Mumbai, May 27, 2011 Certain media reports regarding the resignation of an Independent Director from the Board of Tata Communications Limited have included incomplete information and misleading allusions in an attempt to create confusion. The facts are stated below:
The Shareholder’s Agreement signed at the time of the disinvestment of VSNL in 2002 between the Government of India and Panatone Finvest Ltd. (Strategic Partner) as also the Articles of Association of Tata Communications Ltd. include clauses regarding Board composition. The Government has the right to nominate four Directors, comprising two non-executive Directors and two Independent Directors. Exercising this right, the GoI nominated Mr. P V Kalyanasundaram and Dr. V R S Sampath as Independent Directors on the Board of Tata Communications Ltd. in September 2005. This followed the resignation of the Government nominated Independent Directors, Dr. Ashok Jhunjhunwala and Mr. Vivek Singhal who were appointed in 2002.
On 7 April 2011, Tata Communications received letters from the DoT informing that the Government had withdrawn its nomination of Mr. Kalyanasundaram and Dr. Sampath as Independent Directors and sought to replace them with other nominees. On 25 April 2011, the company received a special notice under section 284 of the Companies Act from the Government proposing resolutions to be placed before the shareholders at a general meeting for removal of Mr. Kalyanasundaram and Dr. Sampath from the Board of Tata Communications Ltd. While the company was processing the letter dt. 25 April 2011, Mr.Kalayanasundaram tendered his resignation on May 20, 2011 which was informed to the Stock Exchanges on the following date. The resignation of Dr. Sampath has not been received by the company /Board till now.
The Company is not aware of the political affiliations of its Directors, if any. In this particular case, neither the GoI nor the concerned Independent Directors have made any disclosure regarding their political affiliations. The appointment of Mr. Kalyanasundaram and Dr. Sampath to the Tata Communications Board followed their nomination by the Government of India and their election at the AGMs.
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Tata Communications Limited (CIN no: L64200MH1986PLC039266) along with its subsidiaries (Tata Communications) is a leading global provider of A New World of Communications™. With a leadership position in emerging markets, Tata Communications leverages its advanced solutions capabilities and domain expertise across its global and pan-India network to deliver managed solutions to multi-national enterprises, service providers and Indian consumers.
The Tata Communications global network includes one of the most advanced and largest submarine cable networks and a Tier-1 IP network with connectivity to over 240 countries and territories across 400 PoPs, as well as nearly 1 million square feet of data centre and collocation space worldwide.
Tata Communications’ depth and breadth of reach in emerging markets includes leadership in Indian enterprise data services and leadership in global international voice. Tata Communications Limited is listed on the Bombay Stock Exchange and the National Stock Exchange of India.
Certain words and statements in this release concerning Tata Communications and its prospects, and other statements, including those relating to Tata Communications’ expected financial position, business strategy, the future development of Tata Communications’ operations, and the general economy in India, are forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors, including financial, regulatory and environmental, as well as those relating to industry growth and trend projections, which may cause actual results, performance or achievements of Tata Communications, or industry results, to differ materially from those expressed or implied by such forward-looking statements. The important factors that could cause actual results, performance or achievements to differ materially from such forward-looking statements include, among others, failure to increase the volume of traffic on Tata Communications’ network; failure to develop new products and services that meet customer demands and generate acceptable margins; failure to successfully complete commercial testing of new technology and information systems to support new products and services, including voice transmission services; failure to stabilize or reduce the rate of price compression on certain of the company’s communications services; failure to integrate strategic acquisitions and changes in government policies or regulations of India and, in particular, changes relating to the administration of Tata Communications’ industry; and, in general, the economic, business and credit conditions in India. Additional factors that could cause actual results, performance or achievements to differ materially from such forward-looking statements, many of which are not in Tata Communications’ control, include, but are not limited to, those risk factors discussed in Tata Communications Limited’s Annual Reports. The Annual Reports of Tata Communications Limited are available at www.tatacommunications.com. Tata Communications is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements.
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