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IDEA CELLULAR LIMITED

(An Aditya Birla Group Company)
Registered Office: Suman Tower, Plot No. 18, Sector - 11, Gandhinagar - 382 011, Gujarat

NOTICE
NOTICE is hereby given that the Eighteenth Annual General Meeting of the Members of Idea Cellular
Limited will be held on Monday, the 16th day of September, 2013 at 12:00 noon at Cambay Spa and Resort,
Plot No. X-22/23 GIDC Electronic Estate, Sector 25, Gandhinagar – 382 044, Gujarat, to transact the following
business:-

ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2013 and
the Profit and Loss account for the year ended on that date together with the Reports of the Board of
Directors and Auditors thereon.
2. To declare dividend on Equity Shares of the Company for the year ended 31st March, 2013.
3. To appoint a Director in place of Mrs. Rajashree Birla, who retires by rotation, and being eligible,
offers herself for re-appointment.
4. To appoint a Director in place of Ms. Tarjani Vakil, who retires by rotation, and being eligible, offers
herself for re-appointment.
5. To appoint a Director in place of Mr. Biswajit A. Subramanian, who retires by rotation, and being
eligible, offers himself for re-appointment.
6. To appoint a Director in place of Dr. Rakesh Jain, who retires by rotation, and being eligible, offers
himself for re-appointment.
7. To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, as the Statutory Auditors
of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion
of the next Annual General Meeting and fix their remuneration.

SPECIAL BUSINESS:
8. Appointment of Dr. Shridhir Sariputta Hansa Wijayasuriya as a Director
To consider and if thought fit, to pass with or without modification(s), the following resolution, as an
Ordinary Resolution:
“RESOLVED THAT Dr. Shridhir Sariputta Hansa Wijayasuriya, who was appointed as an Additional
Director by the Board of Directors of the Company pursuant to Section 260 of the Companies Act,
1956 (‘the Act’) and who holds office upto the date of this Annual General Meeting and in respect of
whom the Company has received a notice under Section 257 of the Act from a member signifying his
intention to propose Dr. Shridhir Sariputta Hansa Wijayasuriya as a candidate for the office of the
Director of the Company, be and is hereby appointed as a Director of the Company, liable to retire by
rotation”.

9. Issue of Securities under Employee Stock Option Scheme

To consider and if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable provisions, if
any, of the Companies Act, 1956 (the “Act”) including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force, the Memorandum and Articles of Association of the Company,
the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and
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Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time (the “SEBI
Guidelines”), the Listing Agreement(s) entered into by the Company with the stock exchanges where
equity shares of the Company are listed, any rules, guidelines and regulations issued by the Reserve
Bank of India and any other applicable laws for the time being in force and subject to such approvals,
consents, permissions and sanctions, as may be required, and further subject to such terms and
conditions as may be prescribed while granting such approvals, consents, permissions and sanctions
and which may be agreed to and accepted by the Board of Directors (hereinafter referred to as the
“Board” which term shall be deemed to include any Committee, including the ESOS Compensation
Committee constituted by the Board to exercise its powers conferred by this Resolution) consent of
the Company be and is hereby accorded to introduce and implement the “Idea Cellular Limited
Employee Stock Option Scheme – 2013” (hereinafter referred to as “the Scheme” or “ESOS-2013”),
the salient features of which are furnished in the explanatory statement to the Notice and consent
be and is hereby accorded to the Board to create, grant, offer, issue and allot at any time, in one or
more tranches, to or for the benefit of such person(s) who are in the permanent employment of the
Company in the management cadre, whether working in India or outside India, including any Managing
or Whole-time Director(s) of the Company (hereinafter referred to collectively as “employees”) as
may be decided by the Board under the Scheme, such number of Stock Options (comprising of options
and / or restricted stock units) exercisable into not more than 35,549,000 equity shares of ` 10/-
each, at such price, in one or more tranches and on such terms and conditions as may be fixed or
determined by the Board in accordance with the SEBI Guidelines or other provisions of law as may be
prevailing at that time.
RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, merger
and sale of division or other reorganisation of capital structure of the Company, as applicable from
time to time, if any additional equity shares are issued by the Company for the purpose of making a
fair and reasonable adjustment to the Stock Options granted earlier, the above ceiling of 35,549,000
equity shares shall be deemed to be increased to the extent of such additional equity shares issued.
RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or
consolidated, then the number of equity shares to be issued and allotted on exercise of Stock Options
granted under the Scheme and the exercise price of Stock Options granted under the Scheme shall
automatically stand augmented or reduced, as the case may be, in the same proportion as the present
face value of ` 10/- per equity share bears to the revised face value of the equity shares of the Company
after such sub-division or consolidation, without affecting any other rights or obligations of the
employees who have been granted Stock Options under the Scheme.
RESOLVED FURTHER THAT without prejudice to the generality of the above but subject to the terms
as may be approved by the Members of the Company, the Board is authorised to formulate, evolve,
decide upon and implement the Scheme and determine the detailed terms and conditions of the
aforementioned Scheme and including but not limited to the quantum of the Stock Options to be
granted per employee, the number of Stock Options to be granted in each tranche, the terms or
combination of terms subject to which the said Stock Options are to be granted, the exercise period,
the vesting period, the vesting conditions, instances where such Stock Options shall lapse and to
grant such number of Stock Options, to such employees of the Company, at par or at such other
price, at such time and on such terms and conditions as set out in the Scheme and as the Board may
in its absolute discretion think fit.
RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot equity shares upon
exercise of Stock Options from time to time in the manner aforesaid and such equity shares shall rank
pari passu in all respects, including dividend, with the then existing equity shares of the Company.
RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing
of the equity shares allotted under the Scheme on the stock exchanges where the securities of the

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Company are listed in accordance with the provisions of the listing agreement with the concerned
stock exchanges, SEBI guidelines and other applicable laws and regulations.
RESOLVED FURTHER THAT the Board be and is hereby authorised to make any modifications, changes,
variations, alterations or revisions in the Scheme, as it may deem fit, from time to time or to suspend,
withdraw or revive the Scheme from time to time in conformity with the provisions of the Act, the
SEBI Guidelines and other applicable laws unless such variation, amendment, modification or
alteration is detrimental to the interest of the employees who have been granted Stock Options
under the Scheme.
RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution, the Board be and
is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion,
deem necessary, expedient or proper and to settle all questions, difficulties or doubts that may arise
in relation to formulation and implementation of the Scheme at any stage including at the time of
listing of the equity shares issued herein without requiring the Board to secure any further consent
or approval of the Members of the Company to the end and intent that they shall be deemed to have
given their approval thereto expressly by the authority of this resolution.”

10. Extension of benefits of the Employee Stock Option Scheme to the employees of holding / subsidiary
company(ies)
To consider and if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable provisions, if
any, of the Companies Act, 1956 (the “Act”) including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force, the Memorandum and Articles of Association of the Company,
the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time (the “SEBI
Guidelines”), the Listing Agreements entered into by the Company with the stock exchanges where
equity shares of the Company are listed, any rules, guidelines and regulations issued by the Reserve
Bank of India and any other applicable laws for the time being in force and subject to such approvals,
consents, permissions and sanctions, as may be required, and further subject to such terms and
conditions as may be prescribed while granting such approvals, consents, permissions and sanctions
and which may be agreed to and accepted by the Board of Directors (hereinafter referred to as the
“Board” which term shall be deemed to include any Committee, including the ESOS Compensation
Committee constituted by the Board to exercise its powers conferred by this Resolution) consent of
the Company be and is hereby accorded to the Board, to extend the benefits and coverage of the
“Idea Cellular Limited Employee Stock Option Scheme – 2013” (hereinafter referred to as “the Scheme”
or “ESOS-2013”), referred to in the resolution under Item No.9 of this Notice, also to such persons
who are in permanent employment of any present and future holding and/or subsidiary companies
of the Company in the management cadre, whether working in India or outside India, including any
Managing or Whole-time Director(s) of the holding and/or subsidiary companies of the Company
under the Scheme in the manner mentioned in the resolution under Item No.9 of this Notice, as may
be decided by the Board in accordance with the SEBI Guidelines or other provisions of law as may be
prevailing at that time.
RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution, the Board be and
is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion,
deem necessary, expedient or proper and to settle any questions, difficulties or doubts that may
arise in relation to formulation and implementation of the Scheme at any stage including at the time
of listing of the equity shares issued herein without requiring the Board to secure any further consent
or approval of the Members of the Company to the end and intent that they shall be deemed to have
given their approval thereto expressly by the authority of this resolution.”

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11. To consider raising of funds through issuance of equity shares

To consider and if thought fit, to pass with or without modification(s), the following resolution, as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 81(1A) and other applicable provisions, if
any, of the Companies Act, 1956 (including any amendments thereto or re-enactment thereof) (the
“Companies Act”), the provisions of the Memorandum and Articles of Association of the Company,
the Listing Agreements entered into by the Company with the stock exchanges where Equity Shares
of the Company are listed and in accordance with the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2009 (the “SEBI ICDR Regulations”), the
provisions of the Foreign Exchange Management Act, 1999, (“FEMA”) and rules and regulations framed
there under as amended from time to time and subject to other applicable rules, regulations and
guidelines issued by the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India
(“RBI”), the Government of India (“GoI”), the Stock Exchanges and / or any other competent authorities
from time to time to the extent applicable, and subject to such approvals, permissions, consents and
sanctions as may be necessary from SEBI, Stock Exchanges, RBI, GoI and any other authorities as may
be required in this regard and further subject to such terms and conditions or modifications as may
be prescribed or imposed by any of them while granting any such approvals, permissions, consents
and / or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter
referred to as “the Board” which term shall be deemed to include any Committee thereof which the
Board may have constituted or hereinafter constitute to exercise its powers including the powers
conferred by this Resolution), consent of the members be and is hereby accorded to the Board to
create, offer, issue and allot such number of Equity Shares of face value of ` 10/- each for an aggregate
amount not exceeding ` 3,000 crore (including premium, if any, on such Equity Shares) to Qualified
Institutional Buyers (“QIBs”) under the Qualified Institutions Placement (“QIP”) route permitted by
the SEBI ICDR Regulations, in one or more tranches, whether or not such QIBs are members of the
Company, through a Placement Document and / or such other documents / writings/circulars/
memoranda in such manner, at such price or prices, whether at a discount or premium to the market
price, determined in accordance with the pricing guidelines prescribed under Chapter VIII of the SEBI
ICDR Regulations, and on such terms and conditions as may be determined by the Board at an
appropriate time in consultation with the lead managers(s) appointed and / or to be appointed by
the Company in accordance with the provisions of Chapter VIII of the SEBI (ICDR) Regulations (the
“QIP Issue”).
RESOLVED FURTHER THAT the Relevant Date for determining the Floor Price of the Equity Shares to
be allotted pursuant to the QIP Issue, shall mean the date of the meeting in which the Board decides
to open the QIP Issue.
RESOLVED FURTHER THAT the Board may at its absolute discretion issue Equity Shares at a discount
of not more than five per cent or such other discount as may be permitted under the applicable
regulations to the QIP Floor Price as determined in accordance with the SEBI ICDR Regulations.
RESOLVED FURTHER THAT the Equity Shares to be issued and allotted in terms of this Resolution
shall rank pari passu with the then existing Equity Shares of the Company in all respects, including
dividend.
RESOLVED FURTHER THAT the Equity Shares shall be issued and allotted within twelve months from
the date of this resolution or such other time as may be allowed under the SEBI ICDR Regulations.
RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint lead manager(s),
underwriters, depositories, custodians, registrars, bankers, lawyers, advisors and all such agencies
as are or may be required to be appointed, involved or concerned in the QIP Issue and to remunerate
them by way of commission, brokerage, fees or the like and also to reimburse them out of pocket
expenses incurred by them and also to enter into and execute all such arrangements, agreements,
memoranda, documents, etc., with such agencies and also to seek the listing and trading of the
Equity Shares being offered in the QIP Issue on the Stock Exchanges where the Equity Shares of the
Company are listed.
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RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby
authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and
things as it may, in its absolute discretion, deem necessary, desirable or expedient for the QIP Issue
and to resolve and settle all questions, difficulties or doubts that may arise in regard to such QIP
Issue, including the finalization and approval of the draft as well as final offer document(s),
determining the form and manner of the QIP Issue, finalization of the timing of the QIP Issue,
identification of the investors to whom Equity Shares to be offered, utilization of the issue proceeds,
without being required to seek any further consent or approval of the members or otherwise to the
end and intent that the members shall be deemed to have given their approval thereto expressly by
the authority of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers
herein conferred to any committee of directors (including “Securities Allotment Committee”) and /
or any director(s) or any other officer(s) of the Company in such manner as they may deem fit in their
absolute discretion.”
By Order of the Board
For Idea Cellular Limited

Place: Mumbai Pankaj Kapdeo

Date: August 08, 2013 Company Secretary

NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, SHOULD BE DULY STAMPED, COMPLETED, SIGNED
AND MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LATER THAN 48 HOURS
BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.
2. Corporate Members intending to depute their authorised representatives to attend the Meeting are
requested to send a duly certified copy of the Board Resolution/Power of Attorney authorizing their
representatives to attend and vote on their behalf at the Meeting.
3. The relative Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, in respect
of the Special Business set out at Item No. 8 to 11 of the Notice is annexed hereto.
4. Profile of Directors seeking Appointment/Re-appointment at the 18th Annual General Meeting, as
required in terms of Clause 49 of the Listing Agreement entered into with the Stock Exchange(s), is
annexed to this Notice.
5. The Annual Report of the Company for the year 2012-13, is also uploaded on the Company’s website
www.ideacellular.com in the ‘Investor Relations’ Section.
6. The Register of Members and Share Transfer Books will remain closed from Saturday, the 7th day of
September, 2013 to Monday, the 16th day of September, 2013 (both days inclusive) for the purpose of
payment of dividend, if any, approved by the members.
7. The dividend as recommended by the Board, if approved at the Meeting, will be paid to those members
whose names appear:
(a) As Beneficial Owners as at the end of business hours on 6th September, 2013 as per lists to be
furnished by National Securities Depositories Ltd. (NSDL) and Central Depositories Services (India)
Limited (CDSL) in respect of the shares held in electronic form.
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(b) As Member in the Register of Members of the Company after giving effect to all valid share
transfers in physical form which are lodged with the Company or its Registrar and Share Transfer
Agent (RTA) on or before 6th September, 2013.
8. Members who hold shares in the physical form and desirous of availing Electronic Clearance Scheme
(ECS) facility for direct credit of dividend to their bank account, may submit their requisite request to
the Company’s Registrars and Share Transfer Agents (RTA). Members are requested to utilize the
ECS for receiving dividends. Any query related to dividend should be directed to the RTA of the
Company. In respect of members holding shares in electronic form, the bank details as furnished by
the respective depositories to the Company will be used for the purpose of distribution of dividend
through ECS. The Company/ RTA will not act on any direct request from members holding shares in
dematerialized form for change/deletion of such bank details.
9. Members holding shares in electronic form are requested to intimate any change in their address,
E-mail ID and signature to their respective Depository Participants with whom they are maintaining
their demat accounts. Members holding shares in physical form are requested to intimate such
changes to the Registrar and Share Transfer Agents of the Company.
10. As per Circular No. MRD/DoP/Cir-05/2009 dated May 20, 2009 issued by Securities and Exchange
Board of India (SEBI), it is mandatory to quote Permanent Account Number (PAN) for participating in
the securities market. Therefore, Members holding shares in dematerialised form are requested to
submit the PAN details to their Depository Participant, whereas Members holding shares in physical
form are requested to submit the PAN details to the Registrar and Share Transfer Agents of the
Company.
11. Statutory Registers and documents referred to in the Notice and Explanatory Statement including
certificate from the Statutory Auditors of the Company under Clause 14 of the SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are open for inspection at
the Registered Office of the Company on all working days (Monday to Friday) between 11:00 a.m. to
1:00 p.m. upto the date of the Annual General Meeting and will also be available for inspection at the
meeting.
12. Members/Proxy holders are requested to bring duly filled attendance slip sent herewith, alongwith
the copy of the Annual Report at the meeting.
13. The Ministry of Corporate Affairs, (MCA) Government of India, through its Circular Nos.17/2011 dated
21st April, 2011 and 18/2011 dated 29th April, 2011, respectively, has allowed companies to send
documents viz. Notices of meetings, Annual Reports and other shareholder communication to their
shareholders electronically as part of its Green Initiative in corporate governance. A recent amendment
to the Listing Agreement with Stock Exchanges also permits sending the aforesaid documents through
electronic mode to Members who have registered their email address with the Company for this
purpose. The Company supports the measures in the Green Initiative. Members are also requested
to join the Company in this initiative by registering their Email ID with the Company or its RTA.
A ‘Green Initiative’ Form can be downloaded from the Company’s website viz. www.ideacellular.com
for registering the email ID.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item No. 8
Pursuant to change in nomination by Axiata Group, Berhad, Dr. Shridhir Sariputta Hansa Wijayasuriya
was appointed as an Additional Director, qualifying as a Non-Executive Director, in place of Mr. Juan
Villalonga Navarro with effect from January 29, 2013. As per the provisions of Section 260 of the Companies
Act, 1956, Dr. Shridhir Sariputta Hansa Wijayasuriya holds office upto the date of the ensuing Annual
General Meeting of the Company. The Company has received a notice in writing under Section 257 of the
Companies Act, 1956 from a member alongwith the requisite deposit of ` 500/-, proposing his candidature
for the office of Director of the Company.
Dr Wijayasuriya is a qualified Chartered Engineer from UK and has done MBA, from University of Warwick
UK. He has also done his MA from the University of Cambridge, UK, and PhD from the University of Bristol.
Dr. Wijayasuriya is currently the CEO of Dialog Telekom Limited. He has been awarded GSM (100) Role of
Honour, Contribution to GSM in Asia Pacific and Business Leader of the year- Gold Award 2003.
The Board accordingly commends the resolution as set out in Item No. 8 of the Notice for your approval.
None of the Directors of the Company, except Dr. Shridhir Sariputta Hansa Wijayasuriya, is interested or
concerned in the resolution.
Item nos. 9 & 10
Stock options in the hands of employees have long been recognised as an effective instrument to align
the interests of the employees with that of the Company, providing an opportunity to the employees to
share in the growth of the Company. Accordingly, the Company intends to reward, attract, motivate and
retain employees and Directors of the Company, its holding and subsidiary companies for their high levels
of individual performance, their efforts to improve the financial performance of the Company and their
loyalty to the Company, by offering them equity shares by way of an employee stock options scheme. The
eligible employees shall be granted employee stock options in the form of options (“Options”) and/ or
restricted stock units (“RSUs”). Options and RSUs are collectively referred to as “Stock Options” which
will be exercisable into equity shares upon such terms and conditions applicable to the Stock Options, as
the case may be.
The Board of Directors (“the Board”) of the Company has vide its resolution dated 10th May, 2013 resolved
to introduce the “Idea Cellular Limited Employee Stock Option Scheme – 2013” (hereinafter referred to as
“the Scheme” or “ESOS-2013”) subject to the approval of the Members and the provision of the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, as amended from time to time (the “SEBI Guidelines”) and authorised the ESOS
Compensation Committee to formulate the detailed terms and conditions of the Scheme and once
formulated to administer and implement the Scheme in accordance with the SEBI guidelines.
The Members are informed that the Company intends to offer not more than 35,549,000 equity shares of
` 10/- each under the Scheme by way of grant of Stock Options.
Your approval is being sought for issue of Stock Options to eligible employees of the Company, including
its Managing or Whole-time Director(s) and that of its holding and / or subsidiary companies by introduction
of the Scheme.
The Scheme is being formulated in accordance with the SEBI Guidelines. The salient features of the Scheme
are as under:
(a) Total number of Stock Options to be granted:
The total number of Stock Options (comprising of Options and RSUs) that may in the aggregate be
granted shall be such number that will entitle the grantees to acquire, in one or more tranches, such
equity shares of the Company not exceeding 35,549,000 equity shares of ` 10/- each. The aggregate
number of RSUs proposed to be granted under the Scheme shall not be exercisable into more than
50% of the overall ceiling of equity shares to be issued under the Scheme (which number shall be
adjusted in lieu of adjustments / re-organisation of capital structure of the Company from time to
time). One Stock Option entitles the grantees to one equity share (i.e. one Option will entitle the
grantee to one equity share and one RSU will entitle the grantee to one equity share). In case of any
corporate action(s) such as rights issue, bonus issue, merger and sale of division, split or consolidation
among others, a fair and reasonable adjustment needs to be made to the Stock Options granted.
Accordingly, if any additional equity shares are issued by the Company to the grantees for making
such fair and reasonable adjustment, the ceiling of 35,549,000 equity shares shall be deemed to be
increased to the extent of such additional equity shares issued. Stock Options not vested due to
non-fulfillment of the vesting conditions, vested Stock Options which the grantees expressly refuse
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to exercise, Stock Options (vested and not exercised and unvested) which have been surrendered
and any Stock Options granted but not vested or exercised within the stipulated time due to any
reasons, shall lapse and these Stock Options or the underlying equity shares will be available for
grant under the present Scheme or under a new scheme, subject to compliance with the provisions
of the Applicable Law.
(b) Identification of classes of employees entitled to participate in the Scheme:
Persons who are permanent employees of the Company in the management cadre, working in or out
of India, including Managing or Whole-time Director(s) of the Company, and that of the holding and/
or subsidiary companies, as may be decided by the Board and / or the ESOS Compensation Committee,
shall be eligible to be granted Stock Options under the Scheme.
The following category of employees / Directors shall not be eligible to participate in the Scheme:
(i) a promoter or belonging to the promoter group;
(ii) an Independent Director and Non-Executive Director(s);
(iii) a Director who either by himself or through his relatives or through any body corporate, directly
or indirectly holds more than 10% of the outstanding equity shares of the Company.
(c) Requirements of vesting and period of vesting:
The Board and / or the ESOS Compensation Committee may, at its discretion, lay down certain criteria
including but not limited to performance metrics on the achievement of which the granted Stock
Options would vest. The detailed terms and conditions relating to such criteria for vesting, the period
over which and the proportion in which the Stock Options granted would vest would be subject to
the minimum and maximum vesting period as specified below.
● Vesting schedule for Options:
The Options would vest not earlier than one year and not later than five years from the date of
grant of Options or such other period as may be determined by the Board and / or the ESOS
Compensation Committee. The vesting schedule (i.e. exact proportion in which and the exact
period over which the Options would vest) would be determined by the Board and / or the ESOS
Compensation Committee, subject to the minimum vesting period of one year from the date of
grant of Options. The Options granted under the Scheme shall vest in one or more tranches.
● Vesting schedule for RSUs:
The RSUs would vest not earlier than one year and not later than three years from the date of
grant of RSUs or such other period as may be determined by the Board and / or the ESOS
Compensation Committee. The vesting schedule (i.e. exact proportion in which and the exact
period over which the RSUs would vest) would be determined by the Board and / or the ESOS
Compensation Committee, subject to the minimum vesting period of one year from the date of
grant of RSUs. The RSUs granted under the Scheme shall vest in one or more tranches.
(d) Exercise price or pricing formula:
Exercise price for Options:
The Options may be issued at such price that the Board and / or the ESOS Compensation Committee
may determine on the date of the grant of Stock Options under the Scheme and specified in the
relevant grant documents provided that the Exercise Price per Option shall not be less than the face
value of the equity share of the Company.
Exercise price for RSUs:
The RSUs may be issued at face value or as may be determined by the Board and / or the ESOS
Compensation Committee.
(e) Exercise period or process of exercise:
The exercise period would commence from the date of vesting and will expire on completion of five
years from the date of vesting of Stock Options or such other period as may be determined by the
Board and / or the ESOS Compensation Committee.
The Stock Options will be exercisable by the employees by a written application to the Company
accompanied by payment of the Exercise Price in such manner and on execution of such documents,
as may be prescribed by the Board and / or the ESOS Compensation Committee from time to time.
The Stock Options will lapse if not exercised within the specified exercise period.

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(f) The appraisal process for determining the eligibility of employees:

The appraisal process for determining the eligibility of the employees will be specified by the Board
and / or the ESOS Compensation Committee, and will be based on criteria, such as role / criticality of
the employee, length of service with the Company, work performance, technical knowledge,
managerial level, future potential and such other criteria that may be determined by the Board and /
or the ESOS Compensation Committee at its sole discretion.
The Board and / or the ESOS Compensation Committee may decide to extend the benefits of the
Scheme to new entrants or to existing employees on such basis as it may deem fit.
(g) Disclosure and accounting policies:
The Company shall comply with such applicable disclosure and accounting policies as prescribed by
the SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999
and prescribed by the concerned authorities from time to time.
(h) Maximum number of Stock Options to be issued per employee and in aggregate:
The maximum number of Stock Options to be granted to any employee shall be decided by the Board
and / or the ESOS Compensation Committee. However, the number of Stock Options that may be
granted to a single employee under the Scheme shall not exceed 0.2% of the paid up equity share
capital at the time of grant of Stock Options (which shall be adjusted in lieu of adjustments/
re-organisation of capital structure of the Company from time to time).
The aggregate of all such Stock Options shall not result into more than 35,549,000 equity shares of
the Company which shall be adjusted in lieu of adjustments/ re-organisation of capital structure of
the Company from time to time.
(i) Method of Stock Option valuation:
To calculate the employee compensation cost, the Company shall use the Intrinsic Value method for
valuation of the Stock Options. The difference between the employee compensation cost so computed
and the cost that shall have been recognized if it had used the Fair Value of the Stock Options, shall
be disclosed in the Directors’ Report and also the impact of this difference on profits and on Earnings
Per Share of the Company shall also be disclosed in the Directors’ Report.
(j) Transferability of Stock Options:
The Stock Options granted to an employee will not be transferable to any person and shall not be
pledged, hypothecated, mortgaged or otherwise alienated in any manner. However, in the event of
the death of a Stock Option holder while in employment, the right to exercise all the Stock Options
granted to him till such date shall be transferred to his legal heirs or nominees.
(k) Other Terms:
The Board and / or the ESOS Compensation Committee shall have the absolute authority to vary or
modify the terms of the Scheme in accordance with the regulations and guidelines prescribed by
Securities and Exchange Board of India or regulations that may be issued by any appropriate authority,
from time to time, unless such variation, modification or alteration is detrimental to the interest of
the employees who have been granted Stock Options under the Scheme.
As the Scheme would entail issue of further shares to persons other than the existing shareholders,
consent of Members is being sought, in terms of Section 81(1A) of the Companies Act, 1956.
Additionally, in accordance with SEBI Guidelines, a separate resolution is required to be passed, if
benefits of the Scheme as stated in Resolution No. 9 of this Notice are being extended to the employees
of holding and / or subsidiary companies. Therefore, a separate resolution as stated in Resolution
No. 10 is proposed to extend the benefits of the Scheme to the permanent employees (in the
management cadre) including Managing or Whole-time Directors of the holding and / or subsidiary
companies of the Company.
The Board accordingly commends the resolutions as set out in Item Nos. 9 and 10 of the Notice for
your approval.
None of the Directors of the Company are in any way, concerned or interested in the resolution,
except to the extent of the Stock Options that may be offered to them under the Scheme. The Stock
Options to be granted under the Scheme shall not be treated as an offer or invitation made to the
public for subscription in the securities of the Company.

9
CMYK

Item No. 11
Members are aware that Company is operating in the telecom sector, which is highly capital intensive. It
needs regular augmentation of funds to meet business requirements, including payment towards
spectrum that may be auctioned by the Department of Telecommunications, Government of India in
future. While internal generation of funds would partially finance the need for capital and debt raising
would be another source of funds, it is thought prudent for the Company to raise part of such funding
requirements through issuance of Equity Shares, which would be used for the said purposes as well as for
general corporate purposes.
Considering the current market conditions and the capital requirements, in order to augment the resources
for the Company, the Company proposes to access the capital markets through the Qualified Institutions
Placement (“QIP”) route by issuing such number of Equity Shares of face value of ` 10/- each to Qualified
Institutional Buyers (“QIBs”) for an aggregate amount not exceeding ` 3,000 crore (including premium, if
any) in accordance with the provisions of Chapter VIII of Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations).
The Special Resolution seeks to empower the Board to issue Equity Shares by way of QIP to QIBs in
accordance with Chapter VIII of the SEBI (ICDR) Regulations. The Special Resolution also seeks to give the
Board powers to issue the Equity Shares in one or more tranches, at such time or times, at such price or
prices to QIBs under the QIP route, as the Board in its absolute discretion may deem fit.
The pricing of the Equity Shares that may be issued to QIBs pursuant to SEBI ICDR Regulations shall be
freely determined subject to such price not being less than the floor price calculated in accordance with
Chapter VIII of the SEBI ICDR Regulations (“QIP Floor Price”). Further, the Board may also offer a discount
of not more than 5% or such other percentage as permitted on the QIP Floor Price calculated in accordance
with the pricing formula provided under SEBI ICDR Regulations. The “Relevant Date” for this purpose will
be the date when the Board (including Committee thereof) decides to open the QIP for subscription.
The detailed terms and conditions for the issue will be determined by the Board in consultation with lead
manager(s) and other agencies that may be appointed by the Board for the purpose of the said QIP Issue.
As the QIP issue may result in the issue of Equity Shares of the Company to investors who may or may not
be members of the Company, consent of the members is being sought pursuant to Section 81(1A) and
other applicable provisions, if any, of the Companies Act, 1956 and any other law for the time being in
force and being applicable and in terms of the provisions of the Listing Agreement executed by the
Company with the Stock Exchanges where the Equity Shares of the Company are listed.
The Board accordingly commends the resolution as set out in Item No. 11 of the accompanying Notice for
your approval.
The Directors of the Company may be deemed to be concerned or interested in the proposed resolution
to the extent of Equity Shares that may be subscribed by the companies / institutions in which they are
Directors or members. Except as aforesaid none of the Directors of the Company is in any way concerned
or interested in this resolution.
By Order of the Board
For Idea Cellular Limit\ed

Place: Mumbai Pankaj Kapdeo

Date: August 08, 2013 Company Secretary

10
 CMYK

Details of Directors seeking Appointment / Re-appointment at the 18th Annual General Meeting
Particulars Mrs. Rajshree Birla Ms. Tarjani Vakil Mr. Biswajit A. Subramanian Dr. Rakesh Jain Dr. Shridhir Sariputta Hansa Wijayasuriya

Date of Birth September 15, 1945 October 30, 1936 September 19, 1965 January 19, 1961 April 02, 1968

Date of Appointment June 20, 2006 September 2, 2006 December 1, 2006 October 26, 2009 January 29, 2013

Qualifications Bachelor of Arts M.A. 1. M.B.A From Wharton School 1. M. Tech. 1. M.A. from University of Cambridge UK
2. M-Tech. in Electrical Engineering 2. Ph.D in Polymer Science & 2. M.B.A. University of Warwick UK
3. B-Tech. in Electrical Engineering Engineering (USA) 3. Ph.D. from Unversity of Bristol UK
from IIT 4. Chartered Engineer Ceng (UK)

Nature of expertise Industrialist Wide experience in Finance Vast experience in Corporate Finance, Wide experience in General Wide experience in Telecom Industry
& Banking Mergers and Acquisitions. Management and Business Management

Directorships held in other Public 1. Grasim Industries Ltd. 1. Asian Paints Ltd. 1. Aditya Birla Telecom Ltd. 1. Aditya Birla Nuvo Ltd. None
companies (excluding foreign companies) 2. Aditya Birla Nuvo Ltd. 2. Alkyl Amines Chemicals Ltd. 2. UFO Moviez India Ltd. 2. Aditya Birla Minacs
3. Hindalco Industries Ltd. 3. Mahindra Intertrade Ltd. 3. Hathway Cable & Datacom Ltd. Worldwide Ltd.
4. Essel Mining & Industries Ltd. 4. Aditya Birla Nuvo Ltd. 3. Aditya Birla Science &
5. Ultra Tech Cement Ltd. 5. Birla Sun Life Insurance Technology Company Ltd.
6. Aditya Birla Health Services Ltd. Company Ltd. 4. Birla Sun Life Insurance
Company Ltd.
5. Birla Management Centre
Services Ltd.

Memberships / Chairmanships of 1. Aditya Birla Health Services Ltd. 1. Birla Sun Life Insurance Company None None None
committees of other Public companies (Audit Committee – Member) Ltd. (Audit Committee–Member)
(includes only Audit Committee and 2. Asian Paints Ltd. (Audit
Shareholders’ / Investors’ Grievance Committee –Chairperson)
Committee) 3. Aditya Birla Nuvo Ltd. (Audit
Committee –Chairperson)
4. Mahindra Intertrade Ltd.
(Audit Committee–Chairperson)

Number of shares held in the Company Nil 147 Nil 5,000 Nil

11
CMYK

IDEA CELLULAR LIMITED

(An Aditya Birla Group Company)
Registered Office: Suman Tower, Plot No. 18, Sector-11, Gandhinagar-382 011, Gujarat

ATTENDANCE SLIP
Regd. Folio No./DP ID-Client ID .............................................
No. of shares held ...................................................................
I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.
I hereby record my presence at the Eighteenth Annual General Meeting of the Company at Cambay
Spa and Resort, Plot No. X-22/23 GIDC Electronic Estate, Sector 25, Gandhinagar – 382 044, Gujarat on
Monday, the 16th day of September, 2013 at 12:00 noon.

.......................................................................... .......................................................
Member’s/Proxy’s name in BLOCK letters Member’s/Proxy’s Signature

NOTE: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members
are requested to bring their copy of the Annual Report.

IDEA CELLULAR LIMITED

(An Aditya Birla Group Company)
Registered Office: Suman Tower, Plot No. 18, Sector-11, Gandhinagar-382 011, Gujarat

FORM OF PROXY

Regd. Folio No./DP ID-Client ID .............................................

No. of shares held ...................................................................

I/We ........................................................................................................................ of .....................................

in the district of …………………………....................………………… being member/members of Idea Cellular Limited,
hereby appoint Mr./Ms. ………………………………………..................................................................................………........
of …………………………....................…………… in the district of …………….............……….........………...... or failing him/her,
Mr./Ms. …...........................……………...............……………… of ……………….................................……………………………. in the
district of ………………….......…….. as my/our proxy to attend and vote for me/us on my/our behalf at the
Eighteenth Annual General Meeting of the Company to be held on Monday, the 16th day of September,
2013 at 12:00 noon and at any adjournment thereof.
Affix
Revenue
Stamp

Signed this ........................... day of ..................................... 2013 Signature .............................

NOTE: This form of Proxy, in order to be effective, should be duly stamped, completed, signed and
deposited at the Registered Office of the Company, not less than 48 hours before the time
fixed for commencement of the Meeting. 1
CMYK

IDEA CELLULAR LIMITED

CMYK

Mr. Aditya Birla

We live by his values.
Integrity, Commitment, Passion, Seamlessness and Speed.
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The Chairman’s Letter

to Shareholders
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%
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in 2013, increasing to 5.7% in 2014. US GDP is expected

“The Financial Year to grow 1.9% in 2013, rising sharply to 3.0% in 2014.
Europe will remain a laggard, with growth projected
2012-13 was a tumultuous
at -0.3% this year, and inching to just over 1% in 2014.
one for the telecom China’s growth will scale back from its recent double digit
levels to 7-8%, which is still respectable.
sector, with a number of
Developments on the global front undeniably dented
regulatory decisions, India’s growth level, besides the issues at home.
which impacted the The Indian economy – ongoing resilience
industry, forcing it to incur Slow growth, investor diffidence, the rupee falling to an
all time low, power outages and a poor monsoon added
high costs.”
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
2012-13 was 5.1%, compared to 15.3% in the previous year.
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,
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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 “Your Company
clocking ` 224,577 Mn in Gross Revenue and an EBITDA
of ` 60,046 Mn, a rise of 17.9% over the previous year. consolidated its 3rd
On the back of strong top line performance and tight
position in terms of
execution, PAT soared by 39.8% over FY 11-12 to
` 10,109 Mn and Cash Profits increased by 24% over Revenue Market Share
FY 11-12 to ` 49,794 Mn.
(RMS) as it improved RMS
Subscriber growth remained a focus area resulting in a
gain of 1.2% VLR market share reaching 16.6% and from 15.0% in Q4 FY 11-12
ending with 121.6 Mn subscribers. This makes your to 15.7% in Q4 FY 12-13.
Company the 7th largest single country telecom operator
globally by subscriber count. Your Company led the Given Idea’s excellent
industry in VLR subscriber additions in FY 12-13 by performance, I am delighted
garnering 37.2% of total industry subscriber additions.
Significantly, while gaining volumes, it retained the to report that after
distinction of the best subscriber quality at 98.9% of
16 years of the start of
subscribers on VLR, way above industry average of 83%.
Even as your Company added over 6,900 GSM sites to
your Company’s operations,
augment growth of voice services, taking its overall GSM your Board has
sites to over 90,000, it has propelled the data traffic
growth by ongoing investments in its mobile broadband recommended its maiden
backbone. It rolled out more than 4,300 3G overlay sites, dividend of 3 per cent.”
with the total count crossing over 17,100 sites taking
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the OFC network to 74,000 km of cable. Your Company’s

“On the back of strong data users generate more than 3.75 Bn MB of data traffic
execution and a clear per month on its global quality High Speed Data network.
Given Idea’s excellent performance, I am delighted to
focused strategy
report that after 16 years of the start of your Company’s
keeping quality of operations, your Board has recommended its maiden
dividend of 3 per cent. I appreciate the unequivocal
service and consumers commitment of your Company’s over 270,000
at its center, your institutional and retail investors to its growth and their
faith in the Company.
Company’s management
Outlook
is confident that it will
The sector offers growth opportunities, both in voice and
not only overcome any data. While there is still much to be derived from voice
impending regulatory business, data is emerging as the next driver of growth.
On the back of strong execution and a clear focused
and market challenges strategy keeping quality of service and consumers at its
center, your Company’s management is confident that
but also come out a
it will not only overcome any impending regulatory and
healthier and stronger market challenges but also come out a healthier and
stronger operator, set to become a challenger to the
operator, set to become
incumbent leaders.
a challenger to the
To our Teams
incumbent leaders.”
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
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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.
“Our entrepreneurial DNA
Two new programmes namely “Step UP” and “Turning
Point” have been launched. These aim primarily to also encourages risk
prepare Departmental Heads and Functional Heads for taking which includes
the next stage of their career development as Functional
heads and Cost Centre heads respectively. The first pilot taking risks with people,
batches have already undergone the initial rounds of
of course with safety
training. These programmes will be further
institutionalized. nets. We believe that
Last year, I had alluded to the launch of our P&L Leaders
people are endowed with
Development Program, called – “The Cutting Edge”. The
objective of this program is to prepare our high- immense capability - our
performing functional heads to take on P&L roles. The
task is to spot them,
program has taken off to a solid start. The first batch of
participants has been already absorbed in the global early in their careers and
immersion program across 4 different countries. The
second batch of “The Cutting Edge” will soon start their provide them with
programme.
suitable opportunities
To augment talent on the technical side, we have also
been hiring, for the first time, a select set of to try their hand at and
manufacturing professionals directly at the Group level test their skills.”
– The first group has already moved into our businesses.
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Our in-house learning university ‘Gyanodaya’ is a globally

“It was very heartening
benchmarked institution. It leverages resources from
for me to see that 92% of around the world to meet the development needs of our
employees have an leadership. Last year it had 28,000 touch points and
partnered with several external institutions and
overwhelming sense of
corporations for collaborative learning. More than a 1,000
pride in our Group. More executives take courses at Gyanodaya each year.
than 80% are engaged Alongside, we have institutionalized global career paths
employees and again over - driven both by the individual and the organization’s
90% say that they needs. To a great extent this allows an individual to ‘take
charge of his own career’. We leverage vacancies across
understand the connect
the Group and stimulate talent mobility by identifying
between their work and and moving leaders across geographies and functions
goals of business. Today, and into new roles as part of their career development.
Development for us today means providing people
we are reckoned as an
opportunities to learn from their work rather than taking
Employer of Choice that them away from their work to learn.
offers a World of Let me give you some statistics relating to fast tracking
Opportunities for talent. of talent. Since April 2011, from our management cadre
I take great pride in comprising of 37,600 colleagues 15%, i.e. 5,824 have
been promoted, 18% i.e. 6,481 have moved roles and 12%
sharing with you that our
i.e. 4,543 have moved location.
Group (Aditya Birla Group) Additionally, we seek feedback in an institutionalized
has topped Nielsen’s way and conduct conversations with our people across
Corporate Image Monitor the Group to gauge their engagement with our Group.
We call it ‘Vibes’. The Vibes survey is carried out by a
2012-13.”
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
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Corporate Image, according to the annual Corporate

Image Monitor 2012-13, conducted by Nielsen, a leading “Our indomitable
global provider of insights and information into what strength of running low
consumers watch and buy. The six pillars of Corporate
Image comprise of Product & Service quality, Vision and cost, highly-efficient and
Leadership, Workplace Management, Financial
vastly productive
Performance, Operating style and Social responsibility.
Nielsen’s Corporate Image Monitor measures the operations, through our
reputation of the 40 leading companies in India across embedded culture of
sectors and serves as an important indicator of the
strength of the corporate brand”. continuous improvement
The survey was conducted among policy makers, the and innovation, will see
financial media, financial analysts, investors,
us through good times as
professionals from the corporate sector and the general
public across 7 metros. The 40 corporates covered in this well as tough times.”
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

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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 Robust Growth in EBITDA

` bn 224.6 ` bn 60.0
195.4 50.9

155.0
37.9
125.0 34.1
101.5 28.4
22.7
67.4

FY08 FY09 FY10 FY11 FY12 FY13 FY08 FY09 FY10 FY11 FY12 FY13

Robust Growth in Cash Profits Net Profits

49.8
` bn ` bn
10.4 10.1
40.3 9.5
8.8 9.0
34.1
30.6 7.2
23.5
19.8

FY08 FY09 FY10 FY11 FY12 FY13 FY08 FY09 FY10 FY11 FY12 FY13

3
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Key Performance Indicators

EoP Subscribers Revenue Market Share*

(in Mn.) (in %)

122 14.9%
113 14.3%
13.2%
12.4%
90 11.1%
9.7%
64

39
24

2008 2009 2010 2011 2012 2013 2008 2009 2010 2011 2012 2013

Minutes of Usage Cellsites Count

(in Bn) (in ‘000)

90
532 83
453 74
66
363
50

225
29
154
86

2008 2009 2010 2011 2012 2013 2008 2009 2010 2011 2012 2013

*Based on gross revenue for Mobile and UAS Licenses, released by the TRAI

5
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Annual Report 2012-13

Management Discussion And Analysis Report

Indian Wireless Sector Company is focused on expansion in these service areas to
The Indian wireless sector continued to expand its reach with further consolidate its leadership position. Seven operating
the addition of more than 40 million VLR (active) subscribers licenses (representing 20.5% of Industry wireless revenue and
during the year. However, revenue growth for the sector during 4.7% of Company revenues) of the Company were cancelled by
the Financial Year 2012-13 remained subdued, and was lower Supreme Court in February 2012, which were
than that of Financial Year 2011-12. The uncertain, complex and re-acquired in November 2012 auctions. These 7 service areas,
litigation prone regulatory environment, arising out of where the commercial operations were started in FY 09-10, are
cancellation of licenses by Supreme Court in February 2012 and gestating in terms of profitability. With reduction in competitive
subsequent adoption of astronomical reserve prices for intensity, your Company intends to increase its coverage and
spectrum auctions by Government, continued diverting energies market share in these service areas to achieve break even.
from operations to regulation.
Long Distance and Other Services
The spectrum auction in November 2012 witnessed a luke-warm
Your Company holds licenses for NLD, ILD and ISP services. Its
response from operators, with reacquisition of only ~1/7th of
fibre cable transmission network (owned as well as under IRU
cancelled licenses. In terms of quantum of spectrum, out of the
arrangement with other telecom operators) expanded to
total 236 blocks of 1.25 MHz put to auction in 1800 MHz band,
74,000 kms, compared to 65,000 kms a year ago. Your Company
only 102 blocks were taken up, while no bids were placed for
has also increased the OFC PoPs to over 2,308 PoPs in 128 cities
the service areas of Mumbai, Delhi, Karnataka and Rajasthan.
and linked highways. The fibre network optimally serves its 2G/
There were no participants in the auction for spectrum in 800
3G/NLD/ ILD/ ISP/Wireless Broadband needs.
MHz band. The second round of spectrum auction in March,
2013, which was limited to 3 ‘Metro’ service areas for 900 MHz Idea NLD currently carries around 95% of Idea’s captive NLD
and limited to 4 service areas for 1800 MHz (where no bids were minutes. Idea ILD now handles over 99% of captive ILD outgoing
received in November 2012 auction) with 30% reduction in minutes, besides bringing large volume of incoming minutes
reserve price of November 2012 auction, witnessed no from top international carriers across the globe. The ISP services,
participation at all. For auction in 800 MHz band with 50% which were launched in FY 11-12, to cater for the captive
reduction in reserve price, which was conducted for all 22 service requirement of mobile business, currently handles more than
areas, there was only one bidder, bidding/winning spectrum in 86% of captive requirements. It is also ready to offer alternative
only 8 service areas out of the 21 service areas for which its choice to small ISPs and enterprise customers for their wholesale
licenses were cancelled. internet backhaul needs.
These events led to contraction of capacities in some of the
Telecom Infrastructure
service areas. This coupled with stretched financial performance
of the marginal operators, reduced the tariff led competition. Your Company continued to expand its 2G and 3G network.
As a result, the realisation remained almost stable. 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
The industry subscriber base reached 867.8 Mn, a penetration increased its 3G presence with launch of 4,315 3G cell sites,
of 70.85%. However with the VLR (active) subscriber ratio of taking the 3G cell site count to 17,140 by end of the financial
83.3%, the real penetration stands at around 59%, reflecting the year in the 10 service areas where it provides 3G services with
significant growth potential for voice business in the coming own spectrum. Your Company and its subsidiaries own
years. The 3G network coverage was further expanded during 9,401 towers with a tenancy of over 1.57 and additionally
the year by most of the strong operators, resulting in improved 11,094 towers are under IRU arrangement with Indus Towers
data revenues. With the latent demand for broadband coupled Limited (Indus), which will get vested into Indus upon the scheme
with growing availability and usage of smart phones, 3G services of amalgamation becoming effective.
hold the key for the data growth in the sector.
3G services
Discussion on Idea’s Operational Performance and Consolidated
Your Company, in 2010, won spectrum in 2100 MHz band in
Financial statements
11 service areas. Your Company’s 3G investment plans are on
Mobile Business track with high speed broad band services now available in
Your Company is a pan India wireless operator providing GSM 20 service areas (including those with roaming arrangements),
based mobile services in all 22 service areas of the Country. In with around 5.1 Mn subscribers actively using 3G platform and
addition, the Company won 3G spectrum in 11 services areas enjoying wireless broadband services.
and currently provides 3G services in 20 service areas, including
roaming arrangements with other operators for 10 service areas. Revenue Market Share
Your Company holds a leadership position in revenue market Improvement in the Revenue Market Share (RMS) remained as
share in 4 service areas (representing 21.3% of Industry wireless one of the key focus areas for your Company. It has increased
revenue) and among the top 3 operators in 11 service areas its all India revenue market share from 15.0% in
(representing 60.2% of Industry wireless revenue). These 11 Q4 FY 11-12 to 15.7% in Q4 FY 12-13, consolidating its national
service areas contribute over 83.1% of mobile revenues. Your position.

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IDEA CELLULAR LIMITED

Quality Subscriber Base This framework has led to the creation of some very noticeable
Your Company has always stringently monitored the quality of and memorable advertising like the ‘Caste War’, ‘Education for
its subscriber base. The subscriber base of the Company stands all’, ‘Use Mobile Save Paper’, ‘Break the Language Barrier’,
at 121.6 Mn as at end March 31, 2013 compared to 112.7 Mn at ‘Population’ (India busy on Idea 3G), and ‘Old Idea – New Idea’
the end of last year, an increase of 7.9%. The Company retained which have not only won many awards but also millions of hearts.
its leadership position with 98.9 % of reported subscribers as Idea’s advertising over the years has found its way into the
active (VLR) subscribers, as per data released by TRAI as of popular culture with its catch phrases like “What an idea, Sirjee”,
March, 2013. Your Company has gained 37.2 % of total VLR “no Idea – get Idea” etc. becoming part of common man’s lingo.
subscribers added by the Mobile Industry during the year. Its This year saw the nation sway to the tune of “honey-bunny” song.
VLR subscriber market share stands at 16.6% as at the March The highly viralled campaign got stupendous response from
31, 2013 compared to a reported subscriber market share of online and offline audience alike. The campaign that had its
14.0 %, reflecting the true competitive strength of your tagline as “Idea rings all India”, and established Idea’s all India
Company. presence, could not have come at a more opportune time, just
when Idea had won back licenses in seven circles. This was
Mobile Number Portability followed by another thought provoking advertising campaign –
While the number of the subscribers who opted for the Mobile “Telephone Exchange”. It addressed not so much a societal issue
Number Portability (MNP), a facility which allows customers to but an endearingly “closer to my life” story with the potential of
change their operator while retaining their mobile number (in impacting a very large part of the society. Synthesizing two
the same service area), continues to grow, they are not very large simple insights (a) empathy in personal relationships is the first
in numbers. However, the trends emerging from MNP are clearly casualty of today’s fast paced and stressful life, and (b) our
distinguishing the strong operators in terms of customers’ mobile phone is a true reflection of who we are and what’s going
preference for better quality of services and brand value, thereby on in our lives, the campaign aptly brought alive the core
reflecting the market power of the operators. With the net gain insight -“ek doosre ko samajhne ke liye telephone exchange,
of 6.7 Mn subscribers since the launch of MNP and the lowest what an idea!”.
port-out ratio of 59 subscribers against every 100 port-in These two large campaigns were peppered with a series of short
subscribers, Idea leads the industry. bursts of festive campaigns. It blended the spirit of celebration
Idea’s success on the MNP front clearly shows the strength of with India’s pluralistic society into a simple yet powerful thought
its seamless network coverage, low call drop rate, better voice – “it is a good idea to celebrate festivals of all religions, no matter
quality, advanced and precise billing systems, customer oriented what faith one may follow”. The campaign thought was brought
call centers and innovative/competitive product offerings. alive through a number of films on Diwali, Eid, Christmas, Holi
and even Valentine’s Day. The campaign continues with more
Non Voice Revenue festivals to come.
The fixed line wired broadband penetration remains at around Idea is the fastest growing leading telecom operator in the
1% in India, allowing your Company to capitalize on the world’s fastest growing telecom market. It’s brand building
significant growth opportunity offered by the data segment. The efforts have been recognized in various forums, both national
expansion of 3G network in last few years since the launch of as well as international.
3G services in FY 10-11, has resulted in improved share of Non
Voice Revenue in the total revenue. The growth in Non Voice New Initiatives
revenue is primarily driven by growth witnessed in data revenue, Launch of Wi-Fi services
while other Non Voice revenue remained almost flat. Your
Your Company soft launched its Wi-Fi services in Pune and
Company continues to launch innovative product offerings, with
Ahmedabad. It launched both, prepaid and postpaid plans, and
high quality content, to improve its share of Non Voice revenue.
provides upto 2MBPS of broadband speed.
Power Brand
STANDALONE FINANCIAL RESULTS
Idea is envisioned as a ‘Champion’ brand, driven by a cause. Our
mission is to shift paradigms, making mobile telephony a way Revenues
of life. To be a leader in the fast changing telecom industry, it is Revenues and Other Income for the year ended March 31, 2013,
important to be ahead of the times. Idea represents innovation stood at ` 220,869 Mn, as compared to ` 193,223 Mn during the
and vitality, is imaginative and future ready. Idea strives to build previous year, registering a growth of 14.3%, against the industry
preference for the brand through its services. average growth of 9.2% in the current year. Non-voice revenues
Idea’s communication has been about simple ideas that have from subscribers grew at 25.6 % over the previous year.
the potential to change your life. It paints a picture of possibilities Revenues from International Long Distance services, forming
that lift mobile telephony from just communication to being an part of total revenues after inter segment eliminations, were
enabler of positive change in the lives of millions. We have ` 2,317 Mn.
creatively used the role mobile services is playing in uniting the
country and providing innovative suggestions to long standing Operating Expenses
societal issues. The brand communication is designed to be Operating Expenses stood at ` 169,304 Mn (76.7% of total
perceived as humane, caring, warm and friendly. 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 Additinally your Company incurred a capital expenditure
revenues, Personnel Expenditure accounted for 4.5%, Network (including capital advances) of ` 37,542 Mn.
Operating Expenses 28.8%, License and WPC charges 11.2%,
Roaming and Access Charges 18.2%, Subscriber Acquisition and Balance Sheet
Servicing Expenses 9.7%, Advertisement & Business Promotion
During the year, the paid-up equity share capital of your
Expenditure 2.1% and Other Expenditure 2.2%. The composition
Company increased by ` 55 Mn, due to issuance of 5,476,656
of total operating expenses (amount and %age to total operating
equity shares to the employees, pursuant to exercise of stock
expenses) is as follows:
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
Profit before Interest, Depreciation and Amortisation ` 16,377 Mn and ` 9,296 Mn respectively. Other Assets increased
The high revenue growth of your Company coupled with better by ` 1,067 Mn and stood at ` 50,774 Mn.
cost management resulted in the Profit before Interest,
Cash Flow Statement
Depreciation and Amortisation to increase from ` 43,128 Mn
for the previous year to ` 51,565 Mn for the year ended March Your Company generated ` 57,083 Mn from operating activities
31, 2013. The EBITDA margin for the current financial year stood which was primarily used for purchase of fixed assets (` 32,100
at 23.3% compared to 22.3% for the previous year. Mn), net repayment of borrowings (` 8,909 Mn) and payment of
interest and financing charges (` 8,055 Mn).
Depreciation, Amortisation and Finance Charges
Cash and cash equivalents as on March 31, 2013 stood at
Depreciation and Amortisation expenses rose by 19.2% to
` 10,408 Mn, an increase of ` 9,108 Mn.
` 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 CONSOLIDATED FINANCIAL RESULTS
treasury income and lower foreign exchange loss during the Revenues
current year.
Revenues and Other Income earned for the year ended March
Profits and Taxes 31, 2013, was ` 224,577 Mn, as compared to ` 195,412 Mn during
the previous year, registering a growth of 14.9%, against the
Profit before Tax stood at ` 12,886 Mn, against ` 8,423 Mn for industry average growth of 9.2%. Non-voice revenues from
the previous year, up by 53.0% over the previous year. Cash Profit subscribers grew at 25.6% over the previous year. Revenues from
increased by 27.4% over the previous year and stood at International Long Distance services, forming part of total
` 43,430 Mn. revenues after inter segment eliminations, were ` 2,317 Mn
The tax charge consisting of deferred tax stood at ` 4,704 Mn. while revenues from Passive Infrastructure services were
Net Profit for the year ended March 31, 2013 was higher by 41.9% ` 1,041 Mn.
at ` 8,183 Mn.
Operating Expenses
Capital Expenditure Operating Expenses were at ` 164,531 Mn (73.3% of total
Your Company successfully bid for 1800 MHz spectrum band in revenues) vis-à-vis ` 144,489 Mn for the previous year (73.9% of
the auction held in November 2012 and incurred ` 20,313 Mn total revenues). Of the total Operating Expense of 73.3% of
(` 19,849 Mn to win back spectrum in the seven service areas revenues, Personnel Expenditure was 5.0%, Network Operating
where its operational licenses were cancelled and ` 464 Mn for Expenses 24.7%, License and WPC charges 11.0%, Roaming and
one additional block of spectrum for Bihar service area) and also Access Charges 17.9%, Subscriber Acquisition and Servicing
incurred ` 60 Mn for acquiring fresh licenses for these seven Expenses 9.1%, Advertisement & Business Promotion
service areas. 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 Balance Sheet
(amount and %age to total operating expenses) is as follows:
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
Compulsorily Convertible Preference Shares issued by a subsidiary
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
Profit before Interest, Depreciation and Amortisation
respectively as at March 31, 2013. Investment in liquid mutual
The high revenue growth of your Company coupled with better funds increased by ` 9,304 Mn to ` 10,280 Mn as at March 31,
cost management resulted in the Profit before Interest, 2013. Other Assets increased by ` 4,450 Mn and stood at
Depreciation and Amortisation to go up from ` 50,923 Mn for ` 53,151 Mn.
the previous year to ` 60,046 Mn for the year ended March 31,
2013. The EBITDA margin for the current financial year stood at Cash Flow Statement
26.7% compared to 26.1% for the previous year.
Your Company generated ` 62,971 Mn from operating activities
which was primarily used for purchase of fixed assets (` 35,200
Depreciation, Amortisation and Finance Charges Mn), net repayment of borrowings (` 10,368 Mn) and payment
Depreciation and Amortisation expenses were higher by 16.7% of interest and financing charges (` 9,283 Mn).
to ` 34,778 Mn for the year ended March 31, 2013 as against Cash and cash equivalents as on March 31, 2013 were at
` 29,813 Mn for the previous year. Net Finance Charges for the ` 11,658 Mn, an increase of ` 9,209 Mn.
year reduced from ` 10,557 Mn to ` 9,495 Mn largely due higher
treasury income and lower foreign exchange loss during the Human Resources
current year.
The human resource philosophy and strategy of your Company
has been designed to attract and retain the best talent, creating
Profits and Taxes
workplace environment that keeps employees engaged,
For the year ended March 31, 2013, Profit before Tax stood at motivated and encourages innovation. This talent has, through
` 15,773 Mn, against ` 10,553 Mn for the previous year an strong alignment with your Company’s vision, successfully built
increase of 49.5% over the previous year. Cash Profit increased and sustained your Company’s standing as one of India’s most
by 23.7% over previous year and stood at ` 49,794 Mn. admired and valuable corporations despite unrelenting
The tax charge, mainly consisting of deferred tax stood at ` 5,664 competitive pressures. Your Company has fostered a culture
Mn Net Profit for the year ended March 31, 2013 was higher by that rewards continuous learning, collaboration and
39.8% at ` 10,109 Mn. development, making it future ready with respect to the
challenges posed by ever-changing market realities. Employees
Capital Expenditure are your Company’s most valuable assets and your Company’s
processes are designed to empower employees and support
Your Company successfully bid for 1800 MHz spectrum band in creative approaches in order to create enduring value. Your
the auction held in November 2012 and incurred ` 20,313 Mn Company’s unflagging commitment to investing in talent
(` 19,849 Mn to win back spectrum in the seven service areas development ensures performance and achievement of the
where its operational licenses were cancelled and ` 464 Mn for highest order. The employee strength on rolls stood at 9,746
one additional block of spectrum for Bihar service area) and also as on March 31, 2013.
incurred ` 60 Mn for acquiring fresh licenses for these seven
service areas. Responsible Growth and Sustainability
Furthermore your Company incurred a capital expenditure Driven by its socially conscious parent Group, your Company
(including capital advances) of ` 41,441 Mn. 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 radiation norms and new sites go on-air only on meeting the
causes as a part of its core purpose and the same is projected prevailing radiation norms.
through both business activities and employee contributions. Your Company has in the past reduced the size of its SIM-card
pack twice to come to the current ‘pico SIMs’ and thereby
Social Responsibility
reducing plastic usage by more than 70%. There is a formal
Your Company’s advertising has earlier tried to explore mobility documented policy in place for Electronic Waste Disposal. This
based solutions to the challenges faced by society through policy not only takes care of but also tries to exceed all
campaigns based on ‘World without Caste’, ‘Going beyond the government norms for disposal of electronic waste like PCBs,
Language Barrier’, ‘Education for All’ and ‘Use Mobile, Save batteries, telecom equipment.
Paper’. Idea’s network covers over 308,000 villages and towns
All these contribute towards reduction in emissions and are an
to bring into its ambit a large share of rural mobility subscribers.
effort towards ‘Going Green’.
Your Company has consciously expanded its network coverage
and invested in the strife ridden Naxalite belts of Chhattisgarh, Risk Management
Jharkhand, Maharashtra and Andhra Pradesh as well as into
tribal and economically depressed regions of other states to Your Company has developed the Risk Management framework
promote inclusiveness and to make available to those citizens which ensures compliance with the requirements of clause 49
of our country the advantages of mobile communication. To of the Listing Agreement. The management regularly follows the
promote localization of manufacture, which in turn would process of risk identification, risk evaluation, risk prioritisation
generate employment, we encouraged a SIM Card supplier to and development of risk mitigation plans. The framework
move his factory setup from outside the country to set it up in requires that the Audit Committee be periodically informed
Bangalore. Your Company has also worked with global about risk minimization procedures adopted by your Company.
companies and has encouraged them to develop local vendors These processes are periodically reviewed. The various risks,
for imported equipments like antennas. including the risks associated with the economy, regulation,
competition, foreign exchange, interest rate etc., are
Your employees are making an ongoing contribution of around documented, monitored and managed efficiently.
` 4 lacs per month through its payroll to Give India foundation
which works with over 200 NGOs working for various charitable Internal Control Systems
causes.
Your Company’s internal control systems are commensurate
Through the year several blood donation camps were organized with the nature of its business and the size and complexity of
by its offices across cities in India as well as specific visits to its operations. The internal controls cover operations, financial
houses and schools for underprivileged were organized on the reporting, compliance with applicable laws and regulations,
occasion of Women’s Day, etc. During the Joy of Giving week, safeguarding assets from unauthorised use and ensure
employees donated a total of around ` 7.8 lacs in cash and 350 compliance of corporate policies. All internal controls are
cartons of clothes and other items for the lesser privileged. reviewed periodically by the internal auditors, and are subject
Your Company is clear that its growth paradigm will be built on to management reviews with significant audit observations and
Porter’s ‘Shared Value’ model. follow up actions reported to Audit Committee. The Audit
Committee actively reviews the adequacy and effectiveness of
Environmental Sustainability internal control systems and suggests improvements for
Your Company continues to drive the efforts towards strengthening them in accordance with the changes in the
environmental sustainability by reducing carbon footprint and business dynamics, if required.
energy consumption.
Regulatory
It has started voluntarily measuring its carbon footprint and is
taking initiatives which will reduce its energy consumption. Your Major regulatory developments for the period are:
Company operates its base stations with one of the highest
tenancy ratios in the industry and has the highest proportion of National Telecom Policy- 2012
outdoor BTS amongst operators. It has progressively introduced The Department of Telecommunications finally unveiled the new
low power consuming hardware in its network. It has already National Telecom Policy. The thrust of NTP 2012 is to underscore
started commercially deploying alternate energy solutions to run the imperative that sustained adoption of technology would
its base stations – those already deployed include solar power offer viable options in overcoming developmental challenges in
and hydrogen fuel cell run sites. Your Company is currently education, health, employment generation, financial inclusion
working on a project which will use solar power to reduce its and much more.
MSC energy consumption as well.
NTP Mission
EMF radiation emanating from mobile cell-sites has made much ● Develop a robust, secure, state-of-the-art telecom network
news in the recent times, unfortunately for the wrong reasons. with special focus on rural / remote.
In this regard, one will note that the norms laid down for
permissible radiation by the Department of Telecommunication ● Create an inclusive knowledge based society through
(DoT) of the Government of India are 10 times more stringent proliferation of affordable / high quality broad band.
than the widely accepted global norms for EMF radiation. All cell- ● Make India a global hub for telecom equipment manufacture
sites of your Company operate within these DoT laid stringent and a centre for converged services.

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IDEA CELLULAR LIMITED

● Promote R&D, design in cutting edge ICTE technologies / ● Auction of 800 MHz band: 3 blocks each of 1.25 MHz (3.75
products/services for meeting domestic/global needs. MHz) will be put to auction. In addition, a provision may also
● Promote development of new standards, generation of IPRs be made for spectrum of 1 block of 1.25 MHz, wherever
and participation in International standardization bodies available, for topping up the 3 blocks of spectrum to meet
the requirement of new entrants, if such an exigency arises.
● To attract investment, both domestic and foreign.
For existing operators a maximum of 1 block of 1.25 MHz to
Key Targets be allowed. New entrants can bid for minimum 2 blocks and
● Rural Tele-density : Move from current 39% to 70% by 2017, one additional block of 1.25 MHz.
100% by 2020
● Liberalization of Spectrum: The spectrums to be assigned
● No. of broadband connections : 175 million by 2017 & 600 shall be liberalized. Service providers may be allowed to
million by 2020 @ 2Mbps convert their existing 1800 MHz spectrum to liberalized
● Spectrum for IMT services : Make available 300 MHz by 2017 spectrum for a period of 20 years on payment of auction
another 200 MHz by 2020. determined price.
● Broadband download speeds : revise from current 256 Kbps ● Validity period of spectrum to be auctioned shall be for
to 512, 2Mbps by 2015 20 years.
● Broadband access : Village Panchayats by 2014, to all
habitations by 2020 Union Cabinet decision on reserve price for spectrum auctions
The Government of India vide its press release dated August 03,
Change in Annual License Fee
2012, announced following decision, approved by the Union
On June 25, 2012 the DoT announced that a uniform license fee Cabinet:
rate of 8% of Adjusted Gross Revenues (AGR) shall be adopted
across all categories of service areas in two steps starting from ● Reserve price of ` 14,000 Cr for 5 MHz pan India spectrum
July 1, 2012, as follows: in 1800 MHz band.
● Reserve price for 800 MHz band to be at 1.3 times that of
Category of UASL/ Existing Annual Licenses Fees 1800 MHz band.
CMTS /BASIC License rate as % of AGR
● Existing slab rate system for Spectrum Usage Charge (SUC),
Service License Fee For period from For year
as recommended by EGoM.
01.07.2012 to 2013-14
31.03.2013 and onwards November 2012 Auction of Spectrum in 1800 MHz and
Metro/Category ‘A’ 10% 9% 8% 800 MHz
Category ‘B’ 8% 8% 8% On November 12, 2012, the Government of India conducted the
auction of spectrum in 1800 MHz band. The auction concluded
Category ‘C’ 6% 7% 8%
in 2 working days and at the end of the auction five operators
including your Company won the spectrum in 1800 MHz band
Further w.e.f. 01.07.2012, the annual license fee and spectrum
for certain service areas. No bids were received for the service
charges are payable by the operators on ‘actual AGR’ basis
areas of Mumbai, Delhi, Karnataka and Rajasthan. As there were
subject to a minimum presumptive AGR. The minimum
no participants for auction in 800 MHz band, the auction was
presumptive AGR will be announced by licensor every year basis
postponed.
of TRAI review & recommendations.
March 2013 Auction of Spectrum in 900/1800 MHz and
Guidelines for Auction of spectrum in 1800 MHz and 800 MHz
800 MHz
On July 3, 2012 the DoT issued guidelines on Auction of spectrum
On January 30, 2013 the DoT issued NIA for auction of Spectrum
in 1800 MHz and 800 MHz band. The key highlights were:
in 900 / 1800 MHz and 800 MHz band, to be conducted in March,
● Eligibility Criteria: Holder of CMTS/UAS Licenses or who 2013. The auction for 900 MHz band (spectrum held by existing
fulfills the eligibility for award of Unified License (UL) and players) was limited to the service areas of Mumbai, Delhi and
the companies/licensees whose licenses are slated to be Kolkata while auction for 1800 MHz band was limited to four
quashed as per the direction of Supreme Court will be service areas where no bids were received in November 2012
treated as new entrants. auction and 800 MHz band auction was for pan India. No operator
● Auction of 1800 MHz band: A minimum of 8 blocks each of applied for participation in 900/1800 MHz spectrum auction,
1.25 MHz (10 MHz) across all circles will be put to auction. forcing government to cancel auction for these bands. For 800
In addition, a provision may also be made for spectrum upto MHz spectrum auction, a single CDMA player participated and
3 blocks each of 1.25 MHz (3.75 MHz), wherever available won spectrum in 8 service areas out of the 21 service areas for
for topping upto the 8 blocks of spectrum put for auction which its licenses were cancelled.
i.e. upto a total of 11 blocks each of 1.25 MHz to meet the
DoT instructions on verification of subscribers
requirement of new entrants, if such an exigency arises. For
existing operators a maximum of 2 blocks of 1.25 MHz to The DoT came out with fresh instructions for verification of
be allowed. New entrants can bid for min 4 blocks and one subscribers. The new guidelines were made effective from
additional block of 1.25 MHz each. November 2012. The new verification instructions has brought

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Annual Report 2012-13

in wide ranging changes in subscriber activation process, providers for failure to meet the prescribed Quality of
specified changes in activation of bulk subscribers, outstation Service (QoS) benchmarks for Cellular Mobile Telephone
subscribers and foreign subscribers, provided norms for change Service. Financial disincentive on Cellular Mobile Telephone
in name and address of subscribers and also deals with issues Service operators for non-compliance with the benchmark
relating to timely disconnection, filing of FIR etc. for the Network Service Quality Parameters, customer
service delivery norms or in event of failure to submit
DoT’s order on One-time spectrum charge compliance report on time.
On December 31, 2012, the DoT issued an order for levying one-
time spectrum charges based on the following: Opportunities, Risks, Concerns and Threats

● For Spectrum held beyond 6.2 MHz: Charges based on PLR The revenue growth for the Indian telecom sector came down
adjusted entry fee paid in 2001, for the period July 1, 2008 to 9.2% in FY 12-13 (over FY 11-12), compared to 15.5% growth
to December 31, 2012. achieved last year FY 11-12 (over FY 10-11). The reduced thrust
on promotional customer acquisition spending coupled with new
● For Spectrum held beyond 4.4 MHz: Charges based on subscriber verification norms, led to fewer subscriber additions
November 2012 auction determined price (administrative to the Industry and better management of subscriber acquisition
determined reserve price, where not determined), for the cost. The reduced thrust on tariff led competition resulting in
period January 1, 2013 till expiry of the license. stabilized and rationalized tariffs going forward along with rapid
data growth, provide opportunity for sustained revenue growth
TRAI Amendments on Consumers Protection Regulation
in future. The launch of 3G services in FY 10-11 has opened up
These amendments relate to deactivation of cellular mobile the market for new opportunity towards data and related
telephone connection of pre-paid consumer due to non-usage applications and resulted in improved addition of data
(Automatic Number Retention Scheme). Briefly, the Regulation subscribers. As the fixed line broadband market in India is not
states that no mobile connection of a prepaid consumer be developed, 3G should become the preferred choice for usage of
deactivated for non-usage, for a minimum period of 90 days or any broadband based application in future, though lower
such longer period. However if an amount exceeding ` 20/- or a penetration of Smartphone remains a challenge. While, the
lesser amount, is available in the account of such consumer, Company continues to grow in terms of voice revenues, it is
then the Service provider may deduct an amount not exceeding focused towards increasing subscriber base in 3G space and
` 20/-, as may be specified by the service provider, for the building future ready network for data opportunity. The
extension of period of non-usage beyond 90 days, in which case Company believes that data offers substantial opportunity in
the non-usage period of the cellular connection of the consumer coming years.
shall be extended by a further period of 30 days. Further, the
The regulatory environment governing telecom sector in India
Regulation also mandates that every service provider shall
is currently uncertain and prone to litigations. Your Company
implement a safe custody scheme for postpaid consumers. No
has several ongoing litigations, the adverse determination of
service provider shall deactivate the cellular mobile telephone
which is a risk. Your Company believes in sound Corporate
connection of a post-paid consumer for non-usage if such
Governance Practices and believes that these litigations would
consumer makes a request for safe custody of his telephone
be settled in due course to the best interest of all stakeholders.
connection and makes payment of an amount not exceeding
` 150/- for every three months or part thereof, as may be The seven initial licenses of your Company followed by two other
specified by the service provider. licenses, all with an initial spectrum allocated in 900 MHz band,
are due for extension in December 2015 and April 2016
Other key Regulations by TRAI respectively. Apart from these nine licenses, another lot of six
a. The International Telecommunication Cable Landing licenses with spectrum in 1800 MHz band are due for extension
Stations Access Facilitation Charges and Co-Location between FY 2022 to FY 2027. The Company runs a risk of
Charges Regulations, 2012 specified revised charges for extension at unfavorable terms. The Company is hopeful that
Annual Access Facilitation Charges & Annual Operation and the continuation of services on a level playing field and
Maintenance Charges for capacity provided on IRU Basis and protection of investment will be ensured by the Government in
Co-Location Charges. The downward revision of such charge the interest of all stakeholders like subscribers, employees and
generally augurs well for our carrier business. shareholders.
b. The Standards of Quality of Service for Wireless Data Your Company works with various local, state and central
Services Regulations, 2012, specified the new parameters agencies for specific permissions to operate its mobile licenses
to ensure the Quality of data services. The parameters and is required to meet various regulatory/policy guidelines of
include those related to Provision or activation of Data the DoT. Your Company takes best effort to adhere to all such
Services, Successful data transmission download attempts requirements.
from a test server, minimum download speed from a test
The Company’s business is dependent on key Network and IT
server covering all tariff plans, average throughput for
equipment suppliers for management and continuity of its
packet data from a test server etc.
Network, IT and business processes. Your Company is in
c. The Standards of Quality of Service Cellular Mobile partnership with global leaders in Network equipment and IT
Telephone Service (Second Amendment) Regulations, 2012 services and enjoys very long standing healthy relations with all
(24 of 2012) prescribe financial disincentives on the service its suppliers.

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IDEA CELLULAR LIMITED

The telecom sector is characterized by technological changes bottleneck to growth, your Company believes that in the
and competition from new technologies is an inherent threat. long run, these would impact all operators similarly. The operators
However, till date, the Indian telecom sector has not faced any with superior networks, superior quality of services, superior
disruptive phase arising out of any technological changes. Your brand image, superior organization and superior management
Company, with an assortment of spectrum in 900/1800/2100 processes, would keep on consolidating their competitive
MHz has an attractive spectrum footprint to adapt to any future positions in the Indian telecom sector. During the last few years,
technological changes. Idea has shown continuous improvement across all the operating
parameters, while consolidating its position as the No. 3 operator
Outlook in the wireless market. The clear vision of your company and sheer
The strong and customer focused wireless operators should passion for excellent execution has not only improved its position
continue to exploit the growth opportunities offered by the in the service areas where it started operations in the last 3 years,
second largest wireless market (by number of subscribers) in but also increased the RMS in its leadership service areas. Your
the world, in both voice as well as data segment. Though, some Company remains confident to sail over this uncertain regulatory
of the recent regulatory developments are posing a temporary phase and consolidate its position the wireless market.

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.

14
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Annual Report 2012-13

Directors’ Report
Dear Shareholders, On a standalone basis, the total revenues of your Company were
` 220,869 Mn, representing a growth of 14.3% over the previous
Your Directors are pleased to present the eighteenth Annual
year, primarily driven by 17.4% growth in total minutes of use.
Report, together with the audited financial statements of the
The EBITDA also increased to ` 51,565 Mn, representing a growth
Company for the financial year ended March 31, 2013.
of 19.6% over the previous year.
Financial Results The Profit after Tax stood at ` 8,183 Mn, a rise of 42% as
The standalone and consolidated financial results of your compared to the previous year, led by an increase in EBITDA and
Company for the financial year ended March 31, 2013 are lower Finance & Treasury charges. As of March 31, 2013, your
summarised below: Company has accumulated Profits of ` 17,174 Mn.
` Mn On a consolidated basis, the total revenues were ` 224,577 Mn,
representing a growth of 14.9% over the previous year. The
Particulars Standalone Consolidated EBITDA at ` 60,046 Mn, reflects a growth of 17.9% as compared
2012-13 2011-12 2012-13 2011-12 to the previous year. The consolidated Profit after Tax stood at
` 10,109 Mn, up by 39.8% compared to the previous year.
Income from Services 220,434 192,753 224,075 194,887
Dividend
Other Income 435 470 502 525
Your Directors are pleased to recommend a maiden dividend of
Total Revenue 220,869 193,223 224,577 195,412 ` 0.30 per equity share of ` 10/- each (3% of face value) for the
year ended March 31, 2013. The total dividend payout will
Operating Expenses 169,304 150,095 164,531 144,489 amount to ` 1,163 Mn inclusive of ` 169 Mn of dividend
distribution tax. This payment is subject to your approval at the
EBITDA 51,565 43,128 60,046 50,923
ensuing Annual General Meeting of the Company.
Depreciation and Amortisation 30,544 25,628 34,778 29,813
Transfer to Reserves
EBIT 21,021 17,501 25,268 21,110 Out of the profit earned ` 93 Mn has been transferred to
Debenture Redemption Reserve. Further, the balance of
Interest and Financing charges 8,135 9,078 9,495 10,557 ` 169 Mn, lying unutilized in the Business Restructuring Reserve,
EBT 12,886 8,423 15,773 10,553 created pursuant to a Scheme of Amalgamation of the erstwhile
Spice Communications Limited was transferred to the General
Taxes 4,703 2,657 5,664 3,323 Reserve.

Profit after Tax 8,183 5,765 10,109 7,230 Share Capital

Your Company issued and allotted 5,476,656 Equity Shares of
Operations Review ` 10/- each, fully paid-up, to the option grantees pursuant to
the exercise of stock options by eligible employees under the
Your Company maintained its track record of continued superior Employee Stock Option Scheme, 2006 (ESOS-2006) during
performance in terms of revenue growth year on year and grew the year.
faster than the industry. The revenue market share of your
company increased from 15.0% in Q4 FY 11-12 to 15.7% in Consequently, the issued, subscribed and paid-up equity share
Q4 FY 12-13. capital of your Company as on March 31, 2013 stood at
` 33,143,217,660/-, comprising of 3,314,321,766 Equity Shares
The total subscriber base of your Company as on March 31, 2013 of ` 10/- each.
was 121.6 Mn, representing an increase of 7.9% over the
previous year. On a national basis, your Company’s subscriber Credit Rating
market share stood at 14.0% as of March 31, 2013 compared to Your Company continues to enjoy credit rating of CARE A1+ and
12.3% as of March 31, 2012. The percentage of active subscriber CRISIL A1+ for its short term debt program and CARE AA rating
base to total subscriber base at 98.9% is best in the industry. for its long term debt program.

Your Company’s 3G investment plans are on track with high Capital Expenditure
speed broad band services now available in 20 service areas Your Company continues to expand its reach to tap the un-
(including those with roaming arrangements), with around penetrated areas and enhance the quality of its network. During
5.1 Mn subscribers actively using the Company’s 3G platform the year your Company added 6,904 2G cell sites and 4,315 3G
and enjoying wireless broadband services. cell sites, thereby expanding its network to 90,094 2G cell sites
and 17,140 3G cell sites.
Your Company’s total minutes of usage on the network for the
financial year 2012-13 crossed 532 billion minutes, maintaining At a consolidated level, the capital expenditure (including capital
its position among the top 10 Telecom Operators in the world. 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 Significant Developments:
towards spectrum in the 1800 MHz band (` 19,849 Mn to win ● One Time Spectrum Charges
back spectrum in the seven service areas where its operational
The Department of Telecommunications (DoT) had issued
licenses were cancelled and ` 464 Mn for one additional block
demand notices towards one time spectrum charges for
of spectrum for Bihar service area) and also incurred ` 60 Mn
spectrum held beyond 6.2 MHz in respect of certain service
for acquiring fresh licenses for these seven service areas.
areas for the retrospective period from July 1, 2008 to
Employee Stock Option Scheme December 31, 2012, amounting to ` 3,691.3 Mn, and for
spectrum held beyond 4.4 MHz in respective service areas
Your Company values its employees and is committed to adopt
effective January 1, 2013 untill the expiry of the period as
the best HR practices for rewarding them suitably. In this
per respective licenses amounting to ` 17,443.7 Mn. As the
direction your Company had implemented the Employee Stock
above demands amount to alteration of financial terms of
Option Scheme, 2006 (ESOS-2006) and made grants to eligible
the licenses issued in the past, your Company therefore, filed
employees under ESOS-2006 from time to time.
a petition before the Hon’ble High Court of Bombay, which
The relevant disclosure in compliance with clause 12 of granted stay and directed DoT to respond and not to take
Securities and Exchange Board of India (Employees Stock Option any coercive action until the next date of hearing. The
Scheme and Employees Stock Purchase Scheme) Guidelines, matter is pending for further hearing.
1999, as amended, is set out in Annexure ‘A’ to this Report.
● Supreme Court Judgment on quashing of licenses granted
A certificate from M/s. Deloitte Haskins & Sells, Statutory
in January, 2008 and subsequent Auction of Spectrum
Auditors, with respect to the implementation of the Company’s
Employees Stock Option Scheme, would be placed before the The Department of Telecommunications (DoT) conducted
shareholders at the ensuing Annual General Meeting and a copy an auction for the 1800 MHz spectrum in November 2012
of the same will also be available for inspection at the registered as required by the Hon’ble Supreme Court’s judgment dated
office of the Company. February 2, 2012 which quashed the licenses and spectrum
granted to telecom operators on or after January 10, 2008
Further, the Board of Directors of your Company has vide pursuant to two press releases issued on January 10, 2008.
resolution dated May 10, 2013 approved formulation of a new As your Company was impacted by the said judgment in
Employee Stock Option Scheme viz. “Idea Cellular Limited seven service areas, we participated in the said auction and
Employee Stock Option Scheme – 2013” (“ESOS-2013”) in terms were successful in winning back the spectrum for these
of the SEBI guidelines. The Board has mandated the existing impacted service areas at a price of ` 19,848.8 Mn. DoT then
ESOS Compensation Committee to implement and administer set-off ` 6,845.9 Mn earlier paid by your Company as entry
the ESOS-2013. fee for licenses granted in 2008 and as per the payment
Items seeking your approval for introduction and option available as part of the auction, we have chosen the
implementation of ESOS-2013 and granting such number of deferred payment option for the balance amount. DoT has
Stock Options exercisable into not more than 3,55,49,000 equity issued Letter of Intent(s) (LoI) earmarking the spectrum won
shares of ` 10/- each to permanent employees, including any in these seven service areas and also for award of Unified
Managing or Whole-time Director(s) of your Company and its Licenses. Your Company has applied to DoT for issue of new
holding and / or subsidiary companies are included in the Notice licenses in these seven service areas and paid the license
convening the Annual General Meeting together with the fee aggregating to ` 60 Mn. Pending conversion of LoI’s into
Explanatory Statement. unified licenses, the ongoing operations continue in these
service areas.
Human Resources
The human resource philosophy and strategy of your Company ● 3G Services and Intra Circle Roaming Arrangements
is structured to attract and retain the best talent, encourage Your Company is providing 3G services to its customers in
innovation and create an engaging and motivating workplace 10 service areas out of the 11 service areas (except Punjab),
environment. This strategy has, through strong alignment with where it had won 3G spectrum during the May 2010 auction.
your Company’s vision, successfully built and sustained your The DoT has not yet allowed commercial usage of the
Company’s standing as one of India’s most admired and valuable earmarked 3G spectrum for Punjab service area to your
corporations despite unrelenting competitive pressures, and will Company. We have also entered into intra circle roaming
continue to be a source of competitive advantage in the future. arrangements with other leading operators in 10 other
service areas where we did not win 3G spectrum to provide
The Aditya Birla Group Human Resources function has played
3G services to the customers.
and continues to play an integral role in your Company’s Talent
Management Process. The DoT issued notices to your Company and other operators
to stop providing 3G services in the service areas where the
Several innovative people-focused initiatives have been operator had not won 3G spectrum, besides levying a penalty
instituted at the Group level, and these are translated into action of ` 50 crore in each service area. Out of such notices issued
at all of the Group Companies. Your Company’s basic objective to operators, your Company received notices for six service
is to ensure that a robust talent pipeline and a high-performance areas. It has challenged the said notices before the Hon’ble
culture, centered around accountability is in place. Your High Court of Delhi. The court has granted interim stay
Company feels this is critical to enable us to maintain our subject to restriction that facilities based on 3G ICR
competitive edge. arrangement will not be available to any new subscriber.

16
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Annual Report 2012-13

Your Company has implemented the directions of Hon’ble in a row.
Court for all such service areas where 3G services are ● The much talked about ‘Idea Rings All India’ (‘honey-bunny’)
provided under intra circle roaming arrangements and campaign was awarded Best Brand Campaign by tele.net.
awaits the final decision on the matter.
● ‘Honey-bunny’ won the Gold ABBY’S for best original score
● Transfer of licenses to the Company consequent to merger film under the category Film Craft. (Jamic Films won this for
of erstwhile Spice Communications Limited their work on Honey-bunny campaign).
The Division bench of the Hon’ble High Court of Delhi vide ● MNP campaign (No Idea, Get Idea) won the award for
its order dated July 13, 2012, has re-affirmed the High Court ‘Excellence in Marketing’ at the ET Telecom Awards, 2012.
Order dated February 5, 2010 and July 4, 2011 sanctioning ● Won Gold in Golden Mikes award, 2012 for best on ground
the amalgamation of erstwhile Spice Communications promotion by a network of Radio station (Club FM won for
Limited (Spice) with your Company. The said order also their work on Idea Magic recharge campaign in Kerala).
re-vested unto your Company the operating licenses held
● Voice & Data Awards 2012, in the category ‘CTO of the Year
by erstwhile Spice in respect of Punjab and Karnataka
Award’.
service areas, which were transferred to and vested unto
Department of Telecommunications (DoT) pursuant to order ● Yahoo Big Idea Chair 2012, for ‘Best Online Advertising’.
dated July 4, 2011, passed by single Judge of Hon’ble Delhi ● Digital Media Awards 2012, for ‘Best use of Online Banner
High Court. Further the Division Bench of the Hon’ble High Advertising’.
Court of Delhi has also pronounced that DoT has to take a
decision regarding the transfer of licenses held by erstwhile ● Aegis Graham Bell Awards 2012, in the ‘Innovative Telecom
Spice to your Company arising out of the amalgamation Business Model’ category.
within a period of three months (which had been extended ● Won 3 Awards at the ET Telecom Awards 2012, in the
to January 5, 2013 vide order dated December 11, 2012). categories of Customer Experience Enhancement,
The final decision of the DoT in the matter is still awaited. Excellence in Marketing and Innovative products.
● Won ‘The Best Rural Service Provider of the Year - 2012’ by
● 3G Spectrum for Punjab Service Area
Amity Telecom Excellence Award.
The DoT had earmarked 3G spectrum in respect of Punjab
● Tele.Net Awards 2013, in the categories ‘Telecom CEO of
service area, which was won by your Company in the 3G
the Year’.
spectrum auction conducted by DoT in May, 2010, but the
DoT is yet to allow commercial use of the same to your ● ‘NDTV Business Leadership Award’ in the telecom category
Company. for 2012.
Your Company had approached Hon’ble TDSAT and filed a New Initiatives
petition for necessary direction to the DoT to allow the
commercial usage of allocated 3G Spectrum for Punjab During the year under review, your Company together with its
service area. The TDSAT had dismissed the said petition in subsidiaries made extensive progress on the marketing and
view of order passed by Delhi High Court in July 2011 customer care front by entering into various alliances,
introducing various innovative products and services. Some of
concerning amalgamation of erstwhile Spice
these are –
Communications Limited with your Company, which was
holding the operative 2G license in respect of Punjab service ● To increase 3G device penetration amongst Idea customers,
area. Your Company has since filed an appeal against the your Company (through its subsidiary) further strengthened
order of TDSAT in the Supreme Court, where the matter “Idea Smartfone” brand by launching five new models in the
remains sub judice. market in FY 12-13.

● Tax demand ● To grow data usage adoption in its base, the Company took
multiple initiatives by introducing innovative pricing,
During the year under review, the Income Tax department changing systems and processes to ensure ease of internet
has issued a demand of ` 15,177 Mn, arising out of access. This has resulted in the addition of more than
assessment of tax return filed for Assessment Year 2010-11. 10 Mn data users taking the data penetration from 14.1%
Your Company is contesting the said demand at appropriate in March 2012 to 21.6% on entire subscriber base in March
forums. 2013.
Awards and Recognitions ● Idea launched Wi-Fi services on a pilot basis in the cities of
Your Company’s outstanding work in the field of business, Pune and Ahmedabad.
advertising and marketing continues to be recognized not only ● Idea (through its subsidiary) launched M-Banking services
nationally but even at international forums. commercially in UP (East) and Mumbai.
● ‘Population’ campaign (India busy on Idea 3G) won the Gold ● Idea maintained high impact visibility on national media
at APPIES 2012, Singapore. throughout the year. After having regained licenses, Idea
● ‘Population’ campaign was rated Best Brand Campaign at reinforced its all India presence through ‘Idea Rings All India’
World Communication Awards, London, which is second year campaign. The campaign song “honey-bunny” became a

17
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‘’
IDEA CELLULAR LIMITED
viral rage. The jingle was heard by 4.8 million unique users Joint Ventures
on digital media and was downloaded more than 2.7 million Indus Towers Limited, in which Aditya Birla Telecom Limited
times. 5 million Dialer- Tones were activated. The song got (ABTL) holds a 16% stake, is a joint venture with the Bharti Group
more than 2.5 million views on Youtube as well making it and Vodafone Group and provides passive infrastructure
one of the top 10 viral videos of 2012. services in 15 service areas.
● Idea revived one of its most successful ground events – Idea
Fixed Deposits
Jalsa.
Your Company does not accept or hold any deposits from public
● One of the major consumer passions – Bollywood Music has under Section 58A of the Companies Act, 1956 and as such, no
been used through Idea Rocks India which is a mega 16 city amount of principal or interest on fixed deposits was
tour across metros and towns. It engaged 16 to 30 years old outstanding on the date of the Balance Sheet.
urban youth and also projected Idea as a tech savvy brand
by using digital media as the main touchpoint for Talent Non-Convertible Debentures
Hunt, webcerts and all other promotions. During the year under review, your Company raised ` 10,000
Mn through issuance of 1,000 Secured Redeemable Non-
● Idea strengthened its brand through number of high impact
Convertible Debentures (NCDs) of ` 10 Mn each on private
media properties like Kaun Banega Crorepati, Idea Filmfare
placement basis, of which NCDs worth ` 3,740 Mn have been
Awards, Citizen Journalist Awards, in addition to several
re-purchased at par. These NCDs are rated “CARE AA”.
regional media properties. The brand continues its
association with the Delhi Daredevils team in IPL 6. Enterprise Risk Management
Your Company has established an Enterprise-wide Risk
Subsidiaries and Joint Ventures Management (ERM) framework to optimise the identification
Your Company has the following subsidiaries and joint ventures: and management of risks, as well as to comply with clause 49
Subsidiaries of the Listing Agreement with stock exchanges. In line with your
Company’s commitment to delivering sustainable value, this
● Aditya Birla Telecom Limited, holds 16% shareholding in framework aims to provide an integrated and organised
Indus Towers Limited and 100% shareholding in Idea Cellular approach for evaluating and managing risks.
Towers Infrastructure Limited and is engaged in the trading
of communication devices. Corporate Governance
Your Company is committed to maintain the highest standards
● Idea Cellular Services Limited, provides manpower services
of Corporate Governance. Your Company continues to be
to the Company.
compliant with the requirements enshrined in clause 49 of the
● Idea Cellular Infrastructure Services Limited, is a tower Listing Agreement which relates to Corporate Governance.
Company owning towers in Bihar and Orissa service areas A Report on Corporate Governance as stipulated under clause
and provides passive infrastructure services in these service 49 of the Listing Agreement forms part of the Annual Report.
areas. A certificate from the Statutory Auditors of the Company,
● Idea Cellular Towers Infrastructure Limited (ICTIL), holds confirming compliance with the conditions of Corporate
towers de-merged from your Company. A scheme of Governance, as stipulated under clause 49 forms part of the
amalgamation for merger of ICTIL and certain other Annual Report.
companies with Indus Towers Limited with an appointed Management Discussion and Analysis
date of April 1, 2009 has been approved by the Hon’ble High
The Management Discussion and Analysis Report for the year
Court of Delhi on April 18, 2013. The Scheme will be effective
under review, as stipulated under clause 49 of the Listing
only upon the filing of the certified copy of the judgment
Agreement is presented in a separate section forming part of
with all the respective RoC’s.
the Annual Report.
● Idea Mobile Commerce Services Limited, is engaged in the
business of Mobile Banking. Business Responsibility Reporting
● Idea Telesystems Limited, is engaged in the trading of SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012,
communication devices. mandated the top 100 listed entities based on market
capitalization at BSE and NSE, to include Business Responsibility
In terms of general exemption granted by the Ministry of
Report as part of the Annual Report describing the initiatives
Corporate Affairs, Government of India, vide its Circular No.
taken by the Companies from Environmental, Social and
2/2011 dated February 8, 2011, and in compliance with the
Governance perspectives.
conditions enlisted therein, the reports and annual accounts
of the Subsidiary Companies for the Financial Year ended Accordingly, a Business Responsibility Report, as stipulated
March 31, 2013 have not been attached to the Company’s under clause 55 of the Listing Agreement is presented in a
Accounts. separate section forming part of the Annual Report.

The annual accounts and other related information of the Directors

Subsidiary Companies shall be available for inspection during Consequent upon the change in nomination by Axiata Group
business hours by the members at the Registered Office of the Berhad, Mr. Juan Villalonga Navarro ceased to be a Director on
Company. The copies of these documents will also be made the Board of your Company with effect from January 29, 2013
available to the members upon request. and in his place Dr. Shridhir Sariputta Hansa Wijayasuriya has
18
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Annual Report 2012-13

been nominated as an Additional Director on the Board of your so as to give a true and fair view of the state of affairs of
Company with effect from January 29, 2013. As per the provisions your Company as at the end of the financial year and of the
of Section 260 of the Companies Act, 1956, he will hold office profit of the Company for that period;
upto the date of the ensuing Annual General Meeting of the c) proper and sufficient care has been taken to the best of
Company. their knowledge and belief for the maintenance of adequate
Your Company has received a Notice under Section 257 of the accounting records in accordance with the provisions of the
Companies Act 1956, together with the requisite deposit, from Companies Act, 1956, for safeguarding the assets of your
a member proposing the appointment of Dr. Wijayasuriya as a Company and for preventing and detecting fraud and other
Director on the Board of the Company. Resolution seeking irregularities;
approval of the Members for the appointment of Dr. Wijayasuriya d) the annual accounts have been prepared on a going concern
as a Director of the Company has been incorporated in the Notice basis.
of the ensuing Annual General Meeting together with a brief
resume. Auditors
In accordance with the provisions of the Companies Act, 1956 The Statutory Auditors of the Company, M/s. Deloitte Haskins &
and the Articles of Association of the Company, Smt. Rajashree Sells, Chartered Accountants, Mumbai, retire at the conclusion
Birla, Ms. Tarjani Vakil, Dr. Rakesh Jain and Mr. Biswajit A. of the ensuing Annual General Meeting. The Statutory Auditors
Subramanian retire from office by rotation, and being eligible, have confirmed their eligibility and willingness to accept the
offer themselves for re-appointment at the ensuing Annual office on re-appointment. The Board recommends their
General Meeting of the Company. re-appointment for the next term.
Brief profile of the Directors proposed to be appointed/ Auditors’ Report and Notes to Accounts
re-appointed as required under clause 49 of the Listing The Board has duly reviewed the Statutory Auditors’ Report on
Agreement are annexed to the Notice convening the 18th Annual the Accounts including emphasized matters relating to transfer
General Meeting forming part of this Annual Report. of licenses of erstwhile Spice Communication Limited to the
Conservation of Energy, Technology Absorption, Foreign Company and one time spectrum demands.
Exchange Earnings & Outgo As explained in Significant Development section of this report,
The particulars as required to be disclosed pursuant to Section the matters remain sub-judice and do not call for any further
217(1)(e) of the Companies Act, 1956, read with the Companies explanation/clarification under Section 217(3) of the Companies
(Disclosures of Particulars in the Report of Board of Directors) Act, 1956.
Rules, 1988, are given to the extent applicable in the Annexure Cost Audit
‘B’ forming part of this Report.
The Ministry of Corporate Affairs (MCA) has issued Telecom
Particulars of Employees Industry specific Cost Audit Order dated May 2, 2011, making
In accordance with the provisions of Section 217(2A) of the appointment of Cost Auditor mandatory, inter-alia, for the
Companies Act, 1956, read with the Companies (Particulars of Companies to whom the Cost Accounting Records
Employees) Rules, 1975, the names and other particulars of (Telecommunications) Rules, 2002 apply.
employees have been set out in the annexure to this report. Accordingly, in terms of the above order and pursuant to the
However, in terms of the provisions of Section 219(1)(b)(iv) of provisions of Section 233B of the Act, your Directors have re-
the Companies Act, 1956, the report and accounts, as therein appointed M/s. Sanjay Gupta & Associates, Cost Accountants,
set out, are being sent to all the members of the Company as the Cost Auditors of your Company to audit the cost records/
excluding the aforesaid information about employees. Any accounts maintained as per the Cost Accounting Records
member, who is interested in obtaining such particulars about (Telecommunications) Rules, 2002 for the Financial Year ended
employees, may write to the Company Secretary at the March 31, 2013. The Cost Audit Report for the Financial Year
Registered Office of the Company. 2012-13 is yet to be placed before the Board.
Directors’ Responsibility Statement Acknowledgements
Your Directors affirm that the audited accounts containing the Your Directors wish to express their sincere appreciation to the
financial statements for the Financial Year 2012-13 are in Department of Telecommunications, the Central Government,
conformity with the requirements of the Companies Act, 1956. the State Governments, bankers and all the business associates
They believe that the financial statements reflect fairly the form for their support and look forward to continued support in future.
and substance of transactions carried out during the year and Your Directors also wish to place on record their appreciation to
reasonably present the Company’s financial condition and the employees for their commitment in the progress of your
results of operations. Company.
Pursuant to Section 217(2AA) of the Companies Act, 1956, the For and on behalf of the Board
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 Place: Mumbai Kumar Mangalam Birla
judgments and estimates made are reasonable and prudent, 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
Particulars ESOS - 2006
Tranche I Tranche II Tranche III Tranche IV
(December 31, 2007) (July 24, 2008) (December 22,2009) (January 24, 2011)
a) Number of Stock Options 19,931,000 6,131,250 6,918,750 2,524,500
granted
b) The pricing formula The exercise price was The exercise price was The exercise price was The exercise price was
determined by averaging the determined by averaging the determined by averaging the determined by averaging the
daily closing price of the daily closing price of the daily closing price of the daily closing price of the
Company's equity shares Company's equity shares Company's equity shares Company's equity shares
during 7 days immediately during 7 days immediately during 7 days immediately during 7 days immediately
preceding the date of grant preceding the date of grant. preceding the date of grant. preceding the date of grant.
and discounting it by 15%.
In accordance with the In accordance with the Exercise price - ` 57.55 per Exercise price - ` 68.86 per
approval of the Board of approval of the Board of option option
Directors and the shareholders Directors and the shareholders
of the Company, the ESOS of the Company, the ESOS
Compensation Committee had Compensation Committee had
re-priced the options from re-priced the options from
` 112.57 to ` 39.30 per option ` 84.03 to ` 45.55 per option
on December 22, 2009. on December 22, 2009.

c) Options vested 15,903,250 5,023,193 4,169,462 1,185,937

d) Options exercised 10,948,412 1,966,219 1,891,475 266,982
e) The total number of 10,948,412 1,966,219 1,891,475 266,982
shares arising as a result
of exercise of options
f) Options forfeited/ 4,658,000 1,259,272 1,540,060 217,500
cancelled/ lapsed
g) Variation of terms of In accordance with the In accordance with the NIL NIL
options approval of the Board of approval of the Board of
Directors and the shareholders Directors and the shareholders
of the Company, the ESOS of the Company, the ESOS
Compensation Committee had Compensation Committee had
re-priced the options from ` re-priced the options from
112.57 to ` 39.30 per option ` 84.03 to ` 45.55 per option
on December 22, 2009. on December 22, 2009.
h) Money realized by ` 430,272,591.60 ` 89,561,275.45 ` 108,854,386.25 ` 18,384,380.52
exercise of options
i) Total number of options in 4,324,588 2,905,759 2,171,111 891,393
force
j) Employee wise details of
options granted:
i) Senior managerial Mr. Himanshu Kapania - Mr. Himanshu Kapania - NIL NIL
personnel: 267,500 66,875
ii) Any other employee NIL NIL NIL NIL
who received a grant
in any one year of
option amounting to
5% or more of options
granted during that
year
iii) Identified employees NIL NIL NIL NIL
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 ` 2.47
l) Difference between the ` 38.44 Mn
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.

20
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Annual Report 2012-13

Annexure ‘A’ to the Directors’ Report (Contd.)

Particulars ESOS - 2006

Tranche I Tranche II Tranche III Tranche IV
(December 31, 2007) (July 24, 2008) (December 22, 2009) (January 24, 2011)
The impact of this difference The effect of adopting the fair value on the net income and Earnings Per Share for 2012-13 is as presented below:
on profits and on EPS of the
Company
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

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 Weighted-average exercise Weighted–average exercise

exercise prices and price: ` 39.30 price: ` 45.55 — —
weighted-average fair
values of options
whose exercise price Weighted-average fair value of Weighted-average fair value of
is less than the options: ` 31.76 options: ` 30.80
market price of the
stock

(iii) Weighted - average — — Weighted–average exercise Weighted–average exercise

exercise prices and price: ` 57.55 price: ` 68.86
weighted-average fair
values of options Weighted - average fair value Weighted - average fair value
whose exercise price of options: ` 31.34 of options: ` 37.47
exceeds the market
price of the stock

n) A description of the
method and significant
assumptions used during Black – Scholes Method
the year to estimate the
fair values of options,
including the following
weighted-average
information:
On the date of Grant
(i) risk-free interest rate (%) 7.78 7.50 7.36 8.04 - 8.14
(ii) expected life
(No. of years) 6 years 6 months 6 years 6 months 6 years 6 months 6 years 6 months
(iii) expected volatility (%) 40.00 45.80 54.54 50.45
(iv) dividend yield (%) Nil Nil Nil Nil
(v) the price of the ` 139.10 ` 87.75 ` 57.05 ` 68.55
underlying share in
market at the time of
option grant
On the date of Re-pricing
(i) risk-free interest rate (%) 7.36 7.36
(ii) expected life 4 years 6 months 5 years 9 months
(No. of years)
(iii) expected volatility (%) 54.54 54.54 N.A. N.A.
(iv) dividend yield (%) Nil Nil
(v) the price of the ` 57.05 ` 57.05
underlying share in
market at the time of
option Re-pricing

21
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IDEA CELLULAR LIMITED

Annexure ‘B’ to the Directors’ Report

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

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Annual Report 2012-13

Corporate Governance Report

Company’s Philosophy on Corporate Governance 1. BOARD OF DIRECTORS
Corporate Governance refers to set of systems and practices An active, informed and independent Board is necessary to
which ensures that business and affairs of an organisation are ensure highest standards of Corporate Governance. The Board
conducted in a manner that promotes sustainable business plays a crucial role in overseeing how the management
model and enhances shareholders’ value in the long term. safeguards the interests of shareholders and stakeholders. The
Corporate Governance is about commitment to conduct Board lays down business strategy, sets strategic goals and
business in a fair and transparent manner. The good seeks accountability for their fulfillment. The Board critically
Governance framework encourages the efficient use of evaluates strategic direction of the Company and exercises
resources and creates a mechanism of checks and balances to appropriate control to ensure that the business of the Company
ensure that business is conducted in the best interests of the is conducted in the best interests of the shareholders and
stakeholders and society at large. We believe that sound society at large. The Board is assisted by the Managing Director
Corporate Governance practices can deliver sustainable, and Senior Management Personnel in ensuring effective
profitable growth and create long term value not only for our functioning of the Company.
shareholders but also for all our stakeholders.
The Aditya Birla Group is committed to the adoption of best Composition of the Board
governance practices and its adherence in the true spirit at all The Company has a balanced board with optimum combination
times. Our governance practices are a product of self-desire, of Executive and Non-Executive Directors, including
reflecting the culture of trusteeship that is deeply ingrained in independent professionals, which plays a crucial role in Board
our value system and reflected in our strategic thought process. processes and provides independent judgment on issues of
Our governance philosophy rests on five basic tenets: strategy and performance. Presently the Board comprises of
14 members, comprising of a Non-Executive Chairman, a
● Board accountability to the Company and shareholders; Managing Director, Seven Independent Directors and Five Non-
● Strategic guidance and effective monitoring by the Board; Executive Directors. The present strength of the Board reflects
judicious mix of professionalism, competence and sound
● Protection of minority interests and rights; knowledge which enables the Board to provide effective
● Equitable treatment of all shareholders; and leadership to the Company.
● Superior transparency and timely disclosure. The members of our Board comprises of eminent professionals
from diversified background having rich and varied expertise
In line with this philosophy, Idea Cellular Limited, an Aditya Birla
in the areas of technology, finance, general management and
Group Company, continuously strives for excellence through
entrepreneurship. The Board periodically evaluates the need
adoption of best governance and disclosure practices. Corporate
for change in its size and composition to ensure that it remains
Governance has always been intrinsic to the management of the
aligned with statutory and business requirements.
business and affairs of our Company. Our governance framework
enjoins demonstrating high levels of accountability, transparency None of the Directors on the Board is a Member of more than
and integrity in all its transactions. The Company constantly ten Committees or Chairman of more than five Committees
endeavors to adopt innovative approaches for leveraging (as specified in clause 49 of Listing Agreement), across all the
resources and fostering its growth. Your Company is committed Companies in which he/she is a Director. All the Directors have
in meeting aspirations of the all the stakeholders by benchmarking intimated periodically about their Directorship and Membership
its corporate governance practices with global standards. on the Board Committees of other Companies.
Your Company confirms the compliance of Corporate The composition of the Board of Directors as on March 31, 2013
Governance as contained in clause 49 of the Listing Agreement, and the number of Directorships and Committee position held
the details of which for the financial year ended March 31, 2013 by them are as under:
are as follows:

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 - - -
3
Mr. Juan Villalonga Navarro Non-Executive - - - -
Dr. Shridhir Sariputta
Hansa Wijayasuriya3 Non-Executive - - - -
Mr. Sanjeev Aga Non-Executive 3 - 1 -
Mr. Arun Thiagarajan Independent 5 3 6 -

23
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IDEA CELLULAR LIMITED

Name of Director Category No. of Outside Directorship(s) Held1 Outside Committee Positions Held2
Public Private Member Chairman/
Chairperson
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.

Appointment and Tenure papers, the same is tabled at the meeting. In special and
exceptional circumstances, additional or supplementary
The Directors of the Company are appointed by the
agenda items are taken-up for discussion with the
shareholders at the General Meeting. All Directors except the
permission of the Chairman. The members of the Board in
Managing Director are subject to retirement by rotation and
consultation with the Chairman may bring up any matter for
at every Annual General Meeting, one third of such Directors,
the consideration of the Board.
if eligible, offer themselves for re-appointment. The
Managing Director is appointed for a maximum period of The Chief Financial Officer and other Senior Management
5 years and is eligible for re-appointment upon completion Personnel are invited to the Board/Committee Meetings to
of the term. present reports on the items being discussed at the meeting.
All the relevant information as enumerated in Annexure 1A to
Board Meetings and Procedure clause 49 of the Listing Agreement is placed before the Board.
The presentations covering the Company’s performance,
The annual calendar of meetings is broadly determined at the
operations and business strategy are also made to the Board.
beginning of each year. The Board meets atleast once in every
The Board periodically reviews the compliance status of all the
quarter to review the quarterly financial results and operations
applicable laws. The Board is regularly updated on various legal
of the Company. Apart from the above, additional Board
and regulatory developments involving the Company. Action
Meetings are convened to address the specific needs of the
Taken Report in respect of the matters arising out of the
Company. In case of business exigencies some resolutions are
previous meetings is placed at every meeting of the Board/
also passed by circulation. The Meetings of the Board are
Committee for noting. The draft minutes of each Board/
generally held in Mumbai. Video Conferencing /
Committee Meetings are circulated to all Directors for their
teleconferencing facilities are also made available to enable
comments, before being recorded in the minutes book. The
participation of Directors, in case they cannot be physically
Company Secretary records the minutes of each Board/
present at the Meeting.
Committee Meeting.
The Board Meetings are scheduled well in advance and the
The Members of the Board have complete freedom to express
notice of such Board Meeting is given in writing to all the
their opinion and have unfettered and complete access to
Directors. The Meetings are governed by a structured
information in the Company. All the decisions are taken after
agenda. The Company Secretary in consultation with the
detailed deliberations by the Board Members at the meetings.
Chairman and Managing Director prepares the detailed
Senior Management Personnel are invited to provide additional
agenda for the meetings. All the agenda items are backed
inputs for the items being discussed by the Board as and when
by comprehensive agenda notes and relevant supportings
necessary. The important decisions taken at the Board/
containing all the vital information, so as to enable the
Committee meetings are communicated to the concerned
Directors to have focused discussion at the meeting and to
departments promptly.
take informed decisions. The agenda and agenda notes are
circulated to all the Directors well in advance of each During the financial year 2012-13, four meetings of the Board
meeting of the Board of Directors. Where it is not practical were held on April 26, 2012, July 23, 2012, October 22, 2012
to send the relevant information as a part of the agenda and January 29, 2013.

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Annual Report 2012-13

The details of attendance of Directors at the Board Meetings A. Audit Committee
and at the Last Annual General Meeting are as under:
The Board of Directors has in accordance with the requirements
Name of Director No. of Board Meetings Attended of clause 49 of the Listing Agreement and Section 292A of the
held during the tenure Last AGM Companies Act, 1956, constituted an Audit Committee for
Held Attended overseeing the accounting, auditing and overall financial
Mr. Kumar Mangalam Birla 4 4 Yes reporting process of the Company. The Audit Committee acts
Mrs. Rajashree Birla 4 2 No as a link between the Management, the Statutory Auditors,
Internal Auditors and the Board of Directors to oversee the
Dr. Rakesh Jain 4 4 No financial reporting process of the Company. The Committee’s
Mr. Biswajit A. Subramanian 4 3 No purpose is to oversee the quality and integrity of accounting,
Mr. Juan Villalonga Navarro 4 0 No auditing and financial reporting process including review of the
internal audit reports and action taken report.
Dr. Shridhir Sariputta
Hansa Wijayasuriya* 4 4 Yes The Company has appropriate internal control systems for
Mr. Arun Thiagarajan 4 4 Yes business processes, covering operations, financial reporting
and compliance with applicable laws and regulations. Regular
Mr. Gian Prakash Gupta 4 4 Yes
internal audits and management reviews ensure that the
Mr. Mohan Gyani 4 1 No responsibilities are discharged effectively. The Audit
Ms. Tarjani Vakil 4 4 No Committee actively reviews the adequacy and effectiveness of
Mr. R.C. Bhargava 4 4 No internal control systems and suggests improvements for
strengthening them, as appropriate.
Mr. P. Murari 4 1 Yes
Mr. Sanjeev Aga 4 3 No The Committee also oversees the performance of the
internal and statutory auditors and also recommends their
Mr. Himanshu Kapania 4 4 Yes
appointment and remuneration to the Board. The minutes
Ms. Madhabi Puri Buch 4 4 Yes of the Audit Committee forms part of the Board Agenda. The
Chairman of the Audit Committee Meeting briefs the Board
* Attended as an Alternate Director to Mr. Juan Villalonga Navarro.
on the discussions held during Audit Committee Meeting.
Code of Conduct The Company has also developed and implemented Enterprise
Risk Management Framework which provides for identification
The Board of Directors have laid down the Code of Conduct
of risks, risk evaluation and development of risk mitigation
for all the Board Members and Senior Management Personnel
plans. The Audit Committee is periodically informed about the
of the Company, which is also uploaded on the website of
risk assessment, impact of the risk on the business and
the Company (www.ideacellular.com). The Code is derived
mitigation plans.
from three inter-linked fundamental principles, viz. good
corporate governance, good corporate citizenship and
Powers of Audit Committee
exemplary personal conduct. All Board Members and Senior
Management Personnel have affirmed compliance to the As enumerated in clause 49 of the Listing Agreement, the Audit
Code of Conduct. A declaration signed by the Managing Committee, inter-alia, has the following powers:
Director affirming the compliance with the Code of Conduct
by the Board Members and Senior Management Personnel ● To investigate any activity within its terms of reference;
of the Company is attached and forms part of this Report. ● To seek information from any employee;

2. COMMITTEES OF THE BOARD ● To obtain outside legal or other professional advice; and
The Board Committees play a vital role in ensuring sound ● To secure attendance of outsiders with relevant expertise
Corporate Governance practices. The Committees are if it considers necessary.
constituted to handle specific activities and ensure speedy
resolution of the diverse matters. The Board of Directors of Terms of reference
the Company has constituted six Board Committees
The broad terms of reference of Audit Committee includes the
viz. Audit Committee, Remuneration Committee,
following, as mandated in clause 49 of the Listing Agreement
Shareholders’/Investors’ Grievance Committee,
and Section 292A of the Companies Act, 1956:
ESOS Compensation Committee, Finance Committee and
Securities Allotment Committee. The terms of reference of a. Oversight of the Company’s financial reporting process and
each of these Committees are determined by the Board. the disclosure of its financial information to ensure that
The Minutes of the Committee Meetings are noted by the the financial statement is correct, sufficient and credible;
Board.
b. Recommending to the Board, the appointment,
The role and composition of the aforesaid Committees, re-appointment and if required, the removal of external
including the number of meetings held and the related auditor, determination of audit fee and also approval of
attendance of the members are as follows: payment for any other services;

25
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IDEA CELLULAR LIMITED

c. Reviewing with the management, the annual financial m. Reviewing of functioning of ‘Whistle Blower Mechanism’
statements before submission to the Board, with particular in case the same exists; and
reference to:
n. Carrying out any other function as and when referred by
● Changes in accounting policies and practices; the Board.
● Major accounting entries based on exercise of
judgment by the management; Composition, Meetings and Attendance

● Qualifications in Draft Audit Report; The Audit Committee of the Board comprises four members,
of which three members, including the Chairman, are
● Significant adjustments made in financial statements Independent Directors and one Member is a Non-Executive
arising out of audit findings; Director. The majority of the Audit Committee members
● The Going Concern assumption; possess accounting and financial management expertise.
The Company Secretary acts as a Secretary to the
● Compliance with Accounting Standards; Committee.
● Compliance with listing and other legal requirements The Managing Director and the Chief Financial Officer of the
concerning financial statements; Company are permanent invitees to the Audit Committee
● Any related party transactions i.e. transactions of the Meeting. Representatives of the Statutory Auditors and Internal
Company of material nature, with promoters or the Auditors of the Company are also invited to the Audit
management, their subsidiaries or relatives etc., that Committee Meetings. In addition, other Senior Management
may have potential conflict with the interests of Personnel are also invited to the Committee Meetings to
Company at large; and present reports on the respective functions that are discussed
at the meetings from time to time.
● Matters required to be included in the Directors’
Responsibility Statement, in terms of Section 217(2AA) During the Financial Year 2012-13, five meetings of the Audit
of the Companies Act, 1956. Committee were held on April 26, 2012, July 23, 2012,
September 3, 2012, October 22, 2012 and January 29, 2013.
d. Reviewing the adequacy of internal audit function,
including the structure of the internal audit department, The composition of the Audit Committee and the attendance
staffing and seniority of the official heading the of the members at the meetings held during the year are as
department, reporting structure, coverage and frequency under:
of internal audit;
Name of Director Category No. of No. of Meetings
e. Discussion with internal auditors on any significant Meetings held attended
findings and follow-up thereon; during the tenure
f. Reviewing the findings of any internal investigations by Mr. Gian Prakash Gupta Independent 5 5
the internal auditors into matters where there is (Chairman)
suspected fraud or irregularity or a failure of internal Mr. Arun Thiagarajan Independent 5 5
control systems of a material nature and reporting the
Ms. Tarjani Vakil Independent 5 4
matter to the Board;
Mr. Juan Villalonga Non-Executive 5 —
g. Reviewing with the management, the performance of
Navarro*
external and internal auditors, and the adequacy of internal
control systems; Dr. Shridhir Sariputta Non-Executive 0 0
Hansa Wijayaurisya*
h. Discussion with external auditors before the audit
commences on the nature and scope of audit as well as * Dr. Shridhir Sariputta Hansa Wijayaurisya attended four Audit
having post-audit discussions to ascertain any area of Committee Meetings in his capacity as an Alternate Director to
Mr. Navarro. Pursuant to change in nomination of Axiata Group,
concern;
Berhad, Mr. Juan Villalonga Navarro ceased to be the Member of
i. Reviewing with the management, the quarterly financial the Audit Committee w.e.f. 29.01.2013 and Dr. Shirdhir Sariputta
statements before submission to the Board for approval; Hansa Wijayasuriya, former Alternate Director to Mr. Navarro, was
appointed as the Director and also a Member of the Committee
j. Reviewing the reasons for substantial defaults in the w.e.f. 29.01.2013.
payment to the depositors, debentureholders, shareholders
(in case of non-payment of declared dividends) and B. Remuneration Committee
creditors; The Remuneration Committee has been constituted for
k. Review of Management Discussion and Analysis of financial reviewing and recommending the remuneration payable to the
condition and results of operations; Directors and senior officials of the Company. The Committee
is entrusted with the responsibility of evaluating and approving
l. Review of Management Letters / Letters of Internal Control the remuneration packages and polices for Directors and senior
Weaknesses issued by the Statutory / Internal Auditors; officials of the Company.
26
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Annual Report 2012-13

Terms of reference During the Financial Year 2012-13, one meeting of the
The broad terms of reference of Remuneration Committee Remuneration Committee was held on October 22, 2012 and
includes the following: the same was attended by all the members.
a. Review of remuneration payable to the Directors and senior
officials of the Company; Remuneration of Directors
b. Reviewing and advising the Board over the remuneration (i) Remuneration to the Managing Director
policies of the Company generally; and The remuneration package of the Managing Director is
c. Such other matters as may be decided by the Board from determined by the Remuneration Committee. The
time to time. recommendations of the Remuneration Committee are
considered and approved by the Board, subject to the
Composition, Meetings and Attendance approval of the members of the Company. The remuneration
The Remuneration Committee comprises of three Non- package of the Managing Director comprises of a fixed salary
Executive Directors, all of whom are Independent Directors. The component and a performance linked bonus. A fair portion
Company Secretary acts as the Secretary to the Committee. As of the remuneration of the Managing Director is linked to
on March 31, 2013, the Committee comprised of Mr. Arun the Company’s performance, thereby creating a strong
Thiagarajan, Ms. Tarjani Vakil and Mr. Gian Prakash Gupta. 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 -

27
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IDEA CELLULAR LIMITED

Name of Non-Executive Director Sitting Fees (`)

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.

(iii) Details of Shareholding of Directors Mr. Himanshu Kapania. Mr. Kapania was appointed as a
The details of shareholding of Directors as on March 31, Member of the Committee with effect from October 22, 2012.
2013 are as under: The Company Secretary acts as the Secretary to the Committee.
During the Financial Year 2012-13, the Shareholders’/Investors’
Name of Director No. of Equity Shares# Grievance Committee met once on January 29, 2013 which was
attended by Dr. Rakesh Jain and Mr. Himanshu Kapania.
Mr. Kumar Mangalam Birla 233,333
Dr. Rakesh Jain 5,000 Compliance Officer
Mr. Arun Thiagarajan 7,700 Mr. Pankaj Kapdeo, Company Secretary, acts as the Compliance
Mr. Gian Prakash Gupta 4,192 Officer of the Company. The Compliance Officer briefs the
Committee on the grievances/queries of the investors and the
Ms. Tarjani Vakil 147 steps taken by the Company for redressing their grievances.
Mr. Himanshu Kapania 213,200 The Compliance Officer can be contacted at:

# Shares held singly or as a first shareholder are only considered. Idea Cellular Limited
“Windsor”, 5th Floor, Off CST Road,
Stock Options to Non-Executive Directors: Near Vidya Nagari,
Mr. Sanjeev Aga, former Managing Director of the Kalina, Santacruz (East),
Company, had been granted 1,712,000 stock options under Mumbai – 400 098
Tranche I and 428,000 stock options under Tranche II of Tel: +91-9594003434
the Employee Stock Option Scheme, 2006 (ESOS-2006). Fax: +91-22-26527080
Mr. Aga has exercised 1,712,000 stock options under Email: [email protected]
Tranche I of ESOS -2006 upto March 31, 2013.
Investor Grievances Redressal Status
Apart from Mr. Aga no other Non-Executive director has
been granted stock options. During the Financial Year 2012-13, the complaints and queries
received from the shareholders were general in nature and
C. Shareholders’/Investors’ Grievance Committee were mainly pertaining to non-receipt of annual reports,
In order to ensure quick redressal of the complaints of the request for subsidiary annual accounts etc. All the complaints
stakeholders, Company has in due compliance with clause 49 were resolved to the satisfaction of the investors.
of the Listing Agreement constituted a Shareholders’/Investors’ The status of Investors’ Complaints as on March 31, 2013, is as
Grievance Committee. The Committee oversees the process of follows:
share transfer and monitors redressal of Shareholders’/
Investors’ complaints/grievances viz. non-receipt of annual No. of complaints as on April 1, 2012 2
report, dividend payment, issue of duplicate share certificates, No. of complaints received during the
transmission of shares and other related complaints. In Financial Year 2012-13 191
addition, the Committee also monitors other issues including
No. of complaints resolved upto March 31, 2013 193
status of dematerlisation/rematerialisation of shares issued
by the Company. No. of complaints pending as on March 31, 2013 0

Composition, Meetings and Attendance To redress investor grievances, the Company has a dedicated
As on March 31, 2013, the Committee comprises of three E-mail ID [email protected] to which investors may
members namely, Dr. Rakesh Jain, Mr. Sanjeev Aga and send complaints.
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Annual Report 2012-13

D. ESOS Compensation Committee 3. SUBSIDIARY COMPANIES
A Compensation Committee known as “ESOS Compensation The Company does not have any material non-listed
Committee” has been constituted in accordance with SEBI Indian subsidiary, whose turnover or net worth (paid-up
(Employee Stock Option Scheme and Employee Stock capital and free reserves) exceeds 20% of the
Purchase Scheme) Guidelines, 1999, for formulating and consolidated turnover or net worth respectively of the
implementing an Employee Stock Option Scheme of the Company.
Company. As on March 31, 2013, the Company had six Subsidiary
The Committee oversees the formulation of ESOP plans, the Companies, names of which are set out as under:
implementation of the Scheme, its administration, supervision, 1. Aditya Birla Telecom Limited
and formulating detailed terms and conditions in accordance 2. Idea Cellular Services Limited
with the SEBI Guidelines. 3. Idea Cellular Infrastructure Services Limited
The Compensation Committee comprises of three Non- 4. Idea Cellular Towers Infrastructure Limited (ICTIL)*
Executive Directors, of whom two are Independent Directors.
5. Idea Telesystems Limited
During the Financial Year 2012-13, two meetings of the
Committee were held on April 26, 2012 and July 23, 2012, which 6. Idea Mobile Commerce Services Limited
were attended by all the members. *A scheme of arrangement for merger of ICTIL and certain
other companies with Indus Towers Limited with an
E. Finance Committee appointed date of April 1, 2009 has been approved by the
The Company has constituted a Finance Committee to approve Hon’ble High Court of Delhi on April 18, 2013. The scheme
matters relating to availing of financial/banking facilities. As will be effective upon filing of the certified copy of the
on March 31, 2013, the Committee comprises of Mr. Himanshu judgment with all the respective ROC’s.
Kapania, Dr. Rakesh Jain and Mr. Sanjeev Aga. The Minutes of the subsidiary companies as well as
statement of significant transactions and arrangements
During the Financial Year 2012-13, three meetings of
entered into by the unlisted subsidiary companies are
the Finance Committee were held on September 21, 2012,
placed before the Board Meeting for their review.
October 8, 2012 and March 18, 2013.
The composition of the Finance Committee and the attendance 4. DISCLOSURES
of the members at the meetings held during the year are as a. Disclosure on materially significant related party
under: transactions
Name of Director Category No. of No. of All the related party transactions are undertaken on
Meetings Meetings arms length basis. The related party transactions are
held during attended placed before the Audit Committee on a quarterly
the tenure basis. The details of related party transactions have
been disclosed under Note 44 of the financial
Mr. Sanjeev Aga Non-Executive 3 3
statements.
Dr. Rakesh Jain Non-Executive 3 3
Mr. Himanshu Managing b. Disclosure of Accounting Treatment
Kapania* Director 1 1 While preparing the financial statements, the Company
has followed all the relevant / applicable Accounting
*Appointed as a Member with effect from October 22, 2012
Standards issued by the Institute of the Chartered
F. Securities Allotment Committee (Formerly IPO Accountants of India.
Committee) c. Risk Management
The IPO Committee of the Company was constituted to give Your Company has established an Enterprise Risk
effect to the Initial Public Offering of the Company and issue Management (ERM) framework to identify and
of further equity shares. During the year under review, IPO manage risks associated with the Company, which is
Committee was renamed as “Securities Allotment monitored on a continuous basis. The Audit
Committee” and the Committee was empowered to make Committee reviews the efficacy of the risk
allotment of all kinds of securities that may be issued by the Management process, the key risks associated with
Company, from time to time. As on March 31, 2013, the business of your Company and the measures in
the Committee comprises of Mr. Himanshu Kapania, place to mitigate the same.
Dr. Rakesh Jain and Mr. Sanjeev Aga. Mr. Himanshu Kapania
was appointed as a Member of the Committee with effect d. Details of non-compliance with regard to the Capital
from October 22, 2012. Market
During the Financial Year 2012-13, no meetings of the The Company has complied with all the requirements
Committee were held. of the Stock Exchanges as well as the regulations

29
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IDEA CELLULAR LIMITED

and guidelines prescribed by the Securities and 18th Annual General Meeting forming part of this
Exchange Board of India (SEBI). There were no Annual Report.
penalties or strictures imposed on the Company by
ii) Communication to Shareholders
Stock Exchanges or SEBI or any statutory authority on
any matter related to capital markets during the last The Company’s quarterly financial results,
three years. presentation made to Institutional Investors / Analysts,
official news releases and other general information
e. Proceeds from Public Issues, Rights Issues, about the Company are uploaded on the Company’s
Preferential Issues etc. website (www.ideacellular.com).
During the year, the Company did not raise any funds The quarterly financial results of the Company are
by way of Public, Rights, Preferential Issues etc. generally published in The Economic Times (all
editions) and Western Times (a regional daily published
5. MANAGEMENT DISCUSSION AND ANALYSIS in Gujarat).
A detailed report on Management Discussion and Analysis At the end of each quarter, the Company organizes
forms part of the Annual Report. earnings call with the analysts and investors and the
transcripts of the same are uploaded on the website
6. SHAREHOLDERS’ INFORMATION thereafter.
i) Disclosure regarding appointment or re-appointment
of Directors iii) General Body Meetings

Brief profile of the Directors seeking appointment or The last three Annual General Meetings were held as
re-appointment is annexed to the Notice convening the 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.

30
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Annual Report 2012-13

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

7. CEO/CFO CERTIFICATION Financial reporting for

As required by clause 49 of the Listing Agreement, the CEO/ the quarter ending
CFO certification is appended as an Annexure to this December 31, 2013 : End January, 2014
Report. Financial reporting for
the year ending
8. REPORT ON CORPORATE GOVERNANCE March 31, 2014 : End April, 2014
This Corporate Governance Report forms part of the Annual Annual General
Report. The Company is in full compliance with all the Meeting for the year
provisions of clause 49 of the Listing Agreement entered ended March 31, 2014 : August / September, 2014
into with the Stock Exchange(s).
3. Book Closure Date : 7th September, 2013 to
9. COMPLIANCE 16th September, 2013
(both days inclusive)
The Company is compliant with the requirements as
prescribed in clause 49 of the Listing Agreement. 4. Dividend : ` 0.30 per share of
A Certificate from the Statutory Auditors of the Company, ` 10/- each (i.e. 3%)
as stipulated in clause 49 of the Listing Agreement entered 5. Dividend Payment Date : On or after 17th September,
into with the Stock Exchange(s) is annexed and forms part 2013
of this Annual Report. As far as adoption of non-mandatory 6. Registered Office : Suman Tower,
requirements are concerned, the Board has constituted a Plot No. 18, Sector - 11,
Remuneration Committee of Directors comprising of Gandhinagar – 382 011,
Non-Executive and Independent Directors. Gujarat, India.
Tel: +91-79-66714000
GENERAL SHAREHOLDERS’ INFORMATION Fax: +91-79-23232251
1. Annual General Meeting 7. Plant Locations : The Company being a
Day and Date : th
Monday, 16 September, 2013 service provider, has no
Plant Locations.
Time : 12:00 Noon
8. Listing Details
Venue : Cambay Spa and Resort,
Plot No. X-22/23, GIDC The Equity Shares of the Company are listed on the
Electronic Estate, Sector 25, following Stock Exchanges:
Gandhinagar – 382 044,
Name of Stock Exchanges
Gujarat.
National Stock Exchange Bombay Stock Exchange
2. Financial Calendar for 2013-14 (Tentative) of India Limited Limited
Financial reporting “Exchange Plaza”, Phiroze Jeejeebhoy Towers,
for the quarter ending Bandra-Kurla Complex, Dalal Street,
June 30, 2013 : End July, 2013 Bandra (East), Mumbai – 400 001
Financial reporting Mumbai – 400 051
for the quarter ending The annual listing fee for the financial year 2013-14 has
September 30, 2013 : End October, 2013 been paid to the above Stock Exchanges.

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IDEA CELLULAR LIMITED

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

125 21,000

115 20,000
19,000
105
18,000
95
17,000
85
16,000
75 15,000
65 14,000
Mar 2013
May 2012

Nov 2012
Oct 2012

Dec 2012

Feb 2013
Jul 2012
Jun 2012

Sep 2012
Apr 2012

Aug 2012

Jan 2013

Idea Share Price BSE Sensex

32
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Annual Report 2012-13

(b) Comparison of the Company’s share price with NSE Nifty

125 6,400

115 6,050

105 5,700

95 5,350

85 5,000

75 4,650

65 4,300

Mar 2013
May 2012

Nov 2012
Oct 2012

Dec 2012

Feb 2013
Jul 2012
Jun 2012

Sep 2012
Apr 2012

Aug 2012

Jan 2013
Idea Share Price NSE Nifty

12. Share Transfer System 14. Shareholding Pattern

Transfer of shares in dematerialized form is done through The shareholding pattern of the Company as on
the depositories without any involvement of the Company. March 31, 2013 is as follows:
Transfer of shares in physical form is normally processed
within a period of 12 days from the date of the lodgement, Category No. of % Share-
subject to documents being valid and complete in all Shares holding
respects. All transfers are first processed by the Registrar Promoter and Promoter Group 1,520,679,047 45.88
and Share Transfer Agent and are submitted to the
Company for approval thereafter. Foreign Institutional Investors 541,590,728 16.34

Non-Resident Indians / Overseas

13. Distribution of Shareholding Corporate Bodies 991,553,987 29.92

The distribution of shareholding of the Company as on Mutual Funds, Financial Institutions,

March 31, 2013 is as follows: Banks and Insurance Companies 189,507,322 5.72

Number of Number % to total No. of % to Domestic Bodies Corporate 16,063,735 0.48

Equity Shares of Share- Share- Shares total Resident Indians and Others 54,926,947 1.66
held holders holders held Share-
holding Total 3,314,321,766 100.00

Upto 5000 257,877 95.23 33,637,283 1.01 15. Dematerialisation of Shares and Liquidity
5000 – 10000 7,630 2.82 5,892,947 0.18 The Shares of the Company are compulsorily tradable in
dematerialized form through both the Depository Systems
10001– 20000 2,597 0.96 3,841,197 0.12
in India viz. National Securities Depository Limited (NSDL)
20001 – 30000 813 0.30 2,081,876 0.06 and Central Depository Services (India) Limited (CDSL). A
total number of 3,314,309,422 Equity Shares of the
30001 – 40000 403 0.15 1,421,679 0.04
Company constituting over 99.99% of the issued,
40001 – 50000 291 0.11 1,382,330 0.04 subscribed and paid-up share capital were held in
dematerialised form as on March 31, 2013.
50001 – 100000 425 0.16 3,152,334 0.10
16. Outstanding GDRs / ADRs etc.
100001 & above 744 0.27 3,262,912,120 98.45
The Company has not issued any GDRs/ADRs/Warrants and
Total 270,780 100.00 3,314,321,766 100.00 hence no amount is outstanding as at the year end.
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IDEA CELLULAR LIMITED

17. Registrar and Share Transfer Agents Company Secretary at the under mentioned address for
M/s. Bigshare Services Private Limited any assistance:
E -2 & 3, Ansa Industrial Estate, Mr. Pankaj Kapdeo
Saki-Vihar Road, Sakinaka, Company Secretary
Andheri (East), Mumbai – 400 072 Idea Cellular Limited
Tel: +91-22-2847 0652 / 4043 0200 “Windsor”, 5th Floor,
Fax: +91-22-2847 5207 Off CST Road, Near Vidya Nagari,
E-mail: [email protected] Kalina, Santacruz (East),
Mumbai – 400 098
18. Investor Correspondence Tel: +91-9594003434
In order to facilitate quick redressal of the grievances / Fax: +91-22-26527080
queries, the Investors and Shareholders may contact the E-mail: [email protected]

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Annual Report 2012-13

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

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

Business Responsibility Report

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 [email protected]

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

As part of the Aditya Birla Group, Idea actively contributes
Responsibility (CSR) as percentage of
to the Group’s CSR activities and has continued to do so
Profit After Tax (%)
during the reporting period. Healthcare, education,
5 List of activities in which expenditure in sustainable livelihood and Infrastructure development and
4 above has been incurred are some of the focus areas for CSR activities.

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IDEA CELLULAR LIMITED

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 [email protected],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

2. Principle-wise (as per NVGs) BR policy/policies (Reply in Y/N)

Business Ethics

Human Rights
Responsibility

Stakeholders

Environment
Engagement
Wellbeing

Customer
Employee

Advocacy

Inclusive
Sr.

Product

Growth
Questions

Policy

Value
No.

P1 P2 P3 P4 P5 P6 P7 P8 P9
1 2 34 3 5 2 6 3
1. Do you have a policy/policies for Y Y Y Y Y Y — Y Y
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
Y Y Y Y Y Y — Y Y
MD/Owner/CEO/appropriate
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.
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.

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IDEA CELLULAR LIMITED

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 Environment, vendors are required not to engage in bribery,
corruption or other unethical practices in order to gain
Principle 1: Businesses should conduct and govern competitive advantage.
themselves with Ethics, Transparency and Accountability
At Idea, transparent and timely communication is
At Idea, all business activities and stakeholder interactions encouraged to enable positive results and faster decisions.
are guided and governed by the Vision, Mission and Values Transparent communications enhances the credibility of the
adopted by the Aditya Birla Group. management.
As a Pan India organization with diverse markets and
SEBI – BRR Questionnaire Responses for Principle 1:
cultures, all employees of Idea are brought together by five
core values – Integrity, Commitment, Passion, Seamlessness 1. Does the policy relating to ethics, bribery and corruption
and Speed. The Company’s senior management guides the cover only the Company? Yes/No. Does it extend to group/
organization along these values, which are applicable to joint ventures/suppliers/contractors/NGOs/Others?
employees of the Company and its subsidiaries.
The Company has adopted its own Code of Conduct which is
Idea is committed to acting in a manner and taking decisions based on the Aditya Birla Group Code of Conduct, which
that are fair, honest and follow the highest standards of addresses the aspects of ethics, bribery and corruption. This
professionalism. Integrity is a cornerstone for all the is applicable to Group businesses, including the employees
Company’s dealings, be it with customers, employees, of Idea and its subsidiaries. The five core values – Integrity,
suppliers, partners, shareholders, communities or the Commitment, Passion, Seamlessness and Speed – have also
Government. been adopted across the Aditya Birla Group. In addition, the
Company’s vendor/supplier contracts include clauses on
At Idea, a robust consequence management process has ethical behavior, bribery and corruption.
been articulated through various policies to maintain checks
and balances on these values and policies. 2. How many stakeholder complaints have been received in
Apart from the core values, the Company has adopted a Code the.inancial year and what percentage was satisfactorily
of Conduct for Board Members and Senior Management, in resolved by the management? If so, provide details thereof,
compliance with the provisions of Clause 49 of the Listing in about 50 words or so.
Agreement. The Code is derived from three inter-linked No complaints were received during the year.
fundamental principles of good corporate governance, good
corporate citizenship and exemplary personal conduct. All
Board Members and Senior Management personnel affirm Principle 2: Businesses should provide goods and services
their compliance to the Code of Conduct annually. that are safe and contribute to sustainability throughout
their life cycle
Additionally, the Company also has in place a Code of Conduct
which prescribes that all employees should transact with Idea believes that integrating sustainability into the core
each other in a fair and dignified manner, while being business improves product quality and strengthens trust
diversity sensitive. The Code covers the aspects of integrity amongst the customers. The Company looks at sustainability
in personal conduct, conduct at work, conflict of interest, in a way which allows its stakeholders to prosper while taking
and interface with the external world. a proactive approach to managing environmental impact.
This belief is reflected in the environmentally and socially
Idea also extends the principle of ethical conduct in business responsible practices. Idea has adopted across the lifecycle
to its vendors. As a part of its policy on Health Safety and of its operations, products and services.
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Annual Report 2012-13

Outlined below are some of the key sustainable initiatives from the local communities. The Company has launched a
adopted by Idea: ‘Son of Soil’ initiative to recruit local youth in rural areas for
day to day sales operations, leading to generation of
● Sustainable Innovation - Idea was the first Indian
employment and skills development.
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%, SEBI – BRR Questionnaire Responses for Principle 2:
which roughly equates to 425 tons of plastic annually
for Idea has 2,200 tons for the industry. 1. List up to 3 of your products or services whose design
has incorporated social or environmental concerns,
● Route Optimization – Idea has optimized its routes for risks and/or opportunities.
site dispatch, adopted the ‘Milk Run’ concept and
initiated clubbing of transport runs of hardware from Following are some of the examples of the Company’s
warehouses to destinations. These initiatives have led product / service features that incorporate the aspect
to a significant decrease in diesel consumption and the of environmental conservation: (i) Plastic reduction in
resulting lowering of the carbon footprint. Dispatch SIM cards; (ii) Paper conservation in recharge vouchers;
through clubbing has been adopted for over 50% of the (iii) Paper conservation through customer E-billing.
sites.
2. For each such product, provide the following details in
● Vehicle Optimization – Idea has also switched to smaller respect of resource use (energy, water, raw material
sized vehicles for transportation of hardware, further etc.) per unit of product (optional). (i) Reduction during
decreasing the diesel consumption. A majority of the sourcing / production / distribution achieved since
current dispatches are being made through small sized previous year throughout the value chain;
vehicles which consume lesser fuel compared to (ii) Reduction during usage by consumers (energy,
medium or large sized vehicles. water) has been achieved since the previous year:

● Consolidation of Shipments – Idea encourages the With respect to the environmental initiatives listed
practice of consolidation of shipments with other above, the corresponding resource conservation is as
shipments headed in the same primary route, thereby follows: (i) Annual reduction of approximately 425 tons
decreasing redundancy on such routes. plastics achieved; (ii) Annual reduction of 840 tons of
paper achieved; (iii) Approximate paper equivalent of
● Recharge Vouchers - Idea was the only telecom operator over 3900 trees saved annually.
to retain the orignal small size of the recharge voucher
while still meeting the requirements of new Telecom 3. Does the company have procedures in place for
Regulatory Authority of India’s Telecom Consumer sustainable sourcing (including transportation)? If yes,
Protection Regulation (TCPR – TRAI) regulations. what percentage of your inputs was sourced
Retaining the size of recharge vouchers has led to a sustainably? Also, provide details thereof, in about 50
decrease of approximately 840 tons of paper words or so.
consumption annually.
Idea has adopted a variety of environmentally conscious
Compliance on EMF (Electro Magnetic Field) radiation related transportation practices, including route optimization,
regulation is another business priority at Idea. The Company maximizing sea shipments for imports, vehicle
has made significant monetary investment in the purchase optimization and consolidation of shipment. These are
of EMF monitoring equipment and is compliant with existing described above.
Department of Telecommunications (DoT) regulations. The
Company is proactive in policy development and public 4. Has the company taken any steps to procure goods and
education initiatives led by the Cellular Operators Association services from local and small producers, including
of India (COAI) on the issue of EMF. A senior company official communities surrounding their place of work? If yes,
also heads the sub-committee on EMF. what steps have been taken to improve their capacity
and capability of local and small vendors?
Idea also contributes to economic development around areas
where it operates by generating local employment Idea is committed to provide skill development and
opportunities, wherever possible. Idea was the first in the employment to local youth in rural areas through
Indian telecommunication industry to initiate the ‘Hub and commissioning of call centers in non-metro towns and
Spoke’ model for call center operations in Tier 2 and Tier 3 recruitment of rural youth for local sales operations
towns which has generated local employment. Moreover, under the ‘Son of Soil’ initiative. A significant portion
technicians rendering operations and maintenance services of procurement is decentralised and is done through
to sites and security guards, wherever deployed, are recruited local vendors across India.
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5. Does the company have a mechanism to recycle Respect for employee rights and genuine needs, which
products and waste? If yes, what is the percentage of include non-discrimination, work-life balance, safety and
recycling of products and waste (separately as <5%, dignity, forms the basis of the Company’s policies and
5-10%, >10%). Also, provide details thereof, in about practices. The Company follows all applicable legal
50 words or so. requirements in this regard.

Recycling and environmentally safe disposal of waste is Idea relentlessly works on monetary and non-monetary
an integral aspect of the Company’s environmental recognition systems to reward employees for their
commitment. In this regard, all electronic and hazardous achievements. This reinforces faith in shared values and
wastes are disposed off to authorized vendors as per strengthens the organizational culture, while helping it retain
the relevant regulations. Further, the Company has employees.
initiated pilot paper re-use and recycling projects across
its locations. 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
Principle 3: Businesses should promote the wellbeing of all Continuing Education Policy to help employees become more
employees effective in their current and future roles.

Idea believes that human capital plays a vital role in the firm’s In order to develop and build an environment that facilitates
ability to compete in the global economy and considers it at employee development, encourages open and transparent
the heart of its success. To this end, Idea strives to foster a communication, Idea has instituted various initiatives, some
working environment which is conducive for a productive of which are outlined below:
workforce, and ensures their continued well-being and
development. ● !NVEST - Framework for career path and capability
development plan;
Idea believes that an energetic, intuitive zeal from emotional
engagement makes work joyful and inspires every employee ● !Aspire – Framework of internal development centers
to give his / her best to the organizational vision and for high potential and high performing employees;
objectives.
● !Evolve – ‘Competency based grid’ training framework
The importance the Company places on its human resources to develop people through different interventions on
is evident in the Chairman’s belief given below: competencies;

“Without ‘people power’ even the best of operational and ● i-Mitra - Employee query / request management tool;
strategic thinking will come to naught”- Chairman, Idea. and
In order to achieve the goals of employee well-being and ● Pragya initiative – Building a culture of inclusion based
development, the Company has adopted the following on gender diversity.
specific policies:
Further, Idea actively engages with its employees through
● Whistleblower Policy;
various forums like ‘Samvaad’, ‘MD’s chat’, ‘Team Meets/
● Safety, Occupational Health and Environment Policy; Town Halls’ and ‘Idea Connect’.
● Human Rights Policy; In an effort to enhance employee satisfaction, the
● Policy to Prevent Sexual Harassment at the Workplace; Company has developed a formal process (‘VOICE’) which
provides the employees across the organization a platform
● Training Policy; and to voice any unresolved workplace concerns and seek
● Continuing Education Policy. resolution in a fair and transparent manner. Under this
initiative, Employee Satisfaction Champions and Employee
Idea has been able to maintain a high level of employee Satisfaction Teams have been entrusted with the task
motivation along with sustaining growth in an extremely of addressing employee concerns as per a defined
challenging business environment. The scores on employee process.
engagement and internal communication at Idea have
improved steadily over the years. The rate of participation
SEBI – BRR Questionnaire Responses for Principle 3:
of employees in various surveys as well as the satisfaction
levels have also improved significantly. As a result of its 1. Please indicate the total number of employees:
strong focus on human resources development, Idea enjoys
high levels of employee satisfaction and retention. The Company has 9,746 employees.
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Annual Report 2012-13

2. Please indicate the total number of employees hired on to align its social, environment and economic performance
temporary/contractual/casual basis: with the stakeholder needs and expectations.
The Company has 6,830 employees on temporary/ The Company’s key internal stakeholders are employees and
contractual/casual basis. external stakeholders include adjudicators, courts, licensors,
industry associations, regulators, network operators and
3. Please indicate the number of permanent women subscribers. The Company formally engages with its
employees: stakeholders to identify and work towards meeting their
The Company has 751 permanent women employees. expectations.

In order to promote inclusive growth, Idea encourages its

4. Please indicate the number of permanent employees partners to employ physically challenged people at its call
with disabilities: centers. Idea also encourages employment of women at its
The Company does not have any permanent employees service centers as front end executives. Going forward, Idea
with disabilities. proposes to have more than half of its front desk executive
positions as women.
5. Do you have an employee association that is recognized
Idea is focused on expanding its services in rural areas and
by management?
promotes schemes such as minimum top up of
The Company has no employee association. ` 10/- in order to provide affordable access to communication
to the economically disadvantaged population.
6. What percentage of your permanent employees is
members of this recognized employee association? Idea has set up its rural distribution network so as to cater
to customers far away from the urban centers with its vast
The Company has no employee association. variety of services. As of March 31, 2013, the Company has
3,142 Rural Service Centers (Idea Points and Idea Service
7. Please indicate the Number of complaints relating to Points) across 3,036 rural towns. Products with starting
child labour, forced labour, involuntary labour, sexual prices as low as ` 4 or ` 5 ensure that everyone can experience
harassment in the last financial year and pending, as these products while ensuring value for their money.
on the end of the financial year.
In order to cater to remote communities, Idea organizes
There have been no cases reported, relating to child camps in rural areas where customers are unable to easily
labour, forced labour, involuntary labour, sexual access its service centers. The Company has also set up call
harassment in the last financial year. centers in Tier 2 and Tier 3 cities in order to reach the rural
customers.
8. What percentage of your under mentioned employees
were given safety and skill up-gradation training in the Idea also provides Interactive Voice Response (IVR) in 17
last year? - Permanent Employees, Permanent Women regional languages so that customers are able to understand
Employees, Casual/Temporary/Contractual Employees, and avail of various services.
Employees with Disabilities:
Other than the usual applications, Idea has launched several
Total training man-days for the company in mobile applications aimed at improving information access
FY 2012-13 = 45,079 and quality of life for non-urban communities across the
Average training man-days per employee = 5.63 for FY country, which are often economically disadvantaged. These
2012-13 initiatives pertain to education and learning, mobile banking,
agricultural information, health and safety, government
Total training man-days given to sales team in schemes and employment generation. Details of such
FY 2012-13 = 230,412 initiatives are provided under Principle 8 below.
Safety drills and evacuation are conducted across all
offices on an annual basis. SEBI – BRR Questionnaire Responses for Principle 4:

1. Has the company mapped its internal and external

Principle 4: Businesses should respect the interests of, and stakeholders?
be responsive towards all stakeholders, especially those who
Idea has mapped its key internal and external
are disadvantaged, vulnerable and marginalized.
stakeholders, which include employees, adjudicators,
Idea recognizes the critical role played by internal and courts, licensors, industry associations, regulators,
external stakeholders in its sustainability agenda, and strives network operators and subscribers.
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IDEA CELLULAR LIMITED

2. Out of the above, has the company identified the SEBI – BRR Questionnaire Responses for Principle 5:
disadvantaged, vulnerable and marginalized
stakeholders? 1. Does the policy of the company on human rights cover
only the company or extend to the Group/ Joint
Idea operates in all 22 telecom circles in the country, and Ventures/ Suppliers/ Contractors/ NGOs/ Others?
has a relatively strong presence in non-urban areas in
several circles. In this context, the Company has identified The Company’s Human Rights Policy is applicable to all
economically disadvantaged people residing in rural and employees of Idea and its subsidiaries and major
geographically remote villages as marginalized and suppliers.
vulnerable stakeholder groups. Details of schemes and
mobile applications addressing the needs of this 2. How many stakeholder complaints have been received
demographic are detailed in the section above. in the past financial year and what percent was
satisfactorily resolved by the management?
3. Are there any special initiatives taken by the company
No complaints related to human rights were received in
to engage with the disadvantaged, vulnerable and
the past financial year.
marginalized stakeholders? If so, provide details thereof,
in about 50 words or so.
With regard to the rural, geographically remote and Principle 6: Business should respect, protect, and make
economically challenged population in the country, the efforts to restore the environment
Company recognizes its responsibility to improve their Environmental conservation is an important aspect of the
development and well-being through generation of local Company’s sustainability strategy. Idea is committed to
employment and deployment of various rural-focused working towards environmental sustainability by
mobile solutions. Idea’s efforts towards job creation for undertaking initiatives to reduce its carbon footprint and
the rural populace have been outlined in the preceding energy consumption, creating environmental awareness
response, while its unique mobile-based applications for amongst its stakeholders, and upholding all applicable
health, education and financial inclusion are described regulations.
under Principle 8 below.
The Company has adopted a Safety, Occupational Health and
Environment Policy, which outlines its responsibility towards
Principle 5: Businesses should respect and promote human the environment as well as the safety and health of
rights employees and communities.
Idea is committed to sustaining a culture which upholds Idea has initiated several initiatives to reduce its resource
respect and support for human rights. The Company believes use, conserve non-renewable energy sources, improve
that all its employees should be able to live with social and efficiency, and decrease the Greenhouse Gas (GHG)
economic dignity and with freedom, regardless of nationality, emissions from its mobile network operations and other
gender or religion. business activities.

The Company complies with all applicable local, state and The key environmental initiatives adopted by Idea in its
national laws regarding human rights and worker’s rights network operations in FY 2012-13 are presented below:
wherever it does business.
● Solar Hybrid Technology – Mobile network sites
Idea has also recently adopted a Human Rights Policy which (technically referred to as Base Transceiver Stations or
reinforces its commitment to human rights issues. The policy BTS) form an integral link between the mobile phone
outlines the Company’s commitment to developing a culture users and the public network, and have heavy reliance
of respect and support for human rights, which include on grid power and diesel. In order to decrease its energy
diversity in workplace, provision of secure environment for and GHG emissions footprint, the Company has installed
all personnel, proactive communications, and contribution solar hybrid power technology at several of its network
to socio-economic development of communities where the sites. During FY 2012-13, solar hybrid systems worked
Company operates. for a total of 3,803 site-months resulting in reduction
of about 5,210 tons of CO2 emissions. Idea has a target
The Human Rights Policy further encourages the Company’s to roll out these systems to 1,200 sites next year.
key suppliers to uphold human rights in their operations and
communities and reinforce awareness on these issues. The ● Hydrogen Fuel Cell Hybrid Technology – Idea is exploring
Company’s key vendor/supplier contracts include clauses the use of this technology to reduce its conventional
addressing human rights aspects such as abolition of forced energy requirement at network sites. During FY 2012-
and child labour, worker safety and hygiene, absence of 13, Hydrogen fuel cell hybrid systems worked for a total
abuse and intimidation, etc. of 300 site-months resulting in the reduction of about

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Annual Report 2012-13

155 tons of CO2 emissions. Idea aims to further roll out through adoption of green technologies, cleaner
and expand the implementation of this technology at power sources for network sites, and lowering of
100 additional sites next year. diesel use and emissions in transportation. These
initiatives have helped the Company to reduce its
● Outdoor Hardware – The use of outdoor hardware, which energy and Greenhouse Gas emissions footprint.
does not require air conditioning, is being adopted in Examples of key initiatives are described under
the network, leading to a decrease in almost 25% less Principle 2 and Principle 8 in this section of the
energy need per site. Business Responsibility Report.
● Low Power Network Hardware – Through the use of low
power hardware at some network sites, the energy 3. Does the company identify and assess potential
consumption has decreased by upto 40% per site. environmental risks? Y/N

● Carbon Management – Idea is currently exploring the Idea has set up an Enterprise Risk Management (ERM)
possibility of deploying a software for carbon footprint system, wherein two environmental compliances
calculation, for better management of CO2 emissions related issues viz. EMF radiation and air pollution
data. have been included in its risk management
dashboard.
● Re-use - Idea encourages maximum re-use of hardware
at its sites and hence minimal scrapping of hardware is
required. 4. Does the company have any project related to Clean
Development Mechanism? If so, provide details thereof,
● Shared telecom infrastructure – Idea designs networks
in about 50 words or so. Also, if Yes, whether any
in a manner that the infrastructure can be utilized by
environmental compliance report is filed?
multiple telecom operators, thus reducing
environmental footprint. Idea does not have any project related to Clean
Development Mechanism.
As part of an environmentally responsible corporate group, Idea
promotes various good practices in its day to day operations
(such as video and teleconferencing). Idea also encourages its 5. Has the company undertaken any other initiatives on –
customers to follow the environmentally friendly practice of E- clean technology, energy efficiency, renewable energy,
billing in place of paper-based billing. As of March 31, 2013, etc. Y/N. If yes, please give hyperlink for web
Idea had 1.37 million postpaid accounts (39% of postpaid page etc.
accounts) were subscribed to the E-bill facility. On an annual
basis, the Company saves approxmately 232 tons on paper Idea has adopted cleaner and non-conventional energy
(equivalent to 3943 trees) through this initiative. sources such as fuel cell hybrid and solar hybrid
technology across several of its BTS sites, apart from
Idea has received external recognition for its adoption of fuel installation of energy efficient hardware. Details of these
cell technology, including the Economic Times Telecom initiatives are provided above in Section 6.
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.’ 6. Are the emissions / waste generated by the company
within the permissible limits given by CPCB/SPCB for
the financial year being reported?
SEBI – BRR Questionnaire Responses for Principle 6:
Idea gives utmost importance to the issue of EMF
1. Does the policy related to Principle 6 cover only the radiation, and its commitment in this regard is evident
company or extends to the Group/Joint Ventures/ from the Company’s stringent monitoring systems
Suppliers/Contractors/NGOs/others? and financial investment in emissions testing
The Safety, Health and Environment Policy extends to equipment. All of the Company’s network sites are in
the Company and its subsidiaries, as well as to its third compliance with the relevant radiation limits
party vendors/suppliers. prescribed by the regulatory agency.

2. Does the company have strategies / initiatives to 7. Number of show cause/ legal notices received from
address global environmental issues such as climate CPCB/SPCB which are pending (i.e. not resolved to
change, global warming, etc? Y/N. If yes, please give satisfaction) as on end of Financial Year.
hyperlink for webpage etc.
The company has received two legal notices from CPCB/
Idea is committed to addressing global environmental SPCB.
issues such as climate change and global warming

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IDEA CELLULAR LIMITED

Principle 7: Businesses, when engaged in influencing public 2. Have you advocated/lobbied through above
and regulatory policy, should do so in a responsible manner associations for the advancement or improvement of
public good? Yes/No; if yes specify the broad areas (
As one of the largest mobile operators in the country, Idea drop box: Governance and Administration, Economic
recognizes its potential to advocate policies that will allow Reforms, Inclusive Development Policies, Energy
the overall socio-economic growth of the country, including Security, Water, Food Security, Sustainable Business
the role of the telecom sector for promoting development, Principles, Others.
inclusive growth and information access.
Idea actively advocates on telecom industry issues,
Idea is an active member in the following national and including rural penetration of telecom, driving higher
international industry associations (either directly or through quality of service and security for customers, and EMF
its subsidiaries): radiation, environmental issues in telecom, innovation
● Confederation of Indian Industry (CII); and technology, etc.
● The Associated Chambers of Commerce and Industry of
India (ASSOCHAM); Principle 8: Businesses should support inclusive growth and
● Federation of Indian Chambers of Commerce and equitable development
Industry (FICCI);
As part of a corporate group committed to societal growth
● Cellular Operations Associations of India (COAI); and development, Idea considers community development
● GSM Association (GSMA); and and nation-building as key components of its sustainability
strategy.
● Tower and Infrastructure Providers Association (TAIPA).
Idea is a fully integrated telecom services provider offering
Through its membership in the above bodies, Idea actively
its 121.6 million mobile subscribers a choice of national,
participates in policy development on several issues
international and internet services. The Company’s services
pertaining to the telecom industry, including the TRAI
are available in 4,634 census towns and 298,686 villages
Directives on Green Telecom and Electro-Magnetic Field
across India. Moreover, the Company’s rural penetration was
(EMF) related regulations. An Idea official currently heads the
more than 50% by the end of fifth year from issuance of its
COAI Infrastructure Committee.
license, which is more than its licensing obligation.
In addition, Idea is a member of the CII National Committee
Idea has adopted a Corporate Social Responsibility (CSR)
on Telecom and Broadband, which actively advocates on
Policy, which aims at inclusive growth and poverty allevation
telecom industry issues such as inclusive growth, rural
through focus on education, health care, sustainable
telecom, driving higher quality of service and security for
livelihood, infrastructure development and espousing various
customers, and industry challenges and opportunities.
social causes.
The Company’s Managing Director is the current Chairman
As a telecom Company, Idea believes in harnessing the
of COAI.
transformational potential of mobile telephony and
Idea is also the principal sponsor of the IIMA IDEA Telecom information technology to develop a better society, cleaner
Centre of Excellence (IIT-CoE) at the Indian Institute of environment, improving the quality of life, and nation-
Management Ahmedabad (IIM-A). The Centre came into building through creative and innovative applications. Idea’s
existence in 2007 as a result of a tri-partite Memorandum of contribution towards achieving inclusive growth and
Understanding (MoU) between the Company, the Department equitable development include the unique initiatives
of Telecommunication (DoT) and IIM-A. The Idea Telecom described below:
Center of Excellence, along with other TCoEs, is playing an
instrumental role in capacity building and all round growth of ● ‘Behtar Zindagi’ - An initiative mainly for rural
the Indian telecom industry (including manufacturing through population which provides information on following
Application Research). It also serves as a think tank to the aspects over mobile phones:
Government and industry decision makers. ● Agriculture (crops and cultivation);
● Weather forecast and advisory;
SEBI – BRR Questionnaire Responses for Principle 7:
● Livestock management;
1. Is your company a member of any trade and chamber ● Inland and coastal fisheries;
or association? If Yes, Name only those major ones that
your business deals with. ● Health;
● Education; and
Idea is a member of several key industry associations,
which are listed above. ● Finance.

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Annual Report 2012-13

● HPCL and IOCL Gas booking system – Idea has build a better, sustainable way of life for the weaker
successfully provided first of its kind IVRS based LPG sections of society and raise the country’s human
gas booking solution to IOCL and HPCL who are among development index.” The focus areas of the
fortune 500 companies and among Navratnas in the Company’s CSR strategy are Education, Healthcare,
country. The solution has made it convenient for millions Sustainable Livelihood, Infrastructure Development
of Indians to book LPG from their mobile phone round and Social Change.
the clock.
2. Are the programmes/projects undertaken through in-
● ‘Son of Soil’ - Rural youth is recruited for day to day sales house team/own foundation/external NGO/
operations in villages. This initiative not only provides government structures/any other organization?
employment for local communities but also helps build
sustained relationship with the rural population. The Aditya Birla Centre for Community Initiatives and
Rural Development provides the overall CSR vision under
● Mobile Banking – Given that India has more than 70% the leadership of its Chairperson, Mrs. Rajashree Birla.
mobile penetration and only 35% of the population The Company’s CSR efforts are supported by a robust
has access to banking facilities, mobile banking implementation structure, which includes a team of
addresses the critical issue of financial inclusion. Idea dedicated professionals, is in place at the Company
Mobile Commerce Service Ltd., a 100% subsidiary of units.
Idea Cellular Ltd, launched a pilot project in
association with Axis Bank, wherein the bank The CSR strategy also includes collaborative
leveraged the strength of Idea’s mobile subscriber partnerships with the Government, District
base and distribution reach. The pilot project begun Authorities, Village Panchayats, Non-Governmental
in October 2011 and lasted till May 2012 in selected Organizations and other like-minded stakeholders. In
areas of Dharavi (Mumbai) and Allahabad (Uttar collaboration with FICCI, the Aditya Birla CSR Centre
Pradesh - East), under the brand name of ‘Idea for Excellence has also been established with an aim
MyCash’. Based on the encouraging response, the of making CSR an integral part of corporate culture.
commercial service was rolled out on August 1, 2012 Idea also engages with well established and
in selected districts of Uttar Pradesh - East, Bihar, recognized programs and national platforms such as
Delhi and Mumbai telecom circles. Moreover, basic the CII, FICCI, ASSOCHAM, given their commitment to
banking services like Cash Deposit, Cash withdrawal, inclusive growth.
Recharges, Direct To Home (DTH) recharge, Utility
Payments, Remittance to MyCash customers etc. are 3. Have you done any impact assessment of your
being offered and are receiving encouraging response. initiative?
In order to measure the impact of its CSR projects, the
● Nokia Life Tools – Idea was the first GSM operator in Aditya Birla Centre for Community Initiatives and Rural
India to collaborate with Nokia to provide Nokia Life Development engages external agencies to conduct a
Tools, a range of innovative agriculture information, social satisfaction surveys and audit.
educational and entertainment services to non-urban
customers. These services are designed to help 4. What is your company’s direct contribution to
overcome information constraints and improve quality community development projects - Amount in INR and
of life for the next generation of mobile users. the details of the projects undertaken?
In addition to the above, Idea is also associated with non- As an Aditya Birla Group company, Idea actively
governmental organizations such as Teach India and contributes to the Group’s CSR activities and has
Give India where Company employees are encouraged continued to do so during the reporting period. The CSR
to participate and volunteer their time and knowledge projects undertaken fall under the broad focus areas of
for societal development and nation-building. infrastructure development, health care, sustainable
livelihood and education.
SEBI – BRR Questionnaire Responses for Principle 8:
5. Have you taken steps to ensure that this community
1. Does the company have specified programmes/ development initiative is successfully adopted by the
initiatives/projects in pursuit of the policy related to community? Please explain in 50 words, or so.
Principle 8? If yes, details thereof.
As part of its focus on rural penetration, Idea has
Idea has adopted a Corporate Social Responsibility developed mobile applications for the rural population
(CSR) policy which outlines its vision to “actively and provides employment opportunities to rural youth
contribute to the social and economic development through initiatives such as ‘Son of Soil’, as described in
of the communities in which we operate. In so doing detail under Principle 8. Providing affordable
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IDEA CELLULAR LIMITED

telecommunication access to rural population is Idea’s to get customer feedback and undertake corrective actions
contribution to sustainable development in India. and initiatives.
An additional feedback taken from customers on a daily basis
Principle 9: Businesses should engage with and provide value is Instant Customer Feedback (ICF) wherein, an SMS is sent
to their customers and consumers in a responsible manner to customers seeking feedback on the quality of service
provided to him after he / she has contacted any of the
Idea believes that customers form the foundation of its Company’s touch points. This on-going instant feedback
business success. The Company’s focus on customers derives from customers helps in improving the Company’s processes.
from its Value Book, which emphasizes the need to respond
to internal and external customers with a sense of urgency, After the surveys are completed, the results are presented
continuously striving to finish before deadline, and choosing to the senior management team and detailed action plans
the best rhythm to optimize organizational efficiencies. are prepared specific to all the concerned functions. The
same are tracked at periodic intervals to ensure that the
In order to accomplish the Company’s mission “We will execution meets the planning requirements leading to higher
delight our customers while meeting their individual customer satisfaction.
communication needs anytime anywhere”, it constantly work
towards meeting customer needs, adding value and SEBI – BRR Questionnaire Responses for Principle 9:
exceeding their expectations.
1. What percentage of customer complaints/ consumer
The Company strongly believes that it should be upfront and cases is pending as on the end of financial year?
honest about its operations with customers. Hence, it engages
with its customers in a transparent manner by displaying all Out of the total calls received by the Company from
the tariff plans on the web in an unambiguous manner. This customers, approximately 2% are related to
information is easily accessible to customers either by telecom complaints. 0.08% of the total complaints received
circle or by package. during FY 2012-13 were in an open stage as on March
31, 2013. The rest were closed satisfactorily.
The Company also installs its network devices in a way that
maintains data integrity, confidentiality and availability while 2. Does the company display product information on the
preventing unauthorized use of confidential data. product label, over and above what is mandated as per
local laws? Yes/No/N.A./Remarks
Idea always focuses on meeting and exceeding customer needs.
Some innovative initiatives in this regard include a quick and The Company adheres to all product labeling and product
easy way of ‘Electronic top-up’ for recharging accounts, camps information requirements as per the law of the land.
in rural areas for providing education on mobile, and provision Transparency in tariff through detailed plans being
of customer care services in vernacular languages. available on the website for consumers and focus on
responsible advertising is the hallmark of Idea.
Idea has also introduced several value-added services (VAS)
focusing on education, health and family care for rural 3. Is there any case filed by any stakeholder against the
population. company regarding unfair trade practices, irresponsible
At urban locations, kiosks are set up at select My Ideas advertising and/or anti-competitive behaviour during the
(Service Centers) to create awareness about 3G services that last five years and pending as on end of financial year. If
the Company offers. so, provide details thereof, in about 50 words or so.

Customer satisfaction is of prime importance to the There are no cases pending with the Competition
Company. A customer satisfaction (C-SAT) study is conducted Commission of India. However, disgruntled subscribers
every quarter in order to track the quality of customer of the Company generally file their cases in consumer
experience with Company’s product and services and to protection forums for alleged deficiency in expected
benchmark the Company’s performance with respect to its level of service by the Company, in the normal course of
competitors. business. Some of these cases are pending with such
forums.
Idea ranked third in a customer satisfaction survey
conducted in FY 2011-12. Over the past one year, focused 4. Did your company carry out any consumer survey/
activities were taken up to address this area, and Idea has consumer satisfaction trends?
now moved to the first place as on March 2013.
Idea conducts a C-SAT survey every quarter as well as
Idea also conducts other consumer satisfaction surveys such other assessment surveys such as ‘Process Experience
as ‘Process Experience Survey’, ‘Mystery Audits at Service Survey’, ‘Mystery Audits at Service Centers’, ‘Post Paid
Centers’, ‘Post Paid Lost Customer Assessment’, and Lost Customer Assessment’, and ‘Franchisee
‘Franchisee Satisfaction Survey’ during the course of the year Satisfaction Survey’.
48
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Annual Report 2012-13

Independent Auditors’ Report

To the Members of
Idea Cellular Limited

Report on the Financial Statements We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
We have audited the accompanying financial statements
opinion.
of IDEA CELLULAR LIMITED (“the Company”), which comprise
the Balance Sheet as at 31st March 2013, the Statement of
Opinion
Profit and Loss and the Cash Flow Statement for the year
then ended, and a summary of the significant accounting In our opinion and to the best of our information and
policies and other explanatory information. according to the explanations given to us, the aforesaid
financial statements give the information required by the
Management’s Responsibility for the Financial Statements Act in the manner so required and give a true and fair view
in conformity with the accounting principles generally
The Company’s Management is responsible for the accepted in India:
preparation of these financial statements that give a true
and fair view of the financial position, financial performance (a) in the case of the Balance Sheet, of the state of affairs
and cash flows of the Company in accordance with the of the Company as at 31st March 2013;
Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956 (“the Act”). This responsibility includes (b) in the case of the Statement of Profit and Loss, of the
the design, implementation and maintenance of internal profit of the Company for the year ended on that date;
control relevant to the preparation and presentation of the and
financial statements that give a true and fair view and are
(c) in the case of the Cash Flow Statement, of the cash
free from material misstatement, whether due to fraud or
flows of the Company for the year ended on that date.
error.

Emphasis of Matter
Auditors’ Responsibility
a) We draw attention to Note 30 to the financial
Our responsibility is to express an opinion on these financial
statement. The Division Bench of the Hon’ble High
statements based on our audit. We conducted our audit in
Court of Delhi on 13th July 2012 has reaffirmed High
accordance with the Standards on Auditing issued by the
Court Order dated 5th February 2010 and 4th July 2011
Institute of Chartered Accountants of India. Those Standards
sanctioning the Scheme of Amalgamation of Spice
require that we comply with ethical requirements and plan
Communications Limited (Spice) with the Company.
and perform the audit to obtain reasonable assurance about
Further the Division Bench of the Hon’ble High Court
whether the financial statements are free from material
of Delhi has also pronounced that the Department of
misstatement.
Telecommunications (DoT) has to take decision
An audit involves performing procedures to obtain audit regarding transfer of licenses held by erstwhile Spice
evidence about the amounts and the disclosures in the to the Company arising out of amalgamation within a
financial statements. The procedures selected depend on period of three months (which had been extended to
the auditor’s judgment, including the assessment of the 5th January 2013 vide order dated 11th December 2012)
risks of material misstatement of the financial statements, and dispute, if any, between the Company and DoT
whether due to fraud or error. In making those risk related to transfer of licenses should be referred to
assessments, the auditor considers internal control Hon’ble TDSAT for resolution.
relevant to the Company’s preparation and fair
The impact, if any, on the Company is dependent upon
presentation of the financial statements in order to design
the steps to be taken by DoT in this regard.
audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an b) We draw attention to Note 31 (i) to the financial
opinion on the effectiveness of the Company’s internal statement. The DoT has issued demand notices dated
control. An audit also includes evaluating the 8th January 2013 towards one time spectrum charges
appropriateness of the accounting policies used and the for spectrum held by the Company beyond 6.2 Mhz for
reasonableness of the accounting estimates made by the period from 1 st July 2008 to 31 st December 2012
Management, as well as evaluating the overall presentation amounting to ` 3,691.30 Mn. and beyond 4.4 Mhz for
of the financial statements. period from 1st January 2013 till the expiry of the license
49
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IDEA CELLULAR LIMITED

amounting to ` 17,443.70 Mn. in the respective telecom so far as it appears from our examination of those
service areas. In the opinion of the Company, inter-alia, books.
the above demand amounts to alteration of financial
terms of the licenses issued in the past. The Company (c) The Balance Sheet, the Statement of Profit and
therefore filed a petition before the Hon’ble High Court Loss, and the Cash Flow Statement dealt with by
of Bombay, which directed DoT to respond and not to this Report are in agreement with the books of
take any coercive action until next date of hearing, account.
which is scheduled for 6th May 2013.
(d) In our opinion, the Balance Sheet, the Statement
The financial impact of the above mentioned matter of Profit and Loss, and the Cash Flow Statement
is dependent upon the outcome of the petition filed comply with the Accounting Standards referred
by Company in the Hon’ble High Court of Bombay and to in Section 211(3C) of the Act.
therefore no effect for the one time spectrum charges
(e) On the basis of the written representations
has been given in these Financial Statements.
received from the directors as on 31st March 2013
Our opinion is not qualified in respect of these matters. taken on record by the Board of Directors, none
of the directors is disqualified as on 31st March
Report on Other Legal and Regulatory Requirements 2013 from being appointed as a director in terms
of Section 274(1)(g) of the Act.
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
For Deloitte Haskins & Sells
Annexure a statement on the matters specified in
Chartered Accountants
paragraphs 4 and 5 of the Order.
(Firm Registration No. 117 366W)
2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and

Khurshed Pastakia
explanations which to the best of our knowledge
Partner
and belief were necessary for the purposes of our
(Membership No. 31544)
audit.

(b) In our opinion, proper books of account as Place: Mumbai

required by law have been kept by the Company Date : 25th April, 2013

50
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Annual Report 2012-13

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)

1. In respect of its fixed assets: have not observed any major weaknesses in such internal
a) The Company has maintained proper records control system.
showing full particulars, including quantitative 5. In our opinion and according to the information and
details and situation of fixed assets. explanations given to us, there were no contracts or
b) The Company has a program of verification of fixed arrangements, particulars of which needed to be entered
assets to cover all the items in a phased manner over in the register maintained under section 301 of the
a period of three years which, in our opinion, is Companies Act, 1956 and hence provisions of paragraph
reasonable having regard to the size of the Company 4(v)(b) of the said Order relating to reasonableness of price
and the nature of its assets. Pursuant to the having regard to prevailing market price is not applicable
program, certain fixed assets were physically to the Company.
verified by the Management during the year. 6. According to the information and explanations given to
According to information and explanation given to us, the Company has not accepted any deposits from the
us the Management is in the process of reconciling public to which the directives issued by the Reserve Bank
the results of such physical verification with the of India and the provisions of sections 58A and 58AA of
fixed assets register. Management believes that the Companies Act, 1956 and the rules framed there under
differences if any, arising out of such reconciliation are applicable.
are not expected to be material.
7. In our opinion, the Company has an internal audit system
c) The fixed assets disposed off during the year, in our
commensurate with the size and nature of its business.
opinion, do not constitute a substantial part of the
fixed assets of the Company and such disposal has, 8. We have broadly reviewed the cost records maintained
in our opinion, not affected the going concern status by the Company pursuant to the Companies (Cost
of the Company. Accounting Records) Rules, 2011 prescribed by the Central
Government under section 209(1)(d) of the Companies
2. In respect of its inventory:
Act, 1956 and are of the opinion that, prima facie, the
a) As explained to us, the inventories, except for those prescribed cost records have been made and maintained.
lying with the third parties, were physically verified We have, however, not made a detailed examination of
during the year by the Management at reasonable the cost records with a view to determine whether they
intervals. are accurate or complete.
b) In our opinion and according to the information and 9. According to information and explanations given to us, in
explanations given to us, the procedures of physical respect of statutory dues:
verification of inventories followed by the
management were reasonable and adequate in a) The Company has generally been regular in
relation to the size of the Company and the nature depositing undisputed dues, including Provident
of its business. Fund, Employees’ State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty,
c) In our opinion and according to the information and Cess and other material statutory dues applicable
explanations given to us, the Company has to it with the appropriate authorities. As explained
maintained proper records of its inventories and no to us, the Company did not have any dues on
material discrepancies were noticed on physical account of Excise duty and Investor Education and
verification. Protection Fund.
3. The Company has neither granted nor taken any loans, b) There were no undisputed amount payable in
secured or unsecured, to / from companies, firms or other respect of Provident Fund, Employees’ State
parties covered in the Register maintained under Insurance, Income Tax, Sales Tax, Wealth Tax,
section 301 of the Companies Act, 1956. Service Tax, Customs Duty, Cess and other material
statutory dues in arrears, as at 31st March 2013 for
4. In our opinion and according to the information and
a period of more than six months from the date they
explanations given to us, having regard to explanation
became payable.
that certain items purchased are of special nature and
suitable alternative sources are not readily available for c) There are no dues of Wealth Tax and Cess which
obtaining comparable quotations, there is an adequate have not been deposited on account of any dispute.
internal control system commensurate with the size of Details of dues of Income Tax, Sales Tax, Service Tax,
the Company and the nature of its business with regard Customs duty and Entry Tax which have not been
to purchases of inventory and fixed assets and for the deposited as on 31st March 2013 by the Company on
rendering of services. During the course of our audit, we account of disputes are given below:
51
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IDEA CELLULAR LIMITED

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

52
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Annual Report 2012-13

Name of the Statute Nature of Period to which Amount Forum where the
Dues the amount pertains (` Mn) dispute is pending
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)
10. The Company does not have accumulated losses at the funds raised on short term basis amounting to
end of the financial year and the Company has not ` 20,766.26 Mn. have been used for long term
incurred cash losses in the financial year and in the investment.
immediately preceding financial year.
18. According to information and explanations given to us,
11. In our opinion and according to the information and the Company has not made preferential allotment of
explanations given to us, the Company has not shares to parties and companies covered in the Register
defaulted in the repayment of dues to banks, financial maintained under section 301 of the Companies
institutions and debenture holders. Act, 1956.

12. According to the information and explanations given to 19. According to information and explanations given to us,
us, the Company has not granted loans and advances during the year covered by our audit report, the
on the basis of security by way of pledge of shares, Company had issued 1,000 debentures of ` 10 Mn. each.
debentures and other securities. The Company has created security in respect of the
debentures issued.
13. The Company is not a chit fund or a nidhi / mutual
benefit fund / society. Therefore, the provisions of 20. According to information and explanations given to us,
paragraph 4(xiii) of the said Order are not applicable to during the year covered by our audit report, the
the Company. Company has not raised any money by public issue.

14. In our opinion and according to the information and 21. To the best of our knowledge and according to the
explanations given to us, the Company is not dealing in information and explanations given to us, no fraud by
or trading in shares, securities, debentures and other the Company and no fraud on the Company has been
investments. noticed or reported during the year other than few cases
of unauthorised services utilised by external parties
15. According to the information and explanations given to valued at ` 13.13 Mn. (Approx) detected and
us, the Company has not given any guarantee for loans appropriately dealt with by the Management.
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. For Deloitte Haskins & Sells
Chartered Accountants
16. In our opinion and according to the information and (Registration No. 117 366W)
explanations given to us, the term loans have been
applied for the purposes for which they were obtained, Khurshed Pastakia
other than temporary deployment pending application. Partner
(Membership No: 31544)
17. In our opinion and according to the information and
explanations given to us, and on an overall examination Place : Mumbai
of the Balance Sheet of the Company, we report that Date : April 25, 2013
53
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IDEA CELLULAR LIMITED

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
54
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Annual Report 2012-13

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
55
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IDEA CELLULAR LIMITED

Notes forming part of the Financial Statements

1. CORPORATE INFORMATION
Idea Cellular Limited (‘the Company’), an Aditya Birla Group Intangible Assets are amortised on straight-line
company, is one of the leading national telecom service method as under:-
providers in India. The Company is engaged in the business
of Mobility and Long Distance services. i) Cost of Rights, Licences including the fees paid on
fixed basis prior to revenue share regime and
2. SIGNIFICANT ACCOUNTING POLICIES Spectrum fee is amortised on straight-line method
a) Basis of Preparation of Financial Statements: on commencement of operations over the validity
The Financial Statements have been prepared under period.
the historical cost convention on accrual basis, ii) Software, which is not an integral part of hardware,
mandatory applicable accounting standards in India is treated as an intangible asset and is amortized
and the provisions of the Companies Act, 1956. over its useful economic life as estimated by the
All assets and liabilities have been classified as current management between 3 to 5 years.
or non-current as per the operating cycle criteria set
out in the Revised Schedule VI to the Companies Act, iii) Bandwidth / Fibre taken on Indefeasible Right of
1956, issued in 2011. Use (IRU) is amortised over the agreement period.

b) Fixed Assets: Assets costing upto ` 5,000/- are depreciated fully

in the month of purchase.
Fixed assets are stated at cost of acquisition and
installation less accumulated depreciation. Cost is e) Inventories:
inclusive of freight, duties, levies and any directly Inventories are valued at cost or net realisable value,
attributable cost of bringing the assets to their working whichever is lower. Cost is determined on weighted
condition for intended use. average basis.
Asset retirement obligations are capitalized based on
a constructive obligation as a result of past events, f) Foreign Currency Transactions, Forward Contracts
when it is probable that an outflow of resources will & Other Derivatives:
be required to settle the obligation and a reliable i) Foreign Currency Transactions -
estimate of the amount can be made. Such costs are Transactions in foreign currency are recorded at
depreciated over the remaining useful life of the exchange rates prevailing at the date of the
the asset. transactions. As per the transitional provisions
c) Expenditure during pre-operative period of license: given in the notification issued by Ministry of
Corporate Affairs dated March 31, 2009, the
Expenses incurred on project and other charges during
company has opted for the option of adjusting the
construction period are included under
exchange difference on long term foreign currency
pre-operative expenditure (grouped under Capital
monetary items to the cost of the assets acquired
Work in Progress) and are allocated to the cost of Fixed
out of these foreign currency monetary items. The
Assets on the commencement of commercial
operations. company has aligned its accounting policy based
on this notification and its further amendment.
d) Depreciation and Amortisation:
Exchange difference arising out of fluctuation in
Depreciation on fixed assets is provided on straight- exchange rates on settlement / period end is
line method (except stated otherwise) on pro-rata accounted based on the nature of transaction as
basis on their estimated useful economic lives as
under:
given below:-
– Short term foreign currency monetary assets
Tangible Assets Years
and liabilities: recognised in the Statement of
Buildings 9 to 30 Profit and Loss.
Network Equipments 10 to 13
- Long term foreign currency monetary
Optical Fibre 15 liabilities used for acquisition of fixed assets:
Other Plant and Machineries 5 adjusted to the cost of the fixed assets and
Office Equipments 3 to 5 amortised over the remaining useful life of the
asset.
Computers 3
Furniture and Fixtures 3 to 10 - Other Long term foreign currency monetary
liabilities: recognised in “Foreign Currency
Motor Vehicles upto 5 Monetary Item Translation Difference
Leasehold Improvements Period of Lease Account” and amortised over the period of
Leasehold Land Period of Lease liability not exceeding March 31, 2020.

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Annual Report 2012-13

Notes forming part of the Financial Statements

ii) Forward Contracts & Other Derivatives - Liability for Gratuity as at the year end is provided on
Premium / discount amount on forward contract the basis of actuarial valuation and funded with the
is amortised on period basis related to the contract Life Insurance Corporation of India.
it pertains to. Profit or loss arising on cancellation Provision in accounts for leave benefits to employees
of forward exchange contract is recognised in the is based on actuarial valuation done by projected
period in which the contract is cancelled. accrued benefit method at the period end.
Derivative contracts not covered under Accounting i) Revenue Recognition and Receivables:
Standard 11 “The Effects of Changes in Foreign Revenue on account of telephony services (mobile &
Exchange Rates”, entered for hedging foreign long distance) and sale of handsets and related
currency fluctuations and interest rate risk are accessories is recognized net of rebates, discount,
marked to market at each reporting date. Loss, if service tax, etc. on rendering of services and supply of
any, on such valuation is recognised in the goods respectively. Recharge fees on recharge
Statement of Profit & Loss in that period and gains, vouchers is recognized as revenue as and when the
if any, are not recognised as per the principle of recharge voucher is activated by the subscriber.
prudence enunciated in Accounting Standard 1,
“Disclosure of Accounting Policies”. Service income from passive infrastructure is
recognized on accrual basis (net of reimbursements)
g) Taxation: as per the contractual terms on straight line method
i) Current Tax: Provision for current income tax is over the contract period.
made on the taxable income using the applicable Unbilled receivables, represent revenues recognized
tax rates and tax laws. Advance Income Tax and from the bill cycle date to the end of each month. These
Provision for Current Tax is disclosed in the balance are billed in subsequent periods as per the agreed
sheet at net as these are settled on net basis. terms.
ii) Deferred Tax: Deferred tax arising on account of Debts (net of security deposits outstanding there
timing differences and which are capable of against) due from subscribers, which remain unpaid
reversal in one or more subsequent periods is for more than 90 days from the date of bill and/or other
recognised using the tax rates and tax laws that debts which are otherwise considered doubtful, are
have been enacted or substantively enacted. provided for.
Deferred tax assets are not recognised unless there
Provision for doubtful debts on account of interconnect
is virtual certainty with respect to the reversal of
usage charges (IUC), roaming charges and passive
the same in future years.
infrastructure sharing from other telecom operators
iii) Minimum Alternate Tax (MAT) credit: MAT is is made for dues outstanding more than 180 days from
recognised as an asset only when and to the the date of billing other than cases when an amount is
extent there is convincing evidence that the payable to that operator or in specific case when
Company will pay normal income tax during the management is of the view that the amount is
specified period. In the year in which the MAT recoverable.
credit becomes eligible to be recognized as an j) Investments:
asset in accordance with the recommendations
Current Investments are stated at lower of cost or fair
contained in the Guidance Note issued by the ICAI,
value in respect of each separate investment.
the said asset is created by way of a credit to the
Statement of Profit and Loss and is shown as MAT Long-term investments are stated at cost less provision
Credit Entitlement. The Company reviews the same for diminution in value other than temporary, if any.
at each balance sheet date and writes down the
k) Borrowing Cost:
carrying amount of MAT Credit Entitlement to the
extent there is no longer convincing evidence to Interest and other costs incurred in connection with
the effect that Company will pay normal Income the borrowing of the funds are charged to revenue on
Tax during the specified period. accrual basis except those borrowing costs which are
directly attributable to the acquisition or construction
h) Retirement Benefits: of those fixed assets, which necessarily take a
Contributions to Provident and Pension funds are substantial period of time to get ready for their
funded with the appropriate authorities and charged intended use. Such costs are capitalized with the fixed
to the Statement of Profit and Loss. assets.

Contributions to Superannuation are funded with the l) License Fees – Revenue Share:
Life Insurance Corporation of India and charged to the With effect from August 1, 1999 the variable Licence
Statement of Profit and Loss. fee computed at prescribed rates of revenue share is

57
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IDEA CELLULAR LIMITED

Notes forming part of the Financial Statements

being charged to the Statement of Profit and Loss in EPS is the weighted average number of shares
the period in which the related revenue arises. Revenue outstanding during the period. The diluted EPS is
for this purpose comprises adjusted gross revenue as calculated on the same basis as basic EPS, after
per the licence agreement of the licence area to which adjusting for the effects of potential dilutive equity
the licence pertains. shares unless the effect of the potential dilutive equity
shares is anti-dilutive.
m) Use of Estimate:
The preparation of financial statements in conformity p) Impairment of Assets:
with generally accepted accounting principles require Assets are reviewed for impairment whenever events
estimates and assumptions to be made that affect the or changes in circumstances indicate that the carrying
reported amounts of assets and liabilities and amount may not be recoverable. An impairment loss
disclosure of contingent liabilities on the date of the is recognized in accordance with Accounting Standard-
financial statements and the reported amounts of 28 “Impairment of Assets”, for the amount by which
revenues and expenses during the reporting year. the asset’s carrying amount exceeds its recoverable
Differences between actual results and estimates are amount as on the carrying date. The recoverable
recognised in the periods in which the results are amount is higher of the asset’s fair value less costs to
known / materialise. sell vis-à-vis value in use. For the purpose of
impairment, assets are grouped at the lowest levels
n) Leases: for which there are separately identifiable cash flows.
i) Operating: Lease of assets under which significant
q) Provisions & Contingent Liability:
risks and rewards of ownership are effectively
retained by the lessor are classified as operating Provisions are recognized when the Company has
leases. Lease payments under an operating lease a present obligation as a result of past events; it is
are recognised as expense in the Statement of more likely than not that an outflow of resources will
Profit and Loss, on a straight-line or other be required to settle the obligation; and the amount
has been reliably estimated. A contingent liability is
systematic basis over the lease term.
disclosed where there is a possible obligation or a
ii) Finance: Leased assets acquired on which present obligation that may, but probably will not,
significant risks and rewards of ownership require an outflow of resources.
effectively transferred to the Company are
r) Issue Expenditure:
capitalised at lower of fair value or the amounts
paid under such lease arrangements. Such assets Expenses incurred in connection with issue of equity
are amortised over the period of lease or estimated shares are adjusted against share premium.
life of such assets whichever is less. s) Employee Stock Option:
o) Earnings Per Share: In respect of stock options granted pursuant to
The earnings considered in ascertaining the Company’s the company’s Employee Stock Option Scheme, the
EPS comprise of the net profit after tax, after reducing intrinsic value of the option is treated as discount and
dividend on Cumulative Preference Shares for the accounted as employee compensation cost over the
period (irrespective of whether declared, paid or not), vesting period.
as per Accounting Standard 20 on “Earnings Per Share”, In respect of re-pricing of existing stock option, the
issued by the Institute of Chartered Accountants of incremental intrinsic value of the option is accounted
India. The number of shares used in computing basic for as employee cost over the remaining vesting period.

58
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Annual Report 2012-13

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%

59
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IDEA CELLULAR LIMITED

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

` 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

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Annual Report 2012-13

Notes forming part of the Financial Statements

` Mn
Particulars As at As at
March 31, 2013 March 31, 2012
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

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

61
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IDEA CELLULAR LIMITED

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

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Annual Report 2012-13

Notes forming part of the Financial Statements

` 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

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IDEA CELLULAR LIMITED

Notes forming part of the Financial Statements

` 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

64
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Notes forming part of the Financial Statements

12. FIXED ASSETS
A - TANGIBLE ASSETS ` Mn
Gross Block Accumulated Depreciation Net Block
Particulars As at Additions Disposal / As at As at Additions Disposal / As at As at As at
April 1, 2012 for the Adjustments March 31, 2013 April 1, 2012 for the Adjustments March 31, 2013 March 31, 2013 March 31, 2012
year ended for the year ended for the
March 31, 2013 year ended March 31, 2013 year ended
March 31, 2013 March 31, 2013
Freehold Land 92.53 - - 92.53 - - - - 92.53 92.53
Leasehold Land 193.78 0.74 - 194.52 77.93 12.34 - 90.27 104.25 115.85
Buildings 1,450.88 1.07 - 1,451.95 458.62 60.03 - 518.65 933.30 992.26
Annual Report 2012-13

Plant & Machinery 256,169.24 33,068.35 857.24 288,380.35 89,647.92 24,776.62 654.00 113,770.54 174,609.81 166,521.32
Furniture & Fixtures 1,581.44 41.16 3.97 1,618.63 1,032.27 160.80 3.16 1,189.91 428.72 549.17
Office Equipment 3,476.90 128.52 78.81 3,526.61 3,221.27 147.73 77.70 3,291.30 235.31 255.63
Vehicles 1,064.67 288.65 120.81 1,232.51 653.17 226.06 102.26 776.97 455.54 411.50
TOTAL 264,029.44 33,528.49 1,060.83 296,497.10 95,091.18 25,383.58 837.12 119,637.64 176,859.46 168,938.26
Notes:
1. Plant & Machinery includes assets held for disposal- Gross Block ` 243.76 Mn. (Previous year ` 66.09 Mn.) and Net Block ` 24.61 Mn. (Previous year ` 1.29 Mn.).
2. Plant & Machinery includes Gross Block of assets capitalised under finance lease ` 10,470.14 Mn. (Previous year ` 7,046.64 Mn.) and corresponding Accumulated Depreciation being ` 6,584.01 Mn.
(Previous year ` 4,664.16 Mn.).
3. Exchange loss amounting to ` 4,120.31 Mn. (Previous year exchange loss ` 5,635.25 Mn.) capitalised as per transitional provisions of notification under AS-11, issued by the Ministry of Corporate
Affairs.
4. Depreciation charge for the year includes accelerated depreciation of ` 170.21 Mn. due to change in estimated useful life of certain fixed assets.

B - INTANGIBLE ASSETS ` Mn
Gross Block Accumulated Amortisation Net Block
Particulars As at Additions Disposal / As at As at Additions Disposal / As at As at As at
April 1, for the Adjustments March 31, 2013 April 1, 2012 for the Adjustments March 31, 2013 March 31, 2013 March 31, 2012
2012 year ended for the year ended for the
March 31, 2013 year ended March 31, 2013 year ended
March 31, 2013 March 31, 2013
Entry/License Fees & Spectrum 86,126.17 20,373.10 3,260.10 103,239.17 23,860.09 4,120.63 - 27,980.72 75,258.45 62,266.08
Computer - Software 4,663.92 189.33 1.58 4,851.67 3,445.20 634.77 1.58 4,078.39 773.28 1,218.72
Bandwidth 5,503.58 1,890.18 0.83 7,392.93 494.07 404.59 - 898.66 6,494.27 5,009.51
TOTAL 96,293.67 22,452.61 3,262.51 115,483.77 27,799.36 5,159.99 1.58 32,957.77 82,526.00 68,494.31
Grand Total 360,323.11 55,981.10 4,323.34 411,980.87 122,890.54 30,543.57 838.70 152,595.41 259,385.46 237,432.57
Notes:
1. Computer - Software include Gross Block of assets capitalised under finance lease ` 2,151.48 Mn. (Previous year ` 1,965.26 Mn.) and corresponding Accumulated Amortisation being ` 1,763.99 Mn.
(Previous year ` 1,311.98 Mn).
2. The remaining amortisation period of License / Spectrum fees as at March 31, 2013 ranges between 4 to 19 years based on the respective Telecom Service License period.

Capital Work in Progress (Net of impairment provision of ` 4,844.60 Mn.) 8,434.25 6,332.73

65
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66
Notes forming part of the Financial Statements
12. FIXED ASSETS
C - TANGIBLE ASSETS ` Mn
Gross Block Accumulated Depreciation Net Block
Particulars As at Additions Disposal / As at As at Additions Disposal / As at As at
April 1, 2011 for the Adjustments March 31, 2012 April 1, 2011 for the Adjustments March 31, 2012 March 31, 2012
year ended for the year ended for the
March 31, 2012 year ended March 31, 2012 year ended
March 31, 2012 March 31, 2012

Freehold Land 92.53 - - 92.53 - - - - 92.53

Leasehold Land 193.34 0.44 - 193.78 65.73 12.20 - 77.93 115.85

Buildings 1,427.90 22.98 - 1,450.88 397.08 61.54 - 458.62 992.26

Plant & Machinery 210,806.85 45,980.86 618.47 256,169.24 70,736.56 19,525.91 614.55 89,647.92 166,521.32
IDEA CELLULAR LIMITED

Furniture & Fixtures 1,467.50 123.40 9.46 1,581.44 879.41 161.57 8.71 1,032.27 549.17

Office Equipment 3,353.84 178.38 55.32 3,476.90 3,048.88 227.47 55.08 3,221.27 255.63

Vehicles 901.80 309.46 146.59 1,064.67 577.43 205.86 130.12 653.17 411.50

TOTAL 218,243.76 46,615.52 829.84 264,029.44 75,705.09 20,194.55 808.46 95,091.18 168,938.26

D - INTANGIBLE ASSETS ` Mn
Gross Block Accumulated Amortisation Net Block
Particulars As at Additions Disposal / As at As at Additions Disposal / As at As at
April 1, 2011 for the Adjustments March 31, 2012 April 1, 2011 for the Adjustments March 31, 2012 March 31, 2012
year ended for the year ended for the
March 31, 2012 year ended March 31, 2012 year ended
March 31, 2012 March 31, 2012

Entry/License Fees 65,318.27 20,807.90 - 86,126.17 19,398.59 4,461.50 - 23,860.09 62,266.08

Computer - Software 3,838.69 825.23 - 4,663.92 2,709.90 735.30 - 3,445.20 1,218.72

Bandwidth 1,986.81 3,516.77 - 5,503.58 257.71 236.36 - 494.07 5,009.51

TOTAL 71,143.77 25,149.90 - 96,293.67 22,366.20 5,433.16 - 27,799.36 68,494.31

Grand Total 289,387.53 71,765.42 829.84 360,323.11 98,071.29 25,627.71 808.46 122,890.54 237,432.57
CK

Annual Report 2012-13

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

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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

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` 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

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IDEA CELLULAR LIMITED

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

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Notes forming part of the Financial Statements

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 1 st 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

71
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IDEA CELLULAR LIMITED

Notes forming part of the Financial Statements

a. Income Tax Matters:
- Appeals filed by the 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.

- 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.)

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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 - -

73
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IDEA CELLULAR LIMITED

Notes forming part of the Financial Statements

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

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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

75
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IDEA CELLULAR LIMITED

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)

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` Mn
Sr. Particulars For the year ended For the year ended
No. March 31, 2013 March 31, 2012
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.

77
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IDEA CELLULAR LIMITED

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

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Notes forming part of the Financial Statements

` Mn
Particulars Business Segments Elimination Total
Mobility ILD
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

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IDEA CELLULAR LIMITED

Notes forming part of the Financial Statements

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)

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Annual Report 2012-13

Notes forming part of the Financial Statements

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.
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IDEA CELLULAR LIMITED

Notes forming part of the Financial Statements

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.

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

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Annual Report 2012-13

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)

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IDEA CELLULAR LIMITED

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

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Annual Report 2012-13

Independent Auditors’ Report on the Consolidated Financial Statements

To the Board of Directors of
Idea Cellular Limited
Report on the Consolidated Financial Statements Emphasis of Matter
We have audited the accompanying consolidated financial a) We draw attention to Note 30 to the financial statement. The
statements of IDEA CELLULAR LIMITED (the “Company”), its Division Bench of the Hon’ble High Court of Delhi on 13th July
subsidiaries and jointly controlled entity (the Company, its 2012 has reaffirmed High Court Order dated
subsidiaries and jointly controlled entity constitute “the Group”), 5th February 2010 and 4th July 2011 sanctioning the Scheme of
which comprise the Consolidated Balance Sheet as at 31st March, Amalgamation of Spice Communications Limited (Spice) with
2013, the Consolidated Statement of Profit and Loss and the the Company. Further the Division Bench of the Hon’ble High
Consolidated Cash Flow Statement for the year then ended, and a Court of Delhi has also pronounced that the Department of
summary of the significant accounting policies and other Telecommunications (DoT) has to take decision regarding
explanatory information. transfer of licenses held by erstwhile Spice to the Company
arising out of amalgamation within a period of three months
Management’s Responsibility for the Consolidated Financial (which had been extended to 5th January 2013 vide order dated
Statements 11th December 2012) and dispute, if any, between the Company
The Company’s Management is responsible for the preparation of and DoT related to transfer of licenses should be referred to
these consolidated financial statements that give a true and fair Hon’ble TDSAT for resolution.
view of the consolidated financial position, consolidated financial
performance and consolidated cash flows of the Group in The impact, if any, on the Company is dependent upon the
accordance with the accounting principles generally accepted in steps to be taken by DoT in this regard.
India. This responsibility includes the design, implementation and b) We draw attention to Note 32 (i) to the financial statements.
maintenance of internal control relevant to the preparation and The DoT has issued demand notices dated
presentation of the consolidated financial statements that give a 8th January 2013 towards one time spectrum charges for
true and fair view and are free from material misstatement, spectrum held by the Company beyond 6.2 Mhz for period from
whether due to fraud or error. 1 st July 2008 to 31 st December 2012 amounting to
` 3,691.30 Mn. and beyond 4.4 Mhz for period from
Auditors’ Responsibility 1st January 2013 till the expiry of the license amounting to
Our responsibility is to express an opinion on these consolidated ` 17,443.70 Mn. in the respective telecom service areas. In
financial statements based on our audit. We conducted our audit the opinion of the Company, inter-alia, the above demand
in accordance with the Standards on Auditing issued by the amounts to alteration of financial terms of the licenses issued
Institute of Chartered Accountants of India. Those Standards in the past. The Company therefore filed a petition before the
require that we comply with ethical requirements and plan and Hon’ble High Court of Bombay, which directed DoT to respond
perform the audit to obtain reasonable assurance about whether and not to take any coercive action until next date of hearing,
the consolidated financial statements are free from material which is scheduled for 6th May 2013.
misstatement.
The financial impact of the above mentioned matter is dependent
An audit involves performing procedures to obtain audit evidence upon the outcome of the petition filed by Company in the Hon’ble
about the amounts and the disclosures in the consolidated financial High Court of Bombay and therefore no effect for the one time
statements. The procedures selected depend on the auditor’s spectrum charges has been given in these Financial Results.
judgement, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether Our opinion is not qualified in respect of these matters.
due to fraud or error. In making those risk assessments, the auditor Other Matter
considers internal control relevant to the Company’s preparation
and presentation of the consolidated financial statements that give We did not audit the financial statements of Indus Towers Limited,
a true and fair view in order to design audit procedures that are jointly controlled entity of Aditya Birla Telecom Limited (Subsidiary
appropriate in the circumstances, but not for the purpose of of the company), whose financial statements reflect Group’s Share
expressing an opinion on the effectiveness of the Company’s of total assets (net) of ` 26,589.44 Mn. as at 31st March, 2013,
internal control. An audit also includes evaluating the Group’s Share of total revenues of ` 21,077.76 Mn. and Group’s
appropriateness of the accounting policies used and the Share of net cash flows of ` 68.16 Mn. for the year ended on that
reasonableness of the accounting estimates made by the date, as considered in the consolidated financial statements. These
Management, as well as evaluating the overall presentation of the financial statements have been audited by other auditors whose
consolidated financial statements. reports have been furnished to us by the Management and our
opinion, in so far as it relates to the amounts and disclosures
We believe that the audit evidence we have obtained is sufficient included in respect of this jointly controlled entity, is based solely
and appropriate to provide a basis for our audit opinion. on the reports of the other auditors.
Opinion Our report is not qualified in respect of this matter.
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid consolidated financial For Deloitte Haskins & Sells
statements give a true and fair view in conformity with the Chartered Accountants
accounting principles generally accepted in India: (Firm Registration No. 117 366W)
(a) in the case of the Consolidated Balance Sheet, of the state of
affairs of the Group as at 31st March, 2013; Khurshed Pastakia
Partner
(b) in the case of the Consolidated Statement of Profit and Loss, (Membership No. 31544)
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 Place : Mumbai
cash flows of the Group for the year ended on that date. Date : April 25, 2013
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IDEA CELLULAR LIMITED

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

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
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Annual Report 2012-13

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
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IDEA CELLULAR LIMITED

Notes forming part of the Consolidated Financial Statements

1. CORPORATE INFORMATION 5 Idea Cellular Towers
Idea Cellular Limited ('the Company'), an Aditya Birla Infrastructure Limited* 100.00 100.00
Group company, is one of the leading national telecom 6 Idea Mobile Commerce
service providers in India. The Company is engaged in Services Limited 100.00 100.00
the business of Mobility and Long Distance services. The
subsidiaries are in the business of sale of handsets and All the above subsidiaries are incorporated in India.
data cards, mobile banking services and passive The Consolidated Financial Statements also include
infrastructure services. The Joint Venture is in the following Joint Venture along with Company's holding
business of providing passive infrastructure services. therein, is as under:
2. SIGNIFICANT ACCOUNTING POLICIES
Sr. Name of the Company Voting Power % as at
a) Basis of Preparation of Financial Statements: No.
The Consolidated Financial Statements of Idea Cellular March 31, March 31,
Limited ("the Company"), its subsidiary companies and 2013 2012
Joint Ventures (together referred to as the "Group") have
been prepared in accordance with Accounting Standard 1 Indus Towers Limited
21 on "Consolidated Financial Statements" and (Indus) 16.00* 16.00*
Accounting Standard 27 on "Financial Reporting of *entire shareholding is held by Aditya Birla Telecom
Interests in Joint Ventures" issued by the Institute of
Limited
Chartered Accountants of India ("ICAI"). The Consolidated
Financial Statements are prepared under historical cost c) Fixed Assets:
convention on accrual basis and mandatory applicable
Fixed assets are stated at cost of acquisition and
accounting standards in India.
installation less accumulated depreciation. Cost is
b) Principles of Consolidation: inclusive of freight, duties, levies and any directly
The basis of preparation of the Consolidated Financial attributable cost of bringing the assets to their working
Statements is as follows: condition for intended use.
The Financial Statements (The Balance Sheet and the Asset retirement obligations are capitalised based on a
Statement of Profit and Loss) of the Company, its constructive obligation as a result of past events, when
subsidiaries and joint venture have been combined on a
it is probable that an outflow of resources will be required
line-by-line basis by adding together the book values of
like items of assets, liabilities, income and expenses, to settle the obligation and a reliable estimate of the
after eliminating intra-group balances, transactions and amount can be made. Such costs are depreciated over
the resulting unrealised profit or losses. the remaining useful life of the asset.
The Financial Statements of the subsidiaries used in the d) Expenditure during pre-operative period of licence:
consolidation are drawn upto March 31, 2013, the same
reporting date as that of the Company Expenses incurred on project and other charges during
construction period are included under pre-operative
The differential with respect to the cost of investments
in the subsidiaries over the Company's portion of equity expenditure (grouped under capital work in progress)
is recognised as Goodwill or Capital Reserve, as the case and are allocated to the cost of fixed assets on the
may be. Goodwill arising on consolidation is tested for commencement of commercial operations.
impairment.
e) Depreciation and Amortisation:
The Consolidated Financial Statements are prepared
using uniform accounting policies for like transactions Depreciation on fixed assets is provided on straight line
and other events in similar circumstances except where method (except stated otherwise) on prorata basis on
stated otherwise. their estimated useful economic lives as given below:-
The Consolidated Financial Statements includes following
subsidiaries along with Company's holding therein, is as Tangible Assets Years
under: Buildings 9 to 30
Sr. Name of the Company Voting Power % as at Network Equipments 10 to 20
No. March 31, March 31, Optical Fibre 15
2013 2012
Other Plant and Machineries 3 to 5
1 Idea Telesystems Limited 100.00 100.00
Office Equipment 3 to 5
2 Aditya Birla Telecom
Limited 100.00 100.00 Computers 3 to 5
3 Idea Cellular Services Furniture and Fixtures 3 to 10
Limited 100.00 100.00 Motor Vehicles Upto 5
4 Idea Cellular
Infrastructure Services Leasehold Improvements Period of Lease
Limited 100.00 100.00 Leasehold Land Period of Lease

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Annual Report 2012-13

Intangible Assets: Derivative contracts not covered under Accounting
Standard 11 "The Effects of Changes in Foreign
i) Cost of Rights, Licences including the fees paid
Exchange Rates", entered for hedging foreign
on fixed basis prior to revenue share regime and
currency fluctuations and interest rate risk are
Spectrum Fee is amortised on commencement
marked to market at each reporting date. Loss, if
of operations over the validity period.
any, on such valuation is recognised in the
ii) Software, which is not an integral part of hardware, Statement of Profit & Loss in that period and gain if
is treated as intangible asset and is amortised over any, is not recognised as per the principle of
its useful economic lives as estimated by the prudence enunciated in Accounting Standard 1,
management between 3 to 5 years. "Disclosure of Accounting Policies".
iii) Bandwidth / Fibre taken on Indefeasible Right h) Taxation:
of Use (IRU) is amortised over the agreement
i) Current Tax: Provision for current Income tax is
period.
made on the taxable income using the applicable
Assets costing upto ` 5,000/- are depreciated fully in tax rates and tax laws. Advance Income Tax and
the month of purchase. Provision for Current Tax for the same legal entity is
disclosed in the balance sheet at net as these are
f) Inventories:
settled on net basis.
Inventories are valued at cost or net realisable value,
whichever is lower. Cost is determined on weighted ii) Deferred Tax: Deferred tax arising on account of
average basis. timing differences and which are capable of reversal
in one or more subsequent periods is recognised
g) Foreign Currency Transactions, Forward Contracts & using the tax rates and tax laws that have been
Other Derivatives: enacted or substantively enacted. Deferred tax
i) Foreign Currency Transactions - assets are not recognised unless there is virtual
certainty with respect to the reversal of the same in
Transactions in foreign currency are recorded at the
future years.
exchange rates prevailing at the dates of the
transactions. As per the transitional provisions given iii) Minimum Alternate Tax (MAT) credit: MAT credit is
in the notification issued by Ministry of Corporate recognised as an asset only when and to the extent
Affairs dated 31st March 2009, the company has there is convincing evidence that the Company will
opted for the option of adjusting the exchange pay normal Income tax during the specified period.
difference on long term foreign currency monetary In the year in which the MAT credit becomes eligible
items to the cost of the assets acquired out of these to be recognized as an asset in accordance with the
foreign currency monetary items. The company has recommendations contained in Guidance Note
aligned its accounting policy based on this issued by the ICAI, the said asset is created by way
notification and its further amendment. of a credit to the Statement of Profit and Loss and
is shown as MAT Credit Entitlement. The Company
Exchange difference arising out of fluctuation in
reviews the same at each balance sheet date and
exchange rates on settlement / period end is
writes down the carrying amount of MAT Credit
accounted based on the nature of transaction as under:
Entitlement to the extent there is no longer
- Short term foreign currency monetary assets convincing evidence to the effect that Company will
and liabilities: recognised in the Statement of pay normal Income tax during the specified period.
Profit and Loss. i) Retirement Benefits:
- Long term foreign currency monetary liabilities Contributions to Provident and Pension funds are funded
used for acquisition of fixed assets: adjusted to with the appropriate authorities and charged to the
the cost of the fixed assets and amortised over Statement of Profit and Loss.
the remaining useful life of the asset. Contributions to superannuation are funded with the Life
- Other Long term foreign currency monetary Insurance Corporation of India and charged to the
liabilities: recognised in "Foreign Currency Statement of Profit and Loss.
Monetary Item Translation Difference Account" Liability for gratuity as at the period end is provided on
and amortised over the period of liability not the basis of actuarial valuation and funded with Life
exceeding 31st March 2020. Insurance Corporation of India.
Provision in accounts for leave benefits to employees is
ii) Forward Contracts & Other Derivatives -
based on actuarial valuation done by projected accrued
Premium / discount amount on forward contract is benefit method at the period end.
amortised on period basis related to the contract it
pertains to. Profit or loss arising on cancellation of j) Revenue Recognition and Receivables:
forward exchange contract is recognised in the Revenue on account of telephony services (mobile & long
period in which the contract is cancelled. distance) and sale of handsets and related accessories

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is recognised net of rebates, discount, service tax, etc. retained by the lessor are classified as operating
on rendering of services and supply of goods respectively. leases. Lease payments under an operating lease are
Recharge fees on recharge vouchers is recognised as recognised as expense in the Statement of Profit and
revenue as and when the recharge voucher is activated Loss, on a straight-line or other systematic basis over
by the subscriber. the lease term.
Revenue from provision of Passive Infrastructure services ii) Finance: Leased assets acquired on which significant
is recognised on accrual basis (net of reimbursements) risks and rewards of ownership effectively transferred
as per the contractual terms with the recipients. to the Company are capitalised at lower of fair value
Unbilled receivables, represent revenues recognised from or the amounts paid under such lease arrangements.
the bill cycle date to the end of each month. These are Such assets are amortised over the period of lease
billed in subsequent periods as per the agreed terms. or estimated life of such assets whichever is less.
Debts (net of security deposits outstanding there against) p) Earnings Per Share:
due from subscribers, which remain unpaid for more than The earnings considered in ascertaining the Group's EPS
90 days from the date of bill and/or other debts which comprise of the net profit after tax, after reducing
are otherwise considered doubtful, are provided for. dividend on Cumulative Preference Shares for the Period
Provision for doubtful debts on account of Interconnect (irrespective of whether declared, paid or not), as per
Usage Charges (IUC), Roaming Charges and Passive Accounting Standard 20 on "Earnings Per Share" issued
Infrastructure sharing from other telecom operators is by the Institute of Chartered Accountants of India. The
made for dues outstanding more than 180 days from the number of shares used in computing basic EPS is the
date of billing other than cases when an amount is payable weighted average number of shares outstanding during
to that operator or in specific case when management is the period. The diluted EPS is calculated on the same
of the view that the amount is recoverable. basis as basic EPS, after adjusting for the effects of
k) Investments: potential dilutive equity shares unless the effect of the
Current Investments are stated at lower of cost or fair potential dilutive equity shares is anti-dilutive.
value in respect of each separate investment. q) Impairment of Assets:
Long-term Investments are stated at cost less provision Assets are reviewed for impairment whenever events or
for diminution in value other than temporary, if any. changes in circumstances indicate that the carrying
l) Borrowing Cost: amount may not be recoverable. An impairment loss is
recognized in accordance with Accounting Standard-28
Interest and other costs incurred in connection with the
on "Impairment of Assets", for the amount by which the
borrowing of the funds are charged to revenue on accrual
asset's carrying amount exceeds its recoverable amount
basis except those borrowing costs which are directly
as on the carrying date. The recoverable amount is higher
attributable to the acquisition or construction of those
of the asset's fair value less costs to sell vis-à-vis value
fixed assets, which necessarily take a substantial period
in use. For the purpose of impairment, assets are
of time to get ready for their intended use. Such costs
grouped at the lowest levels for which there are
are capitalized with the fixed assets.
separately identifiable cash flows.
m) License Fees – Revenue Share:
r) Provisions & Contingent Liability:
With effect from August 1, 1999 the variable Licence fee
computed at prescribed rates of revenue share is being Provisions are recognized when the Company has a
charged to the Statement of Profit and Loss in the Period present obligation as a result of past events; it is more
in which the related revenue arises. Revenue for this likely than not that an outflow of resources will be
purpose comprises adjusted gross revenue as per the required to settle the obligation; and the amount has
license agreement of the license area to which the been reliably estimated. A contingent liability is disclosed
license pertains. where there is a possible obligation or a present
obligation that may, but probably will not, require an
n) Use of Estimate: outflow of resources.
The preparation of financial statements in conformity
with generally accepted accounting principles requires s) Issue Expenditure:
estimates and assumptions to be made that affect the Expenses incurred in connection with issue of equity
reported amounts of assets and liabilities and disclosure shares are adjusted against share premium.
of contingent liabilities on the date of the financial t) Employee Stock Option:
statements and the reported amounts of revenues and
In respect of stock option granted pursuant to the
expenses during the reporting year. Differences between
company's Employee Stock Option Scheme, the intrinsic
actual results and estimates are recognised in the
value of the option is treated as discount and accounted
periods in which the results are known / materialise.
as employee compensation cost over the vesting period.
o) Leases: In respect of re-pricing of existing stock option, the
i) Operating: Lease of assets under which significant incremental intrinsic value of the option is accounted
risks and rewards of ownership are effectively for as employee cost over the remaining vesting period.
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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 -

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IDEA CELLULAR LIMITED

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

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Notes forming part of the Consolidated Financial Statements

` Mn
Particulars As at As at
March 31, 2013 March 31, 2012

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

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94
Notes forming part of the Consolidated Financial Statements
12. FIXED ASSETS
A - TANGIBLE ASSETS ` Mn
Gross Block Accumulated Depreciation Net Block
Particulars As at Additions Disposal / As at As at Additions Disposal / As at As at As at
April 1, 2012 for the Adjustments March 31, 2013 April 1, 2012 for the Adjustments March 31, 2013 March 31, 2013 March 31, 2012
year ended for the year ended for the
March 31, 2013 year ended March 31, 2013 year ended
March 31, 2013 March 31, 2013
Freehold Land 95.83 - - 95.83 - - - - 95.83 95.83
Leasehold Land 193.78 0.74 - 194.52 77.93 12.34 - 90.27 104.25 115.85
Buildings 1,548.41 4.40 2.08 1,550.73 498.56 79.66 1.44 576.78 973.95 1,049.85
Plant & Machinery 306,411.82 37,025.69 1,365.55 342,071.96 107,632.92 28,939.11 1,114.12 135,457.91 206,614.05 198,778.90
IDEA CELLULAR LIMITED

Furniture & Fixtures 1,598.40 42.75 3.97 1,637.18 1,041.87 163.13 3.16 1,201.84 435.34 556.53
Office Equipment 3,578.41 143.22 86.65 3,634.98 3,282.71 169.20 84.74 3,367.17 267.81 295.70
Vehicles 1,065.47 288.60 120.81 1,233.26 653.33 226.06 102.26 777.13 456.13 412.14
TOTAL 314,492.12 37,505.40 1,579.06 350,418.46 113,187.32 29,589.50 1,305.72 141,471.10 208,947.36 201,304.80
Notes:
1. Plant & Machinery includes assets held for disposal- Gross Block ` 245.35 Mn. (Previous year ` 66.09 Mn.) and Net Block ` 26.00 Mn. (Previous year ` 1.29 Mn).
2. Plant & Machinery includes Gross Block of assets capitalised under finance lease ` 10,470.14 Mn. (Previous year ` 7,046.64 Mn) and corresponding Accumulated Depreciation being ` 6,584.01 Mn. (Previous
year ` 4,664.16 Mn.).
3. Exchange loss amounting to ` 4,120.31 Mn. (Previous year exchange loss ` 5,635.25 Mn.) capitalised as per transitional provisions of notification under AS-11, issued by the Ministry of Corporate Affairs.
4. Depreciation charge for the year includes accelerated depreciation of ` 170.21 Mn. due to change in estimated useful life of certain fixed assets.

B - INTANGIBLE ASSETS ` Mn
Gross Block Accumulated Amortisation Net Block
Particulars As at Additions Disposal / As at As at Additions Disposal / As at As at As at
April 1, 2012 for the Adjustments March 31, 2013 April 1, 2012 for the Adjustments March 31, 2013 March 31, 2013 March 31, 2012
year ended for the year ended for the
March 31, 2013 year ended March 31, 2013 year ended
March 31, 2013 March 31, 2013
Entry/License Fees &
Spectrum 86,126.17 20,373.10 3,260.10 103,239.17 23,860.09 4,120.63 - 27,980.72 75,258.45 62,266.08
Computer - Software 4,795.02 205.52 1.58 4,998.96 3,498.77 662.93 1.78 4,159.92 839.04 1,296.25
Bandwidth 5,503.58 1,890.18 0.83 7,392.93 494.07 404.59 - 898.66 6,494.27 5,009.51
TOTAL 96,424.77 22,468.80 3,262.51 115,631.06 27,852.93 5,188.15 1.78 33,039.30 82,591.76 68,571.84
GRAND TOTAL 410,916.89 59,974.20 4,841.57 466,049.52 141,040.25 34,777.65 1,307.50 174,510.40 291,539.12
Notes:
1. Computer - Software include Gross Block of assets capitalised under finance lease ` 2,151.48 Mn. (Previous year ` 1,965.26 Mn) and corresponding Accumulated Amortisation being ` 1,763.99 Mn. (Previous
year ` 1,311.98 Mn).
2. The remaining amortisation period of license / spectrum fees as at March 31, 2013 ranges between 4 to 19 years based on the respective Telecom Service License period.
Capital Work in Progress (Net of impairment provision of ` 4,844.60 Mn) 8,810.81 6,798.50
 CK

Notes forming part of the Consolidated Financial Statements

12. FIXED ASSETS
C - TANGIBLE ASSETS ` Mn
Gross Block Accumulated Depreciation Net Block
Particulars As at Additions Disposal / As at As at Additions Disposal / As at As at
April 1, 2011 for the Adjustments March 31, 2012 April 1, 2011 for the Adjustments March 31, 2012 March 31, 2012
year ended for the year ended for the
March 31, 2012 year ended March 31, 2012 year ended
March 31, 2012 March 31, 2012

Land 95.83 - - 95.83 - - - - 95.83

Leasehold Land 193.34 0.44 - 193.78 65.73 12.20 - 77.93 115.85
Building 1,509.11 41.06 1.76 1,548.41 421.56 78.28 1.28 498.56 1,049.85
Annual Report 2012-13

Plant & Machinery 258,095.52 49,039.10 722.80 306,411.82 84,693.18 23,645.43 705.69 107,632.92 198,778.90
Furniture & Fixture 1,483.18 124.68 9.46 1,598.40 885.49 165.09 8.71 1,041.87 556.53
Office Equipment 3,449.91 183.82 55.32 3,578.41 3,087.88 249.91 55.08 3,282.71 295.70
Vehicles 902.12 309.94 146.59 1,065.47 577.43 206.02 130.12 653.33 412.14
TOTAL 265,729.01 49,699.04 935.93 314,492.12 89,731.27 24,356.93 900.88 113,187.32 201,304.80

D - INTANGIBLE ASSETS ` Mn
Gross Block Accumulated Depreciation Net Block
Particulars As at Additions Disposal / As at As at Additions Disposal / As at As at
April 1, 2011 for the Adjustments March 31, 2012 April 1, 2011 for the Adjustments March 31, 2012 March 31, 2012
year ended for the year ended for the
March 31, 2012 year ended March 31, 2012 year ended
March 31, 2012 March 31, 2012

Entry/License Fees &

Spectrum 65,318.27 20,807.90 - 86,126.17 19,398.59 4,461.50 - 23,860.09 62,266.08
Computer - Software 3,942.64 852.38 - 4,795.02 2,740.21 758.56 - 3,498.77 1,296.25
Bandwidth 1,986.81 3,516.77 - 5,503.58 257.71 236.36 - 494.07 5,009.51
TOTAL 71,247.72 25,177.05 - 96,424.77 22,396.51 5,456.42 - 27,852.93 68,571.84
GRAND TOTAL 336,976.73 74,876.09 935.93 410,916.89 112,127.78 29,813.35 900.88 141,040.25

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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

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Annual Report 2012-13

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

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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

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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

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IDEA CELLULAR LIMITED

Notes forming part of the Consolidated Financial Statements

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)

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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.

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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

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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

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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%

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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 —

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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 38,171.02 23.73 23,791.77 — 61,986.52
Depreciation & Amortisation 30,493.15 51.02 4,233.48 — 34,777.65

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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

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B. Transactions with Related Parties:
` Mn
Particulars Promoters KMP
Hindalco Grasim ABNL

105.76
Remuneration
(60.05)

28.33 17.06 26.92

Sale of Service/goods
(19.37) (16.24) (9.89)

0.36 0.94 0.43

Expense incurred by Company on behalf of
(0.17) (4.17) (0.20)

0.36 0.10 0.06

Expenses incurred on Company’s behalf by
(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.

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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

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` Mn
Particulars As on As on
March 31, 2013 March 31, 2012
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 — — — — — —

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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.

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

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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)

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Annual Report 2012-13

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
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.

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

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Notes
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Thomson Press