy
remained a worry. Global GDP fell to 3.2%
compared to 4% in 2011. Many of the
systemic vulnerabilities continued. Among
these were fiscal fragility, hidden and
unknown risks of financial derivative
instruments and the problems of the weaker
Eurozone economies. The increasing
instances of political gridlock aggravated the
situation.
While these are not totally left behind, there
are strong positives. The unwinding of
financial leverage, several rounds of liquidity
injections, with Japan also joining in augur
well for the global economy. Alongside,
continuing low interest rates, sharp
corrections in commodity and energy prices
and a modest recovery in the US housing
market ring in a degree of optimism.
Furthermore, the private corporate sector
seems on the path to stepping up investment
outlays. Thankfully, the worst case outcomes
have been averted. The US has not fallen off
the fiscal cliff. And despite the recent
financial shocks in Cyprus, government bond
yields have fallen. The global economy has
clearly shown a lot of resilience.
The global economy is now moving on to a
surer recovery mode. The IMF projects
growth at 3.25% in 2013, increasing to 4.0%
in 2014. GDP growth in emerging markets
and developing countries is placed at 5.3%
The Chairman’s Letter
to Shareholders
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in 2013, increasing to 5.7% in 2014. US GDP is expected
to grow 1.9% in 2013, rising sharply to 3.0% in 2014.
Europe will remain a laggard, with growth projected
at -0.3% this year, and inching to just over 1% in 2014.
China’s growth will scale back from its recent double digit
levels to 7-8%, which is still respectable.
Developments on the global front undeniably dented
India’s growth level, besides the issues at home.
The Indian economy – ongoing resilience
Slow growth, investor diffidence, the rupee falling to an
all time low, power outages and a poor monsoon added
to the country’s woes. High commodity prices and supply
constraints of critical raw material, such as coal and
natural gas further compounded the problem.
Unsurprisingly then, India’s GDP growth slowed markedly
in 2012-13, to 5%, down from 6.2% in the previous year.
The manufacturing sector recorded a growth of only 1.9%
in 2012-13, down from 2.7% in 2011-12. Export growth in
2012-13was5.1%,comparedto15.3%inthepreviousyear.
There are good signs, as we move into fiscal 2013 – 2014.
There have been some positive policy developments in
recent months. These include a decline in interest rates
and a move towards market-based pricing for diesel and
petrol. If this pricing flexibility persists, it could make a
considerable dent in the subsidy bill. The expectation of
a normal monsoon is a positive, going forward.
In FY 2013-14, GDP growth is projected to rise modestly
to around 6.0% with much of the improvement likely only
in the second half of the year. Industrial activity will
continue to be adversely affected by regulatory
bottlenecks. The recent decline in commodity prices,
particularly of crude oil, and continuing buoyancy of FII
inflows will pave the way for greater exchange rate
stability, and a moderation of inflation. The RBI projects
a 5.5% increase in the wholesale price index in FY 2013-14,
down from 7.3% in the previous year.
The Telecom Sector
The Financial Year 2012-13 was a tumultuous one for the
telecom sector, with a number of regulatory decisions,
“The Financial Year
2012-13 was a tumultuous
one for the telecom
sector, with a number of
regulatory decisions,
which impacted the
industry, forcing it to incur
high costs.”
C K
which impacted the industry, forcing it to incur high
costs. The February 2012 license cancellation by the
Supreme Court was followed up with the November 2012
1800 MHz spectrum auctions with a very high regulator
recommended reserve price. Furthermore, a cost and
manpower intensive ‘new subscriber acquisition
process’ was introduced. Various other regulations that
impacted VAS and voice business were issued.
I am pleased to share with you that your Company has
weathered these and other industry driven challenges
to once again report a splendid performance. Your
Company continues on its enviable track record of being
India’s ‘fastest growing large mobile operator’. Your
Company consolidated its 3rd position in terms of
Revenue Market Share (RMS) as it improved RMS from
15.0% in Q4 FY 11-12 to 15.7% in Q4 FY 12-13.
Your Company beat the industry growth by 1.5 times to
achieve a Revenue growth of 14.9% over FY 11-12
clocking ` 224,577 Mn in Gross Revenue and an EBITDA
of ` 60,046 Mn, a rise of 17.9% over the previous year.
On the back of strong top line performance and tight
execution, PAT soared by 39.8% over FY 11-12 to
` 10,109 Mn and Cash Profits increased by 24% over
FY 11-12 to ` 49,794 Mn.
Subscriber growth remained a focus area resulting in a
gain of 1.2% VLR market share reaching 16.6% and
ending with 121.6 Mn subscribers. This makes your
Company the 7th
largest single country telecom operator
globally by subscriber count. Your Company led the
industry in VLR subscriber additions in FY 12-13 by
garnering 37.2% of total industry subscriber additions.
Significantly, while gaining volumes, it retained the
distinction of the best subscriber quality at 98.9% of
subscribers on VLR, way above industry average of 83%.
Even as your Company added over 6,900 GSM sites to
augment growth of voice services, taking its overall GSM
sites to over 90,000, it has propelled the data traffic
growth by ongoing investments in its mobile broadband
backbone. It rolled out more than 4,300 3G overlay sites,
with the total count crossing over 17,100 sites taking
“Your Company
consolidated its 3rd
position in terms of
Revenue Market Share
(RMS) as it improved RMS
from 15.0% in Q4 FY 11-12
to 15.7% in Q4 FY 12-13.
Given Idea’s excellent
performance, I am delighted
to report that after
16 years of the start of
your Company’s operations,
your Board has
recommended its maiden
dividend of 3 per cent.”
C K
the OFC network to 74,000 km of cable. Your Company’s
data users generate more than 3.75 Bn MB of data traffic
per month on its global quality High Speed Data network.
Given Idea’s excellent performance, I am delighted to
report that after 16 years of the start of your Company’s
operations, your Board has recommended its maiden
dividend of 3 per cent. I appreciate the unequivocal
commitment of your Company’s over 270,000
institutional and retail investors to its growth and their
faith in the Company.
Outlook
The sector offers growth opportunities, both in voice and
data. While there is still much to be derived from voice
business, data is emerging as the next driver of growth.
On the back of strong execution and a clear focused
strategy keeping quality of service and consumers at its
center, your Company’s management is confident that
it will not only overcome any impending regulatory and
market challenges but also come out a healthier and
stronger operator, set to become a challenger to the
incumbent leaders.
To our Teams
I thank all of our teams. For most of our employees, I can
say with certitude that their commitment towards their
responsibility to give results has been incredibly
overwhelming. They have enriched your Company and
determined its course over the years. I am confident that
as we move into an even higher growth trajectory, our
people will continue to rise to the increasing demands
of their work.
The Aditya Birla Group in perspective
Over the last two years, significant changes have
impacted the global and domestic business scenario.
Given our resilience, our Group has managed to weather
the storm. Our consolidated revenue at US 42 billion
dollars is marginally above that of the last year.
I believe, that if we have been able to sustain our
revenues, it is because of the quality of our 136,000
“On the back of strong
execution and a clear
focused strategy
keeping quality of
service and consumers
at its center, your
Company’s management
is confident that it will
not only overcome any
impending regulatory
and market challenges
but also come out a
healthier and stronger
operator, set to become
a challenger to the
incumbent leaders.”
C K
strong workforce spread over 36 countries and 42
nationalities. The hallmark of our overall leadership
development efforts has been our belief in taking “bets
on our people”. And it has indeed paid off.
Our entrepreneurial DNA also encourages risk taking
which includes taking risks with people, of course with
safety nets. We believe that people are endowed with
immense capability - our task is to spot them, early in
their careers and provide them with suitable
opportunities to try their hand at and test their skills.
Our investment in people processes has enabled us have
a robust bench strength of talent. Our entire focus is on
ensuring that we always remain a meritocracy. This pool
of talent is developed through a series of planned
exposures, assignments and training opportunities so
that they are prepared to take on leadership roles as and
when these emerge.
Let me elucidate these aspects with an overview of our
talent management and leadership development
processes.
Two new programmes namely “Step UP” and “Turning
Point” have been launched. These aim primarily to
prepare Departmental Heads and Functional Heads for
the next stage of their career development as Functional
heads and Cost Centre heads respectively. The first pilot
batches have already undergone the initial rounds of
training. These programmes will be further
institutionalized.
Last year, I had alluded to the launch of our P&L Leaders
Development Program, called – “The Cutting Edge”. The
objective of this program is to prepare our high-
performing functional heads to take on P&L roles. The
program has taken off to a solid start. The first batch of
participants has been already absorbed in the global
immersion program across 4 different countries. The
second batch of “The Cutting Edge” will soon start their
programme.
To augment talent on the technical side, we have also
been hiring, for the first time, a select set of
manufacturing professionals directly at the Group level
– The first group has already moved into our businesses.
“Our entrepreneurial DNA
also encourages risk
taking which includes
taking risks with people,
of course with safety
nets. We believe that
people are endowed with
immense capability - our
task is to spot them,
early in their careers and
provide them with
suitable opportunities
to try their hand at and
test their skills.”
C K
Our in-house learning university ‘Gyanodaya’ is a globally
benchmarked institution. It leverages resources from
around the world to meet the development needs of our
leadership. Last year it had 28,000 touch points and
partnered with several external institutions and
corporations for collaborative learning. More than a 1,000
executives take courses at Gyanodaya each year.
Alongside, we have institutionalized global career paths
- driven both by the individual and the organization’s
needs. To a great extent this allows an individual to ‘take
charge of his own career’. We leverage vacancies across
the Group and stimulate talent mobility by identifying
and moving leaders across geographies and functions
and into new roles as part of their career development.
Development for us today means providing people
opportunities to learn from their work rather than taking
them away from their work to learn.
Let me give you some statistics relating to fast tracking
of talent. Since April 2011, from our management cadre
comprising of 37,600 colleagues 15%, i.e. 5,824 have
been promoted, 18% i.e. 6,481 have moved roles and 12%
i.e. 4,543 have moved location.
Additionally, we seek feedback in an institutionalized
way and conduct conversations with our people across
the Group to gauge their engagement with our Group.
We call it ‘Vibes’. The Vibes survey is carried out by a
global reputed external HR research agency. This year
94% of our 35,000 Executives participated in the Vibes
survey – which is an indication of their engagement with
the Group. It was very heartening for me to see that 92%
of employees have an overwhelming sense of pride in
our Group. More than 80% are engaged employees and
again over 90% say that they understand the connect
between their work and goals of business.
Today, we are reckoned as an Employer of Choice that
offers a World of Opportunities for talent.
I take great pride in sharing with you that our Group
(Aditya Birla Group) has topped Nielsen’s Corporate
Image Monitor 2012-13. An extract from their media
release would interest you –
“Aditya Birla Group has emerged as the Number 1
corporate, the ‘Best in Class’ across all the six pillars of
“It was very heartening
for me to see that 92% of
employees have an
overwhelming sense of
pride in our Group. More
than 80% are engaged
employees and again over
90% say that they
understand the connect
between their work and
goals of business. Today,
we are reckoned as an
Employer of Choice that
offers a World of
Opportunities for talent.
I take great pride in
sharing with you that our
Group (Aditya Birla Group)
has topped Nielsen’s
Corporate Image Monitor
2012-13.”
C K
Corporate Image, according to the annual Corporate
Image Monitor 2012-13, conducted by Nielsen, a leading
global provider of insights and information into what
consumers watch and buy. The six pillars of Corporate
Image comprise of Product & Service quality, Vision and
Leadership, Workplace Management, Financial
Performance, Operating style and Social responsibility.
Nielsen’s Corporate Image Monitor measures the
reputation of the 40 leading companies in India across
sectors and serves as an important indicator of the
strength of the corporate brand”.
The survey was conducted among policy makers, the
financial media, financial analysts, investors,
professionals from the corporate sector and the general
public across 7 metros. The 40 corporates covered in this
survey were selected using The Economic Times-500 and
the Business Today-500 list of listed companies. Nielsen
is a global market research company, headquartered in
New York and operating in 60 countries.
In sum
Let me conclude that we have strong Balance Sheets,
robust cash-flows and gearing levels well within
reasonable limits. The global presence of our Group and
the experience of operating in 36 countries invests us
with the strength to acquire assets or grow organically
anywhere in the world in different business
environments.
And finally, our indomitable strength of running low cost,
highly-efficient and vastly productive operations,
through our embedded culture of continuous
improvement and innovation, will see us through good
times as well as tough times.
Yours sincerely,
Kumar Mangalam Birla
“Our indomitable
strength of running low
cost, highly-efficient and
vastly productive
operations, through our
embedded culture of
continuous improvement
and innovation, will see
us through good times as
well as tough times.”
C K
C K
Contents
1 Corporate Information
3 Performance Highlights
5 Key Performance Indicators
7 Management Discussion and Analysis Report
15 Directors’ Report
23 Corporate Governance Report
37 Business Responsibility Report
49 Auditors’ Report
54 Balance Sheet
55 Statement of Profit and Loss
56 Notes forming part of the Financial Statements
83 Cash Flow Statement
Consolidated Financial Statements
85 Auditors’ Report
86 Consolidated Balance Sheet
87 Consolidated Statement of Profit and Loss
88 Notes forming part of the Consolidated Financial Statements
112 Consolidated Cash Flow Statement
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Corporate Information
Board of Directors
Mr. Kumar Mangalam Birla Chairman
Mrs. Rajashree Birla Non-Executive Director
Dr. Rakesh Jain Non-Executive Director
Mr. Biswajit A. Subramanian Non-Executive Director
Dr. Shridhir Sariputta Hansa Wijayasuriya Non-Executive Director
Mr. Sanjeev Aga Non-Executive Director
Mr. Arun Thiagarajan Independent Director
Mr. Gian Prakash Gupta Independent Director
Mr. Mohan Gyani Independent Director
Ms. Tarjani Vakil Independent Director
Mr. R.C. Bhargava Independent Director
Mr. P. Murari Independent Director
Ms. Madhabi Puri Buch Independent Director
Mr. Himanshu Kapania Managing Director
Mr. James Maclaurin Alternate Director to Dr. Shridhir Sariputta Hansa Wijayasuriya
Chief Financial Officer
Mr. Akshaya Moondra
Company Secretary
Mr. Pankaj Kapdeo
Auditors
Deloitte Haskins & Sells
Chartered Accountants
706, B Wing,
ICC Trade Tower,
Senapati Bapat Road,
Pune – 411 016
Registered Office
Suman Tower,
Plot No. 18, Sector – 11,
Gandhinagar – 382 011
Gujarat
Corporate Office
Windsor, 5th Floor,
Off CST Road,
Near Vidya Nagari, Kalina,
Santacruz (East),
Mumbai – 400 098
Registrar and Share Transfer Agents
Bigshare Services Pvt. Ltd.
E-2 & 3, Ansa Industrial Estate,
Saki-Vihar Road,
Sakinaka,
Andheri (East),
Mumbai - 400 072
Website
http://www.ideacellular.com
1
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Performance Highlights
Robust Growth in Top Line
` bn
67.4
101.5
125.0
155.0
195.4
224.6
FY08 FY09 FY10 FY11 FY12 FY13
Robust Growth in EBITDA
22.7
28.4
34.1
37.9
50.9
60.0
FY08 FY09 FY10 FY11 FY12 FY13
` bn
Robust Growth in Cash Profits
19.8
23.5
30.6
34.1
40.3
49.8
FY08 FY09 FY10 FY11 FY12 FY13
` bn
Net Profits
` bn
10.4
8.8
9.5
9.0
7.2
10.1
FY08 FY09 FY10 FY11 FY12 FY13
3
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5
Key Performance Indicators
EoP Subscribers
2008 2009 2010 2011 2012 2013
24
39
64
90
113
122
(in Mn.)
Revenue Market Share*
2008 2009 2010 2011 2012 2013
9.7%
11.1%
12.4%
13.2%
14.3%
14.9%
(in %)
Minutes of Usage
2008 2009 2010 2011 2012 2013
86
154
225
363
453
532
(in Bn)
Cellsites Count
2008 2009 2010 2011 2012 2013
29
50
66
74
83
90
(in ‘000)
*Based on gross revenue for Mobile and UAS Licenses, released by the TRAI
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7
Annual Report 2012-13
Management Discussion And Analysis Report
Indian Wireless Sector
The Indian wireless sector continued to expand its reach with
the addition of more than 40 million VLR (active) subscribers
during the year. However, revenue growth for the sector during
the Financial Year 2012-13 remained subdued, and was lower
than that of Financial Year 2011-12. The uncertain, complex and
litigation prone regulatory environment, arising out of
cancellation of licenses by Supreme Court in February 2012 and
subsequent adoption of astronomical reserve prices for
spectrum auctions by Government, continued diverting energies
from operations to regulation.
The spectrum auction in November 2012 witnessed a luke-warm
response from operators, with reacquisition of only ~1/7th
of
cancelled licenses. In terms of quantum of spectrum, out of the
total 236 blocks of 1.25 MHz put to auction in 1800 MHz band,
only 102 blocks were taken up, while no bids were placed for
the service areas of Mumbai, Delhi, Karnataka and Rajasthan.
There were no participants in the auction for spectrum in 800
MHz band. The second round of spectrum auction in March,
2013, which was limited to 3 ‘Metro’ service areas for 900 MHz
and limited to 4 service areas for 1800 MHz (where no bids were
received in November 2012 auction) with 30% reduction in
reserve price of November 2012 auction, witnessed no
participation at all. For auction in 800 MHz band with 50%
reduction in reserve price, which was conducted for all 22 service
areas, there was only one bidder, bidding/winning spectrum in
only 8 service areas out of the 21 service areas for which its
licenses were cancelled.
These events led to contraction of capacities in some of the
service areas. This coupled with stretched financial performance
of the marginal operators, reduced the tariff led competition.
As a result, the realisation remained almost stable.
The industry subscriber base reached 867.8 Mn, a penetration
of 70.85%. However with the VLR (active) subscriber ratio of
83.3%, the real penetration stands at around 59%, reflecting the
significant growth potential for voice business in the coming
years. The 3G network coverage was further expanded during
the year by most of the strong operators, resulting in improved
data revenues. With the latent demand for broadband coupled
with growing availability and usage of smart phones, 3G services
hold the key for the data growth in the sector.
Discussion on Idea’s Operational Performance and Consolidated
Financial statements
Mobile Business
Your Company is a pan India wireless operator providing GSM
based mobile services in all 22 service areas of the Country. In
addition, the Company won 3G spectrum in 11 services areas
and currently provides 3G services in 20 service areas, including
roaming arrangements with other operators for 10 service areas.
Your Company holds a leadership position in revenue market
share in 4 service areas (representing 21.3% of Industry wireless
revenue) and among the top 3 operators in 11 service areas
(representing 60.2% of Industry wireless revenue). These 11
service areas contribute over 83.1% of mobile revenues. Your
Company is focused on expansion in these service areas to
further consolidate its leadership position. Seven operating
licenses (representing 20.5% of Industry wireless revenue and
4.7% of Company revenues) of the Company were cancelled by
Supreme Court in February 2012, which were
re-acquired in November 2012 auctions. These 7 service areas,
where the commercial operations were started in FY 09-10, are
gestating in terms of profitability. With reduction in competitive
intensity, your Company intends to increase its coverage and
market share in these service areas to achieve break even.
Long Distance and Other Services
Your Company holds licenses for NLD, ILD and ISP services. Its
fibre cable transmission network (owned as well as under IRU
arrangement with other telecom operators) expanded to
74,000 kms, compared to 65,000 kms a year ago. Your Company
has also increased the OFC PoPs to over 2,308 PoPs in 128 cities
and linked highways. The fibre network optimally serves its 2G/
3G/NLD/ ILD/ ISP/Wireless Broadband needs.
Idea NLD currently carries around 95% of Idea’s captive NLD
minutes. Idea ILD now handles over 99% of captive ILD outgoing
minutes, besides bringing large volume of incoming minutes
from top international carriers across the globe. The ISP services,
which were launched in FY 11-12, to cater for the captive
requirement of mobile business, currently handles more than
86% of captive requirements. It is also ready to offer alternative
choice to small ISPs and enterprise customers for their wholesale
internet backhaul needs.
Telecom Infrastructure
Your Company continued to expand its 2G and 3G network.
It has a network of 90,094 2G sites as on March 31, 2013, adding
6,904 2G cell sites during the year. Your Company has also
increased its 3G presence with launch of 4,315 3G cell sites,
taking the 3G cell site count to 17,140 by end of the financial
year in the 10 service areas where it provides 3G services with
own spectrum. Your Company and its subsidiaries own
9,401 towers with a tenancy of over 1.57 and additionally
11,094 towers are under IRU arrangement with Indus Towers
Limited (Indus), which will get vested into Indus upon the scheme
of amalgamation becoming effective.
3G services
Your Company, in 2010, won spectrum in 2100 MHz band in
11 service areas. Your Company’s 3G investment plans are on
track with high speed broad band services now available in
20 service areas (including those with roaming arrangements),
with around 5.1 Mn subscribers actively using 3G platform and
enjoying wireless broadband services.
Revenue Market Share
Improvement in the Revenue Market Share (RMS) remained as
one of the key focus areas for your Company. It has increased
its all India revenue market share from 15.0% in
Q4 FY 11-12 to 15.7% in Q4 FY 12-13, consolidating its national
position.
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8
IDEA CELLULAR LIMITED
Quality Subscriber Base
Your Company has always stringently monitored the quality of
its subscriber base. The subscriber base of the Company stands
at 121.6 Mn as at end March 31, 2013 compared to 112.7 Mn at
the end of last year, an increase of 7.9%. The Company retained
its leadership position with 98.9 % of reported subscribers as
active (VLR) subscribers, as per data released by TRAI as of
March, 2013. Your Company has gained 37.2 % of total VLR
subscribers added by the Mobile Industry during the year. Its
VLR subscriber market share stands at 16.6% as at the March
31, 2013 compared to a reported subscriber market share of
14.0 %, reflecting the true competitive strength of your
Company.
Mobile Number Portability
While the number of the subscribers who opted for the Mobile
Number Portability (MNP), a facility which allows customers to
change their operator while retaining their mobile number (in
the same service area), continues to grow, they are not very large
in numbers. However, the trends emerging from MNP are clearly
distinguishing the strong operators in terms of customers’
preference for better quality of services and brand value, thereby
reflecting the market power of the operators. With the net gain
of 6.7 Mn subscribers since the launch of MNP and the lowest
port-out ratio of 59 subscribers against every 100 port-in
subscribers, Idea leads the industry.
Idea’s success on the MNP front clearly shows the strength of
its seamless network coverage, low call drop rate, better voice
quality, advanced and precise billing systems, customer oriented
call centers and innovative/competitive product offerings.
Non Voice Revenue
The fixed line wired broadband penetration remains at around
1% in India, allowing your Company to capitalize on the
significant growth opportunity offered by the data segment. The
expansion of 3G network in last few years since the launch of
3G services in FY 10-11, has resulted in improved share of Non
Voice Revenue in the total revenue. The growth in Non Voice
revenue is primarily driven by growth witnessed in data revenue,
while other Non Voice revenue remained almost flat. Your
Company continues to launch innovative product offerings, with
high quality content, to improve its share of Non Voice revenue.
Power Brand
Idea is envisioned as a ‘Champion’ brand, driven by a cause. Our
mission is to shift paradigms, making mobile telephony a way
of life. To be a leader in the fast changing telecom industry, it is
important to be ahead of the times. Idea represents innovation
and vitality, is imaginative and future ready. Idea strives to build
preference for the brand through its services.
Idea’s communication has been about simple ideas that have
the potential to change your life. It paints a picture of possibilities
that lift mobile telephony from just communication to being an
enabler of positive change in the lives of millions. We have
creatively used the role mobile services is playing in uniting the
country and providing innovative suggestions to long standing
societal issues. The brand communication is designed to be
perceived as humane, caring, warm and friendly.
This framework has led to the creation of some very noticeable
and memorable advertising like the ‘Caste War’, ‘Education for
all’, ‘Use Mobile Save Paper’, ‘Break the Language Barrier’,
‘Population’ (India busy on Idea 3G), and ‘Old Idea – New Idea’
which have not only won many awards but also millions of hearts.
Idea’s advertising over the years has found its way into the
popular culture with its catch phrases like “What an idea, Sirjee”,
“no Idea – get Idea” etc. becoming part of common man’s lingo.
This year saw the nation sway to the tune of “honey-bunny” song.
The highly viralled campaign got stupendous response from
online and offline audience alike. The campaign that had its
tagline as “Idea rings all India”, and established Idea’s all India
presence, could not have come at a more opportune time, just
when Idea had won back licenses in seven circles. This was
followed by another thought provoking advertising campaign –
“Telephone Exchange”. It addressed not so much a societal issue
but an endearingly “closer to my life” story with the potential of
impacting a very large part of the society. Synthesizing two
simple insights (a) empathy in personal relationships is the first
casualty of today’s fast paced and stressful life, and (b) our
mobile phone is a true reflection of who we are and what’s going
on in our lives, the campaign aptly brought alive the core
insight -“ek doosre ko samajhne ke liye telephone exchange,
what an idea!”.
These two large campaigns were peppered with a series of short
bursts of festive campaigns. It blended the spirit of celebration
with India’s pluralistic society into a simple yet powerful thought
– “it is a good idea to celebrate festivals of all religions, no matter
what faith one may follow”. The campaign thought was brought
alive through a number of films on Diwali, Eid, Christmas, Holi
and even Valentine’s Day. The campaign continues with more
festivals to come.
Idea is the fastest growing leading telecom operator in the
world’s fastest growing telecom market. It’s brand building
efforts have been recognized in various forums, both national
as well as international.
New Initiatives
Launch of Wi-Fi services
Your Company soft launched its Wi-Fi services in Pune and
Ahmedabad. It launched both, prepaid and postpaid plans, and
provides upto 2MBPS of broadband speed.
STANDALONE FINANCIAL RESULTS
Revenues
Revenues and Other Income for the year ended March 31, 2013,
stood at ` 220,869 Mn, as compared to ` 193,223 Mn during the
previous year, registering a growth of 14.3%, against the industry
average growth of 9.2% in the current year. Non-voice revenues
from subscribers grew at 25.6 % over the previous year.
Revenues from International Long Distance services, forming
part of total revenues after inter segment eliminations, were
` 2,317 Mn.
Operating Expenses
Operating Expenses stood at ` 169,304 Mn (76.7% of total
revenues) vis-à-vis ` 150,095 Mn for the previous year (77.7% of
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Annual Report 2012-13
total revenues). Of the total Operating Expense of 76.7% of
revenues, Personnel Expenditure accounted for 4.5%, Network
Operating Expenses 28.8%, License and WPC charges 11.2%,
Roaming and Access Charges 18.2%, Subscriber Acquisition and
Servicing Expenses 9.7%, Advertisement & Business Promotion
Expenditure 2.1% and Other Expenditure 2.2%. The composition
of total operating expenses (amount and %age to total operating
expenses) is as follows:
Profit before Interest, Depreciation and Amortisation
The high revenue growth of your Company coupled with better
cost management resulted in the Profit before Interest,
Depreciation and Amortisation to increase from ` 43,128 Mn
for the previous year to ` 51,565 Mn for the year ended March
31, 2013. The EBITDA margin for the current financial year stood
at 23.3% compared to 22.3% for the previous year.
Depreciation, Amortisation and Finance Charges
Depreciation and Amortisation expenses rose by 19.2% to
` 30,544 Mn for the year ended March 31, 2013 as against
` 25,628 Mn for the previous year. Net Finance Charges for the
year reduced from ` 9,078 Mn to ` 8,135 Mn largely due to higher
treasury income and lower foreign exchange loss during the
current year.
Profits and Taxes
Profit before Tax stood at ` 12,886 Mn, against ` 8,423 Mn for
the previous year, up by 53.0% over the previous year. Cash Profit
increased by 27.4% over the previous year and stood at
` 43,430 Mn.
The tax charge consisting of deferred tax stood at ` 4,704 Mn.
Net Profit for the year ended March 31, 2013 was higher by 41.9%
at ` 8,183 Mn.
Capital Expenditure
Your Company successfully bid for 1800 MHz spectrum band in
the auction held in November 2012 and incurred ` 20,313 Mn
(` 19,849 Mn to win back spectrum in the seven service areas
where its operational licenses were cancelled and ` 464 Mn for
one additional block of spectrum for Bihar service area) and also
incurred ` 60 Mn for acquiring fresh licenses for these seven
service areas.
Additinally your Company incurred a capital expenditure
(including capital advances) of ` 37,542 Mn.
Balance Sheet
During the year, the paid-up equity share capital of your
Company increased by ` 55 Mn, due to issuance of 5,476,656
equity shares to the employees, pursuant to exercise of stock
options granted under Employee Stock Option Scheme, 2006
(ESOS-2006). The reserves of your Company increased from
` 96,257 Mn to ` 107,056 Mn due to current year’s profits,
premium amount on issue of shares under ESOS-2006, credit to
securities premium (refer Note 29 to the standalone financials),
which was partially offset by the proposed dividend and dividend
distribution tax on same. The total shareholders’ funds stood at
` 140,199 Mn as at March 31, 2013.
Total loans outstanding as at March 31, 2013 were ` 129,481
Mn, an increase by ` 8,525 Mn, mainly due to deferred payment
liability towards the purchase of spectrum under auction.
Deferred Tax liability as at March 31, 2013 stood at ` 10,231 Mn.
Other Liabilities and provisions increased from ` 54,012 Mn to
` 64,355 Mn.
The Gross Block and Net Block [including Capital Work in
Progress (CWIP)] was at ` 420,415 Mn and ` 267,820 Mn
respectively as at March 31, 2013. As on March 31, 2013,
investment in subsidiaries and liquid mutual funds was
` 16,377 Mn and ` 9,296 Mn respectively. Other Assets increased
by ` 1,067 Mn and stood at ` 50,774 Mn.
Cash Flow Statement
Your Company generated ` 57,083 Mn from operating activities
which was primarily used for purchase of fixed assets (` 32,100
Mn), net repayment of borrowings (` 8,909 Mn) and payment of
interest and financing charges (` 8,055 Mn).
Cash and cash equivalents as on March 31, 2013 stood at
` 10,408 Mn, an increase of ` 9,108 Mn.
CONSOLIDATED FINANCIAL RESULTS
Revenues
Revenues and Other Income earned for the year ended March
31, 2013, was ` 224,577 Mn, as compared to ` 195,412 Mn during
the previous year, registering a growth of 14.9%, against the
industry average growth of 9.2%. Non-voice revenues from
subscribers grew at 25.6% over the previous year. Revenues from
International Long Distance services, forming part of total
revenues after inter segment eliminations, were ` 2,317 Mn
while revenues from Passive Infrastructure services were
` 1,041 Mn.
Operating Expenses
Operating Expenses were at ` 164,531 Mn (73.3% of total
revenues) vis-à-vis ` 144,489 Mn for the previous year (73.9% of
total revenues). Of the total Operating Expense of 73.3% of
revenues, Personnel Expenditure was 5.0%, Network Operating
Expenses 24.7%, License and WPC charges 11.0%, Roaming and
Access Charges 17.9%, Subscriber Acquisition and Servicing
Expenses 9.1%, Advertisement & Business Promotion
Expenditure 2.1% and Cost of Goods sold, Administration & Other
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IDEA CELLULAR LIMITED
Expenditure 3.5%. The composition of total operating expenses
(amount and %age to total operating expenses) is as follows:
Profit before Interest, Depreciation and Amortisation
The high revenue growth of your Company coupled with better
cost management resulted in the Profit before Interest,
Depreciation and Amortisation to go up from ` 50,923 Mn for
the previous year to ` 60,046 Mn for the year ended March 31,
2013. The EBITDA margin for the current financial year stood at
26.7% compared to 26.1% for the previous year.
Depreciation, Amortisation and Finance Charges
Depreciation and Amortisation expenses were higher by 16.7%
to ` 34,778 Mn for the year ended March 31, 2013 as against
` 29,813 Mn for the previous year. Net Finance Charges for the
year reduced from ` 10,557 Mn to ` 9,495 Mn largely due higher
treasury income and lower foreign exchange loss during the
current year.
Profits and Taxes
For the year ended March 31, 2013, Profit before Tax stood at
` 15,773 Mn, against ` 10,553 Mn for the previous year an
increase of 49.5% over the previous year. Cash Profit increased
by 23.7% over previous year and stood at ` 49,794 Mn.
The tax charge, mainly consisting of deferred tax stood at ` 5,664
Mn Net Profit for the year ended March 31, 2013 was higher by
39.8% at ` 10,109 Mn.
Capital Expenditure
Your Company successfully bid for 1800 MHz spectrum band in
the auction held in November 2012 and incurred ` 20,313 Mn
(` 19,849 Mn to win back spectrum in the seven service areas
where its operational licenses were cancelled and ` 464 Mn for
one additional block of spectrum for Bihar service area) and also
incurred ` 60 Mn for acquiring fresh licenses for these seven
service areas.
Furthermore your Company incurred a capital expenditure
(including capital advances) of ` 41,441 Mn.
Balance Sheet
During the year, the paid-up equity share capital of your
Company increased by ` 55 Mn, due to issuance of 5,476,656
equity shares to the employees pursuant to exercise of stock
options granted under Employee Stock Option Scheme, 2006.
Its reserves increased from ` 97,394 Mn to ` 109,890 Mn due to
current year’s profits, premium amount on issue of shares under
ESOS, 2006, credit to securities premium (refer Note 29 to the
consolidated financials), and partially offset by dividend and
dividend distribution tax. The total shareholders’ funds stood
at ` 143,034 Mn as at March 31, 2013.
Total loans outstanding as at March 31, 2013 were
` 140,438 Mn, an increase by ` 7,066 Mn, mainly due to deferred
payment liability towards the purchase of spectrum under
auction. Deferred Tax liability as at March 31, 2013 stood at
` 11,180 Mn. Other Liabilities and provisions (including
CompulsorilyConvertiblePreferenceSharesissuedbyasubsidiary
company) increased from ` 56,224 Mn to ` 69,129 Mn.
The Gross Block and Net Block [including Capital Work in
Progress (CWIP)] stood at ` 474,860 Mn and ` 300,350 Mn
respectively as at March 31, 2013. Investment in liquid mutual
funds increased by ` 9,304 Mn to ` 10,280 Mn as at March 31,
2013. Other Assets increased by ` 4,450 Mn and stood at
` 53,151 Mn.
Cash Flow Statement
Your Company generated ` 62,971 Mn from operating activities
which was primarily used for purchase of fixed assets (` 35,200
Mn), net repayment of borrowings (` 10,368 Mn) and payment
of interest and financing charges (` 9,283 Mn).
Cash and cash equivalents as on March 31, 2013 were at
` 11,658 Mn, an increase of ` 9,209 Mn.
Human Resources
The human resource philosophy and strategy of your Company
has been designed to attract and retain the best talent, creating
workplace environment that keeps employees engaged,
motivated and encourages innovation. This talent has, through
strong alignment with your Company’s vision, successfully built
and sustained your Company’s standing as one of India’s most
admired and valuable corporations despite unrelenting
competitive pressures. Your Company has fostered a culture
that rewards continuous learning, collaboration and
development, making it future ready with respect to the
challenges posed by ever-changing market realities. Employees
are your Company’s most valuable assets and your Company’s
processes are designed to empower employees and support
creative approaches in order to create enduring value. Your
Company’s unflagging commitment to investing in talent
development ensures performance and achievement of the
highest order. The employee strength on rolls stood at 9,746
as on March 31, 2013.
Responsible Growth and Sustainability
Driven by its socially conscious parent Group, your Company
stays committed to the cause of giving back to the environment
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Annual Report 2012-13
and society. Your Company sees its association with social
causes as a part of its core purpose and the same is projected
through both business activities and employee contributions.
Social Responsibility
Your Company’s advertising has earlier tried to explore mobility
based solutions to the challenges faced by society through
campaigns based on ‘World without Caste’, ‘Going beyond the
Language Barrier’, ‘Education for All’ and ‘Use Mobile, Save
Paper’. Idea’s network covers over 308,000 villages and towns
to bring into its ambit a large share of rural mobility subscribers.
Your Company has consciously expanded its network coverage
and invested in the strife ridden Naxalite belts of Chhattisgarh,
Jharkhand, Maharashtra and Andhra Pradesh as well as into
tribal and economically depressed regions of other states to
promote inclusiveness and to make available to those citizens
of our country the advantages of mobile communication. To
promote localization of manufacture, which in turn would
generate employment, we encouraged a SIM Card supplier to
move his factory setup from outside the country to set it up in
Bangalore. Your Company has also worked with global
companies and has encouraged them to develop local vendors
for imported equipments like antennas.
Your employees are making an ongoing contribution of around
` 4 lacs per month through its payroll to Give India foundation
which works with over 200 NGOs working for various charitable
causes.
Through the year several blood donation camps were organized
by its offices across cities in India as well as specific visits to
houses and schools for underprivileged were organized on the
occasion of Women’s Day, etc. During the Joy of Giving week,
employees donated a total of around ` 7.8 lacs in cash and 350
cartons of clothes and other items for the lesser privileged.
Your Company is clear that its growth paradigm will be built on
Porter’s ‘Shared Value’ model.
Environmental Sustainability
Your Company continues to drive the efforts towards
environmental sustainability by reducing carbon footprint and
energy consumption.
It has started voluntarily measuring its carbon footprint and is
taking initiatives which will reduce its energy consumption. Your
Company operates its base stations with one of the highest
tenancy ratios in the industry and has the highest proportion of
outdoor BTS amongst operators. It has progressively introduced
low power consuming hardware in its network. It has already
started commercially deploying alternate energy solutions to run
its base stations – those already deployed include solar power
and hydrogen fuel cell run sites. Your Company is currently
working on a project which will use solar power to reduce its
MSC energy consumption as well.
EMF radiation emanating from mobile cell-sites has made much
news in the recent times, unfortunately for the wrong reasons.
In this regard, one will note that the norms laid down for
permissible radiation by the Department of Telecommunication
(DoT) of the Government of India are 10 times more stringent
than the widely accepted global norms for EMF radiation. All cell-
sites of your Company operate within these DoT laid stringent
radiation norms and new sites go on-air only on meeting the
prevailing radiation norms.
Your Company has in the past reduced the size of its SIM-card
pack twice to come to the current ‘pico SIMs’ and thereby
reducing plastic usage by more than 70%. There is a formal
documented policy in place for Electronic Waste Disposal. This
policy not only takes care of but also tries to exceed all
government norms for disposal of electronic waste like PCBs,
batteries, telecom equipment.
All these contribute towards reduction in emissions and are an
effort towards ‘Going Green’.
Risk Management
Your Company has developed the Risk Management framework
which ensures compliance with the requirements of clause 49
of the Listing Agreement. The management regularly follows the
process of risk identification, risk evaluation, risk prioritisation
and development of risk mitigation plans. The framework
requires that the Audit Committee be periodically informed
about risk minimization procedures adopted by your Company.
These processes are periodically reviewed. The various risks,
including the risks associated with the economy, regulation,
competition, foreign exchange, interest rate etc., are
documented, monitored and managed efficiently.
Internal Control Systems
Your Company’s internal control systems are commensurate
with the nature of its business and the size and complexity of
its operations. The internal controls cover operations, financial
reporting, compliance with applicable laws and regulations,
safeguarding assets from unauthorised use and ensure
compliance of corporate policies. All internal controls are
reviewed periodically by the internal auditors, and are subject
to management reviews with significant audit observations and
follow up actions reported to Audit Committee. The Audit
Committee actively reviews the adequacy and effectiveness of
internal control systems and suggests improvements for
strengthening them in accordance with the changes in the
business dynamics, if required.
Regulatory
Major regulatory developments for the period are:
National Telecom Policy- 2012
The Department of Telecommunications finally unveiled the new
National Telecom Policy. The thrust of NTP 2012 is to underscore
the imperative that sustained adoption of technology would
offer viable options in overcoming developmental challenges in
education, health, employment generation, financial inclusion
and much more.
NTP Mission
● Develop a robust, secure, state-of-the-art telecom network
with special focus on rural / remote.
● Create an inclusive knowledge based society through
proliferation of affordable / high quality broad band.
● Make India a global hub for telecom equipment manufacture
and a centre for converged services.
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IDEA CELLULAR LIMITED
● Promote R&D, design in cutting edge ICTE technologies /
products/services for meeting domestic/global needs.
● Promote development of new standards, generation of IPRs
and participation in International standardization bodies
● To attract investment, both domestic and foreign.
Key Targets
● Rural Tele-density : Move from current 39% to 70% by 2017,
100% by 2020
● No. of broadband connections : 175 million by 2017 & 600
million by 2020 @ 2Mbps
● Spectrum for IMT services : Make available 300 MHz by 2017
another 200 MHz by 2020.
● Broadband download speeds : revise from current 256 Kbps
to 512, 2Mbps by 2015
● Broadband access : Village Panchayats by 2014, to all
habitations by 2020
Change in Annual License Fee
On June 25, 2012 the DoT announced that a uniform license fee
rate of 8% of Adjusted Gross Revenues (AGR) shall be adopted
across all categories of service areas in two steps starting from
July 1, 2012, as follows:
Category of UASL/ Existing Annual Licenses Fees
CMTS /BASIC License rate as % of AGR
Service License Fee For period from For year
01.07.2012 to 2013-14
31.03.2013 and onwards
Metro/Category ‘A’ 10% 9% 8%
Category ‘B’ 8% 8% 8%
Category ‘C’ 6% 7% 8%
Further w.e.f. 01.07.2012, the annual license fee and spectrum
charges are payable by the operators on ‘actual AGR’ basis
subject to a minimum presumptive AGR. The minimum
presumptive AGR will be announced by licensor every year basis
of TRAI review & recommendations.
Guidelines for Auction of spectrum in 1800 MHz and 800 MHz
On July 3, 2012 the DoT issued guidelines on Auction of spectrum
in 1800 MHz and 800 MHz band. The key highlights were:
● Eligibility Criteria: Holder of CMTS/UAS Licenses or who
fulfills the eligibility for award of Unified License (UL) and
the companies/licensees whose licenses are slated to be
quashed as per the direction of Supreme Court will be
treated as new entrants.
● Auction of 1800 MHz band: A minimum of 8 blocks each of
1.25 MHz (10 MHz) across all circles will be put to auction.
In addition, a provision may also be made for spectrum upto
3 blocks each of 1.25 MHz (3.75 MHz), wherever available
for topping upto the 8 blocks of spectrum put for auction
i.e. upto a total of 11 blocks each of 1.25 MHz to meet the
requirement of new entrants, if such an exigency arises. For
existing operators a maximum of 2 blocks of 1.25 MHz to
be allowed. New entrants can bid for min 4 blocks and one
additional block of 1.25 MHz each.
● Auction of 800 MHz band: 3 blocks each of 1.25 MHz (3.75
MHz) will be put to auction. In addition, a provision may also
be made for spectrum of 1 block of 1.25 MHz, wherever
available, for topping up the 3 blocks of spectrum to meet
the requirement of new entrants, if such an exigency arises.
For existing operators a maximum of 1 block of 1.25 MHz to
be allowed. New entrants can bid for minimum 2 blocks and
one additional block of 1.25 MHz.
● Liberalization of Spectrum: The spectrums to be assigned
shall be liberalized. Service providers may be allowed to
convert their existing 1800 MHz spectrum to liberalized
spectrum for a period of 20 years on payment of auction
determined price.
● Validity period of spectrum to be auctioned shall be for
20 years.
Union Cabinet decision on reserve price for spectrum auctions
The Government of India vide its press release dated August 03,
2012, announced following decision, approved by the Union
Cabinet:
● Reserve price of ` 14,000 Cr for 5 MHz pan India spectrum
in 1800 MHz band.
● Reserve price for 800 MHz band to be at 1.3 times that of
1800 MHz band.
● Existing slab rate system for Spectrum Usage Charge (SUC),
as recommended by EGoM.
November 2012 Auction of Spectrum in 1800 MHz and
800 MHz
On November 12, 2012, the Government of India conducted the
auction of spectrum in 1800 MHz band. The auction concluded
in 2 working days and at the end of the auction five operators
including your Company won the spectrum in 1800 MHz band
for certain service areas. No bids were received for the service
areas of Mumbai, Delhi, Karnataka and Rajasthan. As there were
no participants for auction in 800 MHz band, the auction was
postponed.
March 2013 Auction of Spectrum in 900/1800 MHz and
800 MHz
On January 30, 2013 the DoT issued NIA for auction of Spectrum
in 900 / 1800 MHz and 800 MHz band, to be conducted in March,
2013. The auction for 900 MHz band (spectrum held by existing
players) was limited to the service areas of Mumbai, Delhi and
Kolkata while auction for 1800 MHz band was limited to four
service areas where no bids were received in November 2012
auction and 800 MHz band auction was for pan India. No operator
applied for participation in 900/1800 MHz spectrum auction,
forcing government to cancel auction for these bands. For 800
MHz spectrum auction, a single CDMA player participated and
won spectrum in 8 service areas out of the 21 service areas for
which its licenses were cancelled.
DoT instructions on verification of subscribers
The DoT came out with fresh instructions for verification of
subscribers. The new guidelines were made effective from
November 2012. The new verification instructions has brought
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Annual Report 2012-13
in wide ranging changes in subscriber activation process,
specified changes in activation of bulk subscribers, outstation
subscribers and foreign subscribers, provided norms for change
in name and address of subscribers and also deals with issues
relating to timely disconnection, filing of FIR etc.
DoT’s order on One-time spectrum charge
On December 31, 2012, the DoT issued an order for levying one-
time spectrum charges based on the following:
● For Spectrum held beyond 6.2 MHz: Charges based on PLR
adjusted entry fee paid in 2001, for the period July 1, 2008
to December 31, 2012.
● For Spectrum held beyond 4.4 MHz: Charges based on
November 2012 auction determined price (administrative
determined reserve price, where not determined), for the
period January 1, 2013 till expiry of the license.
TRAI Amendments on Consumers Protection Regulation
These amendments relate to deactivation of cellular mobile
telephone connection of pre-paid consumer due to non-usage
(Automatic Number Retention Scheme). Briefly, the Regulation
states that no mobile connection of a prepaid consumer be
deactivated for non-usage, for a minimum period of 90 days or
such longer period. However if an amount exceeding ` 20/- or a
lesser amount, is available in the account of such consumer,
then the Service provider may deduct an amount not exceeding
` 20/-, as may be specified by the service provider, for the
extension of period of non-usage beyond 90 days, in which case
the non-usage period of the cellular connection of the consumer
shall be extended by a further period of 30 days. Further, the
Regulation also mandates that every service provider shall
implement a safe custody scheme for postpaid consumers. No
service provider shall deactivate the cellular mobile telephone
connection of a post-paid consumer for non-usage if such
consumer makes a request for safe custody of his telephone
connection and makes payment of an amount not exceeding
` 150/- for every three months or part thereof, as may be
specified by the service provider.
Other key Regulations by TRAI
a. The International Telecommunication Cable Landing
Stations Access Facilitation Charges and Co-Location
Charges Regulations, 2012 specified revised charges for
Annual Access Facilitation Charges & Annual Operation and
Maintenance Charges for capacity provided on IRU Basis and
Co-Location Charges. The downward revision of such charge
generally augurs well for our carrier business.
b. The Standards of Quality of Service for Wireless Data
Services Regulations, 2012, specified the new parameters
to ensure the Quality of data services. The parameters
include those related to Provision or activation of Data
Services, Successful data transmission download attempts
from a test server, minimum download speed from a test
server covering all tariff plans, average throughput for
packet data from a test server etc.
c. The Standards of Quality of Service Cellular Mobile
Telephone Service (Second Amendment) Regulations, 2012
(24 of 2012) prescribe financial disincentives on the service
providers for failure to meet the prescribed Quality of
Service (QoS) benchmarks for Cellular Mobile Telephone
Service. Financial disincentive on Cellular Mobile Telephone
Service operators for non-compliance with the benchmark
for the Network Service Quality Parameters, customer
service delivery norms or in event of failure to submit
compliance report on time.
Opportunities, Risks, Concerns and Threats
The revenue growth for the Indian telecom sector came down
to 9.2% in FY 12-13 (over FY 11-12), compared to 15.5% growth
achieved last year FY 11-12 (over FY 10-11). The reduced thrust
on promotional customer acquisition spending coupled with new
subscriber verification norms, led to fewer subscriber additions
to the Industry and better management of subscriber acquisition
cost. The reduced thrust on tariff led competition resulting in
stabilized and rationalized tariffs going forward along with rapid
data growth, provide opportunity for sustained revenue growth
in future. The launch of 3G services in FY 10-11 has opened up
the market for new opportunity towards data and related
applications and resulted in improved addition of data
subscribers. As the fixed line broadband market in India is not
developed, 3G should become the preferred choice for usage of
any broadband based application in future, though lower
penetration of Smartphone remains a challenge. While, the
Company continues to grow in terms of voice revenues, it is
focused towards increasing subscriber base in 3G space and
building future ready network for data opportunity. The
Company believes that data offers substantial opportunity in
coming years.
The regulatory environment governing telecom sector in India
is currently uncertain and prone to litigations. Your Company
has several ongoing litigations, the adverse determination of
which is a risk. Your Company believes in sound Corporate
Governance Practices and believes that these litigations would
be settled in due course to the best interest of all stakeholders.
The seven initial licenses of your Company followed by two other
licenses, all with an initial spectrum allocated in 900 MHz band,
are due for extension in December 2015 and April 2016
respectively. Apart from these nine licenses, another lot of six
licenses with spectrum in 1800 MHz band are due for extension
between FY 2022 to FY 2027. The Company runs a risk of
extension at unfavorable terms. The Company is hopeful that
the continuation of services on a level playing field and
protection of investment will be ensured by the Government in
the interest of all stakeholders like subscribers, employees and
shareholders.
Your Company works with various local, state and central
agencies for specific permissions to operate its mobile licenses
and is required to meet various regulatory/policy guidelines of
the DoT. Your Company takes best effort to adhere to all such
requirements.
The Company’s business is dependent on key Network and IT
equipment suppliers for management and continuity of its
Network, IT and business processes. Your Company is in
partnership with global leaders in Network equipment and IT
services and enjoys very long standing healthy relations with all
its suppliers.
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IDEA CELLULAR LIMITED
The telecom sector is characterized by technological changes
and competition from new technologies is an inherent threat.
However, till date, the Indian telecom sector has not faced any
disruptive phase arising out of any technological changes. Your
Company, with an assortment of spectrum in 900/1800/2100
MHz has an attractive spectrum footprint to adapt to any future
technological changes.
Outlook
The strong and customer focused wireless operators should
continue to exploit the growth opportunities offered by the
second largest wireless market (by number of subscribers) in
the world, in both voice as well as data segment. Though, some
of the recent regulatory developments are posing a temporary
Cautionary Statement
Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations
may constitute a “forward-looking statement” within the meaning of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations
include economic conditions affecting demand/supply and price conditions in the domestic markets in which the Company operates,
changes in the Government Regulations, tax laws and other statutes and other incidental factors.
bottleneck to growth, your Company believes that in the
longrun,thesewouldimpactalloperatorssimilarly.Theoperators
with superior networks, superior quality of services, superior
brand image, superior organization and superior management
processes, would keep on consolidating their competitive
positions in the Indian telecom sector. During the last few years,
Idea has shown continuous improvement across all the operating
parameters, while consolidating its position as the No. 3 operator
inthewirelessmarket.Theclearvisionofyourcompanyandsheer
passion for excellent execution has not only improved its position
in the service areas where it started operations in the last 3 years,
but also increased the RMS in its leadership service areas. Your
Company remains confident to sail over this uncertain regulatory
phase and consolidate its position the wireless market.
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Annual Report 2012-13
Directors’ Report
Dear Shareholders,
Your Directors are pleased to present the eighteenth Annual
Report, together with the audited financial statements of the
Company for the financial year ended March 31, 2013.
Financial Results
The standalone and consolidated financial results of your
Company for the financial year ended March 31, 2013 are
summarised below:
` Mn
Particulars Standalone Consolidated
2012-13 2011-12 2012-13 2011-12
Income from Services 220,434 192,753 224,075 194,887
Other Income 435 470 502 525
Total Revenue 220,869 193,223 224,577 195,412
Operating Expenses 169,304 150,095 164,531 144,489
EBITDA 51,565 43,128 60,046 50,923
Depreciation and Amortisation 30,544 25,628 34,778 29,813
EBIT 21,021 17,501 25,268 21,110
Interest and Financing charges 8,135 9,078 9,495 10,557
EBT 12,886 8,423 15,773 10,553
Taxes 4,703 2,657 5,664 3,323
Profit after Tax 8,183 5,765 10,109 7,230
Operations Review
Your Company maintained its track record of continued superior
performance in terms of revenue growth year on year and grew
faster than the industry. The revenue market share of your
company increased from 15.0% in Q4 FY 11-12 to 15.7% in
Q4 FY 12-13.
The total subscriber base of your Company as on March 31, 2013
was 121.6 Mn, representing an increase of 7.9% over the
previous year. On a national basis, your Company’s subscriber
market share stood at 14.0% as of March 31, 2013 compared to
12.3% as of March 31, 2012. The percentage of active subscriber
base to total subscriber base at 98.9% is best in the industry.
Your Company’s 3G investment plans are on track with high
speed broad band services now available in 20 service areas
(including those with roaming arrangements), with around
5.1 Mn subscribers actively using the Company’s 3G platform
and enjoying wireless broadband services.
Your Company’s total minutes of usage on the network for the
financial year 2012-13 crossed 532 billion minutes, maintaining
its position among the top 10 Telecom Operators in the world.
On a standalone basis, the total revenues of your Company were
` 220,869 Mn, representing a growth of 14.3% over the previous
year, primarily driven by 17.4% growth in total minutes of use.
The EBITDA also increased to ` 51,565 Mn, representing a growth
of 19.6% over the previous year.
The Profit after Tax stood at ` 8,183 Mn, a rise of 42% as
compared to the previous year, led by an increase in EBITDA and
lower Finance & Treasury charges. As of March 31, 2013, your
Company has accumulated Profits of ` 17,174 Mn.
On a consolidated basis, the total revenues were ` 224,577 Mn,
representing a growth of 14.9% over the previous year. The
EBITDA at ` 60,046 Mn, reflects a growth of 17.9% as compared
to the previous year. The consolidated Profit after Tax stood at
` 10,109 Mn, up by 39.8% compared to the previous year.
Dividend
Your Directors are pleased to recommend a maiden dividend of
` 0.30 per equity share of ` 10/- each (3% of face value) for the
year ended March 31, 2013. The total dividend payout will
amount to ` 1,163 Mn inclusive of ` 169 Mn of dividend
distribution tax. This payment is subject to your approval at the
ensuing Annual General Meeting of the Company.
Transfer to Reserves
Out of the profit earned ` 93 Mn has been transferred to
Debenture Redemption Reserve. Further, the balance of
` 169 Mn, lying unutilized in the Business Restructuring Reserve,
created pursuant to a Scheme of Amalgamation of the erstwhile
Spice Communications Limited was transferred to the General
Reserve.
Share Capital
Your Company issued and allotted 5,476,656 Equity Shares of
` 10/- each, fully paid-up, to the option grantees pursuant to
the exercise of stock options by eligible employees under the
Employee Stock Option Scheme, 2006 (ESOS-2006) during
the year.
Consequently, the issued, subscribed and paid-up equity share
capital of your Company as on March 31, 2013 stood at
` 33,143,217,660/-, comprising of 3,314,321,766 Equity Shares
of ` 10/- each.
Credit Rating
Your Company continues to enjoy credit rating of CARE A1+ and
CRISIL A1+ for its short term debt program and CARE AA rating
for its long term debt program.
Capital Expenditure
Your Company continues to expand its reach to tap the un-
penetrated areas and enhance the quality of its network. During
the year your Company added 6,904 2G cell sites and 4,315 3G
cell sites, thereby expanding its network to 90,094 2G cell sites
and 17,140 3G cell sites.
At a consolidated level, the capital expenditure (including capital
advances) incurred during the year was ` 41,441 Mn.
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IDEA CELLULAR LIMITED
In addition to this, your Company also incurred ` 20,313 Mn
towards spectrum in the 1800 MHz band (` 19,849 Mn to win
back spectrum in the seven service areas where its operational
licenses were cancelled and ` 464 Mn for one additional block
of spectrum for Bihar service area) and also incurred ` 60 Mn
for acquiring fresh licenses for these seven service areas.
Employee Stock Option Scheme
Your Company values its employees and is committed to adopt
the best HR practices for rewarding them suitably. In this
direction your Company had implemented the Employee Stock
Option Scheme, 2006 (ESOS-2006) and made grants to eligible
employees under ESOS-2006 from time to time.
The relevant disclosure in compliance with clause 12 of
Securities and Exchange Board of India (Employees Stock Option
Scheme and Employees Stock Purchase Scheme) Guidelines,
1999, as amended, is set out in Annexure ‘A’ to this Report.
A certificate from M/s. Deloitte Haskins & Sells, Statutory
Auditors, with respect to the implementation of the Company’s
Employees Stock Option Scheme, would be placed before the
shareholders at the ensuing Annual General Meeting and a copy
of the same will also be available for inspection at the registered
office of the Company.
Further, the Board of Directors of your Company has vide
resolution dated May 10, 2013 approved formulation of a new
Employee Stock Option Scheme viz. “Idea Cellular Limited
Employee Stock Option Scheme – 2013” (“ESOS-2013”) in terms
of the SEBI guidelines. The Board has mandated the existing
ESOS Compensation Committee to implement and administer
the ESOS-2013.
Items seeking your approval for introduction and
implementation of ESOS-2013 and granting such number of
Stock Options exercisable into not more than 3,55,49,000 equity
shares of ` 10/- each to permanent employees, including any
Managing or Whole-time Director(s) of your Company and its
holding and / or subsidiary companies are included in the Notice
convening the Annual General Meeting together with the
Explanatory Statement.
Human Resources
The human resource philosophy and strategy of your Company
is structured to attract and retain the best talent, encourage
innovation and create an engaging and motivating workplace
environment. This strategy has, through strong alignment with
your Company’s vision, successfully built and sustained your
Company’s standing as one of India’s most admired and valuable
corporations despite unrelenting competitive pressures, and will
continue to be a source of competitive advantage in the future.
The Aditya Birla Group Human Resources function has played
and continues to play an integral role in your Company’s Talent
Management Process.
Several innovative people-focused initiatives have been
instituted at the Group level, and these are translated into action
at all of the Group Companies. Your Company’s basic objective
is to ensure that a robust talent pipeline and a high-performance
culture, centered around accountability is in place. Your
Company feels this is critical to enable us to maintain our
competitive edge.
Significant Developments:
● One Time Spectrum Charges
The Department of Telecommunications (DoT) had issued
demand notices towards one time spectrum charges for
spectrum held beyond 6.2 MHz in respect of certain service
areas for the retrospective period from July 1, 2008 to
December 31, 2012, amounting to ` 3,691.3 Mn, and for
spectrum held beyond 4.4 MHz in respective service areas
effective January 1, 2013 untill the expiry of the period as
per respective licenses amounting to ` 17,443.7 Mn. As the
above demands amount to alteration of financial terms of
the licenses issued in the past, your Company therefore, filed
a petition before the Hon’ble High Court of Bombay, which
granted stay and directed DoT to respond and not to take
any coercive action until the next date of hearing. The
matter is pending for further hearing.
● Supreme Court Judgment on quashing of licenses granted
in January, 2008 and subsequent Auction of Spectrum
The Department of Telecommunications (DoT) conducted
an auction for the 1800 MHz spectrum in November 2012
as required by the Hon’ble Supreme Court’s judgment dated
February 2, 2012 which quashed the licenses and spectrum
granted to telecom operators on or after January 10, 2008
pursuant to two press releases issued on January 10, 2008.
As your Company was impacted by the said judgment in
seven service areas, we participated in the said auction and
were successful in winning back the spectrum for these
impacted service areas at a price of ` 19,848.8 Mn. DoT then
set-off ` 6,845.9 Mn earlier paid by your Company as entry
fee for licenses granted in 2008 and as per the payment
option available as part of the auction, we have chosen the
deferred payment option for the balance amount. DoT has
issued Letter of Intent(s) (LoI) earmarking the spectrum won
in these seven service areas and also for award of Unified
Licenses. Your Company has applied to DoT for issue of new
licenses in these seven service areas and paid the license
fee aggregating to ` 60 Mn. Pending conversion of LoI’s into
unified licenses, the ongoing operations continue in these
service areas.
● 3G Services and Intra Circle Roaming Arrangements
Your Company is providing 3G services to its customers in
10 service areas out of the 11 service areas (except Punjab),
where it had won 3G spectrum during the May 2010 auction.
The DoT has not yet allowed commercial usage of the
earmarked 3G spectrum for Punjab service area to your
Company. We have also entered into intra circle roaming
arrangements with other leading operators in 10 other
service areas where we did not win 3G spectrum to provide
3G services to the customers.
The DoT issued notices to your Company and other operators
to stop providing 3G services in the service areas where the
operator had not won 3G spectrum, besides levying a penalty
of ` 50 crore in each service area. Out of such notices issued
to operators, your Company received notices for six service
areas. It has challenged the said notices before the Hon’ble
High Court of Delhi. The court has granted interim stay
subject to restriction that facilities based on 3G ICR
arrangement will not be available to any new subscriber.
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Annual Report 2012-13
Your Company has implemented the directions of Hon’ble
Court for all such service areas where 3G services are
provided under intra circle roaming arrangements and
awaits the final decision on the matter.
● Transfer of licenses to the Company consequent to merger
of erstwhile Spice Communications Limited
The Division bench of the Hon’ble High Court of Delhi vide
its order dated July 13, 2012, has re-affirmed the High Court
Order dated February 5, 2010 and July 4, 2011 sanctioning
the amalgamation of erstwhile Spice Communications
Limited (Spice) with your Company. The said order also
re-vested unto your Company the operating licenses held
by erstwhile Spice in respect of Punjab and Karnataka
service areas, which were transferred to and vested unto
Department of Telecommunications (DoT) pursuant to order
dated July 4, 2011, passed by single Judge of Hon’ble Delhi
High Court. Further the Division Bench of the Hon’ble High
Court of Delhi has also pronounced that DoT has to take a
decision regarding the transfer of licenses held by erstwhile
Spice to your Company arising out of the amalgamation
within a period of three months (which had been extended
to January 5, 2013 vide order dated December 11, 2012).
The final decision of the DoT in the matter is still awaited.
● 3G Spectrum for Punjab Service Area
The DoT had earmarked 3G spectrum in respect of Punjab
service area, which was won by your Company in the 3G
spectrum auction conducted by DoT in May, 2010, but the
DoT is yet to allow commercial use of the same to your
Company.
Your Company had approached Hon’ble TDSAT and filed a
petition for necessary direction to the DoT to allow the
commercial usage of allocated 3G Spectrum for Punjab
service area. The TDSAT had dismissed the said petition in
view of order passed by Delhi High Court in July 2011
concerning amalgamation of erstwhile Spice
Communications Limited with your Company, which was
holding the operative 2G license in respect of Punjab service
area. Your Company has since filed an appeal against the
order of TDSAT in the Supreme Court, where the matter
remains sub judice.
● Tax demand
During the year under review, the Income Tax department
has issued a demand of ` 15,177 Mn, arising out of
assessment of tax return filed for Assessment Year 2010-11.
Your Company is contesting the said demand at appropriate
forums.
Awards and Recognitions
Your Company’s outstanding work in the field of business,
advertising and marketing continues to be recognized not only
nationally but even at international forums.
● ‘Population’ campaign (India busy on Idea 3G) won the Gold
at APPIES 2012, Singapore.
● ‘Population’ campaign was rated Best Brand Campaign at
World Communication Awards, London, which is second year
in a row.
● The much talked about ‘Idea Rings All India’ (‘honey-bunny’)
campaign was awarded Best Brand Campaign by tele.net.
● ‘Honey-bunny’ won the Gold ABBY’S for best original score
film under the category Film Craft. (Jamic Films won this for
their work on Honey-bunny campaign).
● MNP campaign (No Idea, Get Idea) won the award for
‘Excellence in Marketing’ at the ET Telecom Awards, 2012.
● Won Gold in Golden Mikes award, 2012 for best on ground
promotion by a network of Radio station (Club FM won for
their work on Idea Magic recharge campaign in Kerala).
● Voice & Data Awards 2012, in the category ‘CTO of the Year
Award’.
● Yahoo Big Idea Chair 2012, for ‘Best Online Advertising’.
● Digital Media Awards 2012, for ‘Best use of Online Banner
Advertising’.
● Aegis Graham Bell Awards 2012, in the ‘Innovative Telecom
Business Model’ category.
● Won 3 Awards at the ET Telecom Awards 2012, in the
categories of Customer Experience Enhancement,
Excellence in Marketing and Innovative products.
● Won ‘The Best Rural Service Provider of the Year - 2012’ by
Amity Telecom Excellence Award.
● Tele.Net Awards 2013, in the categories ‘Telecom CEO of
the Year’.
● ‘NDTV Business Leadership Award’ in the telecom category
for 2012.
New Initiatives
During the year under review, your Company together with its
subsidiaries made extensive progress on the marketing and
customer care front by entering into various alliances,
introducing various innovative products and services. Some of
these are –
● To increase 3G device penetration amongst Idea customers,
your Company (through its subsidiary) further strengthened
“Idea Smartfone” brand by launching five new models in the
market in FY 12-13.
● To grow data usage adoption in its base, the Company took
multiple initiatives by introducing innovative pricing,
changing systems and processes to ensure ease of internet
access. This has resulted in the addition of more than
10 Mn data users taking the data penetration from 14.1%
in March 2012 to 21.6% on entire subscriber base in March
2013.
● Idea launched Wi-Fi services on a pilot basis in the cities of
Pune and Ahmedabad.
● Idea (through its subsidiary) launched M-Banking services
commercially in UP (East) and Mumbai.
● Idea maintained high impact visibility on national media
throughout the year. After having regained licenses, Idea
reinforced its all India presence through ‘Idea Rings All India’
campaign. The campaign song “honey-bunny” became a
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IDEA CELLULAR LIMITED ‘’
viral rage. The jingle was heard by 4.8 million unique users
on digital media and was downloaded more than 2.7 million
times. 5 million Dialer- Tones were activated. The song got
more than 2.5 million views on Youtube as well making it
one of the top 10 viral videos of 2012.
● Idea revived one of its most successful ground events – Idea
Jalsa.
● One of the major consumer passions – Bollywood Music has
been used through Idea Rocks India which is a mega 16 city
tour across metros and towns. It engaged 16 to 30 years old
urban youth and also projected Idea as a tech savvy brand
by using digital media as the main touchpoint for Talent
Hunt, webcerts and all other promotions.
● Idea strengthened its brand through number of high impact
media properties like Kaun Banega Crorepati, Idea Filmfare
Awards, Citizen Journalist Awards, in addition to several
regional media properties. The brand continues its
association with the Delhi Daredevils team in IPL 6.
Subsidiaries and Joint Ventures
Your Company has the following subsidiaries and joint ventures:
Subsidiaries
● Aditya Birla Telecom Limited, holds 16% shareholding in
Indus Towers Limited and 100% shareholding in Idea Cellular
Towers Infrastructure Limited and is engaged in the trading
of communication devices.
● Idea Cellular Services Limited, provides manpower services
to the Company.
● Idea Cellular Infrastructure Services Limited, is a tower
Company owning towers in Bihar and Orissa service areas
and provides passive infrastructure services in these service
areas.
● Idea Cellular Towers Infrastructure Limited (ICTIL), holds
towers de-merged from your Company. A scheme of
amalgamation for merger of ICTIL and certain other
companies with Indus Towers Limited with an appointed
date of April 1, 2009 has been approved by the Hon’ble High
Court of Delhi on April 18, 2013. The Scheme will be effective
only upon the filing of the certified copy of the judgment
with all the respective RoC’s.
● Idea Mobile Commerce Services Limited, is engaged in the
business of Mobile Banking.
● Idea Telesystems Limited, is engaged in the trading of
communication devices.
In terms of general exemption granted by the Ministry of
Corporate Affairs, Government of India, vide its Circular No.
2/2011 dated February 8, 2011, and in compliance with the
conditions enlisted therein, the reports and annual accounts
of the Subsidiary Companies for the Financial Year ended
March 31, 2013 have not been attached to the Company’s
Accounts.
The annual accounts and other related information of the
Subsidiary Companies shall be available for inspection during
business hours by the members at the Registered Office of the
Company. The copies of these documents will also be made
available to the members upon request.
Joint Ventures
Indus Towers Limited, in which Aditya Birla Telecom Limited
(ABTL) holds a 16% stake, is a joint venture with the Bharti Group
and Vodafone Group and provides passive infrastructure
services in 15 service areas.
Fixed Deposits
Your Company does not accept or hold any deposits from public
under Section 58A of the Companies Act, 1956 and as such, no
amount of principal or interest on fixed deposits was
outstanding on the date of the Balance Sheet.
Non-Convertible Debentures
During the year under review, your Company raised ` 10,000
Mn through issuance of 1,000 Secured Redeemable Non-
Convertible Debentures (NCDs) of ` 10 Mn each on private
placement basis, of which NCDs worth ` 3,740 Mn have been
re-purchased at par. These NCDs are rated “CARE AA”.
Enterprise Risk Management
Your Company has established an Enterprise-wide Risk
Management (ERM) framework to optimise the identification
and management of risks, as well as to comply with clause 49
of the Listing Agreement with stock exchanges. In line with your
Company’s commitment to delivering sustainable value, this
framework aims to provide an integrated and organised
approach for evaluating and managing risks.
Corporate Governance
Your Company is committed to maintain the highest standards
of Corporate Governance. Your Company continues to be
compliant with the requirements enshrined in clause 49 of the
Listing Agreement which relates to Corporate Governance.
A Report on Corporate Governance as stipulated under clause
49 of the Listing Agreement forms part of the Annual Report.
A certificate from the Statutory Auditors of the Company,
confirming compliance with the conditions of Corporate
Governance, as stipulated under clause 49 forms part of the
Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year
under review, as stipulated under clause 49 of the Listing
Agreement is presented in a separate section forming part of
the Annual Report.
Business Responsibility Reporting
SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012,
mandated the top 100 listed entities based on market
capitalization at BSE and NSE, to include Business Responsibility
Report as part of the Annual Report describing the initiatives
taken by the Companies from Environmental, Social and
Governance perspectives.
Accordingly, a Business Responsibility Report, as stipulated
under clause 55 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
Directors
Consequent upon the change in nomination by Axiata Group
Berhad, Mr. Juan Villalonga Navarro ceased to be a Director on
the Board of your Company with effect from January 29, 2013
and in his place Dr. Shridhir Sariputta Hansa Wijayasuriya has
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Annual Report 2012-13
been nominated as an Additional Director on the Board of your
Company with effect from January 29, 2013. As per the provisions
of Section 260 of the Companies Act, 1956, he will hold office
upto the date of the ensuing Annual General Meeting of the
Company.
Your Company has received a Notice under Section 257 of the
Companies Act 1956, together with the requisite deposit, from
a member proposing the appointment of Dr. Wijayasuriya as a
Director on the Board of the Company. Resolution seeking
approval of the Members for the appointment of Dr. Wijayasuriya
as a Director of the Company has been incorporated in the Notice
of the ensuing Annual General Meeting together with a brief
resume.
In accordance with the provisions of the Companies Act, 1956
and the Articles of Association of the Company, Smt. Rajashree
Birla, Ms. Tarjani Vakil, Dr. Rakesh Jain and Mr. Biswajit A.
Subramanian retire from office by rotation, and being eligible,
offer themselves for re-appointment at the ensuing Annual
General Meeting of the Company.
Brief profile of the Directors proposed to be appointed/
re-appointed as required under clause 49 of the Listing
Agreement are annexed to the Notice convening the 18th
Annual
General Meeting forming part of this Annual Report.
Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings & Outgo
The particulars as required to be disclosed pursuant to Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosures of Particulars in the Report of Board of Directors)
Rules, 1988, are given to the extent applicable in the Annexure
‘B’ forming part of this Report.
Particulars of Employees
In accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, the names and other particulars of
employees have been set out in the annexure to this report.
However, in terms of the provisions of Section 219(1)(b)(iv) of
the Companies Act, 1956, the report and accounts, as therein
set out, are being sent to all the members of the Company
excluding the aforesaid information about employees. Any
member, who is interested in obtaining such particulars about
employees, may write to the Company Secretary at the
Registered Office of the Company.
Directors’ Responsibility Statement
Your Directors affirm that the audited accounts containing the
financial statements for the Financial Year 2012-13 are in
conformity with the requirements of the Companies Act, 1956.
They believe that the financial statements reflect fairly the form
and substance of transactions carried out during the year and
reasonably present the Company’s financial condition and
results of operations.
Pursuant to Section 217(2AA) of the Companies Act, 1956, the
Directors confirm that:
a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;
b) the accounting policies have been applied consistently and
judgments and estimates made are reasonable and prudent,
so as to give a true and fair view of the state of affairs of
your Company as at the end of the financial year and of the
profit of the Company for that period;
c) proper and sufficient care has been taken to the best of
their knowledge and belief for the maintenance of adequate
accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of your
Company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a going concern
basis.
Auditors
The Statutory Auditors of the Company, M/s. Deloitte Haskins &
Sells, Chartered Accountants, Mumbai, retire at the conclusion
of the ensuing Annual General Meeting. The Statutory Auditors
have confirmed their eligibility and willingness to accept the
office on re-appointment. The Board recommends their
re-appointment for the next term.
Auditors’ Report and Notes to Accounts
The Board has duly reviewed the Statutory Auditors’ Report on
the Accounts including emphasized matters relating to transfer
of licenses of erstwhile Spice Communication Limited to the
Company and one time spectrum demands.
As explained in Significant Development section of this report,
the matters remain sub-judice and do not call for any further
explanation/clarification under Section 217(3) of the Companies
Act, 1956.
Cost Audit
The Ministry of Corporate Affairs (MCA) has issued Telecom
Industry specific Cost Audit Order dated May 2, 2011, making
appointment of Cost Auditor mandatory, inter-alia, for the
Companies to whom the Cost Accounting Records
(Telecommunications) Rules, 2002 apply.
Accordingly, in terms of the above order and pursuant to the
provisions of Section 233B of the Act, your Directors have re-
appointed M/s. Sanjay Gupta & Associates, Cost Accountants,
as the Cost Auditors of your Company to audit the cost records/
accounts maintained as per the Cost Accounting Records
(Telecommunications) Rules, 2002 for the Financial Year ended
March 31, 2013. The Cost Audit Report for the Financial Year
2012-13 is yet to be placed before the Board.
Acknowledgements
Your Directors wish to express their sincere appreciation to the
Department of Telecommunications, the Central Government,
the State Governments, bankers and all the business associates
for their support and look forward to continued support in future.
Your Directors also wish to place on record their appreciation to
the employees for their commitment in the progress of your
Company.
For and on behalf of the Board
Place: Mumbai Kumar Mangalam Birla
Date: June 8, 2013 Chairman
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IDEA CELLULAR LIMITED
Annexure ‘A’ to the Directors’ Report
Disclosure pursuant to the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999
a) Number of Stock Options
granted
b) The pricing formula
c) Options vested
d) Options exercised
e) The total number of
shares arising as a result
of exercise of options
f) Options forfeited/
cancelled/ lapsed
g) Variation of terms of
options
h) Money realized by
exercise of options
i) Total number of options in
force
j) Employee wise details of
options granted:
i) Senior managerial
personnel:
ii) Any other employee
who received a grant
in any one year of
option amounting to
5% or more of options
granted during that
year
iii) Identified employees
who were granted
option, during any one
year, equal to or
exceeding 1% of the
issued capital
(excluding outstanding
warrants and conver-
sions) of the Company
at the time of grant
k) Diluted Earnings Per Share
l) Difference between the
employee compensation
cost, computed using the
intrinsic value of the stock
options and the employee
compensation cost that
shall have been
recognised if the fair value
of the options was used.
Tranche IV
(January 24, 2011)
2,524,500
The exercise price was
determined by averaging the
daily closing price of the
Company's equity shares
during 7 days immediately
preceding the date of grant.
Exercise price - ` 68.86 per
option
1,185,937
266,982
266,982
217,500
NIL
` 18,384,380.52
891,393
NIL
NIL
NIL
Tranche III
(December 22,2009)
6,918,750
The exercise price was
determined by averaging the
daily closing price of the
Company's equity shares
during 7 days immediately
preceding the date of grant.
Exercise price - ` 57.55 per
option
4,169,462
1,891,475
1,891,475
1,540,060
NIL
` 108,854,386.25
2,171,111
NIL
NIL
NIL
Tranche II
(July 24, 2008)
6,131,250
The exercise price was
determined by averaging the
daily closing price of the
Company's equity shares
during 7 days immediately
preceding the date of grant.
In accordance with the
approval of the Board of
Directors and the shareholders
of the Company, the ESOS
Compensation Committee had
re-priced the options from
` 84.03 to ` 45.55 per option
on December 22, 2009.
5,023,193
1,966,219
1,966,219
1,259,272
In accordance with the
approval of the Board of
Directors and the shareholders
of the Company, the ESOS
Compensation Committee had
re-priced the options from
` 84.03 to ` 45.55 per option
on December 22, 2009.
` 89,561,275.45
2,905,759
Mr. Himanshu Kapania -
66,875
NIL
NIL
Tranche I
(December 31, 2007)
19,931,000
The exercise price was
determined by averaging the
daily closing price of the
Company's equity shares
during 7 days immediately
preceding the date of grant
and discounting it by 15%.
In accordance with the
approval of the Board of
Directors and the shareholders
of the Company, the ESOS
Compensation Committee had
re-priced the options from
` 112.57 to ` 39.30 per option
on December 22, 2009.
15,903,250
10,948,412
10,948,412
4,658,000
In accordance with the
approval of the Board of
Directors and the shareholders
of the Company, the ESOS
Compensation Committee had
re-priced the options from `
112.57 to ` 39.30 per option
on December 22, 2009.
` 430,272,591.60
4,324,588
Mr. Himanshu Kapania -
267,500
NIL
NIL
` 2.47
` 38.44 Mn
Particulars ESOS - 2006
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Annual Report 2012-13
Annexure ‘A’ to the Directors’ Report (Contd.)
Particulars
Tranche IV
(January 24, 2011)
Tranche III
(December 22, 2009)
Tranche II
(July 24, 2008)
Tranche I
(December 31, 2007)
The impact of this difference
on profits and on EPS of the
Company
m) (i) Weighted - average
exercise prices and
weighted-average fair
values of options
whose exercise price
equals the market
price of the stock
(ii) Weighted - average
exercise prices and
weighted-average fair
values of options
whose exercise price
is less than the
market price of the
stock
(iii) Weighted - average
exercise prices and
weighted-average fair
values of options
whose exercise price
exceeds the market
price of the stock
n) A description of the
method and significant
assumptions used during
the year to estimate the
fair values of options,
including the following
w e i g h t e d - a v e r a g e
information:
On the date of Grant
(i) risk-free interest rate (%)
(ii) expected life
(No. of years)
(iii) expected volatility (%)
(iv) dividend yield (%)
(v) the price of the
underlying share in
market at the time of
option grant
On the date of Re-pricing
(i) risk-free interest rate (%)
(ii) expected life
(No. of years)
(iii) expected volatility (%)
(iv) dividend yield (%)
(v) the price of the
underlying share in
market at the time of
option Re-pricing
—
Weighted-average exercise
price: ` 39.30
Weighted-average fair value of
options: ` 31.76
—
The effect of adopting the fair value on the net income and Earnings Per Share for 2012-13 is as presented below:
Particulars ` Mn
Net Profit after Tax but before exceptional items 8,182.59
Add: Intrinsic Value compensation cost 0.32
Less: Fair Value compensation cost 38.76
Adjusted Net Income 8,144.15
Earnings Per Share (`) Basic Diluted
As Reported 2.47 2.47
As Adjusted 2.46 2.45
7.78
6 years 6 months
40.00
Nil
` 139.10
7.36
4 years 6 months
54.54
Nil
` 57.05
Black – Scholes Method
7.50
6 years 6 months
45.80
Nil
` 87.75
7.36
5 years 9 months
54.54
Nil
` 57.05
7.36
6 years 6 months
54.54
Nil
` 57.05
N.A.
8.04 - 8.14
6 years 6 months
50.45
Nil
` 68.55
N.A.
—
Weighted–average exercise
price: ` 45.55
Weighted-average fair value of
options: ` 30.80
—
—
—
Weighted–average exercise
price: ` 57.55
Weighted - average fair value
of options: ` 31.34
—
—
Weighted–average exercise
price: ` 68.86
Weighted - average fair value
of options: ` 37.47
ESOS - 2006
C K
22
IDEA CELLULAR LIMITED
Particulars pursuant to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are furnished
hereunder:
A. CONSERVATION OF ENERGY : Electricity is used for operating the Company’s network. The
utilisation of Electricity is continuously monitored and steps
are taken to reduce the consumption and also use more
renewable energy technologies. The additional measures
adopted / being tried out by the Company for energy
conservation are:
(i) Solar-DG Hybrid Solutions
(ii) DG-Battery Hybrid Solutions
(iii) Grid-Battery Hybrid Solutions
(iv) Solar energy for MSC Facilities
(v) Off Site Solar Energy Generation
(vi) Methanol based Fuel Cell Trials
(vii) Induction of highly efficient Telecom Hardware
(viii) Hydrogen Fuel Cell Solutions with Clean Energy
Funding, GOI
B. RESEARCH & DEVELOPMENT (R&D)
1. Specific areas in which R & D is carried out
by the Company : Nil
2. Benefits derived as result of the above R & D : Nil
3. Future Plan of Action : The Company will explore various options to adopt latest
technology/use of equipment for its operations.
4. Expenditure on R&D:
a) Capital : Nil
b) Recurring : Nil
c) Total : Nil
d) Total R&D expenditure as percentage of : Nil
total turnover
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts in brief towards technology absorption, : Development of a skilled team of engineers in the area of
adaptation, innovation radio engineering, installation of base station and operation
of mobile telecom services.
2. Benefits derived as a result of the above efforts : Cost of installation of base station reduced due to better
network planning and designing. Achieved better
coverage and high quality of reception.
3. Particulars of imported technology in the last five years
a) Technology imported : No Technology has been imported. However, telecom
equipments are imported on a regular basis.
b) Year of import : The telecom equipments are imported on ongoing basis.
c) Has the technology been fully absorbed. If not fully : Not Applicable
absorbed areas where this has not taken place,
reasons thereof and future plans of action
4. Foreign Exchange Earnings and Outgo : Earnings : ` 2,970.26 Mn
(Outgo includes CIF value of imports) Outgo : ` 17,679.29 Mn
For and on behalf of the Board
Place: Mumbai Kumar Mangalam Birla
Date: June 8, 2013 Chairman
Annexure ‘B’ to the Directors’ Report
C K
Annual Report 2012-13
23
Corporate Governance Report
Company’s Philosophy on Corporate Governance
Corporate Governance refers to set of systems and practices
which ensures that business and affairs of an organisation are
conducted in a manner that promotes sustainable business
model and enhances shareholders’ value in the long term.
Corporate Governance is about commitment to conduct
business in a fair and transparent manner. The good
Governance framework encourages the efficient use of
resources and creates a mechanism of checks and balances to
ensure that business is conducted in the best interests of the
stakeholders and society at large. We believe that sound
Corporate Governance practices can deliver sustainable,
profitable growth and create long term value not only for our
shareholders but also for all our stakeholders.
The Aditya Birla Group is committed to the adoption of best
governance practices and its adherence in the true spirit at all
times. Our governance practices are a product of self-desire,
reflecting the culture of trusteeship that is deeply ingrained in
our value system and reflected in our strategic thought process.
Our governance philosophy rests on five basic tenets:
● Board accountability to the Company and shareholders;
● Strategic guidance and effective monitoring by the Board;
● Protection of minority interests and rights;
● Equitable treatment of all shareholders; and
● Superior transparency and timely disclosure.
In line with this philosophy, Idea Cellular Limited, an Aditya Birla
Group Company, continuously strives for excellence through
adoption of best governance and disclosure practices. Corporate
Governance has always been intrinsic to the management of the
business and affairs of our Company. Our governance framework
enjoins demonstrating high levels of accountability, transparency
and integrity in all its transactions. The Company constantly
endeavors to adopt innovative approaches for leveraging
resources and fostering its growth. Your Company is committed
inmeetingaspirationsoftheallthestakeholdersbybenchmarking
its corporate governance practices with global standards.
Your Company confirms the compliance of Corporate
Governance as contained in clause 49 of the Listing Agreement,
the details of which for the financial year ended March 31, 2013
are as follows:
1. BOARD OF DIRECTORS
An active, informed and independent Board is necessary to
ensure highest standards of Corporate Governance. The Board
plays a crucial role in overseeing how the management
safeguards the interests of shareholders and stakeholders. The
Board lays down business strategy, sets strategic goals and
seeks accountability for their fulfillment. The Board critically
evaluates strategic direction of the Company and exercises
appropriate control to ensure that the business of the Company
is conducted in the best interests of the shareholders and
society at large. The Board is assisted by the Managing Director
and Senior Management Personnel in ensuring effective
functioning of the Company.
Composition of the Board
The Company has a balanced board with optimum combination
of Executive and Non-Executive Directors, including
independent professionals, which plays a crucial role in Board
processes and provides independent judgment on issues of
strategy and performance. Presently the Board comprises of
14 members, comprising of a Non-Executive Chairman, a
Managing Director, Seven Independent Directors and Five Non-
Executive Directors. The present strength of the Board reflects
judicious mix of professionalism, competence and sound
knowledge which enables the Board to provide effective
leadership to the Company.
The members of our Board comprises of eminent professionals
from diversified background having rich and varied expertise
in the areas of technology, finance, general management and
entrepreneurship. The Board periodically evaluates the need
for change in its size and composition to ensure that it remains
aligned with statutory and business requirements.
None of the Directors on the Board is a Member of more than
ten Committees or Chairman of more than five Committees
(as specified in clause 49 of Listing Agreement), across all the
Companies in which he/she is a Director. All the Directors have
intimated periodically about their Directorship and Membership
on the Board Committees of other Companies.
The composition of the Board of Directors as on March 31, 2013
and the number of Directorships and Committee position held
by them are as under:
Name of Director Category No. of Outside Directorship(s) Held1
Outside Committee Positions Held2
Public Private Member Chairman/
Chairperson
Mr. Kumar Mangalam Birla Non-Executive 9 17 - -
Mrs. Rajashree Birla Non-Executive 6 13 1 -
Dr. Rakesh Jain Non-Executive 5 1 - -
Mr. Biswajit A. Subramanian Non-Executive 3 - - -
Mr. Juan Villalonga Navarro3
Non-Executive - - - -
Dr. Shridhir Sariputta
Hansa Wijayasuriya3
Non-Executive - - - -
Mr. Sanjeev Aga Non-Executive 3 - 1 -
Mr. Arun Thiagarajan Independent 5 3 6 -
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IDEA CELLULAR LIMITED
24
Appointment and Tenure
The Directors of the Company are appointed by the
shareholders at the General Meeting. All Directors except the
Managing Director are subject to retirement by rotation and
at every Annual General Meeting, one third of such Directors,
if eligible, offer themselves for re-appointment. The
Managing Director is appointed for a maximum period of
5 years and is eligible for re-appointment upon completion
of the term.
Board Meetings and Procedure
The annual calendar of meetings is broadly determined at the
beginning of each year. The Board meets atleast once in every
quarter to review the quarterly financial results and operations
of the Company. Apart from the above, additional Board
Meetings are convened to address the specific needs of the
Company. In case of business exigencies some resolutions are
also passed by circulation. The Meetings of the Board are
generally held in Mumbai. Video Conferencing /
teleconferencing facilities are also made available to enable
participation of Directors, in case they cannot be physically
present at the Meeting.
The Board Meetings are scheduled well in advance and the
notice of such Board Meeting is given in writing to all the
Directors. The Meetings are governed by a structured
agenda. The Company Secretary in consultation with the
Chairman and Managing Director prepares the detailed
agenda for the meetings. All the agenda items are backed
by comprehensive agenda notes and relevant supportings
containing all the vital information, so as to enable the
Directors to have focused discussion at the meeting and to
take informed decisions. The agenda and agenda notes are
circulated to all the Directors well in advance of each
meeting of the Board of Directors. Where it is not practical
to send the relevant information as a part of the agenda
papers, the same is tabled at the meeting. In special and
exceptional circumstances, additional or supplementary
agenda items are taken-up for discussion with the
permission of the Chairman. The members of the Board in
consultation with the Chairman may bring up any matter for
the consideration of the Board.
The Chief Financial Officer and other Senior Management
Personnel are invited to the Board/Committee Meetings to
present reports on the items being discussed at the meeting.
All the relevant information as enumerated in Annexure 1A to
clause 49 of the Listing Agreement is placed before the Board.
The presentations covering the Company’s performance,
operations and business strategy are also made to the Board.
The Board periodically reviews the compliance status of all the
applicable laws. The Board is regularly updated on various legal
and regulatory developments involving the Company. Action
Taken Report in respect of the matters arising out of the
previous meetings is placed at every meeting of the Board/
Committee for noting. The draft minutes of each Board/
Committee Meetings are circulated to all Directors for their
comments, before being recorded in the minutes book. The
Company Secretary records the minutes of each Board/
Committee Meeting.
The Members of the Board have complete freedom to express
their opinion and have unfettered and complete access to
information in the Company. All the decisions are taken after
detailed deliberations by the Board Members at the meetings.
Senior Management Personnel are invited to provide additional
inputs for the items being discussed by the Board as and when
necessary. The important decisions taken at the Board/
Committee meetings are communicated to the concerned
departments promptly.
During the financial year 2012-13, four meetings of the Board
were held on April 26, 2012, July 23, 2012, October 22, 2012
and January 29, 2013.
Mr. Gian Prakash Gupta Independent 8 3 3 3
Mr. Mohan Gyani Independent - - - -
Ms. Tarjani Vakil Independent 5 2 1 3
Mr. R.C. Bhargava Independent 8 1 4 5
Mr. P. Murari Independent 9 - 4 4
Ms. Madhabi Puri Buch Independent 1 1 - -
Mr. Himanshu Kapania Managing Director 7 - - -
1. Directorships held by the Directors as mentioned above, excludes alternate directorships, directorships held in foreign
companies and companies registered under Section 25 of the Companies Act, 1956.
2. Represents Membership/Chairmanship of two Committees viz. Audit Committee and shareholders’/Investors’ Grievance
Committee of Public Limited Companies.
3. Pursuant to change in nomination of Director by Axiata Group Berhad, Mr. Juan Villalonga Navarro ceased to be a Director
w.e.f. 29.01.2013 and Dr. Shridhir Sariputta Hansa Wijayasuriya was appointed as an Additional Director on the Board of
your Company w.e.f. 29.01.2013.
Name of Director Category No. of Outside Directorship(s) Held1
Outside Committee Positions Held2
Public Private Member Chairman/
Chairperson
C K
Annual Report 2012-13
25
The details of attendance of Directors at the Board Meetings
and at the Last Annual General Meeting are as under:
Name of Director No. of Board Meetings Attended
held during the tenure Last AGM
Held Attended
Mr. Kumar Mangalam Birla 4 4 Yes
Mrs. Rajashree Birla 4 2 No
Dr. Rakesh Jain 4 4 No
Mr. Biswajit A. Subramanian 4 3 No
Mr. Juan Villalonga Navarro 4 0 No
Dr. Shridhir Sariputta
Hansa Wijayasuriya* 4 4 Yes
Mr. Arun Thiagarajan 4 4 Yes
Mr. Gian Prakash Gupta 4 4 Yes
Mr. Mohan Gyani 4 1 No
Ms. Tarjani Vakil 4 4 No
Mr. R.C. Bhargava 4 4 No
Mr. P. Murari 4 1 Yes
Mr. Sanjeev Aga 4 3 No
Mr. Himanshu Kapania 4 4 Yes
Ms. Madhabi Puri Buch 4 4 Yes
* Attended as an Alternate Director to Mr. Juan Villalonga Navarro.
Code of Conduct
The Board of Directors have laid down the Code of Conduct
for all the Board Members and Senior Management Personnel
of the Company, which is also uploaded on the website of
the Company (www.ideacellular.com). The Code is derived
from three inter-linked fundamental principles, viz. good
corporate governance, good corporate citizenship and
exemplary personal conduct. All Board Members and Senior
Management Personnel have affirmed compliance to the
Code of Conduct. A declaration signed by the Managing
Director affirming the compliance with the Code of Conduct
by the Board Members and Senior Management Personnel
of the Company is attached and forms part of this Report.
2. COMMITTEES OF THE BOARD
The Board Committees play a vital role in ensuring sound
Corporate Governance practices. The Committees are
constituted to handle specific activities and ensure speedy
resolution of the diverse matters. The Board of Directors of
the Company has constituted six Board Committees
viz. Audit Committee, Remuneration Committee,
Shareholders’/Investors’ Grievance Committee,
ESOS Compensation Committee, Finance Committee and
Securities Allotment Committee. The terms of reference of
each of these Committees are determined by the Board.
The Minutes of the Committee Meetings are noted by the
Board.
The role and composition of the aforesaid Committees,
including the number of meetings held and the related
attendance of the members are as follows:
A. Audit Committee
The Board of Directors has in accordance with the requirements
of clause 49 of the Listing Agreement and Section 292A of the
Companies Act, 1956, constituted an Audit Committee for
overseeing the accounting, auditing and overall financial
reporting process of the Company. The Audit Committee acts
as a link between the Management, the Statutory Auditors,
Internal Auditors and the Board of Directors to oversee the
financial reporting process of the Company. The Committee’s
purpose is to oversee the quality and integrity of accounting,
auditing and financial reporting process including review of the
internal audit reports and action taken report.
The Company has appropriate internal control systems for
business processes, covering operations, financial reporting
and compliance with applicable laws and regulations. Regular
internal audits and management reviews ensure that the
responsibilities are discharged effectively. The Audit
Committee actively reviews the adequacy and effectiveness of
internal control systems and suggests improvements for
strengthening them, as appropriate.
The Committee also oversees the performance of the
internal and statutory auditors and also recommends their
appointment and remuneration to the Board. The minutes
of the Audit Committee forms part of the Board Agenda. The
Chairman of the Audit Committee Meeting briefs the Board
on the discussions held during Audit Committee Meeting.
The Company has also developed and implemented Enterprise
Risk Management Framework which provides for identification
of risks, risk evaluation and development of risk mitigation
plans. The Audit Committee is periodically informed about the
risk assessment, impact of the risk on the business and
mitigation plans.
Powers of Audit Committee
As enumerated in clause 49 of the Listing Agreement, the Audit
Committee, inter-alia, has the following powers:
● To investigate any activity within its terms of reference;
● To seek information from any employee;
● To obtain outside legal or other professional advice; and
● To secure attendance of outsiders with relevant expertise
if it considers necessary.
Terms of reference
The broad terms of reference of Audit Committee includes the
following, as mandated in clause 49 of the Listing Agreement
and Section 292A of the Companies Act, 1956:
a. Oversight of the Company’s financial reporting process and
the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
b. Recommending to the Board, the appointment,
re-appointment and if required, the removal of external
auditor, determination of audit fee and also approval of
payment for any other services;
C K
IDEA CELLULAR LIMITED
26
c. Reviewing with the management, the annual financial
statements before submission to the Board, with particular
reference to:
● Changes in accounting policies and practices;
● Major accounting entries based on exercise of
judgment by the management;
● Qualifications in Draft Audit Report;
● Significant adjustments made in financial statements
arising out of audit findings;
● The Going Concern assumption;
● Compliance with Accounting Standards;
● Compliance with listing and other legal requirements
concerning financial statements;
● Any related party transactions i.e. transactions of the
Company of material nature, with promoters or the
management, their subsidiaries or relatives etc., that
may have potential conflict with the interests of
Company at large; and
● Matters required to be included in the Directors’
Responsibility Statement, in terms of Section 217(2AA)
of the Companies Act, 1956.
d. Reviewing the adequacy of internal audit function,
including the structure of the internal audit department,
staffing and seniority of the official heading the
department, reporting structure, coverage and frequency
of internal audit;
e. Discussion with internal auditors on any significant
findings and follow-up thereon;
f. Reviewing the findings of any internal investigations by
the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
matter to the Board;
g. Reviewing with the management, the performance of
external and internal auditors, and the adequacy of internal
control systems;
h. Discussion with external auditors before the audit
commences on the nature and scope of audit as well as
having post-audit discussions to ascertain any area of
concern;
i. Reviewing with the management, the quarterly financial
statements before submission to the Board for approval;
j. Reviewing the reasons for substantial defaults in the
payment to the depositors, debentureholders, shareholders
(in case of non-payment of declared dividends) and
creditors;
k. Review of Management Discussion and Analysis of financial
condition and results of operations;
l. Review of Management Letters / Letters of Internal Control
Weaknesses issued by the Statutory / Internal Auditors;
m. Reviewing of functioning of ‘Whistle Blower Mechanism’
in case the same exists; and
n. Carrying out any other function as and when referred by
the Board.
Composition, Meetings and Attendance
The Audit Committee of the Board comprises four members,
of which three members, including the Chairman, are
Independent Directors and one Member is a Non-Executive
Director. The majority of the Audit Committee members
possess accounting and financial management expertise.
The Company Secretary acts as a Secretary to the
Committee.
The Managing Director and the Chief Financial Officer of the
Company are permanent invitees to the Audit Committee
Meeting. Representatives of the Statutory Auditors and Internal
Auditors of the Company are also invited to the Audit
Committee Meetings. In addition, other Senior Management
Personnel are also invited to the Committee Meetings to
present reports on the respective functions that are discussed
at the meetings from time to time.
During the Financial Year 2012-13, five meetings of the Audit
Committee were held on April 26, 2012, July 23, 2012,
September 3, 2012, October 22, 2012 and January 29, 2013.
The composition of the Audit Committee and the attendance
of the members at the meetings held during the year are as
under:
Name of Director Category No. of No. of Meetings
Meetings held attended
during the tenure
Mr. Gian Prakash Gupta Independent 5 5
(Chairman)
Mr. Arun Thiagarajan Independent 5 5
Ms. Tarjani Vakil Independent 5 4
Mr. Juan Villalonga Non-Executive 5 —
Navarro*
Dr. Shridhir Sariputta Non-Executive 0 0
Hansa Wijayaurisya*
* Dr. Shridhir Sariputta Hansa Wijayaurisya attended four Audit
Committee Meetings in his capacity as an Alternate Director to
Mr. Navarro. Pursuant to change in nomination of Axiata Group,
Berhad, Mr. Juan Villalonga Navarro ceased to be the Member of
the Audit Committee w.e.f. 29.01.2013 and Dr. Shirdhir Sariputta
Hansa Wijayasuriya, former Alternate Director to Mr. Navarro, was
appointed as the Director and also a Member of the Committee
w.e.f. 29.01.2013.
B. Remuneration Committee
The Remuneration Committee has been constituted for
reviewing and recommending the remuneration payable to the
Directors and senior officials of the Company. The Committee
is entrusted with the responsibility of evaluating and approving
the remuneration packages and polices for Directors and senior
officials of the Company.
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Annual Report 2012-13
27
Terms of reference
The broad terms of reference of Remuneration Committee
includes the following:
a. Review of remuneration payable to the Directors and senior
officials of the Company;
b. Reviewing and advising the Board over the remuneration
policies of the Company generally; and
c. Such other matters as may be decided by the Board from
time to time.
Composition, Meetings and Attendance
The Remuneration Committee comprises of three Non-
Executive Directors, all of whom are Independent Directors. The
Company Secretary acts as the Secretary to the Committee. As
on March 31, 2013, the Committee comprised of Mr. Arun
Thiagarajan, Ms. Tarjani Vakil and Mr. Gian Prakash Gupta.
During the Financial Year 2012-13, one meeting of the
Remuneration Committee was held on October 22, 2012 and
the same was attended by all the members.
Remuneration of Directors
(i) Remuneration to the Managing Director
The remuneration package of the Managing Director is
determined by the Remuneration Committee. The
recommendations of the Remuneration Committee are
considered and approved by the Board, subject to the
approval of the members of the Company. The remuneration
package of the Managing Director comprises of a fixed salary
component and a performance linked bonus. A fair portion
of the remuneration of the Managing Director is linked to
the Company’s performance, thereby creating a strong
alignment of interest with shareholders.
Details of the Managerial Remuneration paid to the Managing Director during Financial Year 2012 -13 is as under:
Executive Relationship Business Remuneration during 2012-13
Director with other relationship with All elements of Fixed Service Contract, Stock Option
Directors the Company, remuneration component & notice period, details, if any
if any package i.e. performance severance fee
salary, benefits, linked incentives,
bonus, along with
pension etc. performance
criteria
Mr. Himanshu None Managing ` 87.54 Mn See Note(a) See Note(b) See Note(c)
Kapania Director
(a) Mr. Himanshu Kapania was paid a sum of ` 19.98 Mn towards performance incentive, linked to achievement of targets.
(b) The appointment of Mr. Kapania is for a period of five years effective from April 1, 2011. The appointment is subject to termination by
three months notice on either side. No severance fees is payable to the Managing Director. The remuneration paid to Mr. Kapania for
Financial Year 2012-13 is as per the terms approved by the Shareholders at the 16th
Annual General Meeting held on 28.09.2011.
(c) Mr. Kapania has been granted 2,67,500 stock options (Tranche I) on December 31, 2007 at an exercise price of ` 112.57 per option. Further,
on July 24, 2008, the Company granted 66,875 stock options (Tranche II) at an exercise price of ` 84.03 per option. Pursuant to the approval
received by the members at the 14th Annual General Meeting, the ESOS Compensation Committee had re-priced the stock options granted
in Tranche I to ` 39.30 per option and stock options granted in Tranche II to ` 45.55 per option.
Each Option is convertible into one equity share of the Company upon vesting. These Options vest in 4 equal annual installments after one
year of the grant and shall be exercisable within a period of 5 years from the date of vesting. Mr. Kapania has exercised 208,200 stock
options under Tranche I upto March 31, 2013.
(ii) Remuneration to Non-Executive Directors
The Non-Executive Directors are not paid any remuneration except sitting fees for attending the Board Meetings and
Committee Meetings. The sitting fees, as determined by the Board, is ` 20,000/- for each meeting of the Board. Further,
effective from January 29, 2013, sitting fees in respect of each Committee Meeting was increased from ` 10,000/- to
` 20,000/- for each Committee Meeting. The Non-Executive Directors are also entitled to reimbursement of expenses incurred
in performance of the duties as Directors and Members of the Committees.
The details of the sitting fees paid to Non-Executive Directors for the Financial Year ended March 31, 2013 are as under:
Name of Non-Executive Director Sitting Fees (`)
Mr. Kumar Mangalam Birla 100,000
Mrs. Rajashree Birla 40,000
Dr. Rakesh Jain 140,000
Mr. Biswajit A. Subramanian 60,000
Dr. Shridhir Sariputta Hansa Wijayasuriya* 130,000
Mr. Juan Villalonga Navarro -
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IDEA CELLULAR LIMITED
28
(iii) Details of Shareholding of Directors
The details of shareholding of Directors as on March 31,
2013 are as under:
Name of Director No. of Equity Shares#
Mr. Kumar Mangalam Birla 233,333
Dr. Rakesh Jain 5,000
Mr. Arun Thiagarajan 7,700
Mr. Gian Prakash Gupta 4,192
Ms. Tarjani Vakil 147
Mr. Himanshu Kapania 213,200
# Shares held singly or as a first shareholder are only considered.
Stock Options to Non-Executive Directors:
Mr. Sanjeev Aga, former Managing Director of the
Company, had been granted 1,712,000 stock options under
Tranche I and 428,000 stock options under Tranche II of
the Employee Stock Option Scheme, 2006 (ESOS-2006).
Mr. Aga has exercised 1,712,000 stock options under
Tranche I of ESOS -2006 upto March 31, 2013.
Apart from Mr. Aga no other Non-Executive director has
been granted stock options.
C. Shareholders’/Investors’ Grievance Committee
In order to ensure quick redressal of the complaints of the
stakeholders, Company has in due compliance with clause 49
of the Listing Agreement constituted a Shareholders’/Investors’
Grievance Committee. The Committee oversees the process of
share transfer and monitors redressal of Shareholders’/
Investors’ complaints/grievances viz. non-receipt of annual
report, dividend payment, issue of duplicate share certificates,
transmission of shares and other related complaints. In
addition, the Committee also monitors other issues including
status of dematerlisation/rematerialisation of shares issued
by the Company.
Composition, Meetings and Attendance
As on March 31, 2013, the Committee comprises of three
members namely, Dr. Rakesh Jain, Mr. Sanjeev Aga and
Mr. Himanshu Kapania. Mr. Kapania was appointed as a
Member of the Committee with effect from October 22, 2012.
The Company Secretary acts as the Secretary to the Committee.
During the Financial Year 2012-13, the Shareholders’/Investors’
Grievance Committee met once on January 29, 2013 which was
attended by Dr. Rakesh Jain and Mr. Himanshu Kapania.
Compliance Officer
Mr. Pankaj Kapdeo, Company Secretary, acts as the Compliance
Officer of the Company. The Compliance Officer briefs the
Committee on the grievances/queries of the investors and the
steps taken by the Company for redressing their grievances.
The Compliance Officer can be contacted at:
Idea Cellular Limited
“Windsor”, 5th
Floor, Off CST Road,
Near Vidya Nagari,
Kalina, Santacruz (East),
Mumbai – 400 098
Tel: +91-9594003434
Fax: +91-22-26527080
Email: shs@idea.adityabirla.com
Investor Grievances Redressal Status
During the Financial Year 2012-13, the complaints and queries
received from the shareholders were general in nature and
were mainly pertaining to non-receipt of annual reports,
request for subsidiary annual accounts etc. All the complaints
were resolved to the satisfaction of the investors.
The status of Investors’ Complaints as on March 31, 2013, is as
follows:
No. of complaints as on April 1, 2012 2
No. of complaints received during the
Financial Year 2012-13 191
No. of complaints resolved upto March 31, 2013 193
No. of complaints pending as on March 31, 2013 0
To redress investor grievances, the Company has a dedicated
E-mail ID shs@idea.adityabirla.com to which investors may
send complaints.
Mr. Arun Thiagarajan 170,000
Mr. Gian Prakash Gupta 150,000
Mr. Mohan Gyani 20,000
Ms. Tarjani Vakil 160,000
Mr. R.C. Bhargava 80,000
Mr. P. Murari 20,000
Ms. Madhabi Puri Buch 80,000
Mr. Sanjeev Aga 100,000
* Dr. Shridhir Sariputta Hansa Wijayasuriya was paid sitting fees for the meetings attended by him as an Alternate Director to
Mr. Juan Villalonga Navarro.
There were no other pecuniary relationships or transactions of Non-Executive Directors vis-a-vis Company.
Name of Non-Executive Director Sitting Fees (`)
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Annual Report 2012-13
29
3. SUBSIDIARY COMPANIES
The Company does not have any material non-listed
Indian subsidiary, whose turnover or net worth (paid-up
capital and free reserves) exceeds 20% of the
consolidated turnover or net worth respectively of the
Company.
As on March 31, 2013, the Company had six Subsidiary
Companies, names of which are set out as under:
1. Aditya Birla Telecom Limited
2. Idea Cellular Services Limited
3. Idea Cellular Infrastructure Services Limited
4. Idea Cellular Towers Infrastructure Limited (ICTIL)*
5. Idea Telesystems Limited
6. Idea Mobile Commerce Services Limited
*A scheme of arrangement for merger of ICTIL and certain
other companies with Indus Towers Limited with an
appointed date of April 1, 2009 has been approved by the
Hon’ble High Court of Delhi on April 18, 2013. The scheme
will be effective upon filing of the certified copy of the
judgment with all the respective ROC’s.
The Minutes of the subsidiary companies as well as
statement of significant transactions and arrangements
entered into by the unlisted subsidiary companies are
placed before the Board Meeting for their review.
4. DISCLOSURES
a. Disclosure on materially significant related party
transactions
All the related party transactions are undertaken on
arms length basis. The related party transactions are
placed before the Audit Committee on a quarterly
basis. The details of related party transactions have
been disclosed under Note 44 of the financial
statements.
b. Disclosure of Accounting Treatment
While preparing the financial statements, the Company
has followed all the relevant / applicable Accounting
Standards issued by the Institute of the Chartered
Accountants of India.
c. Risk Management
Your Company has established an Enterprise Risk
Management (ERM) framework to identify and
manage risks associated with the Company, which is
monitored on a continuous basis. The Audit
Committee reviews the efficacy of the risk
Management process, the key risks associated with
the business of your Company and the measures in
place to mitigate the same.
d. Details of non-compliance with regard to the Capital
Market
The Company has complied with all the requirements
of the Stock Exchanges as well as the regulations
D. ESOS Compensation Committee
A Compensation Committee known as “ESOS Compensation
Committee” has been constituted in accordance with SEBI
(Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999, for formulating and
implementing an Employee Stock Option Scheme of the
Company.
The Committee oversees the formulation of ESOP plans, the
implementation of the Scheme, its administration, supervision,
and formulating detailed terms and conditions in accordance
with the SEBI Guidelines.
The Compensation Committee comprises of three Non-
Executive Directors, of whom two are Independent Directors.
During the Financial Year 2012-13, two meetings of the
Committee were held on April 26, 2012 and July 23, 2012, which
were attended by all the members.
E. Finance Committee
The Company has constituted a Finance Committee to approve
matters relating to availing of financial/banking facilities. As
on March 31, 2013, the Committee comprises of Mr. Himanshu
Kapania, Dr. Rakesh Jain and Mr. Sanjeev Aga.
During the Financial Year 2012-13, three meetings of
the Finance Committee were held on September 21, 2012,
October 8, 2012 and March 18, 2013.
The composition of the Finance Committee and the attendance
of the members at the meetings held during the year are as
under:
Name of Director Category No. of No. of
Meetings Meetings
held during attended
the tenure
Mr. Sanjeev Aga Non-Executive 3 3
Dr. Rakesh Jain Non-Executive 3 3
Mr. Himanshu Managing
Kapania*
Director 1 1
*Appointed as a Member with effect from October 22, 2012
F. Securities Allotment Committee (Formerly IPO
Committee)
The IPO Committee of the Company was constituted to give
effect to the Initial Public Offering of the Company and issue
of further equity shares. During the year under review, IPO
Committee was renamed as “Securities Allotment
Committee” and the Committee was empowered to make
allotment of all kinds of securities that may be issued by the
Company, from time to time. As on March 31, 2013,
the Committee comprises of Mr. Himanshu Kapania,
Dr. Rakesh Jain and Mr. Sanjeev Aga. Mr. Himanshu Kapania
was appointed as a Member of the Committee with effect
from October 22, 2012.
During the Financial Year 2012-13, no meetings of the
Committee were held.
C K
IDEA CELLULAR LIMITED
30
and guidelines prescribed by the Securities and
Exchange Board of India (SEBI). There were no
penalties or strictures imposed on the Company by
Stock Exchanges or SEBI or any statutory authority on
any matter related to capital markets during the last
three years.
e. Proceeds from Public Issues, Rights Issues,
Preferential Issues etc.
During the year, the Company did not raise any funds
by way of Public, Rights, Preferential Issues etc.
5. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Management Discussion and Analysis
forms part of the Annual Report.
6. SHAREHOLDERS’ INFORMATION
i) Disclosure regarding appointment or re-appointment
of Directors
Brief profile of the Directors seeking appointment or
re-appointment is annexed to the Notice convening the
18th Annual General Meeting forming part of this
Annual Report.
ii) Communication to Shareholders
The Company’s quarterly financial results,
presentation made to Institutional Investors / Analysts,
official news releases and other general information
about the Company are uploaded on the Company’s
website (www.ideacellular.com).
The quarterly financial results of the Company are
generally published in The Economic Times (all
editions) and Western Times (a regional daily published
in Gujarat).
At the end of each quarter, the Company organizes
earnings call with the analysts and investors and the
transcripts of the same are uploaded on the website
thereafter.
iii) General Body Meetings
The last three Annual General Meetings were held as
under:
Financial Date Time Venue Particulars of Special
Year Resolution(s)
2011- June 18, 2012 12.00 noon Cambay Spa and Resort, None
2012 Plot No. X-22/23 GIDC
Electronic Estate, Sector 25,
Gandhinagar - 382 044,
Gujarat.
2010- September 28, 2011 12.00 noon Cambay Spa and Resort, None
2011 Plot No. X-22/23 GIDC
Electronic Estate, Sector 25,
Gandhinagar - 382 044,
Gujarat.
2009- September 27, 2010 12.00 noon Cambay Spa and Resort, None
2010 Plot No. X-22/23 GIDC
Electronic Estate, Sector 25,
Gandhinagar - 382 044,
Gujarat.
Extra-ordinary General Meeting
During the Financial Year 2012-13, no Extra-ordinary General Meetings were held.
Postal Ballot
There was no Special Resolution passed through Postal Ballot during the Financial Year 2012-13.
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Annual Report 2012-13
31
7. CEO/CFO CERTIFICATION
As required by clause 49 of the Listing Agreement, the CEO/
CFO certification is appended as an Annexure to this
Report.
8. REPORT ON CORPORATE GOVERNANCE
This Corporate Governance Report forms part of the Annual
Report. The Company is in full compliance with all the
provisions of clause 49 of the Listing Agreement entered
into with the Stock Exchange(s).
9. COMPLIANCE
The Company is compliant with the requirements as
prescribed in clause 49 of the Listing Agreement.
A Certificate from the Statutory Auditors of the Company,
as stipulated in clause 49 of the Listing Agreement entered
into with the Stock Exchange(s) is annexed and forms part
of this Annual Report. As far as adoption of non-mandatory
requirements are concerned, the Board has constituted a
Remuneration Committee of Directors comprising of
Non-Executive and Independent Directors.
GENERAL SHAREHOLDERS’ INFORMATION
1. Annual General Meeting
Day and Date : Monday, 16th
September, 2013
Time : 12:00 Noon
Venue : Cambay Spa and Resort,
Plot No. X-22/23, GIDC
Electronic Estate, Sector 25,
Gandhinagar – 382 044,
Gujarat.
2. Financial Calendar for 2013-14 (Tentative)
Financial reporting
for the quarter ending
June 30, 2013 : End July, 2013
Financial reporting
for the quarter ending
September 30, 2013 : End October, 2013
Financial reporting for
the quarter ending
December 31, 2013 : End January, 2014
Financial reporting for
the year ending
March 31, 2014 : End April, 2014
Annual General
Meeting for the year
ended March 31, 2014 : August / September, 2014
3. Book Closure Date : 7th
September, 2013 to
16th
September, 2013
(both days inclusive)
4. Dividend : ` 0.30 per share of
` 10/- each (i.e. 3%)
5. Dividend Payment Date : On or after 17th
September,
2013
6. Registered Office : Suman Tower,
Plot No. 18, Sector - 11,
Gandhinagar – 382 011,
Gujarat, India.
Tel: +91-79-66714000
Fax: +91-79-23232251
7. Plant Locations : The Company being a
service provider, has no
Plant Locations.
8. Listing Details
The Equity Shares of the Company are listed on the
following Stock Exchanges:
Name of Stock Exchanges
National Stock Exchange Bombay Stock Exchange
of India Limited Limited
“Exchange Plaza”, Phiroze Jeejeebhoy Towers,
Bandra-Kurla Complex, Dalal Street,
Bandra (East), Mumbai – 400 001
Mumbai – 400 051
The annual listing fee for the financial year 2013-14 has
been paid to the above Stock Exchanges.
iv) Details of unclaimed shares in terms of clause 5A of the Listing Agreement
In terms of clause 5A of the Listing Agreement, the Company shall credit the shares allotted pursuant to the Initial
Public Offering (IPO) of the Company in the year 2007, which are unclaimed and are lying in escrow account to a demat
suspense account, and the details thereof as required to be disclosed in the Annual Report are given below:
Particulars No. of No. of
Cases Shares
Aggregate number of shareholders and the outstanding shares lying in the suspense
account at the beginning of the year i.e. as on April 1, 2012 102 19,433
Number of shareholders who approached to the Issuer / Registrar for transfer of
shares from suspense account during the Financial Year 2012-13 10 1,785
Number of shareholders to whom shares were transferred from suspense account
during the Financial Year 2012-13 10 1,785
Aggregate number of shareholders and the outstanding shares lying in the suspense
account at the end of the year i.e. as on March 31, 2013 92 17,648
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IDEA CELLULAR LIMITED
32
9. Stock Codes
Stock Code Reuters Bloomberg
Bombay Stock Exchange 532822 IDEA.BO IDEA IN
National Stock Exchange IDEA IDEA.NS NIDEA IN
ISIN No. of Equity Shares INE669E01016
10. Stock Price Data
The monthly high and low prices and volume of shares of the Company at the Bombay Stock Exchange Limited (BSE) and the
National Stock Exchange of India Limited (NSE) for the year 2012-13 are as under:
Month Bombay Stock Exchange Limited National Stock Exchange of India Limited
High Low Close Avg. Vol. High Low Close Avg. Vol.
(in `) (in `) (in `) (in Nos.) (in `) (in `) (in `) (in Nos.)
April, 2012 101.20 71.20 78.50 507,017 101.20 75.25 78.50 4,805,498
May, 2012 84.70 73.05 76.25 295,453 84.70 65.60 76.00 2,874,887
June, 2012 79.80 73.25 75.85 151,407 79.95 73.25 75.80 1,954,271
July, 2012 87.95 75.00 80.00 225,914 87.15 75.25 79.95 2,502,873
August, 2012 82.30 72.05 74.75 166,627 83.05 71.50 74.65 2,074,212
September, 2012 91.90 74.35 85.35 138,820 90.00 74.30 85.30 2,228,619
October, 2012 86.50 78.60 85.25 165,919 86.45 78.20 85.60 1,756,118
November, 2012 101.90 84.60 97.15 213,896 101.95 84.60 97.05 2,811,098
December, 2012 106.30 92.45 103.70 194,190 106.40 92.30 103.80 2,215,135
January, 2013 124.00 103.55 112.60 597,223 123.50 103.50 112.95 5,442,131
February, 2013 119.85 104.80 117.30 409,943 120.00 104.70 117.60 3,478,542
March, 2013 119.50 105.85 113.20 175,726 119.90 105.75 113.90 2,507,206
Source: BSE and NSE Website
11. Stock Performance
The performance of the Company’s share price vis-à-vis the broad based BSE and NSE indices during the year 2012-13 is
as under:
(a) Comparison of the Company’s share price with BSE Sensex
65
75
85
95
105
115
125
Apr2012
May2012
Jun2012
Jul2012
Aug2012
Sep2012
Oct2012
Nov2012
Dec2012
Jan2013
Feb2013
Mar2013
14,000
15,000
16,000
17,000
18,000
19,000
20,000
21,000
Idea Share Price BSE Sensex
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Annual Report 2012-13
33
(b) Comparison of the Company’s share price with NSE Nifty
14. Shareholding Pattern
The shareholding pattern of the Company as on
March 31, 2013 is as follows:
Category No. of % Share-
Shares holding
Promoter and Promoter Group 1,520,679,047 45.88
Foreign Institutional Investors 541,590,728 16.34
Non-Resident Indians / Overseas
Corporate Bodies 991,553,987 29.92
Mutual Funds, Financial Institutions,
Banks and Insurance Companies 189,507,322 5.72
Domestic Bodies Corporate 16,063,735 0.48
Resident Indians and Others 54,926,947 1.66
Total 3,314,321,766 100.00
15. Dematerialisation of Shares and Liquidity
The Shares of the Company are compulsorily tradable in
dematerialized form through both the Depository Systems
in India viz. National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). A
total number of 3,314,309,422 Equity Shares of the
Company constituting over 99.99% of the issued,
subscribed and paid-up share capital were held in
dematerialised form as on March 31, 2013.
16. Outstanding GDRs / ADRs etc.
The Company has not issued any GDRs/ADRs/Warrants and
hence no amount is outstanding as at the year end.
65
75
85
95
105
115
125
Apr2012
May2012
Jun2012
Jul2012
Aug2012
Sep2012
Oct2012
Nov2012
Dec2012
Jan2013
Feb2013
Mar2013
4,300
4,650
5,000
5,350
5,700
6,050
6,400
Idea Share Price NSE Nifty
12. Share Transfer System
Transfer of shares in dematerialized form is done through
the depositories without any involvement of the Company.
Transfer of shares in physical form is normally processed
within a period of 12 days from the date of the lodgement,
subject to documents being valid and complete in all
respects. All transfers are first processed by the Registrar
and Share Transfer Agent and are submitted to the
Company for approval thereafter.
13. Distribution of Shareholding
The distribution of shareholding of the Company as on
March 31, 2013 is as follows:
Number of Number % to total No. of % to
Equity Shares of Share- Share- Shares total
held holders holders held Share-
holding
Upto 5000 257,877 95.23 33,637,283 1.01
5000 – 10000 7,630 2.82 5,892,947 0.18
10001– 20000 2,597 0.96 3,841,197 0.12
20001 – 30000 813 0.30 2,081,876 0.06
30001 – 40000 403 0.15 1,421,679 0.04
40001 – 50000 291 0.11 1,382,330 0.04
50001 – 100000 425 0.16 3,152,334 0.10
100001 & above 744 0.27 3,262,912,120 98.45
Total 270,780 100.00 3,314,321,766 100.00
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IDEA CELLULAR LIMITED
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17. Registrar and Share Transfer Agents
M/s. Bigshare Services Private Limited
E -2 & 3, Ansa Industrial Estate,
Saki-Vihar Road, Sakinaka,
Andheri (East), Mumbai – 400 072
Tel: +91-22-2847 0652 / 4043 0200
Fax: +91-22-2847 5207
E-mail: investor@bigshareonline.com
18. Investor Correspondence
In order to facilitate quick redressal of the grievances /
queries, the Investors and Shareholders may contact the
Company Secretary at the under mentioned address for
any assistance:
Mr. Pankaj Kapdeo
Company Secretary
Idea Cellular Limited
“Windsor”, 5th Floor,
Off CST Road, Near Vidya Nagari,
Kalina, Santacruz (East),
Mumbai – 400 098
Tel: +91-9594003434
Fax: +91-22-26527080
E-mail: shs@idea.adityabirla.com
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Annual Report 2012-13
35
Declaration
As provided under Clause 49 of the Listing Agreement with the Stock Exchange(s), it is hereby declared that all the Board
Members and Senior Management personnel of Idea Cellular Limited have affirmed the compliance with the Code of Conduct
for the year ended March 31, 2013.
Place : Mumbai Himanshu Kapania
Date : April 25, 2013 Managing Director
CEO/CFO Certification
To,
The Board of Directors
Idea Cellular Limited
Mumbai
We, Himanshu Kapania, Managing Director and Akshaya Moondra, Chief Financial Officer of Idea Cellular Limited (‘the Company’),
to the best of our knowledge and belief, hereby certify that:
a) We have reviewed the financial statements and cash flow statements of the Company for the year ended March 31, 2013 and:
i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
Accounting Standards, applicable laws and regulations.
b) There are no transactions entered into by the Company during the year ended March 31, 2013, which are fraudulent, illegal or
violative of the Company’s code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting. We have disclosed to the Auditors
and the Audit Committee, deficiencies in the design and operations of such internal controls, if any, of which we are aware
and steps that have been taken to rectify these deficiencies.
d) We have indicated, wherever applicable, to the Auditors and the Audit Committee:
i) Significant changes in the internal control over financial reporting during the year;
ii) Significant changes in the accounting policies during the year and that the same has been disclosed in the notes to the
financial statements; and
iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or
any employee having a significant role in the Company’s internal control system over financial reporting.
Place : Mumbai Himanshu Kapania Akshaya Moondra
Date : April 25, 2013 Managing Director Chief Financial Officer
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IDEA CELLULAR LIMITED
36
Auditors’ Certificate
To the Members of
Idea Cellular Limited
We have examined the compliance of conditions of Corporate Governance by Idea Cellular Limited, for the year ended on
31st
March 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited
to review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of
Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by
the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in Clause 49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117 366W)
Khurshed Pastakia
Partner
(Membership No. 31544)
Place : Mumbai
Date : April 25, 2013
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Annual Report 2012-13
37
The Securities and Exchange Board of India (SEBI) has mandated the top 100 listed entities based on market capitalization on the
BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the Companies
from Environmental, Social and Governance perspectives.
This Business Responsibility Report, as stipulated under Clause 55 of the Listing Agreement provides general information about
the Company and its business responsibility as required by SEBI.
Section A: General Information about the Company
Sr. No. Description Information
1 Corporate Identity Number L32100GJ1996PLC030976
2 Name of the Company Idea Cellular Limited
3 Registered address Suman Tower, Plot No. 18, Sector 11,
Gandhinagar - 382 011, Gujarat
4 Website www.ideacellular.com
5 Email Id shs@idea.adityabirla.com
6 Financial Year reported April 1, 2012 to March 31, 2013
7 Sector(s) that the Company is engaged in Telecommunication services
(industrial activity code-wise) Heading : 9984
Group : 99841
Class : 998413
8 List three key products/services that the Idea Cellular Limited (Idea) is one of the leading
Company manufactures/provides national telecommunication service providers
(as in Balance Sheet) in India. The Company is engaged in the business of mobility
and long distance services.
9 Total number of locations where business
activity is undertaken by the Company
i. Number of International Locations None
(provide details of major 5)
ii. Number of National Locations Company provides mobile telephony services across
India
10 Markets served by the Company – National
Local/State/National/International
Section B: Financial Details of the Company
Sr. No. Description Information
1 Paid-up Capital (INR) The paid-up equity capital of the Company as on March 31, 2013
is ` 33,143,217,660 comprising of 3,314,321,766 Equity
Shares of ` 10/- each.
2 Total Turnover (INR) ` 220,869 Mn
3 Total Profit After Taxes (INR) ` 8,183 Mn
4 Total spending on Corporate Social
Responsibility (CSR) as percentage of
Profit After Tax (%)
5 List of activities in which expenditure in
4 above has been incurred
As part of the Aditya Birla Group, Idea actively contributes
to the Group’s CSR activities and has continued to do so
during the reporting period. Healthcare, education,
sustainable livelihood and Infrastructure development and
are some of the focus areas for CSR activities.
Business Responsibility Report
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IDEA CELLULAR LIMITED
38
Section C: Other Details
Sr. No. Description Information
1 Does the Company have any Subsidiary Yes, the Company has 6 subsidiaries, the details of
Company/ Companies? which have been provided in the Directors’
Report.
2 Do the Subsidiary Company/Companies No
participate in the BR initiatives of the parent
Company? If yes, then indicate the number
of such subsidiary company(s).
3 Do any other entity/entities (e.g. suppliers, Other entities viz. suppliers, distributors etc.
distributors etc.) that the Company does with whom the Company does business,
business with participate in the BR initiatives do not participate in the Business Responsibility
of the Company? If yes, then indicate the initiatives of the Company.
percentage of such entity/entities? [Less
than 30%, 30-60%, More than 60%].
Section D: BR Information
1. Details of Director/Directors responsible for BR
a) Details of the Director/Directors responsible for implementation of the BR policy/policies:
DIN Number 03387441
Name Mr. Himanshu Kapania
Designation Managing Director
b) Details of BR head:
Sr. No. Description Information
1 DIN Number (if applicable) Not Applicable
2 Name Mr. Pankaj Kapdeo
3 Designation Company Secretary
4 Telephone number +91-9594003434
5 Email-id shs@idea.adityabirla,com
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by
the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility, as listed below:
P1 – Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
P2 – Businesses should provide goods and services that are safe and contribute to sustainability throughout their life
cycle.
P3 – Businesses should promote the well-being of all employees.
P4 – Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized.
P5 – Businesses should respect and promote human rights.
P6 – Businesses should respect, protect, and make efforts to restore the environment.
P7 – Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
P8 – Businesses should support inclusive growth and equitable development.
P9 – Businesses should engage with and provide value to their customers and consumers in a responsible manner.
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Annual Report 2012-13
39
1#
Code of Conduct:http://www.ideacellular.com/wps/wcm/connect/home/idea/investror_relation/code+of+conduct
2
Safety Health and Environment Policy*
3
Policy on Mission, Vision, Values
4
Policy on Prevention of Sexual Harassment
5
Human Rights Policy*
6
Corporate Social Responsibility Policy*
*Safety, Health and Environment Policy, Human Rights Policy, and Corporate Social Responsibility Policy were formally adopted in April 2013.
P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy/policies for Y
1
Y
2
Y
3 4
Y
3
Y
5
Y
2
— Y
6
Y
3
2. Has the policy been formulated in
consultation with the relevant Y Y Y Y Y Y — Y Y
stakeholders?
3. Does the policy conform to any Yes, the policies conform to aspects of the nine
national/international standards? principles of the National Voluntary Guidelines for
If yes, specify? (50 words) Business Responsibilities (NVGs)
4. Has the policy being approved by the
Board? If yes, has it been signed by
MD/Owner/CEO/appropriate
Y Y Y Y Y Y — Y Y
Board Director?
5. Does the Company have a The Company has recently constituted a Business
specified committee of the Responsibility (BR) Committee to oversee the
Board/ Director/Official to implementation and review of the BR related policies.
oversee the implementation
of the policy?
6 Indicate the link for the policy to be # — — — — — — — —
viewed online?
7 Has the policy been formally Yes, the policies have been communicated to all relevant
communicated to all relevant internal stakeholders of Idea. Our communication with internal and
and external stakeholders? external stakeholders on such matters is a continuous
process.
8 Does the Company have in-house There are defined management structures and oversight in
structure to implement the place to oversee the implementation of all policies.
policy/policies? The Company has recently constituted a Business
Responsibility (BR) Committee to oversee the
implementation and review of the BR related policies.
9 Does the Company have a grievance
redressal mechanism related to the
policy/policies to address stakeholders’ Y – Y – Y – – – –
grievances related to the policy/policies?
10 Has the Company carried out Idea has an internal review mechanism for its key policies.
independent audit/evaluation The Company has recently constituted a Business
of the working of this policy by an Responsibility (BR) Committee to oversee the
internal or external agency? implementation and review of the BR related policies.
BusinessEthics
Product
Responsibility
Employee
Wellbeing
Stakeholders
Engagement
HumanRights
Environment
Policy
Advocacy
Inclusive
Growth
Customer
Value
2. Principle-wise (as per NVGs) BR policy/policies (Reply in Y/N)
Questions
Sr.
No.
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IDEA CELLULAR LIMITED
40
2a. If answer to S.No. against any Principle is ‘No’, please explain why?
Sr. No. Principle Response
1 Principle 7 – Businesses, when engaged in The Company plays a role in advocating on issues
influencing public and regulatory policy, pertaining to the telecom sector, through participation
should do so in a responsible manner in various industry forums, in which the senior management
of the Company plays an active role in framing, reviewing,
modifying relevant policies (described under Section E).
The Company currently does not have a stated policy on
policy advocacy. However Idea continues to assess the
evolving business and regulatory environment in this regard.
Section E: Principle-wise Performance
Principle 1: Businesses should conduct and govern
themselves with Ethics, Transparency and Accountability
At Idea, all business activities and stakeholder interactions
are guided and governed by the Vision, Mission and Values
adopted by the Aditya Birla Group.
As a Pan India organization with diverse markets and
cultures, all employees of Idea are brought together by five
core values – Integrity, Commitment, Passion, Seamlessness
and Speed. The Company’s senior management guides the
organization along these values, which are applicable to
employees of the Company and its subsidiaries.
Idea is committed to acting in a manner and taking decisions
that are fair, honest and follow the highest standards of
professionalism. Integrity is a cornerstone for all the
Company’s dealings, be it with customers, employees,
suppliers, partners, shareholders, communities or the
Government.
At Idea, a robust consequence management process has
been articulated through various policies to maintain checks
and balances on these values and policies.
Apart from the core values, the Company has adopted a Code
of Conduct for Board Members and Senior Management, in
compliance with the provisions of Clause 49 of the Listing
Agreement. The Code is derived from three inter-linked
fundamental principles of good corporate governance, good
corporate citizenship and exemplary personal conduct. All
Board Members and Senior Management personnel affirm
their compliance to the Code of Conduct annually.
Additionally, the Company also has in place a Code of Conduct
which prescribes that all employees should transact with
each other in a fair and dignified manner, while being
diversity sensitive. The Code covers the aspects of integrity
in personal conduct, conduct at work, conflict of interest,
and interface with the external world.
Idea also extends the principle of ethical conduct in business
to its vendors. As a part of its policy on Health Safety and
Environment, vendors are required not to engage in bribery,
corruption or other unethical practices in order to gain
competitive advantage.
At Idea, transparent and timely communication is
encouraged to enable positive results and faster decisions.
Transparent communications enhances the credibility of the
management.
SEBI – BRR Questionnaire Responses for Principle 1:
1. Does the policy relating to ethics, bribery and corruption
cover only the Company? Yes/No. Does it extend to group/
joint ventures/suppliers/contractors/NGOs/Others?
The Company has adopted its own Code of Conduct which is
based on the Aditya Birla Group Code of Conduct, which
addresses the aspects of ethics, bribery and corruption. This
is applicable to Group businesses, including the employees
of Idea and its subsidiaries. The five core values – Integrity,
Commitment, Passion, Seamlessness and Speed – have also
been adopted across the Aditya Birla Group. In addition, the
Company’s vendor/supplier contracts include clauses on
ethical behavior, bribery and corruption.
2. How many stakeholder complaints have been received in
the.inancial year and what percentage was satisfactorily
resolved by the management? If so, provide details thereof,
in about 50 words or so.
No complaints were received during the year.
Principle 2: Businesses should provide goods and services
that are safe and contribute to sustainability throughout
their life cycle
Idea believes that integrating sustainability into the core
business improves product quality and strengthens trust
amongst the customers. The Company looks at sustainability
in a way which allows its stakeholders to prosper while taking
a proactive approach to managing environmental impact.
This belief is reflected in the environmentally and socially
responsible practices. Idea has adopted across the lifecycle
of its operations, products and services.
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Outlined below are some of the key sustainable initiatives
adopted by Idea:
● Sustainable Innovation - Idea was the first Indian
telecom Company to switch the size of the SIM cards
from normal (ISO) to half cut (Nano) and later to quarter
size. This initiative has reduced the plastic usage by 70%,
which roughly equates to 425 tons of plastic annually
for Idea has 2,200 tons for the industry.
● Route Optimization – Idea has optimized its routes for
site dispatch, adopted the ‘Milk Run’ concept and
initiated clubbing of transport runs of hardware from
warehouses to destinations. These initiatives have led
to a significant decrease in diesel consumption and the
resulting lowering of the carbon footprint. Dispatch
through clubbing has been adopted for over 50% of the
sites.
● Vehicle Optimization – Idea has also switched to smaller
sized vehicles for transportation of hardware, further
decreasing the diesel consumption. A majority of the
current dispatches are being made through small sized
vehicles which consume lesser fuel compared to
medium or large sized vehicles.
● Consolidation of Shipments – Idea encourages the
practice of consolidation of shipments with other
shipments headed in the same primary route, thereby
decreasing redundancy on such routes.
● Recharge Vouchers - Idea was the only telecom operator
to retain the orignal small size of the recharge voucher
while still meeting the requirements of new Telecom
Regulatory Authority of India’s Telecom Consumer
Protection Regulation (TCPR – TRAI) regulations.
Retaining the size of recharge vouchers has led to a
decrease of approximately 840 tons of paper
consumption annually.
Compliance on EMF (Electro Magnetic Field) radiation related
regulation is another business priority at Idea. The Company
has made significant monetary investment in the purchase
of EMF monitoring equipment and is compliant with existing
Department of Telecommunications (DoT) regulations. The
Company is proactive in policy development and public
education initiatives led by the Cellular Operators Association
of India (COAI) on the issue of EMF. A senior company official
also heads the sub-committee on EMF.
Idea also contributes to economic development around areas
where it operates by generating local employment
opportunities, wherever possible. Idea was the first in the
Indian telecommunication industry to initiate the ‘Hub and
Spoke’ model for call center operations in Tier 2 and Tier 3
towns which has generated local employment. Moreover,
technicians rendering operations and maintenance services
to sites and security guards, wherever deployed, are recruited
from the local communities. The Company has launched a
‘Son of Soil’ initiative to recruit local youth in rural areas for
day to day sales operations, leading to generation of
employment and skills development.
SEBI – BRR Questionnaire Responses for Principle 2:
1. List up to 3 of your products or services whose design
has incorporated social or environmental concerns,
risks and/or opportunities.
Following are some of the examples of the Company’s
product / service features that incorporate the aspect
of environmental conservation: (i) Plastic reduction in
SIM cards; (ii) Paper conservation in recharge vouchers;
(iii) Paper conservation through customer E-billing.
2. For each such product, provide the following details in
respect of resource use (energy, water, raw material
etc.) per unit of product (optional). (i) Reduction during
sourcing / production / distribution achieved since
previous year throughout the value chain;
(ii) Reduction during usage by consumers (energy,
water) has been achieved since the previous year:
With respect to the environmental initiatives listed
above, the corresponding resource conservation is as
follows: (i) Annual reduction of approximately 425 tons
plastics achieved; (ii) Annual reduction of 840 tons of
paper achieved; (iii) Approximate paper equivalent of
over 3900 trees saved annually.
3. Does the company have procedures in place for
sustainable sourcing (including transportation)? If yes,
what percentage of your inputs was sourced
sustainably? Also, provide details thereof, in about 50
words or so.
Idea has adopted a variety of environmentally conscious
transportation practices, including route optimization,
maximizing sea shipments for imports, vehicle
optimization and consolidation of shipment. These are
described above.
4. Has the company taken any steps to procure goods and
services from local and small producers, including
communities surrounding their place of work? If yes,
what steps have been taken to improve their capacity
and capability of local and small vendors?
Idea is committed to provide skill development and
employment to local youth in rural areas through
commissioning of call centers in non-metro towns and
recruitment of rural youth for local sales operations
under the ‘Son of Soil’ initiative. A significant portion
of procurement is decentralised and is done through
local vendors across India.
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5. Does the company have a mechanism to recycle
products and waste? If yes, what is the percentage of
recycling of products and waste (separately as <5%,
5-10%, >10%). Also, provide details thereof, in about
50 words or so.
Recycling and environmentally safe disposal of waste is
an integral aspect of the Company’s environmental
commitment. In this regard, all electronic and hazardous
wastes are disposed off to authorized vendors as per
the relevant regulations. Further, the Company has
initiated pilot paper re-use and recycling projects across
its locations.
Principle 3: Businesses should promote the wellbeing of all
employees
Idea believes that human capital plays a vital role in the firm’s
ability to compete in the global economy and considers it at
the heart of its success. To this end, Idea strives to foster a
working environment which is conducive for a productive
workforce, and ensures their continued well-being and
development.
Idea believes that an energetic, intuitive zeal from emotional
engagement makes work joyful and inspires every employee
to give his / her best to the organizational vision and
objectives.
The importance the Company places on its human resources
is evident in the Chairman’s belief given below:
“Without ‘people power’ even the best of operational and
strategic thinking will come to naught”- Chairman, Idea.
In order to achieve the goals of employee well-being and
development, the Company has adopted the following
specific policies:
● Whistleblower Policy;
● Safety, Occupational Health and Environment Policy;
● Human Rights Policy;
● Policy to Prevent Sexual Harassment at the Workplace;
● Training Policy; and
● Continuing Education Policy.
Idea has been able to maintain a high level of employee
motivation along with sustaining growth in an extremely
challenging business environment. The scores on employee
engagement and internal communication at Idea have
improved steadily over the years. The rate of participation
of employees in various surveys as well as the satisfaction
levels have also improved significantly. As a result of its
strong focus on human resources development, Idea enjoys
high levels of employee satisfaction and retention.
Respect for employee rights and genuine needs, which
include non-discrimination, work-life balance, safety and
dignity, forms the basis of the Company’s policies and
practices. The Company follows all applicable legal
requirements in this regard.
Idea relentlessly works on monetary and non-monetary
recognition systems to reward employees for their
achievements. This reinforces faith in shared values and
strengthens the organizational culture, while helping it retain
employees.
To create a culture for mid-career education that aids in
development of employees through knowledge and skills
enhancement, Idea has adopted the Aditya Birla Group’s
Continuing Education Policy to help employees become more
effective in their current and future roles.
In order to develop and build an environment that facilitates
employee development, encourages open and transparent
communication, Idea has instituted various initiatives, some
of which are outlined below:
● !NVEST - Framework for career path and capability
development plan;
● !Aspire – Framework of internal development centers
for high potential and high performing employees;
● !Evolve – ‘Competency based grid’ training framework
to develop people through different interventions on
competencies;
● i-Mitra - Employee query / request management tool;
and
● Pragya initiative – Building a culture of inclusion based
on gender diversity.
Further, Idea actively engages with its employees through
various forums like ‘Samvaad’, ‘MD’s chat’, ‘Team Meets/
Town Halls’ and ‘Idea Connect’.
In an effort to enhance employee satisfaction, the
Company has developed a formal process (‘VOICE’) which
provides the employees across the organization a platform
to voice any unresolved workplace concerns and seek
resolution in a fair and transparent manner. Under this
initiative, Employee Satisfaction Champions and Employee
Satisfaction Teams have been entrusted with the task
of addressing employee concerns as per a defined
process.
SEBI – BRR Questionnaire Responses for Principle 3:
1. Please indicate the total number of employees:
The Company has 9,746 employees.
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2. Please indicate the total number of employees hired on
temporary/contractual/casual basis:
The Company has 6,830 employees on temporary/
contractual/casual basis.
3. Please indicate the number of permanent women
employees:
The Company has 751 permanent women employees.
4. Please indicate the number of permanent employees
with disabilities:
The Company does not have any permanent employees
with disabilities.
5. Do you have an employee association that is recognized
by management?
The Company has no employee association.
6. What percentage of your permanent employees is
members of this recognized employee association?
The Company has no employee association.
7. Please indicate the Number of complaints relating to
child labour, forced labour, involuntary labour, sexual
harassment in the last financial year and pending, as
on the end of the financial year.
There have been no cases reported, relating to child
labour, forced labour, involuntary labour, sexual
harassment in the last financial year.
8. What percentage of your under mentioned employees
were given safety and skill up-gradation training in the
last year? - Permanent Employees, Permanent Women
Employees, Casual/Temporary/Contractual Employees,
Employees with Disabilities:
Total training man-days for the company in
FY 2012-13 = 45,079
Average training man-days per employee = 5.63 for FY
2012-13
Total training man-days given to sales team in
FY 2012-13 = 230,412
Safety drills and evacuation are conducted across all
offices on an annual basis.
Principle 4: Businesses should respect the interests of, and
be responsive towards all stakeholders, especially those who
are disadvantaged, vulnerable and marginalized.
Idea recognizes the critical role played by internal and
external stakeholders in its sustainability agenda, and strives
to align its social, environment and economic performance
with the stakeholder needs and expectations.
The Company’s key internal stakeholders are employees and
external stakeholders include adjudicators, courts, licensors,
industry associations, regulators, network operators and
subscribers. The Company formally engages with its
stakeholders to identify and work towards meeting their
expectations.
In order to promote inclusive growth, Idea encourages its
partners to employ physically challenged people at its call
centers. Idea also encourages employment of women at its
service centers as front end executives. Going forward, Idea
proposes to have more than half of its front desk executive
positions as women.
Idea is focused on expanding its services in rural areas and
promotes schemes such as minimum top up of
` 10/- in order to provide affordable access to communication
to the economically disadvantaged population.
Idea has set up its rural distribution network so as to cater
to customers far away from the urban centers with its vast
variety of services. As of March 31, 2013, the Company has
3,142 Rural Service Centers (Idea Points and Idea Service
Points) across 3,036 rural towns. Products with starting
prices as low as `4 or ` 5 ensure that everyone can experience
these products while ensuring value for their money.
In order to cater to remote communities, Idea organizes
camps in rural areas where customers are unable to easily
access its service centers. The Company has also set up call
centers in Tier 2 and Tier 3 cities in order to reach the rural
customers.
Idea also provides Interactive Voice Response (IVR) in 17
regional languages so that customers are able to understand
and avail of various services.
Other than the usual applications, Idea has launched several
mobile applications aimed at improving information access
and quality of life for non-urban communities across the
country, which are often economically disadvantaged. These
initiatives pertain to education and learning, mobile banking,
agricultural information, health and safety, government
schemes and employment generation. Details of such
initiatives are provided under Principle 8 below.
SEBI – BRR Questionnaire Responses for Principle 4:
1. Has the company mapped its internal and external
stakeholders?
Idea has mapped its key internal and external
stakeholders, which include employees, adjudicators,
courts, licensors, industry associations, regulators,
network operators and subscribers.
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2. Out of the above, has the company identified the
disadvantaged, vulnerable and marginalized
stakeholders?
Idea operates in all 22 telecom circles in the country, and
has a relatively strong presence in non-urban areas in
severalcircles.Inthiscontext,theCompanyhasidentified
economically disadvantaged people residing in rural and
geographically remote villages as marginalized and
vulnerable stakeholder groups. Details of schemes and
mobile applications addressing the needs of this
demographic are detailed in the section above.
3. Are there any special initiatives taken by the company
to engage with the disadvantaged, vulnerable and
marginalized stakeholders? If so, provide details thereof,
in about 50 words or so.
With regard to the rural, geographically remote and
economically challenged population in the country, the
Company recognizes its responsibility to improve their
development and well-being through generation of local
employment and deployment of various rural-focused
mobile solutions. Idea’s efforts towards job creation for
the rural populace have been outlined in the preceding
response, while its unique mobile-based applications for
health, education and financial inclusion are described
under Principle 8 below.
Principle 5: Businesses should respect and promote human
rights
Idea is committed to sustaining a culture which upholds
respect and support for human rights. The Company believes
that all its employees should be able to live with social and
economic dignity and with freedom, regardless of nationality,
gender or religion.
The Company complies with all applicable local, state and
national laws regarding human rights and worker’s rights
wherever it does business.
Idea has also recently adopted a Human Rights Policy which
reinforces its commitment to human rights issues. The policy
outlines the Company’s commitment to developing a culture
of respect and support for human rights, which include
diversity in workplace, provision of secure environment for
all personnel, proactive communications, and contribution
to socio-economic development of communities where the
Company operates.
The Human Rights Policy further encourages the Company’s
key suppliers to uphold human rights in their operations and
communities and reinforce awareness on these issues. The
Company’s key vendor/supplier contracts include clauses
addressing human rights aspects such as abolition of forced
and child labour, worker safety and hygiene, absence of
abuse and intimidation, etc.
SEBI – BRR Questionnaire Responses for Principle 5:
1. Does the policy of the company on human rights cover
only the company or extend to the Group/ Joint
Ventures/ Suppliers/ Contractors/ NGOs/ Others?
The Company’s Human Rights Policy is applicable to all
employees of Idea and its subsidiaries and major
suppliers.
2. How many stakeholder complaints have been received
in the past financial year and what percent was
satisfactorily resolved by the management?
No complaints related to human rights were received in
the past financial year.
Principle 6: Business should respect, protect, and make
efforts to restore the environment
Environmental conservation is an important aspect of the
Company’s sustainability strategy. Idea is committed to
working towards environmental sustainability by
undertaking initiatives to reduce its carbon footprint and
energy consumption, creating environmental awareness
amongst its stakeholders, and upholding all applicable
regulations.
The Company has adopted a Safety, Occupational Health and
Environment Policy, which outlines its responsibility towards
the environment as well as the safety and health of
employees and communities.
Idea has initiated several initiatives to reduce its resource
use, conserve non-renewable energy sources, improve
efficiency, and decrease the Greenhouse Gas (GHG)
emissions from its mobile network operations and other
business activities.
The key environmental initiatives adopted by Idea in its
network operations in FY 2012-13 are presented below:
● Solar Hybrid Technology – Mobile network sites
(technically referred to as Base Transceiver Stations or
BTS) form an integral link between the mobile phone
users and the public network, and have heavy reliance
on grid power and diesel. In order to decrease its energy
and GHG emissions footprint, the Company has installed
solar hybrid power technology at several of its network
sites. During FY 2012-13, solar hybrid systems worked
for a total of 3,803 site-months resulting in reduction
of about 5,210 tons of CO2
emissions. Idea has a target
to roll out these systems to 1,200 sites next year.
● Hydrogen Fuel Cell Hybrid Technology – Idea is exploring
the use of this technology to reduce its conventional
energy requirement at network sites. During FY 2012-
13, Hydrogen fuel cell hybrid systems worked for a total
of 300 site-months resulting in the reduction of about
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155 tons of CO2
emissions. Idea aims to further roll out
and expand the implementation of this technology at
100 additional sites next year.
● Outdoor Hardware – The use of outdoor hardware, which
does not require air conditioning, is being adopted in
the network, leading to a decrease in almost 25% less
energy need per site.
● Low Power Network Hardware – Through the use of low
power hardware at some network sites, the energy
consumption has decreased by upto 40% per site.
● Carbon Management – Idea is currently exploring the
possibility of deploying a software for carbon footprint
calculation, for better management of CO2
emissions
data.
● Re-use - Idea encourages maximum re-use of hardware
at its sites and hence minimal scrapping of hardware is
required.
● Shared telecom infrastructure – Idea designs networks
in a manner that the infrastructure can be utilized by
multiple telecom operators, thus reducing
environmental footprint.
Aspartofanenvironmentallyresponsiblecorporategroup,Idea
promotes various good practices in its day to day operations
(such as video and teleconferencing). Idea also encourages its
customers to follow the environmentally friendly practice of E-
billing in place of paper-based billing. As of March 31, 2013,
Idea had 1.37 million postpaid accounts (39% of postpaid
accounts) were subscribed to the E-bill facility. On an annual
basis, the Company saves approxmately 232 tons on paper
(equivalent to 3943 trees) through this initiative.
Idea has received external recognition for its adoption of fuel
cell technology, including the Economic Times Telecom
Award 2012 for Innovative Telecom Infrastructure Award, and
its green network has been featured as a case study in the
Greenpeace Report ‘Enabling Clean Talking.’
SEBI – BRR Questionnaire Responses for Principle 6:
1. Does the policy related to Principle 6 cover only the
company or extends to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/others?
The Safety, Health and Environment Policy extends to
the Company and its subsidiaries, as well as to its third
party vendors/suppliers.
2. Does the company have strategies / initiatives to
address global environmental issues such as climate
change, global warming, etc? Y/N. If yes, please give
hyperlink for webpage etc.
Idea is committed to addressing global environmental
issues such as climate change and global warming
through adoption of green technologies, cleaner
power sources for network sites, and lowering of
diesel use and emissions in transportation. These
initiatives have helped the Company to reduce its
energy and Greenhouse Gas emissions footprint.
Examples of key initiatives are described under
Principle 2 and Principle 8 in this section of the
Business Responsibility Report.
3. Does the company identify and assess potential
environmental risks? Y/N
Idea has set up an Enterprise Risk Management (ERM)
system, wherein two environmental compliances
related issues viz. EMF radiation and air pollution
have been included in its risk management
dashboard.
4. Does the company have any project related to Clean
Development Mechanism? If so, provide details thereof,
in about 50 words or so. Also, if Yes, whether any
environmental compliance report is filed?
Idea does not have any project related to Clean
Development Mechanism.
5. Has the company undertaken any other initiatives on –
clean technology, energy efficiency, renewable energy,
etc. Y/N. If yes, please give hyperlink for web
page etc.
Idea has adopted cleaner and non-conventional energy
sources such as fuel cell hybrid and solar hybrid
technology across several of its BTS sites, apart from
installation of energy efficient hardware. Details of these
initiatives are provided above in Section 6.
6. Are the emissions / waste generated by the company
within the permissible limits given by CPCB/SPCB for
the financial year being reported?
Idea gives utmost importance to the issue of EMF
radiation, and its commitment in this regard is evident
from the Company’s stringent monitoring systems
and financial investment in emissions testing
equipment. All of the Company’s network sites are in
compliance with the relevant radiation limits
prescribed by the regulatory agency.
7. Number of show cause/ legal notices received from
CPCB/SPCB which are pending (i.e. not resolved to
satisfaction) as on end of Financial Year.
The company has received two legal notices from CPCB/
SPCB.
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Principle 7: Businesses, when engaged in influencing public
and regulatory policy, should do so in a responsible manner
As one of the largest mobile operators in the country, Idea
recognizes its potential to advocate policies that will allow
the overall socio-economic growth of the country, including
the role of the telecom sector for promoting development,
inclusive growth and information access.
Idea is an active member in the following national and
international industry associations (either directly or through
its subsidiaries):
● Confederation of Indian Industry (CII);
● The Associated Chambers of Commerce and Industry of
India (ASSOCHAM);
● Federation of Indian Chambers of Commerce and
Industry (FICCI);
● Cellular Operations Associations of India (COAI);
● GSM Association (GSMA); and
● Tower and Infrastructure Providers Association (TAIPA).
Through its membership in the above bodies, Idea actively
participates in policy development on several issues
pertaining to the telecom industry, including the TRAI
Directives on Green Telecom and Electro-Magnetic Field
(EMF) related regulations. An Idea official currently heads the
COAI Infrastructure Committee.
In addition, Idea is a member of the CII National Committee
on Telecom and Broadband, which actively advocates on
telecom industry issues such as inclusive growth, rural
telecom, driving higher quality of service and security for
customers, and industry challenges and opportunities.
The Company’s Managing Director is the current Chairman
of COAI.
Idea is also the principal sponsor of the IIMA IDEA Telecom
Centre of Excellence (IIT-CoE) at the Indian Institute of
Management Ahmedabad (IIM-A). The Centre came into
existence in 2007 as a result of a tri-partite Memorandum of
Understanding (MoU) between the Company, the Department
of Telecommunication (DoT) and IIM-A. The Idea Telecom
Center of Excellence, along with other TCoEs, is playing an
instrumental role in capacity building and all round growth of
theIndiantelecomindustry(includingmanufacturingthrough
Application Research). It also serves as a think tank to the
Government and industry decision makers.
SEBI – BRR Questionnaire Responses for Principle 7:
1. Is your company a member of any trade and chamber
or association? If Yes, Name only those major ones that
your business deals with.
Idea is a member of several key industry associations,
which are listed above.
2. Have you advocated/lobbied through above
associations for the advancement or improvement of
public good? Yes/No; if yes specify the broad areas (
drop box: Governance and Administration, Economic
Reforms, Inclusive Development Policies, Energy
Security, Water, Food Security, Sustainable Business
Principles, Others.
Idea actively advocates on telecom industry issues,
including rural penetration of telecom, driving higher
quality of service and security for customers, and EMF
radiation, environmental issues in telecom, innovation
and technology, etc.
Principle 8: Businesses should support inclusive growth and
equitable development
As part of a corporate group committed to societal growth
and development, Idea considers community development
and nation-building as key components of its sustainability
strategy.
Idea is a fully integrated telecom services provider offering
its 121.6 million mobile subscribers a choice of national,
international and internet services. The Company’s services
are available in 4,634 census towns and 298,686 villages
across India. Moreover, the Company’s rural penetration was
more than 50% by the end of fifth year from issuance of its
license, which is more than its licensing obligation.
Idea has adopted a Corporate Social Responsibility (CSR)
Policy, which aims at inclusive growth and poverty allevation
through focus on education, health care, sustainable
livelihood, infrastructure development and espousing various
social causes.
As a telecom Company, Idea believes in harnessing the
transformational potential of mobile telephony and
information technology to develop a better society, cleaner
environment, improving the quality of life, and nation-
building through creative and innovative applications. Idea’s
contribution towards achieving inclusive growth and
equitable development include the unique initiatives
described below:
● ‘Behtar Zindagi’ - An initiative mainly for rural
population which provides information on following
aspects over mobile phones:
● Agriculture (crops and cultivation);
● Weather forecast and advisory;
● Livestock management;
● Inland and coastal fisheries;
● Health;
● Education; and
● Finance.
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● HPCL and IOCL Gas booking system – Idea has
successfully provided first of its kind IVRS based LPG
gas booking solution to IOCL and HPCL who are among
fortune 500 companies and among Navratnas in the
country. The solution has made it convenient for millions
of Indians to book LPG from their mobile phone round
the clock.
● ‘Son of Soil’ - Rural youth is recruited for day to day sales
operations in villages. This initiative not only provides
employment for local communities but also helps build
sustained relationship with the rural population.
● Mobile Banking – Given that India has more than 70%
mobile penetration and only 35% of the population
has access to banking facilities, mobile banking
addresses the critical issue of financial inclusion. Idea
Mobile Commerce Service Ltd., a 100% subsidiary of
Idea Cellular Ltd, launched a pilot project in
association with Axis Bank, wherein the bank
leveraged the strength of Idea’s mobile subscriber
base and distribution reach. The pilot project begun
in October 2011 and lasted till May 2012 in selected
areas of Dharavi (Mumbai) and Allahabad (Uttar
Pradesh - East), under the brand name of ‘Idea
MyCash’. Based on the encouraging response, the
commercial service was rolled out on August 1, 2012
in selected districts of Uttar Pradesh - East, Bihar,
Delhi and Mumbai telecom circles. Moreover, basic
banking services like Cash Deposit, Cash withdrawal,
Recharges, Direct To Home (DTH) recharge, Utility
Payments, Remittance to MyCash customers etc. are
being offered and are receiving encouraging response.
● Nokia Life Tools – Idea was the first GSM operator in
India to collaborate with Nokia to provide Nokia Life
Tools, a range of innovative agriculture information,
educational and entertainment services to non-urban
customers. These services are designed to help
overcome information constraints and improve quality
of life for the next generation of mobile users.
In addition to the above, Idea is also associated with non-
governmental organizations such as Teach India and
Give India where Company employees are encouraged
to participate and volunteer their time and knowledge
for societal development and nation-building.
SEBI – BRR Questionnaire Responses for Principle 8:
1. Does the company have specified programmes/
initiatives/projects in pursuit of the policy related to
Principle 8? If yes, details thereof.
Idea has adopted a Corporate Social Responsibility
(CSR) policy which outlines its vision to “actively
contribute to the social and economic development
of the communities in which we operate. In so doing
build a better, sustainable way of life for the weaker
sections of society and raise the country’s human
development index.” The focus areas of the
Company’s CSR strategy are Education, Healthcare,
Sustainable Livelihood, Infrastructure Development
and Social Change.
2. Are the programmes/projects undertaken through in-
house team/own foundation/external NGO/
government structures/any other organization?
The Aditya Birla Centre for Community Initiatives and
Rural Development provides the overall CSR vision under
the leadership of its Chairperson, Mrs. Rajashree Birla.
The Company’s CSR efforts are supported by a robust
implementation structure, which includes a team of
dedicated professionals, is in place at the Company
units.
The CSR strategy also includes collaborative
partnerships with the Government, District
Authorities, Village Panchayats, Non-Governmental
Organizations and other like-minded stakeholders. In
collaboration with FICCI, the Aditya Birla CSR Centre
for Excellence has also been established with an aim
of making CSR an integral part of corporate culture.
Idea also engages with well established and
recognized programs and national platforms such as
the CII, FICCI, ASSOCHAM, given their commitment to
inclusive growth.
3. Have you done any impact assessment of your
initiative?
In order to measure the impact of its CSR projects, the
Aditya Birla Centre for Community Initiatives and Rural
Development engages external agencies to conduct a
social satisfaction surveys and audit.
4. What is your company’s direct contribution to
community development projects - Amount in INR and
the details of the projects undertaken?
As an Aditya Birla Group company, Idea actively
contributes to the Group’s CSR activities and has
continued to do so during the reporting period. The CSR
projects undertaken fall under the broad focus areas of
infrastructure development, health care, sustainable
livelihood and education.
5. Have you taken steps to ensure that this community
development initiative is successfully adopted by the
community? Please explain in 50 words, or so.
As part of its focus on rural penetration, Idea has
developed mobile applications for the rural population
and provides employment opportunities to rural youth
through initiatives such as ‘Son of Soil’, as described in
detail under Principle 8. Providing affordable
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IDEA CELLULAR LIMITED
48
telecommunication access to rural population is Idea’s
contribution to sustainable development in India.
Principle 9: Businesses should engage with and provide value
to their customers and consumers in a responsible manner
Idea believes that customers form the foundation of its
business success. The Company’s focus on customers derives
from its Value Book, which emphasizes the need to respond
to internal and external customers with a sense of urgency,
continuously striving to finish before deadline, and choosing
the best rhythm to optimize organizational efficiencies.
In order to accomplish the Company’s mission “We will
delight our customers while meeting their individual
communication needs anytime anywhere”, it constantly work
towards meeting customer needs, adding value and
exceeding their expectations.
The Company strongly believes that it should be upfront and
honest about its operations with customers. Hence, it engages
with its customers in a transparent manner by displaying all
the tariff plans on the web in an unambiguous manner. This
information is easily accessible to customers either by telecom
circle or by package.
The Company also installs its network devices in a way that
maintains data integrity, confidentiality and availability while
preventing unauthorized use of confidential data.
Ideaalwaysfocusesonmeetingandexceedingcustomerneeds.
Some innovative initiatives in this regard include a quick and
easy way of ‘Electronic top-up’ for recharging accounts, camps
in rural areas for providing education on mobile, and provision
of customer care services in vernacular languages.
Idea has also introduced several value-added services (VAS)
focusing on education, health and family care for rural
population.
At urban locations, kiosks are set up at select My Ideas
(Service Centers) to create awareness about 3G services that
the Company offers.
Customer satisfaction is of prime importance to the
Company. A customer satisfaction (C-SAT) study is conducted
every quarter in order to track the quality of customer
experience with Company’s product and services and to
benchmark the Company’s performance with respect to its
competitors.
Idea ranked third in a customer satisfaction survey
conducted in FY 2011-12. Over the past one year, focused
activities were taken up to address this area, and Idea has
now moved to the first place as on March 2013.
Idea also conducts other consumer satisfaction surveys such
as ‘Process Experience Survey’, ‘Mystery Audits at Service
Centers’, ‘Post Paid Lost Customer Assessment’, and
‘Franchisee Satisfaction Survey’ during the course of the year
to get customer feedback and undertake corrective actions
and initiatives.
An additional feedback taken from customers on a daily basis
is Instant Customer Feedback (ICF) wherein, an SMS is sent
to customers seeking feedback on the quality of service
provided to him after he / she has contacted any of the
Company’s touch points. This on-going instant feedback
from customers helps in improving the Company’s processes.
After the surveys are completed, the results are presented
to the senior management team and detailed action plans
are prepared specific to all the concerned functions. The
same are tracked at periodic intervals to ensure that the
execution meets the planning requirements leading to higher
customer satisfaction.
SEBI – BRR Questionnaire Responses for Principle 9:
1. What percentage of customer complaints/ consumer
cases is pending as on the end of financial year?
Out of the total calls received by the Company from
customers, approximately 2% are related to
complaints. 0.08% of the total complaints received
during FY 2012-13 were in an open stage as on March
31, 2013. The rest were closed satisfactorily.
2. Does the company display product information on the
product label, over and above what is mandated as per
local laws? Yes/No/N.A./Remarks
The Company adheres to all product labeling and product
information requirements as per the law of the land.
Transparency in tariff through detailed plans being
available on the website for consumers and focus on
responsible advertising is the hallmark of Idea.
3. Is there any case filed by any stakeholder against the
company regarding unfair trade practices, irresponsible
advertisingand/oranti-competitivebehaviourduringthe
last five years and pending as on end of financial year. If
so, provide details thereof, in about 50 words or so.
There are no cases pending with the Competition
Commission of India. However, disgruntled subscribers
of the Company generally file their cases in consumer
protection forums for alleged deficiency in expected
level of service by the Company, in the normal course of
business. Some of these cases are pending with such
forums.
4. Did your company carry out any consumer survey/
consumer satisfaction trends?
Idea conducts a C-SAT survey every quarter as well as
other assessment surveys such as ‘Process Experience
Survey’, ‘Mystery Audits at Service Centers’, ‘Post Paid
Lost Customer Assessment’, and ‘Franchisee
Satisfaction Survey’.
Annual Report 2012-13
49
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Independent Auditors’ Report
To the Members of
Idea Cellular Limited
Report on the Financial Statements
We have audited the accompanying financial statements
of IDEA CELLULAR LIMITED (“the Company”), which comprise
the Balance Sheet as at 31st
March 2013, the Statement of
Profit and Loss and the Cash Flow Statement for the year
then ended, and a summary of the significant accounting
policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Management is responsible for the
preparation of these financial statements that give a true
and fair view of the financial position, financial performance
and cash flows of the Company in accordance with the
Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956 (“the Act”). This responsibility includes
the design, implementation and maintenance of internal
control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the
Institute of Chartered Accountants of India. Those Standards
require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on
the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk
assessments, the auditor considers internal control
relevant to the Company’s preparation and fair
presentation of the financial statements in order to design
audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal
control. An audit also includes evaluating the
appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the
Management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Act in the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs
of the Company as at 31st
March 2013;
(b) in the case of the Statement of Profit and Loss, of the
profit of the Company for the year ended on that date;
and
(c) in the case of the Cash Flow Statement, of the cash
flows of the Company for the year ended on that date.
Emphasis of Matter
a) We draw attention to Note 30 to the financial
statement. The Division Bench of the Hon’ble High
Court of Delhi on 13th
July 2012 has reaffirmed High
Court Order dated 5th
February 2010 and 4th
July 2011
sanctioning the Scheme of Amalgamation of Spice
Communications Limited (Spice) with the Company.
Further the Division Bench of the Hon’ble High Court
of Delhi has also pronounced that the Department of
Telecommunications (DoT) has to take decision
regarding transfer of licenses held by erstwhile Spice
to the Company arising out of amalgamation within a
period of three months (which had been extended to
5th
January 2013 vide order dated 11th
December 2012)
and dispute, if any, between the Company and DoT
related to transfer of licenses should be referred to
Hon’ble TDSAT for resolution.
The impact, if any, on the Company is dependent upon
the steps to be taken by DoT in this regard.
b) We draw attention to Note 31 (i) to the financial
statement. The DoT has issued demand notices dated
8th
January 2013 towards one time spectrum charges
for spectrum held by the Company beyond 6.2 Mhz for
period from 1st
July 2008 to 31st
December 2012
amounting to ` 3,691.30 Mn. and beyond 4.4 Mhz for
period from 1st
January 2013 till the expiry of the license
IDEA CELLULAR LIMITED
50
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amounting to ` 17,443.70 Mn. in the respective telecom
service areas. In the opinion of the Company, inter-alia,
the above demand amounts to alteration of financial
terms of the licenses issued in the past. The Company
therefore filed a petition before the Hon’ble High Court
of Bombay, which directed DoT to respond and not to
take any coercive action until next date of hearing,
which is scheduled for 6th
May 2013.
The financial impact of the above mentioned matter
is dependent upon the outcome of the petition filed
by Company in the Hon’ble High Court of Bombay and
therefore no effect for the one time spectrum charges
has been given in these Financial Statements.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order,
2003 (“the Order”) issued by the Central Government
in terms of Section 227(4A) of the Act, we give in the
Annexure a statement on the matters specified in
paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and
explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books.
(c) The Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement dealt with by
this Report are in agreement with the books of
account.
(d) In our opinion, the Balance Sheet, the Statement
of Profit and Loss, and the Cash Flow Statement
comply with the Accounting Standards referred
to in Section 211(3C) of the Act.
(e) On the basis of the written representations
received from the directors as on 31st
March 2013
taken on record by the Board of Directors, none
of the directors is disqualified as on 31st
March
2013 from being appointed as a director in terms
of Section 274(1)(g) of the Act.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 117 366W)
Khurshed Pastakia
Partner
(Membership No. 31544)
Place: Mumbai
Date : 25th
April, 2013
Annual Report 2012-13
51
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1. In respect of its fixed assets:
a) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of fixed assets.
b) The Company has a program of verification of fixed
assets to cover all the items in a phased manner over
a period of three years which, in our opinion, is
reasonable having regard to the size of the Company
and the nature of its assets. Pursuant to the
program, certain fixed assets were physically
verified by the Management during the year.
According to information and explanation given to
us the Management is in the process of reconciling
the results of such physical verification with the
fixed assets register. Management believes that
differences if any, arising out of such reconciliation
are not expected to be material.
c) The fixed assets disposed off during the year, in our
opinion, do not constitute a substantial part of the
fixed assets of the Company and such disposal has,
in our opinion, not affected the going concern status
of the Company.
2. In respect of its inventory:
a) As explained to us, the inventories, except for those
lying with the third parties, were physically verified
during the year by the Management at reasonable
intervals.
b) In our opinion and according to the information and
explanations given to us, the procedures of physical
verification of inventories followed by the
management were reasonable and adequate in
relation to the size of the Company and the nature
of its business.
c) In our opinion and according to the information and
explanations given to us, the Company has
maintained proper records of its inventories and no
material discrepancies were noticed on physical
verification.
3. The Company has neither granted nor taken any loans,
secured or unsecured, to / from companies, firms or other
parties covered in the Register maintained under
section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and
explanations given to us, having regard to explanation
that certain items purchased are of special nature and
suitable alternative sources are not readily available for
obtaining comparable quotations, there is an adequate
internal control system commensurate with the size of
the Company and the nature of its business with regard
to purchases of inventory and fixed assets and for the
rendering of services. During the course of our audit, we
have not observed any major weaknesses in such internal
control system.
5. In our opinion and according to the information and
explanations given to us, there were no contracts or
arrangements, particulars of which needed to be entered
in the register maintained under section 301 of the
Companies Act, 1956 and hence provisions of paragraph
4(v)(b) of the said Order relating to reasonableness of price
having regard to prevailing market price is not applicable
to the Company.
6. According to the information and explanations given to
us, the Company has not accepted any deposits from the
public to which the directives issued by the Reserve Bank
of India and the provisions of sections 58A and 58AA of
the Companies Act, 1956 and the rules framed there under
are applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the cost records maintained
by the Company pursuant to the Companies (Cost
Accounting Records) Rules, 2011 prescribed by the Central
Government under section 209(1)(d) of the Companies
Act, 1956 and are of the opinion that, prima facie, the
prescribed cost records have been made and maintained.
We have, however, not made a detailed examination of
the cost records with a view to determine whether they
are accurate or complete.
9. According to information and explanations given to us, in
respect of statutory dues:
a) The Company has generally been regular in
depositing undisputed dues, including Provident
Fund, Employees’ State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty,
Cess and other material statutory dues applicable
to it with the appropriate authorities. As explained
to us, the Company did not have any dues on
account of Excise duty and Investor Education and
Protection Fund.
b) There were no undisputed amount payable in
respect of Provident Fund, Employees’ State
Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Cess and other material
statutory dues in arrears, as at 31st
March 2013 for
a period of more than six months from the date they
became payable.
c) There are no dues of Wealth Tax and Cess which
have not been deposited on account of any dispute.
Details of dues of Income Tax, Sales Tax, Service Tax,
Customs duty and Entry Tax which have not been
deposited as on 31st
March 2013 by the Company on
account of disputes are given below:
Annexure to the Auditors’ Report
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
IDEA CELLULAR LIMITED
52
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Name of the Statute Nature of Period to which Amount Forum where the
Dues the amount pertains (` Mn.) dispute is pending
Customs Act, 1962 Custom Duty 2003-04 7.12 Customs Excise & Service Tax
Appellate Tribunal
Haryana Land Development Entry Tax 2002-03 9.52 Appellate Tribunal
Tax Act, 2001
Himachal Pradesh Entry Entry Tax 2010-11 to 2012-13 36.44 Asst. Excise & Taxation
Tax Act, 2010 Commisioner, Shimla
Karnataka Tax on Entry of Entry tax 2004-05 8.92 Karnataka High Court
Goods Act, 1979
MP Entry Tax Act, 1976 Entry Tax 1998-99 to 2005-06 11.82 Commercial Tax Tribunal -
Madhya Pradesh
MP Entry Tax Act, 1976 Entry Tax 1998-99 to 2000-01 0.13 Asst. Commissioner, Entry Tax
MP Entry Tax Act, 1976 Entry Tax 2005-06 to 2007-08, 2009-10 34.14 Madhya Pradesh High Court
MP Entry Tax Act, 1976 Entry Tax 2006-07 to 2008-09, 2010-11 35.20 Deputy Commissioner (Appeals)
Orissa Entry Tax Act, 1999 Entry Tax 2008-09, 2009-10 5.20 Orissa High Court
The Jammu & Kashmir Entry Tax 2009-10 to 2012-13 78.77 Srinagar High Court
Entry Tax on Goods Act, 2000
The Uttar Pradesh Tax on Entry Tax 2007-08 2.03 Commercial Tax Tribunal
Entry of Goods Act, 2000
The Uttar Pradesh Tax on Entry Tax 1999-00 to 2003-04, 5.88 Allahabad High Court
Entry of Goods Act, 2000 2005-06, 2006-07
The Uttar Pradesh Tax on Entry Tax 2004-05 2.08 Joint Commissioner (Appeals)
Entry of Goods Act, 2000
The Uttar Pradesh Tax on Entry Tax 2007-08 6.45 Trade Tax Tribunal
Entry of Goods Act, 2000
Uttar Pradesh Trade Tax Act, 1948 Entry Tax 2005-06 0.30 Deputy Commisioner DC-12
Uttar Pradesh Trade Tax Act, 1948 Entry Tax 2001-02 to 2003-04 0.57 Uttarakhand High Court
(UTTRAKHAND AMENDEMENT)
Income Tax Act, 1961 Income Tax 2004-05 to 2009-10 12.54 Income Tax Appellate Tribunal
Income Tax Act, 1961 Income Tax 2002-03, 2003-04, 15,841.60 Commissioner of Income Tax
2004-05 to 2012-13 (Appeals)
Income Tax Act, 1961 Income Tax 2003-04 3.08 CIT Appeals
Income Tax Act, 1961 Income Tax 2007-08 to 2009-10 0.32 Gujarat High Court
Income Tax Act, 1961 Income Tax 2002-03 to 2005-06 4.15 Karnataka High Court
Income Tax Act, 1961 Income Tax 2007-08, 2008-09 11.37 Assistant Commissioner of Income
Tax (TDS)
Income Tax Act, 1961 Income Tax 2007-08, 2008-09 0.09 Income Tax Officer - TDS
Delhi Sales Tax Act, 1975 Sales Tax 2003-04, 2004-05 89.21 Additional Commissioner (Appeals)
Delhi Value Added Tax Act, 2004 Sales Tax 2007-08 14.05 Delhi Value Added Tax
Appellate Tribunal
Gujarat Sales Tax Act, 1969 Sales Tax 1998-99 to 2001-02 7.04 Sales Tax Appellate Tribunal
Gujarat Sales Tax Act, 1969 Sales Tax Apr-06 to Dec-06 0.83 Sales Tax Officer
Kerala Sales Tax Act, 1963 Sales Tax 1997-98, 2000-01 0.20 Sales Tax Appellate Tribunal
Kerala Sales Tax Act, 1963 Sales Tax 1998-99 0.06 Deputy Commissioner, Sales Tax
Madhya Pradesh Commercial Sales Tax 2000-01 0.31 CG Appellate Board
Tax Act, 1994
Madhya Pradesh Commercial Sales Tax 2003-04 to 2005-06, 18.49 Commercial Tax Tribunal -
Tax Act, 1994 2007-08 Madhya Pradesh
Madhya Pradesh Commercial Sales Tax 2008-09 to 2010-11 9.51 Deputy Commissioner (Appeals)
Tax Act, 1994
Punjab VAT Act, 2005 Sales Tax 2006-07, 2007-08 61.56 Asst. Excise & Taxation
Commissioner, Chandigarh
The Bihar Value Added Tax Act, 2005 Sales Tax 2008-09 2.32 Commercial Tax Tribunal
The Jammu & Kashmir General Sales Tax 2009-10 to 2012-13 111.24 Srinagar High Court
Sales Tax Act, 1962
Annual Report 2012-13
53
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Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2005-06, 2008-09, 2009-10 0.59 Joint Commissioner (Appeals)
Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2007-08 0.58 Trade Tax Tribunal
Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2007-08 2.73 Allahabad High Court
Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2012-13 2.77 Assessing Officer, Joint Commissioner
Uttar Pradesh Trade Tax Act, 1948 Sales Tax Nov-06 to Mar-07 0.93 Joint Commissioner (Appeals)
(UTTRAKHAND AMENDEMENT)
Uttar Pradesh Value Added Act, 2008 Sales Tax 2007-08 to 2009-10, 2012-13 21.26 Commercial Tax Tribunal
Bench II Lucknow
Uttar Pradesh Value Added Act, 2008 Sales Tax 2011-12 4.61 Additional Commissioner (Appeals)
Finance Act, 1994 Service Tax 2004-05, 2005-06, 2006-07, 1,295.39 Customs Excise & Service
(Service Tax provisions) 2007-08, 2008-09, Tax Appellate Tribunal
Oct-08 To Feb-10
Finance Act, 1994 Service Tax 2004-Upto Dec-08 53.70 Commissioner Service Tax
(Service Tax provisions)
Finance Act, 1994 Service Tax 2005-06, 2006-07, 8.19 Commissioner of Central Excise
(Service Tax provisions) Oct-06 to Sep-07 (Appeals)
Finance Act, 1994 Service Tax Oct-98 to Mar-99, 2.98 Punjab & Haryana High Court
(Service Tax provisions) Apr-02 to Sep-02
Finance Act, 1994 Service Tax 2004-05, Apr-05 to Sep-05 2.44 Commissioner of Service Tax
(Service Tax provisions)
Name of the Statute Nature of Period to which Amount Forum where the
Dues the amount pertains (` Mn) dispute is pending
10. The Company does not have accumulated losses at the
end of the financial year and the Company has not
incurred cash losses in the financial year and in the
immediately preceding financial year.
11. In our opinion and according to the information and
explanations given to us, the Company has not
defaulted in the repayment of dues to banks, financial
institutions and debenture holders.
12. According to the information and explanations given to
us, the Company has not granted loans and advances
on the basis of security by way of pledge of shares,
debentures and other securities.
13. The Company is not a chit fund or a nidhi / mutual
benefit fund / society. Therefore, the provisions of
paragraph 4(xiii) of the said Order are not applicable to
the Company.
14. In our opinion and according to the information and
explanations given to us, the Company is not dealing in
or trading in shares, securities, debentures and other
investments.
15. According to the information and explanations given to
us, the Company has not given any guarantee for loans
taken by others from banks or financial institutions.
Therefore, the provisions of paragraph 4 (xv) of the said
Order are not applicable to the Company.
16. In our opinion and according to the information and
explanations given to us, the term loans have been
applied for the purposes for which they were obtained,
other than temporary deployment pending application.
17. In our opinion and according to the information and
explanations given to us, and on an overall examination
of the Balance Sheet of the Company, we report that
funds raised on short term basis amounting to
` 20,766.26 Mn. have been used for long term
investment.
18. According to information and explanations given to us,
the Company has not made preferential allotment of
shares to parties and companies covered in the Register
maintained under section 301 of the Companies
Act, 1956.
19. According to information and explanations given to us,
during the year covered by our audit report, the
Company had issued 1,000 debentures of ` 10 Mn. each.
The Company has created security in respect of the
debentures issued.
20. According to information and explanations given to us,
during the year covered by our audit report, the
Company has not raised any money by public issue.
21. To the best of our knowledge and according to the
information and explanations given to us, no fraud by
the Company and no fraud on the Company has been
noticed or reported during the year other than few cases
of unauthorised services utilised by external parties
valued at ` 13.13 Mn. (Approx) detected and
appropriately dealt with by the Management.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117 366W)
Khurshed Pastakia
Partner
(Membership No: 31544)
Place : Mumbai
Date : April 25, 2013
IDEA CELLULAR LIMITED
54
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Balance Sheet as at March 31, 2013
` Mn
Particulars Note As at As at
March 31, 2013 March 31, 2012
EQUITY AND LIABILITIES
Shareholders’ Funds
Share Capital 3 33,143.22 33,088.45
Reserves and Surplus 4 107,055.79 96,256.93
140,199.01 129,345.38
Non-Current Liabilities
Long-Term Borrowings 5 105,743.96 86,121.56
Deferred Tax Liabilities (Net) 6 10,231.17 5,527.39
Other Long-Term Liabilities 7 8,266.48 6,264.38
Long-Term Provisions 8 2,018.86 1,389.63
126,260.47 99,302.96
Current Liabilities
Short-Term Borrowings 9 7,050.38 15,260.14
Trade Payables (includes amount referred in Note 41 & 44) 24,315.89 20,964.91
Other Current Liabilities 10 45,201.05 44,903.86
Short-Term Provisions 11 1,239.69 63.28
77,807.01 81,192.19
TOTAL 344,266.49 309,840.53
ASSETS
Non-Current Assets
Fixed Assets
Tangible Assets 12 176,859.46 168,938.26
Intangible Assets 12 82,526.00 68,494.31
Capital Work-in-Progress 12 8,434.25 6,332.73
Non-Current Investments 13 16,377.07 16,368.07
Long-Term Loans and Advances 14 30,018.68 25,824.03
314,215.46 285,957.40
Current Assets
Current Investments 15 9,296.00 -
Inventories 16 545.10 529.39
Trade Receivables 17 9,156.79 8,075.54
Cash and Bank Balances 18 1,157.36 1,341.90
Short-Term Loans and Advances 19 9,887.34 13,918.62
Other Current Assets 20 8.44 17.68
30,051.03 23,883.13
TOTAL 344,266.49 309,840.53
Significant Accounting Policies 2 -
The accompanying notes are an integral part of the Financial Statements
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board
Chartered Accountants
Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania
Partner Director Director Managing Director
Membership No.: 31544
Place : Mumbai Akshaya Moondra Pankaj Kapdeo
Date : April 25, 2013 Chief Financial Officer Company Secretary
Annual Report 2012-13
55
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Statement of Profit and Loss for the year ended March 31, 2013
` Mn
Particulars Note For the year ended For the year ended
March 31, 2013 March 31, 2012
INCOME
Service Revenue 220,434.35 192,753.18
Other Income 21 434.39 470.15
TOTAL 220,868.74 193,223.33
OPERATING EXPENDITURE
Personnel Expenditure 22 10,038.30 8,588.27
Network Expenses and IT Outsourcing Cost 23 63,551.95 56,592.56
License Fees and WPC Charges 24 24,752.50 23,231.83
Roaming & Access Charges 25 40,145.27 32,798.75
Subscriber Acquisition & Servicing Expenditure 26 21,324.32 20,540.75
Advertisement and Business Promotion Expenditure 4,535.61 4,210.76
Administration & Other Expenses 27 4,956.29 4,132.04
169,304.24 150,094.96
PROFIT BEFORE FINANCE CHARGES, DEPRECIATION, AMORTISATION & TAXES 51,564.50 43,128.37
Finance & Treasury Charges (Net) 28 8,134.55 9,078.04
Depreciation 12 25,383.58 20,194.55
Amortisation of Intangible Assets 12 5,159.99 5,433.16
PROFIT BEFORE TAX 12,886.38 8,422.62
Provision for Taxation - Current 2,737.36 1,808.11
- Deferred 4,703.79 2,657.24
- MAT Credit (2,737.36) (1,808.11)
PROFIT AFTER TAX 8,182.59 5,765.38
Earnings Per Share of ` 10 each fully paid up (in `) 48
Basic 2.47 1.74
Diluted 2.47 1.74
Significant Accounting Policies 2
The accompanying notes are an integral part of the Financial Statements
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board
Chartered Accountants
Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania
Partner Director Director Managing Director
Membership No.: 31544
Place : Mumbai Akshaya Moondra Pankaj Kapdeo
Date : April 25, 2013 Chief Financial Officer Company Secretary
IDEA CELLULAR LIMITED
56
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Notes forming part of the Financial Statements
1. CORPORATE INFORMATION
Idea Cellular Limited (‘the Company’), an Aditya Birla Group
company, is one of the leading national telecom service
providers in India. The Company is engaged in the business
of Mobility and Long Distance services.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Preparation of Financial Statements:
The Financial Statements have been prepared under
the historical cost convention on accrual basis,
mandatory applicable accounting standards in India
and the provisions of the Companies Act, 1956.
All assets and liabilities have been classified as current
or non-current as per the operating cycle criteria set
out in the Revised Schedule VI to the Companies Act,
1956, issued in 2011.
b) Fixed Assets:
Fixed assets are stated at cost of acquisition and
installation less accumulated depreciation. Cost is
inclusive of freight, duties, levies and any directly
attributable cost of bringing the assets to their working
condition for intended use.
Asset retirement obligations are capitalized based on
a constructive obligation as a result of past events,
when it is probable that an outflow of resources will
be required to settle the obligation and a reliable
estimate of the amount can be made. Such costs are
depreciated over the remaining useful life of
the asset.
c) Expenditure during pre-operative period of license:
Expenses incurred on project and other charges during
construction period are included under
pre-operative expenditure (grouped under Capital
Work in Progress) and are allocated to the cost of Fixed
Assets on the commencement of commercial
operations.
d) Depreciation and Amortisation:
Depreciation on fixed assets is provided on straight-
line method (except stated otherwise) on pro-rata
basis on their estimated useful economic lives as
given below:-
Tangible Assets Years
Buildings 9 to 30
Network Equipments 10 to 13
Optical Fibre 15
Other Plant and Machineries 5
Office Equipments 3 to 5
Computers 3
Furniture and Fixtures 3 to 10
Motor Vehicles upto 5
Leasehold Improvements Period of Lease
Leasehold Land Period of Lease
Intangible Assets are amortised on straight-line
method as under:-
i) Cost of Rights, Licences including the fees paid on
fixed basis prior to revenue share regime and
Spectrum fee is amortised on straight-line method
on commencement of operations over the validity
period.
ii) Software, which is not an integral part of hardware,
is treated as an intangible asset and is amortized
over its useful economic life as estimated by the
management between 3 to 5 years.
iii) Bandwidth / Fibre taken on Indefeasible Right of
Use (IRU) is amortised over the agreement period.
Assets costing upto ` 5,000/- are depreciated fully
in the month of purchase.
e) Inventories:
Inventories are valued at cost or net realisable value,
whichever is lower. Cost is determined on weighted
average basis.
f) Foreign Currency Transactions, Forward Contracts
& Other Derivatives:
i) Foreign Currency Transactions -
Transactions in foreign currency are recorded at
the exchange rates prevailing at the date of the
transactions. As per the transitional provisions
given in the notification issued by Ministry of
Corporate Affairs dated March 31, 2009, the
company has opted for the option of adjusting the
exchange difference on long term foreign currency
monetary items to the cost of the assets acquired
out of these foreign currency monetary items. The
company has aligned its accounting policy based
on this notification and its further amendment.
Exchange difference arising out of fluctuation in
exchange rates on settlement / period end is
accounted based on the nature of transaction as
under:
– Short term foreign currency monetary assets
and liabilities: recognised in the Statement of
Profit and Loss.
- Long term foreign currency monetary
liabilities used for acquisition of fixed assets:
adjusted to the cost of the fixed assets and
amortised over the remaining useful life of the
asset.
- Other Long term foreign currency monetary
liabilities: recognised in “Foreign Currency
Monetary Item Translation Difference
Account” and amortised over the period of
liability not exceeding March 31, 2020.
Annual Report 2012-13
57
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ii) Forward Contracts & Other Derivatives -
Premium / discount amount on forward contract
is amortised on period basis related to the contract
it pertains to. Profit or loss arising on cancellation
of forward exchange contract is recognised in the
period in which the contract is cancelled.
Derivative contracts not covered under Accounting
Standard 11 “The Effects of Changes in Foreign
Exchange Rates”, entered for hedging foreign
currency fluctuations and interest rate risk are
marked to market at each reporting date. Loss, if
any, on such valuation is recognised in the
Statement of Profit & Loss in that period and gains,
if any, are not recognised as per the principle of
prudence enunciated in Accounting Standard 1,
“Disclosure of Accounting Policies”.
g) Taxation:
i) Current Tax: Provision for current income tax is
made on the taxable income using the applicable
tax rates and tax laws. Advance Income Tax and
Provision for Current Tax is disclosed in the balance
sheet at net as these are settled on net basis.
ii) Deferred Tax: Deferred tax arising on account of
timing differences and which are capable of
reversal in one or more subsequent periods is
recognised using the tax rates and tax laws that
have been enacted or substantively enacted.
Deferred tax assets are not recognised unless there
is virtual certainty with respect to the reversal of
the same in future years.
iii) Minimum Alternate Tax (MAT) credit: MAT is
recognised as an asset only when and to the
extent there is convincing evidence that the
Company will pay normal income tax during the
specified period. In the year in which the MAT
credit becomes eligible to be recognized as an
asset in accordance with the recommendations
contained in the Guidance Note issued by the ICAI,
the said asset is created by way of a credit to the
Statement of Profit and Loss and is shown as MAT
Credit Entitlement. The Company reviews the same
at each balance sheet date and writes down the
carrying amount of MAT Credit Entitlement to the
extent there is no longer convincing evidence to
the effect that Company will pay normal Income
Tax during the specified period.
h) Retirement Benefits:
Contributions to Provident and Pension funds are
funded with the appropriate authorities and charged
to the Statement of Profit and Loss.
Contributions to Superannuation are funded with the
Life Insurance Corporation of India and charged to the
Statement of Profit and Loss.
Liability for Gratuity as at the year end is provided on
the basis of actuarial valuation and funded with the
Life Insurance Corporation of India.
Provision in accounts for leave benefits to employees
is based on actuarial valuation done by projected
accrued benefit method at the period end.
i) Revenue Recognition and Receivables:
Revenue on account of telephony services (mobile &
long distance) and sale of handsets and related
accessories is recognized net of rebates, discount,
service tax, etc. on rendering of services and supply of
goods respectively. Recharge fees on recharge
vouchers is recognized as revenue as and when the
recharge voucher is activated by the subscriber.
Service income from passive infrastructure is
recognized on accrual basis (net of reimbursements)
as per the contractual terms on straight line method
over the contract period.
Unbilled receivables, represent revenues recognized
from the bill cycle date to the end of each month. These
are billed in subsequent periods as per the agreed
terms.
Debts (net of security deposits outstanding there
against) due from subscribers, which remain unpaid
for more than 90 days from the date of bill and/or other
debts which are otherwise considered doubtful, are
provided for.
Provision for doubtful debts on account of interconnect
usage charges (IUC), roaming charges and passive
infrastructure sharing from other telecom operators
is made for dues outstanding more than 180 days from
the date of billing other than cases when an amount is
payable to that operator or in specific case when
management is of the view that the amount is
recoverable.
j) Investments:
Current Investments are stated at lower of cost or fair
value in respect of each separate investment.
Long-term investments are stated at cost less provision
for diminution in value other than temporary, if any.
k) Borrowing Cost:
Interest and other costs incurred in connection with
the borrowing of the funds are charged to revenue on
accrual basis except those borrowing costs which are
directly attributable to the acquisition or construction
of those fixed assets, which necessarily take a
substantial period of time to get ready for their
intended use. Such costs are capitalized with the fixed
assets.
l) License Fees – Revenue Share:
With effect from August 1, 1999 the variable Licence
fee computed at prescribed rates of revenue share is
Notes forming part of the Financial Statements
IDEA CELLULAR LIMITED
58
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being charged to the Statement of Profit and Loss in
the period in which the related revenue arises. Revenue
for this purpose comprises adjusted gross revenue as
per the licence agreement of the licence area to which
the licence pertains.
m) Use of Estimate:
The preparation of financial statements in conformity
with generally accepted accounting principles require
estimates and assumptions to be made that affect the
reported amounts of assets and liabilities and
disclosure of contingent liabilities on the date of the
financial statements and the reported amounts of
revenues and expenses during the reporting year.
Differences between actual results and estimates are
recognised in the periods in which the results are
known / materialise.
n) Leases:
i) Operating: Lease of assets under which significant
risks and rewards of ownership are effectively
retained by the lessor are classified as operating
leases. Lease payments under an operating lease
are recognised as expense in the Statement of
Profit and Loss, on a straight-line or other
systematic basis over the lease term.
ii) Finance: Leased assets acquired on which
significant risks and rewards of ownership
effectively transferred to the Company are
capitalised at lower of fair value or the amounts
paid under such lease arrangements. Such assets
are amortised over the period of lease or estimated
life of such assets whichever is less.
o) Earnings Per Share:
The earnings considered in ascertaining the Company’s
EPS comprise of the net profit after tax, after reducing
dividend on Cumulative Preference Shares for the
period (irrespective of whether declared, paid or not),
as per Accounting Standard 20 on “Earnings Per Share”,
issued by the Institute of Chartered Accountants of
India. The number of shares used in computing basic
EPS is the weighted average number of shares
outstanding during the period. The diluted EPS is
calculated on the same basis as basic EPS, after
adjusting for the effects of potential dilutive equity
shares unless the effect of the potential dilutive equity
shares is anti-dilutive.
p) Impairment of Assets:
Assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss
is recognized in accordance with Accounting Standard-
28 “Impairment of Assets”, for the amount by which
the asset’s carrying amount exceeds its recoverable
amount as on the carrying date. The recoverable
amount is higher of the asset’s fair value less costs to
sell vis-à-vis value in use. For the purpose of
impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows.
q) Provisions & Contingent Liability:
Provisions are recognized when the Company has
a present obligation as a result of past events; it is
more likely than not that an outflow of resources will
be required to settle the obligation; and the amount
has been reliably estimated. A contingent liability is
disclosed where there is a possible obligation or a
present obligation that may, but probably will not,
require an outflow of resources.
r) Issue Expenditure:
Expenses incurred in connection with issue of equity
shares are adjusted against share premium.
s) Employee Stock Option:
In respect of stock options granted pursuant to
the company’s Employee Stock Option Scheme, the
intrinsic value of the option is treated as discount and
accounted as employee compensation cost over the
vesting period.
In respect of re-pricing of existing stock option, the
incremental intrinsic value of the option is accounted
for as employee cost over the remaining vesting period.
Notes forming part of the Financial Statements
Annual Report 2012-13
59
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Notes forming part of the Financial Statements
3 SHARE CAPITAL
a) Authorised, Issued, Subscribed and Paid-up Share Capital:
Particulars As at March 31, 2013 As at March 31, 2012
Numbers ` Mn Numbers ` Mn
Authorised
Equity Shares of `10 each 6,775,000,000 67,750.00 6,775,000,000 67,750.00
Redeemable Cumulative Non-Convertible
Preference Shares of `10 Mn. each 1,500 15,000.00 1,500 15,000.00
6,775,001,500 82,750.00 6,775,001,500 82,750.00
Issued, Subscribed and Paid-Up
Equity Share Capital
Equity Shares of `10 each fully Paid-up 3,314,321,766 33,143.22 3,308,845,110 33,088.45
Total 3,314,321,766 33,143.22 3,308,845,110 33,088.45
(i) Out of the above, 199,153,469 Equity Shares are allotted as fully paid up under the Scheme of amalgamation of Spice
Communications Limited without payments being received in cash.
b) Reconciliation of the number of Shares outstanding:
Particulars As at March 31, 2013 As at March 31, 2012
Numbers ` Mn Numbers ` Mn
Equity shares outstanding at the beginning of the year 3,308,845,110 33,088.45 3,303,271,505 33,032.72
Equity shares allotted pursuant to exercise of ESOP 5,476,656 54.77 5,573,605 55.73
Equity shares outstanding at the end of the year 3,314,321,766 33,143.22 3,308,845,110 33,088.45
c) Rights attached to Equity Shareholders:
The Company has only one class of equity shares having par value of ` 10 per share. Each holder of equity shares is
entitiled to one vote per share.
d) Shareholders’ holding more than 5% shares of the Company:
Name of Shareholder Class of Shares As at March 31, 2013 As at March 31, 2012
Numbers %age Numbers %age
Aditya Birla Nuvo Limited Equity Shares 837,526,221 25.27% 837,526,221 25.31%
Birla TMT Holdings
Private Limited Equity Shares 283,565,373 8.56% 283,565,373 8.57%
Grasim Industries Limited Equity Shares 171,013,894 5.16% 171,013,894 5.17%
Hindalco Industries Limited Equity Shares 228,340,226 6.89% 228,340,226 6.90%
P5 Asia Investments
(Mauritius) Limited Equity Shares 330,000,000 9.96% 330,000,000 9.97%
Axiata Investments 2
(India) Limited Equity Shares 195,427,333 5.90% 195,427,333 5.91%
TMI Mauritius Limited Equity Shares 464,734,670 14.02% 464,734,670 14.05%
IDEA CELLULAR LIMITED
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` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
4 RESERVES AND SURPLUS
a) Debenture Redemption Reserve
Balance at the beginning of the year - -
Add: Transfer from Statement of Profit and Loss 93.15 -
Balance at the end of the year 93.15 -
b) Securities Premium Account
Balance at the beginning of the year 64,796.63 64,450.77
Add: Premium on issue of shares under ESOS scheme 329.04 345.86
Add: Cost of licenses impaired earlier and debited to securities premium
now adjusted against new spectrum taken in auction (Refer Note 29) 3,585.80 -
Balance at the end of the year 68,711.47 64,796.63
c) Outstanding Employee Stock Options
Balance at the beginning of the year 349.48 478.09
Add: Charge for the year (Refer Note 42) 0.32 35.88
Less: Transfer to Securities Premium Account on exercise of Options 135.61 164.49
Balance at the end of the year 214.19 349.48
d) Reserve for Business Restructuring
Balance at the beginning of the year 168.67 168.67
Less: Transfer to General Reserve 168.67 -
Balance at the end of the year - 168.67
e) General Reserve
Balance at the beginning of the year 20,694.54 20,694.54
Add: Transfer from Reserve for Business Restructuring 168.67 -
Balance at the end of the year 20,863.21 20,694.54
f) Surplus in Statement of Profit and Loss
Balance at the beginning of the year 10,247.61 4,482.23
Add: Profit during the year 8,182.59 5,765.38
Less: Transfer to Debenture Redemption Reserve 93.15 -
Less: Proposed Dividend 994.30 -
Less: Dividend Distribution Tax on Proposed Dividend 168.98 -
Balance at the end of the year 17,173.77 10,247.61
Total 107,055.79 96,256.93
Notes forming part of the Financial Statements
e) Share Options granted under the Employee Stock Option Scheme:
Under the Employee Stock Option Scheme (“ESOS 2006”), the Company has granted options to its eligible employees.
Each option when exercised would be converted into one fully paid-up equity share of ` 10 of the Company. Options
granted under the ESOS 2006 carry no rights to dividends and no voting rights till the date of exercise. As at the end of
financial year reporting date, details of outstanding options are as follows:
Particulars As at March 31, 2013 As at March 31, 2012
No. of Options No. of Options
Options outstanding at the beginning of the year 18,471,360 24,516,925
Options granted during the year - -
Options forfeited / lapsed during the year 237,124 471,960
Options exercised during the year 5,476,656 5,573,605
Options outstanding at the end of the year 12,757,580 18,471,360
Weighted average exercise price of outstanding options (Amount in `) 50.44 49.04
Annual Report 2012-13
61
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a) Secured Loans are covered by:
Term Loans including current maturities are secured by way of first charge / assignment ranking pari-passu interse the
lenders, as under:
i. First charge on all the movable and immovable properties of the Company respectively,
ii. First charge over all intangible assets (excluding Telecom Licenses) of the Company,
iii. Assignment of the rights, titles and interest, on deposits, investments, bank accounts, book debts, insurance covers,
other general assets, letters of credit and guarantees, provided in favour of the Company.
Out of the above Loan, Foreign Currency Loan amounting to ` 56,110.84 Mn. (Previous year ` 43,698.74 Mn.) and Rupee
Loan amounting to ` 9,590.46 Mn. (Previous year ` 21,506.08 Mn.) additionally have pledge on 60% shareholding of
Indus Towers Limited held by wholly owned subsidiary. Further Foreign Currency Loan amounting to ` 7,010.50 Mn.
(Previous year ` 8,660.71 Mn.) & Rupee Loan amounting to ` 9,590.46 Mn. (Previous year ` 21,506.08 Mn.) included
above, have additional security as first priority charge over Telecom Licenses also. NCD amounting to ` 6,260.00 Mn.
have pari passu charge only on the tangible fixed assets of the Company.
Vehicle Loans including current maturities is secured by hypothecation of Vehicles against which the loans have been taken.
b) Repayment Terms of outstanding Long Term Borrowings (excluding current maturities) as on March 31, 2013:
Repayment Terms for Secured Foreign Currency Borrowings
Facility 1 (` 770.81 Mn.) - Balance amount is repayable in August, 2014
Notes forming part of the Financial Statements
5 LONG TERM BORROWINGS
SECURED LOANS
626 (Previous year Nil) 9.45% Redeemable Non Convertible
Debentures (NCD) of ` 10 Mn. each 6,260.00 -
(The Company has re-purchased 374 NCDs of ` 10 Mn. each, at par,
aggregating to ` 3,740 Mn. with an option to re-issue the same in future)
Term Loans
Foreign Currency Loan
- From Banks 770.57 1,857.22
- From Others 48,507.17 36,882.16
Rupee Loan
- From Banks 20,522.49 26,826.39
- From Others 3,000.00 5,075.82
Vehicle Loan from Banks 266.61 234.46
Total 79,326.84 70,876.05
UNSECURED LOANS
Term Loans
Foreign Currency Loan
- From Banks 13,103.14 15,245.51
Deferred Payment Liabilities towards Spectrum 13,313.98 -
26,417.12 15,245.51
Total 105,743.96 86,121.56
` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
IDEA CELLULAR LIMITED
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Notes forming part of the Financial Statements
Facility 2 (` 10,910.07 Mn.) -
Tranche 1 - Balance amount is repayable in 11 equal half yearly installments starting September, 2014
Tranche 2 - Balance amount is repayable in 14 equal half yearly installments starting August, 2014
Facility 3 (` 7,060.86 Mn.) - Balance amount is repayable in 15 equal half yearly installments starting June, 2014
Facility 4 (` 2,722.15 Mn.) - Balance amount is repayable in 19 equal half yearly installments starting April, 2014
Facility 5 (` 8,392.50 Mn.) -
Tranche 1 - Balance amount is repayable in 12 equal half yearly installments starting April, 2014
Tranche 2 - Balance amount is repayable in 2 equal half yearly installments starting April, 2020
Facility 6 (` 6,732.26 Mn.) - Balance amount is repayable in 15 equal half yearly installments starting May, 2014
Facility 7 (` 7,497.36 Mn.) -
Tranche 1 - 17 equal half yearly installments starting July, 2014
Tranche 2 - 15 equal half yearly installments starting July, 2014
Facility 8 (` 5,191.74 Mn.) - Balance amount is repayable as follows:
1) 5 equal quarterly installments of 1.25% each of the total drawn amount starting April, 2014
2) 16 equal quarterly installments of 4.13% each of the total drawn amount starting July, 2015
3) 4 equal quarterly installments of 4.75% each of the total drawn amount starting July, 2019
Repayment Terms for Secured INR Borrowings
Facility 1 (` 9,122.49 Mn.) - Balance amount is repayable as follows:
1) 4 equal quarterly installments of 6.25% each of the total drawn amount starting April, 2014
2) 4 equal quarterly installments of 5.00% each of the total drawn amount starting April, 2015
Facility 2 (` 14,400.00 Mn.) - Balance amount is repayable as follows:
1) 4 equal quarterly installments of ` 400 Mn. each starting June, 2014
2) 4 equal quarterly installments of ` 800 Mn. each starting June, 2015
3) 8 equal quarterly installments of ` 1,200 Mn. each starting June, 2016
NCDs (` 6,260.00 Mn.) - Repayable in October, 2019
Vehicles Loans are repayable in equal monthly installments over the term of the loan ranging from 2 to 4 years
Repayment Terms for Unsecured Foreign Currency Borrowings
Facility 1 (` 6,762.30 Mn.) - 5 years from drawdown date ending October 4, 2015
Facility 2 (` 1,185.43 Mn.) - Balance amount is repayable in February, 2015
Facility 3 (` 5,155.41 Mn.) - Balance amount is repayable as follows:
1) 20% of total drawdown is repayable in June, 2014
2) 60% of total drawdown is repayable in June, 2018
Deferred Payment Liability towards Spectrum is repayable in 10 equated annual installments starting December, 2015.
c) Summary of Repayment terms:
` Mn
Particulars Loan repayable in
1 to 2 years 2 to 5 years After 5 years
Secured 14,148.82 38,378.49 26,799.54
Unsecured 2,424.79 10,756.49 13,235.84
Annual Report 2012-13
63
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` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
6 DEFERRED TAX LIABILITIES
Major components of Deferred Tax are:
a) Deferred Tax Liability:
Depreciation & Amortisation 18,254.37 14,954.94
Total Deferred Tax Liability (A) 18,254.37 14,954.94
b) Deferred Tax Asset:
Provision for Doubtful Debts 1,246.75 933.37
Expenses allowable on Payment Basis 785.71 565.56
Brought Forward losses 5,928.67 7,865.10
Others 62.07 63.52
Total Deferred Tax Asset (B) 8,023.20 9,427.55
Net Deferred Tax Liability (A - B) 10,231.17 5,527.39
7 OTHER LONG TERM LIABILITIES
a) Trade Payables 2,925.73 2,320.35
b) Capex Creditors 48.38 77.85
c) Unearned Income 2,950.92 2,120.88
d) Deposits from Customers and Others 1,904.60 1,745.30
e) Interest accrued but not due 436.85 -
Total 8,266.48 6,264.38
8 LONG TERM PROVISIONS
a) Gratuity (Refer Note 42) 732.69 263.02
b) Leave Encashment 865.72 687.41
c) Asset Retirement Obligation (Refer Note 49) 420.45 439.20
Total 2,018.86 1,389.63
Notes forming part of the Financial Statements
IDEA CELLULAR LIMITED
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` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
9 SHORT TERM BORROWINGS
a) SECURED LOANS
Short Term Loan from Banks - 7,065.33
b) UNSECURED LOANS
Short Term Loan
- from Banks 2.12 248.19
- from Others (includes amount referred in Note 44) 2,793.87 500.00
Buyers Credit in Foreign Currency from Banks 4,254.39 6,446.62
Commercial Papers from Banks - 1,000.00
Total 7,050.38 15,260.14
10 OTHER CURRENT LIABILITIES
a) Current Maturities of Long Term Debt 16,687.12 19,574.83
b) Interest accrued but not due on Borrowings 913.28 653.22
c) Advance from Customers and Unearned Income 9,608.39 9,143.16
d) Capex Creditors 10,302.60 8,738.85
e) Book Bank Overdraft 174.98 334.29
f) Taxes and Other Liabilities 7,514.68 6,459.51
Total 45,201.05 44,903.86
11 SHORT TERM PROVISIONS
a) Leave Encashment 76.41 63.28
b) Proposed Dividend 994.30 -
c) Dividend Distribution Tax on Proposed Dividend 168.98 -
Total 1,239.69 63.28
Notes forming part of the Financial Statements
Annual Report 2012-13
65
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NotesformingpartoftheFinancialStatements
12.FIXEDASSETS
A-TANGIBLEASSETS`Mn
GrossBlockAccumulatedDepreciationNetBlock
ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsatAsat
April1,2012fortheAdjustmentsMarch31,2013April1,2012fortheAdjustmentsMarch31,2013March31,2013March31,2012
yearendedfortheyearendedforthe
March31,2013yearendedMarch31,2013yearended
March31,2013March31,2013
FreeholdLand92.53--92.53----92.5392.53
LeaseholdLand193.780.74-194.5277.9312.34-90.27104.25115.85
Buildings1,450.881.07-1,451.95458.6260.03-518.65933.30992.26
Plant&Machinery256,169.2433,068.35857.24288,380.3589,647.9224,776.62654.00113,770.54174,609.81166,521.32
Furniture&Fixtures1,581.4441.163.971,618.631,032.27160.803.161,189.91428.72549.17
OfficeEquipment3,476.90128.5278.813,526.613,221.27147.7377.703,291.30235.31255.63
Vehicles1,064.67288.65120.811,232.51653.17226.06102.26776.97455.54411.50
TOTAL264,029.4433,528.491,060.83296,497.1095,091.1825,383.58837.12119,637.64176,859.46168,938.26
Notes:
1.Plant&Machineryincludesassetsheldfordisposal-GrossBlock`243.76Mn.(Previousyear`66.09Mn.)andNetBlock`24.61Mn.(Previousyear`1.29Mn.).
2.Plant&MachineryincludesGrossBlockofassetscapitalisedunderfinancelease`10,470.14Mn.(Previousyear`7,046.64Mn.)andcorrespondingAccumulatedDepreciationbeing`6,584.01Mn.
(Previousyear`4,664.16Mn.).
3.Exchangelossamountingto`4,120.31Mn.(Previousyearexchangeloss`5,635.25Mn.)capitalisedaspertransitionalprovisionsofnotificationunderAS-11,issuedbytheMinistryofCorporate
Affairs.
4.Depreciationchargefortheyearincludesaccelerateddepreciationof`170.21Mn.duetochangeinestimatedusefullifeofcertainfixedassets.
B-INTANGIBLEASSETS`Mn
GrossBlockAccumulatedAmortisationNetBlock
ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsatAsat
April1,fortheAdjustmentsMarch31,2013April1,2012fortheAdjustmentsMarch31,2013March31,2013March31,2012
2012yearendedfortheyearendedforthe
March31,2013yearendedMarch31,2013yearended
March31,2013March31,2013
Entry/LicenseFees&Spectrum86,126.1720,373.103,260.10103,239.1723,860.094,120.63-27,980.7275,258.4562,266.08
Computer-Software4,663.92189.331.584,851.673,445.20634.771.584,078.39773.281,218.72
Bandwidth5,503.581,890.180.837,392.93494.07404.59-898.666,494.275,009.51
TOTAL96,293.6722,452.613,262.51115,483.7727,799.365,159.991.5832,957.7782,526.0068,494.31
GrandTotal360,323.1155,981.104,323.34411,980.87122,890.5430,543.57838.70152,595.41259,385.46237,432.57
Notes:
1.Computer-SoftwareincludeGrossBlockofassetscapitalisedunderfinancelease`2,151.48Mn.(Previousyear`1,965.26Mn.)andcorrespondingAccumulatedAmortisationbeing`1,763.99Mn.
(Previousyear`1,311.98Mn).
2.TheremainingamortisationperiodofLicense/SpectrumfeesasatMarch31,2013rangesbetween4to19yearsbasedontherespectiveTelecomServiceLicenseperiod.
CapitalWorkinProgress(Netofimpairmentprovisionof`4,844.60Mn.)8,434.256,332.73
IDEA CELLULAR LIMITED
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NotesformingpartoftheFinancialStatements
12.FIXEDASSETS
C-TANGIBLEASSETS`Mn
GrossBlockAccumulatedDepreciationNetBlock
ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsat
April1,2011fortheAdjustmentsMarch31,2012April1,2011fortheAdjustmentsMarch31,2012March31,2012
yearendedfortheyearendedforthe
March31,2012yearendedMarch31,2012yearended
March31,2012March31,2012
FreeholdLand92.53--92.53----92.53
LeaseholdLand193.340.44-193.7865.7312.20-77.93115.85
Buildings1,427.9022.98-1,450.88397.0861.54-458.62992.26
Plant&Machinery210,806.8545,980.86618.47256,169.2470,736.5619,525.91614.5589,647.92166,521.32
Furniture&Fixtures1,467.50123.409.461,581.44879.41161.578.711,032.27549.17
OfficeEquipment3,353.84178.3855.323,476.903,048.88227.4755.083,221.27255.63
Vehicles901.80309.46146.591,064.67577.43205.86130.12653.17411.50
TOTAL218,243.7646,615.52829.84264,029.4475,705.0920,194.55808.4695,091.18168,938.26
D-INTANGIBLEASSETS`Mn
GrossBlockAccumulatedAmortisationNetBlock
ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsat
April1,2011fortheAdjustmentsMarch31,2012April1,2011fortheAdjustmentsMarch31,2012March31,2012
yearendedfortheyearendedforthe
March31,2012yearendedMarch31,2012yearended
March31,2012March31,2012
Entry/LicenseFees65,318.2720,807.90-86,126.1719,398.594,461.50-23,860.0962,266.08
Computer-Software3,838.69825.23-4,663.922,709.90735.30-3,445.201,218.72
Bandwidth1,986.813,516.77-5,503.58257.71236.36-494.075,009.51
TOTAL71,143.7725,149.90-96,293.6722,366.205,433.16-27,799.3668,494.31
GrandTotal289,387.5371,765.42829.84360,323.1198,071.2925,627.71808.46122,890.54237,432.57
Annual Report 2012-13
67
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Notes forming part of the Financial Statements
` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
13 NON CURRENT INVESTMENTS
Long-Term Trade Investment (Unquoted) at Cost
Investments in Shares of Subsidiaries
Aditya Birla Telecom Limited 16,327.76 16,327.76
10,000,000 fully paid equity shares of ` 10 each
Idea Cellular Infrastructure Services Limited 0.50 0.50
50,000 fully paid equity shares of ` 10 each
Idea Mobile Commerce Services Limited 10.00 1.00
1,000,000 (Previous year 100,000) fully paid equity shares of ` 10 each
Idea Cellular Services Limited 0.50 0.50
50,000 fully paid equity shares of ` 10 each
Idea Telesystems Limited 38.31 38.31
50,000 fully paid equity shares of ` 10 each
Total 16,377.07 16,368.07
14 LONG-TERM LOANS AND ADVANCES
(Unsecured, considered good unless otherwise stated)
a) Capital Advances 65.41 233.43
b) Deposits and Balances with Government Authorities 343.13 333.22
c) Deposits with Body Corporates and Others (includes amount referred in Note 45) 12,614.72 14,463.38
d) MAT Credit Entitlement 9,888.37 7,151.01
e) Advance Income Tax (Net of provision of ` 2,737.36 Mn) 2,647.05 -
f) Other Loans and Advances (includes amount referred in Note 44) 4,460.00 3,642.99
Total 30,018.68 25,824.03
15 CURRENT INVESTMENTS
Investment in Units of Liquid Mutual Funds (Refer Note 38) 9,296.00 -
Total 9,296.00 -
16 INVENTORIES
Sim and Recharge Vouchers 545.10 529.39
Total 545.10 529.39
IDEA CELLULAR LIMITED
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Notes forming part of the Financial Statements
` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
17 TRADE RECEIVABLES
a) Billed Receivables
Unsecured - Considered Good
Outstanding for a period exceeding six months from due date 743.96 358.42
Other Receivables 5,459.66 4,536.62
6,203.62 4,895.04
Unsecured - Considered Doubtful
Outstanding for a period exceeding six months from due date 3,376.11 2,679.94
Other Receivables 291.84 196.80
3,667.95 2,876.74
Less: Provision for Doubtful Debts 3,667.95 2,876.74
6,203.62 4,895.04
Trade receivables include certain parties from whom Security Deposits of ` 266.57 Mn.
(Previous year ` 204.55 Mn.) have been taken and are lying with the Company
b) Unbilled Receivables 2,953.17 3,180.50
Total 9,156.79 8,075.54
18 CASH AND BANK BALANCES
a) Cash and Cash Equivalents
Cash on Hand 26.43 16.61
Cheques on Hand 203.30 114.17
Balances with Banks
- In Current Accounts 655.28 265.02
- In Deposit Accounts 227.25 904.47
1,112.26 1,300.27
b) Other Bank Balances
Margin Money with Banks 45.10 41.63
Total 1,157.36 1,341.90
19 SHORT TERM LOANS AND ADVANCES
(Unsecured, considered good unless otherwise stated)
a) Advance Income Tax (Net of provision of ` Nil, Previous year ` 1,808.11 Mn.) 1,402.28 2,951.52
b) Deposits with Body Corporates and Others (includes amount referred in Note 44) 1,993.27 1,990.76
c) Cenvat Credit 3,142.00 3,002.10
d) Other Loans and Advances (includes amount referred in Note 45)
- Considered Good 3,349.79 5,974.24
- Considered Doubtful 589.93 586.04
3,939.72 6,560.28
Less: Provision for Doubtful Advances 589.93 586.04
3,349.79 5,974.24
Total 9,887.34 13,918.62
20 OTHER CURRENT ASSETS
Interest Receivable 8.44 17.68
Total 8.44 17.68
Annual Report 2012-13
69
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Notes forming part of the Financial Statements
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
21 OTHER INCOME
Liabilities/Provisions no longer required written back 360.00 398.84
Miscellaneous Receipts 74.39 71.31
Total 434.39 470.15
22 PERSONNEL EXPENDITURE
Salaries and Allowances etc. 8,707.56 7,751.45
Contribution to Provident and Other Funds 847.11 416.89
Staff Welfare 365.57 315.03
Recruitment and Training 118.06 104.90
Total 10,038.30 8,588.27
23 NETWORK EXPENSES AND IT OUTSOURCING COST
Security Service Charges 685.39 658.98
Power and Fuel 18,414.84 15,532.52
Repairs and Maintenance - Plant and Machinery 6,776.36 5,300.47
Switching & Cellsites Rent 1,499.47 1,391.22
Lease Line and Connectivity Charges 5,455.04 5,876.70
Network Insurance 104.83 85.92
Passive Infrastructure Charges 27,168.34 24,303.82
Other Network Operating Expenses 568.26 525.71
IT Outsourcing Cost 2,879.42 2,917.22
Total 63,551.95 56,592.56
24 LICENSE FEES AND WPC CHARGES
License Fees 15,545.28 14,629.71
WPC and Spectrum Charges 9,207.22 8,602.12
Total 24,752.50 23,231.83
25 ROAMING & ACCESS CHARGES
Roaming Charges 6,660.23 4,188.96
Access Charges 33,485.04 28,609.79
Total 40,145.27 32,798.75
IDEA CELLULAR LIMITED
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Notes forming part of the Financial Statements
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
26 SUBSCRIBER ACQUISITION & SERVICING EXPENDITURE
Cost of Sim & Recharge Vouchers 1,685.16 1,897.80
Commission & Discount to Dealers 12,974.65 12,845.71
Customer Verification Expenses 1,611.91 1,403.65
Collection, Telecalling & Servicing Expenses 4,569.66 3,959.37
Customer Retention & Customer Loyalty Expenses 482.94 434.22
Total 21,324.32 20,540.75
27 ADMINISTRATION & OTHER EXPENSES
Repairs and Maintenance - Building 61.11 60.45
- Others 356.72 306.19
Other Insurance 14.43 12.20
Non Network Rent 871.99 706.57
Rates and Taxes 97.81 88.52
Electricity 398.23 345.41
Printing and Stationery 79.56 82.87
Communication Expenses 90.35 99.14
Travelling and Conveyance 728.01 648.98
Provision for Bad and Doubtful Debts / Advances 795.10 519.36
Bank Charges 88.45 71.41
Directors Sitting Fees 1.25 1.24
Legal and Professional Charges 495.59 510.53
Audit Fees (Refer Note 34) 40.00 38.20
Loss/(Gain) on Sale of Fixed Assets/Asset disposed off (Net) 65.61 (30.69)
Miscellaneous Expenses 772.08 671.66
Total 4,956.29 4,132.04
28 FINANCE AND TREASURY CHARGES (NET)
Interest
- On Fixed Period Loan (Previous year net of ` 42.24 Mn. capitalised) 7,897.34 8,252.06
- Others 258.85 238.58
Financing Charges 493.72 445.17
8,649.91 8,935.81
Less:
Interest Income 125.87 104.41
Profit on Sale of Mutual Funds 574.72 246.39
Gain/(Loss) on Foreign Exchange Fluctuation (Net) (185.23) (493.03)
Total 8,134.55 9,078.04
Annual Report 2012-13
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29. The Department of Telecommunications (DoT) conducted auction for the 1800 Mhz spectrum in November 2012 as
required by the Hon’ble Supreme Court’s judgment dated 2nd
February 2012, quashing the licenses granted to private
operators on or after 10th
January 2008 pursuant to two press releases issued on 10th
January 2008 and subsequent
allocation of spectrum to the licensees. As the Company was impacted by the said judgment in seven operating licenses,
the Company participated in the said auction and was successful in winning back the spectrum for these impacted service
areas at a price of ` 19,848.80 Mn. DoT then adjusted ` 6,845.90 Mn. paid by the Company for licenses applied in 2008 and
as per the payment options available as part of the auction, the Company has chosen the deferred payment option for the
balance amount.
DoT has issued LOI’s earmarking the spectrum won in these seven service areas and award of unified licenses. The Company
has applied to DoT for the issue of new licenses in these seven service areas and paid the license fee on the basis of LOI’s.
While services in these seven service areas continue, the effects provided in these financial statements for the year ended
31st
March 2013 are:
a) Out of the above ` 6,845.90 Mn. adjusted by DoT,
- License fee amounting to ` 3,260.10 Mn. paid for the seven operational licenses has been de capitalized.
- License fee amounting to ` 3,585.80 Mn. paid earlier for overlapping licenses which was impaired in FY2009-10 and
set off by withdrawal of an equivalent amount from the Securities Premium Account has been credited to Securities
Premium Account.
b) Reversal of accumulated amortization on the seven operational licenses amounting to ` 482.30 Mn., thereby the current
year amortization charge stands reduced to that extent.
c) Capitalisation of the the new licenses and earmarked spectrum.
30. The Division bench of Hon’ble Delhi High Court, vide its Order dated 13th
July 2012, reaffirmed amalgamation of erstwhile
Spice Communications Limited (Spice) with the Company. The said order also re-vested unto the Company the telecom
licenses which were transferred to and vested unto DoT pursuant to order dated 4th
July 2011, passed by single Judge of
Hon’ble Delhi High Court. Vide a separate order dated 13th
July 2012, the said Division bench also directed the DoT to
decide on transfer of licenses to the Company within a period of 3 months and dispute if any, between the Company and
DoT relating to such transfer should be referred to Hon’ble TDSAT for resolution. Vide its letter dated 28th
September 2012,
DoT requested the Company to submit a fresh application to consider transfer of licenses, which the Company has since
complied. Meanwhile the DoT made an application to the said division bench of Hon’ble Delhi High Court to extend the
period of three months, which expired on 12th
October 2012, by a further period of four months. The division bench of
Hon’ble Delhi High Court, vide its order passed on 17th
October 2012 gave further time to the DoT till 11th
November 2012
to take final decision on transfer of licenses. Thereafter, DoT again filed another application, to further extend the period
by three months. The said application of DoT was disposed off by Hon’ble Delhi High Court vide order dated
11th
December 2012, wherein DoT was directed to convey the final decision by 5th
January 2013. The final decision of the
DoT in the matter is awaited.
31. Contingent Liabilities:
i. DoT has issued demand notices towards one time spectrum charges -
- for spectrum beyond 6.2 Mhz in respective service areas for retrospective period from 1st
July 2008 to
31st
December 2012, amounting to ` 3,691.30 Mn., and
- for spectrum beyond 4.4 Mhz in respective service areas effective 1st
January 2013 till expiry of the period as per
respective licenses amounting to ` 17,443.70 Mn.
In the opinion of Company, inter-alia, the above demand amounts to alteration of financial terms of the licenses issued
in the past. The Company therefore, petitioned the Hon’ble High Court of Bombay, which directed DoT to respond and
not to take any coercive action until next date of hearing, which is scheduled for 6th
May 2013.
ii. The Company has a contingent obligation to buy compulsorily convertible preference shares issued by ABTL from the
holder at ` 21,548.16 Mn. (Previous year ` 20,982.50 Mn. ).
iii. Other Matters -
` Mn
Particulars As on As on
March 31, 2013 March 31, 2012
Income Tax Matters not acknowledged as debts (see a. below) 16,807.88 1,332.16
Sales Tax Matters not acknowledged as debts (see b. below) 395.64 2,757.84
Service Tax Matters not acknowledged as debts (see c. below) 1,381.91 4,241.74
Entry Tax and Customs Matters not acknowledged as debts (see d. below) 610.65 390.19
Licensing Disputes (see e. below) 9,955.78 4,760.08
Other claims not acknowledged as debts (see f. below) 2,050.38 2,011.54
Notes forming part of the Financial Statements
IDEA CELLULAR LIMITED
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Notes forming part of the Financial Statements
a. Income Tax Matters:
- AppealsfiledbytheCompanyagainstthedemandsraisedbyIncomeTaxAuthoritieswhicharependingbeforeAppellate
Authorities include mainly, disputes on account of incorrect disallowance of revenue share license fee, disputes on
non applicability of tax deduction at source on pre-paid margin allowed to prepaid distributors & roaming settlements,
disallowance of interest proportionate to interest free advances given to wholly owned subsidiaries etc.
- Appeals filed for tax demand on the net value of assets and liabilities vested with the company consequent to High
Court approved de-merger of telecom undertaking from its wholly owned subsidiary.
b. Sales Tax:
Sales Tax demands as at 31st
March 2013 mainly relate to the demands raised by the VAT/Sales Tax authorities of few
states on Broadband Connectivity, SIM cards etc. on which the Company has already paid Service Tax.
c. Service Tax:
Service Tax demands as at 31st
March 2013 mainly relate to the following matters:
- Interpretation issues arising out of Rule 6(3) of the Cenvat Credit Rules, 2004.
- Denial of Cenvat credit related to Towers, Shelters and OFC ducts.
- Disallowance of Cenvat Credit on input services viewed as not related to output service.
d. Entry Tax:
In certain states, Entry Tax is being demanded on receipt of material from outside the state. However, the Company has
challenged the constitutional validity of the levy.
e. Licensing Disputes:
- 3G Intra Circle Roaming Arrangements (ICR) – The Company had entered into roaming arrangements with other
operators to provide 3G services in service areas where it did not win 3G spectrum. DoT has sent notices to stop the
3G services in these service areas and also imposed penalty for providing 3G services in select service areas under
roaming arrangements. The matter is currently pending before the Hon’ble High Court of Delhi.
- Demands due to difference in interpretation of definition of Revenue and other license fee assessment related
matters
- Disputes relating to alleged non compliance of licensing conditions & other disputes with DoT, either filed by or
against the Company and pending before Hon’ble Supreme Court / TDSAT.
f. Other claims not acknowledged as debts:
Mainly include miscellaneous disputed matters with Local Municipal Corporation, Electricity Board and others.
32. Details of Guarantees given:
` Mn
Particulars As on As on
March 31, 2013 March 31, 2012
Bank Guarantees given 25,832.11 21,654.62
33. Capital and other Commitments:
Estimated amount of commitments as on 31st
March, 2013 towards -
• Contracts remaining to be executed for capital expenditure (net of advances) and not provided for are ` 17,495.40 Mn.
(Previous year ` 10,467.51 Mn.)
• Long term contracts remaining to be executed including early termination commitments (if any) is ` 18,076.12 Mn.
(Previous year ` 7,439.13 Mn.)
Annual Report 2012-13
73
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Notes forming part of the Financial Statements
34. Auditors’ Remuneration (excluding Service Tax):
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Statutory Audit Fees 40.00 38.20
Certification (included in Legal and Professional Charges) 4.20 3.65
Out of Pocket Expenses (included in Misc. Expenses) 0.40 0.42
Total Remuneration 44.60 42.27
35. CIF Value of Imports:
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Capital Goods (including spares) 12,863.71 11,918.68
36. Expenditure in Foreign Currency (on Accrual basis):
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Interest and Financing Charges 2,377.55 1,749.94
Travel 2.04 3.96
Professional and Consultancy Fees 12.95 18.20
International Roaming Charges 429.22 471.82
Termination / Carriage Charges 1,635.80 1,301.78
Others 358.02 206.68
37. Earnings in Foreign Currency (on Accrual basis):
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
International Roaming Charges 902.39 874.27
Termination / Carriage Charges 2,067.87 885.44
38. Details of Current Investments:
` Mn
Particulars As at March 31, 2013 As at March 31, 2012
Qty in ‘000 ` in Mn. Qty in ‘000 ` in Mn.
Units Value Units Value
Birla Sun Life Cash Plus - Growth - Direct Plan 20,685.23 3,883.00 - -
UTI - Floating Rate STP – Growth – Direct 755.05 1,413.00 - -
Religare Ultra Short Term Fund - Direct Plan - Growth 620.26 1,000.00 - -
Birla Sun Life Floating Rate - Long Term - Growth - Direct Plan 14,407.99 2,000.00 - -
IDFC Ultra Short Term Fund – Direct Plan - Growth 61,502.13 1,000.00 - -
Total 97,970.66 9,296.00 - -
IDEA CELLULAR LIMITED
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39. Information as per the requirement of Section 22 of The Micro, Small and Medium Enterprises Development Act, 2006:
` Mn
Particulars 2012-13 2011-12
a) (i) The principal amount remaining unpaid to any supplier at
the end of accounting year included in trade payables. 10.60 2.31
(ii) The interest due on above. Nil Nil
The Total of (i) & (ii) 10.60 2.31
b) The amount of interest paid by the buyer in
terms of section 16 of the Act. Nil Nil
c) The amount of the payment made to the supplier beyond
the appointed day during the accounting year Nil Nil
d) The amounts of interest accrued and remaining unpaid at
the end of financial year Nil Nil
e) The amount of interest due and payable for the period of delay
in making payment (which have been paid but beyond the due
date during the year) but without adding the interest specified
under this Act. Nil Nil
40. Personnel Expenditure includes ` 0.32 Mn. (Previous year ` 35.88 Mn.), being the amortisation of intrinsic value of ESOPs
for the year ending 31st March 2013.
Had the compensation cost for the Company’s stock based compensation plan been determined as per fair value approach
(calculated using Black & Scholes Option Pricing Model), the Company’s net income would be lower by ` 38.44 Mn. (Previous
year ` 115.23 Mn.) and earnings per share would be as indicated below:
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Net Profit After Tax 8,182.59 5,765.38
Add: Total stock-based employee compensation expense determined
under intrinsic value base method 0.32 35.88
Less: Total stock-based employee compensation expense determined
under fair value base method 38.76 151.11
Adjusted Net Profit 8,144.15 5,650.15
Basic Earnings per Share (in `)
- As Reported 2.47 1.74
- Adjusted 2.46 1.71
Diluted Earnings per Share (in `)
- As Reported 2.47 1.74
- Adjusted 2.45 1.70
The fair value of each option is estimated on the date of grant / re-pricing based on the following assumptions:
Particulars On the date of Grant On the date of
Re-pricing
Tranche I Tranche II Tranche III Tranche IV Tranche I Tranche II
Dividend yield (%) Nil Nil Nil Nil Nil Nil
Expected life 6 yrs 6 yrs 6 yrs 6 yrs 4 yrs 5 yrs
6 months 6 months 6 months 6months 6 months 9 months
Risk free interest rate (%) 7.78 7.50 7.36 8.04-8.14 7.36 7.36
Volatility (%) 40.00 45.80 54.54 50.45 54.54 54.54
Notes forming part of the Financial Statements
Annual Report 2012-13
75
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41. Details of Foreign Currency Exposures:
A. Hedged by a Derivative Instrument:
Amount in Mn
Particulars As at As at
March 31, 2013 March 31, 2012
Foreign Currency Loan*
Foreign Currency Loan in USD^ 654.06 575.22
Vendor Finance in USD - 0.10
Foreign Currency Loan in JPY 10,626.43 15,058.36
Equivalent INR of Foreign Currency Loan 40,398.95 34,161.45
Trade Payables and Other Current Liabilities
Trade Payables in USD 19.00 7.88
Interest accrued but not due on Foreign Currency Loans in USD 2.85 2.67
Interest accrued but not due on Foreign Currency Loans in JPY 18.21 27.23
Equivalent INR of Trade Payables and Other Current Liabilities 1,216.70 551.87
* Fully hedged for interest and principal repayments.
^ Includes USD 431.22 Mn. (Previous year USD 267.60 Mn.) fully hedged for principal repayments only.
B. Not hedged by a Derivative Instrument or otherwise:
Amount in Mn
Particulars As at As at
March 31, 2013 March 31, 2012
Foreign Currency Loan
Foreign Currency Loan in USD 657.48 657.13
Vendor Finance in USD - 0.03
Equivalent INR of Foreign Currency Loan 35,760.06 33,617.76
Trade Payables and Other Current Liabilities
Trade Payables in USD 51.85 57.02
Trade Payables in EURO 0.17 0.06
Trade Payables in GBP 0.01 -
Interest accrued but not due on Foreign Currency Loans in USD 4.84 3.73
Equivalent INR of Trade Payables and Other Current Liabilities 3,095.98 3,111.83
Trade Receivables:
Trade Receivables in USD 10.21 10.03
Trade Receivables in EURO 0.12 0.15
Equivalent INR of Trade Receivables in Foreign Currency 564.23 523.16
Notes forming part of the Financial Statements
IDEA CELLULAR LIMITED
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Notes forming part of the Financial Statements
42. Employee Benefits:
a) Defined Benefit Plan: The Company provides for its liability towards gratuity as per the actuarial valuation. The present
value of the accrued gratuity minus fund value is provided in the books of accounts.
` Mn
Sr. Particulars For the year ended For the year ended
No. March 31, 2013 March 31, 2012
1 Assumptions
Discount Rate 8.10% 8.25%
Expected return on Plan Assets 9.00% 7.50%
Salary Escalation 7.00% 7.00%
2 Table showing changes in Present Value of Obligations
Present Value of obligations as at beginning of year 466.98 365.36
Interest Cost 44.19 34.40
Current Service Cost 81.71 71.85
Benefits Paid (18.72) (12.64)
Actuarial (Gain)/Loss on Obligations 132.46 8.01
Past Service Cost 237.90 -
Present value of Obligations as at end of year 944.52 466.98
3 Table showing changes in the Fair value of Plan Assets
Fair value of Plan Assets as at beginning of year 203.96 178.55
Expected return on Plan Assets 15.82 14.35
Contributions 8.81 21.11
Benefits Paid (18.72) (12.64)
Actuarial Gain / (Loss) on Plan Assets 1.96 2.59
Fair value of Plan Assets at the end of year 211.83 203.96
Funded Status 732.69 263.02
Actual return on Plan Assets 17.78 16.94
4 Actuarial Gain/Loss recognized
Actuarial Gain/(Loss) for the year - Obligation (132.46) (8.01)
Actuarial (Gain)/Loss for the year - Plan Assets (1.96) (2.59)
Total (Gain)/Loss for the year 130.50 5.42
Actuarial (Gain)/Loss recognized in the year 130.50 5.42
5 Amounts to be recognized in the Balance Sheet
Present value of Obligations as at the end of the year 944.52 466.98
Fair value of Plan Assets as at the end of the year 211.83 203.96
Funded Status 732.69 263.02
Net Asset/(Liability) recognized in Balance Sheet (732.69) (263.02)
Annual Report 2012-13
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6 Expenses Recognised in Statement of Profit & Loss
Current Service Cost 81.71 71.85
Interest Cost 44.19 34.40
Expected return on Plan Assets (15.82) (14.35)
Net Actuarial (Gain)/Loss recognised in the year 130.50 5.42
Past Service Cost 237.90 -
Expenses recognised in Statement of Profit & Loss 478.48 97.32
7 Investment Details of Plan Assets (% allocation)
Insurer Managed Funds* 100% 100%
` Mn
Sr. Particulars For the year ended
No.
March 31, March 31, March 31, March 31, March 31,
2013 2012 2011 2010 2009
8 Experience Adjustments
Defined Benefit Obligation 944.52 466.98 365.36 255.51 132.69
Plan Assets 211.83 203.96 178.55 144.78 124.55
Surplus/(Deficit) (732.69) (263.02) (186.81) (110.73) (8.14)
Experience Adjustments on Plan Liabilities 112.89 24.08 25.07 57.02 14.11
Experience Adjustments on Plan Assets 1.96 2.59 5.33 0.28 -
* The funds are managed by LIC and LIC does not provide breakup of plan assets by investment type.
The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority,
promotion and other relevant factors, such as supply and demand in the employment market.
b) Defined Contribution Plan : During the year, the Company has recognised the following amounts in the Statement of
Profit and Loss:
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Employers’ Contribution to Provident & Pension Fund 289.94 250.62
Employers’ Contribution to Superannuation Fund 47.37 43.58
43. Segment Reporting:
1. Primary Segments:
The Company operates in two business segments:
a) Mobility Services: providing GSM based mobile and related telephony services.
b) International Long Distance (ILD): providing international long distance services.
Transactions between segments are accounted on agreed terms on arm’s length basis and have been eliminated at the
company level.
Notes forming part of the Financial Statements
` Mn
Sr. Particulars For the year ended For the year ended
No. March 31, 2013 March 31, 2012
IDEA CELLULAR LIMITED
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Notes forming part of the Financial Statements
2. Secondary Segment:
The Company caters only to the needs of Indian market representing a singular economic environment with similar
risks and rewards and hence there are no reportable geographical segments.
Primary Business Information (Business Segments) for the year ended March 31, 2013
` Mn
Particulars Business Segments Elimination Total
Mobility ILD
Revenue
External Revenue 218,551.51 2,317.23 - 220,868.74
Inter-segment Revenue 697.21 1,514.06 (2,211.27) -
Total Revenue 219,248.72 3,831.29 (2,211.27) 220,868.74
Segment Result 20,655.40 365.53 - 21,020.93
Interest & Financing Charges (Net) 8,134.55
Profit before Tax 12,886.38
Provision for Tax (Net) 4,703.79
Profit after Tax 8,182.59
Other Information
Segment Assets 300,204.15 677.13 (99.87) 300,781.41
Unallocated Corporate Assets 43,485.08
Total Assets 300,204.15 677.13 (99.87) 344,266.49
Segment Liabilities 192,456.07 316.83 (99.87) 192,673.03
Unallocated Corporate Liabilities 11,394.45
Total Liabilities 192,456.07 316.83 (99.87) 204,067.48
Capital Expenditure 58,058.89 23.73 - 58,082.62
Depreciation & Amortisation 30,492.55 51.02 - 30,543.57
Primary Business Information (Business Segments) for the year ended March 31, 2012
` Mn
Particulars Business Segments Elimination Total
Mobility ILD
Revenue
External Revenue 192,047.84 1,175.49 - 193,223.33
Inter-segment Revenue 642.79 1,419.96 (2,062.75) -
Total Revenue 192,690.63 2,595.45 (2,062.75) 193,223.33
Segment Result 17,288.34 212.32 - 17,500.66
Interest & Financing Charges (Net) 9,078.04
Profit before Tax 8,422.62
Provision for Tax (Net) 2,657.24
Profit after Tax 5,765.38
Annual Report 2012-13
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Other Information
Segment Assets 277,270.42 451.27 (35.85) 277,685.84
Unallocated Corporate Assets 32,154.69
Total Assets 277,270.42 451.27 (35.85) 309,840.53
Segment Liabilities 174,747.20 256.41 (35.85) 174,967.76
Unallocated Corporate Liabilities 5,527.39
Total Liabilities 174,747.20 256.41 (35.85) 180,495.15
Capital Expenditure 42,494.15 112.14 - 42,606.29
Depreciation & Amortisation 25,572.93 54.78 - 25,627.71
44. Related Party Transactions:
As per Accounting Standard-18 on “Related Party Disclosures”, related parties of the Company are disclosed below:
A. List of related parties:
Promoters
Hindalco Industries Limited (Hindalco)
Grasim Industries Limited (Grasim)
Aditya Birla Nuvo Limited (ABNL)
Birla TMT Holdings Pvt. Limited (Birla TMT)
Subsidiaries
Idea Telesystems Limited (ITL)
Aditya Birla Telecom Limited (ABTL)
Idea Cellular Services Limited (ICSL)
Idea Cellular Infrastructure Services Limited (ICISL)
Idea Cellular Towers Infrastructure Limited (ICTIL)
Idea Mobile Commerce Services Limited (IMCSL)
Joint Venture of Subsidiary (JV)
Indus Towers Limited (Indus)
Entities having significant influence
TMI Mauritius Ltd
Axiata Investments 2 (India) Ltd.
Axiata Group Berhad
Key Management Personnel (KMP)
Mr. Himanshu Kapania, MD
Mr. Akshaya Moondra, CFO
Notes forming part of the Financial Statements
` Mn
Particulars Business Segments Elimination Total
Mobility ILD
IDEA CELLULAR LIMITED
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B. Transactions with Related Parties:
` Mn
Particulars Promoters Joint Subsidiaries KMP
Venture
Hindalco Grasim ABNL Indus ICSL ICISL ICTIL ABTL ITL IMCSL
Remuneration 105.76
(60.05)
Security Deposit Given 62.44
(337.23)
Security Deposit Refunded by 1,651.36
(-)
Purchase of Fixed Assets -
(2.87)
Inter Corporate Deposit (ICD) given 2.50
(-)
Sale of Fixed Assets 0.01
(-)
Investments 9.00
(-)
Purchase of Service /goods 24,901.80 861.25 1,201.71 10.24 102.29
(14,855.29) (672.38) (450.14) (3.52) (40.84)
Sale of Service/goods 28.33 17.06 26.92 3.13 0.06
(19.37) (16.24) (9.89) (-) (-)
Unsecured Loan Taken 2,907.97
(-)
Unsecured Loans repaid 114.10
(-)
Unsecured Loans given 743.16 727.31 260.82 261.60 10.77
(1,639.82) (503.57) (1,327.11) (1,571.50) (-)
Unsecured Loans repaid by 1,212.10 967.49 1,324.04 353.56 2.21
(1,020.44) (309.13) (68.96) (1,547.14) (-)
Interest on Unsecured loans / ICD Given 47.72 0.03
(-) (-)
Pass through and reimbursement of 7.40
expenses incurred on behalf of (3.16)
Pass through and reimbursement of expenses - -
incurred on Company’s behalf by (7,177.30) (650.90)
Expense incurred by Company on behalf of 0.36 0.94 0.43 6.20 55.72 -
(0.17) (4.17) (0.20) (5.58) (53.55) (0.01)
Expenses incurred on Company’s behalf by 0.36 0.10 0.06 -
(0.87) (0.05) (0.09) (0.09)
Rent Paid 2.70
(2.70)
(Figures in bracket are for the year ended March 31, 2012)
C. Balances Outstanding as on March 31, 2013:
` Mn
Nature of Relationship
Particulars Promoters Joint Subsidiaries KMP
Venture
Hindalco Grasim ABNL Indus ICSL ICISL ICTIL ABTL ITL IMCSL
Deposit Given (grouped under Deposits 2,509.92 2.50
with Body Corporates and others) (4,098.83) (-)
Unsecured Long Term and 2,487.56 - 204.44 - 8.77
Short Term Loans & Advances (3,010.02) (240.18) (1,269.73) (178.31) (0.21)
Trade Receivables 2.95 2.51 1.90 -
(1.60) (6.70) (4.20) (25.09)
Interest Receivable 0.03
(-)
Remuneration Payable 30.52
(11.44)
Unsecured Loan taken 2,793.87
(-)
Trade Payables 2,135.56 41.90 18.69
(2,590.96) (25.87) (-)
9.45% Redeemable NCD 100.00*
(-)
Interest accrued but not due on the above NCD’s 3.94
(-)
* Purchased from Secondary Market
(Figures in bracket are as of March 31, 2012)
Notes forming part of the Financial Statements
Annual Report 2012-13
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45. Disclosure of amounts at the year end and the maximum amount of loans & advances outstanding during the year:
` Mn
Name of the Party Outstanding as on Maximum amount Outstanding as on Maximum amount
March 31, 2013 outstanding during March 31, 2012 outstanding during
the current year the previous year
Subsidiary :
Aditya Birla Telecom Limited
(ABTL) 204.44 1,277.59 1,269.73 1,285.48
Idea Cellular Infrastructure
Services Limited (ICISL) 2,487.56 3,018.64 3,010.02 3,621.75
Idea Cellular Towers
Infrastructure Limited (ICTIL) - 528.03 240.18 361.61
Idea Telesystems Limited (ITL) - 259.22 178.31 410.71
Idea Mobile Commerce Services
Limited (IMCSL) 8.77 10.39 0.21 0.21
46. Operating Lease: As a Lessee
The Company has entered into non-cancellable operating leases for offices, switches and cell sites for periods ranging from
36 months to 240 months.
The future minimum lease payments in respect of the above are as follows.
` Mn
Particulars Not later than Later than one year but Later than five
one year not later than five years years
Minimum Lease Payments 19,220.08 56,936.49 21,896.91
(12,878.41) (49,164.28) (23,215.20)
(Figures in bracket are as of March 31, 2012)
Lease payments amounting to ` 29,532.92 Mn. (Previous year ` 26,430.40 Mn.) are included in rental expenditure in the
Statement of Profit and Loss during the current year.
Operating Lease: As a Lessor
The Company has leased certain Optical Fibre Cables (OFC) on Indefeasible Rights of Use (“IRU”) basis under operating lease
arrangements. The gross block, accumulated depreciation and depreciation expense of the assets given on IRU basis is not
separately identifiable and hence not disclosed.
Rental income of ` 191.49 Mn. (Previous year ` 107.45 Mn. ) in respect of such leases has been recognized in the Statement of
Profit and Loss during the current year.
The future minimum lease receivables in respect of the above are as follows:
` Mn
Particulars Not later than Later than one year but Later than five
one year not later than five years years
Minimum Lease receivables 951.38 20.67 0.84
(139.65) (48.49) (0.48)
(Figures in bracket are as of March 31, 2012)
47. During the financial year 2007-08, Company had entered into a composite IT outsourcing agreement wherein fixed assets and
services related to IT has been supplied by the vendor. Such fixed assets received have been accounted for as a finance lease.
Correspondingly, such assets are recorded at fair value at the time of receipt and depreciated on the stated useful life applicable
to similar assets of the Company.
Notes forming part of the Financial Statements
IDEA CELLULAR LIMITED
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Notes forming part of the Financial Statements
For and on behalf of the Board
Gian Prakash Gupta Sanjeev Aga Himanshu Kapania
Director Director Managing Director
Akshaya Moondra Pankaj Kapdeo
Chief Financial Officer Company Secretary
Place : Mumbai
Date : April 25, 2013
48. Basic & Diluted Earnings Per Share:
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Nominal value of equity shares (`) 10/- 10/-
Profit after Tax (` Mn.) 8,182.59 5,765.38
Profit attributable to equity shareholders (` Mn.) 8,182.59 5,765.38
Weighted average number of equity shares outstanding during the year 3,310,881,787 3,305,571,126
Basic Earnings Per Share (`) 2.47 1.74
Dilutive effect on weighted average number of equity shares outstanding
during the year 8,292,754 10,381,939
Weighted average number of diluted equity shares 3,319,174,541 3,315,953,065
Diluted Earnings Per Share (`) 2.47 1.74
49. Asset Retirement Obligation:
The Company installs equipments on lease premises and lays down optical fibre cables (OFC) to provide seamless connectivity
to its customers. In certain cases, the Company may have to incur some cost to remove such equipment and OFC. Estimated
costs to be incurred for restoration is capitalised along with the assets. The movement of provision as required in
AS-29 “Provisions, Contingent Liabilities and Contingent Assets” is given below:
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Opening Balance 439.20 439.20
Additional Provision - -
Utilisation 18.75 -
Closing Balance 420.45 439.20
50. The Board of Directors has recommended a dividend at the rate of ` 0.30 per share of face value of ` 10/- aggregating
` 1,163.28 Mn. (including ` 168.98 Mn. Dividend Distribution Tax) for the year ended 31st
March 2013. The payment of
dividend is subject to the approval of the shareholders at the ensuing annual general meeting of the Company.
51. Previous year’s figures have been regrouped / rearranged wherever necessary to conform to the current year grouping.
Annual Report 2012-13
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Cash Flow Statement for the year ended March 31, 2013
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
A) Cash Flow from Operating Activities
Net Profit after Tax 8,182.59 5,765.38
Adjustments for
Depreciation 25,383.58 20,194.55
Amortisation of Intangible Assets 5,159.99 5,433.16
Interest and Financing Charges 8,649.91 8,935.81
Profit on sale of Mutual Funds (574.72) (246.39)
Provision for Bad & Doubtful Debts/Advances 795.10 519.36
Employee Stock Option Cost 0.32 35.88
Provision for Gratuity, Leave Encashment 661.11 161.18
Provision for Deferred Tax 4,703.79 2,657.24
Liabilities / Provisions no longer required written back (360.00) (398.84)
Interest Income (125.87) (104.41)
Loss/(gain) on sale of Fixed Assets/Assets disposed off 65.61 (30.69)
44,358.82 37,156.85
Operating Profit before Working Capital Changes 52,541.41 42,922.23
Adjustments for changes in Working Capital
(Increase)/Decrease in Trade Receivables (1,876.35) (3,247.41)
(Increase)/Decrease in Inventories (15.71) (7.23)
(Increase)/Decrease in Other Current and Non Current Assets (3.47) (2.39)
(Increase)/Decrease in Long Term and Short Term Loans
and Advances 3,605.57 (12,464.66)
Increase/(Decrease) in Trade Payables, Other Current and
Non Current Liabilities and Provisions 6,666.77 6,734.47
8,376.81 (8,987.22)
Cash generated from Operations 60,918.22 33,935.01
Tax paid (including TDS) (net) (3,835.17) (3,384.90)
Net Cash from/(used in) Operating Activities 57,083.05 30,550.11
B) Cash Flow from Investing Activities
Purchase of Fixed assets & Intangible assets
(including CWIP) (31,886.90) (44,056.72)
Payment towards Spectrum and Licenses* (213.22) -
Proceeds from sale of Fixed assets 140.18 52.07
Additional Investment in Idea Mobile Commerce
Services Limited (9.00) -
Profit on sale of Current Investments and Interest received 709.83 341.20
Net Cash from/(used in) Investing Activities (31,259.11) (43,663.45)
IDEA CELLULAR LIMITED
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Cash Flow Statement for the year ended March 31, 2013
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
C) Cash Flow from Financing Activities
Proceeds from issue of Equity Share Capital 248.20 237.10
Proceeds from Long Term Borrowings* 24,074.24 38,322.59
Repayment of Long Term Borrowings (24,773.81) (26,585.21)
Proceeds from Short Term Borrowings 13,455.19 39,809.37
Repayment of Short Term Borrowings (21,664.95) (41,482.99)
Payment of Interest and Financing Charges (8,054.82) (9,723.36)
Net Cash from / (used in) Financing Activities (16,715.95) 577.50
Net Increase / (Decrease) in Cash and Cash Equivalents 9,107.99 (12,535.84)
Cash and Cash Equivalents at the beginning 1,300.27 13,836.11
Cash and Cash Equivalents at the end 10,408.26 1,300.27
* Excluding deferred payment liability towards spectrum won in auction, being non cash transaction for the year
Notes to Cash flow Statement for the year ended March 31, 2013
1. Cash and Cash Equivalents include the following Balance Sheet amounts
Cash on hand 26.43 16.61
Cheques on hand 203.30 114.17
Balances with banks
- In Current Accounts 655.28 265.02
- In Deposit Accounts 227.25 904.47
Investment in Units of Liquid Mutual Funds 9,296.00 -
10,408.26 1,300.27
2. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 on
Cashflow Statement.
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board
Chartered Accountants
Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania
Partner Director Director Managing Director
Membership No.: 31544
Place : Mumbai Akshaya Moondra Pankaj Kapdeo
Date : April 25, 2013 Chief Financial Officer Company Secretary
Annual Report 2012-13
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Independent Auditors’ Report on the Consolidated Financial Statements
To the Board of Directors of
Idea Cellular Limited
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial
statements of IDEA CELLULAR LIMITED (the “Company”), its
subsidiaries and jointly controlled entity (the Company, its
subsidiaries and jointly controlled entity constitute “the Group”),
which comprise the Consolidated Balance Sheet as at 31st
March,
2013, the Consolidated Statement of Profit and Loss and the
Consolidated Cash Flow Statement for the year then ended, and a
summary of the significant accounting policies and other
explanatory information.
Management’s Responsibility for the Consolidated Financial
Statements
The Company’s Management is responsible for the preparation of
these consolidated financial statements that give a true and fair
view of the consolidated financial position, consolidated financial
performance and consolidated cash flows of the Group in
accordance with the accounting principles generally accepted in
India. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and
presentation of the consolidated financial statements that give a
true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We conducted our audit
in accordance with the Standards on Auditing issued by the
Institute of Chartered Accountants of India. Those Standards
require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company’s preparation
and presentation of the consolidated financial statements that give
a true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s
internal control. An audit also includes evaluating the
appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the
Management, as well as evaluating the overall presentation of the
consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid consolidated financial
statements give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Consolidated Balance Sheet, of the state of
affairs of the Group as at 31st
March, 2013;
(b) in the case of the Consolidated Statement of Profit and Loss,
of the profit of the Group for the year ended on that date; and
(c) in the case of the Consolidated Cash Flow Statement, of the
cash flows of the Group for the year ended on that date.
Emphasis of Matter
a) We draw attention to Note 30 to the financial statement. The
Division Bench of the Hon’ble High Court of Delhi on 13th
July
2012 has reaffirmed High Court Order dated
5th
February 2010 and 4th
July 2011 sanctioning the Scheme of
Amalgamation of Spice Communications Limited (Spice) with
the Company. Further the Division Bench of the Hon’ble High
Court of Delhi has also pronounced that the Department of
Telecommunications (DoT) has to take decision regarding
transfer of licenses held by erstwhile Spice to the Company
arising out of amalgamation within a period of three months
(which had been extended to 5th
January 2013 vide order dated
11th
December 2012) and dispute, if any, between the Company
and DoT related to transfer of licenses should be referred to
Hon’ble TDSAT for resolution.
The impact, if any, on the Company is dependent upon the
steps to be taken by DoT in this regard.
b) We draw attention to Note 32 (i) to the financial statements.
The DoT has issued demand notices dated
8th
January 2013 towards one time spectrum charges for
spectrum held by the Company beyond 6.2 Mhz for period from
1st
July 2008 to 31st
December 2012 amounting to
` 3,691.30 Mn. and beyond 4.4 Mhz for period from
1st
January 2013 till the expiry of the license amounting to
` 17,443.70 Mn. in the respective telecom service areas. In
the opinion of the Company, inter-alia, the above demand
amounts to alteration of financial terms of the licenses issued
in the past. The Company therefore filed a petition before the
Hon’ble High Court of Bombay, which directed DoT to respond
and not to take any coercive action until next date of hearing,
which is scheduled for 6th
May 2013.
The financial impact of the above mentioned matter is dependent
upon the outcome of the petition filed by Company in the Hon’ble
High Court of Bombay and therefore no effect for the one time
spectrum charges has been given in these Financial Results.
Our opinion is not qualified in respect of these matters.
Other Matter
We did not audit the financial statements of Indus Towers Limited,
jointly controlled entity of Aditya Birla Telecom Limited (Subsidiary
of the company), whose financial statements reflect Group’s Share
of total assets (net) of ` 26,589.44 Mn. as at 31st
March, 2013,
Group’s Share of total revenues of ` 21,077.76 Mn. and Group’s
Share of net cash flows of ` 68.16 Mn. for the year ended on that
date, as considered in the consolidated financial statements. These
financial statements have been audited by other auditors whose
reports have been furnished to us by the Management and our
opinion, in so far as it relates to the amounts and disclosures
included in respect of this jointly controlled entity, is based solely
on the reports of the other auditors.
Our report is not qualified in respect of this matter.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 117 366W)
Khurshed Pastakia
Partner
(Membership No. 31544)
Place : Mumbai
Date : April 25, 2013
IDEA CELLULAR LIMITED
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In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board
Chartered Accountants
Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania
Partner Director Director Managing Director
Membership No.: 31544
Place : Mumbai Akshaya Moondra Pankaj Kapdeo
Date : April 25, 2013 Chief Financial Officer Company Secretary
Consolidated Balance Sheet as at March 31, 2013
` Mn
Particulars Note As at As at
March 31, 2013 March 31, 2012
EQUITY AND LIABILITIES
Shareholders’ Funds
Share Capital 3 33,143.22 33,088.45
Reserves and Surplus 4 109,890.42 97,394.48
143,033.64 130,482.93
Compulsorily Convertible Preference Shares (issued by Subsidiary Company) 19.25 19.25
Non-Current Liabilities
Long-Term Borrowings 5 118,047.16 95,221.56
Deferred Tax Liabilities (Net) 6 11,180.31 6,272.98
Other Long-Term Liabilities 7 7,946.08 6,057.97
Long-Term Provisions 8 3,142.13 1,920.41
140,315.68 109,472.92
Current Liabilities
Short-Term Borrowings 9 4,585.31 17,275.34
Trade Payables 26,871.01 21,840.43
Other Current Liabilities 10 47,707.33 47,188.21
Short-Term Provisions 11 1,248.48 72.72
80,412.13 86,376.70
TOTAL 363,780.70 326,351.80
ASSETS
Non-Current Assets
Fixed Assets
Tangible Assets 12 208,947.36 201,304.80
Intangible Assets 12 82,591.76 68,571.84
Capital Work-in-Progress 12 8,810.81 6,798.50
Goodwill on Consolidation 61.20 61.20
Long-Term Loans and Advances 13 30,479.18 22,562.74
330,890.31 299,299.08
Current Assets
Current Investments 14 10,280.15 976.00
Inventories 15 726.42 925.66
Trade Receivables 16 9,600.77 8,226.98
Cash and Bank Balances 17 1,429.05 1,520.73
Short-Term Loans and Advances 18 10,845.34 15,385.67
Other Current Assets 19 8.66 17.68
32,890.39 27,052.72
TOTAL 363,780.70 326,351.80
Significant Accounting Policies 2 -
The accompanying notes are an integral part of the Financial Statements
Annual Report 2012-13
87
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Consolidated Statement of Profit and Loss for the year ended March 31, 2013
` Mn
Particulars Note For the year ended For the year ended
March 31, 2013 March 31, 2012
INCOME
Service Revenue 221,409.87 193,381.85
Sale of Trading Goods 2,664.58 1,505.00
Other Income 20 502.09 524.78
TOTAL 224,576.54 195,411.63
OPERATING EXPENDITURE
Cost of Trading Goods Sold 21 2,318.36 1,413.72
Personnel Expenditure 22 11,225.28 9,499.16
Network Expenses and IT outsourcing cost 23 55,360.60 48,608.39
License Fees and WPC Charges 24 24,752.50 23,231.83
Roaming & Access Charges 25 40,145.27 32,798.75
Subscriber Acquisition & Servicing Expenditure 26 20,467.29 19,869.00
Advertisement and Business Promotion Expenditure 4,720.29 4,281.21
Administration & Other Expenses 27 5,541.57 4,786.20
164,531.16 144,488.26
PROFIT BEFORE FINANCE CHARGES, DEPRECIATION, AMORTISATION & TAXES 60,045.38 50,923.37
Finance & Treasury Charges (Net) 28 9,494.50 10,557.29
Depreciation 12 29,589.50 24,356.93
Amortisation of Intangible Assets 12 5,188.15 5,456.42
PROFIT BEFORE TAX 15,773.23 10,552.73
Provision for Taxation - Current 3,506.98 2,227.52
- Deferred 4,907.46 3,173.60
- MAT Credit (2,750.48) (2,078.27)
PROFIT AFTER TAX 10,109.27 7,229.88
Earnings Per Share of ` 10/- each fully paid up (in `) 43
Basic 3.05 2.19
Diluted 3.05 2.18
Significant Accounting Policies 2
The accompanying notes are an integral part of the Financial Statements
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board
Chartered Accountants
Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania
Partner Director Director Managing Director
Membership No.: 31544
Place : Mumbai Akshaya Moondra Pankaj Kapdeo
Date : April 25, 2013 Chief Financial Officer Company Secretary
IDEA CELLULAR LIMITED
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Notes forming part of the Consolidated Financial Statements
1. CORPORATE INFORMATION
Idea Cellular Limited ('the Company'), an Aditya Birla
Group company, is one of the leading national telecom
service providers in India. The Company is engaged in
the business of Mobility and Long Distance services. The
subsidiaries are in the business of sale of handsets and
data cards, mobile banking services and passive
infrastructure services. The Joint Venture is in the
business of providing passive infrastructure services.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Preparation of Financial Statements:
The Consolidated Financial Statements of Idea Cellular
Limited ("the Company"), its subsidiary companies and
Joint Ventures (together referred to as the "Group") have
been prepared in accordance with Accounting Standard
21 on "Consolidated Financial Statements" and
Accounting Standard 27 on "Financial Reporting of
Interests in Joint Ventures" issued by the Institute of
Chartered Accountants of India ("ICAI"). The Consolidated
Financial Statements are prepared under historical cost
convention on accrual basis and mandatory applicable
accounting standards in India.
b) Principles of Consolidation:
The basis of preparation of the Consolidated Financial
Statements is as follows:
The Financial Statements (The Balance Sheet and the
Statement of Profit and Loss) of the Company, its
subsidiaries and joint venture have been combined on a
line-by-line basis by adding together the book values of
like items of assets, liabilities, income and expenses,
after eliminating intra-group balances, transactions and
the resulting unrealised profit or losses.
The Financial Statements of the subsidiaries used in the
consolidation are drawn upto March 31, 2013, the same
reporting date as that of the Company
The differential with respect to the cost of investments
in the subsidiaries over the Company's portion of equity
is recognised as Goodwill or Capital Reserve, as the case
may be. Goodwill arising on consolidation is tested for
impairment.
The Consolidated Financial Statements are prepared
using uniform accounting policies for like transactions
and other events in similar circumstances except where
stated otherwise.
The Consolidated Financial Statements includes following
subsidiaries along with Company's holding therein, is as
under:
Sr. Name of the Company Voting Power % as at
No. March 31, March 31,
2013 2012
1 Idea Telesystems Limited 100.00 100.00
2 Aditya Birla Telecom
Limited 100.00 100.00
3 Idea Cellular Services
Limited 100.00 100.00
4 Idea Cellular
Infrastructure Services
Limited 100.00 100.00
5 Idea Cellular Towers
Infrastructure Limited* 100.00 100.00
6 Idea Mobile Commerce
Services Limited 100.00 100.00
All the above subsidiaries are incorporated in India.
The Consolidated Financial Statements also include
following Joint Venture along with Company's holding
therein, is as under:
Sr. Name of the Company Voting Power % as at
No.
March 31, March 31,
2013 2012
1 Indus Towers Limited
(Indus) 16.00* 16.00*
*entire shareholding is held by Aditya Birla Telecom
Limited
c) Fixed Assets:
Fixed assets are stated at cost of acquisition and
installation less accumulated depreciation. Cost is
inclusive of freight, duties, levies and any directly
attributable cost of bringing the assets to their working
condition for intended use.
Asset retirement obligations are capitalised based on a
constructive obligation as a result of past events, when
it is probable that an outflow of resources will be required
to settle the obligation and a reliable estimate of the
amount can be made. Such costs are depreciated over
the remaining useful life of the asset.
d) Expenditure during pre-operative period of licence:
Expenses incurred on project and other charges during
construction period are included under pre-operative
expenditure (grouped under capital work in progress)
and are allocated to the cost of fixed assets on the
commencement of commercial operations.
e) Depreciation and Amortisation:
Depreciation on fixed assets is provided on straight line
method (except stated otherwise) on prorata basis on
their estimated useful economic lives as given below:-
Tangible Assets Years
Buildings 9 to 30
Network Equipments 10 to 20
Optical Fibre 15
Other Plant and Machineries 3 to 5
Office Equipment 3 to 5
Computers 3 to 5
Furniture and Fixtures 3 to 10
Motor Vehicles Upto 5
Leasehold Improvements Period of Lease
Leasehold Land Period of Lease
Annual Report 2012-13
89
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Intangible Assets:
i) Cost of Rights, Licences including the fees paid
on fixed basis prior to revenue share regime and
Spectrum Fee is amortised on commencement
of operations over the validity period.
ii) Software, which is not an integral part of hardware,
is treated as intangible asset and is amortised over
its useful economic lives as estimated by the
management between 3 to 5 years.
iii) Bandwidth / Fibre taken on Indefeasible Right
of Use (IRU) is amortised over the agreement
period.
Assets costing upto ` 5,000/- are depreciated fully in
the month of purchase.
f) Inventories:
Inventories are valued at cost or net realisable value,
whichever is lower. Cost is determined on weighted
average basis.
g) Foreign Currency Transactions, Forward Contracts &
Other Derivatives:
i) Foreign Currency Transactions -
Transactions in foreign currency are recorded at the
exchange rates prevailing at the dates of the
transactions. As per the transitional provisions given
in the notification issued by Ministry of Corporate
Affairs dated 31st
March 2009, the company has
opted for the option of adjusting the exchange
difference on long term foreign currency monetary
items to the cost of the assets acquired out of these
foreign currency monetary items. The company has
aligned its accounting policy based on this
notification and its further amendment.
Exchange difference arising out of fluctuation in
exchange rates on settlement / period end is
accounted based on the nature of transaction as under:
- Short term foreign currency monetary assets
and liabilities: recognised in the Statement of
Profit and Loss.
- Long term foreign currency monetary liabilities
used for acquisition of fixed assets: adjusted to
the cost of the fixed assets and amortised over
the remaining useful life of the asset.
- Other Long term foreign currency monetary
liabilities: recognised in "Foreign Currency
Monetary Item Translation Difference Account"
and amortised over the period of liability not
exceeding 31st
March 2020.
ii) Forward Contracts & Other Derivatives -
Premium / discount amount on forward contract is
amortised on period basis related to the contract it
pertains to. Profit or loss arising on cancellation of
forward exchange contract is recognised in the
period in which the contract is cancelled.
Derivative contracts not covered under Accounting
Standard 11 "The Effects of Changes in Foreign
Exchange Rates", entered for hedging foreign
currency fluctuations and interest rate risk are
marked to market at each reporting date. Loss, if
any, on such valuation is recognised in the
Statement of Profit & Loss in that period and gain if
any, is not recognised as per the principle of
prudence enunciated in Accounting Standard 1,
"Disclosure of Accounting Policies".
h) Taxation:
i) Current Tax: Provision for current Income tax is
made on the taxable income using the applicable
tax rates and tax laws. Advance Income Tax and
Provision for Current Tax for the same legal entity is
disclosed in the balance sheet at net as these are
settled on net basis.
ii) Deferred Tax: Deferred tax arising on account of
timing differences and which are capable of reversal
in one or more subsequent periods is recognised
using the tax rates and tax laws that have been
enacted or substantively enacted. Deferred tax
assets are not recognised unless there is virtual
certainty with respect to the reversal of the same in
future years.
iii) Minimum Alternate Tax (MAT) credit: MAT credit is
recognised as an asset only when and to the extent
there is convincing evidence that the Company will
pay normal Income tax during the specified period.
In the year in which the MAT credit becomes eligible
to be recognized as an asset in accordance with the
recommendations contained in Guidance Note
issued by the ICAI, the said asset is created by way
of a credit to the Statement of Profit and Loss and
is shown as MAT Credit Entitlement. The Company
reviews the same at each balance sheet date and
writes down the carrying amount of MAT Credit
Entitlement to the extent there is no longer
convincing evidence to the effect that Company will
pay normal Income tax during the specified period.
i) Retirement Benefits:
Contributions to Provident and Pension funds are funded
with the appropriate authorities and charged to the
Statement of Profit and Loss.
Contributions to superannuation are funded with the Life
Insurance Corporation of India and charged to the
Statement of Profit and Loss.
Liability for gratuity as at the period end is provided on
the basis of actuarial valuation and funded with Life
Insurance Corporation of India.
Provision in accounts for leave benefits to employees is
based on actuarial valuation done by projected accrued
benefit method at the period end.
j) Revenue Recognition and Receivables:
Revenue on account of telephony services (mobile & long
distance) and sale of handsets and related accessories
IDEA CELLULAR LIMITED
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is recognised net of rebates, discount, service tax, etc.
on rendering of services and supply of goods respectively.
Recharge fees on recharge vouchers is recognised as
revenue as and when the recharge voucher is activated
by the subscriber.
Revenue from provision of Passive Infrastructure services
is recognised on accrual basis (net of reimbursements)
as per the contractual terms with the recipients.
Unbilled receivables, represent revenues recognised from
the bill cycle date to the end of each month. These are
billed in subsequent periods as per the agreed terms.
Debts (net of security deposits outstanding there against)
due from subscribers, which remain unpaid for more than
90 days from the date of bill and/or other debts which
are otherwise considered doubtful, are provided for.
Provision for doubtful debts on account of Interconnect
Usage Charges (IUC), Roaming Charges and Passive
Infrastructure sharing from other telecom operators is
made for dues outstanding more than 180 days from the
date of billing other than cases when an amount is payable
to that operator or in specific case when management is
of the view that the amount is recoverable.
k) Investments:
Current Investments are stated at lower of cost or fair
value in respect of each separate investment.
Long-term Investments are stated at cost less provision
for diminution in value other than temporary, if any.
l) Borrowing Cost:
Interest and other costs incurred in connection with the
borrowing of the funds are charged to revenue on accrual
basis except those borrowing costs which are directly
attributable to the acquisition or construction of those
fixed assets, which necessarily take a substantial period
of time to get ready for their intended use. Such costs
are capitalized with the fixed assets.
m) License Fees – Revenue Share:
With effect from August 1, 1999 the variable Licence fee
computed at prescribed rates of revenue share is being
charged to the Statement of Profit and Loss in the Period
in which the related revenue arises. Revenue for this
purpose comprises adjusted gross revenue as per the
license agreement of the license area to which the
license pertains.
n) Use of Estimate:
The preparation of financial statements in conformity
with generally accepted accounting principles requires
estimates and assumptions to be made that affect the
reported amounts of assets and liabilities and disclosure
of contingent liabilities on the date of the financial
statements and the reported amounts of revenues and
expenses during the reporting year. Differences between
actual results and estimates are recognised in the
periods in which the results are known / materialise.
o) Leases:
i) Operating: Lease of assets under which significant
risks and rewards of ownership are effectively
retained by the lessor are classified as operating
leases. Lease payments under an operating lease are
recognised as expense in the Statement of Profit and
Loss, on a straight-line or other systematic basis over
the lease term.
ii) Finance: Leased assets acquired on which significant
risks and rewards of ownership effectively transferred
to the Company are capitalised at lower of fair value
or the amounts paid under such lease arrangements.
Such assets are amortised over the period of lease
or estimated life of such assets whichever is less.
p) Earnings Per Share:
The earnings considered in ascertaining the Group's EPS
comprise of the net profit after tax, after reducing
dividend on Cumulative Preference Shares for the Period
(irrespective of whether declared, paid or not), as per
Accounting Standard 20 on "Earnings Per Share" issued
by the Institute of Chartered Accountants of India. The
number of shares used in computing basic EPS is the
weighted average number of shares outstanding during
the period. The diluted EPS is calculated on the same
basis as basic EPS, after adjusting for the effects of
potential dilutive equity shares unless the effect of the
potential dilutive equity shares is anti-dilutive.
q) Impairment of Assets:
Assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is
recognized in accordance with Accounting Standard-28
on "Impairment of Assets", for the amount by which the
asset's carrying amount exceeds its recoverable amount
as on the carrying date. The recoverable amount is higher
of the asset's fair value less costs to sell vis-à-vis value
in use. For the purpose of impairment, assets are
grouped at the lowest levels for which there are
separately identifiable cash flows.
r) Provisions & Contingent Liability:
Provisions are recognized when the Company has a
present obligation as a result of past events; it is more
likely than not that an outflow of resources will be
required to settle the obligation; and the amount has
been reliably estimated. A contingent liability is disclosed
where there is a possible obligation or a present
obligation that may, but probably will not, require an
outflow of resources.
s) Issue Expenditure:
Expenses incurred in connection with issue of equity
shares are adjusted against share premium.
t) Employee Stock Option:
In respect of stock option granted pursuant to the
company's Employee Stock Option Scheme, the intrinsic
value of the option is treated as discount and accounted
as employee compensation cost over the vesting period.
In respect of re-pricing of existing stock option, the
incremental intrinsic value of the option is accounted
for as employee cost over the remaining vesting period.
Annual Report 2012-13
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Notes forming part of the Consolidated Financial Statements
3 SHARE CAPITAL
a) Authorised, Issued, Subscribed and Paid-up Share Capital
Particulars As at March 31, 2013 As at March 31, 2012
Numbers ` Mn Numbers ` Mn
Authorised
Equity Shares of ` 10/- each 6,775,000,000 67,750.00 6,775,000,000 67,750.00
Redeemable Cumulative Non Convertible
Preference Shares of ` 10/- Mn. Each 1,500 15,000.00 1,500 15,000.00
6,775,001,500 82,750.00 6,775,001,500 82,750.00
Issued, Subscribed and Paid-up
Equity Share Capital
Equity Shares of ` 10/- each fully Paid-up 3,314,321,766 33,143.22 3,308,845,110 33,088.45
Total 3,314,321,766 33,143.22 3,308,845,110 33,088.45
(i) Out of the above, 199,153,469 Equity Shares are allotted as fully paid up under the scheme of amalgamation of Spice
Communications Limited without payments being received in cash
` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
4 RESERVES AND SURPLUS
a) Debenture Redemption Reserve
Balance at the beginning of the year - -
Add: Transfer from Statement of Profit and Loss 93.15 -
Balance at the end of the year 93.15 -
b) Securities Premium Account
Balance at the beginning of the year 85,696.91 85,351.05
Add : Premium on issue of shares under ESOS scheme 329.04 345.86
Add : Cost of licenses impaired earlier and debited to securities
premium now adjusted against new spectrum taken in auction (Refer Note 29) 3,585.80 -
Balance at the end of the year 89,611.75 85,696.91
c) Outstanding Employee Stock Options
Balance at the beginning of the year 349.48 478.09
Add : Charge for the year (Refer Note 36) 0.32 35.88
Less : Transfer to Securities Premium Account on exercise of Options 135.61 164.49
Balance at the end of the year 214.19 349.48
d) Reserve for Business Restructuring
Balance at the beginning of the year 168.67 168.67
Less : Transfer to General Reserve 168.67 -
Balance at the end of the year - 168.67
e) General Reserve
Balance at the beginning of the year - -
Add: Transfer from Statement of Profit and Loss 313.28 -
Add: Transfer by Joint Venture 20.64 -
Add: Transfer from Reserve for Business Restructuring 168.67 -
Balance at the end of the year 502.59 -
IDEA CELLULAR LIMITED
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Notes forming part of the Consolidated Financial Statements
` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
f) Surplus in statement of Profit and Loss
Balance at the beginning of the year 11,179.42 3,949.54
Add : Profit during the year 10,109.27 7,229.88
Less: Transfer to General Reserve 313.28 -
Less: Transfer to Debenture Redemption Reserve 93.15 -
Less: Dividend Distribution Tax on Interim Dividend by JV 250.24 -
Less: Proposed Dividend 994.30 -
Less: Dividend Distribution Tax on proposed Dividend 168.98 -
Balance at the end of the year 19,468.74 11,179.42
Total 109,890.42 97,394.48
5 LONG TERM BORROWINGS
SECURED LOANS
626 (Nil) 9.45% Redeemable Non Convertible Debentures of `10 Mn. each 6,260.00 -
(The Company has re-purchased 374 NCDs of ` 10 Mn. each, at par,
aggregating to ` 3,740 Mn. with an option to re-issue the same in future)
Term Loans
Foreign Currency Loan
- From Banks 770.57 1,857.22
- From Others 48,507.17 36,882.16
Rupee Loan
- From Banks 25,932.09 33,664.24
- From Others 9,893.60 7,337.97
Vehicle Loan from Banks 266.61 234.46
Total 91,630.04 79,976.05
UNSECURED LOANS
Term Loans
Foreign Currency Loan
- From Banks 13,103.14 15,245.51
Deferred Payment Liability towards Spectrum 13,313.98 -
Total 26,417.12 15,245.51
118,047.16 95,221.56
6 DEFERRED TAX LIABILITIES
Major components of Deferred Tax are:
a) Deferred Tax Liability:
Depreciation & Amortisation 19,119.38 15,689.70
Others 295.80 179.02
Total Deferred Tax Liability (A) 19,415.18 15,868.72
b) Deferred Tax Asset:
Provision for Doubtful Debts 1,297.47 970.42
Expenses allowable on payment basis 821.70 593.22
Annual Report 2012-13
93
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Brought Forward Losses 5,928.67 7,877.22
Others 187.03 154.88
Total Deferred Tax Asset (B) 8,234.87 9,595.74
Net Deferred Tax Liability (A - B) 11,180.31 6,272.98
7 OTHER LONG TERM LIABILITIES
Trade Payables 2,428.72 2,113.70
Capex Creditors 48.38 77.85
Unearned Income 2,950.92 2,120.88
Deposits from Customers and Others 2,081.21 1,745.54
Interest accrued but not due 436.85 -
Total 7,946.08 6,057.97
8 LONG TERM PROVISIONS
Gratuity (Refer Note 38) 748.10 272.54
Leave Encashment 898.54 717.04
Asset Retirement Obligation (Refer Note 46) 1,495.49 930.83
Total 3,142.13 1,920.41
9 SHORT TERM BORROWINGS
a) SECURED LOANS
Short Term Loan from Banks - 7,065.33
b) UNSECURED LOANS
Short Term Rupee Loan:
- From Banks 2.12 248.19
- From Others 328.80 2,515.20
Buyers Credit in Foreign Currency from Banks 4,254.39 6,446.62
Commercial Papers from Banks - 1,000.00
Total 4,585.31 17,275.34
10 OTHER CURRENT LIABILITIES
Current Maturities of Long Term Debt 17,805.36 20,874.86
Interest accrued but not due on Borrowings 914.88 653.93
Advance from Customers and Unearned Income 9,614.40 9,144.69
Capex Creditors 11,375.86 9,577.50
Deposits from Customers and Others 95.39 -
Book Bank Overdraft 224.38 353.11
Taxes and Other Liabilities 7,677.06 6,584.12
Total 47,707.33 47,188.21
11 SHORT TERM PROVISIONS
Provision for Leave Encashment 82.32 69.20
Provision for Gratuity (Refer Note 38) 2.88 3.52
Proposed Dividend 994.30 -
Dividend Distribution Tax on Proposed Dividend 168.98 -
Total 1,248.48 72.72
Notes forming part of the Consolidated Financial Statements
` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
IDEA CELLULAR LIMITED
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NotesformingpartoftheConsolidatedFinancialStatements
12.FIXEDASSETS
A-TANGIBLEASSETS`Mn
GrossBlockAccumulatedDepreciationNetBlock
ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsatAsat
April1,2012fortheAdjustmentsMarch31,2013April1,2012fortheAdjustmentsMarch31,2013March31,2013March31,2012
yearendedfortheyearendedforthe
March31,2013yearendedMarch31,2013yearended
March31,2013March31,2013
FreeholdLand95.83--95.83----95.8395.83
LeaseholdLand193.780.74-194.5277.9312.34-90.27104.25115.85
Buildings1,548.414.402.081,550.73498.5679.661.44576.78973.951,049.85
Plant&Machinery306,411.8237,025.691,365.55342,071.96107,632.9228,939.111,114.12135,457.91206,614.05198,778.90
Furniture&Fixtures1,598.4042.753.971,637.181,041.87163.133.161,201.84435.34556.53
OfficeEquipment3,578.41143.2286.653,634.983,282.71169.2084.743,367.17267.81295.70
Vehicles1,065.47288.60120.811,233.26653.33226.06102.26777.13456.13412.14
TOTAL314,492.1237,505.401,579.06350,418.46113,187.3229,589.501,305.72141,471.10208,947.36201,304.80
Notes:
1.Plant&Machineryincludesassetsheldfordisposal-GrossBlock`245.35Mn.(Previousyear`66.09Mn.)andNetBlock`26.00Mn.(Previousyear`1.29Mn).
2.Plant&MachineryincludesGrossBlockofassetscapitalisedunderfinancelease`10,470.14Mn.(Previousyear`7,046.64Mn)andcorrespondingAccumulatedDepreciationbeing`6,584.01Mn.(Previous
year`4,664.16Mn.).
3.Exchangelossamountingto`4,120.31Mn.(Previousyearexchangeloss`5,635.25Mn.)capitalisedaspertransitionalprovisionsofnotificationunderAS-11,issuedbytheMinistryofCorporateAffairs.
4.Depreciationchargefortheyearincludesaccelerateddepreciationof`170.21Mn.duetochangeinestimatedusefullifeofcertainfixedassets.
B-INTANGIBLEASSETS`Mn
GrossBlockAccumulatedAmortisationNetBlock
ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsatAsat
April1,2012fortheAdjustmentsMarch31,2013April1,2012fortheAdjustmentsMarch31,2013March31,2013March31,2012
yearendedfortheyearendedforthe
March31,2013yearendedMarch31,2013yearended
March31,2013March31,2013
Entry/LicenseFees&
Spectrum86,126.1720,373.103,260.10103,239.1723,860.094,120.63-27,980.7275,258.4562,266.08
Computer-Software4,795.02205.521.584,998.963,498.77662.931.784,159.92839.041,296.25
Bandwidth5,503.581,890.180.837,392.93494.07404.59-898.666,494.275,009.51
TOTAL96,424.7722,468.803,262.51115,631.0627,852.935,188.151.7833,039.3082,591.7668,571.84
GRANDTOTAL410,916.8959,974.204,841.57466,049.52141,040.2534,777.651,307.50174,510.40291,539.12
Notes:
1.Computer-SoftwareincludeGrossBlockofassetscapitalisedunderfinancelease`2,151.48Mn.(Previousyear`1,965.26Mn)andcorrespondingAccumulatedAmortisationbeing`1,763.99Mn.(Previous
year`1,311.98Mn).
2.Theremainingamortisationperiodoflicense/spectrumfeesasatMarch31,2013rangesbetween4to19yearsbasedontherespectiveTelecomServiceLicenseperiod.
CapitalWorkinProgress(Netofimpairmentprovisionof`4,844.60Mn)8,810.816,798.50
Annual Report 2012-13
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NotesformingpartoftheConsolidatedFinancialStatements
12.FIXEDASSETS
C-TANGIBLEASSETS`Mn
GrossBlockAccumulatedDepreciationNetBlock
ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsat
April1,2011fortheAdjustmentsMarch31,2012April1,2011fortheAdjustmentsMarch31,2012March31,2012
yearendedfortheyearendedforthe
March31,2012yearendedMarch31,2012yearended
March31,2012March31,2012
Land95.83--95.83----95.83
LeaseholdLand193.340.44-193.7865.7312.20-77.93115.85
Building1,509.1141.061.761,548.41421.5678.281.28498.561,049.85
Plant&Machinery258,095.5249,039.10722.80306,411.8284,693.1823,645.43705.69107,632.92198,778.90
Furniture&Fixture1,483.18124.689.461,598.40885.49165.098.711,041.87556.53
OfficeEquipment3,449.91183.8255.323,578.413,087.88249.9155.083,282.71295.70
Vehicles902.12309.94146.591,065.47577.43206.02130.12653.33412.14
TOTAL265,729.0149,699.04935.93314,492.1289,731.2724,356.93900.88113,187.32201,304.80
D-INTANGIBLEASSETS`Mn
GrossBlockAccumulatedDepreciationNetBlock
ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsat
April1,2011fortheAdjustmentsMarch31,2012April1,2011fortheAdjustmentsMarch31,2012March31,2012
yearendedfortheyearendedforthe
March31,2012yearendedMarch31,2012yearended
March31,2012March31,2012
Entry/LicenseFees&
Spectrum65,318.2720,807.90-86,126.1719,398.594,461.50-23,860.0962,266.08
Computer-Software3,942.64852.38-4,795.022,740.21758.56-3,498.771,296.25
Bandwidth1,986.813,516.77-5,503.58257.71236.36-494.075,009.51
TOTAL71,247.7225,177.05-96,424.7722,396.515,456.42-27,852.9368,571.84
GRANDTOTAL336,976.7374,876.09935.93410,916.89112,127.7829,813.35900.88141,040.25
IDEA CELLULAR LIMITED
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Notes forming part of the Consolidated Financial Statements
` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
13 LONG-TERM LOANS AND ADVANCES
(Unsecured, considered good unless otherwise stated)
Capital Advances 67.49 240.29
Deposits and balances with Government Authorities 534.74 580.54
Deposits with Body Corporates and Others 12,243.51 12,817.15
MAT Credit Entitlement 10,180.96 7,687.73
Advance Income Tax 3,473.92 -
Other Loans and Advances 3,978.56 1,237.03
Total 30,479.18 22,562.74
14 CURRENT INVESTMENTS
Investment in units of Liquid Mutual Funds 10,280.15 976.00
Total 10,280.15 976.00
15 INVENTORIES
Sim and Recharge Vouchers 545.10 529.39
Trading Goods 181.32 396.27
Total 726.42 925.66
16 TRADE RECEIVABLES
a) Billed Receivables
Unsecured-Considered Good
Outstanding for a period exceeding six months from due date 744.19 361.03
Other Receivables 5,557.83 4,586.16
6,302.02 4,947.19
Unsecured-Considered Doubtful
Outstanding for a period exceeding six months from due date 3,383.39 2,728.10
Other Receivables 424.88 255.03
3,808.27 2,983.13
Less: Provision for Doubtful Debts 3,808.27 2,983.13
6,302.02 4,947.19
b) Unbilled Receivables 3,298.75 3,279.79
Total 9,600.77 8,226.98
Annual Report 2012-13
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Notes forming part of the Consolidated Financial Statements
` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
17 CASH AND BANK BALANCES
a) Cash and Cash Equivalents
Cash on Hand 26.48 16.66
Cheques on Hand 223.18 135.06
Balances with Banks
- In Current Accounts 750.43 354.48
- In Deposit Accounts 377.86 967.40
1,377.95 1,473.60
b) Other Bank Balances
Margin Money with Banks 51.10 47.13
Total 1,429.05 1,520.73
18 SHORT TERM LOANS AND ADVANCES
(Unsecured, considered good unless otherwise stated)
MAT Credit Entitlement 290.08 -
Advance Income Tax (Net of provisions) 1,556.01 4,460.16
Deposits with Body Corporates and Others 1,991.66 1,991.73
Cenvat Credit 3,581.77 3,197.07
Other Loans and Advances
- Considered Good 3,425.82 5,736.71
- Considered Doubtful 592.01 587.30
4,017.83 6,324.01
Less: Provision for Doubtful Advances 592.01 587.30
3,425.82 5,736.71
Total 10,845.34 15,385.67
19 OTHER CURRENT ASSETS
Interest Receivable 8.66 17.68
Total 8.66 17.68
IDEA CELLULAR LIMITED
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Notes forming part of the Consolidated Financial Statements
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
20 OTHER INCOME
Liabilities/Provisions no longer required written back 414.83 450.89
Miscellaneous Receipts 87.26 73.89
Total 502.09 524.78
21 COST OF TRADING GOODS SOLD
Opening Stock 396.27 137.02
Add: Purchases 2,103.41 1,672.97
Less: Closing Stock 181.32 396.27
Total 2,318.36 1,413.72
22 PERSONNEL EXPENDITURE
Salaries and Allowances etc. 9,777.35 8,575.54
Contribution to Provident and Other Funds 912.46 466.53
Staff Welfare 401.13 338.65
Recruitment and Training 134.34 118.44
Total 11,225.28 9,499.16
23 NETWORK EXPENSES AND IT OUTSOURCING COST
Security Service Charges 1,143.90 1,168.84
Power and Fuel 19,099.53 15,705.81
Repairs and Maintenance-Plant and Machinery 8,549.28 7,187.27
Switching & Cellsites Rent 4,115.80 3,875.64
Lease Line and Connectivity Charges 5,455.04 5,876.70
Network Insurance 106.36 87.74
Passive Infrastructure Charges 13,440.68 11,259.58
Other Network Operating Expenses 570.59 529.59
IT Outsourcing Cost 2,879.42 2,917.22
Total 55,360.60 48,608.39
24 LICENSE FEES AND WPC CHARGES
License Fees 15,545.28 14,629.71
WPC and Spectrum Charges 9,207.22 8,602.12
Total 24,752.50 23,231.83
25 ROAMING & ACCESS CHARGES
Roaming Charges 6,660.23 4,188.96
Access Charges 33,485.04 28,609.79
Total 40,145.27 32,798.75
Annual Report 2012-13
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Notes forming part of the Consolidated Financial Statements
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
26 SUBSCRIBER ACQUISITION & SERVICING EXPENDITURE
Cost of Sim & Recharge Vouchers 1,685.16 1,897.80
Commission & Discount to Dealers 12,117.43 12,173.96
Customer Verification Expenses 1,612.10 1,403.65
Collection, Telecalling & Servicing Expenses 4,569.66 3,959.37
Customer Retention & Customer Loyalty Expenses 482.94 434.22
Total 20,467.29 19,869.00
27 ADMINISTRATION & OTHER EXPENSES
Repairs and Maintenance - Building 61.47 60.63
- Others 366.23 314.66
Other Insurance 37.88 33.30
Non Network Rent 875.84 821.65
Rates and Taxes 132.76 93.18
Electricity 399.88 353.42
Printing and Stationery 80.88 83.60
Communication Expenses 109.74 102.91
Travelling and Conveyance 913.52 830.58
Provision for Bad and Doubtful Debts / Advances 829.85 597.31
Bank Charges 89.52 73.76
Directors Sitting Fees 1.25 1.24
Legal and Professional Charges 685.81 644.27
Audit Fees 42.45 40.57
Loss on Sale of Fixed Assets/Asset disposed off (Net) 53.27 11.95
Miscellaneous Expenses 861.22 723.17
Total 5,541.57 4,786.20
28 FINANCE AND TREASURY CHARGES (NET)
Interest
- On Fixed Period Loan (Previous year net of ` 42.24 Mn. capitalised) 9,275.74 9,554.28
- Others 298.45 384.89
Financing Charges 582.77 542.57
10,156.96 10,481.74
Less:
Interest Income 193.89 134.52
Profit on Sale of Mutual Funds 667.37 291.71
Gain/(Loss) on Foreign Exchange Fluctuation (Net) (198.80) (501.78)
Total 9,494.50 10,557.29
IDEA CELLULAR LIMITED
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29. The Department of Telecommunications (DoT) conducted auction for the 1800 Mhz spectrum in November 2012 as required
by the Hon’ble Supreme Court’s judgment dated 2nd
February 2012, quashing the licenses granted to private operators on or
after 10th
January 2008 pursuant to two press releases issued on 10th
January 2008 and subsequent allocation of spectrum to
the licensees. As the Company was impacted by the said judgment in seven operating licenses, the Company participated in
the said auction and was successful in winning back the spectrum for these impacted service areas at a price of
` 19,848.80 Mn. DoT then adjusted ` 6,845.90 Mn. paid by the Company for licenses applied in 2008 and as per the payment
options available as part of the auction, the Company has chosen the deferred payment option for the balance amount.
DoT has issued LOI’s earmarking the spectrum won in these seven service areas and award of unified licenses. The Company
has applied to DoT for the issue of new licenses in these seven service areas and paid the license fee on the basis of LOI’s.
While services in these seven service areas continue, the effects provided in these financial statements for the year ended
31st
March 2013 are:
a) Out of the above 6,845.90 Mn. adjusted by DoT,
– License fee amounting to ` 3,260.10 Mn. paid for the seven operational licenses has been de capitalized.
– License fee amounting to ` 3,585.80 Mn. paid earlier for overlapping licenses which was impaired in FY2009-10 and
set off by withdrawal of an equivalent amount from the Securities Premium Account has been credited to Security
Premium Account.
b) Reversal of accumulated amortization on the seven operational licenses amounting to ` 482.30 Mn., thereby the current
year amortization charge stands reduced to that extent.
c) Capitalisation of the new licenses and earmarked spectrum.
30. The Division bench of Hon’ble Delhi High Court, vide its Order dated 13th
July 2012, reaffirmed amalgamation of erstwhile
Spice Communications Limited (Spice) with the Company. The said order also re-vested unto the Company the telecom licenses
which were transferred to and vested unto DoT pursuant to order dated 4th
July 2011, passed by single Judge of Hon’ble Delhi
High Court. Vide a separate order dated 13th
July 2012, the said Division bench also directed the DoT to decide on transfer of
licenses to the Company within a period of 3 months and dispute if any, between the Company and DoT relating to such
transfer should be referred to Hon’ble TDSAT for resolution. Vide its letter dated 28th
September 2012, DoT requested the
Company to submit a fresh application to consider transfer of licenses, which the Company has since complied. Meanwhile
the DoT made an application to the said division bench of Hon’ble Delhi High Court to extend the period of three months,
which expired on 12th
October 2012, by a further period of four months. The division bench of Hon’ble Delhi High Court, vide its
order passed on 17th
October 2012 gave further time to the DoT till 11th
November 2012 to take final decision on transfer of
licenses. Thereafter, DoT again filed another application, to further extend the period by three months. The said application of
DoT was disposed off by Hon’ble Delhi High Court vide order dated 11th
December 2012, wherein DoT was directed to convey
the final decision by 5th
January 2013. The final decision of the DoT in the matter is awaited.
31. The scheme of arrangement under Section 391 to 394 of the Companies Act, for transfer of all assets and liabilities of Idea
Cellular Towers Infrastructure Limited (a 100% subsidiary of the Company), Vodafone India Infrastructure Limited and Bharti
Infratel Ventures Limited to joint venture of the Company Indus Towers Limited, with an appointed date of 1st
April 2009 is
approved by the Hon’ble High Court of Delhi on 18th
April 2013. The scheme will be effective only upon the filing of the certified
copy of the judgment with all the respective ROC’s and therefore effects of the scheme on the consolidated financials will be
given in the subsequent financial year when the scheme becomes effective.
32. Contingent Liabilities:
(i) DoT has issued demand notices towards one time spectrum charges -
– for spectrum beyond 6.2 Mhz in respective service areas for retrospective period from 1st
July 2008 to 31st
December
2012, amounting to ` 3,691.30 Mn., and
– for spectrum beyond 4.4 Mhz in respective service areas effective 1st
January 2013 till expiry of the period as per
respective licenses amounting to ` 17,443.70 Mn.
In the opinion of Company, inter-alia, the above demand amounts to alteration of financial terms of the licenses issued in
the past. The Company therefore, petitioned the Hon'ble High Court of Bombay, which directed DoT to respond and not to
take any coercive action until next date of hearing, which is scheduled for 6th
May 2013.
(ii) The group has a contingent obligation to buy compulsorily convertible preference shares issued by ABTL from the holder
at ` 21,548.16 Mn. (Previous year ` 20,982.50 Mn)
Notes forming part of the Consolidated Financial Statements
Annual Report 2012-13
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(iii) Other Matters
` Mn
Particulars As on As on
March 31, 2013 March 31, 2012
Income Tax Matters not acknowledged as debts (see a. below) 50,302.44 10,505.72
Sales Tax Matters not acknowledged as debts (see b. below) 395.64 2,758.73
Service Tax Matters not acknowledged as debts (see c. below) 1,947.67 4,769.13
Entry Tax and Custom Matters not acknowledged as debts (see d. below) 628.09 406.44
Licensing Disputes (see e. below) 9,955.78 4,760.08
Other claims not acknowledged as debts (see f. below) 2,205.52 2,070.04
a. Income Tax Matters:
– Appeals filed by the holding company against the demands raised by Income Tax Authorities which are pending
before Appellate Authorities include mainly, disputes on account of incorrect disallowance of revenue share
license fee, disputes on non applicability of tax deduction at source on pre-paid margin allowed to prepaid
distributors & roaming settlements, disallowance of interest proportionate to interest free advances given to
wholly owned subsidiaries etc.
– Tax demands treating proceeds from issue of CCPS as Cash Credit.
– Tax demand on the net value of assets and liabilities vested with the holding company consequent to High
Court approved de-merger of telecom undertaking from its wholly owned subsidiary.
– Appeals filed for tax demand of alleged short term capital gain on the fair valuation of investment in JV done as
per High Court approved scheme.
b. Sales Tax:
Sales Tax demands as at 31st
March 2013 mainly relates to the demands raised by the VAT/Sales Tax authorities of
few states on Broadband Connectivity, SIM cards etc. on which the company has already paid Service Tax.
c. Service Tax:
Service tax demands as at 31st
March 2013 mainly relates to the following matters:
– Interpretation issues arising out of Rule 6(3) of the Cenvat Credit Rules, 2004,
– Denial of Cenvat credit related to Towers, Shelters and OFC Ducts,
– Disallowance of Cenvat Credit on input services viewed as not related to output Service.
d. Entry tax:
In certain states entry tax is being demanded on receipt of material from outside the state. However, the Company
has challenged the constitutional validity of the levy.
e. Licensing Disputes:
– 3G Intra Circle Roaming Arrangements (ICR) – The Company had entered into roaming arrangements with other
operators to provide 3G services in service areas where it did not won 3G spectrum. DoT has sent notices to
stop the 3G services in these service areas and also imposed penalty for providing 3G services in select service
areas under roaming arrangements. The matter is currently pending before the Hon’ble High Court of Delhi.
– Demands due to difference in interpretation of definition of Revenue and other license fee assessment related
matters
– Disputes relating to alleged non compliance of licensing conditions & other disputes with DoT, either filed by or
against the Company and pending before Hon’ble Supreme Court / TDSAT.
f. Other claims not acknowledged as debts:
Mainly includes miscellaneous disputed matters with Local Municipal Corporation and Electricity Board and others.
33. Group’s share in certain disputed tax demand notices and show cause notices relating to Indirect tax matters amounting to
` 6,674.88 Mn. (Previous year ` 6,301.60 Mn.) have neither been acknowledged as claims nor considered as contingent
liabilities by the Joint Venture of the Company. Based on internal assessment and independent advice taken from tax
experts by the Joint Venture, the Joint Venture is of the view that the possibility of any of these tax demands materialising
is remote.
IDEA CELLULAR LIMITED
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34. Details of Guarantees given
` Mn
Particulars As on As on
March 31, 2013 March 31, 2012
Bank Guarantees given 25,833.51 21,655.92
35. Capital and other Commitments:
Estimated amount of commitments as on 31st
March 2013 towards:
• contracts remaining to be executed for capital expenditure (net of advances) and not provided for is ` 17,714.71 Mn.
(Previous year ` 10,860.10 Mn)
• long term contracts remaining to be executed including early termination commitments (if any) is ` 18,076.12 Mn.
(Previous year ` 7,439.13 Mn)
36. Personnel Expenditure includes ` 0.32 Mn. (Previous year `35.88 Mn.), being the amortisation of intrinsic value of ESOPs
for the year ending 31st
March, 2013.
Had the compensation cost for the Company’s stock based compensation plan been determined as per fair value approach
(calculated using Black & Scholes Option Pricing Model), the Company’s net income would be lower by ` 38.44 Mn.
(Previous year: ` 115.23 Mn.) and earnings per share as reported would be as indicated below:
` Mn
Particulars For the For the
year ended year Ended
March 31, 2013 March 31, 2012
Net Profit after Tax but before Exceptional items 10,109.27 7,229.88
Add: Total stock-based employee compensation expense determined
under intrinsic value base method 0.32 35.88
Less: Total stock-based employee compensation expense determined
under fair value base method 38.76 151.11
Adjusted Net Profit 10,071.26 7,114.65
Basic Earnings per Share (in `)
- As reported 3.05 2.19
- Adjusted 3.04 2.15
Diluted Earnings per Share (in `)
- As reported 3.05 2.18
- Adjusted 3.03 2.15
The fair value of each option is estimated on the date of grant / re-pricing based on the following assumptions:
Particulars On the date of Grant On the date of
Re-pricing
Tranche I Tranche II Tranche III Tranche IV Tranche I Tranche II
Dividend Yield (%) Nil Nil Nil Nil Nil Nil
Expected Life 6 yrs 6 yrs 6 yrs 6 yrs 4 yrs 5 yrs
6 months 6 months 6 months 6 months 6 months 9 months
Risk Free Interest Rate (%) 7.78 7.50 7.36 8.04-8.14 7.36 7.36
Volatility (%) 40.00 45.80 54.54 50.45 54.54 54.54
Annual Report 2012-13
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37. Details of Foreign Currency Exposures:
A. Hedged by a Derivative Instrument:
Amount in Mn
Particulars As on As on
March 31, 2013 March 31, 2012
Foreign Currency Loan*:
Foreign Currency Loan in USD^ 654.06 575.22
Vendor Finance in USD — 0.10
Foreign Currency Loan in JPY 10,626.43 15,058.36
Equivalent INR of Foreign Currency Loan 40,398.95 34,161.45
Trade Payables and Other Current Liabilities:
Trade Payable in USD 23.60 12.08
Interest accrued but not due on Foreign Currency Loans in USD 2.85 2.67
Interest accrued but not due on Foreign Currency Loans in JPY 18.21 27.23
Equivalent INR of Trade payables and other Current Liabilities 1,469.09 768.68
*Fully hedged for interest and principal repayments.
^Includes USD 431.22 Mn. (Previous year USD 267.60 Mn.) fully hedged for principal repayments only.
B. Not Hedged by a Derivative Instrument or otherwise:
Amount in Mn
Particulars As on As on
March 31, 2013 March 31, 2012
Foreign Currency Loan:
Foreign Currency Loan in USD 657.48 657.13
Vendor Finance in USD — 0.03
Equivalent INR of Foreign Currency Loan 35,760.06 33,617.76
Trade Payable:
Trade Payable in USD 51.85 57.02
Trade Payables in EURO 0.17 0.06
Trade Payables in GBP 0.01 —
Interest accrued but not due on Foreign Currency Loans in USD 4.84 3.73
Equivalent INR of Trade Payables & interest accrued in Foreign Currency 3,095.98 3,111.99
Trade Receivable:
Trade Receivable in USD 10.21 10.03
Trade Receivable in EURO 0.12 0.15
The Equivalent INR of Trade Receivables in Foreign Currency 564.23 523.16
IDEA CELLULAR LIMITED
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38. Employee Benefits:
A. Defined Benefit Plan: The Group provides for its liability towards gratuity as per the actuarial valuation. The present
value of the accrued gratuity minus fund value is provided in the books of accounts.
i) Changes in benefit obligation for the Company and its Subsidiaries:
` Mn
Sr. Particulars For the year For the year
No. ended March ended March
31, 2013 31, 2012
1 Assumptions
Discount Rate 8.10% 8.00% - 8.25%
Expected return on Plan Assets 9.00% 7.50%
Salary Escalation 7.00% 5.00% - 7.00%
2 Table showing changes in present value of Obligations
Present value of obligations as at beginning of year 473.25 369.83
Interest Cost 44.69 34.76
Current Service Cost 87.83 74.87
Benefits Paid (18.74) (12.66)
Actuarial (Gain)/Loss on Obligations 134.45 6.45
Past Service Cost 237.90 —
Present value of Obligations as at end of year 959.38 473.25
3 Table showing changes in the fair value of plan assets
Fair value of Plan Assets at beginning of year 210.06 183.70
Expected return on Plan Assets 16.67 14.82
Contributions 15.58 21.61
Benefits Paid (18.74) (12.66)
Actuarial Gain / (Loss) on Plan Assets 1.98 2.59
Fair value of Plan Assets at the end of year 225.55 210.06
Funded Status 733.83 263.19
Actual return on Plan Assets 17.78 16.94
4 Actuarial Gain/Loss recognized
Actuarial Gain/(Loss) for the year - Obligation (134.45) (6.45)
Actuarial (Gain)/Loss for the year - Plan Assets (1.98) (2.59)
Total (Gain)/Loss for the year 132.47 3.86
Actuarial (Gain)/Loss recognized in the year 132.47 3.86
5 The amounts to be recognized in the Balance Sheet
Present value of Obligations as at the end of year 959.38 473.25
Fair value of Plan Assets as at the end of the year 225.55 210.06
Funded status 733.83 263.19
Net Asset/(Liability) recognized in Balance Sheet (733.83) (263.19)
6 Expenses recognised in Statement of Profit & Loss
Current Service Cost 87.83 74.87
Interest Cost 44.69 34.76
Expected return on Plan Assets (16.67) (14.82)
Net Actuarial (Gain)/Loss recognised in the year 132.47 3.86
Past Service Cost 237.90 —
Expenses recognised in Statement of Profit & Loss 486.22 98.67
7 Investment details of Plan Assets (% allocation)
Insurer managed funds* 100% 100%
Annual Report 2012-13
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` Mn
Sr. Particulars For the year ended
No.
March 31, March 31, March 31, March 31, March 31,
2013 2012 2011 2010 2009
8 Experience Adjustments
Defined Benefit Obligation 959.38 473.25 369.83 258.36 133.77
Plan Assets 225.55 210.06 183.70 148.23 124.55
Surplus/ (Deficit) (733.83) (263.19) (186.13) (110.13) (9.22)
Experience Adjustments on Plan Liabilities 116.21 25.64 26.25 57.02 14.11
Experience Adjustments on Plan Assets 1.98 2.59 5.33 0.28 —
*The funds are managed by LIC and LIC does not provide breakup of plan assets by investment type.
The estimate of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
ii) Disclosure of benefit obligation in respect of Company’s share in Joint Venture:
a) Gratuity cost for the year
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Current Service Cost 4.80 4.16
Interest Cost 1.12 0.96
Actuarial Losses 0.32 0.48
Total amount recognized in Statement of Profit and Loss 6.24 5.60
b) Amount recognised in the Balance Sheet
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Opening Defined Benefit Obligation 12.80 9.10
Total amount recognised in Statement of Profit and Loss 6.24 5.60
Benefits paid during the year (2.08) (1.90)
Amount recognised in the Balance Sheet 16.96 12.80
c) Experience Adjustments
` Mn
Particulars For the year ended
March 31, March 31, March 31, March 31, March 31,
2013 2012 2011 2010 2009
Defined Benefit Obligation 16.96 12.80 9.10 5.96 4.16
Surplus / (Deficit) (16.96) (12.80) (9.10) (5.96) (4.16)
Experience Adjustments on Plan Liabilities 0.48 0.80 0.80 0.21 —
IDEA CELLULAR LIMITED
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d) Financial Assumptions
Particulars As at As at
31 March 2013 31 March 2012
Discount Rate 8.40% 8.40%
Salary Escalation Rate First 2 years- 10% First 2 years- 10%
and 7% thereafter and 7% thereafter
B. Defined Contribution Plan: During the year, the Company has recognised the following amounts in the Statement of
Profit and Loss :
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Employers’ Contribution to Provident & Pension Fund 325.56 279.91
Employers’ Contribution to Superannuation Fund 47.47 43.68
39. Segment Reporting:
1. Primary Segments:
The Group operates in three business segments:
a) Mobility Services: providing GSM based mobile and related telephony services.
b) International Long Distance (ILD): providing international long distance services.
c) Passive Infrastructure (PI): providing passive infrastructure services.
Transactions between segments are accounted on agreed terms on arm’s length basis and have been eliminated at the
Group level.
2. Secondary Segment:
The Group caters only to the needs of Indian market representing a singular economic environment with similar risks
and rewards and hence there are no reportable geographical segments.
Primary Business Information (Business Segments) for the year ended March 31, 2013
` Mn
Particulars Business Segments Elimination Total
Mobility ILD PI
Revenue
External Revenue 221,218.71 2,317.23 1,040.60 — 224,576.54
Inter-segment Revenue 697.21 1,514.06 22,512.07 (24,723.34) —
Total Revenue 221,915.92 3,831.29 23,552.67 (24,723.34) 224,576.54
Segment Result 20,779.38 365.13 4,123.22 — 25,267.73
Interest & Financing Charges (Net) 9,494.50
Other Income —
Profit before Tax 15,773.23
Provision for Tax (Net) 5,663.96
Profit after Tax 10,109.27
Other Information
Segment Assets 292,483.02 677.13 40,602.14 (10,435.50) 323,326.79
Unallocated Corporate Assets 40,453.91
Total Assets 292,483.02 677.13 40,602.14 (10,435.50) 363,780.70
Segment Liabilities 193,959.16 316.83 24,543.73 (10,435.50) 208,384.22
Unallocated Corporate Liabilities 12,343.59
Total Liabilities 193,959.16 316.83 24,543.73 (10,435.50) 220,727.81
Capital Expenditure 58,058.89 23.73 3,903.90 — 61,986.52
Depreciation & Amortisation 30,493.15 51.02 4,233.48 — 34,777.65
Annual Report 2012-13
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Primary Business Information (Business Segments) for the year ended March 31, 2012
` Mn
Particulars Business Segments Elimination Total
Mobility ILD PI
Revenue
External Revenue 193,555.18 1,175.49 680.96 — 195,411.63
Inter-segment Revenue 642.79 1,419.96 19,819.78 (21,882.53) —
Total Revenue 194,197.97 2,595.45 20,500.74 (21,882.53) 195,411.63
Segment Result 17,299.46 212.32 3,598.24 — 21,110.02
Interest & Financing Charges (Net) 10,557.29
Other Income —
Profit before Tax 10,552.73
Provision for Tax (Net) 3,322.85
Profit after Tax 7,229.88
Other Information
Segment Assets 280,906.97 451.27 37,565.04 (8,237.50) 310,685.78
Unallocated Corporate Assets 15,666.02
Total Assets 280,906.97 451.27 37,565.04 (8,237.50) 326,351.80
Segment Liabilities 175,116.63 256.41 22,441.10 (8,237.50) 189,576.64
Unallocated Corporate Liabilities 6,272.98
Total Liabilities 175,116.63 256.41 22,441.10 (8,237.50) 195,849.62
Capital Expenditure 42,493.91 112.14 3,062.99 — 45,669.04
Depreciation & Amortisation 25,573.71 54.78 4,184.86 — 29,813.35
40. Related Party Transactions:
As per Accounting Standard-18 on “Related Party Disclosure”, related parties of the Company are disclosed below:
A. List of Related Parties :
Promoters
Hindalco Industries Limited (Hindalco)
Grasim Industries Limited (Grasim)
Aditya Birla Nuvo Limited (ABNL)
Birla TMT Holdings Pvt. Limited (Birla TMT)
Entities having significant influence
TMI Mauritius Ltd
Axiata Investments 2 (India) Ltd. (AI2)
Axiata Group Berhad
Key Management Personnel (KMP)
Mr. Himanshu Kapania, MD
Mr. Akshaya Moondra, CFO
IDEA CELLULAR LIMITED
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B. Transactions with Related Parties:
` Mn
Particulars Promoters KMP
Hindalco Grasim ABNL
Remuneration
105.76
(60.05)
Sale of Service/goods
28.33 17.06 26.92
(19.37) (16.24) (9.89)
Expense incurred by Company on behalf of
0.36 0.94 0.43
(0.17) (4.17) (0.20)
Expenses incurred on Company’s behalf by
0.36 0.10 0.06
(0.87) (0.05) (0.09)
(Figures in bracket are for the year ended March 31, 2012)
C. Outstanding as on March 31, 2013:
` Mn
Particulars Promoters KMP
Hindalco Grasim ABNL
Remuneration Payable 30.52
(11.44)
Trade Receivable 2.95 2.51 1.90
(1.60) (6.70) (4.20)
9.45% Redeemable NCD 100.00*
(—)
Interest accrued but not due on the above NCD’s 3.94
(—)
* Purchased from Secondary Market
(Figures in bracket are as of March 31, 2012)
41. Operating Lease: As a Lessee
The Company has entered into non-cancellable operating leases for offices, switches and cell sites for periods ranging from 36
months to 240 months. For the current year, total minimum lease payments amounting to ` 18,462.24 Mn. (Previous year `
14,651.17 Mn.) are charged to the Statement of Profit & Loss.
The future minimum lease payments in respect of the above are as follows.
` Mn
Particulars Not later than Later than one Later than
one year year but not later five years
than five years
Minimum Lease Payments 9,961.06 30,921.38 14,290.86
(8,734.25) (27,673.41) (13,005.55)
(Figures in bracket are as of March 31, 2012)
Operating Lease: As a Lessor
The Company has leased under operating lease arrangements certain Optical Fibre Cables (OFC) on Indefeasible Rights of Use
(“IRU”) basis. The gross block, accumulated depreciation and depreciation expense of the assets given on IRU basis is not
separately identifiable and hence not disclosed.
Rental income of ` 191.49 Mn. (Previous year ` 107.45 Mn.) in respect of such leases have been recognized in the
Statement of Profit and Loss during the current year.
Annual Report 2012-13
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The future minimum lease receivables in respect of the above are as follows:
` Mn
ParticularsNot later than Later than one Later than
one year year but not later five years
than five years
Minimum Lease Receivables 951.38 20.67 0.84
(139.65) (48.49) (0.48)
(Figures in bracket are as of March 31, 2012)
42. During the financial year 2007-08, company had entered into a composite IT outsourcing agreement wherein fixed assets
and services related to IT have been supplied by the vendor. Such fixed assets received have been accounted for as finance
lease. Correspondingly, such assets are recorded at fair value of these assets at the time of receipt and depreciated on the
stated useful life applicable to similar assets of the company.
43. Basic & Diluted Earnings per Share:
Particulars For the year For the year
ended ended
March 31, 2013 March 31, 2012
Nominal value of Equity Shares (`) 10/- 10/-
Profit after Tax (` Mn.) 10,109.27 7,229.88
Profit attributable to Equity Shareholders (` Mn.) 10,109.27 7,229.88
Weighted average number of Equity Shares outstanding during the year 3,310,881,787 3,305,571,126
Basic Earnings Per Share (`) 3.05 2.19
Dilutive effect on weighted average number of Equity
Shares outstanding during the year 8,292,754 10,381,939
Weighted average number of diluted Equity Shares 3,319,174,541 3,315,953,065
Diluted Earnings Per Share (`) 3.05 2.18
44. The Company has the following joint venture as on March 31, 2013 and its percentage holding is given below:
Name of the Joint Venture Percentage Holding
As on As on
March 31, 2013 March 31, 2012
Indus Towers Limited (Indus) 16.00% 16.00%
The proportionate share of assets, liabilities, income, expenditure, contingent liabilities and capital commitment of the
above joint venture companies included in these consolidated financial statements are given below:
` Mn
Particulars As on As on
March 31, 2013 March 31, 2012
Liabilities
Reserves & Surplus 1,225.39 1,425.34
Long Term Borrowings 12,303.20 9,100.00
Other Non Current Liabilities 2,557.28 2,892.85
Deferred Tax Liability 767.80 605.68
Short Term Borrowings 328.80 4,863.92
Other Current Liabilities 9,268.65 6,743.41
IDEA CELLULAR LIMITED
110
C K
Assets
Net Block (including CWIP) 19,808.64 18,702.32
Other Non Current Assets 2,102.45 1,537.77
Current Investment 720.00 976.00
Other Current Assets 3,820.22 4,415.30
` Mn
Particulars For the year For the year
ended ended
March 31, 2013 March 31, 2012
Revenues 21,362.04 12,716.56
Operating Costs 15,030.56 6,952.43
EBITDA 6,331.48 5,764.14
Finance Cost 1,310.08 1,471.17
Depreciation & Amortisation 2,635.36 2,535.97
PBT 2,386.04 1,757.00
Taxes 813.58 563.60
PAT 1,572.46 1,193.40
Contingent Liability 699.52 585.44
Capital Commitment 187.04 347.52
45. Information with respect to Subsidiaries as on March 31, 2013:
` Mn
Particulars Aditya Birla Idea Cellular Idea Cellular Idea Cellular Idea Idea Mobile
Telecom Services Infra- Towers Telesystems Commerce
Limited Limited structure Infra- Limited Services
Services structure Limited
Limited Limited
Capital 119.25 0.50 0.50 0.50 0.50 10.00
Reserves 74,741.95 (8.05) 358.77 15,932.31 108.80 (12.80)
Total Assets 1,759.39 62.12 3,326.83 16,061.78 267.74 14.26
Total Liabilities 206.25 69.67 2,967.56 128.97 422.59 17.06
Investments other than
Investments in subsidiary 73,307.56 — — — 264.15 —
Turnover (Total Revenue) 1,607.45 868.16 2,101.58 1,513.41 2,721.87 3.37
Profit/(Loss) before Taxation 1,555.85 (5.57) 175.77 195.91 134.11 (12.45)
Provision for Taxation 2.61 (2.69) 64.38 39.20 43.09 —
Profit/(Loss) after Taxation 1,553.24 (2.88) 111.39 156.71 91.02 (12.45)
Proposed Dividend — — — — — —
` Mn
Particulars As on As on
March 31, 2013 March 31, 2012
Annual Report 2012-13
111
C K
For and on behalf of the Board
Gian Prakash Gupta Sanjeev Aga Himanshu Kapania
Director Director Managing Director
Akshaya Moondra Pankaj Kapdeo
Chief Financial Officer Company Secretary
Place : Mumbai
Date : April 25, 2013
46. The movement in the Asset Retirement Obligation is set out as follows:
` Mn
Particulars For the year For the year
ended ended
March 31, 2013 March 31, 2012
Opening Balance 930.83 888.20
Additional Provision 590.45 47.46
Utilisation 25.79 4.83
Closing Balance 1,495.49 930.83
47. The Board of Directors have recommended a dividend at the rate of ` 0.30 per share of face value of ` 10/- aggregating
` 1,163.28 Mn. (including ` 168.98 Mn. Dividend Distribution Tax) for the year ended 31st
March 2013. The payment of dividend
is subject to the approval of the shareholders at the ensuing annual general meeting of the Company.
48. Previous year’s figures have been regrouped / rearranged wherever necessary to conform to the current year grouping.
IDEA CELLULAR LIMITED
112
C K
Consolidated Cash Flow Statement for the year ended March 31, 2013
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
A) Cash Flow from Operating Activities
Net Profit after Tax 10,109.27 7,229.88
Adjustments For
Depreciation 29,589.50 24,356.93
Amortisation of Intangible Assets 5,188.15 5,456.42
Interest and Financing Charges 10,156.96 10,481.74
Profit on Sale of Mutual Funds (667.37) (291.71)
Provision for Bad & Doubtful Debts / Advances 829.85 597.31
Employee Stock Option Cost 0.32 35.88
Provision for Gratuity, Leave Encashment 669.54 174.03
Provision for Deferred Tax 4,907.46 3,173.60
Provision for Current Tax (Net of MAT Credit Entitlement) 756.50 149.25
Liabilities / Provisions no Longer Required Written Back (414.83) (450.89)
Interest Income (193.89) (134.52)
(Profit) / Loss on sale of Fixed Assets / Assets Discarded 53.27 11.95
50,875.46 43,559.99
Operating Profit Before Working Capital Changes 60,984.73 50,789.87
Adjustments for Changes in Working Capital
(Increase)/Decrease in Trade Receivables (2,203.64) (3,267.17)
(Increase)/Decrease in Inventories 199.24 (266.48)
(Increase)/Decrease in Other Current and
Non Current Assets (3.97) (3.37)
(Increase)/Decrease in Long Term and Short Term Loans
and Advances (371.99) (13,291.34)
Increase /(Decrease) in Trade Payables, Other Current and
Non Current Liabilities and Provisions 8,476.13 8,360.20
6,095.77 (8,468.16)
Cash generated from Operations 67,080.50 42,321.71
Tax Paid (including TDS) (Net) (4,109.58) (4,140.89)
Net Cash from / (used in) Operating Activities 62,970.92 38,180.82
B) Cash Flow from Investing Activities
Purchase of Fixed Assets & Intangible Assets
(including CWIP) (34,986.76) (47,326.59)
Payment towards Spectrum and Licenses* (213.22) —
Proceeds from Sale of Fixed Assets 220.70 59.04
Profit on Sale of Current Investments and Interest Received 870.28 416.63
Net Cash from / (used in) Investing Activities (34,109.00) (46,850.92)
Annual Report 2012-13
113
C K
C) Cash Flow from Financing Activities
Proceeds from issue of Equity Share Capital 248.20 237.10
Proceeds from Long Term Borrowings* 40,154.25 38,322.60
Repayment of Long Term Borrowings (37,832.52) (30,345.21)
Proceeds from Short Term Borrowings 10,547.22 42,521.84
Repayment of Short Term Borrowings (23,237.33) (43,150.47)
Dividend Distribution Tax (250.24)
Payment of Interest and Financing Charges (9,283.00) (11,199.84)
Net Cash from / (used in) Financing Activities (19,653.42) (3,613.98)
Net Increase / (Decrease) in Cash and Cash Equivalents 9,208.50 (12,284.08)
Cash and Cash Equivalents at the Beginning 2,449.60 14,733.68
Cash and Cash Equivalents at the End 11,658.10 2,449.60
* Excluding deferred payment liability towards spectrum won in auction, being non cash transaction for the year
Notes to Cash flow Statement for the year ended March 31, 2013
1. Cash and Cash Equivalents include the following Balance Sheet amounts:
Cash on Hand 26.48 16.66
Cheques on Hand 223.18 135.06
Balances with Banks
– In Current Accounts 750.43 354.48
– In Deposit Accounts 377.86 967.40
Investment in Units of Liquid Mutual Funds 10,280.15 976.00
11,658.10 2,449.60
2. The above cash flow statement has been prepared under the indirect method as set out in Accounting Standard 3 on Cash
Flow Statement.
Consolidated Cash Flow Statement for the year ended March 31, 2013
` Mn
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board
Chartered Accountants
Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania
Partner Director Director Managing Director
Membership No.: 31544
Place : Mumbai Akshaya Moondra Pankaj Kapdeo
Date : April 25, 2013 Chief Financial Officer Company Secretary
Notes
C K
CMYK
ThomsonPress

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Idea annual report_2012-13

  • 2. CMYK Mr. Aditya Birla We live by his values. Integrity, Commitment, Passion, Seamlessness and Speed.
  • 3. C K Dear Shareholder, The global scenario Across the world in 2012 the economy remained a worry. Global GDP fell to 3.2% compared to 4% in 2011. Many of the systemic vulnerabilities continued. Among these were fiscal fragility, hidden and unknown risks of financial derivative instruments and the problems of the weaker Eurozone economies. The increasing instances of political gridlock aggravated the situation. While these are not totally left behind, there are strong positives. The unwinding of financial leverage, several rounds of liquidity injections, with Japan also joining in augur well for the global economy. Alongside, continuing low interest rates, sharp corrections in commodity and energy prices and a modest recovery in the US housing market ring in a degree of optimism. Furthermore, the private corporate sector seems on the path to stepping up investment outlays. Thankfully, the worst case outcomes have been averted. The US has not fallen off the fiscal cliff. And despite the recent financial shocks in Cyprus, government bond yields have fallen. The global economy has clearly shown a lot of resilience. The global economy is now moving on to a surer recovery mode. The IMF projects growth at 3.25% in 2013, increasing to 4.0% in 2014. GDP growth in emerging markets and developing countries is placed at 5.3% The Chairman’s Letter to Shareholders
  • 4. C K in 2013, increasing to 5.7% in 2014. US GDP is expected to grow 1.9% in 2013, rising sharply to 3.0% in 2014. Europe will remain a laggard, with growth projected at -0.3% this year, and inching to just over 1% in 2014. China’s growth will scale back from its recent double digit levels to 7-8%, which is still respectable. Developments on the global front undeniably dented India’s growth level, besides the issues at home. The Indian economy – ongoing resilience Slow growth, investor diffidence, the rupee falling to an all time low, power outages and a poor monsoon added to the country’s woes. High commodity prices and supply constraints of critical raw material, such as coal and natural gas further compounded the problem. Unsurprisingly then, India’s GDP growth slowed markedly in 2012-13, to 5%, down from 6.2% in the previous year. The manufacturing sector recorded a growth of only 1.9% in 2012-13, down from 2.7% in 2011-12. Export growth in 2012-13was5.1%,comparedto15.3%inthepreviousyear. There are good signs, as we move into fiscal 2013 – 2014. There have been some positive policy developments in recent months. These include a decline in interest rates and a move towards market-based pricing for diesel and petrol. If this pricing flexibility persists, it could make a considerable dent in the subsidy bill. The expectation of a normal monsoon is a positive, going forward. In FY 2013-14, GDP growth is projected to rise modestly to around 6.0% with much of the improvement likely only in the second half of the year. Industrial activity will continue to be adversely affected by regulatory bottlenecks. The recent decline in commodity prices, particularly of crude oil, and continuing buoyancy of FII inflows will pave the way for greater exchange rate stability, and a moderation of inflation. The RBI projects a 5.5% increase in the wholesale price index in FY 2013-14, down from 7.3% in the previous year. The Telecom Sector The Financial Year 2012-13 was a tumultuous one for the telecom sector, with a number of regulatory decisions, “The Financial Year 2012-13 was a tumultuous one for the telecom sector, with a number of regulatory decisions, which impacted the industry, forcing it to incur high costs.”
  • 5. C K which impacted the industry, forcing it to incur high costs. The February 2012 license cancellation by the Supreme Court was followed up with the November 2012 1800 MHz spectrum auctions with a very high regulator recommended reserve price. Furthermore, a cost and manpower intensive ‘new subscriber acquisition process’ was introduced. Various other regulations that impacted VAS and voice business were issued. I am pleased to share with you that your Company has weathered these and other industry driven challenges to once again report a splendid performance. Your Company continues on its enviable track record of being India’s ‘fastest growing large mobile operator’. Your Company consolidated its 3rd position in terms of Revenue Market Share (RMS) as it improved RMS from 15.0% in Q4 FY 11-12 to 15.7% in Q4 FY 12-13. Your Company beat the industry growth by 1.5 times to achieve a Revenue growth of 14.9% over FY 11-12 clocking ` 224,577 Mn in Gross Revenue and an EBITDA of ` 60,046 Mn, a rise of 17.9% over the previous year. On the back of strong top line performance and tight execution, PAT soared by 39.8% over FY 11-12 to ` 10,109 Mn and Cash Profits increased by 24% over FY 11-12 to ` 49,794 Mn. Subscriber growth remained a focus area resulting in a gain of 1.2% VLR market share reaching 16.6% and ending with 121.6 Mn subscribers. This makes your Company the 7th largest single country telecom operator globally by subscriber count. Your Company led the industry in VLR subscriber additions in FY 12-13 by garnering 37.2% of total industry subscriber additions. Significantly, while gaining volumes, it retained the distinction of the best subscriber quality at 98.9% of subscribers on VLR, way above industry average of 83%. Even as your Company added over 6,900 GSM sites to augment growth of voice services, taking its overall GSM sites to over 90,000, it has propelled the data traffic growth by ongoing investments in its mobile broadband backbone. It rolled out more than 4,300 3G overlay sites, with the total count crossing over 17,100 sites taking “Your Company consolidated its 3rd position in terms of Revenue Market Share (RMS) as it improved RMS from 15.0% in Q4 FY 11-12 to 15.7% in Q4 FY 12-13. Given Idea’s excellent performance, I am delighted to report that after 16 years of the start of your Company’s operations, your Board has recommended its maiden dividend of 3 per cent.”
  • 6. C K the OFC network to 74,000 km of cable. Your Company’s data users generate more than 3.75 Bn MB of data traffic per month on its global quality High Speed Data network. Given Idea’s excellent performance, I am delighted to report that after 16 years of the start of your Company’s operations, your Board has recommended its maiden dividend of 3 per cent. I appreciate the unequivocal commitment of your Company’s over 270,000 institutional and retail investors to its growth and their faith in the Company. Outlook The sector offers growth opportunities, both in voice and data. While there is still much to be derived from voice business, data is emerging as the next driver of growth. On the back of strong execution and a clear focused strategy keeping quality of service and consumers at its center, your Company’s management is confident that it will not only overcome any impending regulatory and market challenges but also come out a healthier and stronger operator, set to become a challenger to the incumbent leaders. To our Teams I thank all of our teams. For most of our employees, I can say with certitude that their commitment towards their responsibility to give results has been incredibly overwhelming. They have enriched your Company and determined its course over the years. I am confident that as we move into an even higher growth trajectory, our people will continue to rise to the increasing demands of their work. The Aditya Birla Group in perspective Over the last two years, significant changes have impacted the global and domestic business scenario. Given our resilience, our Group has managed to weather the storm. Our consolidated revenue at US 42 billion dollars is marginally above that of the last year. I believe, that if we have been able to sustain our revenues, it is because of the quality of our 136,000 “On the back of strong execution and a clear focused strategy keeping quality of service and consumers at its center, your Company’s management is confident that it will not only overcome any impending regulatory and market challenges but also come out a healthier and stronger operator, set to become a challenger to the incumbent leaders.”
  • 7. C K strong workforce spread over 36 countries and 42 nationalities. The hallmark of our overall leadership development efforts has been our belief in taking “bets on our people”. And it has indeed paid off. Our entrepreneurial DNA also encourages risk taking which includes taking risks with people, of course with safety nets. We believe that people are endowed with immense capability - our task is to spot them, early in their careers and provide them with suitable opportunities to try their hand at and test their skills. Our investment in people processes has enabled us have a robust bench strength of talent. Our entire focus is on ensuring that we always remain a meritocracy. This pool of talent is developed through a series of planned exposures, assignments and training opportunities so that they are prepared to take on leadership roles as and when these emerge. Let me elucidate these aspects with an overview of our talent management and leadership development processes. Two new programmes namely “Step UP” and “Turning Point” have been launched. These aim primarily to prepare Departmental Heads and Functional Heads for the next stage of their career development as Functional heads and Cost Centre heads respectively. The first pilot batches have already undergone the initial rounds of training. These programmes will be further institutionalized. Last year, I had alluded to the launch of our P&L Leaders Development Program, called – “The Cutting Edge”. The objective of this program is to prepare our high- performing functional heads to take on P&L roles. The program has taken off to a solid start. The first batch of participants has been already absorbed in the global immersion program across 4 different countries. The second batch of “The Cutting Edge” will soon start their programme. To augment talent on the technical side, we have also been hiring, for the first time, a select set of manufacturing professionals directly at the Group level – The first group has already moved into our businesses. “Our entrepreneurial DNA also encourages risk taking which includes taking risks with people, of course with safety nets. We believe that people are endowed with immense capability - our task is to spot them, early in their careers and provide them with suitable opportunities to try their hand at and test their skills.”
  • 8. C K Our in-house learning university ‘Gyanodaya’ is a globally benchmarked institution. It leverages resources from around the world to meet the development needs of our leadership. Last year it had 28,000 touch points and partnered with several external institutions and corporations for collaborative learning. More than a 1,000 executives take courses at Gyanodaya each year. Alongside, we have institutionalized global career paths - driven both by the individual and the organization’s needs. To a great extent this allows an individual to ‘take charge of his own career’. We leverage vacancies across the Group and stimulate talent mobility by identifying and moving leaders across geographies and functions and into new roles as part of their career development. Development for us today means providing people opportunities to learn from their work rather than taking them away from their work to learn. Let me give you some statistics relating to fast tracking of talent. Since April 2011, from our management cadre comprising of 37,600 colleagues 15%, i.e. 5,824 have been promoted, 18% i.e. 6,481 have moved roles and 12% i.e. 4,543 have moved location. Additionally, we seek feedback in an institutionalized way and conduct conversations with our people across the Group to gauge their engagement with our Group. We call it ‘Vibes’. The Vibes survey is carried out by a global reputed external HR research agency. This year 94% of our 35,000 Executives participated in the Vibes survey – which is an indication of their engagement with the Group. It was very heartening for me to see that 92% of employees have an overwhelming sense of pride in our Group. More than 80% are engaged employees and again over 90% say that they understand the connect between their work and goals of business. Today, we are reckoned as an Employer of Choice that offers a World of Opportunities for talent. I take great pride in sharing with you that our Group (Aditya Birla Group) has topped Nielsen’s Corporate Image Monitor 2012-13. An extract from their media release would interest you – “Aditya Birla Group has emerged as the Number 1 corporate, the ‘Best in Class’ across all the six pillars of “It was very heartening for me to see that 92% of employees have an overwhelming sense of pride in our Group. More than 80% are engaged employees and again over 90% say that they understand the connect between their work and goals of business. Today, we are reckoned as an Employer of Choice that offers a World of Opportunities for talent. I take great pride in sharing with you that our Group (Aditya Birla Group) has topped Nielsen’s Corporate Image Monitor 2012-13.”
  • 9. C K Corporate Image, according to the annual Corporate Image Monitor 2012-13, conducted by Nielsen, a leading global provider of insights and information into what consumers watch and buy. The six pillars of Corporate Image comprise of Product & Service quality, Vision and Leadership, Workplace Management, Financial Performance, Operating style and Social responsibility. Nielsen’s Corporate Image Monitor measures the reputation of the 40 leading companies in India across sectors and serves as an important indicator of the strength of the corporate brand”. The survey was conducted among policy makers, the financial media, financial analysts, investors, professionals from the corporate sector and the general public across 7 metros. The 40 corporates covered in this survey were selected using The Economic Times-500 and the Business Today-500 list of listed companies. Nielsen is a global market research company, headquartered in New York and operating in 60 countries. In sum Let me conclude that we have strong Balance Sheets, robust cash-flows and gearing levels well within reasonable limits. The global presence of our Group and the experience of operating in 36 countries invests us with the strength to acquire assets or grow organically anywhere in the world in different business environments. And finally, our indomitable strength of running low cost, highly-efficient and vastly productive operations, through our embedded culture of continuous improvement and innovation, will see us through good times as well as tough times. Yours sincerely, Kumar Mangalam Birla “Our indomitable strength of running low cost, highly-efficient and vastly productive operations, through our embedded culture of continuous improvement and innovation, will see us through good times as well as tough times.”
  • 10. C K
  • 11. C K Contents 1 Corporate Information 3 Performance Highlights 5 Key Performance Indicators 7 Management Discussion and Analysis Report 15 Directors’ Report 23 Corporate Governance Report 37 Business Responsibility Report 49 Auditors’ Report 54 Balance Sheet 55 Statement of Profit and Loss 56 Notes forming part of the Financial Statements 83 Cash Flow Statement Consolidated Financial Statements 85 Auditors’ Report 86 Consolidated Balance Sheet 87 Consolidated Statement of Profit and Loss 88 Notes forming part of the Consolidated Financial Statements 112 Consolidated Cash Flow Statement
  • 12. C K
  • 13. C K Corporate Information Board of Directors Mr. Kumar Mangalam Birla Chairman Mrs. Rajashree Birla Non-Executive Director Dr. Rakesh Jain Non-Executive Director Mr. Biswajit A. Subramanian Non-Executive Director Dr. Shridhir Sariputta Hansa Wijayasuriya Non-Executive Director Mr. Sanjeev Aga Non-Executive Director Mr. Arun Thiagarajan Independent Director Mr. Gian Prakash Gupta Independent Director Mr. Mohan Gyani Independent Director Ms. Tarjani Vakil Independent Director Mr. R.C. Bhargava Independent Director Mr. P. Murari Independent Director Ms. Madhabi Puri Buch Independent Director Mr. Himanshu Kapania Managing Director Mr. James Maclaurin Alternate Director to Dr. Shridhir Sariputta Hansa Wijayasuriya Chief Financial Officer Mr. Akshaya Moondra Company Secretary Mr. Pankaj Kapdeo Auditors Deloitte Haskins & Sells Chartered Accountants 706, B Wing, ICC Trade Tower, Senapati Bapat Road, Pune – 411 016 Registered Office Suman Tower, Plot No. 18, Sector – 11, Gandhinagar – 382 011 Gujarat Corporate Office Windsor, 5th Floor, Off CST Road, Near Vidya Nagari, Kalina, Santacruz (East), Mumbai – 400 098 Registrar and Share Transfer Agents Bigshare Services Pvt. Ltd. E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri (East), Mumbai - 400 072 Website http://www.ideacellular.com 1
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  • 15. C K Performance Highlights Robust Growth in Top Line ` bn 67.4 101.5 125.0 155.0 195.4 224.6 FY08 FY09 FY10 FY11 FY12 FY13 Robust Growth in EBITDA 22.7 28.4 34.1 37.9 50.9 60.0 FY08 FY09 FY10 FY11 FY12 FY13 ` bn Robust Growth in Cash Profits 19.8 23.5 30.6 34.1 40.3 49.8 FY08 FY09 FY10 FY11 FY12 FY13 ` bn Net Profits ` bn 10.4 8.8 9.5 9.0 7.2 10.1 FY08 FY09 FY10 FY11 FY12 FY13 3
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  • 17. C K 5 Key Performance Indicators EoP Subscribers 2008 2009 2010 2011 2012 2013 24 39 64 90 113 122 (in Mn.) Revenue Market Share* 2008 2009 2010 2011 2012 2013 9.7% 11.1% 12.4% 13.2% 14.3% 14.9% (in %) Minutes of Usage 2008 2009 2010 2011 2012 2013 86 154 225 363 453 532 (in Bn) Cellsites Count 2008 2009 2010 2011 2012 2013 29 50 66 74 83 90 (in ‘000) *Based on gross revenue for Mobile and UAS Licenses, released by the TRAI
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  • 19. C K 7 Annual Report 2012-13 Management Discussion And Analysis Report Indian Wireless Sector The Indian wireless sector continued to expand its reach with the addition of more than 40 million VLR (active) subscribers during the year. However, revenue growth for the sector during the Financial Year 2012-13 remained subdued, and was lower than that of Financial Year 2011-12. The uncertain, complex and litigation prone regulatory environment, arising out of cancellation of licenses by Supreme Court in February 2012 and subsequent adoption of astronomical reserve prices for spectrum auctions by Government, continued diverting energies from operations to regulation. The spectrum auction in November 2012 witnessed a luke-warm response from operators, with reacquisition of only ~1/7th of cancelled licenses. In terms of quantum of spectrum, out of the total 236 blocks of 1.25 MHz put to auction in 1800 MHz band, only 102 blocks were taken up, while no bids were placed for the service areas of Mumbai, Delhi, Karnataka and Rajasthan. There were no participants in the auction for spectrum in 800 MHz band. The second round of spectrum auction in March, 2013, which was limited to 3 ‘Metro’ service areas for 900 MHz and limited to 4 service areas for 1800 MHz (where no bids were received in November 2012 auction) with 30% reduction in reserve price of November 2012 auction, witnessed no participation at all. For auction in 800 MHz band with 50% reduction in reserve price, which was conducted for all 22 service areas, there was only one bidder, bidding/winning spectrum in only 8 service areas out of the 21 service areas for which its licenses were cancelled. These events led to contraction of capacities in some of the service areas. This coupled with stretched financial performance of the marginal operators, reduced the tariff led competition. As a result, the realisation remained almost stable. The industry subscriber base reached 867.8 Mn, a penetration of 70.85%. However with the VLR (active) subscriber ratio of 83.3%, the real penetration stands at around 59%, reflecting the significant growth potential for voice business in the coming years. The 3G network coverage was further expanded during the year by most of the strong operators, resulting in improved data revenues. With the latent demand for broadband coupled with growing availability and usage of smart phones, 3G services hold the key for the data growth in the sector. Discussion on Idea’s Operational Performance and Consolidated Financial statements Mobile Business Your Company is a pan India wireless operator providing GSM based mobile services in all 22 service areas of the Country. In addition, the Company won 3G spectrum in 11 services areas and currently provides 3G services in 20 service areas, including roaming arrangements with other operators for 10 service areas. Your Company holds a leadership position in revenue market share in 4 service areas (representing 21.3% of Industry wireless revenue) and among the top 3 operators in 11 service areas (representing 60.2% of Industry wireless revenue). These 11 service areas contribute over 83.1% of mobile revenues. Your Company is focused on expansion in these service areas to further consolidate its leadership position. Seven operating licenses (representing 20.5% of Industry wireless revenue and 4.7% of Company revenues) of the Company were cancelled by Supreme Court in February 2012, which were re-acquired in November 2012 auctions. These 7 service areas, where the commercial operations were started in FY 09-10, are gestating in terms of profitability. With reduction in competitive intensity, your Company intends to increase its coverage and market share in these service areas to achieve break even. Long Distance and Other Services Your Company holds licenses for NLD, ILD and ISP services. Its fibre cable transmission network (owned as well as under IRU arrangement with other telecom operators) expanded to 74,000 kms, compared to 65,000 kms a year ago. Your Company has also increased the OFC PoPs to over 2,308 PoPs in 128 cities and linked highways. The fibre network optimally serves its 2G/ 3G/NLD/ ILD/ ISP/Wireless Broadband needs. Idea NLD currently carries around 95% of Idea’s captive NLD minutes. Idea ILD now handles over 99% of captive ILD outgoing minutes, besides bringing large volume of incoming minutes from top international carriers across the globe. The ISP services, which were launched in FY 11-12, to cater for the captive requirement of mobile business, currently handles more than 86% of captive requirements. It is also ready to offer alternative choice to small ISPs and enterprise customers for their wholesale internet backhaul needs. Telecom Infrastructure Your Company continued to expand its 2G and 3G network. It has a network of 90,094 2G sites as on March 31, 2013, adding 6,904 2G cell sites during the year. Your Company has also increased its 3G presence with launch of 4,315 3G cell sites, taking the 3G cell site count to 17,140 by end of the financial year in the 10 service areas where it provides 3G services with own spectrum. Your Company and its subsidiaries own 9,401 towers with a tenancy of over 1.57 and additionally 11,094 towers are under IRU arrangement with Indus Towers Limited (Indus), which will get vested into Indus upon the scheme of amalgamation becoming effective. 3G services Your Company, in 2010, won spectrum in 2100 MHz band in 11 service areas. Your Company’s 3G investment plans are on track with high speed broad band services now available in 20 service areas (including those with roaming arrangements), with around 5.1 Mn subscribers actively using 3G platform and enjoying wireless broadband services. Revenue Market Share Improvement in the Revenue Market Share (RMS) remained as one of the key focus areas for your Company. It has increased its all India revenue market share from 15.0% in Q4 FY 11-12 to 15.7% in Q4 FY 12-13, consolidating its national position.
  • 20. C K 8 IDEA CELLULAR LIMITED Quality Subscriber Base Your Company has always stringently monitored the quality of its subscriber base. The subscriber base of the Company stands at 121.6 Mn as at end March 31, 2013 compared to 112.7 Mn at the end of last year, an increase of 7.9%. The Company retained its leadership position with 98.9 % of reported subscribers as active (VLR) subscribers, as per data released by TRAI as of March, 2013. Your Company has gained 37.2 % of total VLR subscribers added by the Mobile Industry during the year. Its VLR subscriber market share stands at 16.6% as at the March 31, 2013 compared to a reported subscriber market share of 14.0 %, reflecting the true competitive strength of your Company. Mobile Number Portability While the number of the subscribers who opted for the Mobile Number Portability (MNP), a facility which allows customers to change their operator while retaining their mobile number (in the same service area), continues to grow, they are not very large in numbers. However, the trends emerging from MNP are clearly distinguishing the strong operators in terms of customers’ preference for better quality of services and brand value, thereby reflecting the market power of the operators. With the net gain of 6.7 Mn subscribers since the launch of MNP and the lowest port-out ratio of 59 subscribers against every 100 port-in subscribers, Idea leads the industry. Idea’s success on the MNP front clearly shows the strength of its seamless network coverage, low call drop rate, better voice quality, advanced and precise billing systems, customer oriented call centers and innovative/competitive product offerings. Non Voice Revenue The fixed line wired broadband penetration remains at around 1% in India, allowing your Company to capitalize on the significant growth opportunity offered by the data segment. The expansion of 3G network in last few years since the launch of 3G services in FY 10-11, has resulted in improved share of Non Voice Revenue in the total revenue. The growth in Non Voice revenue is primarily driven by growth witnessed in data revenue, while other Non Voice revenue remained almost flat. Your Company continues to launch innovative product offerings, with high quality content, to improve its share of Non Voice revenue. Power Brand Idea is envisioned as a ‘Champion’ brand, driven by a cause. Our mission is to shift paradigms, making mobile telephony a way of life. To be a leader in the fast changing telecom industry, it is important to be ahead of the times. Idea represents innovation and vitality, is imaginative and future ready. Idea strives to build preference for the brand through its services. Idea’s communication has been about simple ideas that have the potential to change your life. It paints a picture of possibilities that lift mobile telephony from just communication to being an enabler of positive change in the lives of millions. We have creatively used the role mobile services is playing in uniting the country and providing innovative suggestions to long standing societal issues. The brand communication is designed to be perceived as humane, caring, warm and friendly. This framework has led to the creation of some very noticeable and memorable advertising like the ‘Caste War’, ‘Education for all’, ‘Use Mobile Save Paper’, ‘Break the Language Barrier’, ‘Population’ (India busy on Idea 3G), and ‘Old Idea – New Idea’ which have not only won many awards but also millions of hearts. Idea’s advertising over the years has found its way into the popular culture with its catch phrases like “What an idea, Sirjee”, “no Idea – get Idea” etc. becoming part of common man’s lingo. This year saw the nation sway to the tune of “honey-bunny” song. The highly viralled campaign got stupendous response from online and offline audience alike. The campaign that had its tagline as “Idea rings all India”, and established Idea’s all India presence, could not have come at a more opportune time, just when Idea had won back licenses in seven circles. This was followed by another thought provoking advertising campaign – “Telephone Exchange”. It addressed not so much a societal issue but an endearingly “closer to my life” story with the potential of impacting a very large part of the society. Synthesizing two simple insights (a) empathy in personal relationships is the first casualty of today’s fast paced and stressful life, and (b) our mobile phone is a true reflection of who we are and what’s going on in our lives, the campaign aptly brought alive the core insight -“ek doosre ko samajhne ke liye telephone exchange, what an idea!”. These two large campaigns were peppered with a series of short bursts of festive campaigns. It blended the spirit of celebration with India’s pluralistic society into a simple yet powerful thought – “it is a good idea to celebrate festivals of all religions, no matter what faith one may follow”. The campaign thought was brought alive through a number of films on Diwali, Eid, Christmas, Holi and even Valentine’s Day. The campaign continues with more festivals to come. Idea is the fastest growing leading telecom operator in the world’s fastest growing telecom market. It’s brand building efforts have been recognized in various forums, both national as well as international. New Initiatives Launch of Wi-Fi services Your Company soft launched its Wi-Fi services in Pune and Ahmedabad. It launched both, prepaid and postpaid plans, and provides upto 2MBPS of broadband speed. STANDALONE FINANCIAL RESULTS Revenues Revenues and Other Income for the year ended March 31, 2013, stood at ` 220,869 Mn, as compared to ` 193,223 Mn during the previous year, registering a growth of 14.3%, against the industry average growth of 9.2% in the current year. Non-voice revenues from subscribers grew at 25.6 % over the previous year. Revenues from International Long Distance services, forming part of total revenues after inter segment eliminations, were ` 2,317 Mn. Operating Expenses Operating Expenses stood at ` 169,304 Mn (76.7% of total revenues) vis-à-vis ` 150,095 Mn for the previous year (77.7% of
  • 21. C K 9 Annual Report 2012-13 total revenues). Of the total Operating Expense of 76.7% of revenues, Personnel Expenditure accounted for 4.5%, Network Operating Expenses 28.8%, License and WPC charges 11.2%, Roaming and Access Charges 18.2%, Subscriber Acquisition and Servicing Expenses 9.7%, Advertisement & Business Promotion Expenditure 2.1% and Other Expenditure 2.2%. The composition of total operating expenses (amount and %age to total operating expenses) is as follows: Profit before Interest, Depreciation and Amortisation The high revenue growth of your Company coupled with better cost management resulted in the Profit before Interest, Depreciation and Amortisation to increase from ` 43,128 Mn for the previous year to ` 51,565 Mn for the year ended March 31, 2013. The EBITDA margin for the current financial year stood at 23.3% compared to 22.3% for the previous year. Depreciation, Amortisation and Finance Charges Depreciation and Amortisation expenses rose by 19.2% to ` 30,544 Mn for the year ended March 31, 2013 as against ` 25,628 Mn for the previous year. Net Finance Charges for the year reduced from ` 9,078 Mn to ` 8,135 Mn largely due to higher treasury income and lower foreign exchange loss during the current year. Profits and Taxes Profit before Tax stood at ` 12,886 Mn, against ` 8,423 Mn for the previous year, up by 53.0% over the previous year. Cash Profit increased by 27.4% over the previous year and stood at ` 43,430 Mn. The tax charge consisting of deferred tax stood at ` 4,704 Mn. Net Profit for the year ended March 31, 2013 was higher by 41.9% at ` 8,183 Mn. Capital Expenditure Your Company successfully bid for 1800 MHz spectrum band in the auction held in November 2012 and incurred ` 20,313 Mn (` 19,849 Mn to win back spectrum in the seven service areas where its operational licenses were cancelled and ` 464 Mn for one additional block of spectrum for Bihar service area) and also incurred ` 60 Mn for acquiring fresh licenses for these seven service areas. Additinally your Company incurred a capital expenditure (including capital advances) of ` 37,542 Mn. Balance Sheet During the year, the paid-up equity share capital of your Company increased by ` 55 Mn, due to issuance of 5,476,656 equity shares to the employees, pursuant to exercise of stock options granted under Employee Stock Option Scheme, 2006 (ESOS-2006). The reserves of your Company increased from ` 96,257 Mn to ` 107,056 Mn due to current year’s profits, premium amount on issue of shares under ESOS-2006, credit to securities premium (refer Note 29 to the standalone financials), which was partially offset by the proposed dividend and dividend distribution tax on same. The total shareholders’ funds stood at ` 140,199 Mn as at March 31, 2013. Total loans outstanding as at March 31, 2013 were ` 129,481 Mn, an increase by ` 8,525 Mn, mainly due to deferred payment liability towards the purchase of spectrum under auction. Deferred Tax liability as at March 31, 2013 stood at ` 10,231 Mn. Other Liabilities and provisions increased from ` 54,012 Mn to ` 64,355 Mn. The Gross Block and Net Block [including Capital Work in Progress (CWIP)] was at ` 420,415 Mn and ` 267,820 Mn respectively as at March 31, 2013. As on March 31, 2013, investment in subsidiaries and liquid mutual funds was ` 16,377 Mn and ` 9,296 Mn respectively. Other Assets increased by ` 1,067 Mn and stood at ` 50,774 Mn. Cash Flow Statement Your Company generated ` 57,083 Mn from operating activities which was primarily used for purchase of fixed assets (` 32,100 Mn), net repayment of borrowings (` 8,909 Mn) and payment of interest and financing charges (` 8,055 Mn). Cash and cash equivalents as on March 31, 2013 stood at ` 10,408 Mn, an increase of ` 9,108 Mn. CONSOLIDATED FINANCIAL RESULTS Revenues Revenues and Other Income earned for the year ended March 31, 2013, was ` 224,577 Mn, as compared to ` 195,412 Mn during the previous year, registering a growth of 14.9%, against the industry average growth of 9.2%. Non-voice revenues from subscribers grew at 25.6% over the previous year. Revenues from International Long Distance services, forming part of total revenues after inter segment eliminations, were ` 2,317 Mn while revenues from Passive Infrastructure services were ` 1,041 Mn. Operating Expenses Operating Expenses were at ` 164,531 Mn (73.3% of total revenues) vis-à-vis ` 144,489 Mn for the previous year (73.9% of total revenues). Of the total Operating Expense of 73.3% of revenues, Personnel Expenditure was 5.0%, Network Operating Expenses 24.7%, License and WPC charges 11.0%, Roaming and Access Charges 17.9%, Subscriber Acquisition and Servicing Expenses 9.1%, Advertisement & Business Promotion Expenditure 2.1% and Cost of Goods sold, Administration & Other
  • 22. C K 10 IDEA CELLULAR LIMITED Expenditure 3.5%. The composition of total operating expenses (amount and %age to total operating expenses) is as follows: Profit before Interest, Depreciation and Amortisation The high revenue growth of your Company coupled with better cost management resulted in the Profit before Interest, Depreciation and Amortisation to go up from ` 50,923 Mn for the previous year to ` 60,046 Mn for the year ended March 31, 2013. The EBITDA margin for the current financial year stood at 26.7% compared to 26.1% for the previous year. Depreciation, Amortisation and Finance Charges Depreciation and Amortisation expenses were higher by 16.7% to ` 34,778 Mn for the year ended March 31, 2013 as against ` 29,813 Mn for the previous year. Net Finance Charges for the year reduced from ` 10,557 Mn to ` 9,495 Mn largely due higher treasury income and lower foreign exchange loss during the current year. Profits and Taxes For the year ended March 31, 2013, Profit before Tax stood at ` 15,773 Mn, against ` 10,553 Mn for the previous year an increase of 49.5% over the previous year. Cash Profit increased by 23.7% over previous year and stood at ` 49,794 Mn. The tax charge, mainly consisting of deferred tax stood at ` 5,664 Mn Net Profit for the year ended March 31, 2013 was higher by 39.8% at ` 10,109 Mn. Capital Expenditure Your Company successfully bid for 1800 MHz spectrum band in the auction held in November 2012 and incurred ` 20,313 Mn (` 19,849 Mn to win back spectrum in the seven service areas where its operational licenses were cancelled and ` 464 Mn for one additional block of spectrum for Bihar service area) and also incurred ` 60 Mn for acquiring fresh licenses for these seven service areas. Furthermore your Company incurred a capital expenditure (including capital advances) of ` 41,441 Mn. Balance Sheet During the year, the paid-up equity share capital of your Company increased by ` 55 Mn, due to issuance of 5,476,656 equity shares to the employees pursuant to exercise of stock options granted under Employee Stock Option Scheme, 2006. Its reserves increased from ` 97,394 Mn to ` 109,890 Mn due to current year’s profits, premium amount on issue of shares under ESOS, 2006, credit to securities premium (refer Note 29 to the consolidated financials), and partially offset by dividend and dividend distribution tax. The total shareholders’ funds stood at ` 143,034 Mn as at March 31, 2013. Total loans outstanding as at March 31, 2013 were ` 140,438 Mn, an increase by ` 7,066 Mn, mainly due to deferred payment liability towards the purchase of spectrum under auction. Deferred Tax liability as at March 31, 2013 stood at ` 11,180 Mn. Other Liabilities and provisions (including CompulsorilyConvertiblePreferenceSharesissuedbyasubsidiary company) increased from ` 56,224 Mn to ` 69,129 Mn. The Gross Block and Net Block [including Capital Work in Progress (CWIP)] stood at ` 474,860 Mn and ` 300,350 Mn respectively as at March 31, 2013. Investment in liquid mutual funds increased by ` 9,304 Mn to ` 10,280 Mn as at March 31, 2013. Other Assets increased by ` 4,450 Mn and stood at ` 53,151 Mn. Cash Flow Statement Your Company generated ` 62,971 Mn from operating activities which was primarily used for purchase of fixed assets (` 35,200 Mn), net repayment of borrowings (` 10,368 Mn) and payment of interest and financing charges (` 9,283 Mn). Cash and cash equivalents as on March 31, 2013 were at ` 11,658 Mn, an increase of ` 9,209 Mn. Human Resources The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent, creating workplace environment that keeps employees engaged, motivated and encourages innovation. This talent has, through strong alignment with your Company’s vision, successfully built and sustained your Company’s standing as one of India’s most admired and valuable corporations despite unrelenting competitive pressures. Your Company has fostered a culture that rewards continuous learning, collaboration and development, making it future ready with respect to the challenges posed by ever-changing market realities. Employees are your Company’s most valuable assets and your Company’s processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company’s unflagging commitment to investing in talent development ensures performance and achievement of the highest order. The employee strength on rolls stood at 9,746 as on March 31, 2013. Responsible Growth and Sustainability Driven by its socially conscious parent Group, your Company stays committed to the cause of giving back to the environment
  • 23. C K 11 Annual Report 2012-13 and society. Your Company sees its association with social causes as a part of its core purpose and the same is projected through both business activities and employee contributions. Social Responsibility Your Company’s advertising has earlier tried to explore mobility based solutions to the challenges faced by society through campaigns based on ‘World without Caste’, ‘Going beyond the Language Barrier’, ‘Education for All’ and ‘Use Mobile, Save Paper’. Idea’s network covers over 308,000 villages and towns to bring into its ambit a large share of rural mobility subscribers. Your Company has consciously expanded its network coverage and invested in the strife ridden Naxalite belts of Chhattisgarh, Jharkhand, Maharashtra and Andhra Pradesh as well as into tribal and economically depressed regions of other states to promote inclusiveness and to make available to those citizens of our country the advantages of mobile communication. To promote localization of manufacture, which in turn would generate employment, we encouraged a SIM Card supplier to move his factory setup from outside the country to set it up in Bangalore. Your Company has also worked with global companies and has encouraged them to develop local vendors for imported equipments like antennas. Your employees are making an ongoing contribution of around ` 4 lacs per month through its payroll to Give India foundation which works with over 200 NGOs working for various charitable causes. Through the year several blood donation camps were organized by its offices across cities in India as well as specific visits to houses and schools for underprivileged were organized on the occasion of Women’s Day, etc. During the Joy of Giving week, employees donated a total of around ` 7.8 lacs in cash and 350 cartons of clothes and other items for the lesser privileged. Your Company is clear that its growth paradigm will be built on Porter’s ‘Shared Value’ model. Environmental Sustainability Your Company continues to drive the efforts towards environmental sustainability by reducing carbon footprint and energy consumption. It has started voluntarily measuring its carbon footprint and is taking initiatives which will reduce its energy consumption. Your Company operates its base stations with one of the highest tenancy ratios in the industry and has the highest proportion of outdoor BTS amongst operators. It has progressively introduced low power consuming hardware in its network. It has already started commercially deploying alternate energy solutions to run its base stations – those already deployed include solar power and hydrogen fuel cell run sites. Your Company is currently working on a project which will use solar power to reduce its MSC energy consumption as well. EMF radiation emanating from mobile cell-sites has made much news in the recent times, unfortunately for the wrong reasons. In this regard, one will note that the norms laid down for permissible radiation by the Department of Telecommunication (DoT) of the Government of India are 10 times more stringent than the widely accepted global norms for EMF radiation. All cell- sites of your Company operate within these DoT laid stringent radiation norms and new sites go on-air only on meeting the prevailing radiation norms. Your Company has in the past reduced the size of its SIM-card pack twice to come to the current ‘pico SIMs’ and thereby reducing plastic usage by more than 70%. There is a formal documented policy in place for Electronic Waste Disposal. This policy not only takes care of but also tries to exceed all government norms for disposal of electronic waste like PCBs, batteries, telecom equipment. All these contribute towards reduction in emissions and are an effort towards ‘Going Green’. Risk Management Your Company has developed the Risk Management framework which ensures compliance with the requirements of clause 49 of the Listing Agreement. The management regularly follows the process of risk identification, risk evaluation, risk prioritisation and development of risk mitigation plans. The framework requires that the Audit Committee be periodically informed about risk minimization procedures adopted by your Company. These processes are periodically reviewed. The various risks, including the risks associated with the economy, regulation, competition, foreign exchange, interest rate etc., are documented, monitored and managed efficiently. Internal Control Systems Your Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The internal controls cover operations, financial reporting, compliance with applicable laws and regulations, safeguarding assets from unauthorised use and ensure compliance of corporate policies. All internal controls are reviewed periodically by the internal auditors, and are subject to management reviews with significant audit observations and follow up actions reported to Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required. Regulatory Major regulatory developments for the period are: National Telecom Policy- 2012 The Department of Telecommunications finally unveiled the new National Telecom Policy. The thrust of NTP 2012 is to underscore the imperative that sustained adoption of technology would offer viable options in overcoming developmental challenges in education, health, employment generation, financial inclusion and much more. NTP Mission ● Develop a robust, secure, state-of-the-art telecom network with special focus on rural / remote. ● Create an inclusive knowledge based society through proliferation of affordable / high quality broad band. ● Make India a global hub for telecom equipment manufacture and a centre for converged services.
  • 24. C K 12 IDEA CELLULAR LIMITED ● Promote R&D, design in cutting edge ICTE technologies / products/services for meeting domestic/global needs. ● Promote development of new standards, generation of IPRs and participation in International standardization bodies ● To attract investment, both domestic and foreign. Key Targets ● Rural Tele-density : Move from current 39% to 70% by 2017, 100% by 2020 ● No. of broadband connections : 175 million by 2017 & 600 million by 2020 @ 2Mbps ● Spectrum for IMT services : Make available 300 MHz by 2017 another 200 MHz by 2020. ● Broadband download speeds : revise from current 256 Kbps to 512, 2Mbps by 2015 ● Broadband access : Village Panchayats by 2014, to all habitations by 2020 Change in Annual License Fee On June 25, 2012 the DoT announced that a uniform license fee rate of 8% of Adjusted Gross Revenues (AGR) shall be adopted across all categories of service areas in two steps starting from July 1, 2012, as follows: Category of UASL/ Existing Annual Licenses Fees CMTS /BASIC License rate as % of AGR Service License Fee For period from For year 01.07.2012 to 2013-14 31.03.2013 and onwards Metro/Category ‘A’ 10% 9% 8% Category ‘B’ 8% 8% 8% Category ‘C’ 6% 7% 8% Further w.e.f. 01.07.2012, the annual license fee and spectrum charges are payable by the operators on ‘actual AGR’ basis subject to a minimum presumptive AGR. The minimum presumptive AGR will be announced by licensor every year basis of TRAI review & recommendations. Guidelines for Auction of spectrum in 1800 MHz and 800 MHz On July 3, 2012 the DoT issued guidelines on Auction of spectrum in 1800 MHz and 800 MHz band. The key highlights were: ● Eligibility Criteria: Holder of CMTS/UAS Licenses or who fulfills the eligibility for award of Unified License (UL) and the companies/licensees whose licenses are slated to be quashed as per the direction of Supreme Court will be treated as new entrants. ● Auction of 1800 MHz band: A minimum of 8 blocks each of 1.25 MHz (10 MHz) across all circles will be put to auction. In addition, a provision may also be made for spectrum upto 3 blocks each of 1.25 MHz (3.75 MHz), wherever available for topping upto the 8 blocks of spectrum put for auction i.e. upto a total of 11 blocks each of 1.25 MHz to meet the requirement of new entrants, if such an exigency arises. For existing operators a maximum of 2 blocks of 1.25 MHz to be allowed. New entrants can bid for min 4 blocks and one additional block of 1.25 MHz each. ● Auction of 800 MHz band: 3 blocks each of 1.25 MHz (3.75 MHz) will be put to auction. In addition, a provision may also be made for spectrum of 1 block of 1.25 MHz, wherever available, for topping up the 3 blocks of spectrum to meet the requirement of new entrants, if such an exigency arises. For existing operators a maximum of 1 block of 1.25 MHz to be allowed. New entrants can bid for minimum 2 blocks and one additional block of 1.25 MHz. ● Liberalization of Spectrum: The spectrums to be assigned shall be liberalized. Service providers may be allowed to convert their existing 1800 MHz spectrum to liberalized spectrum for a period of 20 years on payment of auction determined price. ● Validity period of spectrum to be auctioned shall be for 20 years. Union Cabinet decision on reserve price for spectrum auctions The Government of India vide its press release dated August 03, 2012, announced following decision, approved by the Union Cabinet: ● Reserve price of ` 14,000 Cr for 5 MHz pan India spectrum in 1800 MHz band. ● Reserve price for 800 MHz band to be at 1.3 times that of 1800 MHz band. ● Existing slab rate system for Spectrum Usage Charge (SUC), as recommended by EGoM. November 2012 Auction of Spectrum in 1800 MHz and 800 MHz On November 12, 2012, the Government of India conducted the auction of spectrum in 1800 MHz band. The auction concluded in 2 working days and at the end of the auction five operators including your Company won the spectrum in 1800 MHz band for certain service areas. No bids were received for the service areas of Mumbai, Delhi, Karnataka and Rajasthan. As there were no participants for auction in 800 MHz band, the auction was postponed. March 2013 Auction of Spectrum in 900/1800 MHz and 800 MHz On January 30, 2013 the DoT issued NIA for auction of Spectrum in 900 / 1800 MHz and 800 MHz band, to be conducted in March, 2013. The auction for 900 MHz band (spectrum held by existing players) was limited to the service areas of Mumbai, Delhi and Kolkata while auction for 1800 MHz band was limited to four service areas where no bids were received in November 2012 auction and 800 MHz band auction was for pan India. No operator applied for participation in 900/1800 MHz spectrum auction, forcing government to cancel auction for these bands. For 800 MHz spectrum auction, a single CDMA player participated and won spectrum in 8 service areas out of the 21 service areas for which its licenses were cancelled. DoT instructions on verification of subscribers The DoT came out with fresh instructions for verification of subscribers. The new guidelines were made effective from November 2012. The new verification instructions has brought
  • 25. C K 13 Annual Report 2012-13 in wide ranging changes in subscriber activation process, specified changes in activation of bulk subscribers, outstation subscribers and foreign subscribers, provided norms for change in name and address of subscribers and also deals with issues relating to timely disconnection, filing of FIR etc. DoT’s order on One-time spectrum charge On December 31, 2012, the DoT issued an order for levying one- time spectrum charges based on the following: ● For Spectrum held beyond 6.2 MHz: Charges based on PLR adjusted entry fee paid in 2001, for the period July 1, 2008 to December 31, 2012. ● For Spectrum held beyond 4.4 MHz: Charges based on November 2012 auction determined price (administrative determined reserve price, where not determined), for the period January 1, 2013 till expiry of the license. TRAI Amendments on Consumers Protection Regulation These amendments relate to deactivation of cellular mobile telephone connection of pre-paid consumer due to non-usage (Automatic Number Retention Scheme). Briefly, the Regulation states that no mobile connection of a prepaid consumer be deactivated for non-usage, for a minimum period of 90 days or such longer period. However if an amount exceeding ` 20/- or a lesser amount, is available in the account of such consumer, then the Service provider may deduct an amount not exceeding ` 20/-, as may be specified by the service provider, for the extension of period of non-usage beyond 90 days, in which case the non-usage period of the cellular connection of the consumer shall be extended by a further period of 30 days. Further, the Regulation also mandates that every service provider shall implement a safe custody scheme for postpaid consumers. No service provider shall deactivate the cellular mobile telephone connection of a post-paid consumer for non-usage if such consumer makes a request for safe custody of his telephone connection and makes payment of an amount not exceeding ` 150/- for every three months or part thereof, as may be specified by the service provider. Other key Regulations by TRAI a. The International Telecommunication Cable Landing Stations Access Facilitation Charges and Co-Location Charges Regulations, 2012 specified revised charges for Annual Access Facilitation Charges & Annual Operation and Maintenance Charges for capacity provided on IRU Basis and Co-Location Charges. The downward revision of such charge generally augurs well for our carrier business. b. The Standards of Quality of Service for Wireless Data Services Regulations, 2012, specified the new parameters to ensure the Quality of data services. The parameters include those related to Provision or activation of Data Services, Successful data transmission download attempts from a test server, minimum download speed from a test server covering all tariff plans, average throughput for packet data from a test server etc. c. The Standards of Quality of Service Cellular Mobile Telephone Service (Second Amendment) Regulations, 2012 (24 of 2012) prescribe financial disincentives on the service providers for failure to meet the prescribed Quality of Service (QoS) benchmarks for Cellular Mobile Telephone Service. Financial disincentive on Cellular Mobile Telephone Service operators for non-compliance with the benchmark for the Network Service Quality Parameters, customer service delivery norms or in event of failure to submit compliance report on time. Opportunities, Risks, Concerns and Threats The revenue growth for the Indian telecom sector came down to 9.2% in FY 12-13 (over FY 11-12), compared to 15.5% growth achieved last year FY 11-12 (over FY 10-11). The reduced thrust on promotional customer acquisition spending coupled with new subscriber verification norms, led to fewer subscriber additions to the Industry and better management of subscriber acquisition cost. The reduced thrust on tariff led competition resulting in stabilized and rationalized tariffs going forward along with rapid data growth, provide opportunity for sustained revenue growth in future. The launch of 3G services in FY 10-11 has opened up the market for new opportunity towards data and related applications and resulted in improved addition of data subscribers. As the fixed line broadband market in India is not developed, 3G should become the preferred choice for usage of any broadband based application in future, though lower penetration of Smartphone remains a challenge. While, the Company continues to grow in terms of voice revenues, it is focused towards increasing subscriber base in 3G space and building future ready network for data opportunity. The Company believes that data offers substantial opportunity in coming years. The regulatory environment governing telecom sector in India is currently uncertain and prone to litigations. Your Company has several ongoing litigations, the adverse determination of which is a risk. Your Company believes in sound Corporate Governance Practices and believes that these litigations would be settled in due course to the best interest of all stakeholders. The seven initial licenses of your Company followed by two other licenses, all with an initial spectrum allocated in 900 MHz band, are due for extension in December 2015 and April 2016 respectively. Apart from these nine licenses, another lot of six licenses with spectrum in 1800 MHz band are due for extension between FY 2022 to FY 2027. The Company runs a risk of extension at unfavorable terms. The Company is hopeful that the continuation of services on a level playing field and protection of investment will be ensured by the Government in the interest of all stakeholders like subscribers, employees and shareholders. Your Company works with various local, state and central agencies for specific permissions to operate its mobile licenses and is required to meet various regulatory/policy guidelines of the DoT. Your Company takes best effort to adhere to all such requirements. The Company’s business is dependent on key Network and IT equipment suppliers for management and continuity of its Network, IT and business processes. Your Company is in partnership with global leaders in Network equipment and IT services and enjoys very long standing healthy relations with all its suppliers.
  • 26. C K 14 IDEA CELLULAR LIMITED The telecom sector is characterized by technological changes and competition from new technologies is an inherent threat. However, till date, the Indian telecom sector has not faced any disruptive phase arising out of any technological changes. Your Company, with an assortment of spectrum in 900/1800/2100 MHz has an attractive spectrum footprint to adapt to any future technological changes. Outlook The strong and customer focused wireless operators should continue to exploit the growth opportunities offered by the second largest wireless market (by number of subscribers) in the world, in both voice as well as data segment. Though, some of the recent regulatory developments are posing a temporary Cautionary Statement Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations may constitute a “forward-looking statement” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic markets in which the Company operates, changes in the Government Regulations, tax laws and other statutes and other incidental factors. bottleneck to growth, your Company believes that in the longrun,thesewouldimpactalloperatorssimilarly.Theoperators with superior networks, superior quality of services, superior brand image, superior organization and superior management processes, would keep on consolidating their competitive positions in the Indian telecom sector. During the last few years, Idea has shown continuous improvement across all the operating parameters, while consolidating its position as the No. 3 operator inthewirelessmarket.Theclearvisionofyourcompanyandsheer passion for excellent execution has not only improved its position in the service areas where it started operations in the last 3 years, but also increased the RMS in its leadership service areas. Your Company remains confident to sail over this uncertain regulatory phase and consolidate its position the wireless market.
  • 27. C K 15 Annual Report 2012-13 Directors’ Report Dear Shareholders, Your Directors are pleased to present the eighteenth Annual Report, together with the audited financial statements of the Company for the financial year ended March 31, 2013. Financial Results The standalone and consolidated financial results of your Company for the financial year ended March 31, 2013 are summarised below: ` Mn Particulars Standalone Consolidated 2012-13 2011-12 2012-13 2011-12 Income from Services 220,434 192,753 224,075 194,887 Other Income 435 470 502 525 Total Revenue 220,869 193,223 224,577 195,412 Operating Expenses 169,304 150,095 164,531 144,489 EBITDA 51,565 43,128 60,046 50,923 Depreciation and Amortisation 30,544 25,628 34,778 29,813 EBIT 21,021 17,501 25,268 21,110 Interest and Financing charges 8,135 9,078 9,495 10,557 EBT 12,886 8,423 15,773 10,553 Taxes 4,703 2,657 5,664 3,323 Profit after Tax 8,183 5,765 10,109 7,230 Operations Review Your Company maintained its track record of continued superior performance in terms of revenue growth year on year and grew faster than the industry. The revenue market share of your company increased from 15.0% in Q4 FY 11-12 to 15.7% in Q4 FY 12-13. The total subscriber base of your Company as on March 31, 2013 was 121.6 Mn, representing an increase of 7.9% over the previous year. On a national basis, your Company’s subscriber market share stood at 14.0% as of March 31, 2013 compared to 12.3% as of March 31, 2012. The percentage of active subscriber base to total subscriber base at 98.9% is best in the industry. Your Company’s 3G investment plans are on track with high speed broad band services now available in 20 service areas (including those with roaming arrangements), with around 5.1 Mn subscribers actively using the Company’s 3G platform and enjoying wireless broadband services. Your Company’s total minutes of usage on the network for the financial year 2012-13 crossed 532 billion minutes, maintaining its position among the top 10 Telecom Operators in the world. On a standalone basis, the total revenues of your Company were ` 220,869 Mn, representing a growth of 14.3% over the previous year, primarily driven by 17.4% growth in total minutes of use. The EBITDA also increased to ` 51,565 Mn, representing a growth of 19.6% over the previous year. The Profit after Tax stood at ` 8,183 Mn, a rise of 42% as compared to the previous year, led by an increase in EBITDA and lower Finance & Treasury charges. As of March 31, 2013, your Company has accumulated Profits of ` 17,174 Mn. On a consolidated basis, the total revenues were ` 224,577 Mn, representing a growth of 14.9% over the previous year. The EBITDA at ` 60,046 Mn, reflects a growth of 17.9% as compared to the previous year. The consolidated Profit after Tax stood at ` 10,109 Mn, up by 39.8% compared to the previous year. Dividend Your Directors are pleased to recommend a maiden dividend of ` 0.30 per equity share of ` 10/- each (3% of face value) for the year ended March 31, 2013. The total dividend payout will amount to ` 1,163 Mn inclusive of ` 169 Mn of dividend distribution tax. This payment is subject to your approval at the ensuing Annual General Meeting of the Company. Transfer to Reserves Out of the profit earned ` 93 Mn has been transferred to Debenture Redemption Reserve. Further, the balance of ` 169 Mn, lying unutilized in the Business Restructuring Reserve, created pursuant to a Scheme of Amalgamation of the erstwhile Spice Communications Limited was transferred to the General Reserve. Share Capital Your Company issued and allotted 5,476,656 Equity Shares of ` 10/- each, fully paid-up, to the option grantees pursuant to the exercise of stock options by eligible employees under the Employee Stock Option Scheme, 2006 (ESOS-2006) during the year. Consequently, the issued, subscribed and paid-up equity share capital of your Company as on March 31, 2013 stood at ` 33,143,217,660/-, comprising of 3,314,321,766 Equity Shares of ` 10/- each. Credit Rating Your Company continues to enjoy credit rating of CARE A1+ and CRISIL A1+ for its short term debt program and CARE AA rating for its long term debt program. Capital Expenditure Your Company continues to expand its reach to tap the un- penetrated areas and enhance the quality of its network. During the year your Company added 6,904 2G cell sites and 4,315 3G cell sites, thereby expanding its network to 90,094 2G cell sites and 17,140 3G cell sites. At a consolidated level, the capital expenditure (including capital advances) incurred during the year was ` 41,441 Mn.
  • 28. C K 16 IDEA CELLULAR LIMITED In addition to this, your Company also incurred ` 20,313 Mn towards spectrum in the 1800 MHz band (` 19,849 Mn to win back spectrum in the seven service areas where its operational licenses were cancelled and ` 464 Mn for one additional block of spectrum for Bihar service area) and also incurred ` 60 Mn for acquiring fresh licenses for these seven service areas. Employee Stock Option Scheme Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably. In this direction your Company had implemented the Employee Stock Option Scheme, 2006 (ESOS-2006) and made grants to eligible employees under ESOS-2006 from time to time. The relevant disclosure in compliance with clause 12 of Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, is set out in Annexure ‘A’ to this Report. A certificate from M/s. Deloitte Haskins & Sells, Statutory Auditors, with respect to the implementation of the Company’s Employees Stock Option Scheme, would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same will also be available for inspection at the registered office of the Company. Further, the Board of Directors of your Company has vide resolution dated May 10, 2013 approved formulation of a new Employee Stock Option Scheme viz. “Idea Cellular Limited Employee Stock Option Scheme – 2013” (“ESOS-2013”) in terms of the SEBI guidelines. The Board has mandated the existing ESOS Compensation Committee to implement and administer the ESOS-2013. Items seeking your approval for introduction and implementation of ESOS-2013 and granting such number of Stock Options exercisable into not more than 3,55,49,000 equity shares of ` 10/- each to permanent employees, including any Managing or Whole-time Director(s) of your Company and its holding and / or subsidiary companies are included in the Notice convening the Annual General Meeting together with the Explanatory Statement. Human Resources The human resource philosophy and strategy of your Company is structured to attract and retain the best talent, encourage innovation and create an engaging and motivating workplace environment. This strategy has, through strong alignment with your Company’s vision, successfully built and sustained your Company’s standing as one of India’s most admired and valuable corporations despite unrelenting competitive pressures, and will continue to be a source of competitive advantage in the future. The Aditya Birla Group Human Resources function has played and continues to play an integral role in your Company’s Talent Management Process. Several innovative people-focused initiatives have been instituted at the Group level, and these are translated into action at all of the Group Companies. Your Company’s basic objective is to ensure that a robust talent pipeline and a high-performance culture, centered around accountability is in place. Your Company feels this is critical to enable us to maintain our competitive edge. Significant Developments: ● One Time Spectrum Charges The Department of Telecommunications (DoT) had issued demand notices towards one time spectrum charges for spectrum held beyond 6.2 MHz in respect of certain service areas for the retrospective period from July 1, 2008 to December 31, 2012, amounting to ` 3,691.3 Mn, and for spectrum held beyond 4.4 MHz in respective service areas effective January 1, 2013 untill the expiry of the period as per respective licenses amounting to ` 17,443.7 Mn. As the above demands amount to alteration of financial terms of the licenses issued in the past, your Company therefore, filed a petition before the Hon’ble High Court of Bombay, which granted stay and directed DoT to respond and not to take any coercive action until the next date of hearing. The matter is pending for further hearing. ● Supreme Court Judgment on quashing of licenses granted in January, 2008 and subsequent Auction of Spectrum The Department of Telecommunications (DoT) conducted an auction for the 1800 MHz spectrum in November 2012 as required by the Hon’ble Supreme Court’s judgment dated February 2, 2012 which quashed the licenses and spectrum granted to telecom operators on or after January 10, 2008 pursuant to two press releases issued on January 10, 2008. As your Company was impacted by the said judgment in seven service areas, we participated in the said auction and were successful in winning back the spectrum for these impacted service areas at a price of ` 19,848.8 Mn. DoT then set-off ` 6,845.9 Mn earlier paid by your Company as entry fee for licenses granted in 2008 and as per the payment option available as part of the auction, we have chosen the deferred payment option for the balance amount. DoT has issued Letter of Intent(s) (LoI) earmarking the spectrum won in these seven service areas and also for award of Unified Licenses. Your Company has applied to DoT for issue of new licenses in these seven service areas and paid the license fee aggregating to ` 60 Mn. Pending conversion of LoI’s into unified licenses, the ongoing operations continue in these service areas. ● 3G Services and Intra Circle Roaming Arrangements Your Company is providing 3G services to its customers in 10 service areas out of the 11 service areas (except Punjab), where it had won 3G spectrum during the May 2010 auction. The DoT has not yet allowed commercial usage of the earmarked 3G spectrum for Punjab service area to your Company. We have also entered into intra circle roaming arrangements with other leading operators in 10 other service areas where we did not win 3G spectrum to provide 3G services to the customers. The DoT issued notices to your Company and other operators to stop providing 3G services in the service areas where the operator had not won 3G spectrum, besides levying a penalty of ` 50 crore in each service area. Out of such notices issued to operators, your Company received notices for six service areas. It has challenged the said notices before the Hon’ble High Court of Delhi. The court has granted interim stay subject to restriction that facilities based on 3G ICR arrangement will not be available to any new subscriber.
  • 29. C K 17 Annual Report 2012-13 Your Company has implemented the directions of Hon’ble Court for all such service areas where 3G services are provided under intra circle roaming arrangements and awaits the final decision on the matter. ● Transfer of licenses to the Company consequent to merger of erstwhile Spice Communications Limited The Division bench of the Hon’ble High Court of Delhi vide its order dated July 13, 2012, has re-affirmed the High Court Order dated February 5, 2010 and July 4, 2011 sanctioning the amalgamation of erstwhile Spice Communications Limited (Spice) with your Company. The said order also re-vested unto your Company the operating licenses held by erstwhile Spice in respect of Punjab and Karnataka service areas, which were transferred to and vested unto Department of Telecommunications (DoT) pursuant to order dated July 4, 2011, passed by single Judge of Hon’ble Delhi High Court. Further the Division Bench of the Hon’ble High Court of Delhi has also pronounced that DoT has to take a decision regarding the transfer of licenses held by erstwhile Spice to your Company arising out of the amalgamation within a period of three months (which had been extended to January 5, 2013 vide order dated December 11, 2012). The final decision of the DoT in the matter is still awaited. ● 3G Spectrum for Punjab Service Area The DoT had earmarked 3G spectrum in respect of Punjab service area, which was won by your Company in the 3G spectrum auction conducted by DoT in May, 2010, but the DoT is yet to allow commercial use of the same to your Company. Your Company had approached Hon’ble TDSAT and filed a petition for necessary direction to the DoT to allow the commercial usage of allocated 3G Spectrum for Punjab service area. The TDSAT had dismissed the said petition in view of order passed by Delhi High Court in July 2011 concerning amalgamation of erstwhile Spice Communications Limited with your Company, which was holding the operative 2G license in respect of Punjab service area. Your Company has since filed an appeal against the order of TDSAT in the Supreme Court, where the matter remains sub judice. ● Tax demand During the year under review, the Income Tax department has issued a demand of ` 15,177 Mn, arising out of assessment of tax return filed for Assessment Year 2010-11. Your Company is contesting the said demand at appropriate forums. Awards and Recognitions Your Company’s outstanding work in the field of business, advertising and marketing continues to be recognized not only nationally but even at international forums. ● ‘Population’ campaign (India busy on Idea 3G) won the Gold at APPIES 2012, Singapore. ● ‘Population’ campaign was rated Best Brand Campaign at World Communication Awards, London, which is second year in a row. ● The much talked about ‘Idea Rings All India’ (‘honey-bunny’) campaign was awarded Best Brand Campaign by tele.net. ● ‘Honey-bunny’ won the Gold ABBY’S for best original score film under the category Film Craft. (Jamic Films won this for their work on Honey-bunny campaign). ● MNP campaign (No Idea, Get Idea) won the award for ‘Excellence in Marketing’ at the ET Telecom Awards, 2012. ● Won Gold in Golden Mikes award, 2012 for best on ground promotion by a network of Radio station (Club FM won for their work on Idea Magic recharge campaign in Kerala). ● Voice & Data Awards 2012, in the category ‘CTO of the Year Award’. ● Yahoo Big Idea Chair 2012, for ‘Best Online Advertising’. ● Digital Media Awards 2012, for ‘Best use of Online Banner Advertising’. ● Aegis Graham Bell Awards 2012, in the ‘Innovative Telecom Business Model’ category. ● Won 3 Awards at the ET Telecom Awards 2012, in the categories of Customer Experience Enhancement, Excellence in Marketing and Innovative products. ● Won ‘The Best Rural Service Provider of the Year - 2012’ by Amity Telecom Excellence Award. ● Tele.Net Awards 2013, in the categories ‘Telecom CEO of the Year’. ● ‘NDTV Business Leadership Award’ in the telecom category for 2012. New Initiatives During the year under review, your Company together with its subsidiaries made extensive progress on the marketing and customer care front by entering into various alliances, introducing various innovative products and services. Some of these are – ● To increase 3G device penetration amongst Idea customers, your Company (through its subsidiary) further strengthened “Idea Smartfone” brand by launching five new models in the market in FY 12-13. ● To grow data usage adoption in its base, the Company took multiple initiatives by introducing innovative pricing, changing systems and processes to ensure ease of internet access. This has resulted in the addition of more than 10 Mn data users taking the data penetration from 14.1% in March 2012 to 21.6% on entire subscriber base in March 2013. ● Idea launched Wi-Fi services on a pilot basis in the cities of Pune and Ahmedabad. ● Idea (through its subsidiary) launched M-Banking services commercially in UP (East) and Mumbai. ● Idea maintained high impact visibility on national media throughout the year. After having regained licenses, Idea reinforced its all India presence through ‘Idea Rings All India’ campaign. The campaign song “honey-bunny” became a
  • 30. C K 18 IDEA CELLULAR LIMITED ‘’ viral rage. The jingle was heard by 4.8 million unique users on digital media and was downloaded more than 2.7 million times. 5 million Dialer- Tones were activated. The song got more than 2.5 million views on Youtube as well making it one of the top 10 viral videos of 2012. ● Idea revived one of its most successful ground events – Idea Jalsa. ● One of the major consumer passions – Bollywood Music has been used through Idea Rocks India which is a mega 16 city tour across metros and towns. It engaged 16 to 30 years old urban youth and also projected Idea as a tech savvy brand by using digital media as the main touchpoint for Talent Hunt, webcerts and all other promotions. ● Idea strengthened its brand through number of high impact media properties like Kaun Banega Crorepati, Idea Filmfare Awards, Citizen Journalist Awards, in addition to several regional media properties. The brand continues its association with the Delhi Daredevils team in IPL 6. Subsidiaries and Joint Ventures Your Company has the following subsidiaries and joint ventures: Subsidiaries ● Aditya Birla Telecom Limited, holds 16% shareholding in Indus Towers Limited and 100% shareholding in Idea Cellular Towers Infrastructure Limited and is engaged in the trading of communication devices. ● Idea Cellular Services Limited, provides manpower services to the Company. ● Idea Cellular Infrastructure Services Limited, is a tower Company owning towers in Bihar and Orissa service areas and provides passive infrastructure services in these service areas. ● Idea Cellular Towers Infrastructure Limited (ICTIL), holds towers de-merged from your Company. A scheme of amalgamation for merger of ICTIL and certain other companies with Indus Towers Limited with an appointed date of April 1, 2009 has been approved by the Hon’ble High Court of Delhi on April 18, 2013. The Scheme will be effective only upon the filing of the certified copy of the judgment with all the respective RoC’s. ● Idea Mobile Commerce Services Limited, is engaged in the business of Mobile Banking. ● Idea Telesystems Limited, is engaged in the trading of communication devices. In terms of general exemption granted by the Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, and in compliance with the conditions enlisted therein, the reports and annual accounts of the Subsidiary Companies for the Financial Year ended March 31, 2013 have not been attached to the Company’s Accounts. The annual accounts and other related information of the Subsidiary Companies shall be available for inspection during business hours by the members at the Registered Office of the Company. The copies of these documents will also be made available to the members upon request. Joint Ventures Indus Towers Limited, in which Aditya Birla Telecom Limited (ABTL) holds a 16% stake, is a joint venture with the Bharti Group and Vodafone Group and provides passive infrastructure services in 15 service areas. Fixed Deposits Your Company does not accept or hold any deposits from public under Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet. Non-Convertible Debentures During the year under review, your Company raised ` 10,000 Mn through issuance of 1,000 Secured Redeemable Non- Convertible Debentures (NCDs) of ` 10 Mn each on private placement basis, of which NCDs worth ` 3,740 Mn have been re-purchased at par. These NCDs are rated “CARE AA”. Enterprise Risk Management Your Company has established an Enterprise-wide Risk Management (ERM) framework to optimise the identification and management of risks, as well as to comply with clause 49 of the Listing Agreement with stock exchanges. In line with your Company’s commitment to delivering sustainable value, this framework aims to provide an integrated and organised approach for evaluating and managing risks. Corporate Governance Your Company is committed to maintain the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements enshrined in clause 49 of the Listing Agreement which relates to Corporate Governance. A Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under clause 49 forms part of the Annual Report. Management Discussion and Analysis The Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report. Business Responsibility Reporting SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities based on market capitalization at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance perspectives. Accordingly, a Business Responsibility Report, as stipulated under clause 55 of the Listing Agreement is presented in a separate section forming part of the Annual Report. Directors Consequent upon the change in nomination by Axiata Group Berhad, Mr. Juan Villalonga Navarro ceased to be a Director on the Board of your Company with effect from January 29, 2013 and in his place Dr. Shridhir Sariputta Hansa Wijayasuriya has
  • 31. C K 19 Annual Report 2012-13 been nominated as an Additional Director on the Board of your Company with effect from January 29, 2013. As per the provisions of Section 260 of the Companies Act, 1956, he will hold office upto the date of the ensuing Annual General Meeting of the Company. Your Company has received a Notice under Section 257 of the Companies Act 1956, together with the requisite deposit, from a member proposing the appointment of Dr. Wijayasuriya as a Director on the Board of the Company. Resolution seeking approval of the Members for the appointment of Dr. Wijayasuriya as a Director of the Company has been incorporated in the Notice of the ensuing Annual General Meeting together with a brief resume. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Smt. Rajashree Birla, Ms. Tarjani Vakil, Dr. Rakesh Jain and Mr. Biswajit A. Subramanian retire from office by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company. Brief profile of the Directors proposed to be appointed/ re-appointed as required under clause 49 of the Listing Agreement are annexed to the Notice convening the 18th Annual General Meeting forming part of this Annual Report. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are given to the extent applicable in the Annexure ‘B’ forming part of this Report. Particulars of Employees In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees have been set out in the annexure to this report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts, as therein set out, are being sent to all the members of the Company excluding the aforesaid information about employees. Any member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of the Company. Directors’ Responsibility Statement Your Directors affirm that the audited accounts containing the financial statements for the Financial Year 2012-13 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operations. Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the accounting policies have been applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at the end of the financial year and of the profit of the Company for that period; c) proper and sufficient care has been taken to the best of their knowledge and belief for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis. Auditors The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The Board recommends their re-appointment for the next term. Auditors’ Report and Notes to Accounts The Board has duly reviewed the Statutory Auditors’ Report on the Accounts including emphasized matters relating to transfer of licenses of erstwhile Spice Communication Limited to the Company and one time spectrum demands. As explained in Significant Development section of this report, the matters remain sub-judice and do not call for any further explanation/clarification under Section 217(3) of the Companies Act, 1956. Cost Audit The Ministry of Corporate Affairs (MCA) has issued Telecom Industry specific Cost Audit Order dated May 2, 2011, making appointment of Cost Auditor mandatory, inter-alia, for the Companies to whom the Cost Accounting Records (Telecommunications) Rules, 2002 apply. Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Act, your Directors have re- appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as the Cost Auditors of your Company to audit the cost records/ accounts maintained as per the Cost Accounting Records (Telecommunications) Rules, 2002 for the Financial Year ended March 31, 2013. The Cost Audit Report for the Financial Year 2012-13 is yet to be placed before the Board. Acknowledgements Your Directors wish to express their sincere appreciation to the Department of Telecommunications, the Central Government, the State Governments, bankers and all the business associates for their support and look forward to continued support in future. Your Directors also wish to place on record their appreciation to the employees for their commitment in the progress of your Company. For and on behalf of the Board Place: Mumbai Kumar Mangalam Birla Date: June 8, 2013 Chairman
  • 32. C K 20 IDEA CELLULAR LIMITED Annexure ‘A’ to the Directors’ Report Disclosure pursuant to the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 a) Number of Stock Options granted b) The pricing formula c) Options vested d) Options exercised e) The total number of shares arising as a result of exercise of options f) Options forfeited/ cancelled/ lapsed g) Variation of terms of options h) Money realized by exercise of options i) Total number of options in force j) Employee wise details of options granted: i) Senior managerial personnel: ii) Any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conver- sions) of the Company at the time of grant k) Diluted Earnings Per Share l) Difference between the employee compensation cost, computed using the intrinsic value of the stock options and the employee compensation cost that shall have been recognised if the fair value of the options was used. Tranche IV (January 24, 2011) 2,524,500 The exercise price was determined by averaging the daily closing price of the Company's equity shares during 7 days immediately preceding the date of grant. Exercise price - ` 68.86 per option 1,185,937 266,982 266,982 217,500 NIL ` 18,384,380.52 891,393 NIL NIL NIL Tranche III (December 22,2009) 6,918,750 The exercise price was determined by averaging the daily closing price of the Company's equity shares during 7 days immediately preceding the date of grant. Exercise price - ` 57.55 per option 4,169,462 1,891,475 1,891,475 1,540,060 NIL ` 108,854,386.25 2,171,111 NIL NIL NIL Tranche II (July 24, 2008) 6,131,250 The exercise price was determined by averaging the daily closing price of the Company's equity shares during 7 days immediately preceding the date of grant. In accordance with the approval of the Board of Directors and the shareholders of the Company, the ESOS Compensation Committee had re-priced the options from ` 84.03 to ` 45.55 per option on December 22, 2009. 5,023,193 1,966,219 1,966,219 1,259,272 In accordance with the approval of the Board of Directors and the shareholders of the Company, the ESOS Compensation Committee had re-priced the options from ` 84.03 to ` 45.55 per option on December 22, 2009. ` 89,561,275.45 2,905,759 Mr. Himanshu Kapania - 66,875 NIL NIL Tranche I (December 31, 2007) 19,931,000 The exercise price was determined by averaging the daily closing price of the Company's equity shares during 7 days immediately preceding the date of grant and discounting it by 15%. In accordance with the approval of the Board of Directors and the shareholders of the Company, the ESOS Compensation Committee had re-priced the options from ` 112.57 to ` 39.30 per option on December 22, 2009. 15,903,250 10,948,412 10,948,412 4,658,000 In accordance with the approval of the Board of Directors and the shareholders of the Company, the ESOS Compensation Committee had re-priced the options from ` 112.57 to ` 39.30 per option on December 22, 2009. ` 430,272,591.60 4,324,588 Mr. Himanshu Kapania - 267,500 NIL NIL ` 2.47 ` 38.44 Mn Particulars ESOS - 2006
  • 33. C K 21 Annual Report 2012-13 Annexure ‘A’ to the Directors’ Report (Contd.) Particulars Tranche IV (January 24, 2011) Tranche III (December 22, 2009) Tranche II (July 24, 2008) Tranche I (December 31, 2007) The impact of this difference on profits and on EPS of the Company m) (i) Weighted - average exercise prices and weighted-average fair values of options whose exercise price equals the market price of the stock (ii) Weighted - average exercise prices and weighted-average fair values of options whose exercise price is less than the market price of the stock (iii) Weighted - average exercise prices and weighted-average fair values of options whose exercise price exceeds the market price of the stock n) A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following w e i g h t e d - a v e r a g e information: On the date of Grant (i) risk-free interest rate (%) (ii) expected life (No. of years) (iii) expected volatility (%) (iv) dividend yield (%) (v) the price of the underlying share in market at the time of option grant On the date of Re-pricing (i) risk-free interest rate (%) (ii) expected life (No. of years) (iii) expected volatility (%) (iv) dividend yield (%) (v) the price of the underlying share in market at the time of option Re-pricing — Weighted-average exercise price: ` 39.30 Weighted-average fair value of options: ` 31.76 — The effect of adopting the fair value on the net income and Earnings Per Share for 2012-13 is as presented below: Particulars ` Mn Net Profit after Tax but before exceptional items 8,182.59 Add: Intrinsic Value compensation cost 0.32 Less: Fair Value compensation cost 38.76 Adjusted Net Income 8,144.15 Earnings Per Share (`) Basic Diluted As Reported 2.47 2.47 As Adjusted 2.46 2.45 7.78 6 years 6 months 40.00 Nil ` 139.10 7.36 4 years 6 months 54.54 Nil ` 57.05 Black – Scholes Method 7.50 6 years 6 months 45.80 Nil ` 87.75 7.36 5 years 9 months 54.54 Nil ` 57.05 7.36 6 years 6 months 54.54 Nil ` 57.05 N.A. 8.04 - 8.14 6 years 6 months 50.45 Nil ` 68.55 N.A. — Weighted–average exercise price: ` 45.55 Weighted-average fair value of options: ` 30.80 — — — Weighted–average exercise price: ` 57.55 Weighted - average fair value of options: ` 31.34 — — Weighted–average exercise price: ` 68.86 Weighted - average fair value of options: ` 37.47 ESOS - 2006
  • 34. C K 22 IDEA CELLULAR LIMITED Particulars pursuant to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are furnished hereunder: A. CONSERVATION OF ENERGY : Electricity is used for operating the Company’s network. The utilisation of Electricity is continuously monitored and steps are taken to reduce the consumption and also use more renewable energy technologies. The additional measures adopted / being tried out by the Company for energy conservation are: (i) Solar-DG Hybrid Solutions (ii) DG-Battery Hybrid Solutions (iii) Grid-Battery Hybrid Solutions (iv) Solar energy for MSC Facilities (v) Off Site Solar Energy Generation (vi) Methanol based Fuel Cell Trials (vii) Induction of highly efficient Telecom Hardware (viii) Hydrogen Fuel Cell Solutions with Clean Energy Funding, GOI B. RESEARCH & DEVELOPMENT (R&D) 1. Specific areas in which R & D is carried out by the Company : Nil 2. Benefits derived as result of the above R & D : Nil 3. Future Plan of Action : The Company will explore various options to adopt latest technology/use of equipment for its operations. 4. Expenditure on R&D: a) Capital : Nil b) Recurring : Nil c) Total : Nil d) Total R&D expenditure as percentage of : Nil total turnover TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION 1. Efforts in brief towards technology absorption, : Development of a skilled team of engineers in the area of adaptation, innovation radio engineering, installation of base station and operation of mobile telecom services. 2. Benefits derived as a result of the above efforts : Cost of installation of base station reduced due to better network planning and designing. Achieved better coverage and high quality of reception. 3. Particulars of imported technology in the last five years a) Technology imported : No Technology has been imported. However, telecom equipments are imported on a regular basis. b) Year of import : The telecom equipments are imported on ongoing basis. c) Has the technology been fully absorbed. If not fully : Not Applicable absorbed areas where this has not taken place, reasons thereof and future plans of action 4. Foreign Exchange Earnings and Outgo : Earnings : ` 2,970.26 Mn (Outgo includes CIF value of imports) Outgo : ` 17,679.29 Mn For and on behalf of the Board Place: Mumbai Kumar Mangalam Birla Date: June 8, 2013 Chairman Annexure ‘B’ to the Directors’ Report
  • 35. C K Annual Report 2012-13 23 Corporate Governance Report Company’s Philosophy on Corporate Governance Corporate Governance refers to set of systems and practices which ensures that business and affairs of an organisation are conducted in a manner that promotes sustainable business model and enhances shareholders’ value in the long term. Corporate Governance is about commitment to conduct business in a fair and transparent manner. The good Governance framework encourages the efficient use of resources and creates a mechanism of checks and balances to ensure that business is conducted in the best interests of the stakeholders and society at large. We believe that sound Corporate Governance practices can deliver sustainable, profitable growth and create long term value not only for our shareholders but also for all our stakeholders. The Aditya Birla Group is committed to the adoption of best governance practices and its adherence in the true spirit at all times. Our governance practices are a product of self-desire, reflecting the culture of trusteeship that is deeply ingrained in our value system and reflected in our strategic thought process. Our governance philosophy rests on five basic tenets: ● Board accountability to the Company and shareholders; ● Strategic guidance and effective monitoring by the Board; ● Protection of minority interests and rights; ● Equitable treatment of all shareholders; and ● Superior transparency and timely disclosure. In line with this philosophy, Idea Cellular Limited, an Aditya Birla Group Company, continuously strives for excellence through adoption of best governance and disclosure practices. Corporate Governance has always been intrinsic to the management of the business and affairs of our Company. Our governance framework enjoins demonstrating high levels of accountability, transparency and integrity in all its transactions. The Company constantly endeavors to adopt innovative approaches for leveraging resources and fostering its growth. Your Company is committed inmeetingaspirationsoftheallthestakeholdersbybenchmarking its corporate governance practices with global standards. Your Company confirms the compliance of Corporate Governance as contained in clause 49 of the Listing Agreement, the details of which for the financial year ended March 31, 2013 are as follows: 1. BOARD OF DIRECTORS An active, informed and independent Board is necessary to ensure highest standards of Corporate Governance. The Board plays a crucial role in overseeing how the management safeguards the interests of shareholders and stakeholders. The Board lays down business strategy, sets strategic goals and seeks accountability for their fulfillment. The Board critically evaluates strategic direction of the Company and exercises appropriate control to ensure that the business of the Company is conducted in the best interests of the shareholders and society at large. The Board is assisted by the Managing Director and Senior Management Personnel in ensuring effective functioning of the Company. Composition of the Board The Company has a balanced board with optimum combination of Executive and Non-Executive Directors, including independent professionals, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. Presently the Board comprises of 14 members, comprising of a Non-Executive Chairman, a Managing Director, Seven Independent Directors and Five Non- Executive Directors. The present strength of the Board reflects judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company. The members of our Board comprises of eminent professionals from diversified background having rich and varied expertise in the areas of technology, finance, general management and entrepreneurship. The Board periodically evaluates the need for change in its size and composition to ensure that it remains aligned with statutory and business requirements. None of the Directors on the Board is a Member of more than ten Committees or Chairman of more than five Committees (as specified in clause 49 of Listing Agreement), across all the Companies in which he/she is a Director. All the Directors have intimated periodically about their Directorship and Membership on the Board Committees of other Companies. The composition of the Board of Directors as on March 31, 2013 and the number of Directorships and Committee position held by them are as under: Name of Director Category No. of Outside Directorship(s) Held1 Outside Committee Positions Held2 Public Private Member Chairman/ Chairperson Mr. Kumar Mangalam Birla Non-Executive 9 17 - - Mrs. Rajashree Birla Non-Executive 6 13 1 - Dr. Rakesh Jain Non-Executive 5 1 - - Mr. Biswajit A. Subramanian Non-Executive 3 - - - Mr. Juan Villalonga Navarro3 Non-Executive - - - - Dr. Shridhir Sariputta Hansa Wijayasuriya3 Non-Executive - - - - Mr. Sanjeev Aga Non-Executive 3 - 1 - Mr. Arun Thiagarajan Independent 5 3 6 -
  • 36. C K IDEA CELLULAR LIMITED 24 Appointment and Tenure The Directors of the Company are appointed by the shareholders at the General Meeting. All Directors except the Managing Director are subject to retirement by rotation and at every Annual General Meeting, one third of such Directors, if eligible, offer themselves for re-appointment. The Managing Director is appointed for a maximum period of 5 years and is eligible for re-appointment upon completion of the term. Board Meetings and Procedure The annual calendar of meetings is broadly determined at the beginning of each year. The Board meets atleast once in every quarter to review the quarterly financial results and operations of the Company. Apart from the above, additional Board Meetings are convened to address the specific needs of the Company. In case of business exigencies some resolutions are also passed by circulation. The Meetings of the Board are generally held in Mumbai. Video Conferencing / teleconferencing facilities are also made available to enable participation of Directors, in case they cannot be physically present at the Meeting. The Board Meetings are scheduled well in advance and the notice of such Board Meeting is given in writing to all the Directors. The Meetings are governed by a structured agenda. The Company Secretary in consultation with the Chairman and Managing Director prepares the detailed agenda for the meetings. All the agenda items are backed by comprehensive agenda notes and relevant supportings containing all the vital information, so as to enable the Directors to have focused discussion at the meeting and to take informed decisions. The agenda and agenda notes are circulated to all the Directors well in advance of each meeting of the Board of Directors. Where it is not practical to send the relevant information as a part of the agenda papers, the same is tabled at the meeting. In special and exceptional circumstances, additional or supplementary agenda items are taken-up for discussion with the permission of the Chairman. The members of the Board in consultation with the Chairman may bring up any matter for the consideration of the Board. The Chief Financial Officer and other Senior Management Personnel are invited to the Board/Committee Meetings to present reports on the items being discussed at the meeting. All the relevant information as enumerated in Annexure 1A to clause 49 of the Listing Agreement is placed before the Board. The presentations covering the Company’s performance, operations and business strategy are also made to the Board. The Board periodically reviews the compliance status of all the applicable laws. The Board is regularly updated on various legal and regulatory developments involving the Company. Action Taken Report in respect of the matters arising out of the previous meetings is placed at every meeting of the Board/ Committee for noting. The draft minutes of each Board/ Committee Meetings are circulated to all Directors for their comments, before being recorded in the minutes book. The Company Secretary records the minutes of each Board/ Committee Meeting. The Members of the Board have complete freedom to express their opinion and have unfettered and complete access to information in the Company. All the decisions are taken after detailed deliberations by the Board Members at the meetings. Senior Management Personnel are invited to provide additional inputs for the items being discussed by the Board as and when necessary. The important decisions taken at the Board/ Committee meetings are communicated to the concerned departments promptly. During the financial year 2012-13, four meetings of the Board were held on April 26, 2012, July 23, 2012, October 22, 2012 and January 29, 2013. Mr. Gian Prakash Gupta Independent 8 3 3 3 Mr. Mohan Gyani Independent - - - - Ms. Tarjani Vakil Independent 5 2 1 3 Mr. R.C. Bhargava Independent 8 1 4 5 Mr. P. Murari Independent 9 - 4 4 Ms. Madhabi Puri Buch Independent 1 1 - - Mr. Himanshu Kapania Managing Director 7 - - - 1. Directorships held by the Directors as mentioned above, excludes alternate directorships, directorships held in foreign companies and companies registered under Section 25 of the Companies Act, 1956. 2. Represents Membership/Chairmanship of two Committees viz. Audit Committee and shareholders’/Investors’ Grievance Committee of Public Limited Companies. 3. Pursuant to change in nomination of Director by Axiata Group Berhad, Mr. Juan Villalonga Navarro ceased to be a Director w.e.f. 29.01.2013 and Dr. Shridhir Sariputta Hansa Wijayasuriya was appointed as an Additional Director on the Board of your Company w.e.f. 29.01.2013. Name of Director Category No. of Outside Directorship(s) Held1 Outside Committee Positions Held2 Public Private Member Chairman/ Chairperson
  • 37. C K Annual Report 2012-13 25 The details of attendance of Directors at the Board Meetings and at the Last Annual General Meeting are as under: Name of Director No. of Board Meetings Attended held during the tenure Last AGM Held Attended Mr. Kumar Mangalam Birla 4 4 Yes Mrs. Rajashree Birla 4 2 No Dr. Rakesh Jain 4 4 No Mr. Biswajit A. Subramanian 4 3 No Mr. Juan Villalonga Navarro 4 0 No Dr. Shridhir Sariputta Hansa Wijayasuriya* 4 4 Yes Mr. Arun Thiagarajan 4 4 Yes Mr. Gian Prakash Gupta 4 4 Yes Mr. Mohan Gyani 4 1 No Ms. Tarjani Vakil 4 4 No Mr. R.C. Bhargava 4 4 No Mr. P. Murari 4 1 Yes Mr. Sanjeev Aga 4 3 No Mr. Himanshu Kapania 4 4 Yes Ms. Madhabi Puri Buch 4 4 Yes * Attended as an Alternate Director to Mr. Juan Villalonga Navarro. Code of Conduct The Board of Directors have laid down the Code of Conduct for all the Board Members and Senior Management Personnel of the Company, which is also uploaded on the website of the Company (www.ideacellular.com). The Code is derived from three inter-linked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct. All Board Members and Senior Management Personnel have affirmed compliance to the Code of Conduct. A declaration signed by the Managing Director affirming the compliance with the Code of Conduct by the Board Members and Senior Management Personnel of the Company is attached and forms part of this Report. 2. COMMITTEES OF THE BOARD The Board Committees play a vital role in ensuring sound Corporate Governance practices. The Committees are constituted to handle specific activities and ensure speedy resolution of the diverse matters. The Board of Directors of the Company has constituted six Board Committees viz. Audit Committee, Remuneration Committee, Shareholders’/Investors’ Grievance Committee, ESOS Compensation Committee, Finance Committee and Securities Allotment Committee. The terms of reference of each of these Committees are determined by the Board. The Minutes of the Committee Meetings are noted by the Board. The role and composition of the aforesaid Committees, including the number of meetings held and the related attendance of the members are as follows: A. Audit Committee The Board of Directors has in accordance with the requirements of clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, constituted an Audit Committee for overseeing the accounting, auditing and overall financial reporting process of the Company. The Audit Committee acts as a link between the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee’s purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of the internal audit reports and action taken report. The Company has appropriate internal control systems for business processes, covering operations, financial reporting and compliance with applicable laws and regulations. Regular internal audits and management reviews ensure that the responsibilities are discharged effectively. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them, as appropriate. The Committee also oversees the performance of the internal and statutory auditors and also recommends their appointment and remuneration to the Board. The minutes of the Audit Committee forms part of the Board Agenda. The Chairman of the Audit Committee Meeting briefs the Board on the discussions held during Audit Committee Meeting. The Company has also developed and implemented Enterprise Risk Management Framework which provides for identification of risks, risk evaluation and development of risk mitigation plans. The Audit Committee is periodically informed about the risk assessment, impact of the risk on the business and mitigation plans. Powers of Audit Committee As enumerated in clause 49 of the Listing Agreement, the Audit Committee, inter-alia, has the following powers: ● To investigate any activity within its terms of reference; ● To seek information from any employee; ● To obtain outside legal or other professional advice; and ● To secure attendance of outsiders with relevant expertise if it considers necessary. Terms of reference The broad terms of reference of Audit Committee includes the following, as mandated in clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956: a. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b. Recommending to the Board, the appointment, re-appointment and if required, the removal of external auditor, determination of audit fee and also approval of payment for any other services;
  • 38. C K IDEA CELLULAR LIMITED 26 c. Reviewing with the management, the annual financial statements before submission to the Board, with particular reference to: ● Changes in accounting policies and practices; ● Major accounting entries based on exercise of judgment by the management; ● Qualifications in Draft Audit Report; ● Significant adjustments made in financial statements arising out of audit findings; ● The Going Concern assumption; ● Compliance with Accounting Standards; ● Compliance with listing and other legal requirements concerning financial statements; ● Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of Company at large; and ● Matters required to be included in the Directors’ Responsibility Statement, in terms of Section 217(2AA) of the Companies Act, 1956. d. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit; e. Discussion with internal auditors on any significant findings and follow-up thereon; f. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; g. Reviewing with the management, the performance of external and internal auditors, and the adequacy of internal control systems; h. Discussion with external auditors before the audit commences on the nature and scope of audit as well as having post-audit discussions to ascertain any area of concern; i. Reviewing with the management, the quarterly financial statements before submission to the Board for approval; j. Reviewing the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders (in case of non-payment of declared dividends) and creditors; k. Review of Management Discussion and Analysis of financial condition and results of operations; l. Review of Management Letters / Letters of Internal Control Weaknesses issued by the Statutory / Internal Auditors; m. Reviewing of functioning of ‘Whistle Blower Mechanism’ in case the same exists; and n. Carrying out any other function as and when referred by the Board. Composition, Meetings and Attendance The Audit Committee of the Board comprises four members, of which three members, including the Chairman, are Independent Directors and one Member is a Non-Executive Director. The majority of the Audit Committee members possess accounting and financial management expertise. The Company Secretary acts as a Secretary to the Committee. The Managing Director and the Chief Financial Officer of the Company are permanent invitees to the Audit Committee Meeting. Representatives of the Statutory Auditors and Internal Auditors of the Company are also invited to the Audit Committee Meetings. In addition, other Senior Management Personnel are also invited to the Committee Meetings to present reports on the respective functions that are discussed at the meetings from time to time. During the Financial Year 2012-13, five meetings of the Audit Committee were held on April 26, 2012, July 23, 2012, September 3, 2012, October 22, 2012 and January 29, 2013. The composition of the Audit Committee and the attendance of the members at the meetings held during the year are as under: Name of Director Category No. of No. of Meetings Meetings held attended during the tenure Mr. Gian Prakash Gupta Independent 5 5 (Chairman) Mr. Arun Thiagarajan Independent 5 5 Ms. Tarjani Vakil Independent 5 4 Mr. Juan Villalonga Non-Executive 5 — Navarro* Dr. Shridhir Sariputta Non-Executive 0 0 Hansa Wijayaurisya* * Dr. Shridhir Sariputta Hansa Wijayaurisya attended four Audit Committee Meetings in his capacity as an Alternate Director to Mr. Navarro. Pursuant to change in nomination of Axiata Group, Berhad, Mr. Juan Villalonga Navarro ceased to be the Member of the Audit Committee w.e.f. 29.01.2013 and Dr. Shirdhir Sariputta Hansa Wijayasuriya, former Alternate Director to Mr. Navarro, was appointed as the Director and also a Member of the Committee w.e.f. 29.01.2013. B. Remuneration Committee The Remuneration Committee has been constituted for reviewing and recommending the remuneration payable to the Directors and senior officials of the Company. The Committee is entrusted with the responsibility of evaluating and approving the remuneration packages and polices for Directors and senior officials of the Company.
  • 39. C K Annual Report 2012-13 27 Terms of reference The broad terms of reference of Remuneration Committee includes the following: a. Review of remuneration payable to the Directors and senior officials of the Company; b. Reviewing and advising the Board over the remuneration policies of the Company generally; and c. Such other matters as may be decided by the Board from time to time. Composition, Meetings and Attendance The Remuneration Committee comprises of three Non- Executive Directors, all of whom are Independent Directors. The Company Secretary acts as the Secretary to the Committee. As on March 31, 2013, the Committee comprised of Mr. Arun Thiagarajan, Ms. Tarjani Vakil and Mr. Gian Prakash Gupta. During the Financial Year 2012-13, one meeting of the Remuneration Committee was held on October 22, 2012 and the same was attended by all the members. Remuneration of Directors (i) Remuneration to the Managing Director The remuneration package of the Managing Director is determined by the Remuneration Committee. The recommendations of the Remuneration Committee are considered and approved by the Board, subject to the approval of the members of the Company. The remuneration package of the Managing Director comprises of a fixed salary component and a performance linked bonus. A fair portion of the remuneration of the Managing Director is linked to the Company’s performance, thereby creating a strong alignment of interest with shareholders. Details of the Managerial Remuneration paid to the Managing Director during Financial Year 2012 -13 is as under: Executive Relationship Business Remuneration during 2012-13 Director with other relationship with All elements of Fixed Service Contract, Stock Option Directors the Company, remuneration component & notice period, details, if any if any package i.e. performance severance fee salary, benefits, linked incentives, bonus, along with pension etc. performance criteria Mr. Himanshu None Managing ` 87.54 Mn See Note(a) See Note(b) See Note(c) Kapania Director (a) Mr. Himanshu Kapania was paid a sum of ` 19.98 Mn towards performance incentive, linked to achievement of targets. (b) The appointment of Mr. Kapania is for a period of five years effective from April 1, 2011. The appointment is subject to termination by three months notice on either side. No severance fees is payable to the Managing Director. The remuneration paid to Mr. Kapania for Financial Year 2012-13 is as per the terms approved by the Shareholders at the 16th Annual General Meeting held on 28.09.2011. (c) Mr. Kapania has been granted 2,67,500 stock options (Tranche I) on December 31, 2007 at an exercise price of ` 112.57 per option. Further, on July 24, 2008, the Company granted 66,875 stock options (Tranche II) at an exercise price of ` 84.03 per option. Pursuant to the approval received by the members at the 14th Annual General Meeting, the ESOS Compensation Committee had re-priced the stock options granted in Tranche I to ` 39.30 per option and stock options granted in Tranche II to ` 45.55 per option. Each Option is convertible into one equity share of the Company upon vesting. These Options vest in 4 equal annual installments after one year of the grant and shall be exercisable within a period of 5 years from the date of vesting. Mr. Kapania has exercised 208,200 stock options under Tranche I upto March 31, 2013. (ii) Remuneration to Non-Executive Directors The Non-Executive Directors are not paid any remuneration except sitting fees for attending the Board Meetings and Committee Meetings. The sitting fees, as determined by the Board, is ` 20,000/- for each meeting of the Board. Further, effective from January 29, 2013, sitting fees in respect of each Committee Meeting was increased from ` 10,000/- to ` 20,000/- for each Committee Meeting. The Non-Executive Directors are also entitled to reimbursement of expenses incurred in performance of the duties as Directors and Members of the Committees. The details of the sitting fees paid to Non-Executive Directors for the Financial Year ended March 31, 2013 are as under: Name of Non-Executive Director Sitting Fees (`) Mr. Kumar Mangalam Birla 100,000 Mrs. Rajashree Birla 40,000 Dr. Rakesh Jain 140,000 Mr. Biswajit A. Subramanian 60,000 Dr. Shridhir Sariputta Hansa Wijayasuriya* 130,000 Mr. Juan Villalonga Navarro -
  • 40. C K IDEA CELLULAR LIMITED 28 (iii) Details of Shareholding of Directors The details of shareholding of Directors as on March 31, 2013 are as under: Name of Director No. of Equity Shares# Mr. Kumar Mangalam Birla 233,333 Dr. Rakesh Jain 5,000 Mr. Arun Thiagarajan 7,700 Mr. Gian Prakash Gupta 4,192 Ms. Tarjani Vakil 147 Mr. Himanshu Kapania 213,200 # Shares held singly or as a first shareholder are only considered. Stock Options to Non-Executive Directors: Mr. Sanjeev Aga, former Managing Director of the Company, had been granted 1,712,000 stock options under Tranche I and 428,000 stock options under Tranche II of the Employee Stock Option Scheme, 2006 (ESOS-2006). Mr. Aga has exercised 1,712,000 stock options under Tranche I of ESOS -2006 upto March 31, 2013. Apart from Mr. Aga no other Non-Executive director has been granted stock options. C. Shareholders’/Investors’ Grievance Committee In order to ensure quick redressal of the complaints of the stakeholders, Company has in due compliance with clause 49 of the Listing Agreement constituted a Shareholders’/Investors’ Grievance Committee. The Committee oversees the process of share transfer and monitors redressal of Shareholders’/ Investors’ complaints/grievances viz. non-receipt of annual report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. In addition, the Committee also monitors other issues including status of dematerlisation/rematerialisation of shares issued by the Company. Composition, Meetings and Attendance As on March 31, 2013, the Committee comprises of three members namely, Dr. Rakesh Jain, Mr. Sanjeev Aga and Mr. Himanshu Kapania. Mr. Kapania was appointed as a Member of the Committee with effect from October 22, 2012. The Company Secretary acts as the Secretary to the Committee. During the Financial Year 2012-13, the Shareholders’/Investors’ Grievance Committee met once on January 29, 2013 which was attended by Dr. Rakesh Jain and Mr. Himanshu Kapania. Compliance Officer Mr. Pankaj Kapdeo, Company Secretary, acts as the Compliance Officer of the Company. The Compliance Officer briefs the Committee on the grievances/queries of the investors and the steps taken by the Company for redressing their grievances. The Compliance Officer can be contacted at: Idea Cellular Limited “Windsor”, 5th Floor, Off CST Road, Near Vidya Nagari, Kalina, Santacruz (East), Mumbai – 400 098 Tel: +91-9594003434 Fax: +91-22-26527080 Email: shs@idea.adityabirla.com Investor Grievances Redressal Status During the Financial Year 2012-13, the complaints and queries received from the shareholders were general in nature and were mainly pertaining to non-receipt of annual reports, request for subsidiary annual accounts etc. All the complaints were resolved to the satisfaction of the investors. The status of Investors’ Complaints as on March 31, 2013, is as follows: No. of complaints as on April 1, 2012 2 No. of complaints received during the Financial Year 2012-13 191 No. of complaints resolved upto March 31, 2013 193 No. of complaints pending as on March 31, 2013 0 To redress investor grievances, the Company has a dedicated E-mail ID shs@idea.adityabirla.com to which investors may send complaints. Mr. Arun Thiagarajan 170,000 Mr. Gian Prakash Gupta 150,000 Mr. Mohan Gyani 20,000 Ms. Tarjani Vakil 160,000 Mr. R.C. Bhargava 80,000 Mr. P. Murari 20,000 Ms. Madhabi Puri Buch 80,000 Mr. Sanjeev Aga 100,000 * Dr. Shridhir Sariputta Hansa Wijayasuriya was paid sitting fees for the meetings attended by him as an Alternate Director to Mr. Juan Villalonga Navarro. There were no other pecuniary relationships or transactions of Non-Executive Directors vis-a-vis Company. Name of Non-Executive Director Sitting Fees (`)
  • 41. C K Annual Report 2012-13 29 3. SUBSIDIARY COMPANIES The Company does not have any material non-listed Indian subsidiary, whose turnover or net worth (paid-up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively of the Company. As on March 31, 2013, the Company had six Subsidiary Companies, names of which are set out as under: 1. Aditya Birla Telecom Limited 2. Idea Cellular Services Limited 3. Idea Cellular Infrastructure Services Limited 4. Idea Cellular Towers Infrastructure Limited (ICTIL)* 5. Idea Telesystems Limited 6. Idea Mobile Commerce Services Limited *A scheme of arrangement for merger of ICTIL and certain other companies with Indus Towers Limited with an appointed date of April 1, 2009 has been approved by the Hon’ble High Court of Delhi on April 18, 2013. The scheme will be effective upon filing of the certified copy of the judgment with all the respective ROC’s. The Minutes of the subsidiary companies as well as statement of significant transactions and arrangements entered into by the unlisted subsidiary companies are placed before the Board Meeting for their review. 4. DISCLOSURES a. Disclosure on materially significant related party transactions All the related party transactions are undertaken on arms length basis. The related party transactions are placed before the Audit Committee on a quarterly basis. The details of related party transactions have been disclosed under Note 44 of the financial statements. b. Disclosure of Accounting Treatment While preparing the financial statements, the Company has followed all the relevant / applicable Accounting Standards issued by the Institute of the Chartered Accountants of India. c. Risk Management Your Company has established an Enterprise Risk Management (ERM) framework to identify and manage risks associated with the Company, which is monitored on a continuous basis. The Audit Committee reviews the efficacy of the risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same. d. Details of non-compliance with regard to the Capital Market The Company has complied with all the requirements of the Stock Exchanges as well as the regulations D. ESOS Compensation Committee A Compensation Committee known as “ESOS Compensation Committee” has been constituted in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, for formulating and implementing an Employee Stock Option Scheme of the Company. The Committee oversees the formulation of ESOP plans, the implementation of the Scheme, its administration, supervision, and formulating detailed terms and conditions in accordance with the SEBI Guidelines. The Compensation Committee comprises of three Non- Executive Directors, of whom two are Independent Directors. During the Financial Year 2012-13, two meetings of the Committee were held on April 26, 2012 and July 23, 2012, which were attended by all the members. E. Finance Committee The Company has constituted a Finance Committee to approve matters relating to availing of financial/banking facilities. As on March 31, 2013, the Committee comprises of Mr. Himanshu Kapania, Dr. Rakesh Jain and Mr. Sanjeev Aga. During the Financial Year 2012-13, three meetings of the Finance Committee were held on September 21, 2012, October 8, 2012 and March 18, 2013. The composition of the Finance Committee and the attendance of the members at the meetings held during the year are as under: Name of Director Category No. of No. of Meetings Meetings held during attended the tenure Mr. Sanjeev Aga Non-Executive 3 3 Dr. Rakesh Jain Non-Executive 3 3 Mr. Himanshu Managing Kapania* Director 1 1 *Appointed as a Member with effect from October 22, 2012 F. Securities Allotment Committee (Formerly IPO Committee) The IPO Committee of the Company was constituted to give effect to the Initial Public Offering of the Company and issue of further equity shares. During the year under review, IPO Committee was renamed as “Securities Allotment Committee” and the Committee was empowered to make allotment of all kinds of securities that may be issued by the Company, from time to time. As on March 31, 2013, the Committee comprises of Mr. Himanshu Kapania, Dr. Rakesh Jain and Mr. Sanjeev Aga. Mr. Himanshu Kapania was appointed as a Member of the Committee with effect from October 22, 2012. During the Financial Year 2012-13, no meetings of the Committee were held.
  • 42. C K IDEA CELLULAR LIMITED 30 and guidelines prescribed by the Securities and Exchange Board of India (SEBI). There were no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years. e. Proceeds from Public Issues, Rights Issues, Preferential Issues etc. During the year, the Company did not raise any funds by way of Public, Rights, Preferential Issues etc. 5. MANAGEMENT DISCUSSION AND ANALYSIS A detailed report on Management Discussion and Analysis forms part of the Annual Report. 6. SHAREHOLDERS’ INFORMATION i) Disclosure regarding appointment or re-appointment of Directors Brief profile of the Directors seeking appointment or re-appointment is annexed to the Notice convening the 18th Annual General Meeting forming part of this Annual Report. ii) Communication to Shareholders The Company’s quarterly financial results, presentation made to Institutional Investors / Analysts, official news releases and other general information about the Company are uploaded on the Company’s website (www.ideacellular.com). The quarterly financial results of the Company are generally published in The Economic Times (all editions) and Western Times (a regional daily published in Gujarat). At the end of each quarter, the Company organizes earnings call with the analysts and investors and the transcripts of the same are uploaded on the website thereafter. iii) General Body Meetings The last three Annual General Meetings were held as under: Financial Date Time Venue Particulars of Special Year Resolution(s) 2011- June 18, 2012 12.00 noon Cambay Spa and Resort, None 2012 Plot No. X-22/23 GIDC Electronic Estate, Sector 25, Gandhinagar - 382 044, Gujarat. 2010- September 28, 2011 12.00 noon Cambay Spa and Resort, None 2011 Plot No. X-22/23 GIDC Electronic Estate, Sector 25, Gandhinagar - 382 044, Gujarat. 2009- September 27, 2010 12.00 noon Cambay Spa and Resort, None 2010 Plot No. X-22/23 GIDC Electronic Estate, Sector 25, Gandhinagar - 382 044, Gujarat. Extra-ordinary General Meeting During the Financial Year 2012-13, no Extra-ordinary General Meetings were held. Postal Ballot There was no Special Resolution passed through Postal Ballot during the Financial Year 2012-13.
  • 43. C K Annual Report 2012-13 31 7. CEO/CFO CERTIFICATION As required by clause 49 of the Listing Agreement, the CEO/ CFO certification is appended as an Annexure to this Report. 8. REPORT ON CORPORATE GOVERNANCE This Corporate Governance Report forms part of the Annual Report. The Company is in full compliance with all the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange(s). 9. COMPLIANCE The Company is compliant with the requirements as prescribed in clause 49 of the Listing Agreement. A Certificate from the Statutory Auditors of the Company, as stipulated in clause 49 of the Listing Agreement entered into with the Stock Exchange(s) is annexed and forms part of this Annual Report. As far as adoption of non-mandatory requirements are concerned, the Board has constituted a Remuneration Committee of Directors comprising of Non-Executive and Independent Directors. GENERAL SHAREHOLDERS’ INFORMATION 1. Annual General Meeting Day and Date : Monday, 16th September, 2013 Time : 12:00 Noon Venue : Cambay Spa and Resort, Plot No. X-22/23, GIDC Electronic Estate, Sector 25, Gandhinagar – 382 044, Gujarat. 2. Financial Calendar for 2013-14 (Tentative) Financial reporting for the quarter ending June 30, 2013 : End July, 2013 Financial reporting for the quarter ending September 30, 2013 : End October, 2013 Financial reporting for the quarter ending December 31, 2013 : End January, 2014 Financial reporting for the year ending March 31, 2014 : End April, 2014 Annual General Meeting for the year ended March 31, 2014 : August / September, 2014 3. Book Closure Date : 7th September, 2013 to 16th September, 2013 (both days inclusive) 4. Dividend : ` 0.30 per share of ` 10/- each (i.e. 3%) 5. Dividend Payment Date : On or after 17th September, 2013 6. Registered Office : Suman Tower, Plot No. 18, Sector - 11, Gandhinagar – 382 011, Gujarat, India. Tel: +91-79-66714000 Fax: +91-79-23232251 7. Plant Locations : The Company being a service provider, has no Plant Locations. 8. Listing Details The Equity Shares of the Company are listed on the following Stock Exchanges: Name of Stock Exchanges National Stock Exchange Bombay Stock Exchange of India Limited Limited “Exchange Plaza”, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Dalal Street, Bandra (East), Mumbai – 400 001 Mumbai – 400 051 The annual listing fee for the financial year 2013-14 has been paid to the above Stock Exchanges. iv) Details of unclaimed shares in terms of clause 5A of the Listing Agreement In terms of clause 5A of the Listing Agreement, the Company shall credit the shares allotted pursuant to the Initial Public Offering (IPO) of the Company in the year 2007, which are unclaimed and are lying in escrow account to a demat suspense account, and the details thereof as required to be disclosed in the Annual Report are given below: Particulars No. of No. of Cases Shares Aggregate number of shareholders and the outstanding shares lying in the suspense account at the beginning of the year i.e. as on April 1, 2012 102 19,433 Number of shareholders who approached to the Issuer / Registrar for transfer of shares from suspense account during the Financial Year 2012-13 10 1,785 Number of shareholders to whom shares were transferred from suspense account during the Financial Year 2012-13 10 1,785 Aggregate number of shareholders and the outstanding shares lying in the suspense account at the end of the year i.e. as on March 31, 2013 92 17,648
  • 44. C K IDEA CELLULAR LIMITED 32 9. Stock Codes Stock Code Reuters Bloomberg Bombay Stock Exchange 532822 IDEA.BO IDEA IN National Stock Exchange IDEA IDEA.NS NIDEA IN ISIN No. of Equity Shares INE669E01016 10. Stock Price Data The monthly high and low prices and volume of shares of the Company at the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) for the year 2012-13 are as under: Month Bombay Stock Exchange Limited National Stock Exchange of India Limited High Low Close Avg. Vol. High Low Close Avg. Vol. (in `) (in `) (in `) (in Nos.) (in `) (in `) (in `) (in Nos.) April, 2012 101.20 71.20 78.50 507,017 101.20 75.25 78.50 4,805,498 May, 2012 84.70 73.05 76.25 295,453 84.70 65.60 76.00 2,874,887 June, 2012 79.80 73.25 75.85 151,407 79.95 73.25 75.80 1,954,271 July, 2012 87.95 75.00 80.00 225,914 87.15 75.25 79.95 2,502,873 August, 2012 82.30 72.05 74.75 166,627 83.05 71.50 74.65 2,074,212 September, 2012 91.90 74.35 85.35 138,820 90.00 74.30 85.30 2,228,619 October, 2012 86.50 78.60 85.25 165,919 86.45 78.20 85.60 1,756,118 November, 2012 101.90 84.60 97.15 213,896 101.95 84.60 97.05 2,811,098 December, 2012 106.30 92.45 103.70 194,190 106.40 92.30 103.80 2,215,135 January, 2013 124.00 103.55 112.60 597,223 123.50 103.50 112.95 5,442,131 February, 2013 119.85 104.80 117.30 409,943 120.00 104.70 117.60 3,478,542 March, 2013 119.50 105.85 113.20 175,726 119.90 105.75 113.90 2,507,206 Source: BSE and NSE Website 11. Stock Performance The performance of the Company’s share price vis-à-vis the broad based BSE and NSE indices during the year 2012-13 is as under: (a) Comparison of the Company’s share price with BSE Sensex 65 75 85 95 105 115 125 Apr2012 May2012 Jun2012 Jul2012 Aug2012 Sep2012 Oct2012 Nov2012 Dec2012 Jan2013 Feb2013 Mar2013 14,000 15,000 16,000 17,000 18,000 19,000 20,000 21,000 Idea Share Price BSE Sensex
  • 45. C K Annual Report 2012-13 33 (b) Comparison of the Company’s share price with NSE Nifty 14. Shareholding Pattern The shareholding pattern of the Company as on March 31, 2013 is as follows: Category No. of % Share- Shares holding Promoter and Promoter Group 1,520,679,047 45.88 Foreign Institutional Investors 541,590,728 16.34 Non-Resident Indians / Overseas Corporate Bodies 991,553,987 29.92 Mutual Funds, Financial Institutions, Banks and Insurance Companies 189,507,322 5.72 Domestic Bodies Corporate 16,063,735 0.48 Resident Indians and Others 54,926,947 1.66 Total 3,314,321,766 100.00 15. Dematerialisation of Shares and Liquidity The Shares of the Company are compulsorily tradable in dematerialized form through both the Depository Systems in India viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). A total number of 3,314,309,422 Equity Shares of the Company constituting over 99.99% of the issued, subscribed and paid-up share capital were held in dematerialised form as on March 31, 2013. 16. Outstanding GDRs / ADRs etc. The Company has not issued any GDRs/ADRs/Warrants and hence no amount is outstanding as at the year end. 65 75 85 95 105 115 125 Apr2012 May2012 Jun2012 Jul2012 Aug2012 Sep2012 Oct2012 Nov2012 Dec2012 Jan2013 Feb2013 Mar2013 4,300 4,650 5,000 5,350 5,700 6,050 6,400 Idea Share Price NSE Nifty 12. Share Transfer System Transfer of shares in dematerialized form is done through the depositories without any involvement of the Company. Transfer of shares in physical form is normally processed within a period of 12 days from the date of the lodgement, subject to documents being valid and complete in all respects. All transfers are first processed by the Registrar and Share Transfer Agent and are submitted to the Company for approval thereafter. 13. Distribution of Shareholding The distribution of shareholding of the Company as on March 31, 2013 is as follows: Number of Number % to total No. of % to Equity Shares of Share- Share- Shares total held holders holders held Share- holding Upto 5000 257,877 95.23 33,637,283 1.01 5000 – 10000 7,630 2.82 5,892,947 0.18 10001– 20000 2,597 0.96 3,841,197 0.12 20001 – 30000 813 0.30 2,081,876 0.06 30001 – 40000 403 0.15 1,421,679 0.04 40001 – 50000 291 0.11 1,382,330 0.04 50001 – 100000 425 0.16 3,152,334 0.10 100001 & above 744 0.27 3,262,912,120 98.45 Total 270,780 100.00 3,314,321,766 100.00
  • 46. C K IDEA CELLULAR LIMITED 34 17. Registrar and Share Transfer Agents M/s. Bigshare Services Private Limited E -2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri (East), Mumbai – 400 072 Tel: +91-22-2847 0652 / 4043 0200 Fax: +91-22-2847 5207 E-mail: investor@bigshareonline.com 18. Investor Correspondence In order to facilitate quick redressal of the grievances / queries, the Investors and Shareholders may contact the Company Secretary at the under mentioned address for any assistance: Mr. Pankaj Kapdeo Company Secretary Idea Cellular Limited “Windsor”, 5th Floor, Off CST Road, Near Vidya Nagari, Kalina, Santacruz (East), Mumbai – 400 098 Tel: +91-9594003434 Fax: +91-22-26527080 E-mail: shs@idea.adityabirla.com
  • 47. C K Annual Report 2012-13 35 Declaration As provided under Clause 49 of the Listing Agreement with the Stock Exchange(s), it is hereby declared that all the Board Members and Senior Management personnel of Idea Cellular Limited have affirmed the compliance with the Code of Conduct for the year ended March 31, 2013. Place : Mumbai Himanshu Kapania Date : April 25, 2013 Managing Director CEO/CFO Certification To, The Board of Directors Idea Cellular Limited Mumbai We, Himanshu Kapania, Managing Director and Akshaya Moondra, Chief Financial Officer of Idea Cellular Limited (‘the Company’), to the best of our knowledge and belief, hereby certify that: a) We have reviewed the financial statements and cash flow statements of the Company for the year ended March 31, 2013 and: i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. b) There are no transactions entered into by the Company during the year ended March 31, 2013, which are fraudulent, illegal or violative of the Company’s code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design and operations of such internal controls, if any, of which we are aware and steps that have been taken to rectify these deficiencies. d) We have indicated, wherever applicable, to the Auditors and the Audit Committee: i) Significant changes in the internal control over financial reporting during the year; ii) Significant changes in the accounting policies during the year and that the same has been disclosed in the notes to the financial statements; and iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or any employee having a significant role in the Company’s internal control system over financial reporting. Place : Mumbai Himanshu Kapania Akshaya Moondra Date : April 25, 2013 Managing Director Chief Financial Officer
  • 48. C K IDEA CELLULAR LIMITED 36 Auditors’ Certificate To the Members of Idea Cellular Limited We have examined the compliance of conditions of Corporate Governance by Idea Cellular Limited, for the year ended on 31st March 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Deloitte Haskins & Sells Chartered Accountants (Registration No. 117 366W) Khurshed Pastakia Partner (Membership No. 31544) Place : Mumbai Date : April 25, 2013
  • 49. C K Annual Report 2012-13 37 The Securities and Exchange Board of India (SEBI) has mandated the top 100 listed entities based on market capitalization on the BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance perspectives. This Business Responsibility Report, as stipulated under Clause 55 of the Listing Agreement provides general information about the Company and its business responsibility as required by SEBI. Section A: General Information about the Company Sr. No. Description Information 1 Corporate Identity Number L32100GJ1996PLC030976 2 Name of the Company Idea Cellular Limited 3 Registered address Suman Tower, Plot No. 18, Sector 11, Gandhinagar - 382 011, Gujarat 4 Website www.ideacellular.com 5 Email Id shs@idea.adityabirla.com 6 Financial Year reported April 1, 2012 to March 31, 2013 7 Sector(s) that the Company is engaged in Telecommunication services (industrial activity code-wise) Heading : 9984 Group : 99841 Class : 998413 8 List three key products/services that the Idea Cellular Limited (Idea) is one of the leading Company manufactures/provides national telecommunication service providers (as in Balance Sheet) in India. The Company is engaged in the business of mobility and long distance services. 9 Total number of locations where business activity is undertaken by the Company i. Number of International Locations None (provide details of major 5) ii. Number of National Locations Company provides mobile telephony services across India 10 Markets served by the Company – National Local/State/National/International Section B: Financial Details of the Company Sr. No. Description Information 1 Paid-up Capital (INR) The paid-up equity capital of the Company as on March 31, 2013 is ` 33,143,217,660 comprising of 3,314,321,766 Equity Shares of ` 10/- each. 2 Total Turnover (INR) ` 220,869 Mn 3 Total Profit After Taxes (INR) ` 8,183 Mn 4 Total spending on Corporate Social Responsibility (CSR) as percentage of Profit After Tax (%) 5 List of activities in which expenditure in 4 above has been incurred As part of the Aditya Birla Group, Idea actively contributes to the Group’s CSR activities and has continued to do so during the reporting period. Healthcare, education, sustainable livelihood and Infrastructure development and are some of the focus areas for CSR activities. Business Responsibility Report
  • 50. C K IDEA CELLULAR LIMITED 38 Section C: Other Details Sr. No. Description Information 1 Does the Company have any Subsidiary Yes, the Company has 6 subsidiaries, the details of Company/ Companies? which have been provided in the Directors’ Report. 2 Do the Subsidiary Company/Companies No participate in the BR initiatives of the parent Company? If yes, then indicate the number of such subsidiary company(s). 3 Do any other entity/entities (e.g. suppliers, Other entities viz. suppliers, distributors etc. distributors etc.) that the Company does with whom the Company does business, business with participate in the BR initiatives do not participate in the Business Responsibility of the Company? If yes, then indicate the initiatives of the Company. percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]. Section D: BR Information 1. Details of Director/Directors responsible for BR a) Details of the Director/Directors responsible for implementation of the BR policy/policies: DIN Number 03387441 Name Mr. Himanshu Kapania Designation Managing Director b) Details of BR head: Sr. No. Description Information 1 DIN Number (if applicable) Not Applicable 2 Name Mr. Pankaj Kapdeo 3 Designation Company Secretary 4 Telephone number +91-9594003434 5 Email-id shs@idea.adityabirla,com The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility, as listed below: P1 – Businesses should conduct and govern themselves with Ethics, Transparency and Accountability. P2 – Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle. P3 – Businesses should promote the well-being of all employees. P4 – Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized. P5 – Businesses should respect and promote human rights. P6 – Businesses should respect, protect, and make efforts to restore the environment. P7 – Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner. P8 – Businesses should support inclusive growth and equitable development. P9 – Businesses should engage with and provide value to their customers and consumers in a responsible manner.
  • 51. C K Annual Report 2012-13 39 1# Code of Conduct:http://www.ideacellular.com/wps/wcm/connect/home/idea/investror_relation/code+of+conduct 2 Safety Health and Environment Policy* 3 Policy on Mission, Vision, Values 4 Policy on Prevention of Sexual Harassment 5 Human Rights Policy* 6 Corporate Social Responsibility Policy* *Safety, Health and Environment Policy, Human Rights Policy, and Corporate Social Responsibility Policy were formally adopted in April 2013. P1 P2 P3 P4 P5 P6 P7 P8 P9 1. Do you have a policy/policies for Y 1 Y 2 Y 3 4 Y 3 Y 5 Y 2 — Y 6 Y 3 2. Has the policy been formulated in consultation with the relevant Y Y Y Y Y Y — Y Y stakeholders? 3. Does the policy conform to any Yes, the policies conform to aspects of the nine national/international standards? principles of the National Voluntary Guidelines for If yes, specify? (50 words) Business Responsibilities (NVGs) 4. Has the policy being approved by the Board? If yes, has it been signed by MD/Owner/CEO/appropriate Y Y Y Y Y Y — Y Y Board Director? 5. Does the Company have a The Company has recently constituted a Business specified committee of the Responsibility (BR) Committee to oversee the Board/ Director/Official to implementation and review of the BR related policies. oversee the implementation of the policy? 6 Indicate the link for the policy to be # — — — — — — — — viewed online? 7 Has the policy been formally Yes, the policies have been communicated to all relevant communicated to all relevant internal stakeholders of Idea. Our communication with internal and and external stakeholders? external stakeholders on such matters is a continuous process. 8 Does the Company have in-house There are defined management structures and oversight in structure to implement the place to oversee the implementation of all policies. policy/policies? The Company has recently constituted a Business Responsibility (BR) Committee to oversee the implementation and review of the BR related policies. 9 Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders’ Y – Y – Y – – – – grievances related to the policy/policies? 10 Has the Company carried out Idea has an internal review mechanism for its key policies. independent audit/evaluation The Company has recently constituted a Business of the working of this policy by an Responsibility (BR) Committee to oversee the internal or external agency? implementation and review of the BR related policies. BusinessEthics Product Responsibility Employee Wellbeing Stakeholders Engagement HumanRights Environment Policy Advocacy Inclusive Growth Customer Value 2. Principle-wise (as per NVGs) BR policy/policies (Reply in Y/N) Questions Sr. No.
  • 52. C K IDEA CELLULAR LIMITED 40 2a. If answer to S.No. against any Principle is ‘No’, please explain why? Sr. No. Principle Response 1 Principle 7 – Businesses, when engaged in The Company plays a role in advocating on issues influencing public and regulatory policy, pertaining to the telecom sector, through participation should do so in a responsible manner in various industry forums, in which the senior management of the Company plays an active role in framing, reviewing, modifying relevant policies (described under Section E). The Company currently does not have a stated policy on policy advocacy. However Idea continues to assess the evolving business and regulatory environment in this regard. Section E: Principle-wise Performance Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability At Idea, all business activities and stakeholder interactions are guided and governed by the Vision, Mission and Values adopted by the Aditya Birla Group. As a Pan India organization with diverse markets and cultures, all employees of Idea are brought together by five core values – Integrity, Commitment, Passion, Seamlessness and Speed. The Company’s senior management guides the organization along these values, which are applicable to employees of the Company and its subsidiaries. Idea is committed to acting in a manner and taking decisions that are fair, honest and follow the highest standards of professionalism. Integrity is a cornerstone for all the Company’s dealings, be it with customers, employees, suppliers, partners, shareholders, communities or the Government. At Idea, a robust consequence management process has been articulated through various policies to maintain checks and balances on these values and policies. Apart from the core values, the Company has adopted a Code of Conduct for Board Members and Senior Management, in compliance with the provisions of Clause 49 of the Listing Agreement. The Code is derived from three inter-linked fundamental principles of good corporate governance, good corporate citizenship and exemplary personal conduct. All Board Members and Senior Management personnel affirm their compliance to the Code of Conduct annually. Additionally, the Company also has in place a Code of Conduct which prescribes that all employees should transact with each other in a fair and dignified manner, while being diversity sensitive. The Code covers the aspects of integrity in personal conduct, conduct at work, conflict of interest, and interface with the external world. Idea also extends the principle of ethical conduct in business to its vendors. As a part of its policy on Health Safety and Environment, vendors are required not to engage in bribery, corruption or other unethical practices in order to gain competitive advantage. At Idea, transparent and timely communication is encouraged to enable positive results and faster decisions. Transparent communications enhances the credibility of the management. SEBI – BRR Questionnaire Responses for Principle 1: 1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/No. Does it extend to group/ joint ventures/suppliers/contractors/NGOs/Others? The Company has adopted its own Code of Conduct which is based on the Aditya Birla Group Code of Conduct, which addresses the aspects of ethics, bribery and corruption. This is applicable to Group businesses, including the employees of Idea and its subsidiaries. The five core values – Integrity, Commitment, Passion, Seamlessness and Speed – have also been adopted across the Aditya Birla Group. In addition, the Company’s vendor/supplier contracts include clauses on ethical behavior, bribery and corruption. 2. How many stakeholder complaints have been received in the.inancial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so. No complaints were received during the year. Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle Idea believes that integrating sustainability into the core business improves product quality and strengthens trust amongst the customers. The Company looks at sustainability in a way which allows its stakeholders to prosper while taking a proactive approach to managing environmental impact. This belief is reflected in the environmentally and socially responsible practices. Idea has adopted across the lifecycle of its operations, products and services.
  • 53. C K Annual Report 2012-13 41 Outlined below are some of the key sustainable initiatives adopted by Idea: ● Sustainable Innovation - Idea was the first Indian telecom Company to switch the size of the SIM cards from normal (ISO) to half cut (Nano) and later to quarter size. This initiative has reduced the plastic usage by 70%, which roughly equates to 425 tons of plastic annually for Idea has 2,200 tons for the industry. ● Route Optimization – Idea has optimized its routes for site dispatch, adopted the ‘Milk Run’ concept and initiated clubbing of transport runs of hardware from warehouses to destinations. These initiatives have led to a significant decrease in diesel consumption and the resulting lowering of the carbon footprint. Dispatch through clubbing has been adopted for over 50% of the sites. ● Vehicle Optimization – Idea has also switched to smaller sized vehicles for transportation of hardware, further decreasing the diesel consumption. A majority of the current dispatches are being made through small sized vehicles which consume lesser fuel compared to medium or large sized vehicles. ● Consolidation of Shipments – Idea encourages the practice of consolidation of shipments with other shipments headed in the same primary route, thereby decreasing redundancy on such routes. ● Recharge Vouchers - Idea was the only telecom operator to retain the orignal small size of the recharge voucher while still meeting the requirements of new Telecom Regulatory Authority of India’s Telecom Consumer Protection Regulation (TCPR – TRAI) regulations. Retaining the size of recharge vouchers has led to a decrease of approximately 840 tons of paper consumption annually. Compliance on EMF (Electro Magnetic Field) radiation related regulation is another business priority at Idea. The Company has made significant monetary investment in the purchase of EMF monitoring equipment and is compliant with existing Department of Telecommunications (DoT) regulations. The Company is proactive in policy development and public education initiatives led by the Cellular Operators Association of India (COAI) on the issue of EMF. A senior company official also heads the sub-committee on EMF. Idea also contributes to economic development around areas where it operates by generating local employment opportunities, wherever possible. Idea was the first in the Indian telecommunication industry to initiate the ‘Hub and Spoke’ model for call center operations in Tier 2 and Tier 3 towns which has generated local employment. Moreover, technicians rendering operations and maintenance services to sites and security guards, wherever deployed, are recruited from the local communities. The Company has launched a ‘Son of Soil’ initiative to recruit local youth in rural areas for day to day sales operations, leading to generation of employment and skills development. SEBI – BRR Questionnaire Responses for Principle 2: 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities. Following are some of the examples of the Company’s product / service features that incorporate the aspect of environmental conservation: (i) Plastic reduction in SIM cards; (ii) Paper conservation in recharge vouchers; (iii) Paper conservation through customer E-billing. 2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional). (i) Reduction during sourcing / production / distribution achieved since previous year throughout the value chain; (ii) Reduction during usage by consumers (energy, water) has been achieved since the previous year: With respect to the environmental initiatives listed above, the corresponding resource conservation is as follows: (i) Annual reduction of approximately 425 tons plastics achieved; (ii) Annual reduction of 840 tons of paper achieved; (iii) Approximate paper equivalent of over 3900 trees saved annually. 3. Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. Idea has adopted a variety of environmentally conscious transportation practices, including route optimization, maximizing sea shipments for imports, vehicle optimization and consolidation of shipment. These are described above. 4. Has the company taken any steps to procure goods and services from local and small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors? Idea is committed to provide skill development and employment to local youth in rural areas through commissioning of call centers in non-metro towns and recruitment of rural youth for local sales operations under the ‘Son of Soil’ initiative. A significant portion of procurement is decentralised and is done through local vendors across India.
  • 54. C K IDEA CELLULAR LIMITED 42 5. Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so. Recycling and environmentally safe disposal of waste is an integral aspect of the Company’s environmental commitment. In this regard, all electronic and hazardous wastes are disposed off to authorized vendors as per the relevant regulations. Further, the Company has initiated pilot paper re-use and recycling projects across its locations. Principle 3: Businesses should promote the wellbeing of all employees Idea believes that human capital plays a vital role in the firm’s ability to compete in the global economy and considers it at the heart of its success. To this end, Idea strives to foster a working environment which is conducive for a productive workforce, and ensures their continued well-being and development. Idea believes that an energetic, intuitive zeal from emotional engagement makes work joyful and inspires every employee to give his / her best to the organizational vision and objectives. The importance the Company places on its human resources is evident in the Chairman’s belief given below: “Without ‘people power’ even the best of operational and strategic thinking will come to naught”- Chairman, Idea. In order to achieve the goals of employee well-being and development, the Company has adopted the following specific policies: ● Whistleblower Policy; ● Safety, Occupational Health and Environment Policy; ● Human Rights Policy; ● Policy to Prevent Sexual Harassment at the Workplace; ● Training Policy; and ● Continuing Education Policy. Idea has been able to maintain a high level of employee motivation along with sustaining growth in an extremely challenging business environment. The scores on employee engagement and internal communication at Idea have improved steadily over the years. The rate of participation of employees in various surveys as well as the satisfaction levels have also improved significantly. As a result of its strong focus on human resources development, Idea enjoys high levels of employee satisfaction and retention. Respect for employee rights and genuine needs, which include non-discrimination, work-life balance, safety and dignity, forms the basis of the Company’s policies and practices. The Company follows all applicable legal requirements in this regard. Idea relentlessly works on monetary and non-monetary recognition systems to reward employees for their achievements. This reinforces faith in shared values and strengthens the organizational culture, while helping it retain employees. To create a culture for mid-career education that aids in development of employees through knowledge and skills enhancement, Idea has adopted the Aditya Birla Group’s Continuing Education Policy to help employees become more effective in their current and future roles. In order to develop and build an environment that facilitates employee development, encourages open and transparent communication, Idea has instituted various initiatives, some of which are outlined below: ● !NVEST - Framework for career path and capability development plan; ● !Aspire – Framework of internal development centers for high potential and high performing employees; ● !Evolve – ‘Competency based grid’ training framework to develop people through different interventions on competencies; ● i-Mitra - Employee query / request management tool; and ● Pragya initiative – Building a culture of inclusion based on gender diversity. Further, Idea actively engages with its employees through various forums like ‘Samvaad’, ‘MD’s chat’, ‘Team Meets/ Town Halls’ and ‘Idea Connect’. In an effort to enhance employee satisfaction, the Company has developed a formal process (‘VOICE’) which provides the employees across the organization a platform to voice any unresolved workplace concerns and seek resolution in a fair and transparent manner. Under this initiative, Employee Satisfaction Champions and Employee Satisfaction Teams have been entrusted with the task of addressing employee concerns as per a defined process. SEBI – BRR Questionnaire Responses for Principle 3: 1. Please indicate the total number of employees: The Company has 9,746 employees.
  • 55. C K Annual Report 2012-13 43 2. Please indicate the total number of employees hired on temporary/contractual/casual basis: The Company has 6,830 employees on temporary/ contractual/casual basis. 3. Please indicate the number of permanent women employees: The Company has 751 permanent women employees. 4. Please indicate the number of permanent employees with disabilities: The Company does not have any permanent employees with disabilities. 5. Do you have an employee association that is recognized by management? The Company has no employee association. 6. What percentage of your permanent employees is members of this recognized employee association? The Company has no employee association. 7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year. There have been no cases reported, relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year. 8. What percentage of your under mentioned employees were given safety and skill up-gradation training in the last year? - Permanent Employees, Permanent Women Employees, Casual/Temporary/Contractual Employees, Employees with Disabilities: Total training man-days for the company in FY 2012-13 = 45,079 Average training man-days per employee = 5.63 for FY 2012-13 Total training man-days given to sales team in FY 2012-13 = 230,412 Safety drills and evacuation are conducted across all offices on an annual basis. Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized. Idea recognizes the critical role played by internal and external stakeholders in its sustainability agenda, and strives to align its social, environment and economic performance with the stakeholder needs and expectations. The Company’s key internal stakeholders are employees and external stakeholders include adjudicators, courts, licensors, industry associations, regulators, network operators and subscribers. The Company formally engages with its stakeholders to identify and work towards meeting their expectations. In order to promote inclusive growth, Idea encourages its partners to employ physically challenged people at its call centers. Idea also encourages employment of women at its service centers as front end executives. Going forward, Idea proposes to have more than half of its front desk executive positions as women. Idea is focused on expanding its services in rural areas and promotes schemes such as minimum top up of ` 10/- in order to provide affordable access to communication to the economically disadvantaged population. Idea has set up its rural distribution network so as to cater to customers far away from the urban centers with its vast variety of services. As of March 31, 2013, the Company has 3,142 Rural Service Centers (Idea Points and Idea Service Points) across 3,036 rural towns. Products with starting prices as low as `4 or ` 5 ensure that everyone can experience these products while ensuring value for their money. In order to cater to remote communities, Idea organizes camps in rural areas where customers are unable to easily access its service centers. The Company has also set up call centers in Tier 2 and Tier 3 cities in order to reach the rural customers. Idea also provides Interactive Voice Response (IVR) in 17 regional languages so that customers are able to understand and avail of various services. Other than the usual applications, Idea has launched several mobile applications aimed at improving information access and quality of life for non-urban communities across the country, which are often economically disadvantaged. These initiatives pertain to education and learning, mobile banking, agricultural information, health and safety, government schemes and employment generation. Details of such initiatives are provided under Principle 8 below. SEBI – BRR Questionnaire Responses for Principle 4: 1. Has the company mapped its internal and external stakeholders? Idea has mapped its key internal and external stakeholders, which include employees, adjudicators, courts, licensors, industry associations, regulators, network operators and subscribers.
  • 56. C K IDEA CELLULAR LIMITED 44 2. Out of the above, has the company identified the disadvantaged, vulnerable and marginalized stakeholders? Idea operates in all 22 telecom circles in the country, and has a relatively strong presence in non-urban areas in severalcircles.Inthiscontext,theCompanyhasidentified economically disadvantaged people residing in rural and geographically remote villages as marginalized and vulnerable stakeholder groups. Details of schemes and mobile applications addressing the needs of this demographic are detailed in the section above. 3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so. With regard to the rural, geographically remote and economically challenged population in the country, the Company recognizes its responsibility to improve their development and well-being through generation of local employment and deployment of various rural-focused mobile solutions. Idea’s efforts towards job creation for the rural populace have been outlined in the preceding response, while its unique mobile-based applications for health, education and financial inclusion are described under Principle 8 below. Principle 5: Businesses should respect and promote human rights Idea is committed to sustaining a culture which upholds respect and support for human rights. The Company believes that all its employees should be able to live with social and economic dignity and with freedom, regardless of nationality, gender or religion. The Company complies with all applicable local, state and national laws regarding human rights and worker’s rights wherever it does business. Idea has also recently adopted a Human Rights Policy which reinforces its commitment to human rights issues. The policy outlines the Company’s commitment to developing a culture of respect and support for human rights, which include diversity in workplace, provision of secure environment for all personnel, proactive communications, and contribution to socio-economic development of communities where the Company operates. The Human Rights Policy further encourages the Company’s key suppliers to uphold human rights in their operations and communities and reinforce awareness on these issues. The Company’s key vendor/supplier contracts include clauses addressing human rights aspects such as abolition of forced and child labour, worker safety and hygiene, absence of abuse and intimidation, etc. SEBI – BRR Questionnaire Responses for Principle 5: 1. Does the policy of the company on human rights cover only the company or extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ Others? The Company’s Human Rights Policy is applicable to all employees of Idea and its subsidiaries and major suppliers. 2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? No complaints related to human rights were received in the past financial year. Principle 6: Business should respect, protect, and make efforts to restore the environment Environmental conservation is an important aspect of the Company’s sustainability strategy. Idea is committed to working towards environmental sustainability by undertaking initiatives to reduce its carbon footprint and energy consumption, creating environmental awareness amongst its stakeholders, and upholding all applicable regulations. The Company has adopted a Safety, Occupational Health and Environment Policy, which outlines its responsibility towards the environment as well as the safety and health of employees and communities. Idea has initiated several initiatives to reduce its resource use, conserve non-renewable energy sources, improve efficiency, and decrease the Greenhouse Gas (GHG) emissions from its mobile network operations and other business activities. The key environmental initiatives adopted by Idea in its network operations in FY 2012-13 are presented below: ● Solar Hybrid Technology – Mobile network sites (technically referred to as Base Transceiver Stations or BTS) form an integral link between the mobile phone users and the public network, and have heavy reliance on grid power and diesel. In order to decrease its energy and GHG emissions footprint, the Company has installed solar hybrid power technology at several of its network sites. During FY 2012-13, solar hybrid systems worked for a total of 3,803 site-months resulting in reduction of about 5,210 tons of CO2 emissions. Idea has a target to roll out these systems to 1,200 sites next year. ● Hydrogen Fuel Cell Hybrid Technology – Idea is exploring the use of this technology to reduce its conventional energy requirement at network sites. During FY 2012- 13, Hydrogen fuel cell hybrid systems worked for a total of 300 site-months resulting in the reduction of about
  • 57. C K Annual Report 2012-13 45 155 tons of CO2 emissions. Idea aims to further roll out and expand the implementation of this technology at 100 additional sites next year. ● Outdoor Hardware – The use of outdoor hardware, which does not require air conditioning, is being adopted in the network, leading to a decrease in almost 25% less energy need per site. ● Low Power Network Hardware – Through the use of low power hardware at some network sites, the energy consumption has decreased by upto 40% per site. ● Carbon Management – Idea is currently exploring the possibility of deploying a software for carbon footprint calculation, for better management of CO2 emissions data. ● Re-use - Idea encourages maximum re-use of hardware at its sites and hence minimal scrapping of hardware is required. ● Shared telecom infrastructure – Idea designs networks in a manner that the infrastructure can be utilized by multiple telecom operators, thus reducing environmental footprint. Aspartofanenvironmentallyresponsiblecorporategroup,Idea promotes various good practices in its day to day operations (such as video and teleconferencing). Idea also encourages its customers to follow the environmentally friendly practice of E- billing in place of paper-based billing. As of March 31, 2013, Idea had 1.37 million postpaid accounts (39% of postpaid accounts) were subscribed to the E-bill facility. On an annual basis, the Company saves approxmately 232 tons on paper (equivalent to 3943 trees) through this initiative. Idea has received external recognition for its adoption of fuel cell technology, including the Economic Times Telecom Award 2012 for Innovative Telecom Infrastructure Award, and its green network has been featured as a case study in the Greenpeace Report ‘Enabling Clean Talking.’ SEBI – BRR Questionnaire Responses for Principle 6: 1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/ Suppliers/Contractors/NGOs/others? The Safety, Health and Environment Policy extends to the Company and its subsidiaries, as well as to its third party vendors/suppliers. 2. Does the company have strategies / initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc. Idea is committed to addressing global environmental issues such as climate change and global warming through adoption of green technologies, cleaner power sources for network sites, and lowering of diesel use and emissions in transportation. These initiatives have helped the Company to reduce its energy and Greenhouse Gas emissions footprint. Examples of key initiatives are described under Principle 2 and Principle 8 in this section of the Business Responsibility Report. 3. Does the company identify and assess potential environmental risks? Y/N Idea has set up an Enterprise Risk Management (ERM) system, wherein two environmental compliances related issues viz. EMF radiation and air pollution have been included in its risk management dashboard. 4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Idea does not have any project related to Clean Development Mechanism. 5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc. Idea has adopted cleaner and non-conventional energy sources such as fuel cell hybrid and solar hybrid technology across several of its BTS sites, apart from installation of energy efficient hardware. Details of these initiatives are provided above in Section 6. 6. Are the emissions / waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Idea gives utmost importance to the issue of EMF radiation, and its commitment in this regard is evident from the Company’s stringent monitoring systems and financial investment in emissions testing equipment. All of the Company’s network sites are in compliance with the relevant radiation limits prescribed by the regulatory agency. 7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. The company has received two legal notices from CPCB/ SPCB.
  • 58. C K IDEA CELLULAR LIMITED 46 Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner As one of the largest mobile operators in the country, Idea recognizes its potential to advocate policies that will allow the overall socio-economic growth of the country, including the role of the telecom sector for promoting development, inclusive growth and information access. Idea is an active member in the following national and international industry associations (either directly or through its subsidiaries): ● Confederation of Indian Industry (CII); ● The Associated Chambers of Commerce and Industry of India (ASSOCHAM); ● Federation of Indian Chambers of Commerce and Industry (FICCI); ● Cellular Operations Associations of India (COAI); ● GSM Association (GSMA); and ● Tower and Infrastructure Providers Association (TAIPA). Through its membership in the above bodies, Idea actively participates in policy development on several issues pertaining to the telecom industry, including the TRAI Directives on Green Telecom and Electro-Magnetic Field (EMF) related regulations. An Idea official currently heads the COAI Infrastructure Committee. In addition, Idea is a member of the CII National Committee on Telecom and Broadband, which actively advocates on telecom industry issues such as inclusive growth, rural telecom, driving higher quality of service and security for customers, and industry challenges and opportunities. The Company’s Managing Director is the current Chairman of COAI. Idea is also the principal sponsor of the IIMA IDEA Telecom Centre of Excellence (IIT-CoE) at the Indian Institute of Management Ahmedabad (IIM-A). The Centre came into existence in 2007 as a result of a tri-partite Memorandum of Understanding (MoU) between the Company, the Department of Telecommunication (DoT) and IIM-A. The Idea Telecom Center of Excellence, along with other TCoEs, is playing an instrumental role in capacity building and all round growth of theIndiantelecomindustry(includingmanufacturingthrough Application Research). It also serves as a think tank to the Government and industry decision makers. SEBI – BRR Questionnaire Responses for Principle 7: 1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with. Idea is a member of several key industry associations, which are listed above. 2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas ( drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy Security, Water, Food Security, Sustainable Business Principles, Others. Idea actively advocates on telecom industry issues, including rural penetration of telecom, driving higher quality of service and security for customers, and EMF radiation, environmental issues in telecom, innovation and technology, etc. Principle 8: Businesses should support inclusive growth and equitable development As part of a corporate group committed to societal growth and development, Idea considers community development and nation-building as key components of its sustainability strategy. Idea is a fully integrated telecom services provider offering its 121.6 million mobile subscribers a choice of national, international and internet services. The Company’s services are available in 4,634 census towns and 298,686 villages across India. Moreover, the Company’s rural penetration was more than 50% by the end of fifth year from issuance of its license, which is more than its licensing obligation. Idea has adopted a Corporate Social Responsibility (CSR) Policy, which aims at inclusive growth and poverty allevation through focus on education, health care, sustainable livelihood, infrastructure development and espousing various social causes. As a telecom Company, Idea believes in harnessing the transformational potential of mobile telephony and information technology to develop a better society, cleaner environment, improving the quality of life, and nation- building through creative and innovative applications. Idea’s contribution towards achieving inclusive growth and equitable development include the unique initiatives described below: ● ‘Behtar Zindagi’ - An initiative mainly for rural population which provides information on following aspects over mobile phones: ● Agriculture (crops and cultivation); ● Weather forecast and advisory; ● Livestock management; ● Inland and coastal fisheries; ● Health; ● Education; and ● Finance.
  • 59. C K Annual Report 2012-13 47 ● HPCL and IOCL Gas booking system – Idea has successfully provided first of its kind IVRS based LPG gas booking solution to IOCL and HPCL who are among fortune 500 companies and among Navratnas in the country. The solution has made it convenient for millions of Indians to book LPG from their mobile phone round the clock. ● ‘Son of Soil’ - Rural youth is recruited for day to day sales operations in villages. This initiative not only provides employment for local communities but also helps build sustained relationship with the rural population. ● Mobile Banking – Given that India has more than 70% mobile penetration and only 35% of the population has access to banking facilities, mobile banking addresses the critical issue of financial inclusion. Idea Mobile Commerce Service Ltd., a 100% subsidiary of Idea Cellular Ltd, launched a pilot project in association with Axis Bank, wherein the bank leveraged the strength of Idea’s mobile subscriber base and distribution reach. The pilot project begun in October 2011 and lasted till May 2012 in selected areas of Dharavi (Mumbai) and Allahabad (Uttar Pradesh - East), under the brand name of ‘Idea MyCash’. Based on the encouraging response, the commercial service was rolled out on August 1, 2012 in selected districts of Uttar Pradesh - East, Bihar, Delhi and Mumbai telecom circles. Moreover, basic banking services like Cash Deposit, Cash withdrawal, Recharges, Direct To Home (DTH) recharge, Utility Payments, Remittance to MyCash customers etc. are being offered and are receiving encouraging response. ● Nokia Life Tools – Idea was the first GSM operator in India to collaborate with Nokia to provide Nokia Life Tools, a range of innovative agriculture information, educational and entertainment services to non-urban customers. These services are designed to help overcome information constraints and improve quality of life for the next generation of mobile users. In addition to the above, Idea is also associated with non- governmental organizations such as Teach India and Give India where Company employees are encouraged to participate and volunteer their time and knowledge for societal development and nation-building. SEBI – BRR Questionnaire Responses for Principle 8: 1. Does the company have specified programmes/ initiatives/projects in pursuit of the policy related to Principle 8? If yes, details thereof. Idea has adopted a Corporate Social Responsibility (CSR) policy which outlines its vision to “actively contribute to the social and economic development of the communities in which we operate. In so doing build a better, sustainable way of life for the weaker sections of society and raise the country’s human development index.” The focus areas of the Company’s CSR strategy are Education, Healthcare, Sustainable Livelihood, Infrastructure Development and Social Change. 2. Are the programmes/projects undertaken through in- house team/own foundation/external NGO/ government structures/any other organization? The Aditya Birla Centre for Community Initiatives and Rural Development provides the overall CSR vision under the leadership of its Chairperson, Mrs. Rajashree Birla. The Company’s CSR efforts are supported by a robust implementation structure, which includes a team of dedicated professionals, is in place at the Company units. The CSR strategy also includes collaborative partnerships with the Government, District Authorities, Village Panchayats, Non-Governmental Organizations and other like-minded stakeholders. In collaboration with FICCI, the Aditya Birla CSR Centre for Excellence has also been established with an aim of making CSR an integral part of corporate culture. Idea also engages with well established and recognized programs and national platforms such as the CII, FICCI, ASSOCHAM, given their commitment to inclusive growth. 3. Have you done any impact assessment of your initiative? In order to measure the impact of its CSR projects, the Aditya Birla Centre for Community Initiatives and Rural Development engages external agencies to conduct a social satisfaction surveys and audit. 4. What is your company’s direct contribution to community development projects - Amount in INR and the details of the projects undertaken? As an Aditya Birla Group company, Idea actively contributes to the Group’s CSR activities and has continued to do so during the reporting period. The CSR projects undertaken fall under the broad focus areas of infrastructure development, health care, sustainable livelihood and education. 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so. As part of its focus on rural penetration, Idea has developed mobile applications for the rural population and provides employment opportunities to rural youth through initiatives such as ‘Son of Soil’, as described in detail under Principle 8. Providing affordable
  • 60. C K IDEA CELLULAR LIMITED 48 telecommunication access to rural population is Idea’s contribution to sustainable development in India. Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner Idea believes that customers form the foundation of its business success. The Company’s focus on customers derives from its Value Book, which emphasizes the need to respond to internal and external customers with a sense of urgency, continuously striving to finish before deadline, and choosing the best rhythm to optimize organizational efficiencies. In order to accomplish the Company’s mission “We will delight our customers while meeting their individual communication needs anytime anywhere”, it constantly work towards meeting customer needs, adding value and exceeding their expectations. The Company strongly believes that it should be upfront and honest about its operations with customers. Hence, it engages with its customers in a transparent manner by displaying all the tariff plans on the web in an unambiguous manner. This information is easily accessible to customers either by telecom circle or by package. The Company also installs its network devices in a way that maintains data integrity, confidentiality and availability while preventing unauthorized use of confidential data. Ideaalwaysfocusesonmeetingandexceedingcustomerneeds. Some innovative initiatives in this regard include a quick and easy way of ‘Electronic top-up’ for recharging accounts, camps in rural areas for providing education on mobile, and provision of customer care services in vernacular languages. Idea has also introduced several value-added services (VAS) focusing on education, health and family care for rural population. At urban locations, kiosks are set up at select My Ideas (Service Centers) to create awareness about 3G services that the Company offers. Customer satisfaction is of prime importance to the Company. A customer satisfaction (C-SAT) study is conducted every quarter in order to track the quality of customer experience with Company’s product and services and to benchmark the Company’s performance with respect to its competitors. Idea ranked third in a customer satisfaction survey conducted in FY 2011-12. Over the past one year, focused activities were taken up to address this area, and Idea has now moved to the first place as on March 2013. Idea also conducts other consumer satisfaction surveys such as ‘Process Experience Survey’, ‘Mystery Audits at Service Centers’, ‘Post Paid Lost Customer Assessment’, and ‘Franchisee Satisfaction Survey’ during the course of the year to get customer feedback and undertake corrective actions and initiatives. An additional feedback taken from customers on a daily basis is Instant Customer Feedback (ICF) wherein, an SMS is sent to customers seeking feedback on the quality of service provided to him after he / she has contacted any of the Company’s touch points. This on-going instant feedback from customers helps in improving the Company’s processes. After the surveys are completed, the results are presented to the senior management team and detailed action plans are prepared specific to all the concerned functions. The same are tracked at periodic intervals to ensure that the execution meets the planning requirements leading to higher customer satisfaction. SEBI – BRR Questionnaire Responses for Principle 9: 1. What percentage of customer complaints/ consumer cases is pending as on the end of financial year? Out of the total calls received by the Company from customers, approximately 2% are related to complaints. 0.08% of the total complaints received during FY 2012-13 were in an open stage as on March 31, 2013. The rest were closed satisfactorily. 2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./Remarks The Company adheres to all product labeling and product information requirements as per the law of the land. Transparency in tariff through detailed plans being available on the website for consumers and focus on responsible advertising is the hallmark of Idea. 3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertisingand/oranti-competitivebehaviourduringthe last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so. There are no cases pending with the Competition Commission of India. However, disgruntled subscribers of the Company generally file their cases in consumer protection forums for alleged deficiency in expected level of service by the Company, in the normal course of business. Some of these cases are pending with such forums. 4. Did your company carry out any consumer survey/ consumer satisfaction trends? Idea conducts a C-SAT survey every quarter as well as other assessment surveys such as ‘Process Experience Survey’, ‘Mystery Audits at Service Centers’, ‘Post Paid Lost Customer Assessment’, and ‘Franchisee Satisfaction Survey’.
  • 61. Annual Report 2012-13 49 C K Independent Auditors’ Report To the Members of Idea Cellular Limited Report on the Financial Statements We have audited the accompanying financial statements of IDEA CELLULAR LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013; (b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Emphasis of Matter a) We draw attention to Note 30 to the financial statement. The Division Bench of the Hon’ble High Court of Delhi on 13th July 2012 has reaffirmed High Court Order dated 5th February 2010 and 4th July 2011 sanctioning the Scheme of Amalgamation of Spice Communications Limited (Spice) with the Company. Further the Division Bench of the Hon’ble High Court of Delhi has also pronounced that the Department of Telecommunications (DoT) has to take decision regarding transfer of licenses held by erstwhile Spice to the Company arising out of amalgamation within a period of three months (which had been extended to 5th January 2013 vide order dated 11th December 2012) and dispute, if any, between the Company and DoT related to transfer of licenses should be referred to Hon’ble TDSAT for resolution. The impact, if any, on the Company is dependent upon the steps to be taken by DoT in this regard. b) We draw attention to Note 31 (i) to the financial statement. The DoT has issued demand notices dated 8th January 2013 towards one time spectrum charges for spectrum held by the Company beyond 6.2 Mhz for period from 1st July 2008 to 31st December 2012 amounting to ` 3,691.30 Mn. and beyond 4.4 Mhz for period from 1st January 2013 till the expiry of the license
  • 62. IDEA CELLULAR LIMITED 50 C K amounting to ` 17,443.70 Mn. in the respective telecom service areas. In the opinion of the Company, inter-alia, the above demand amounts to alteration of financial terms of the licenses issued in the past. The Company therefore filed a petition before the Hon’ble High Court of Bombay, which directed DoT to respond and not to take any coercive action until next date of hearing, which is scheduled for 6th May 2013. The financial impact of the above mentioned matter is dependent upon the outcome of the petition filed by Company in the Hon’ble High Court of Bombay and therefore no effect for the one time spectrum charges has been given in these Financial Statements. Our opinion is not qualified in respect of these matters. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act. (e) On the basis of the written representations received from the directors as on 31st March 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act. For Deloitte Haskins & Sells Chartered Accountants (Firm Registration No. 117 366W) Khurshed Pastakia Partner (Membership No. 31544) Place: Mumbai Date : 25th April, 2013
  • 63. Annual Report 2012-13 51 C K 1. In respect of its fixed assets: a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to information and explanation given to us the Management is in the process of reconciling the results of such physical verification with the fixed assets register. Management believes that differences if any, arising out of such reconciliation are not expected to be material. c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company. 2. In respect of its inventory: a) As explained to us, the inventories, except for those lying with the third parties, were physically verified during the year by the Management at reasonable intervals. b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business. c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. 3. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. 4. In our opinion and according to the information and explanations given to us, having regard to explanation that certain items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the rendering of services. During the course of our audit, we have not observed any major weaknesses in such internal control system. 5. In our opinion and according to the information and explanations given to us, there were no contracts or arrangements, particulars of which needed to be entered in the register maintained under section 301 of the Companies Act, 1956 and hence provisions of paragraph 4(v)(b) of the said Order relating to reasonableness of price having regard to prevailing market price is not applicable to the Company. 6. According to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are applicable. 7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. 8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. 9. According to information and explanations given to us, in respect of statutory dues: a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. As explained to us, the Company did not have any dues on account of Excise duty and Investor Education and Protection Fund. b) There were no undisputed amount payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other material statutory dues in arrears, as at 31st March 2013 for a period of more than six months from the date they became payable. c) There are no dues of Wealth Tax and Cess which have not been deposited on account of any dispute. Details of dues of Income Tax, Sales Tax, Service Tax, Customs duty and Entry Tax which have not been deposited as on 31st March 2013 by the Company on account of disputes are given below: Annexure to the Auditors’ Report (Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
  • 64. IDEA CELLULAR LIMITED 52 C K Name of the Statute Nature of Period to which Amount Forum where the Dues the amount pertains (` Mn.) dispute is pending Customs Act, 1962 Custom Duty 2003-04 7.12 Customs Excise & Service Tax Appellate Tribunal Haryana Land Development Entry Tax 2002-03 9.52 Appellate Tribunal Tax Act, 2001 Himachal Pradesh Entry Entry Tax 2010-11 to 2012-13 36.44 Asst. Excise & Taxation Tax Act, 2010 Commisioner, Shimla Karnataka Tax on Entry of Entry tax 2004-05 8.92 Karnataka High Court Goods Act, 1979 MP Entry Tax Act, 1976 Entry Tax 1998-99 to 2005-06 11.82 Commercial Tax Tribunal - Madhya Pradesh MP Entry Tax Act, 1976 Entry Tax 1998-99 to 2000-01 0.13 Asst. Commissioner, Entry Tax MP Entry Tax Act, 1976 Entry Tax 2005-06 to 2007-08, 2009-10 34.14 Madhya Pradesh High Court MP Entry Tax Act, 1976 Entry Tax 2006-07 to 2008-09, 2010-11 35.20 Deputy Commissioner (Appeals) Orissa Entry Tax Act, 1999 Entry Tax 2008-09, 2009-10 5.20 Orissa High Court The Jammu & Kashmir Entry Tax 2009-10 to 2012-13 78.77 Srinagar High Court Entry Tax on Goods Act, 2000 The Uttar Pradesh Tax on Entry Tax 2007-08 2.03 Commercial Tax Tribunal Entry of Goods Act, 2000 The Uttar Pradesh Tax on Entry Tax 1999-00 to 2003-04, 5.88 Allahabad High Court Entry of Goods Act, 2000 2005-06, 2006-07 The Uttar Pradesh Tax on Entry Tax 2004-05 2.08 Joint Commissioner (Appeals) Entry of Goods Act, 2000 The Uttar Pradesh Tax on Entry Tax 2007-08 6.45 Trade Tax Tribunal Entry of Goods Act, 2000 Uttar Pradesh Trade Tax Act, 1948 Entry Tax 2005-06 0.30 Deputy Commisioner DC-12 Uttar Pradesh Trade Tax Act, 1948 Entry Tax 2001-02 to 2003-04 0.57 Uttarakhand High Court (UTTRAKHAND AMENDEMENT) Income Tax Act, 1961 Income Tax 2004-05 to 2009-10 12.54 Income Tax Appellate Tribunal Income Tax Act, 1961 Income Tax 2002-03, 2003-04, 15,841.60 Commissioner of Income Tax 2004-05 to 2012-13 (Appeals) Income Tax Act, 1961 Income Tax 2003-04 3.08 CIT Appeals Income Tax Act, 1961 Income Tax 2007-08 to 2009-10 0.32 Gujarat High Court Income Tax Act, 1961 Income Tax 2002-03 to 2005-06 4.15 Karnataka High Court Income Tax Act, 1961 Income Tax 2007-08, 2008-09 11.37 Assistant Commissioner of Income Tax (TDS) Income Tax Act, 1961 Income Tax 2007-08, 2008-09 0.09 Income Tax Officer - TDS Delhi Sales Tax Act, 1975 Sales Tax 2003-04, 2004-05 89.21 Additional Commissioner (Appeals) Delhi Value Added Tax Act, 2004 Sales Tax 2007-08 14.05 Delhi Value Added Tax Appellate Tribunal Gujarat Sales Tax Act, 1969 Sales Tax 1998-99 to 2001-02 7.04 Sales Tax Appellate Tribunal Gujarat Sales Tax Act, 1969 Sales Tax Apr-06 to Dec-06 0.83 Sales Tax Officer Kerala Sales Tax Act, 1963 Sales Tax 1997-98, 2000-01 0.20 Sales Tax Appellate Tribunal Kerala Sales Tax Act, 1963 Sales Tax 1998-99 0.06 Deputy Commissioner, Sales Tax Madhya Pradesh Commercial Sales Tax 2000-01 0.31 CG Appellate Board Tax Act, 1994 Madhya Pradesh Commercial Sales Tax 2003-04 to 2005-06, 18.49 Commercial Tax Tribunal - Tax Act, 1994 2007-08 Madhya Pradesh Madhya Pradesh Commercial Sales Tax 2008-09 to 2010-11 9.51 Deputy Commissioner (Appeals) Tax Act, 1994 Punjab VAT Act, 2005 Sales Tax 2006-07, 2007-08 61.56 Asst. Excise & Taxation Commissioner, Chandigarh The Bihar Value Added Tax Act, 2005 Sales Tax 2008-09 2.32 Commercial Tax Tribunal The Jammu & Kashmir General Sales Tax 2009-10 to 2012-13 111.24 Srinagar High Court Sales Tax Act, 1962
  • 65. Annual Report 2012-13 53 C K Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2005-06, 2008-09, 2009-10 0.59 Joint Commissioner (Appeals) Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2007-08 0.58 Trade Tax Tribunal Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2007-08 2.73 Allahabad High Court Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2012-13 2.77 Assessing Officer, Joint Commissioner Uttar Pradesh Trade Tax Act, 1948 Sales Tax Nov-06 to Mar-07 0.93 Joint Commissioner (Appeals) (UTTRAKHAND AMENDEMENT) Uttar Pradesh Value Added Act, 2008 Sales Tax 2007-08 to 2009-10, 2012-13 21.26 Commercial Tax Tribunal Bench II Lucknow Uttar Pradesh Value Added Act, 2008 Sales Tax 2011-12 4.61 Additional Commissioner (Appeals) Finance Act, 1994 Service Tax 2004-05, 2005-06, 2006-07, 1,295.39 Customs Excise & Service (Service Tax provisions) 2007-08, 2008-09, Tax Appellate Tribunal Oct-08 To Feb-10 Finance Act, 1994 Service Tax 2004-Upto Dec-08 53.70 Commissioner Service Tax (Service Tax provisions) Finance Act, 1994 Service Tax 2005-06, 2006-07, 8.19 Commissioner of Central Excise (Service Tax provisions) Oct-06 to Sep-07 (Appeals) Finance Act, 1994 Service Tax Oct-98 to Mar-99, 2.98 Punjab & Haryana High Court (Service Tax provisions) Apr-02 to Sep-02 Finance Act, 1994 Service Tax 2004-05, Apr-05 to Sep-05 2.44 Commissioner of Service Tax (Service Tax provisions) Name of the Statute Nature of Period to which Amount Forum where the Dues the amount pertains (` Mn) dispute is pending 10. The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses in the financial year and in the immediately preceding financial year. 11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders. 12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of paragraph 4(xiii) of the said Order are not applicable to the Company. 14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. 15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of paragraph 4 (xv) of the said Order are not applicable to the Company. 16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application. 17. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short term basis amounting to ` 20,766.26 Mn. have been used for long term investment. 18. According to information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. 19. According to information and explanations given to us, during the year covered by our audit report, the Company had issued 1,000 debentures of ` 10 Mn. each. The Company has created security in respect of the debentures issued. 20. According to information and explanations given to us, during the year covered by our audit report, the Company has not raised any money by public issue. 21. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year other than few cases of unauthorised services utilised by external parties valued at ` 13.13 Mn. (Approx) detected and appropriately dealt with by the Management. For Deloitte Haskins & Sells Chartered Accountants (Registration No. 117 366W) Khurshed Pastakia Partner (Membership No: 31544) Place : Mumbai Date : April 25, 2013
  • 66. IDEA CELLULAR LIMITED 54 C K Balance Sheet as at March 31, 2013 ` Mn Particulars Note As at As at March 31, 2013 March 31, 2012 EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 3 33,143.22 33,088.45 Reserves and Surplus 4 107,055.79 96,256.93 140,199.01 129,345.38 Non-Current Liabilities Long-Term Borrowings 5 105,743.96 86,121.56 Deferred Tax Liabilities (Net) 6 10,231.17 5,527.39 Other Long-Term Liabilities 7 8,266.48 6,264.38 Long-Term Provisions 8 2,018.86 1,389.63 126,260.47 99,302.96 Current Liabilities Short-Term Borrowings 9 7,050.38 15,260.14 Trade Payables (includes amount referred in Note 41 & 44) 24,315.89 20,964.91 Other Current Liabilities 10 45,201.05 44,903.86 Short-Term Provisions 11 1,239.69 63.28 77,807.01 81,192.19 TOTAL 344,266.49 309,840.53 ASSETS Non-Current Assets Fixed Assets Tangible Assets 12 176,859.46 168,938.26 Intangible Assets 12 82,526.00 68,494.31 Capital Work-in-Progress 12 8,434.25 6,332.73 Non-Current Investments 13 16,377.07 16,368.07 Long-Term Loans and Advances 14 30,018.68 25,824.03 314,215.46 285,957.40 Current Assets Current Investments 15 9,296.00 - Inventories 16 545.10 529.39 Trade Receivables 17 9,156.79 8,075.54 Cash and Bank Balances 18 1,157.36 1,341.90 Short-Term Loans and Advances 19 9,887.34 13,918.62 Other Current Assets 20 8.44 17.68 30,051.03 23,883.13 TOTAL 344,266.49 309,840.53 Significant Accounting Policies 2 - The accompanying notes are an integral part of the Financial Statements In terms of our report attached For Deloitte Haskins & Sells For and on behalf of the Board Chartered Accountants Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania Partner Director Director Managing Director Membership No.: 31544 Place : Mumbai Akshaya Moondra Pankaj Kapdeo Date : April 25, 2013 Chief Financial Officer Company Secretary
  • 67. Annual Report 2012-13 55 C K Statement of Profit and Loss for the year ended March 31, 2013 ` Mn Particulars Note For the year ended For the year ended March 31, 2013 March 31, 2012 INCOME Service Revenue 220,434.35 192,753.18 Other Income 21 434.39 470.15 TOTAL 220,868.74 193,223.33 OPERATING EXPENDITURE Personnel Expenditure 22 10,038.30 8,588.27 Network Expenses and IT Outsourcing Cost 23 63,551.95 56,592.56 License Fees and WPC Charges 24 24,752.50 23,231.83 Roaming & Access Charges 25 40,145.27 32,798.75 Subscriber Acquisition & Servicing Expenditure 26 21,324.32 20,540.75 Advertisement and Business Promotion Expenditure 4,535.61 4,210.76 Administration & Other Expenses 27 4,956.29 4,132.04 169,304.24 150,094.96 PROFIT BEFORE FINANCE CHARGES, DEPRECIATION, AMORTISATION & TAXES 51,564.50 43,128.37 Finance & Treasury Charges (Net) 28 8,134.55 9,078.04 Depreciation 12 25,383.58 20,194.55 Amortisation of Intangible Assets 12 5,159.99 5,433.16 PROFIT BEFORE TAX 12,886.38 8,422.62 Provision for Taxation - Current 2,737.36 1,808.11 - Deferred 4,703.79 2,657.24 - MAT Credit (2,737.36) (1,808.11) PROFIT AFTER TAX 8,182.59 5,765.38 Earnings Per Share of ` 10 each fully paid up (in `) 48 Basic 2.47 1.74 Diluted 2.47 1.74 Significant Accounting Policies 2 The accompanying notes are an integral part of the Financial Statements In terms of our report attached For Deloitte Haskins & Sells For and on behalf of the Board Chartered Accountants Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania Partner Director Director Managing Director Membership No.: 31544 Place : Mumbai Akshaya Moondra Pankaj Kapdeo Date : April 25, 2013 Chief Financial Officer Company Secretary
  • 68. IDEA CELLULAR LIMITED 56 C K Notes forming part of the Financial Statements 1. CORPORATE INFORMATION Idea Cellular Limited (‘the Company’), an Aditya Birla Group company, is one of the leading national telecom service providers in India. The Company is engaged in the business of Mobility and Long Distance services. 2. SIGNIFICANT ACCOUNTING POLICIES a) Basis of Preparation of Financial Statements: The Financial Statements have been prepared under the historical cost convention on accrual basis, mandatory applicable accounting standards in India and the provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or non-current as per the operating cycle criteria set out in the Revised Schedule VI to the Companies Act, 1956, issued in 2011. b) Fixed Assets: Fixed assets are stated at cost of acquisition and installation less accumulated depreciation. Cost is inclusive of freight, duties, levies and any directly attributable cost of bringing the assets to their working condition for intended use. Asset retirement obligations are capitalized based on a constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. Such costs are depreciated over the remaining useful life of the asset. c) Expenditure during pre-operative period of license: Expenses incurred on project and other charges during construction period are included under pre-operative expenditure (grouped under Capital Work in Progress) and are allocated to the cost of Fixed Assets on the commencement of commercial operations. d) Depreciation and Amortisation: Depreciation on fixed assets is provided on straight- line method (except stated otherwise) on pro-rata basis on their estimated useful economic lives as given below:- Tangible Assets Years Buildings 9 to 30 Network Equipments 10 to 13 Optical Fibre 15 Other Plant and Machineries 5 Office Equipments 3 to 5 Computers 3 Furniture and Fixtures 3 to 10 Motor Vehicles upto 5 Leasehold Improvements Period of Lease Leasehold Land Period of Lease Intangible Assets are amortised on straight-line method as under:- i) Cost of Rights, Licences including the fees paid on fixed basis prior to revenue share regime and Spectrum fee is amortised on straight-line method on commencement of operations over the validity period. ii) Software, which is not an integral part of hardware, is treated as an intangible asset and is amortized over its useful economic life as estimated by the management between 3 to 5 years. iii) Bandwidth / Fibre taken on Indefeasible Right of Use (IRU) is amortised over the agreement period. Assets costing upto ` 5,000/- are depreciated fully in the month of purchase. e) Inventories: Inventories are valued at cost or net realisable value, whichever is lower. Cost is determined on weighted average basis. f) Foreign Currency Transactions, Forward Contracts & Other Derivatives: i) Foreign Currency Transactions - Transactions in foreign currency are recorded at the exchange rates prevailing at the date of the transactions. As per the transitional provisions given in the notification issued by Ministry of Corporate Affairs dated March 31, 2009, the company has opted for the option of adjusting the exchange difference on long term foreign currency monetary items to the cost of the assets acquired out of these foreign currency monetary items. The company has aligned its accounting policy based on this notification and its further amendment. Exchange difference arising out of fluctuation in exchange rates on settlement / period end is accounted based on the nature of transaction as under: – Short term foreign currency monetary assets and liabilities: recognised in the Statement of Profit and Loss. - Long term foreign currency monetary liabilities used for acquisition of fixed assets: adjusted to the cost of the fixed assets and amortised over the remaining useful life of the asset. - Other Long term foreign currency monetary liabilities: recognised in “Foreign Currency Monetary Item Translation Difference Account” and amortised over the period of liability not exceeding March 31, 2020.
  • 69. Annual Report 2012-13 57 C K ii) Forward Contracts & Other Derivatives - Premium / discount amount on forward contract is amortised on period basis related to the contract it pertains to. Profit or loss arising on cancellation of forward exchange contract is recognised in the period in which the contract is cancelled. Derivative contracts not covered under Accounting Standard 11 “The Effects of Changes in Foreign Exchange Rates”, entered for hedging foreign currency fluctuations and interest rate risk are marked to market at each reporting date. Loss, if any, on such valuation is recognised in the Statement of Profit & Loss in that period and gains, if any, are not recognised as per the principle of prudence enunciated in Accounting Standard 1, “Disclosure of Accounting Policies”. g) Taxation: i) Current Tax: Provision for current income tax is made on the taxable income using the applicable tax rates and tax laws. Advance Income Tax and Provision for Current Tax is disclosed in the balance sheet at net as these are settled on net basis. ii) Deferred Tax: Deferred tax arising on account of timing differences and which are capable of reversal in one or more subsequent periods is recognised using the tax rates and tax laws that have been enacted or substantively enacted. Deferred tax assets are not recognised unless there is virtual certainty with respect to the reversal of the same in future years. iii) Minimum Alternate Tax (MAT) credit: MAT is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in the Guidance Note issued by the ICAI, the said asset is created by way of a credit to the Statement of Profit and Loss and is shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period. h) Retirement Benefits: Contributions to Provident and Pension funds are funded with the appropriate authorities and charged to the Statement of Profit and Loss. Contributions to Superannuation are funded with the Life Insurance Corporation of India and charged to the Statement of Profit and Loss. Liability for Gratuity as at the year end is provided on the basis of actuarial valuation and funded with the Life Insurance Corporation of India. Provision in accounts for leave benefits to employees is based on actuarial valuation done by projected accrued benefit method at the period end. i) Revenue Recognition and Receivables: Revenue on account of telephony services (mobile & long distance) and sale of handsets and related accessories is recognized net of rebates, discount, service tax, etc. on rendering of services and supply of goods respectively. Recharge fees on recharge vouchers is recognized as revenue as and when the recharge voucher is activated by the subscriber. Service income from passive infrastructure is recognized on accrual basis (net of reimbursements) as per the contractual terms on straight line method over the contract period. Unbilled receivables, represent revenues recognized from the bill cycle date to the end of each month. These are billed in subsequent periods as per the agreed terms. Debts (net of security deposits outstanding there against) due from subscribers, which remain unpaid for more than 90 days from the date of bill and/or other debts which are otherwise considered doubtful, are provided for. Provision for doubtful debts on account of interconnect usage charges (IUC), roaming charges and passive infrastructure sharing from other telecom operators is made for dues outstanding more than 180 days from the date of billing other than cases when an amount is payable to that operator or in specific case when management is of the view that the amount is recoverable. j) Investments: Current Investments are stated at lower of cost or fair value in respect of each separate investment. Long-term investments are stated at cost less provision for diminution in value other than temporary, if any. k) Borrowing Cost: Interest and other costs incurred in connection with the borrowing of the funds are charged to revenue on accrual basis except those borrowing costs which are directly attributable to the acquisition or construction of those fixed assets, which necessarily take a substantial period of time to get ready for their intended use. Such costs are capitalized with the fixed assets. l) License Fees – Revenue Share: With effect from August 1, 1999 the variable Licence fee computed at prescribed rates of revenue share is Notes forming part of the Financial Statements
  • 70. IDEA CELLULAR LIMITED 58 C K being charged to the Statement of Profit and Loss in the period in which the related revenue arises. Revenue for this purpose comprises adjusted gross revenue as per the licence agreement of the licence area to which the licence pertains. m) Use of Estimate: The preparation of financial statements in conformity with generally accepted accounting principles require estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Differences between actual results and estimates are recognised in the periods in which the results are known / materialise. n) Leases: i) Operating: Lease of assets under which significant risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under an operating lease are recognised as expense in the Statement of Profit and Loss, on a straight-line or other systematic basis over the lease term. ii) Finance: Leased assets acquired on which significant risks and rewards of ownership effectively transferred to the Company are capitalised at lower of fair value or the amounts paid under such lease arrangements. Such assets are amortised over the period of lease or estimated life of such assets whichever is less. o) Earnings Per Share: The earnings considered in ascertaining the Company’s EPS comprise of the net profit after tax, after reducing dividend on Cumulative Preference Shares for the period (irrespective of whether declared, paid or not), as per Accounting Standard 20 on “Earnings Per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive. p) Impairment of Assets: Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in accordance with Accounting Standard- 28 “Impairment of Assets”, for the amount by which the asset’s carrying amount exceeds its recoverable amount as on the carrying date. The recoverable amount is higher of the asset’s fair value less costs to sell vis-à-vis value in use. For the purpose of impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. q) Provisions & Contingent Liability: Provisions are recognized when the Company has a present obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. A contingent liability is disclosed where there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. r) Issue Expenditure: Expenses incurred in connection with issue of equity shares are adjusted against share premium. s) Employee Stock Option: In respect of stock options granted pursuant to the company’s Employee Stock Option Scheme, the intrinsic value of the option is treated as discount and accounted as employee compensation cost over the vesting period. In respect of re-pricing of existing stock option, the incremental intrinsic value of the option is accounted for as employee cost over the remaining vesting period. Notes forming part of the Financial Statements
  • 71. Annual Report 2012-13 59 C K Notes forming part of the Financial Statements 3 SHARE CAPITAL a) Authorised, Issued, Subscribed and Paid-up Share Capital: Particulars As at March 31, 2013 As at March 31, 2012 Numbers ` Mn Numbers ` Mn Authorised Equity Shares of `10 each 6,775,000,000 67,750.00 6,775,000,000 67,750.00 Redeemable Cumulative Non-Convertible Preference Shares of `10 Mn. each 1,500 15,000.00 1,500 15,000.00 6,775,001,500 82,750.00 6,775,001,500 82,750.00 Issued, Subscribed and Paid-Up Equity Share Capital Equity Shares of `10 each fully Paid-up 3,314,321,766 33,143.22 3,308,845,110 33,088.45 Total 3,314,321,766 33,143.22 3,308,845,110 33,088.45 (i) Out of the above, 199,153,469 Equity Shares are allotted as fully paid up under the Scheme of amalgamation of Spice Communications Limited without payments being received in cash. b) Reconciliation of the number of Shares outstanding: Particulars As at March 31, 2013 As at March 31, 2012 Numbers ` Mn Numbers ` Mn Equity shares outstanding at the beginning of the year 3,308,845,110 33,088.45 3,303,271,505 33,032.72 Equity shares allotted pursuant to exercise of ESOP 5,476,656 54.77 5,573,605 55.73 Equity shares outstanding at the end of the year 3,314,321,766 33,143.22 3,308,845,110 33,088.45 c) Rights attached to Equity Shareholders: The Company has only one class of equity shares having par value of ` 10 per share. Each holder of equity shares is entitiled to one vote per share. d) Shareholders’ holding more than 5% shares of the Company: Name of Shareholder Class of Shares As at March 31, 2013 As at March 31, 2012 Numbers %age Numbers %age Aditya Birla Nuvo Limited Equity Shares 837,526,221 25.27% 837,526,221 25.31% Birla TMT Holdings Private Limited Equity Shares 283,565,373 8.56% 283,565,373 8.57% Grasim Industries Limited Equity Shares 171,013,894 5.16% 171,013,894 5.17% Hindalco Industries Limited Equity Shares 228,340,226 6.89% 228,340,226 6.90% P5 Asia Investments (Mauritius) Limited Equity Shares 330,000,000 9.96% 330,000,000 9.97% Axiata Investments 2 (India) Limited Equity Shares 195,427,333 5.90% 195,427,333 5.91% TMI Mauritius Limited Equity Shares 464,734,670 14.02% 464,734,670 14.05%
  • 72. IDEA CELLULAR LIMITED 60 C K ` Mn Particulars As at As at March 31, 2013 March 31, 2012 4 RESERVES AND SURPLUS a) Debenture Redemption Reserve Balance at the beginning of the year - - Add: Transfer from Statement of Profit and Loss 93.15 - Balance at the end of the year 93.15 - b) Securities Premium Account Balance at the beginning of the year 64,796.63 64,450.77 Add: Premium on issue of shares under ESOS scheme 329.04 345.86 Add: Cost of licenses impaired earlier and debited to securities premium now adjusted against new spectrum taken in auction (Refer Note 29) 3,585.80 - Balance at the end of the year 68,711.47 64,796.63 c) Outstanding Employee Stock Options Balance at the beginning of the year 349.48 478.09 Add: Charge for the year (Refer Note 42) 0.32 35.88 Less: Transfer to Securities Premium Account on exercise of Options 135.61 164.49 Balance at the end of the year 214.19 349.48 d) Reserve for Business Restructuring Balance at the beginning of the year 168.67 168.67 Less: Transfer to General Reserve 168.67 - Balance at the end of the year - 168.67 e) General Reserve Balance at the beginning of the year 20,694.54 20,694.54 Add: Transfer from Reserve for Business Restructuring 168.67 - Balance at the end of the year 20,863.21 20,694.54 f) Surplus in Statement of Profit and Loss Balance at the beginning of the year 10,247.61 4,482.23 Add: Profit during the year 8,182.59 5,765.38 Less: Transfer to Debenture Redemption Reserve 93.15 - Less: Proposed Dividend 994.30 - Less: Dividend Distribution Tax on Proposed Dividend 168.98 - Balance at the end of the year 17,173.77 10,247.61 Total 107,055.79 96,256.93 Notes forming part of the Financial Statements e) Share Options granted under the Employee Stock Option Scheme: Under the Employee Stock Option Scheme (“ESOS 2006”), the Company has granted options to its eligible employees. Each option when exercised would be converted into one fully paid-up equity share of ` 10 of the Company. Options granted under the ESOS 2006 carry no rights to dividends and no voting rights till the date of exercise. As at the end of financial year reporting date, details of outstanding options are as follows: Particulars As at March 31, 2013 As at March 31, 2012 No. of Options No. of Options Options outstanding at the beginning of the year 18,471,360 24,516,925 Options granted during the year - - Options forfeited / lapsed during the year 237,124 471,960 Options exercised during the year 5,476,656 5,573,605 Options outstanding at the end of the year 12,757,580 18,471,360 Weighted average exercise price of outstanding options (Amount in `) 50.44 49.04
  • 73. Annual Report 2012-13 61 C K a) Secured Loans are covered by: Term Loans including current maturities are secured by way of first charge / assignment ranking pari-passu interse the lenders, as under: i. First charge on all the movable and immovable properties of the Company respectively, ii. First charge over all intangible assets (excluding Telecom Licenses) of the Company, iii. Assignment of the rights, titles and interest, on deposits, investments, bank accounts, book debts, insurance covers, other general assets, letters of credit and guarantees, provided in favour of the Company. Out of the above Loan, Foreign Currency Loan amounting to ` 56,110.84 Mn. (Previous year ` 43,698.74 Mn.) and Rupee Loan amounting to ` 9,590.46 Mn. (Previous year ` 21,506.08 Mn.) additionally have pledge on 60% shareholding of Indus Towers Limited held by wholly owned subsidiary. Further Foreign Currency Loan amounting to ` 7,010.50 Mn. (Previous year ` 8,660.71 Mn.) & Rupee Loan amounting to ` 9,590.46 Mn. (Previous year ` 21,506.08 Mn.) included above, have additional security as first priority charge over Telecom Licenses also. NCD amounting to ` 6,260.00 Mn. have pari passu charge only on the tangible fixed assets of the Company. Vehicle Loans including current maturities is secured by hypothecation of Vehicles against which the loans have been taken. b) Repayment Terms of outstanding Long Term Borrowings (excluding current maturities) as on March 31, 2013: Repayment Terms for Secured Foreign Currency Borrowings Facility 1 (` 770.81 Mn.) - Balance amount is repayable in August, 2014 Notes forming part of the Financial Statements 5 LONG TERM BORROWINGS SECURED LOANS 626 (Previous year Nil) 9.45% Redeemable Non Convertible Debentures (NCD) of ` 10 Mn. each 6,260.00 - (The Company has re-purchased 374 NCDs of ` 10 Mn. each, at par, aggregating to ` 3,740 Mn. with an option to re-issue the same in future) Term Loans Foreign Currency Loan - From Banks 770.57 1,857.22 - From Others 48,507.17 36,882.16 Rupee Loan - From Banks 20,522.49 26,826.39 - From Others 3,000.00 5,075.82 Vehicle Loan from Banks 266.61 234.46 Total 79,326.84 70,876.05 UNSECURED LOANS Term Loans Foreign Currency Loan - From Banks 13,103.14 15,245.51 Deferred Payment Liabilities towards Spectrum 13,313.98 - 26,417.12 15,245.51 Total 105,743.96 86,121.56 ` Mn Particulars As at As at March 31, 2013 March 31, 2012
  • 74. IDEA CELLULAR LIMITED 62 C K Notes forming part of the Financial Statements Facility 2 (` 10,910.07 Mn.) - Tranche 1 - Balance amount is repayable in 11 equal half yearly installments starting September, 2014 Tranche 2 - Balance amount is repayable in 14 equal half yearly installments starting August, 2014 Facility 3 (` 7,060.86 Mn.) - Balance amount is repayable in 15 equal half yearly installments starting June, 2014 Facility 4 (` 2,722.15 Mn.) - Balance amount is repayable in 19 equal half yearly installments starting April, 2014 Facility 5 (` 8,392.50 Mn.) - Tranche 1 - Balance amount is repayable in 12 equal half yearly installments starting April, 2014 Tranche 2 - Balance amount is repayable in 2 equal half yearly installments starting April, 2020 Facility 6 (` 6,732.26 Mn.) - Balance amount is repayable in 15 equal half yearly installments starting May, 2014 Facility 7 (` 7,497.36 Mn.) - Tranche 1 - 17 equal half yearly installments starting July, 2014 Tranche 2 - 15 equal half yearly installments starting July, 2014 Facility 8 (` 5,191.74 Mn.) - Balance amount is repayable as follows: 1) 5 equal quarterly installments of 1.25% each of the total drawn amount starting April, 2014 2) 16 equal quarterly installments of 4.13% each of the total drawn amount starting July, 2015 3) 4 equal quarterly installments of 4.75% each of the total drawn amount starting July, 2019 Repayment Terms for Secured INR Borrowings Facility 1 (` 9,122.49 Mn.) - Balance amount is repayable as follows: 1) 4 equal quarterly installments of 6.25% each of the total drawn amount starting April, 2014 2) 4 equal quarterly installments of 5.00% each of the total drawn amount starting April, 2015 Facility 2 (` 14,400.00 Mn.) - Balance amount is repayable as follows: 1) 4 equal quarterly installments of ` 400 Mn. each starting June, 2014 2) 4 equal quarterly installments of ` 800 Mn. each starting June, 2015 3) 8 equal quarterly installments of ` 1,200 Mn. each starting June, 2016 NCDs (` 6,260.00 Mn.) - Repayable in October, 2019 Vehicles Loans are repayable in equal monthly installments over the term of the loan ranging from 2 to 4 years Repayment Terms for Unsecured Foreign Currency Borrowings Facility 1 (` 6,762.30 Mn.) - 5 years from drawdown date ending October 4, 2015 Facility 2 (` 1,185.43 Mn.) - Balance amount is repayable in February, 2015 Facility 3 (` 5,155.41 Mn.) - Balance amount is repayable as follows: 1) 20% of total drawdown is repayable in June, 2014 2) 60% of total drawdown is repayable in June, 2018 Deferred Payment Liability towards Spectrum is repayable in 10 equated annual installments starting December, 2015. c) Summary of Repayment terms: ` Mn Particulars Loan repayable in 1 to 2 years 2 to 5 years After 5 years Secured 14,148.82 38,378.49 26,799.54 Unsecured 2,424.79 10,756.49 13,235.84
  • 75. Annual Report 2012-13 63 C K ` Mn Particulars As at As at March 31, 2013 March 31, 2012 6 DEFERRED TAX LIABILITIES Major components of Deferred Tax are: a) Deferred Tax Liability: Depreciation & Amortisation 18,254.37 14,954.94 Total Deferred Tax Liability (A) 18,254.37 14,954.94 b) Deferred Tax Asset: Provision for Doubtful Debts 1,246.75 933.37 Expenses allowable on Payment Basis 785.71 565.56 Brought Forward losses 5,928.67 7,865.10 Others 62.07 63.52 Total Deferred Tax Asset (B) 8,023.20 9,427.55 Net Deferred Tax Liability (A - B) 10,231.17 5,527.39 7 OTHER LONG TERM LIABILITIES a) Trade Payables 2,925.73 2,320.35 b) Capex Creditors 48.38 77.85 c) Unearned Income 2,950.92 2,120.88 d) Deposits from Customers and Others 1,904.60 1,745.30 e) Interest accrued but not due 436.85 - Total 8,266.48 6,264.38 8 LONG TERM PROVISIONS a) Gratuity (Refer Note 42) 732.69 263.02 b) Leave Encashment 865.72 687.41 c) Asset Retirement Obligation (Refer Note 49) 420.45 439.20 Total 2,018.86 1,389.63 Notes forming part of the Financial Statements
  • 76. IDEA CELLULAR LIMITED 64 C K ` Mn Particulars As at As at March 31, 2013 March 31, 2012 9 SHORT TERM BORROWINGS a) SECURED LOANS Short Term Loan from Banks - 7,065.33 b) UNSECURED LOANS Short Term Loan - from Banks 2.12 248.19 - from Others (includes amount referred in Note 44) 2,793.87 500.00 Buyers Credit in Foreign Currency from Banks 4,254.39 6,446.62 Commercial Papers from Banks - 1,000.00 Total 7,050.38 15,260.14 10 OTHER CURRENT LIABILITIES a) Current Maturities of Long Term Debt 16,687.12 19,574.83 b) Interest accrued but not due on Borrowings 913.28 653.22 c) Advance from Customers and Unearned Income 9,608.39 9,143.16 d) Capex Creditors 10,302.60 8,738.85 e) Book Bank Overdraft 174.98 334.29 f) Taxes and Other Liabilities 7,514.68 6,459.51 Total 45,201.05 44,903.86 11 SHORT TERM PROVISIONS a) Leave Encashment 76.41 63.28 b) Proposed Dividend 994.30 - c) Dividend Distribution Tax on Proposed Dividend 168.98 - Total 1,239.69 63.28 Notes forming part of the Financial Statements
  • 77. Annual Report 2012-13 65 C K NotesformingpartoftheFinancialStatements 12.FIXEDASSETS A-TANGIBLEASSETS`Mn GrossBlockAccumulatedDepreciationNetBlock ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsatAsat April1,2012fortheAdjustmentsMarch31,2013April1,2012fortheAdjustmentsMarch31,2013March31,2013March31,2012 yearendedfortheyearendedforthe March31,2013yearendedMarch31,2013yearended March31,2013March31,2013 FreeholdLand92.53--92.53----92.5392.53 LeaseholdLand193.780.74-194.5277.9312.34-90.27104.25115.85 Buildings1,450.881.07-1,451.95458.6260.03-518.65933.30992.26 Plant&Machinery256,169.2433,068.35857.24288,380.3589,647.9224,776.62654.00113,770.54174,609.81166,521.32 Furniture&Fixtures1,581.4441.163.971,618.631,032.27160.803.161,189.91428.72549.17 OfficeEquipment3,476.90128.5278.813,526.613,221.27147.7377.703,291.30235.31255.63 Vehicles1,064.67288.65120.811,232.51653.17226.06102.26776.97455.54411.50 TOTAL264,029.4433,528.491,060.83296,497.1095,091.1825,383.58837.12119,637.64176,859.46168,938.26 Notes: 1.Plant&Machineryincludesassetsheldfordisposal-GrossBlock`243.76Mn.(Previousyear`66.09Mn.)andNetBlock`24.61Mn.(Previousyear`1.29Mn.). 2.Plant&MachineryincludesGrossBlockofassetscapitalisedunderfinancelease`10,470.14Mn.(Previousyear`7,046.64Mn.)andcorrespondingAccumulatedDepreciationbeing`6,584.01Mn. (Previousyear`4,664.16Mn.). 3.Exchangelossamountingto`4,120.31Mn.(Previousyearexchangeloss`5,635.25Mn.)capitalisedaspertransitionalprovisionsofnotificationunderAS-11,issuedbytheMinistryofCorporate Affairs. 4.Depreciationchargefortheyearincludesaccelerateddepreciationof`170.21Mn.duetochangeinestimatedusefullifeofcertainfixedassets. B-INTANGIBLEASSETS`Mn GrossBlockAccumulatedAmortisationNetBlock ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsatAsat April1,fortheAdjustmentsMarch31,2013April1,2012fortheAdjustmentsMarch31,2013March31,2013March31,2012 2012yearendedfortheyearendedforthe March31,2013yearendedMarch31,2013yearended March31,2013March31,2013 Entry/LicenseFees&Spectrum86,126.1720,373.103,260.10103,239.1723,860.094,120.63-27,980.7275,258.4562,266.08 Computer-Software4,663.92189.331.584,851.673,445.20634.771.584,078.39773.281,218.72 Bandwidth5,503.581,890.180.837,392.93494.07404.59-898.666,494.275,009.51 TOTAL96,293.6722,452.613,262.51115,483.7727,799.365,159.991.5832,957.7782,526.0068,494.31 GrandTotal360,323.1155,981.104,323.34411,980.87122,890.5430,543.57838.70152,595.41259,385.46237,432.57 Notes: 1.Computer-SoftwareincludeGrossBlockofassetscapitalisedunderfinancelease`2,151.48Mn.(Previousyear`1,965.26Mn.)andcorrespondingAccumulatedAmortisationbeing`1,763.99Mn. (Previousyear`1,311.98Mn). 2.TheremainingamortisationperiodofLicense/SpectrumfeesasatMarch31,2013rangesbetween4to19yearsbasedontherespectiveTelecomServiceLicenseperiod. CapitalWorkinProgress(Netofimpairmentprovisionof`4,844.60Mn.)8,434.256,332.73
  • 78. IDEA CELLULAR LIMITED 66 C K NotesformingpartoftheFinancialStatements 12.FIXEDASSETS C-TANGIBLEASSETS`Mn GrossBlockAccumulatedDepreciationNetBlock ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsat April1,2011fortheAdjustmentsMarch31,2012April1,2011fortheAdjustmentsMarch31,2012March31,2012 yearendedfortheyearendedforthe March31,2012yearendedMarch31,2012yearended March31,2012March31,2012 FreeholdLand92.53--92.53----92.53 LeaseholdLand193.340.44-193.7865.7312.20-77.93115.85 Buildings1,427.9022.98-1,450.88397.0861.54-458.62992.26 Plant&Machinery210,806.8545,980.86618.47256,169.2470,736.5619,525.91614.5589,647.92166,521.32 Furniture&Fixtures1,467.50123.409.461,581.44879.41161.578.711,032.27549.17 OfficeEquipment3,353.84178.3855.323,476.903,048.88227.4755.083,221.27255.63 Vehicles901.80309.46146.591,064.67577.43205.86130.12653.17411.50 TOTAL218,243.7646,615.52829.84264,029.4475,705.0920,194.55808.4695,091.18168,938.26 D-INTANGIBLEASSETS`Mn GrossBlockAccumulatedAmortisationNetBlock ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsat April1,2011fortheAdjustmentsMarch31,2012April1,2011fortheAdjustmentsMarch31,2012March31,2012 yearendedfortheyearendedforthe March31,2012yearendedMarch31,2012yearended March31,2012March31,2012 Entry/LicenseFees65,318.2720,807.90-86,126.1719,398.594,461.50-23,860.0962,266.08 Computer-Software3,838.69825.23-4,663.922,709.90735.30-3,445.201,218.72 Bandwidth1,986.813,516.77-5,503.58257.71236.36-494.075,009.51 TOTAL71,143.7725,149.90-96,293.6722,366.205,433.16-27,799.3668,494.31 GrandTotal289,387.5371,765.42829.84360,323.1198,071.2925,627.71808.46122,890.54237,432.57
  • 79. Annual Report 2012-13 67 C K Notes forming part of the Financial Statements ` Mn Particulars As at As at March 31, 2013 March 31, 2012 13 NON CURRENT INVESTMENTS Long-Term Trade Investment (Unquoted) at Cost Investments in Shares of Subsidiaries Aditya Birla Telecom Limited 16,327.76 16,327.76 10,000,000 fully paid equity shares of ` 10 each Idea Cellular Infrastructure Services Limited 0.50 0.50 50,000 fully paid equity shares of ` 10 each Idea Mobile Commerce Services Limited 10.00 1.00 1,000,000 (Previous year 100,000) fully paid equity shares of ` 10 each Idea Cellular Services Limited 0.50 0.50 50,000 fully paid equity shares of ` 10 each Idea Telesystems Limited 38.31 38.31 50,000 fully paid equity shares of ` 10 each Total 16,377.07 16,368.07 14 LONG-TERM LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) a) Capital Advances 65.41 233.43 b) Deposits and Balances with Government Authorities 343.13 333.22 c) Deposits with Body Corporates and Others (includes amount referred in Note 45) 12,614.72 14,463.38 d) MAT Credit Entitlement 9,888.37 7,151.01 e) Advance Income Tax (Net of provision of ` 2,737.36 Mn) 2,647.05 - f) Other Loans and Advances (includes amount referred in Note 44) 4,460.00 3,642.99 Total 30,018.68 25,824.03 15 CURRENT INVESTMENTS Investment in Units of Liquid Mutual Funds (Refer Note 38) 9,296.00 - Total 9,296.00 - 16 INVENTORIES Sim and Recharge Vouchers 545.10 529.39 Total 545.10 529.39
  • 80. IDEA CELLULAR LIMITED 68 C K Notes forming part of the Financial Statements ` Mn Particulars As at As at March 31, 2013 March 31, 2012 17 TRADE RECEIVABLES a) Billed Receivables Unsecured - Considered Good Outstanding for a period exceeding six months from due date 743.96 358.42 Other Receivables 5,459.66 4,536.62 6,203.62 4,895.04 Unsecured - Considered Doubtful Outstanding for a period exceeding six months from due date 3,376.11 2,679.94 Other Receivables 291.84 196.80 3,667.95 2,876.74 Less: Provision for Doubtful Debts 3,667.95 2,876.74 6,203.62 4,895.04 Trade receivables include certain parties from whom Security Deposits of ` 266.57 Mn. (Previous year ` 204.55 Mn.) have been taken and are lying with the Company b) Unbilled Receivables 2,953.17 3,180.50 Total 9,156.79 8,075.54 18 CASH AND BANK BALANCES a) Cash and Cash Equivalents Cash on Hand 26.43 16.61 Cheques on Hand 203.30 114.17 Balances with Banks - In Current Accounts 655.28 265.02 - In Deposit Accounts 227.25 904.47 1,112.26 1,300.27 b) Other Bank Balances Margin Money with Banks 45.10 41.63 Total 1,157.36 1,341.90 19 SHORT TERM LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) a) Advance Income Tax (Net of provision of ` Nil, Previous year ` 1,808.11 Mn.) 1,402.28 2,951.52 b) Deposits with Body Corporates and Others (includes amount referred in Note 44) 1,993.27 1,990.76 c) Cenvat Credit 3,142.00 3,002.10 d) Other Loans and Advances (includes amount referred in Note 45) - Considered Good 3,349.79 5,974.24 - Considered Doubtful 589.93 586.04 3,939.72 6,560.28 Less: Provision for Doubtful Advances 589.93 586.04 3,349.79 5,974.24 Total 9,887.34 13,918.62 20 OTHER CURRENT ASSETS Interest Receivable 8.44 17.68 Total 8.44 17.68
  • 81. Annual Report 2012-13 69 C K Notes forming part of the Financial Statements ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 21 OTHER INCOME Liabilities/Provisions no longer required written back 360.00 398.84 Miscellaneous Receipts 74.39 71.31 Total 434.39 470.15 22 PERSONNEL EXPENDITURE Salaries and Allowances etc. 8,707.56 7,751.45 Contribution to Provident and Other Funds 847.11 416.89 Staff Welfare 365.57 315.03 Recruitment and Training 118.06 104.90 Total 10,038.30 8,588.27 23 NETWORK EXPENSES AND IT OUTSOURCING COST Security Service Charges 685.39 658.98 Power and Fuel 18,414.84 15,532.52 Repairs and Maintenance - Plant and Machinery 6,776.36 5,300.47 Switching & Cellsites Rent 1,499.47 1,391.22 Lease Line and Connectivity Charges 5,455.04 5,876.70 Network Insurance 104.83 85.92 Passive Infrastructure Charges 27,168.34 24,303.82 Other Network Operating Expenses 568.26 525.71 IT Outsourcing Cost 2,879.42 2,917.22 Total 63,551.95 56,592.56 24 LICENSE FEES AND WPC CHARGES License Fees 15,545.28 14,629.71 WPC and Spectrum Charges 9,207.22 8,602.12 Total 24,752.50 23,231.83 25 ROAMING & ACCESS CHARGES Roaming Charges 6,660.23 4,188.96 Access Charges 33,485.04 28,609.79 Total 40,145.27 32,798.75
  • 82. IDEA CELLULAR LIMITED 70 C K Notes forming part of the Financial Statements ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 26 SUBSCRIBER ACQUISITION & SERVICING EXPENDITURE Cost of Sim & Recharge Vouchers 1,685.16 1,897.80 Commission & Discount to Dealers 12,974.65 12,845.71 Customer Verification Expenses 1,611.91 1,403.65 Collection, Telecalling & Servicing Expenses 4,569.66 3,959.37 Customer Retention & Customer Loyalty Expenses 482.94 434.22 Total 21,324.32 20,540.75 27 ADMINISTRATION & OTHER EXPENSES Repairs and Maintenance - Building 61.11 60.45 - Others 356.72 306.19 Other Insurance 14.43 12.20 Non Network Rent 871.99 706.57 Rates and Taxes 97.81 88.52 Electricity 398.23 345.41 Printing and Stationery 79.56 82.87 Communication Expenses 90.35 99.14 Travelling and Conveyance 728.01 648.98 Provision for Bad and Doubtful Debts / Advances 795.10 519.36 Bank Charges 88.45 71.41 Directors Sitting Fees 1.25 1.24 Legal and Professional Charges 495.59 510.53 Audit Fees (Refer Note 34) 40.00 38.20 Loss/(Gain) on Sale of Fixed Assets/Asset disposed off (Net) 65.61 (30.69) Miscellaneous Expenses 772.08 671.66 Total 4,956.29 4,132.04 28 FINANCE AND TREASURY CHARGES (NET) Interest - On Fixed Period Loan (Previous year net of ` 42.24 Mn. capitalised) 7,897.34 8,252.06 - Others 258.85 238.58 Financing Charges 493.72 445.17 8,649.91 8,935.81 Less: Interest Income 125.87 104.41 Profit on Sale of Mutual Funds 574.72 246.39 Gain/(Loss) on Foreign Exchange Fluctuation (Net) (185.23) (493.03) Total 8,134.55 9,078.04
  • 83. Annual Report 2012-13 71 C K 29. The Department of Telecommunications (DoT) conducted auction for the 1800 Mhz spectrum in November 2012 as required by the Hon’ble Supreme Court’s judgment dated 2nd February 2012, quashing the licenses granted to private operators on or after 10th January 2008 pursuant to two press releases issued on 10th January 2008 and subsequent allocation of spectrum to the licensees. As the Company was impacted by the said judgment in seven operating licenses, the Company participated in the said auction and was successful in winning back the spectrum for these impacted service areas at a price of ` 19,848.80 Mn. DoT then adjusted ` 6,845.90 Mn. paid by the Company for licenses applied in 2008 and as per the payment options available as part of the auction, the Company has chosen the deferred payment option for the balance amount. DoT has issued LOI’s earmarking the spectrum won in these seven service areas and award of unified licenses. The Company has applied to DoT for the issue of new licenses in these seven service areas and paid the license fee on the basis of LOI’s. While services in these seven service areas continue, the effects provided in these financial statements for the year ended 31st March 2013 are: a) Out of the above ` 6,845.90 Mn. adjusted by DoT, - License fee amounting to ` 3,260.10 Mn. paid for the seven operational licenses has been de capitalized. - License fee amounting to ` 3,585.80 Mn. paid earlier for overlapping licenses which was impaired in FY2009-10 and set off by withdrawal of an equivalent amount from the Securities Premium Account has been credited to Securities Premium Account. b) Reversal of accumulated amortization on the seven operational licenses amounting to ` 482.30 Mn., thereby the current year amortization charge stands reduced to that extent. c) Capitalisation of the the new licenses and earmarked spectrum. 30. The Division bench of Hon’ble Delhi High Court, vide its Order dated 13th July 2012, reaffirmed amalgamation of erstwhile Spice Communications Limited (Spice) with the Company. The said order also re-vested unto the Company the telecom licenses which were transferred to and vested unto DoT pursuant to order dated 4th July 2011, passed by single Judge of Hon’ble Delhi High Court. Vide a separate order dated 13th July 2012, the said Division bench also directed the DoT to decide on transfer of licenses to the Company within a period of 3 months and dispute if any, between the Company and DoT relating to such transfer should be referred to Hon’ble TDSAT for resolution. Vide its letter dated 28th September 2012, DoT requested the Company to submit a fresh application to consider transfer of licenses, which the Company has since complied. Meanwhile the DoT made an application to the said division bench of Hon’ble Delhi High Court to extend the period of three months, which expired on 12th October 2012, by a further period of four months. The division bench of Hon’ble Delhi High Court, vide its order passed on 17th October 2012 gave further time to the DoT till 11th November 2012 to take final decision on transfer of licenses. Thereafter, DoT again filed another application, to further extend the period by three months. The said application of DoT was disposed off by Hon’ble Delhi High Court vide order dated 11th December 2012, wherein DoT was directed to convey the final decision by 5th January 2013. The final decision of the DoT in the matter is awaited. 31. Contingent Liabilities: i. DoT has issued demand notices towards one time spectrum charges - - for spectrum beyond 6.2 Mhz in respective service areas for retrospective period from 1st July 2008 to 31st December 2012, amounting to ` 3,691.30 Mn., and - for spectrum beyond 4.4 Mhz in respective service areas effective 1st January 2013 till expiry of the period as per respective licenses amounting to ` 17,443.70 Mn. In the opinion of Company, inter-alia, the above demand amounts to alteration of financial terms of the licenses issued in the past. The Company therefore, petitioned the Hon’ble High Court of Bombay, which directed DoT to respond and not to take any coercive action until next date of hearing, which is scheduled for 6th May 2013. ii. The Company has a contingent obligation to buy compulsorily convertible preference shares issued by ABTL from the holder at ` 21,548.16 Mn. (Previous year ` 20,982.50 Mn. ). iii. Other Matters - ` Mn Particulars As on As on March 31, 2013 March 31, 2012 Income Tax Matters not acknowledged as debts (see a. below) 16,807.88 1,332.16 Sales Tax Matters not acknowledged as debts (see b. below) 395.64 2,757.84 Service Tax Matters not acknowledged as debts (see c. below) 1,381.91 4,241.74 Entry Tax and Customs Matters not acknowledged as debts (see d. below) 610.65 390.19 Licensing Disputes (see e. below) 9,955.78 4,760.08 Other claims not acknowledged as debts (see f. below) 2,050.38 2,011.54 Notes forming part of the Financial Statements
  • 84. IDEA CELLULAR LIMITED 72 C K Notes forming part of the Financial Statements a. Income Tax Matters: - AppealsfiledbytheCompanyagainstthedemandsraisedbyIncomeTaxAuthoritieswhicharependingbeforeAppellate Authorities include mainly, disputes on account of incorrect disallowance of revenue share license fee, disputes on non applicability of tax deduction at source on pre-paid margin allowed to prepaid distributors & roaming settlements, disallowance of interest proportionate to interest free advances given to wholly owned subsidiaries etc. - Appeals filed for tax demand on the net value of assets and liabilities vested with the company consequent to High Court approved de-merger of telecom undertaking from its wholly owned subsidiary. b. Sales Tax: Sales Tax demands as at 31st March 2013 mainly relate to the demands raised by the VAT/Sales Tax authorities of few states on Broadband Connectivity, SIM cards etc. on which the Company has already paid Service Tax. c. Service Tax: Service Tax demands as at 31st March 2013 mainly relate to the following matters: - Interpretation issues arising out of Rule 6(3) of the Cenvat Credit Rules, 2004. - Denial of Cenvat credit related to Towers, Shelters and OFC ducts. - Disallowance of Cenvat Credit on input services viewed as not related to output service. d. Entry Tax: In certain states, Entry Tax is being demanded on receipt of material from outside the state. However, the Company has challenged the constitutional validity of the levy. e. Licensing Disputes: - 3G Intra Circle Roaming Arrangements (ICR) – The Company had entered into roaming arrangements with other operators to provide 3G services in service areas where it did not win 3G spectrum. DoT has sent notices to stop the 3G services in these service areas and also imposed penalty for providing 3G services in select service areas under roaming arrangements. The matter is currently pending before the Hon’ble High Court of Delhi. - Demands due to difference in interpretation of definition of Revenue and other license fee assessment related matters - Disputes relating to alleged non compliance of licensing conditions & other disputes with DoT, either filed by or against the Company and pending before Hon’ble Supreme Court / TDSAT. f. Other claims not acknowledged as debts: Mainly include miscellaneous disputed matters with Local Municipal Corporation, Electricity Board and others. 32. Details of Guarantees given: ` Mn Particulars As on As on March 31, 2013 March 31, 2012 Bank Guarantees given 25,832.11 21,654.62 33. Capital and other Commitments: Estimated amount of commitments as on 31st March, 2013 towards - • Contracts remaining to be executed for capital expenditure (net of advances) and not provided for are ` 17,495.40 Mn. (Previous year ` 10,467.51 Mn.) • Long term contracts remaining to be executed including early termination commitments (if any) is ` 18,076.12 Mn. (Previous year ` 7,439.13 Mn.)
  • 85. Annual Report 2012-13 73 C K Notes forming part of the Financial Statements 34. Auditors’ Remuneration (excluding Service Tax): ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Statutory Audit Fees 40.00 38.20 Certification (included in Legal and Professional Charges) 4.20 3.65 Out of Pocket Expenses (included in Misc. Expenses) 0.40 0.42 Total Remuneration 44.60 42.27 35. CIF Value of Imports: ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Capital Goods (including spares) 12,863.71 11,918.68 36. Expenditure in Foreign Currency (on Accrual basis): ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Interest and Financing Charges 2,377.55 1,749.94 Travel 2.04 3.96 Professional and Consultancy Fees 12.95 18.20 International Roaming Charges 429.22 471.82 Termination / Carriage Charges 1,635.80 1,301.78 Others 358.02 206.68 37. Earnings in Foreign Currency (on Accrual basis): ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 International Roaming Charges 902.39 874.27 Termination / Carriage Charges 2,067.87 885.44 38. Details of Current Investments: ` Mn Particulars As at March 31, 2013 As at March 31, 2012 Qty in ‘000 ` in Mn. Qty in ‘000 ` in Mn. Units Value Units Value Birla Sun Life Cash Plus - Growth - Direct Plan 20,685.23 3,883.00 - - UTI - Floating Rate STP – Growth – Direct 755.05 1,413.00 - - Religare Ultra Short Term Fund - Direct Plan - Growth 620.26 1,000.00 - - Birla Sun Life Floating Rate - Long Term - Growth - Direct Plan 14,407.99 2,000.00 - - IDFC Ultra Short Term Fund – Direct Plan - Growth 61,502.13 1,000.00 - - Total 97,970.66 9,296.00 - -
  • 86. IDEA CELLULAR LIMITED 74 C K 39. Information as per the requirement of Section 22 of The Micro, Small and Medium Enterprises Development Act, 2006: ` Mn Particulars 2012-13 2011-12 a) (i) The principal amount remaining unpaid to any supplier at the end of accounting year included in trade payables. 10.60 2.31 (ii) The interest due on above. Nil Nil The Total of (i) & (ii) 10.60 2.31 b) The amount of interest paid by the buyer in terms of section 16 of the Act. Nil Nil c) The amount of the payment made to the supplier beyond the appointed day during the accounting year Nil Nil d) The amounts of interest accrued and remaining unpaid at the end of financial year Nil Nil e) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the due date during the year) but without adding the interest specified under this Act. Nil Nil 40. Personnel Expenditure includes ` 0.32 Mn. (Previous year ` 35.88 Mn.), being the amortisation of intrinsic value of ESOPs for the year ending 31st March 2013. Had the compensation cost for the Company’s stock based compensation plan been determined as per fair value approach (calculated using Black & Scholes Option Pricing Model), the Company’s net income would be lower by ` 38.44 Mn. (Previous year ` 115.23 Mn.) and earnings per share would be as indicated below: ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Net Profit After Tax 8,182.59 5,765.38 Add: Total stock-based employee compensation expense determined under intrinsic value base method 0.32 35.88 Less: Total stock-based employee compensation expense determined under fair value base method 38.76 151.11 Adjusted Net Profit 8,144.15 5,650.15 Basic Earnings per Share (in `) - As Reported 2.47 1.74 - Adjusted 2.46 1.71 Diluted Earnings per Share (in `) - As Reported 2.47 1.74 - Adjusted 2.45 1.70 The fair value of each option is estimated on the date of grant / re-pricing based on the following assumptions: Particulars On the date of Grant On the date of Re-pricing Tranche I Tranche II Tranche III Tranche IV Tranche I Tranche II Dividend yield (%) Nil Nil Nil Nil Nil Nil Expected life 6 yrs 6 yrs 6 yrs 6 yrs 4 yrs 5 yrs 6 months 6 months 6 months 6months 6 months 9 months Risk free interest rate (%) 7.78 7.50 7.36 8.04-8.14 7.36 7.36 Volatility (%) 40.00 45.80 54.54 50.45 54.54 54.54 Notes forming part of the Financial Statements
  • 87. Annual Report 2012-13 75 C K 41. Details of Foreign Currency Exposures: A. Hedged by a Derivative Instrument: Amount in Mn Particulars As at As at March 31, 2013 March 31, 2012 Foreign Currency Loan* Foreign Currency Loan in USD^ 654.06 575.22 Vendor Finance in USD - 0.10 Foreign Currency Loan in JPY 10,626.43 15,058.36 Equivalent INR of Foreign Currency Loan 40,398.95 34,161.45 Trade Payables and Other Current Liabilities Trade Payables in USD 19.00 7.88 Interest accrued but not due on Foreign Currency Loans in USD 2.85 2.67 Interest accrued but not due on Foreign Currency Loans in JPY 18.21 27.23 Equivalent INR of Trade Payables and Other Current Liabilities 1,216.70 551.87 * Fully hedged for interest and principal repayments. ^ Includes USD 431.22 Mn. (Previous year USD 267.60 Mn.) fully hedged for principal repayments only. B. Not hedged by a Derivative Instrument or otherwise: Amount in Mn Particulars As at As at March 31, 2013 March 31, 2012 Foreign Currency Loan Foreign Currency Loan in USD 657.48 657.13 Vendor Finance in USD - 0.03 Equivalent INR of Foreign Currency Loan 35,760.06 33,617.76 Trade Payables and Other Current Liabilities Trade Payables in USD 51.85 57.02 Trade Payables in EURO 0.17 0.06 Trade Payables in GBP 0.01 - Interest accrued but not due on Foreign Currency Loans in USD 4.84 3.73 Equivalent INR of Trade Payables and Other Current Liabilities 3,095.98 3,111.83 Trade Receivables: Trade Receivables in USD 10.21 10.03 Trade Receivables in EURO 0.12 0.15 Equivalent INR of Trade Receivables in Foreign Currency 564.23 523.16 Notes forming part of the Financial Statements
  • 88. IDEA CELLULAR LIMITED 76 C K Notes forming part of the Financial Statements 42. Employee Benefits: a) Defined Benefit Plan: The Company provides for its liability towards gratuity as per the actuarial valuation. The present value of the accrued gratuity minus fund value is provided in the books of accounts. ` Mn Sr. Particulars For the year ended For the year ended No. March 31, 2013 March 31, 2012 1 Assumptions Discount Rate 8.10% 8.25% Expected return on Plan Assets 9.00% 7.50% Salary Escalation 7.00% 7.00% 2 Table showing changes in Present Value of Obligations Present Value of obligations as at beginning of year 466.98 365.36 Interest Cost 44.19 34.40 Current Service Cost 81.71 71.85 Benefits Paid (18.72) (12.64) Actuarial (Gain)/Loss on Obligations 132.46 8.01 Past Service Cost 237.90 - Present value of Obligations as at end of year 944.52 466.98 3 Table showing changes in the Fair value of Plan Assets Fair value of Plan Assets as at beginning of year 203.96 178.55 Expected return on Plan Assets 15.82 14.35 Contributions 8.81 21.11 Benefits Paid (18.72) (12.64) Actuarial Gain / (Loss) on Plan Assets 1.96 2.59 Fair value of Plan Assets at the end of year 211.83 203.96 Funded Status 732.69 263.02 Actual return on Plan Assets 17.78 16.94 4 Actuarial Gain/Loss recognized Actuarial Gain/(Loss) for the year - Obligation (132.46) (8.01) Actuarial (Gain)/Loss for the year - Plan Assets (1.96) (2.59) Total (Gain)/Loss for the year 130.50 5.42 Actuarial (Gain)/Loss recognized in the year 130.50 5.42 5 Amounts to be recognized in the Balance Sheet Present value of Obligations as at the end of the year 944.52 466.98 Fair value of Plan Assets as at the end of the year 211.83 203.96 Funded Status 732.69 263.02 Net Asset/(Liability) recognized in Balance Sheet (732.69) (263.02)
  • 89. Annual Report 2012-13 77 C K 6 Expenses Recognised in Statement of Profit & Loss Current Service Cost 81.71 71.85 Interest Cost 44.19 34.40 Expected return on Plan Assets (15.82) (14.35) Net Actuarial (Gain)/Loss recognised in the year 130.50 5.42 Past Service Cost 237.90 - Expenses recognised in Statement of Profit & Loss 478.48 97.32 7 Investment Details of Plan Assets (% allocation) Insurer Managed Funds* 100% 100% ` Mn Sr. Particulars For the year ended No. March 31, March 31, March 31, March 31, March 31, 2013 2012 2011 2010 2009 8 Experience Adjustments Defined Benefit Obligation 944.52 466.98 365.36 255.51 132.69 Plan Assets 211.83 203.96 178.55 144.78 124.55 Surplus/(Deficit) (732.69) (263.02) (186.81) (110.73) (8.14) Experience Adjustments on Plan Liabilities 112.89 24.08 25.07 57.02 14.11 Experience Adjustments on Plan Assets 1.96 2.59 5.33 0.28 - * The funds are managed by LIC and LIC does not provide breakup of plan assets by investment type. The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. b) Defined Contribution Plan : During the year, the Company has recognised the following amounts in the Statement of Profit and Loss: ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Employers’ Contribution to Provident & Pension Fund 289.94 250.62 Employers’ Contribution to Superannuation Fund 47.37 43.58 43. Segment Reporting: 1. Primary Segments: The Company operates in two business segments: a) Mobility Services: providing GSM based mobile and related telephony services. b) International Long Distance (ILD): providing international long distance services. Transactions between segments are accounted on agreed terms on arm’s length basis and have been eliminated at the company level. Notes forming part of the Financial Statements ` Mn Sr. Particulars For the year ended For the year ended No. March 31, 2013 March 31, 2012
  • 90. IDEA CELLULAR LIMITED 78 C K Notes forming part of the Financial Statements 2. Secondary Segment: The Company caters only to the needs of Indian market representing a singular economic environment with similar risks and rewards and hence there are no reportable geographical segments. Primary Business Information (Business Segments) for the year ended March 31, 2013 ` Mn Particulars Business Segments Elimination Total Mobility ILD Revenue External Revenue 218,551.51 2,317.23 - 220,868.74 Inter-segment Revenue 697.21 1,514.06 (2,211.27) - Total Revenue 219,248.72 3,831.29 (2,211.27) 220,868.74 Segment Result 20,655.40 365.53 - 21,020.93 Interest & Financing Charges (Net) 8,134.55 Profit before Tax 12,886.38 Provision for Tax (Net) 4,703.79 Profit after Tax 8,182.59 Other Information Segment Assets 300,204.15 677.13 (99.87) 300,781.41 Unallocated Corporate Assets 43,485.08 Total Assets 300,204.15 677.13 (99.87) 344,266.49 Segment Liabilities 192,456.07 316.83 (99.87) 192,673.03 Unallocated Corporate Liabilities 11,394.45 Total Liabilities 192,456.07 316.83 (99.87) 204,067.48 Capital Expenditure 58,058.89 23.73 - 58,082.62 Depreciation & Amortisation 30,492.55 51.02 - 30,543.57 Primary Business Information (Business Segments) for the year ended March 31, 2012 ` Mn Particulars Business Segments Elimination Total Mobility ILD Revenue External Revenue 192,047.84 1,175.49 - 193,223.33 Inter-segment Revenue 642.79 1,419.96 (2,062.75) - Total Revenue 192,690.63 2,595.45 (2,062.75) 193,223.33 Segment Result 17,288.34 212.32 - 17,500.66 Interest & Financing Charges (Net) 9,078.04 Profit before Tax 8,422.62 Provision for Tax (Net) 2,657.24 Profit after Tax 5,765.38
  • 91. Annual Report 2012-13 79 C K Other Information Segment Assets 277,270.42 451.27 (35.85) 277,685.84 Unallocated Corporate Assets 32,154.69 Total Assets 277,270.42 451.27 (35.85) 309,840.53 Segment Liabilities 174,747.20 256.41 (35.85) 174,967.76 Unallocated Corporate Liabilities 5,527.39 Total Liabilities 174,747.20 256.41 (35.85) 180,495.15 Capital Expenditure 42,494.15 112.14 - 42,606.29 Depreciation & Amortisation 25,572.93 54.78 - 25,627.71 44. Related Party Transactions: As per Accounting Standard-18 on “Related Party Disclosures”, related parties of the Company are disclosed below: A. List of related parties: Promoters Hindalco Industries Limited (Hindalco) Grasim Industries Limited (Grasim) Aditya Birla Nuvo Limited (ABNL) Birla TMT Holdings Pvt. Limited (Birla TMT) Subsidiaries Idea Telesystems Limited (ITL) Aditya Birla Telecom Limited (ABTL) Idea Cellular Services Limited (ICSL) Idea Cellular Infrastructure Services Limited (ICISL) Idea Cellular Towers Infrastructure Limited (ICTIL) Idea Mobile Commerce Services Limited (IMCSL) Joint Venture of Subsidiary (JV) Indus Towers Limited (Indus) Entities having significant influence TMI Mauritius Ltd Axiata Investments 2 (India) Ltd. Axiata Group Berhad Key Management Personnel (KMP) Mr. Himanshu Kapania, MD Mr. Akshaya Moondra, CFO Notes forming part of the Financial Statements ` Mn Particulars Business Segments Elimination Total Mobility ILD
  • 92. IDEA CELLULAR LIMITED 80 C K B. Transactions with Related Parties: ` Mn Particulars Promoters Joint Subsidiaries KMP Venture Hindalco Grasim ABNL Indus ICSL ICISL ICTIL ABTL ITL IMCSL Remuneration 105.76 (60.05) Security Deposit Given 62.44 (337.23) Security Deposit Refunded by 1,651.36 (-) Purchase of Fixed Assets - (2.87) Inter Corporate Deposit (ICD) given 2.50 (-) Sale of Fixed Assets 0.01 (-) Investments 9.00 (-) Purchase of Service /goods 24,901.80 861.25 1,201.71 10.24 102.29 (14,855.29) (672.38) (450.14) (3.52) (40.84) Sale of Service/goods 28.33 17.06 26.92 3.13 0.06 (19.37) (16.24) (9.89) (-) (-) Unsecured Loan Taken 2,907.97 (-) Unsecured Loans repaid 114.10 (-) Unsecured Loans given 743.16 727.31 260.82 261.60 10.77 (1,639.82) (503.57) (1,327.11) (1,571.50) (-) Unsecured Loans repaid by 1,212.10 967.49 1,324.04 353.56 2.21 (1,020.44) (309.13) (68.96) (1,547.14) (-) Interest on Unsecured loans / ICD Given 47.72 0.03 (-) (-) Pass through and reimbursement of 7.40 expenses incurred on behalf of (3.16) Pass through and reimbursement of expenses - - incurred on Company’s behalf by (7,177.30) (650.90) Expense incurred by Company on behalf of 0.36 0.94 0.43 6.20 55.72 - (0.17) (4.17) (0.20) (5.58) (53.55) (0.01) Expenses incurred on Company’s behalf by 0.36 0.10 0.06 - (0.87) (0.05) (0.09) (0.09) Rent Paid 2.70 (2.70) (Figures in bracket are for the year ended March 31, 2012) C. Balances Outstanding as on March 31, 2013: ` Mn Nature of Relationship Particulars Promoters Joint Subsidiaries KMP Venture Hindalco Grasim ABNL Indus ICSL ICISL ICTIL ABTL ITL IMCSL Deposit Given (grouped under Deposits 2,509.92 2.50 with Body Corporates and others) (4,098.83) (-) Unsecured Long Term and 2,487.56 - 204.44 - 8.77 Short Term Loans & Advances (3,010.02) (240.18) (1,269.73) (178.31) (0.21) Trade Receivables 2.95 2.51 1.90 - (1.60) (6.70) (4.20) (25.09) Interest Receivable 0.03 (-) Remuneration Payable 30.52 (11.44) Unsecured Loan taken 2,793.87 (-) Trade Payables 2,135.56 41.90 18.69 (2,590.96) (25.87) (-) 9.45% Redeemable NCD 100.00* (-) Interest accrued but not due on the above NCD’s 3.94 (-) * Purchased from Secondary Market (Figures in bracket are as of March 31, 2012) Notes forming part of the Financial Statements
  • 93. Annual Report 2012-13 81 C K 45. Disclosure of amounts at the year end and the maximum amount of loans & advances outstanding during the year: ` Mn Name of the Party Outstanding as on Maximum amount Outstanding as on Maximum amount March 31, 2013 outstanding during March 31, 2012 outstanding during the current year the previous year Subsidiary : Aditya Birla Telecom Limited (ABTL) 204.44 1,277.59 1,269.73 1,285.48 Idea Cellular Infrastructure Services Limited (ICISL) 2,487.56 3,018.64 3,010.02 3,621.75 Idea Cellular Towers Infrastructure Limited (ICTIL) - 528.03 240.18 361.61 Idea Telesystems Limited (ITL) - 259.22 178.31 410.71 Idea Mobile Commerce Services Limited (IMCSL) 8.77 10.39 0.21 0.21 46. Operating Lease: As a Lessee The Company has entered into non-cancellable operating leases for offices, switches and cell sites for periods ranging from 36 months to 240 months. The future minimum lease payments in respect of the above are as follows. ` Mn Particulars Not later than Later than one year but Later than five one year not later than five years years Minimum Lease Payments 19,220.08 56,936.49 21,896.91 (12,878.41) (49,164.28) (23,215.20) (Figures in bracket are as of March 31, 2012) Lease payments amounting to ` 29,532.92 Mn. (Previous year ` 26,430.40 Mn.) are included in rental expenditure in the Statement of Profit and Loss during the current year. Operating Lease: As a Lessor The Company has leased certain Optical Fibre Cables (OFC) on Indefeasible Rights of Use (“IRU”) basis under operating lease arrangements. The gross block, accumulated depreciation and depreciation expense of the assets given on IRU basis is not separately identifiable and hence not disclosed. Rental income of ` 191.49 Mn. (Previous year ` 107.45 Mn. ) in respect of such leases has been recognized in the Statement of Profit and Loss during the current year. The future minimum lease receivables in respect of the above are as follows: ` Mn Particulars Not later than Later than one year but Later than five one year not later than five years years Minimum Lease receivables 951.38 20.67 0.84 (139.65) (48.49) (0.48) (Figures in bracket are as of March 31, 2012) 47. During the financial year 2007-08, Company had entered into a composite IT outsourcing agreement wherein fixed assets and services related to IT has been supplied by the vendor. Such fixed assets received have been accounted for as a finance lease. Correspondingly, such assets are recorded at fair value at the time of receipt and depreciated on the stated useful life applicable to similar assets of the Company. Notes forming part of the Financial Statements
  • 94. IDEA CELLULAR LIMITED 82 C K Notes forming part of the Financial Statements For and on behalf of the Board Gian Prakash Gupta Sanjeev Aga Himanshu Kapania Director Director Managing Director Akshaya Moondra Pankaj Kapdeo Chief Financial Officer Company Secretary Place : Mumbai Date : April 25, 2013 48. Basic & Diluted Earnings Per Share: Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Nominal value of equity shares (`) 10/- 10/- Profit after Tax (` Mn.) 8,182.59 5,765.38 Profit attributable to equity shareholders (` Mn.) 8,182.59 5,765.38 Weighted average number of equity shares outstanding during the year 3,310,881,787 3,305,571,126 Basic Earnings Per Share (`) 2.47 1.74 Dilutive effect on weighted average number of equity shares outstanding during the year 8,292,754 10,381,939 Weighted average number of diluted equity shares 3,319,174,541 3,315,953,065 Diluted Earnings Per Share (`) 2.47 1.74 49. Asset Retirement Obligation: The Company installs equipments on lease premises and lays down optical fibre cables (OFC) to provide seamless connectivity to its customers. In certain cases, the Company may have to incur some cost to remove such equipment and OFC. Estimated costs to be incurred for restoration is capitalised along with the assets. The movement of provision as required in AS-29 “Provisions, Contingent Liabilities and Contingent Assets” is given below: ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Opening Balance 439.20 439.20 Additional Provision - - Utilisation 18.75 - Closing Balance 420.45 439.20 50. The Board of Directors has recommended a dividend at the rate of ` 0.30 per share of face value of ` 10/- aggregating ` 1,163.28 Mn. (including ` 168.98 Mn. Dividend Distribution Tax) for the year ended 31st March 2013. The payment of dividend is subject to the approval of the shareholders at the ensuing annual general meeting of the Company. 51. Previous year’s figures have been regrouped / rearranged wherever necessary to conform to the current year grouping.
  • 95. Annual Report 2012-13 83 C K Cash Flow Statement for the year ended March 31, 2013 ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 A) Cash Flow from Operating Activities Net Profit after Tax 8,182.59 5,765.38 Adjustments for Depreciation 25,383.58 20,194.55 Amortisation of Intangible Assets 5,159.99 5,433.16 Interest and Financing Charges 8,649.91 8,935.81 Profit on sale of Mutual Funds (574.72) (246.39) Provision for Bad & Doubtful Debts/Advances 795.10 519.36 Employee Stock Option Cost 0.32 35.88 Provision for Gratuity, Leave Encashment 661.11 161.18 Provision for Deferred Tax 4,703.79 2,657.24 Liabilities / Provisions no longer required written back (360.00) (398.84) Interest Income (125.87) (104.41) Loss/(gain) on sale of Fixed Assets/Assets disposed off 65.61 (30.69) 44,358.82 37,156.85 Operating Profit before Working Capital Changes 52,541.41 42,922.23 Adjustments for changes in Working Capital (Increase)/Decrease in Trade Receivables (1,876.35) (3,247.41) (Increase)/Decrease in Inventories (15.71) (7.23) (Increase)/Decrease in Other Current and Non Current Assets (3.47) (2.39) (Increase)/Decrease in Long Term and Short Term Loans and Advances 3,605.57 (12,464.66) Increase/(Decrease) in Trade Payables, Other Current and Non Current Liabilities and Provisions 6,666.77 6,734.47 8,376.81 (8,987.22) Cash generated from Operations 60,918.22 33,935.01 Tax paid (including TDS) (net) (3,835.17) (3,384.90) Net Cash from/(used in) Operating Activities 57,083.05 30,550.11 B) Cash Flow from Investing Activities Purchase of Fixed assets & Intangible assets (including CWIP) (31,886.90) (44,056.72) Payment towards Spectrum and Licenses* (213.22) - Proceeds from sale of Fixed assets 140.18 52.07 Additional Investment in Idea Mobile Commerce Services Limited (9.00) - Profit on sale of Current Investments and Interest received 709.83 341.20 Net Cash from/(used in) Investing Activities (31,259.11) (43,663.45)
  • 96. IDEA CELLULAR LIMITED 84 C K Cash Flow Statement for the year ended March 31, 2013 ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 C) Cash Flow from Financing Activities Proceeds from issue of Equity Share Capital 248.20 237.10 Proceeds from Long Term Borrowings* 24,074.24 38,322.59 Repayment of Long Term Borrowings (24,773.81) (26,585.21) Proceeds from Short Term Borrowings 13,455.19 39,809.37 Repayment of Short Term Borrowings (21,664.95) (41,482.99) Payment of Interest and Financing Charges (8,054.82) (9,723.36) Net Cash from / (used in) Financing Activities (16,715.95) 577.50 Net Increase / (Decrease) in Cash and Cash Equivalents 9,107.99 (12,535.84) Cash and Cash Equivalents at the beginning 1,300.27 13,836.11 Cash and Cash Equivalents at the end 10,408.26 1,300.27 * Excluding deferred payment liability towards spectrum won in auction, being non cash transaction for the year Notes to Cash flow Statement for the year ended March 31, 2013 1. Cash and Cash Equivalents include the following Balance Sheet amounts Cash on hand 26.43 16.61 Cheques on hand 203.30 114.17 Balances with banks - In Current Accounts 655.28 265.02 - In Deposit Accounts 227.25 904.47 Investment in Units of Liquid Mutual Funds 9,296.00 - 10,408.26 1,300.27 2. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 on Cashflow Statement. In terms of our report attached For Deloitte Haskins & Sells For and on behalf of the Board Chartered Accountants Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania Partner Director Director Managing Director Membership No.: 31544 Place : Mumbai Akshaya Moondra Pankaj Kapdeo Date : April 25, 2013 Chief Financial Officer Company Secretary
  • 97. Annual Report 2012-13 85 C K Independent Auditors’ Report on the Consolidated Financial Statements To the Board of Directors of Idea Cellular Limited Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of IDEA CELLULAR LIMITED (the “Company”), its subsidiaries and jointly controlled entity (the Company, its subsidiaries and jointly controlled entity constitute “the Group”), which comprise the Consolidated Balance Sheet as at 31st March, 2013, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements The Company’s Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2013; (b) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the year ended on that date; and (c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date. Emphasis of Matter a) We draw attention to Note 30 to the financial statement. The Division Bench of the Hon’ble High Court of Delhi on 13th July 2012 has reaffirmed High Court Order dated 5th February 2010 and 4th July 2011 sanctioning the Scheme of Amalgamation of Spice Communications Limited (Spice) with the Company. Further the Division Bench of the Hon’ble High Court of Delhi has also pronounced that the Department of Telecommunications (DoT) has to take decision regarding transfer of licenses held by erstwhile Spice to the Company arising out of amalgamation within a period of three months (which had been extended to 5th January 2013 vide order dated 11th December 2012) and dispute, if any, between the Company and DoT related to transfer of licenses should be referred to Hon’ble TDSAT for resolution. The impact, if any, on the Company is dependent upon the steps to be taken by DoT in this regard. b) We draw attention to Note 32 (i) to the financial statements. The DoT has issued demand notices dated 8th January 2013 towards one time spectrum charges for spectrum held by the Company beyond 6.2 Mhz for period from 1st July 2008 to 31st December 2012 amounting to ` 3,691.30 Mn. and beyond 4.4 Mhz for period from 1st January 2013 till the expiry of the license amounting to ` 17,443.70 Mn. in the respective telecom service areas. In the opinion of the Company, inter-alia, the above demand amounts to alteration of financial terms of the licenses issued in the past. The Company therefore filed a petition before the Hon’ble High Court of Bombay, which directed DoT to respond and not to take any coercive action until next date of hearing, which is scheduled for 6th May 2013. The financial impact of the above mentioned matter is dependent upon the outcome of the petition filed by Company in the Hon’ble High Court of Bombay and therefore no effect for the one time spectrum charges has been given in these Financial Results. Our opinion is not qualified in respect of these matters. Other Matter We did not audit the financial statements of Indus Towers Limited, jointly controlled entity of Aditya Birla Telecom Limited (Subsidiary of the company), whose financial statements reflect Group’s Share of total assets (net) of ` 26,589.44 Mn. as at 31st March, 2013, Group’s Share of total revenues of ` 21,077.76 Mn. and Group’s Share of net cash flows of ` 68.16 Mn. for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion, in so far as it relates to the amounts and disclosures included in respect of this jointly controlled entity, is based solely on the reports of the other auditors. Our report is not qualified in respect of this matter. For Deloitte Haskins & Sells Chartered Accountants (Firm Registration No. 117 366W) Khurshed Pastakia Partner (Membership No. 31544) Place : Mumbai Date : April 25, 2013
  • 98. IDEA CELLULAR LIMITED 86 C K In terms of our report attached For Deloitte Haskins & Sells For and on behalf of the Board Chartered Accountants Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania Partner Director Director Managing Director Membership No.: 31544 Place : Mumbai Akshaya Moondra Pankaj Kapdeo Date : April 25, 2013 Chief Financial Officer Company Secretary Consolidated Balance Sheet as at March 31, 2013 ` Mn Particulars Note As at As at March 31, 2013 March 31, 2012 EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 3 33,143.22 33,088.45 Reserves and Surplus 4 109,890.42 97,394.48 143,033.64 130,482.93 Compulsorily Convertible Preference Shares (issued by Subsidiary Company) 19.25 19.25 Non-Current Liabilities Long-Term Borrowings 5 118,047.16 95,221.56 Deferred Tax Liabilities (Net) 6 11,180.31 6,272.98 Other Long-Term Liabilities 7 7,946.08 6,057.97 Long-Term Provisions 8 3,142.13 1,920.41 140,315.68 109,472.92 Current Liabilities Short-Term Borrowings 9 4,585.31 17,275.34 Trade Payables 26,871.01 21,840.43 Other Current Liabilities 10 47,707.33 47,188.21 Short-Term Provisions 11 1,248.48 72.72 80,412.13 86,376.70 TOTAL 363,780.70 326,351.80 ASSETS Non-Current Assets Fixed Assets Tangible Assets 12 208,947.36 201,304.80 Intangible Assets 12 82,591.76 68,571.84 Capital Work-in-Progress 12 8,810.81 6,798.50 Goodwill on Consolidation 61.20 61.20 Long-Term Loans and Advances 13 30,479.18 22,562.74 330,890.31 299,299.08 Current Assets Current Investments 14 10,280.15 976.00 Inventories 15 726.42 925.66 Trade Receivables 16 9,600.77 8,226.98 Cash and Bank Balances 17 1,429.05 1,520.73 Short-Term Loans and Advances 18 10,845.34 15,385.67 Other Current Assets 19 8.66 17.68 32,890.39 27,052.72 TOTAL 363,780.70 326,351.80 Significant Accounting Policies 2 - The accompanying notes are an integral part of the Financial Statements
  • 99. Annual Report 2012-13 87 C K Consolidated Statement of Profit and Loss for the year ended March 31, 2013 ` Mn Particulars Note For the year ended For the year ended March 31, 2013 March 31, 2012 INCOME Service Revenue 221,409.87 193,381.85 Sale of Trading Goods 2,664.58 1,505.00 Other Income 20 502.09 524.78 TOTAL 224,576.54 195,411.63 OPERATING EXPENDITURE Cost of Trading Goods Sold 21 2,318.36 1,413.72 Personnel Expenditure 22 11,225.28 9,499.16 Network Expenses and IT outsourcing cost 23 55,360.60 48,608.39 License Fees and WPC Charges 24 24,752.50 23,231.83 Roaming & Access Charges 25 40,145.27 32,798.75 Subscriber Acquisition & Servicing Expenditure 26 20,467.29 19,869.00 Advertisement and Business Promotion Expenditure 4,720.29 4,281.21 Administration & Other Expenses 27 5,541.57 4,786.20 164,531.16 144,488.26 PROFIT BEFORE FINANCE CHARGES, DEPRECIATION, AMORTISATION & TAXES 60,045.38 50,923.37 Finance & Treasury Charges (Net) 28 9,494.50 10,557.29 Depreciation 12 29,589.50 24,356.93 Amortisation of Intangible Assets 12 5,188.15 5,456.42 PROFIT BEFORE TAX 15,773.23 10,552.73 Provision for Taxation - Current 3,506.98 2,227.52 - Deferred 4,907.46 3,173.60 - MAT Credit (2,750.48) (2,078.27) PROFIT AFTER TAX 10,109.27 7,229.88 Earnings Per Share of ` 10/- each fully paid up (in `) 43 Basic 3.05 2.19 Diluted 3.05 2.18 Significant Accounting Policies 2 The accompanying notes are an integral part of the Financial Statements In terms of our report attached For Deloitte Haskins & Sells For and on behalf of the Board Chartered Accountants Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania Partner Director Director Managing Director Membership No.: 31544 Place : Mumbai Akshaya Moondra Pankaj Kapdeo Date : April 25, 2013 Chief Financial Officer Company Secretary
  • 100. IDEA CELLULAR LIMITED 88 C K Notes forming part of the Consolidated Financial Statements 1. CORPORATE INFORMATION Idea Cellular Limited ('the Company'), an Aditya Birla Group company, is one of the leading national telecom service providers in India. The Company is engaged in the business of Mobility and Long Distance services. The subsidiaries are in the business of sale of handsets and data cards, mobile banking services and passive infrastructure services. The Joint Venture is in the business of providing passive infrastructure services. 2. SIGNIFICANT ACCOUNTING POLICIES a) Basis of Preparation of Financial Statements: The Consolidated Financial Statements of Idea Cellular Limited ("the Company"), its subsidiary companies and Joint Ventures (together referred to as the "Group") have been prepared in accordance with Accounting Standard 21 on "Consolidated Financial Statements" and Accounting Standard 27 on "Financial Reporting of Interests in Joint Ventures" issued by the Institute of Chartered Accountants of India ("ICAI"). The Consolidated Financial Statements are prepared under historical cost convention on accrual basis and mandatory applicable accounting standards in India. b) Principles of Consolidation: The basis of preparation of the Consolidated Financial Statements is as follows: The Financial Statements (The Balance Sheet and the Statement of Profit and Loss) of the Company, its subsidiaries and joint venture have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances, transactions and the resulting unrealised profit or losses. The Financial Statements of the subsidiaries used in the consolidation are drawn upto March 31, 2013, the same reporting date as that of the Company The differential with respect to the cost of investments in the subsidiaries over the Company's portion of equity is recognised as Goodwill or Capital Reserve, as the case may be. Goodwill arising on consolidation is tested for impairment. The Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances except where stated otherwise. The Consolidated Financial Statements includes following subsidiaries along with Company's holding therein, is as under: Sr. Name of the Company Voting Power % as at No. March 31, March 31, 2013 2012 1 Idea Telesystems Limited 100.00 100.00 2 Aditya Birla Telecom Limited 100.00 100.00 3 Idea Cellular Services Limited 100.00 100.00 4 Idea Cellular Infrastructure Services Limited 100.00 100.00 5 Idea Cellular Towers Infrastructure Limited* 100.00 100.00 6 Idea Mobile Commerce Services Limited 100.00 100.00 All the above subsidiaries are incorporated in India. The Consolidated Financial Statements also include following Joint Venture along with Company's holding therein, is as under: Sr. Name of the Company Voting Power % as at No. March 31, March 31, 2013 2012 1 Indus Towers Limited (Indus) 16.00* 16.00* *entire shareholding is held by Aditya Birla Telecom Limited c) Fixed Assets: Fixed assets are stated at cost of acquisition and installation less accumulated depreciation. Cost is inclusive of freight, duties, levies and any directly attributable cost of bringing the assets to their working condition for intended use. Asset retirement obligations are capitalised based on a constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. Such costs are depreciated over the remaining useful life of the asset. d) Expenditure during pre-operative period of licence: Expenses incurred on project and other charges during construction period are included under pre-operative expenditure (grouped under capital work in progress) and are allocated to the cost of fixed assets on the commencement of commercial operations. e) Depreciation and Amortisation: Depreciation on fixed assets is provided on straight line method (except stated otherwise) on prorata basis on their estimated useful economic lives as given below:- Tangible Assets Years Buildings 9 to 30 Network Equipments 10 to 20 Optical Fibre 15 Other Plant and Machineries 3 to 5 Office Equipment 3 to 5 Computers 3 to 5 Furniture and Fixtures 3 to 10 Motor Vehicles Upto 5 Leasehold Improvements Period of Lease Leasehold Land Period of Lease
  • 101. Annual Report 2012-13 89 C K Intangible Assets: i) Cost of Rights, Licences including the fees paid on fixed basis prior to revenue share regime and Spectrum Fee is amortised on commencement of operations over the validity period. ii) Software, which is not an integral part of hardware, is treated as intangible asset and is amortised over its useful economic lives as estimated by the management between 3 to 5 years. iii) Bandwidth / Fibre taken on Indefeasible Right of Use (IRU) is amortised over the agreement period. Assets costing upto ` 5,000/- are depreciated fully in the month of purchase. f) Inventories: Inventories are valued at cost or net realisable value, whichever is lower. Cost is determined on weighted average basis. g) Foreign Currency Transactions, Forward Contracts & Other Derivatives: i) Foreign Currency Transactions - Transactions in foreign currency are recorded at the exchange rates prevailing at the dates of the transactions. As per the transitional provisions given in the notification issued by Ministry of Corporate Affairs dated 31st March 2009, the company has opted for the option of adjusting the exchange difference on long term foreign currency monetary items to the cost of the assets acquired out of these foreign currency monetary items. The company has aligned its accounting policy based on this notification and its further amendment. Exchange difference arising out of fluctuation in exchange rates on settlement / period end is accounted based on the nature of transaction as under: - Short term foreign currency monetary assets and liabilities: recognised in the Statement of Profit and Loss. - Long term foreign currency monetary liabilities used for acquisition of fixed assets: adjusted to the cost of the fixed assets and amortised over the remaining useful life of the asset. - Other Long term foreign currency monetary liabilities: recognised in "Foreign Currency Monetary Item Translation Difference Account" and amortised over the period of liability not exceeding 31st March 2020. ii) Forward Contracts & Other Derivatives - Premium / discount amount on forward contract is amortised on period basis related to the contract it pertains to. Profit or loss arising on cancellation of forward exchange contract is recognised in the period in which the contract is cancelled. Derivative contracts not covered under Accounting Standard 11 "The Effects of Changes in Foreign Exchange Rates", entered for hedging foreign currency fluctuations and interest rate risk are marked to market at each reporting date. Loss, if any, on such valuation is recognised in the Statement of Profit & Loss in that period and gain if any, is not recognised as per the principle of prudence enunciated in Accounting Standard 1, "Disclosure of Accounting Policies". h) Taxation: i) Current Tax: Provision for current Income tax is made on the taxable income using the applicable tax rates and tax laws. Advance Income Tax and Provision for Current Tax for the same legal entity is disclosed in the balance sheet at net as these are settled on net basis. ii) Deferred Tax: Deferred tax arising on account of timing differences and which are capable of reversal in one or more subsequent periods is recognised using the tax rates and tax laws that have been enacted or substantively enacted. Deferred tax assets are not recognised unless there is virtual certainty with respect to the reversal of the same in future years. iii) Minimum Alternate Tax (MAT) credit: MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal Income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the ICAI, the said asset is created by way of a credit to the Statement of Profit and Loss and is shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income tax during the specified period. i) Retirement Benefits: Contributions to Provident and Pension funds are funded with the appropriate authorities and charged to the Statement of Profit and Loss. Contributions to superannuation are funded with the Life Insurance Corporation of India and charged to the Statement of Profit and Loss. Liability for gratuity as at the period end is provided on the basis of actuarial valuation and funded with Life Insurance Corporation of India. Provision in accounts for leave benefits to employees is based on actuarial valuation done by projected accrued benefit method at the period end. j) Revenue Recognition and Receivables: Revenue on account of telephony services (mobile & long distance) and sale of handsets and related accessories
  • 102. IDEA CELLULAR LIMITED 90 C K is recognised net of rebates, discount, service tax, etc. on rendering of services and supply of goods respectively. Recharge fees on recharge vouchers is recognised as revenue as and when the recharge voucher is activated by the subscriber. Revenue from provision of Passive Infrastructure services is recognised on accrual basis (net of reimbursements) as per the contractual terms with the recipients. Unbilled receivables, represent revenues recognised from the bill cycle date to the end of each month. These are billed in subsequent periods as per the agreed terms. Debts (net of security deposits outstanding there against) due from subscribers, which remain unpaid for more than 90 days from the date of bill and/or other debts which are otherwise considered doubtful, are provided for. Provision for doubtful debts on account of Interconnect Usage Charges (IUC), Roaming Charges and Passive Infrastructure sharing from other telecom operators is made for dues outstanding more than 180 days from the date of billing other than cases when an amount is payable to that operator or in specific case when management is of the view that the amount is recoverable. k) Investments: Current Investments are stated at lower of cost or fair value in respect of each separate investment. Long-term Investments are stated at cost less provision for diminution in value other than temporary, if any. l) Borrowing Cost: Interest and other costs incurred in connection with the borrowing of the funds are charged to revenue on accrual basis except those borrowing costs which are directly attributable to the acquisition or construction of those fixed assets, which necessarily take a substantial period of time to get ready for their intended use. Such costs are capitalized with the fixed assets. m) License Fees – Revenue Share: With effect from August 1, 1999 the variable Licence fee computed at prescribed rates of revenue share is being charged to the Statement of Profit and Loss in the Period in which the related revenue arises. Revenue for this purpose comprises adjusted gross revenue as per the license agreement of the license area to which the license pertains. n) Use of Estimate: The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Differences between actual results and estimates are recognised in the periods in which the results are known / materialise. o) Leases: i) Operating: Lease of assets under which significant risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under an operating lease are recognised as expense in the Statement of Profit and Loss, on a straight-line or other systematic basis over the lease term. ii) Finance: Leased assets acquired on which significant risks and rewards of ownership effectively transferred to the Company are capitalised at lower of fair value or the amounts paid under such lease arrangements. Such assets are amortised over the period of lease or estimated life of such assets whichever is less. p) Earnings Per Share: The earnings considered in ascertaining the Group's EPS comprise of the net profit after tax, after reducing dividend on Cumulative Preference Shares for the Period (irrespective of whether declared, paid or not), as per Accounting Standard 20 on "Earnings Per Share" issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive. q) Impairment of Assets: Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in accordance with Accounting Standard-28 on "Impairment of Assets", for the amount by which the asset's carrying amount exceeds its recoverable amount as on the carrying date. The recoverable amount is higher of the asset's fair value less costs to sell vis-à-vis value in use. For the purpose of impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. r) Provisions & Contingent Liability: Provisions are recognized when the Company has a present obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. A contingent liability is disclosed where there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. s) Issue Expenditure: Expenses incurred in connection with issue of equity shares are adjusted against share premium. t) Employee Stock Option: In respect of stock option granted pursuant to the company's Employee Stock Option Scheme, the intrinsic value of the option is treated as discount and accounted as employee compensation cost over the vesting period. In respect of re-pricing of existing stock option, the incremental intrinsic value of the option is accounted for as employee cost over the remaining vesting period.
  • 103. Annual Report 2012-13 91 C K Notes forming part of the Consolidated Financial Statements 3 SHARE CAPITAL a) Authorised, Issued, Subscribed and Paid-up Share Capital Particulars As at March 31, 2013 As at March 31, 2012 Numbers ` Mn Numbers ` Mn Authorised Equity Shares of ` 10/- each 6,775,000,000 67,750.00 6,775,000,000 67,750.00 Redeemable Cumulative Non Convertible Preference Shares of ` 10/- Mn. Each 1,500 15,000.00 1,500 15,000.00 6,775,001,500 82,750.00 6,775,001,500 82,750.00 Issued, Subscribed and Paid-up Equity Share Capital Equity Shares of ` 10/- each fully Paid-up 3,314,321,766 33,143.22 3,308,845,110 33,088.45 Total 3,314,321,766 33,143.22 3,308,845,110 33,088.45 (i) Out of the above, 199,153,469 Equity Shares are allotted as fully paid up under the scheme of amalgamation of Spice Communications Limited without payments being received in cash ` Mn Particulars As at As at March 31, 2013 March 31, 2012 4 RESERVES AND SURPLUS a) Debenture Redemption Reserve Balance at the beginning of the year - - Add: Transfer from Statement of Profit and Loss 93.15 - Balance at the end of the year 93.15 - b) Securities Premium Account Balance at the beginning of the year 85,696.91 85,351.05 Add : Premium on issue of shares under ESOS scheme 329.04 345.86 Add : Cost of licenses impaired earlier and debited to securities premium now adjusted against new spectrum taken in auction (Refer Note 29) 3,585.80 - Balance at the end of the year 89,611.75 85,696.91 c) Outstanding Employee Stock Options Balance at the beginning of the year 349.48 478.09 Add : Charge for the year (Refer Note 36) 0.32 35.88 Less : Transfer to Securities Premium Account on exercise of Options 135.61 164.49 Balance at the end of the year 214.19 349.48 d) Reserve for Business Restructuring Balance at the beginning of the year 168.67 168.67 Less : Transfer to General Reserve 168.67 - Balance at the end of the year - 168.67 e) General Reserve Balance at the beginning of the year - - Add: Transfer from Statement of Profit and Loss 313.28 - Add: Transfer by Joint Venture 20.64 - Add: Transfer from Reserve for Business Restructuring 168.67 - Balance at the end of the year 502.59 -
  • 104. IDEA CELLULAR LIMITED 92 C K Notes forming part of the Consolidated Financial Statements ` Mn Particulars As at As at March 31, 2013 March 31, 2012 f) Surplus in statement of Profit and Loss Balance at the beginning of the year 11,179.42 3,949.54 Add : Profit during the year 10,109.27 7,229.88 Less: Transfer to General Reserve 313.28 - Less: Transfer to Debenture Redemption Reserve 93.15 - Less: Dividend Distribution Tax on Interim Dividend by JV 250.24 - Less: Proposed Dividend 994.30 - Less: Dividend Distribution Tax on proposed Dividend 168.98 - Balance at the end of the year 19,468.74 11,179.42 Total 109,890.42 97,394.48 5 LONG TERM BORROWINGS SECURED LOANS 626 (Nil) 9.45% Redeemable Non Convertible Debentures of `10 Mn. each 6,260.00 - (The Company has re-purchased 374 NCDs of ` 10 Mn. each, at par, aggregating to ` 3,740 Mn. with an option to re-issue the same in future) Term Loans Foreign Currency Loan - From Banks 770.57 1,857.22 - From Others 48,507.17 36,882.16 Rupee Loan - From Banks 25,932.09 33,664.24 - From Others 9,893.60 7,337.97 Vehicle Loan from Banks 266.61 234.46 Total 91,630.04 79,976.05 UNSECURED LOANS Term Loans Foreign Currency Loan - From Banks 13,103.14 15,245.51 Deferred Payment Liability towards Spectrum 13,313.98 - Total 26,417.12 15,245.51 118,047.16 95,221.56 6 DEFERRED TAX LIABILITIES Major components of Deferred Tax are: a) Deferred Tax Liability: Depreciation & Amortisation 19,119.38 15,689.70 Others 295.80 179.02 Total Deferred Tax Liability (A) 19,415.18 15,868.72 b) Deferred Tax Asset: Provision for Doubtful Debts 1,297.47 970.42 Expenses allowable on payment basis 821.70 593.22
  • 105. Annual Report 2012-13 93 C K Brought Forward Losses 5,928.67 7,877.22 Others 187.03 154.88 Total Deferred Tax Asset (B) 8,234.87 9,595.74 Net Deferred Tax Liability (A - B) 11,180.31 6,272.98 7 OTHER LONG TERM LIABILITIES Trade Payables 2,428.72 2,113.70 Capex Creditors 48.38 77.85 Unearned Income 2,950.92 2,120.88 Deposits from Customers and Others 2,081.21 1,745.54 Interest accrued but not due 436.85 - Total 7,946.08 6,057.97 8 LONG TERM PROVISIONS Gratuity (Refer Note 38) 748.10 272.54 Leave Encashment 898.54 717.04 Asset Retirement Obligation (Refer Note 46) 1,495.49 930.83 Total 3,142.13 1,920.41 9 SHORT TERM BORROWINGS a) SECURED LOANS Short Term Loan from Banks - 7,065.33 b) UNSECURED LOANS Short Term Rupee Loan: - From Banks 2.12 248.19 - From Others 328.80 2,515.20 Buyers Credit in Foreign Currency from Banks 4,254.39 6,446.62 Commercial Papers from Banks - 1,000.00 Total 4,585.31 17,275.34 10 OTHER CURRENT LIABILITIES Current Maturities of Long Term Debt 17,805.36 20,874.86 Interest accrued but not due on Borrowings 914.88 653.93 Advance from Customers and Unearned Income 9,614.40 9,144.69 Capex Creditors 11,375.86 9,577.50 Deposits from Customers and Others 95.39 - Book Bank Overdraft 224.38 353.11 Taxes and Other Liabilities 7,677.06 6,584.12 Total 47,707.33 47,188.21 11 SHORT TERM PROVISIONS Provision for Leave Encashment 82.32 69.20 Provision for Gratuity (Refer Note 38) 2.88 3.52 Proposed Dividend 994.30 - Dividend Distribution Tax on Proposed Dividend 168.98 - Total 1,248.48 72.72 Notes forming part of the Consolidated Financial Statements ` Mn Particulars As at As at March 31, 2013 March 31, 2012
  • 106. IDEA CELLULAR LIMITED 94 C K NotesformingpartoftheConsolidatedFinancialStatements 12.FIXEDASSETS A-TANGIBLEASSETS`Mn GrossBlockAccumulatedDepreciationNetBlock ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsatAsat April1,2012fortheAdjustmentsMarch31,2013April1,2012fortheAdjustmentsMarch31,2013March31,2013March31,2012 yearendedfortheyearendedforthe March31,2013yearendedMarch31,2013yearended March31,2013March31,2013 FreeholdLand95.83--95.83----95.8395.83 LeaseholdLand193.780.74-194.5277.9312.34-90.27104.25115.85 Buildings1,548.414.402.081,550.73498.5679.661.44576.78973.951,049.85 Plant&Machinery306,411.8237,025.691,365.55342,071.96107,632.9228,939.111,114.12135,457.91206,614.05198,778.90 Furniture&Fixtures1,598.4042.753.971,637.181,041.87163.133.161,201.84435.34556.53 OfficeEquipment3,578.41143.2286.653,634.983,282.71169.2084.743,367.17267.81295.70 Vehicles1,065.47288.60120.811,233.26653.33226.06102.26777.13456.13412.14 TOTAL314,492.1237,505.401,579.06350,418.46113,187.3229,589.501,305.72141,471.10208,947.36201,304.80 Notes: 1.Plant&Machineryincludesassetsheldfordisposal-GrossBlock`245.35Mn.(Previousyear`66.09Mn.)andNetBlock`26.00Mn.(Previousyear`1.29Mn). 2.Plant&MachineryincludesGrossBlockofassetscapitalisedunderfinancelease`10,470.14Mn.(Previousyear`7,046.64Mn)andcorrespondingAccumulatedDepreciationbeing`6,584.01Mn.(Previous year`4,664.16Mn.). 3.Exchangelossamountingto`4,120.31Mn.(Previousyearexchangeloss`5,635.25Mn.)capitalisedaspertransitionalprovisionsofnotificationunderAS-11,issuedbytheMinistryofCorporateAffairs. 4.Depreciationchargefortheyearincludesaccelerateddepreciationof`170.21Mn.duetochangeinestimatedusefullifeofcertainfixedassets. B-INTANGIBLEASSETS`Mn GrossBlockAccumulatedAmortisationNetBlock ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsatAsat April1,2012fortheAdjustmentsMarch31,2013April1,2012fortheAdjustmentsMarch31,2013March31,2013March31,2012 yearendedfortheyearendedforthe March31,2013yearendedMarch31,2013yearended March31,2013March31,2013 Entry/LicenseFees& Spectrum86,126.1720,373.103,260.10103,239.1723,860.094,120.63-27,980.7275,258.4562,266.08 Computer-Software4,795.02205.521.584,998.963,498.77662.931.784,159.92839.041,296.25 Bandwidth5,503.581,890.180.837,392.93494.07404.59-898.666,494.275,009.51 TOTAL96,424.7722,468.803,262.51115,631.0627,852.935,188.151.7833,039.3082,591.7668,571.84 GRANDTOTAL410,916.8959,974.204,841.57466,049.52141,040.2534,777.651,307.50174,510.40291,539.12 Notes: 1.Computer-SoftwareincludeGrossBlockofassetscapitalisedunderfinancelease`2,151.48Mn.(Previousyear`1,965.26Mn)andcorrespondingAccumulatedAmortisationbeing`1,763.99Mn.(Previous year`1,311.98Mn). 2.Theremainingamortisationperiodoflicense/spectrumfeesasatMarch31,2013rangesbetween4to19yearsbasedontherespectiveTelecomServiceLicenseperiod. CapitalWorkinProgress(Netofimpairmentprovisionof`4,844.60Mn)8,810.816,798.50
  • 107. Annual Report 2012-13 95 C K NotesformingpartoftheConsolidatedFinancialStatements 12.FIXEDASSETS C-TANGIBLEASSETS`Mn GrossBlockAccumulatedDepreciationNetBlock ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsat April1,2011fortheAdjustmentsMarch31,2012April1,2011fortheAdjustmentsMarch31,2012March31,2012 yearendedfortheyearendedforthe March31,2012yearendedMarch31,2012yearended March31,2012March31,2012 Land95.83--95.83----95.83 LeaseholdLand193.340.44-193.7865.7312.20-77.93115.85 Building1,509.1141.061.761,548.41421.5678.281.28498.561,049.85 Plant&Machinery258,095.5249,039.10722.80306,411.8284,693.1823,645.43705.69107,632.92198,778.90 Furniture&Fixture1,483.18124.689.461,598.40885.49165.098.711,041.87556.53 OfficeEquipment3,449.91183.8255.323,578.413,087.88249.9155.083,282.71295.70 Vehicles902.12309.94146.591,065.47577.43206.02130.12653.33412.14 TOTAL265,729.0149,699.04935.93314,492.1289,731.2724,356.93900.88113,187.32201,304.80 D-INTANGIBLEASSETS`Mn GrossBlockAccumulatedDepreciationNetBlock ParticularsAsatAdditionsDisposal/AsatAsatAdditionsDisposal/AsatAsat April1,2011fortheAdjustmentsMarch31,2012April1,2011fortheAdjustmentsMarch31,2012March31,2012 yearendedfortheyearendedforthe March31,2012yearendedMarch31,2012yearended March31,2012March31,2012 Entry/LicenseFees& Spectrum65,318.2720,807.90-86,126.1719,398.594,461.50-23,860.0962,266.08 Computer-Software3,942.64852.38-4,795.022,740.21758.56-3,498.771,296.25 Bandwidth1,986.813,516.77-5,503.58257.71236.36-494.075,009.51 TOTAL71,247.7225,177.05-96,424.7722,396.515,456.42-27,852.9368,571.84 GRANDTOTAL336,976.7374,876.09935.93410,916.89112,127.7829,813.35900.88141,040.25
  • 108. IDEA CELLULAR LIMITED 96 C K Notes forming part of the Consolidated Financial Statements ` Mn Particulars As at As at March 31, 2013 March 31, 2012 13 LONG-TERM LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) Capital Advances 67.49 240.29 Deposits and balances with Government Authorities 534.74 580.54 Deposits with Body Corporates and Others 12,243.51 12,817.15 MAT Credit Entitlement 10,180.96 7,687.73 Advance Income Tax 3,473.92 - Other Loans and Advances 3,978.56 1,237.03 Total 30,479.18 22,562.74 14 CURRENT INVESTMENTS Investment in units of Liquid Mutual Funds 10,280.15 976.00 Total 10,280.15 976.00 15 INVENTORIES Sim and Recharge Vouchers 545.10 529.39 Trading Goods 181.32 396.27 Total 726.42 925.66 16 TRADE RECEIVABLES a) Billed Receivables Unsecured-Considered Good Outstanding for a period exceeding six months from due date 744.19 361.03 Other Receivables 5,557.83 4,586.16 6,302.02 4,947.19 Unsecured-Considered Doubtful Outstanding for a period exceeding six months from due date 3,383.39 2,728.10 Other Receivables 424.88 255.03 3,808.27 2,983.13 Less: Provision for Doubtful Debts 3,808.27 2,983.13 6,302.02 4,947.19 b) Unbilled Receivables 3,298.75 3,279.79 Total 9,600.77 8,226.98
  • 109. Annual Report 2012-13 97 C K Notes forming part of the Consolidated Financial Statements ` Mn Particulars As at As at March 31, 2013 March 31, 2012 17 CASH AND BANK BALANCES a) Cash and Cash Equivalents Cash on Hand 26.48 16.66 Cheques on Hand 223.18 135.06 Balances with Banks - In Current Accounts 750.43 354.48 - In Deposit Accounts 377.86 967.40 1,377.95 1,473.60 b) Other Bank Balances Margin Money with Banks 51.10 47.13 Total 1,429.05 1,520.73 18 SHORT TERM LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) MAT Credit Entitlement 290.08 - Advance Income Tax (Net of provisions) 1,556.01 4,460.16 Deposits with Body Corporates and Others 1,991.66 1,991.73 Cenvat Credit 3,581.77 3,197.07 Other Loans and Advances - Considered Good 3,425.82 5,736.71 - Considered Doubtful 592.01 587.30 4,017.83 6,324.01 Less: Provision for Doubtful Advances 592.01 587.30 3,425.82 5,736.71 Total 10,845.34 15,385.67 19 OTHER CURRENT ASSETS Interest Receivable 8.66 17.68 Total 8.66 17.68
  • 110. IDEA CELLULAR LIMITED 98 C K Notes forming part of the Consolidated Financial Statements ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 20 OTHER INCOME Liabilities/Provisions no longer required written back 414.83 450.89 Miscellaneous Receipts 87.26 73.89 Total 502.09 524.78 21 COST OF TRADING GOODS SOLD Opening Stock 396.27 137.02 Add: Purchases 2,103.41 1,672.97 Less: Closing Stock 181.32 396.27 Total 2,318.36 1,413.72 22 PERSONNEL EXPENDITURE Salaries and Allowances etc. 9,777.35 8,575.54 Contribution to Provident and Other Funds 912.46 466.53 Staff Welfare 401.13 338.65 Recruitment and Training 134.34 118.44 Total 11,225.28 9,499.16 23 NETWORK EXPENSES AND IT OUTSOURCING COST Security Service Charges 1,143.90 1,168.84 Power and Fuel 19,099.53 15,705.81 Repairs and Maintenance-Plant and Machinery 8,549.28 7,187.27 Switching & Cellsites Rent 4,115.80 3,875.64 Lease Line and Connectivity Charges 5,455.04 5,876.70 Network Insurance 106.36 87.74 Passive Infrastructure Charges 13,440.68 11,259.58 Other Network Operating Expenses 570.59 529.59 IT Outsourcing Cost 2,879.42 2,917.22 Total 55,360.60 48,608.39 24 LICENSE FEES AND WPC CHARGES License Fees 15,545.28 14,629.71 WPC and Spectrum Charges 9,207.22 8,602.12 Total 24,752.50 23,231.83 25 ROAMING & ACCESS CHARGES Roaming Charges 6,660.23 4,188.96 Access Charges 33,485.04 28,609.79 Total 40,145.27 32,798.75
  • 111. Annual Report 2012-13 99 C K Notes forming part of the Consolidated Financial Statements ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 26 SUBSCRIBER ACQUISITION & SERVICING EXPENDITURE Cost of Sim & Recharge Vouchers 1,685.16 1,897.80 Commission & Discount to Dealers 12,117.43 12,173.96 Customer Verification Expenses 1,612.10 1,403.65 Collection, Telecalling & Servicing Expenses 4,569.66 3,959.37 Customer Retention & Customer Loyalty Expenses 482.94 434.22 Total 20,467.29 19,869.00 27 ADMINISTRATION & OTHER EXPENSES Repairs and Maintenance - Building 61.47 60.63 - Others 366.23 314.66 Other Insurance 37.88 33.30 Non Network Rent 875.84 821.65 Rates and Taxes 132.76 93.18 Electricity 399.88 353.42 Printing and Stationery 80.88 83.60 Communication Expenses 109.74 102.91 Travelling and Conveyance 913.52 830.58 Provision for Bad and Doubtful Debts / Advances 829.85 597.31 Bank Charges 89.52 73.76 Directors Sitting Fees 1.25 1.24 Legal and Professional Charges 685.81 644.27 Audit Fees 42.45 40.57 Loss on Sale of Fixed Assets/Asset disposed off (Net) 53.27 11.95 Miscellaneous Expenses 861.22 723.17 Total 5,541.57 4,786.20 28 FINANCE AND TREASURY CHARGES (NET) Interest - On Fixed Period Loan (Previous year net of ` 42.24 Mn. capitalised) 9,275.74 9,554.28 - Others 298.45 384.89 Financing Charges 582.77 542.57 10,156.96 10,481.74 Less: Interest Income 193.89 134.52 Profit on Sale of Mutual Funds 667.37 291.71 Gain/(Loss) on Foreign Exchange Fluctuation (Net) (198.80) (501.78) Total 9,494.50 10,557.29
  • 112. IDEA CELLULAR LIMITED 100 C K 29. The Department of Telecommunications (DoT) conducted auction for the 1800 Mhz spectrum in November 2012 as required by the Hon’ble Supreme Court’s judgment dated 2nd February 2012, quashing the licenses granted to private operators on or after 10th January 2008 pursuant to two press releases issued on 10th January 2008 and subsequent allocation of spectrum to the licensees. As the Company was impacted by the said judgment in seven operating licenses, the Company participated in the said auction and was successful in winning back the spectrum for these impacted service areas at a price of ` 19,848.80 Mn. DoT then adjusted ` 6,845.90 Mn. paid by the Company for licenses applied in 2008 and as per the payment options available as part of the auction, the Company has chosen the deferred payment option for the balance amount. DoT has issued LOI’s earmarking the spectrum won in these seven service areas and award of unified licenses. The Company has applied to DoT for the issue of new licenses in these seven service areas and paid the license fee on the basis of LOI’s. While services in these seven service areas continue, the effects provided in these financial statements for the year ended 31st March 2013 are: a) Out of the above 6,845.90 Mn. adjusted by DoT, – License fee amounting to ` 3,260.10 Mn. paid for the seven operational licenses has been de capitalized. – License fee amounting to ` 3,585.80 Mn. paid earlier for overlapping licenses which was impaired in FY2009-10 and set off by withdrawal of an equivalent amount from the Securities Premium Account has been credited to Security Premium Account. b) Reversal of accumulated amortization on the seven operational licenses amounting to ` 482.30 Mn., thereby the current year amortization charge stands reduced to that extent. c) Capitalisation of the new licenses and earmarked spectrum. 30. The Division bench of Hon’ble Delhi High Court, vide its Order dated 13th July 2012, reaffirmed amalgamation of erstwhile Spice Communications Limited (Spice) with the Company. The said order also re-vested unto the Company the telecom licenses which were transferred to and vested unto DoT pursuant to order dated 4th July 2011, passed by single Judge of Hon’ble Delhi High Court. Vide a separate order dated 13th July 2012, the said Division bench also directed the DoT to decide on transfer of licenses to the Company within a period of 3 months and dispute if any, between the Company and DoT relating to such transfer should be referred to Hon’ble TDSAT for resolution. Vide its letter dated 28th September 2012, DoT requested the Company to submit a fresh application to consider transfer of licenses, which the Company has since complied. Meanwhile the DoT made an application to the said division bench of Hon’ble Delhi High Court to extend the period of three months, which expired on 12th October 2012, by a further period of four months. The division bench of Hon’ble Delhi High Court, vide its order passed on 17th October 2012 gave further time to the DoT till 11th November 2012 to take final decision on transfer of licenses. Thereafter, DoT again filed another application, to further extend the period by three months. The said application of DoT was disposed off by Hon’ble Delhi High Court vide order dated 11th December 2012, wherein DoT was directed to convey the final decision by 5th January 2013. The final decision of the DoT in the matter is awaited. 31. The scheme of arrangement under Section 391 to 394 of the Companies Act, for transfer of all assets and liabilities of Idea Cellular Towers Infrastructure Limited (a 100% subsidiary of the Company), Vodafone India Infrastructure Limited and Bharti Infratel Ventures Limited to joint venture of the Company Indus Towers Limited, with an appointed date of 1st April 2009 is approved by the Hon’ble High Court of Delhi on 18th April 2013. The scheme will be effective only upon the filing of the certified copy of the judgment with all the respective ROC’s and therefore effects of the scheme on the consolidated financials will be given in the subsequent financial year when the scheme becomes effective. 32. Contingent Liabilities: (i) DoT has issued demand notices towards one time spectrum charges - – for spectrum beyond 6.2 Mhz in respective service areas for retrospective period from 1st July 2008 to 31st December 2012, amounting to ` 3,691.30 Mn., and – for spectrum beyond 4.4 Mhz in respective service areas effective 1st January 2013 till expiry of the period as per respective licenses amounting to ` 17,443.70 Mn. In the opinion of Company, inter-alia, the above demand amounts to alteration of financial terms of the licenses issued in the past. The Company therefore, petitioned the Hon'ble High Court of Bombay, which directed DoT to respond and not to take any coercive action until next date of hearing, which is scheduled for 6th May 2013. (ii) The group has a contingent obligation to buy compulsorily convertible preference shares issued by ABTL from the holder at ` 21,548.16 Mn. (Previous year ` 20,982.50 Mn) Notes forming part of the Consolidated Financial Statements
  • 113. Annual Report 2012-13 101 C K (iii) Other Matters ` Mn Particulars As on As on March 31, 2013 March 31, 2012 Income Tax Matters not acknowledged as debts (see a. below) 50,302.44 10,505.72 Sales Tax Matters not acknowledged as debts (see b. below) 395.64 2,758.73 Service Tax Matters not acknowledged as debts (see c. below) 1,947.67 4,769.13 Entry Tax and Custom Matters not acknowledged as debts (see d. below) 628.09 406.44 Licensing Disputes (see e. below) 9,955.78 4,760.08 Other claims not acknowledged as debts (see f. below) 2,205.52 2,070.04 a. Income Tax Matters: – Appeals filed by the holding company against the demands raised by Income Tax Authorities which are pending before Appellate Authorities include mainly, disputes on account of incorrect disallowance of revenue share license fee, disputes on non applicability of tax deduction at source on pre-paid margin allowed to prepaid distributors & roaming settlements, disallowance of interest proportionate to interest free advances given to wholly owned subsidiaries etc. – Tax demands treating proceeds from issue of CCPS as Cash Credit. – Tax demand on the net value of assets and liabilities vested with the holding company consequent to High Court approved de-merger of telecom undertaking from its wholly owned subsidiary. – Appeals filed for tax demand of alleged short term capital gain on the fair valuation of investment in JV done as per High Court approved scheme. b. Sales Tax: Sales Tax demands as at 31st March 2013 mainly relates to the demands raised by the VAT/Sales Tax authorities of few states on Broadband Connectivity, SIM cards etc. on which the company has already paid Service Tax. c. Service Tax: Service tax demands as at 31st March 2013 mainly relates to the following matters: – Interpretation issues arising out of Rule 6(3) of the Cenvat Credit Rules, 2004, – Denial of Cenvat credit related to Towers, Shelters and OFC Ducts, – Disallowance of Cenvat Credit on input services viewed as not related to output Service. d. Entry tax: In certain states entry tax is being demanded on receipt of material from outside the state. However, the Company has challenged the constitutional validity of the levy. e. Licensing Disputes: – 3G Intra Circle Roaming Arrangements (ICR) – The Company had entered into roaming arrangements with other operators to provide 3G services in service areas where it did not won 3G spectrum. DoT has sent notices to stop the 3G services in these service areas and also imposed penalty for providing 3G services in select service areas under roaming arrangements. The matter is currently pending before the Hon’ble High Court of Delhi. – Demands due to difference in interpretation of definition of Revenue and other license fee assessment related matters – Disputes relating to alleged non compliance of licensing conditions & other disputes with DoT, either filed by or against the Company and pending before Hon’ble Supreme Court / TDSAT. f. Other claims not acknowledged as debts: Mainly includes miscellaneous disputed matters with Local Municipal Corporation and Electricity Board and others. 33. Group’s share in certain disputed tax demand notices and show cause notices relating to Indirect tax matters amounting to ` 6,674.88 Mn. (Previous year ` 6,301.60 Mn.) have neither been acknowledged as claims nor considered as contingent liabilities by the Joint Venture of the Company. Based on internal assessment and independent advice taken from tax experts by the Joint Venture, the Joint Venture is of the view that the possibility of any of these tax demands materialising is remote.
  • 114. IDEA CELLULAR LIMITED 102 C K 34. Details of Guarantees given ` Mn Particulars As on As on March 31, 2013 March 31, 2012 Bank Guarantees given 25,833.51 21,655.92 35. Capital and other Commitments: Estimated amount of commitments as on 31st March 2013 towards: • contracts remaining to be executed for capital expenditure (net of advances) and not provided for is ` 17,714.71 Mn. (Previous year ` 10,860.10 Mn) • long term contracts remaining to be executed including early termination commitments (if any) is ` 18,076.12 Mn. (Previous year ` 7,439.13 Mn) 36. Personnel Expenditure includes ` 0.32 Mn. (Previous year `35.88 Mn.), being the amortisation of intrinsic value of ESOPs for the year ending 31st March, 2013. Had the compensation cost for the Company’s stock based compensation plan been determined as per fair value approach (calculated using Black & Scholes Option Pricing Model), the Company’s net income would be lower by ` 38.44 Mn. (Previous year: ` 115.23 Mn.) and earnings per share as reported would be as indicated below: ` Mn Particulars For the For the year ended year Ended March 31, 2013 March 31, 2012 Net Profit after Tax but before Exceptional items 10,109.27 7,229.88 Add: Total stock-based employee compensation expense determined under intrinsic value base method 0.32 35.88 Less: Total stock-based employee compensation expense determined under fair value base method 38.76 151.11 Adjusted Net Profit 10,071.26 7,114.65 Basic Earnings per Share (in `) - As reported 3.05 2.19 - Adjusted 3.04 2.15 Diluted Earnings per Share (in `) - As reported 3.05 2.18 - Adjusted 3.03 2.15 The fair value of each option is estimated on the date of grant / re-pricing based on the following assumptions: Particulars On the date of Grant On the date of Re-pricing Tranche I Tranche II Tranche III Tranche IV Tranche I Tranche II Dividend Yield (%) Nil Nil Nil Nil Nil Nil Expected Life 6 yrs 6 yrs 6 yrs 6 yrs 4 yrs 5 yrs 6 months 6 months 6 months 6 months 6 months 9 months Risk Free Interest Rate (%) 7.78 7.50 7.36 8.04-8.14 7.36 7.36 Volatility (%) 40.00 45.80 54.54 50.45 54.54 54.54
  • 115. Annual Report 2012-13 103 C K 37. Details of Foreign Currency Exposures: A. Hedged by a Derivative Instrument: Amount in Mn Particulars As on As on March 31, 2013 March 31, 2012 Foreign Currency Loan*: Foreign Currency Loan in USD^ 654.06 575.22 Vendor Finance in USD — 0.10 Foreign Currency Loan in JPY 10,626.43 15,058.36 Equivalent INR of Foreign Currency Loan 40,398.95 34,161.45 Trade Payables and Other Current Liabilities: Trade Payable in USD 23.60 12.08 Interest accrued but not due on Foreign Currency Loans in USD 2.85 2.67 Interest accrued but not due on Foreign Currency Loans in JPY 18.21 27.23 Equivalent INR of Trade payables and other Current Liabilities 1,469.09 768.68 *Fully hedged for interest and principal repayments. ^Includes USD 431.22 Mn. (Previous year USD 267.60 Mn.) fully hedged for principal repayments only. B. Not Hedged by a Derivative Instrument or otherwise: Amount in Mn Particulars As on As on March 31, 2013 March 31, 2012 Foreign Currency Loan: Foreign Currency Loan in USD 657.48 657.13 Vendor Finance in USD — 0.03 Equivalent INR of Foreign Currency Loan 35,760.06 33,617.76 Trade Payable: Trade Payable in USD 51.85 57.02 Trade Payables in EURO 0.17 0.06 Trade Payables in GBP 0.01 — Interest accrued but not due on Foreign Currency Loans in USD 4.84 3.73 Equivalent INR of Trade Payables & interest accrued in Foreign Currency 3,095.98 3,111.99 Trade Receivable: Trade Receivable in USD 10.21 10.03 Trade Receivable in EURO 0.12 0.15 The Equivalent INR of Trade Receivables in Foreign Currency 564.23 523.16
  • 116. IDEA CELLULAR LIMITED 104 C K 38. Employee Benefits: A. Defined Benefit Plan: The Group provides for its liability towards gratuity as per the actuarial valuation. The present value of the accrued gratuity minus fund value is provided in the books of accounts. i) Changes in benefit obligation for the Company and its Subsidiaries: ` Mn Sr. Particulars For the year For the year No. ended March ended March 31, 2013 31, 2012 1 Assumptions Discount Rate 8.10% 8.00% - 8.25% Expected return on Plan Assets 9.00% 7.50% Salary Escalation 7.00% 5.00% - 7.00% 2 Table showing changes in present value of Obligations Present value of obligations as at beginning of year 473.25 369.83 Interest Cost 44.69 34.76 Current Service Cost 87.83 74.87 Benefits Paid (18.74) (12.66) Actuarial (Gain)/Loss on Obligations 134.45 6.45 Past Service Cost 237.90 — Present value of Obligations as at end of year 959.38 473.25 3 Table showing changes in the fair value of plan assets Fair value of Plan Assets at beginning of year 210.06 183.70 Expected return on Plan Assets 16.67 14.82 Contributions 15.58 21.61 Benefits Paid (18.74) (12.66) Actuarial Gain / (Loss) on Plan Assets 1.98 2.59 Fair value of Plan Assets at the end of year 225.55 210.06 Funded Status 733.83 263.19 Actual return on Plan Assets 17.78 16.94 4 Actuarial Gain/Loss recognized Actuarial Gain/(Loss) for the year - Obligation (134.45) (6.45) Actuarial (Gain)/Loss for the year - Plan Assets (1.98) (2.59) Total (Gain)/Loss for the year 132.47 3.86 Actuarial (Gain)/Loss recognized in the year 132.47 3.86 5 The amounts to be recognized in the Balance Sheet Present value of Obligations as at the end of year 959.38 473.25 Fair value of Plan Assets as at the end of the year 225.55 210.06 Funded status 733.83 263.19 Net Asset/(Liability) recognized in Balance Sheet (733.83) (263.19) 6 Expenses recognised in Statement of Profit & Loss Current Service Cost 87.83 74.87 Interest Cost 44.69 34.76 Expected return on Plan Assets (16.67) (14.82) Net Actuarial (Gain)/Loss recognised in the year 132.47 3.86 Past Service Cost 237.90 — Expenses recognised in Statement of Profit & Loss 486.22 98.67 7 Investment details of Plan Assets (% allocation) Insurer managed funds* 100% 100%
  • 117. Annual Report 2012-13 105 C K ` Mn Sr. Particulars For the year ended No. March 31, March 31, March 31, March 31, March 31, 2013 2012 2011 2010 2009 8 Experience Adjustments Defined Benefit Obligation 959.38 473.25 369.83 258.36 133.77 Plan Assets 225.55 210.06 183.70 148.23 124.55 Surplus/ (Deficit) (733.83) (263.19) (186.13) (110.13) (9.22) Experience Adjustments on Plan Liabilities 116.21 25.64 26.25 57.02 14.11 Experience Adjustments on Plan Assets 1.98 2.59 5.33 0.28 — *The funds are managed by LIC and LIC does not provide breakup of plan assets by investment type. The estimate of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. ii) Disclosure of benefit obligation in respect of Company’s share in Joint Venture: a) Gratuity cost for the year ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Current Service Cost 4.80 4.16 Interest Cost 1.12 0.96 Actuarial Losses 0.32 0.48 Total amount recognized in Statement of Profit and Loss 6.24 5.60 b) Amount recognised in the Balance Sheet ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Opening Defined Benefit Obligation 12.80 9.10 Total amount recognised in Statement of Profit and Loss 6.24 5.60 Benefits paid during the year (2.08) (1.90) Amount recognised in the Balance Sheet 16.96 12.80 c) Experience Adjustments ` Mn Particulars For the year ended March 31, March 31, March 31, March 31, March 31, 2013 2012 2011 2010 2009 Defined Benefit Obligation 16.96 12.80 9.10 5.96 4.16 Surplus / (Deficit) (16.96) (12.80) (9.10) (5.96) (4.16) Experience Adjustments on Plan Liabilities 0.48 0.80 0.80 0.21 —
  • 118. IDEA CELLULAR LIMITED 106 C K d) Financial Assumptions Particulars As at As at 31 March 2013 31 March 2012 Discount Rate 8.40% 8.40% Salary Escalation Rate First 2 years- 10% First 2 years- 10% and 7% thereafter and 7% thereafter B. Defined Contribution Plan: During the year, the Company has recognised the following amounts in the Statement of Profit and Loss : ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 Employers’ Contribution to Provident & Pension Fund 325.56 279.91 Employers’ Contribution to Superannuation Fund 47.47 43.68 39. Segment Reporting: 1. Primary Segments: The Group operates in three business segments: a) Mobility Services: providing GSM based mobile and related telephony services. b) International Long Distance (ILD): providing international long distance services. c) Passive Infrastructure (PI): providing passive infrastructure services. Transactions between segments are accounted on agreed terms on arm’s length basis and have been eliminated at the Group level. 2. Secondary Segment: The Group caters only to the needs of Indian market representing a singular economic environment with similar risks and rewards and hence there are no reportable geographical segments. Primary Business Information (Business Segments) for the year ended March 31, 2013 ` Mn Particulars Business Segments Elimination Total Mobility ILD PI Revenue External Revenue 221,218.71 2,317.23 1,040.60 — 224,576.54 Inter-segment Revenue 697.21 1,514.06 22,512.07 (24,723.34) — Total Revenue 221,915.92 3,831.29 23,552.67 (24,723.34) 224,576.54 Segment Result 20,779.38 365.13 4,123.22 — 25,267.73 Interest & Financing Charges (Net) 9,494.50 Other Income — Profit before Tax 15,773.23 Provision for Tax (Net) 5,663.96 Profit after Tax 10,109.27 Other Information Segment Assets 292,483.02 677.13 40,602.14 (10,435.50) 323,326.79 Unallocated Corporate Assets 40,453.91 Total Assets 292,483.02 677.13 40,602.14 (10,435.50) 363,780.70 Segment Liabilities 193,959.16 316.83 24,543.73 (10,435.50) 208,384.22 Unallocated Corporate Liabilities 12,343.59 Total Liabilities 193,959.16 316.83 24,543.73 (10,435.50) 220,727.81 Capital Expenditure 58,058.89 23.73 3,903.90 — 61,986.52 Depreciation & Amortisation 30,493.15 51.02 4,233.48 — 34,777.65
  • 119. Annual Report 2012-13 107 C K Primary Business Information (Business Segments) for the year ended March 31, 2012 ` Mn Particulars Business Segments Elimination Total Mobility ILD PI Revenue External Revenue 193,555.18 1,175.49 680.96 — 195,411.63 Inter-segment Revenue 642.79 1,419.96 19,819.78 (21,882.53) — Total Revenue 194,197.97 2,595.45 20,500.74 (21,882.53) 195,411.63 Segment Result 17,299.46 212.32 3,598.24 — 21,110.02 Interest & Financing Charges (Net) 10,557.29 Other Income — Profit before Tax 10,552.73 Provision for Tax (Net) 3,322.85 Profit after Tax 7,229.88 Other Information Segment Assets 280,906.97 451.27 37,565.04 (8,237.50) 310,685.78 Unallocated Corporate Assets 15,666.02 Total Assets 280,906.97 451.27 37,565.04 (8,237.50) 326,351.80 Segment Liabilities 175,116.63 256.41 22,441.10 (8,237.50) 189,576.64 Unallocated Corporate Liabilities 6,272.98 Total Liabilities 175,116.63 256.41 22,441.10 (8,237.50) 195,849.62 Capital Expenditure 42,493.91 112.14 3,062.99 — 45,669.04 Depreciation & Amortisation 25,573.71 54.78 4,184.86 — 29,813.35 40. Related Party Transactions: As per Accounting Standard-18 on “Related Party Disclosure”, related parties of the Company are disclosed below: A. List of Related Parties : Promoters Hindalco Industries Limited (Hindalco) Grasim Industries Limited (Grasim) Aditya Birla Nuvo Limited (ABNL) Birla TMT Holdings Pvt. Limited (Birla TMT) Entities having significant influence TMI Mauritius Ltd Axiata Investments 2 (India) Ltd. (AI2) Axiata Group Berhad Key Management Personnel (KMP) Mr. Himanshu Kapania, MD Mr. Akshaya Moondra, CFO
  • 120. IDEA CELLULAR LIMITED 108 C K B. Transactions with Related Parties: ` Mn Particulars Promoters KMP Hindalco Grasim ABNL Remuneration 105.76 (60.05) Sale of Service/goods 28.33 17.06 26.92 (19.37) (16.24) (9.89) Expense incurred by Company on behalf of 0.36 0.94 0.43 (0.17) (4.17) (0.20) Expenses incurred on Company’s behalf by 0.36 0.10 0.06 (0.87) (0.05) (0.09) (Figures in bracket are for the year ended March 31, 2012) C. Outstanding as on March 31, 2013: ` Mn Particulars Promoters KMP Hindalco Grasim ABNL Remuneration Payable 30.52 (11.44) Trade Receivable 2.95 2.51 1.90 (1.60) (6.70) (4.20) 9.45% Redeemable NCD 100.00* (—) Interest accrued but not due on the above NCD’s 3.94 (—) * Purchased from Secondary Market (Figures in bracket are as of March 31, 2012) 41. Operating Lease: As a Lessee The Company has entered into non-cancellable operating leases for offices, switches and cell sites for periods ranging from 36 months to 240 months. For the current year, total minimum lease payments amounting to ` 18,462.24 Mn. (Previous year ` 14,651.17 Mn.) are charged to the Statement of Profit & Loss. The future minimum lease payments in respect of the above are as follows. ` Mn Particulars Not later than Later than one Later than one year year but not later five years than five years Minimum Lease Payments 9,961.06 30,921.38 14,290.86 (8,734.25) (27,673.41) (13,005.55) (Figures in bracket are as of March 31, 2012) Operating Lease: As a Lessor The Company has leased under operating lease arrangements certain Optical Fibre Cables (OFC) on Indefeasible Rights of Use (“IRU”) basis. The gross block, accumulated depreciation and depreciation expense of the assets given on IRU basis is not separately identifiable and hence not disclosed. Rental income of ` 191.49 Mn. (Previous year ` 107.45 Mn.) in respect of such leases have been recognized in the Statement of Profit and Loss during the current year.
  • 121. Annual Report 2012-13 109 C K The future minimum lease receivables in respect of the above are as follows: ` Mn ParticularsNot later than Later than one Later than one year year but not later five years than five years Minimum Lease Receivables 951.38 20.67 0.84 (139.65) (48.49) (0.48) (Figures in bracket are as of March 31, 2012) 42. During the financial year 2007-08, company had entered into a composite IT outsourcing agreement wherein fixed assets and services related to IT have been supplied by the vendor. Such fixed assets received have been accounted for as finance lease. Correspondingly, such assets are recorded at fair value of these assets at the time of receipt and depreciated on the stated useful life applicable to similar assets of the company. 43. Basic & Diluted Earnings per Share: Particulars For the year For the year ended ended March 31, 2013 March 31, 2012 Nominal value of Equity Shares (`) 10/- 10/- Profit after Tax (` Mn.) 10,109.27 7,229.88 Profit attributable to Equity Shareholders (` Mn.) 10,109.27 7,229.88 Weighted average number of Equity Shares outstanding during the year 3,310,881,787 3,305,571,126 Basic Earnings Per Share (`) 3.05 2.19 Dilutive effect on weighted average number of Equity Shares outstanding during the year 8,292,754 10,381,939 Weighted average number of diluted Equity Shares 3,319,174,541 3,315,953,065 Diluted Earnings Per Share (`) 3.05 2.18 44. The Company has the following joint venture as on March 31, 2013 and its percentage holding is given below: Name of the Joint Venture Percentage Holding As on As on March 31, 2013 March 31, 2012 Indus Towers Limited (Indus) 16.00% 16.00% The proportionate share of assets, liabilities, income, expenditure, contingent liabilities and capital commitment of the above joint venture companies included in these consolidated financial statements are given below: ` Mn Particulars As on As on March 31, 2013 March 31, 2012 Liabilities Reserves & Surplus 1,225.39 1,425.34 Long Term Borrowings 12,303.20 9,100.00 Other Non Current Liabilities 2,557.28 2,892.85 Deferred Tax Liability 767.80 605.68 Short Term Borrowings 328.80 4,863.92 Other Current Liabilities 9,268.65 6,743.41
  • 122. IDEA CELLULAR LIMITED 110 C K Assets Net Block (including CWIP) 19,808.64 18,702.32 Other Non Current Assets 2,102.45 1,537.77 Current Investment 720.00 976.00 Other Current Assets 3,820.22 4,415.30 ` Mn Particulars For the year For the year ended ended March 31, 2013 March 31, 2012 Revenues 21,362.04 12,716.56 Operating Costs 15,030.56 6,952.43 EBITDA 6,331.48 5,764.14 Finance Cost 1,310.08 1,471.17 Depreciation & Amortisation 2,635.36 2,535.97 PBT 2,386.04 1,757.00 Taxes 813.58 563.60 PAT 1,572.46 1,193.40 Contingent Liability 699.52 585.44 Capital Commitment 187.04 347.52 45. Information with respect to Subsidiaries as on March 31, 2013: ` Mn Particulars Aditya Birla Idea Cellular Idea Cellular Idea Cellular Idea Idea Mobile Telecom Services Infra- Towers Telesystems Commerce Limited Limited structure Infra- Limited Services Services structure Limited Limited Limited Capital 119.25 0.50 0.50 0.50 0.50 10.00 Reserves 74,741.95 (8.05) 358.77 15,932.31 108.80 (12.80) Total Assets 1,759.39 62.12 3,326.83 16,061.78 267.74 14.26 Total Liabilities 206.25 69.67 2,967.56 128.97 422.59 17.06 Investments other than Investments in subsidiary 73,307.56 — — — 264.15 — Turnover (Total Revenue) 1,607.45 868.16 2,101.58 1,513.41 2,721.87 3.37 Profit/(Loss) before Taxation 1,555.85 (5.57) 175.77 195.91 134.11 (12.45) Provision for Taxation 2.61 (2.69) 64.38 39.20 43.09 — Profit/(Loss) after Taxation 1,553.24 (2.88) 111.39 156.71 91.02 (12.45) Proposed Dividend — — — — — — ` Mn Particulars As on As on March 31, 2013 March 31, 2012
  • 123. Annual Report 2012-13 111 C K For and on behalf of the Board Gian Prakash Gupta Sanjeev Aga Himanshu Kapania Director Director Managing Director Akshaya Moondra Pankaj Kapdeo Chief Financial Officer Company Secretary Place : Mumbai Date : April 25, 2013 46. The movement in the Asset Retirement Obligation is set out as follows: ` Mn Particulars For the year For the year ended ended March 31, 2013 March 31, 2012 Opening Balance 930.83 888.20 Additional Provision 590.45 47.46 Utilisation 25.79 4.83 Closing Balance 1,495.49 930.83 47. The Board of Directors have recommended a dividend at the rate of ` 0.30 per share of face value of ` 10/- aggregating ` 1,163.28 Mn. (including ` 168.98 Mn. Dividend Distribution Tax) for the year ended 31st March 2013. The payment of dividend is subject to the approval of the shareholders at the ensuing annual general meeting of the Company. 48. Previous year’s figures have been regrouped / rearranged wherever necessary to conform to the current year grouping.
  • 124. IDEA CELLULAR LIMITED 112 C K Consolidated Cash Flow Statement for the year ended March 31, 2013 ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 A) Cash Flow from Operating Activities Net Profit after Tax 10,109.27 7,229.88 Adjustments For Depreciation 29,589.50 24,356.93 Amortisation of Intangible Assets 5,188.15 5,456.42 Interest and Financing Charges 10,156.96 10,481.74 Profit on Sale of Mutual Funds (667.37) (291.71) Provision for Bad & Doubtful Debts / Advances 829.85 597.31 Employee Stock Option Cost 0.32 35.88 Provision for Gratuity, Leave Encashment 669.54 174.03 Provision for Deferred Tax 4,907.46 3,173.60 Provision for Current Tax (Net of MAT Credit Entitlement) 756.50 149.25 Liabilities / Provisions no Longer Required Written Back (414.83) (450.89) Interest Income (193.89) (134.52) (Profit) / Loss on sale of Fixed Assets / Assets Discarded 53.27 11.95 50,875.46 43,559.99 Operating Profit Before Working Capital Changes 60,984.73 50,789.87 Adjustments for Changes in Working Capital (Increase)/Decrease in Trade Receivables (2,203.64) (3,267.17) (Increase)/Decrease in Inventories 199.24 (266.48) (Increase)/Decrease in Other Current and Non Current Assets (3.97) (3.37) (Increase)/Decrease in Long Term and Short Term Loans and Advances (371.99) (13,291.34) Increase /(Decrease) in Trade Payables, Other Current and Non Current Liabilities and Provisions 8,476.13 8,360.20 6,095.77 (8,468.16) Cash generated from Operations 67,080.50 42,321.71 Tax Paid (including TDS) (Net) (4,109.58) (4,140.89) Net Cash from / (used in) Operating Activities 62,970.92 38,180.82 B) Cash Flow from Investing Activities Purchase of Fixed Assets & Intangible Assets (including CWIP) (34,986.76) (47,326.59) Payment towards Spectrum and Licenses* (213.22) — Proceeds from Sale of Fixed Assets 220.70 59.04 Profit on Sale of Current Investments and Interest Received 870.28 416.63 Net Cash from / (used in) Investing Activities (34,109.00) (46,850.92)
  • 125. Annual Report 2012-13 113 C K C) Cash Flow from Financing Activities Proceeds from issue of Equity Share Capital 248.20 237.10 Proceeds from Long Term Borrowings* 40,154.25 38,322.60 Repayment of Long Term Borrowings (37,832.52) (30,345.21) Proceeds from Short Term Borrowings 10,547.22 42,521.84 Repayment of Short Term Borrowings (23,237.33) (43,150.47) Dividend Distribution Tax (250.24) Payment of Interest and Financing Charges (9,283.00) (11,199.84) Net Cash from / (used in) Financing Activities (19,653.42) (3,613.98) Net Increase / (Decrease) in Cash and Cash Equivalents 9,208.50 (12,284.08) Cash and Cash Equivalents at the Beginning 2,449.60 14,733.68 Cash and Cash Equivalents at the End 11,658.10 2,449.60 * Excluding deferred payment liability towards spectrum won in auction, being non cash transaction for the year Notes to Cash flow Statement for the year ended March 31, 2013 1. Cash and Cash Equivalents include the following Balance Sheet amounts: Cash on Hand 26.48 16.66 Cheques on Hand 223.18 135.06 Balances with Banks – In Current Accounts 750.43 354.48 – In Deposit Accounts 377.86 967.40 Investment in Units of Liquid Mutual Funds 10,280.15 976.00 11,658.10 2,449.60 2. The above cash flow statement has been prepared under the indirect method as set out in Accounting Standard 3 on Cash Flow Statement. Consolidated Cash Flow Statement for the year ended March 31, 2013 ` Mn Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 In terms of our report attached For Deloitte Haskins & Sells For and on behalf of the Board Chartered Accountants Khurshed Pastakia Gian Prakash Gupta Sanjeev Aga Himanshu Kapania Partner Director Director Managing Director Membership No.: 31544 Place : Mumbai Akshaya Moondra Pankaj Kapdeo Date : April 25, 2013 Chief Financial Officer Company Secretary