c

 is a wireless telephony company operating in all the 22 telecom circles in India

based in Mumbai. It is the 3rd largest GSM company in India behind Airtel and Vodafone and
ahead of state run player BSNL.

In 2000, Tata Cellular was a company providing mobile services in AP. When Birla-AT&T
brought Maharashtra and Gujarat to the table, the merger of these two entities was a reality. Thus
Birla-Tata-AT&T, popularly known as Batata, was born. In 2001, the Batata triumvirate agreed
to merge its operations with the Rajeev Chandrasekhar promoted BPL Communications. The
merger could have brought in regions like Mumbai, Maharashtra, Kerala and Tamil Nadu, which
seemed to be a perfect accompaniment to what it already had. This was critical with the bid for
the fourth operator licence round the corner. However, the engagement with BPL was broken.
Then Idea set sights on RPG¶s operations in Madhya Pradesh which was successfully acquired,
helping Batata have a million subscribers, and the licence to be the fourth operator in Delhi was
clinched. In 2004, Idea (the company had by then been rechristened) bought over the Escorts
group¶s Escotel gaining Haryana, Uttar Pradesh (West) and Kerala ² and licences for three
more ² UP (East), Rajasthan and Himachal Pradesh. By the end of that year, four million
Indians were on the company¶s network. In 2005, AT&T sold its investment in Idea, and the year
after Tatas also bid good bye to pursue an independent telecom business. And Idea was left only
with one promoter, the AV Birla group When the company¶s stock listed on the bourses in
March 2007, its subscriber base was 13 million with presence in 11 circles. In less than three
years, the subscriber numbers have more than quadrupled. The public issue was oversubscribed
50 times and raised Rs 2,450 crore. In June 2008, Idea Cellular bought out BK Modi¶s stake in
Spice Communications for Rs 2,700 crore adding Punjab and Karnataka circles. Modi¶s joint
venture partner, Telekom Malaysia, invested Rs 7,000 crore for a 14.99% stake in Idea. Just
around then, Idea¶s subsidiary, Aditya Birla Telecom sold a 20% stake to US-based Providence
Equity Partners for over Rs 2,000 crore.

The company has its retail outlets under the "Idea n' U" banner. The company has also been the
first to offer flexible tariff plans for prepaid customers. It also offers GPRS services in urban
areas.

Idea Cellular won the GSM Association Award for "Best Billing and Customer Care Solution"
for 2 consecutive years.





[hide]

y 1 Holding
y 2 Subscriber base
y 3 References
y 4 External links

V

  
Initially the Birlas, the Tatas and AT&T Wireless each held one-third equity in the company. But
following AT&T Wireless' merger with Cingular Wireless in 2004, Cingular decided to sell its
32.9% stake in Idea. This stake was bought by both the Tatas and Birlas at 16.45% each.

Tata's foray into the cellular market with its own subsidiary, Tata Indicom, a CDMA-based
mobile provider, cropped differences between the Tatas and the Birlas. This dual holding by the
Tatas also became a major reason for the delay in Idea being granted a license to operate in
Mumbai. This was because as per Department of Telecommunications (DOT) license norms, one
promoter could not have more than 10% stake in two companies operating in the same circle and
Tata Indicom was already operating in Mumbai when Idea filed for its licence.

The Birlas thus approached the DOT and sought its intervention, and the Tatas replied by saying
that they would exit Idea but only for a good price. On April 10, 2006, the Aditya Birla Group
announced its acquisition of the 48.18% stake held by the Tatas at Rs. 40.51 a share amounting
to Rs. 44.06 billion. While 15% of the 48.14% stake was acquired by Aditya Birla Nuvo, a
company in-charge of the Birlas' new business initiatives, the remaining stake was acquired by
Birla TMT holdings Private Ltd., an AV Birla family owned company. Currently, Aditya Birla
Group holds 49.1% of the total shares of the company. Malaysia based Axiata controls a 14.99%
stake in the company.[1]

V




Idea's subscriber base as of November 2009 according to the [2] is as follows

y Maharashtra and Goa - 8,703,670

y Madhya Pradesh and Chhattisgarh - 6,313,183
y Andhra Pradesh - 6,020,386
y Kerala - 5,021,067
y Kolkata - 140,149
y Gujarat - 4,721,945
y Uttar Pradesh (West) & Uttarakhand - 5,203,726
y Delhi - 2,430,274
y Haryana - 1,881,659
y Uttar Pradesh (East) - 3,133,981
y Rajasthan - 2,073,877
y Himachal Pradesh - 212,014
y Mumbai - 1,221,653
y Bihar & Jharkhand - 2,403,949
y Tamil Nadu & Chennai - 58,639
y Odisha - 455,495
y Punjab (Spice) - 3,002,267
y Karnataka (Spice) - 2,181,237
y Rest of Bengal - Newly launched
y Assam - Newly Launched
Totalling to À

 or  
(Approx.) of the total 366,779,392[2] mobile connections in
India.

á





c


=
 
  

ï

 

  



  





 ! 
 



The result of the discussion was to h




. --Joshua Issac (talk) 23:09, 3 May
2009 (UTC)

I don't think that there is any requirement to merge these two articles, although Spice Telecom
has been acquired by Idea cellular but an article about Spice Telecom should allowed to be
existed explaining its historic propective in field of telecom companies in India. Hence I '× 

the merger. --Sayed Mohammad Faiz Haider Rizvi (talk) 13:49, 12 February 2009 (UTC)

Yes, while the article about Spice Telecom should carry a historical prespective about this
organisation and good work done by it in the field of telecom. But to make things clear in the
present, the article should carry details of merger and the present setup. So while i 'oppose' the
merger of the two articles i stress that the acquisition of Spice Telecom be put in clear
prespective.²Preceding unsigned comment added by 220.224.25.102 (talk) 07:42, 8 March 2009

=


  



 
ï

 

  



  







V

 

   

we are doing communication product sales and service past ten years in dindigul district.we need
distribution for idea prepaid division in our city.thank u. anjali systems&service 34.k r pushpam
complex,aarthy theater road ,dindigul,tamil nadu.phone
04512441733&04512433000cell:9842103400/01/02/03mail:[email protected] ²
Preceding unsigned comment added by 59.98.225.185 (talk) 11:45, 10 March 2009 (UTC)

Public



BSE: 532822
 NSE: 532822

c 
 
Telecommunications


 1995


 

 Santacruz East, Mumbai, India [1]

Kumar Mangalam Birla

(Chairman)

Sanjeev Aga




(MD)

Rajat Mukharjee
(VP Corporate Affairs)

 
 
Mobile

Aditya Birla Group (49.05%)


 
Axiata Group Berhad (15%)
Providence Equity (10.6%)

!


 IdeaCellular.com

The Directors are pleased to present the 14th Annual

Report, together
with the audited financial statements of your Company,
for the
financial year ended March 31, 2009.

Financial Results

Financial highlights of the consolidated Statement of

Operations of
your Company for the financial year 2008-09 are:

(Rupees
in Million)
Particulars 2008-09
2007-08

Income from Services

101,313 67,200
Other Income
231 174
Total Revenue
101,544 67,374
Operating Expenses
73,180 44,682
EBITDA
28,364 22,692
Depreciation and Amortization
14,028 8,768
EBIT
14,336 13,924
Interest and Financing charges
4,945 2,776
EBT
9,391 11,148
Taxes
575 725
Net Profit after Tax
8,816 10,423
 Balance brought forward from
previous year
(14,079) (24,502)
Carried forward Loss
(5,263) (14,079)

During the year ended March 31, 2009, gross revenues

grew by 50.7% to
Rs. 101,544 mn from Rs. 67,374 mn for the year ended
March 31, 2008.
Your Company registered a net profit of Rs. 8,816 mn
against a net
profit of Rs.10,423 mn in 2007-08.

Dividend

As your Company does not have distributable profits as

on March 31,
2009, your Directors have not recommended any dividend
for the year.

Review of Consolidated Operations

Your Company recorded an increase of 79% in its

subscriber base from
24.00 mn as of March 31, 2008 to 43.02 mn as of March
31, 2009. Your
Company has increased its subscriber market share from
9.2% in 2007-08
to 11% in 2008-09 on a national basis. The total
Minutes of Usage have
more than doubled from 86 bn minutes in 2007-08 to 175
bn minutes in
2008-09.

Share Capital

During the year under review, the Authorised Share

Capital has been
increased by Rs. 25,000 mn to Rs. 82,750 mn.
 Further, the Paid-up Equity Share Capital of the
Company increased by
Rs. 4,647.35 mn on account of preferential issue of
464,734,670 Equity
Shares of Rs. 10/- each to TMI Mauritius Limited, a
subsidiary of
Axiata Group Berhad, Malaysia (formerly known as TM
International,
Berhad).

Capital Expenditure

Your Company continues its aggressive network

expansion for enhanced
coverage and improved quality experience to the
customer. Your Company
incurred a capex of Rs 66,857 mn during the financial
year 2008-09. As
a result, cell sites of the Company have increased
from 24,793 as at
end March, 2008 to 49,860 as at end March, 2009.

The Company also made significant progress in rolling

out its National
Long Distance (NLD) network and as at end September,
2009, it carried
about 51% of its captive NLD traffic.

Employee Stock Option Scheme

Your Company has formulated and implemented the

Employee Stock Option
Scheme 2006 (ESOS-2006). During the year under review,
the ESOS
Compensation Committee granted 6,131,250 options on
July 24, 2008, as a
 second tranche to the eligible employees of the
Company. Each option is
convertible into one Equity Share of the Company upon
vesting. These
options will 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 the vesting. Out of the total options granted,
2,655,000 options and
454,750 options lapsed out of the options granted in
first and second
tranches respectively. As on March 31, 2009 the
outstanding options are
22,952,500.

Details of the options granted under ESOS ± 2006 upto

March 31, 2009,
and other disclosure in compliance with Clause 12 of
Securities and
Exchange Board of India (Employees Stock Option Scheme
and Employees
Stock Purchase Scheme) Guidelines 1999, are set out in
Annexure µA to
this Report.

Human Resources

Your Company continuously invests in fostering people

development,
identifying and grooming management talent, and has a
culture of
harnessing employees potential to the maximum.

Awards and Recognitions

Your Company has been selected as Emerging Company of

the Year for
2009 by The Economic Times, arguably Corporate Indias
pre-eminent
 awards. This award is a recognition of the strides
made by your company
in recent years.

Significant Developments:

Investment in Spice Communications Limited

During the year under review, the company acquired

40.8% stake in Spice
Communications Limited (Spice), having operations in
Punjab and
Karnataka service areas, from MCorp Global
Communications Private
Limited (MCPL), the erstwhile promoters of Spice.
Further, the Company
alongwith TMI India Limited, TMI Mauritius Limited,
Axiata Group Berhad
(formerly known as TM International Berhad) and Green
Acre Agro
Services Private Limited, collectively referred to as
the acquirers
had made a public offer to acquire upto 20% equity
stake in Spice from
other public shareholders. The said offer opened on
September 17, 2008
and closed on October 6, 2008. The acquirers made the
payment on
October 15, 2008 to all the eligible shareholders of
Spice who had
validly tendered their shares under the said offer.
Consequently, the
stake of the Company in Spice stands at 41.09% as of
date at a cost of
Rs. 22,041.87 mn.

The Company has paid a Non-Compete Fee of Rs. 5,439.75

mn to MCPL,
 pursuant to the Non-Compete Agreement entered into as
a part of the
acquisition. Further, pursuant to a separate Scheme of
Arrangement
approved by the Honble High Court of Gujarat at
Ahmedabad on August
31, 2009, the Non-Compete fee paid to MCPL has been
debited to the
Profit and Loss Account and setting off by withdrawal
of equal amount
from the balance in Securities Premium Account, as
explained in the
relevant note to the Accounts.

Your Directors wish to inform that a Scheme of

Amalgamation of Spice
with the Company has been filed with the Honble High
Court of Gujarat
at Ahmedabad by the Company on May 11, 2009.
Similarly, Spice has also
filed the Scheme of Amalgamation with the Honble High
Court of Delhi
at New Delhi on May 17, 2009. The Scheme shall be
effective on and from
the last of the dates on which all the required
approvals are obtained
and the sanctioned Scheme is filed with the Registrar
of Companies at
Ahmedabad and Delhi respectively. The share swap ratio
for the
amalgamation has been fixed at 49 equity shares of the
Company for
every 100 equity shares held in Spice.

De-merger of Licenses

Pursuant to acquisition of Spice, the Company acquired

the operations
 of Punjab and Karnataka service areas. Your Company
already has UAS
Licenses in these two service areas, where no
operations have been
started. Under the circumstances, your Company chose
to demerge these
two UAS Licenses to an entity eligible as per policy.
Consequently,
your Company has filed a Scheme of Arrangement on May
11, 2009 with the
Honble High Court of Gujarat at Ahmedabad to de-merge
these two UAS
Licenses. However, your Company has, subsequent to
this filing, sought
a deferment of the proceedings from the Honble High
Court of Gujarat
at Ahmedabad, pending regulatory clarity on the
subject. As explained
in the relevant note to the Accounts, the carrying
cost of these
licenses as of March 31, 2009 is Rs. 3,585.80 mn.

Preferential Allotment

Your Directors wish to inform you that at the Extra

Ordinary General
Meeting held on July 30, 2008, the members had
approved issuance on a
preferential basis 464,734,670 Equity Shares of face
value of Rs. 10/-
each for cash at a premium of Rs. 146.96 per Equity
Share to TMI
Mauritius Limited (µTMI Mauritius). Pursuant to the
said allotment on
August 12, 2008 and August 13, 2008, the Company
received funds
aggregating to Rs. 72,944.75 mn.
 As per the terms of the Share Subscription Agreement
executed with TMI
Mauritius and others, TMI has been provided certain
rights which have
been duly incorporated in the Articles of Association
of the Company,
including a right to appoint one Director on the Board
of your Company.
Dr. Shridhir Sariputta Hansa Wijayasuriya has been
appointed as a
nominee of TMI Mauritius on the Board of the Company.

De-merger of Passive Infrastructure

Your Directors wish to inform you that the Company had

filed a Scheme
of Arrangement on April 17, 2009 with the Honble High
Court of Gujarat
at Ahmedabad to de-merge its passive infrastructure
assets in the
service areas of Andhra Pradesh, Delhi, Gujarat, Uttar
Pradesh (both
East & West including Uttaranchal), Haryana, Kerala,
Rajasthan and
Mumbai to Idea Cellular Towers Infrastructure Limited
(ICTIL), a wholly
owned subsidiary, with an appointed date of January 1,
2009. Pursuant
to the receipt of the High Court Order(s) and filing
of the same with
the Registrar of Companies on September 29, 2009,
passive
infrastructure in respect of the above mentioned
service areas have
been de-merged from the Company to ICTIL and given
effect to in the
accounts, as explained in the relevant note to the
Accounts.
 -

Roll-out of services in new service areas

Your Directors wish to inform you that, brand !dea has

expanded its
operations from 11 service areas in March, 2008 to 20
service areas in
October, 2009. The Company has launched services in
Mumbai, Orissa,
Tamil Nadu (including Chennai), Jammu & Kashmir,
Kolkata and West
Bengal. In addition, Aditya Birla Telecom Limited, a
wholly owned
subsidiary, launched operations in Bihar (including
Jharkhand) service
area. Subsequent to establishing joint control over
Spice, Punjab and
Karnataka service areas have come under brand !dea.
With the imminent
launch of services in Assam and North East service
areas, your Company,
alongwith its subsidiary and joint venture, will
become a Pan India
operator, befitting its stature and potential.

De-merger of Unified Access Services License of Bihar

(including
Jharkhand) service area from Aditya Birla Telecom
Limited (ABTL) to the
Company

Your Directors wish to inform that your Company is

working towards
including operations of its subsidiary and joint
venture company in its
 own fold. The operations of Punjab and Karnataka
service areas, which
currently are in Spice Communications Limited, are in
the process of
being merged with the Company. On similar lines, the
telecom operations
of Bihar (including Jharkhand) service area which are
currently in
ABTL, a wholly owned subsidiary, are also proposed to
be merged with
the company.

In line with the above, your Board has approved and

filed a Scheme of
Arrangement with the Honµble High Court of Gujarat at
Ahmedabad on
September 24, 2009 for de-merger of the Unified Access
Services License
(UASL) of Bihar (including Jharkhand) service area,
including certain
assets and liabilities from ABTL to the Company.

New products and initiatives

Your Company has made an extensive progress on the

marketing front by
introducing various unique and innovative products and
services across
all service areas of operation. Some major initiatives
are:

To cater to the unique needs of the rural customer,

µKrishi Voucher
was launched in Maharashtra in partnership with
Reuters Market Light
(RML). This service is available exclusively to Idea
subscribers and is
 designed to equip farmers with decision critical
information that is
easy to access and actionable, thus enhancing their
ability to market
their produce.

Idea was the first operator in India to launch Nokia

Life Tools in
association with Nokia. Nokia Life Tools is a rural
VAS product aimed
at enhancing the productivity of the farmers and rural
folks by
providing Mandi Prices, Weather Information and
Agricultural related
information over mobile. The information is district
specific and of
high relevance to the farmers.

Idea has tied-up with Indian Oil Corporation (IOC),

the largest
petroleum company in India, to use their petrol pumps
and gas agencies
for branding and distribution of Idea SIM Cards and
Recharge Vouchers.
Alongwith sale of new activations and Recharge
Vouchers, Idea has
opportunity to display branding across IOCs national
network of petrol
pumps, gas agencies and delivery boys. Similarly Idea
has also tied up
with BPCL to use their gas agencies for branding and
distribution of
Idea SIM Cards & Recharge Vouchers.

-
 International Airtime Transfer, a unique VAS service
was launched,
whereby NRI community can directly recharge the
prepaid mobiles of Idea
subscribers in India through several international
merchants and the
web in Gulf, the USA and UK.

Idea launched µVoice of Idea, an innovative platform

which registers
responses on caller tones. Integrated with the µfor
the people, by the
people ad campaign, it enables Idea subscribers to
greet their callers
with thought provoking questions of public interest.
The subscribers
have responded enthusiastically with over 5 mn votes
being cast.

Idea launched NetSetter Data Cards and Blackberry

solutions to cater to
its data-savy consumer segments. NetSetter is a
GPRS/EDGE compatible
USB data modem to access internet, usable with both
desktops and
laptops with SMS facility. The Blackberry solution
brings together
smart phones, software and services to provide
customers with easy
wireless access to email, phone, calendar, web and
multimedia
applications, as well as of other mobile business and
lifestyle
applications.

-
 As one of Ideas significant VAS activities, the Idea
HPCL - Automated
gas booking solution was initiated and launched by
Idea in Kerala
Circle. This solution is now also launched in Delhi
Circle.

As a significant digital initiative, µZac ± IDEAs

first ever
interactive virtual character was launched in August,
2009. On
visiting the activity micro-site, users are prompted
to make Zac,
fitter and healthier by giving him a 7-day fitness
regime over an
interactive mobile and web integrated interface.

Ideas µFans of Cricket campaign around IPL team Mumbai

Indians
received an excellent response with more than 44 Lac
calls received,
with maximum calls coming on the number alloted to
Sachin Tendulkar.

As Telecom Sponsor of cult youth property - MTV

Roadies,

Idea launched the Idea Mobile Roadie Challenge, a

first of its kind
customer engagement programme designed exclusively for
Idea customers
integrating user experience on Web and Mobile. This
activity won kudos
at the ABBY Awards and EMVIES.

Idea strengthened its brand through a series of media

properties like
Idea Khatron Ke Khiladi-Level 2, Idea Bharat Ki Shaan
on DD, Idea Rocks
India ± 4, Idea IIFA Awards and Idea Filmfare Awards.
To further
strengthen Ideas association with cricket, Idea
sponsored the India -
Sri Lanka Cricket tournament and signed up with IPL
Teams ± Mumbai
Indians as Founding Partner and Delhi Daredevils as a
Principal
Partner.

Idea continued its clutter breaking advertising by

launching 3 new
thematic advertising campaigns: µEducation for all
campaign in July
2008, µDemocracy campaign in December 2008 and µWalk
when you Talk in
June 2009. These campaigns are expressions of Ideas
brand thought ±
µAn !dea can change your life.

Subsidiaries and Joint Ventures

Subsidiaries

Aditya Birla Telecom Limited (ABTL) provides GSM based

mobile services
in Bihar (including Jharkhand) service area, and has a
16% shareholding
 in Indus Towers Limited.

Idea Cellular Services Limited (ICSL) provides

manpower services to the
Company and ABTL.

Idea Cellular Infrastructure Services Limited (ICISL),

is a tower
company owning towers in Bihar, Orissa, Jammu &
Kashmir, Assam and
North East service areas and provides passive
infrastructure Services
in these service areas.

Idea Cellular Towers Infrastructure Limited (ICTIL),

holds towers
de-merged from the Company. ICTIL will subsequently
merge into Indus
Towers Limited.

Swinder Singh Satara and Company Limited (SSS & Co.),

is engaged in the
business of sale and purchase of Data Cards, Mobile
Hand Sets and Fixed
Wireless Phones.

Joint Ventures

Spice Communications Limited (Spice), in which your

Company holds
41.09% stake, provides GSM based mobile services in
Punjab and
 Karnataka service areas and also has NLD/ILD
operations.

Indus Towers Limited (Indus), in which ABTL holds 16%

stake, is a joint
venture between Bharti group, Vodafone Essar group and
the Company
(through ABTL), and provides passive infrastructure
services in 15
service areas.

Your Company had applied to the Central Government

seeking exemption
from attaching the documents referred to in Section
212(1) of the
Companies Act, 1956. In terms of the approval granted
by the Central
Government under Section 212(8) of the Companies Act,
1956, a copy of
the Balance Sheet, Profit and Loss Account, Reports of
the Board of
Directors and Auditors of the subsidiaries for year
ended March 31,
2009 have not been attached with the financial
statements of your
Company. However, the annual accounts of the
subsidiary companies will
be made available to the shareholders of the Company
and of the
subsidiary companies, who seek such information at any
point of time
and are also open for inspection by any shareholders
at the Registered
Office of the Company and of the concerned subsidiary
companies. The
statement pursuant to the approval under Section
212(8) of the
Companies Act, 1956, forms part of the Annual Report.

Fixed Deposits
 Your Company does not accept or hold any deposits and,
as such, no
amount of principal or interest on fixed deposits was
outstanding on
the date of the Balance Sheet.

Corporate Governance

Your Directors reaffirm their continued commitment to

good corporate
governance practices. Your Company adheres to all
major stipulations in
this regard as provided in Clause 49 of the Listing
Agreement which
relates to Corporate Governance. A detailed report on
the Corporate
Governance, together with, a certificate from
Statutory Auditors forms
part of this report.

Board of Directors

Mr. M.R. Prasanna and Mr. Saurabh Misra, Directors

resigned from the
Board of your Company with effect from October 1, 2008
and October 26,
2009 respectively. The Board places on record its
sincere appreciation
for the valuable guidance and contribution made by Mr.
M.R. Prasanna
and Mr. Saurabh Misra in the deliberations of the
Board during their
respective tenures.

Dr. Rakesh Jain was appointed as a Non-Executive

Director on the Board
of your Company w.e.f. October 26, 2009 to fill in the
casual vacancy
 caused by resignation of Mr. Saurabh Misra. As per
the provisions of
Section 262 of the Companies Act, 1956, Dr. Rakesh
Jain holds office as
a Director only till the date of the ensuing Annual
General Meeting
i.e. the date upto which Mr. Saurabh Misra in whose
place he has been
appointed would have held the office.

Mr. R.C. Bhargava and Mr. P. Murari were appointed as

Additional and
Independent Directors of the Company with effect from
October 20, 2008.
Dr. Shridhir Sariputta Hansa Wijayasuriya was also
appointed as an
Additional Non-Executive Director of the Company with
effect from
October 20, 2008. As per the provisions of Section 260
of the Act, they
will hold office upto the date of the ensuing Annual
General Meeting of
the Company.

Your Company has received notices under Section 257 of

the Act together
the requisite deposit, in respect of the above persons
proposing their
appointment as Directors of the Company.
Resolution(s) seeking
approval of the Members for the appointment of Dr.
Rakesh Jain, Mr.
R.C. Bhargava, Mr. P. Murari and Dr. Shridhir
Sariputta Hansa
Wijayasuriya as Directors of the Company have been
incorporated in the
Notice of the ensuing Annual General Meeting together
with their brief
resume(s).
 Mr. Kumar Mangalam Birla, Mr. Mohan Gyani and Mr. Gian
Prakash Gupta
retire from office by rotation, and being eligible,
offer themselves
for re-appointment at the ensuing Annual General
Meeting of the
Company. Brief resume of the Directors proposed to be
re-appointed as
required under Clause 49 of the Listing Agreement are
provided in the
Notice of the Annual General Meeting forming part of
this Annual
Report.

Conservation of Energy, Technology Absorption, Foreign

Exchange
Earnings & Outgo

The particulars as required to be disclosed pursuant

to Section 217(1)
(e) of the Companies Act, 1956, read with the
Companies (Disclosures of
Particulars in the Report of Board of Directors)
Rules, 1988, are given
in the Annexure forming part of this Report.

Particulars of Employees

In accordance with the provisions of Section 217(2A),

read with the
Companies (Particulars of Employees) Rules, 1975, the
names and other
particulars of employees are to be set in the
Directors Report, as an
addendum thereto. However, as per the provisions of
Section
219(1)(b)(iv) of the Companies Act, 1956, the report
and accounts, as
therein set out, are being sent to all the members of
the Company
 excluding the aforesaid information about employees.
Any member, who is
interested in obtaining such particulars about
employees, may write to
the Company Secretary at the Registered Office of the
Company.

Directors Responsibility Statement

Your directors affirm that the audited accounts

containing financial
statements for the financial year 2008-09 are in
conformity with the
requirements of the Companies Act, 1956. They believe
that the
financial statements reflect fairly the form and
substance of
transactions carried out during the year and
reasonably present the
Companys financial condition and results of
operations.

Pursuant to Section 217(2AA) of the Companies Act,

1956, the Directors
confirm that:

a) in the preparation of the annual accounts, the

applicable accounting
standards have been followed other than the accounting
treatment for
the Court approved Scheme(s) of Arrangement which have
been explained
in the relevant notes to the Accounts;

b) the accounting policies have been applied

consistently and judgments
and estimates made are reasonable and prudent, so as
to give a true and
fair view of the state of affairs of the Company at
the end of the
 financial year and of the profit of the Company for
that period;

c) proper and sufficient care has been taken to the

best of their
knowledge and belief for the maintenance of adequate
accounting records
in accordance with the provisions of the Companies
Act, 1956, for
safeguarding the assets of the Company and for
preventing and detecting
fraud and other irregularities;

d) the annual accounts have been prepared on a going

concern basis.

Corporate Social Responsibility

The Company is a responsible corporate citizen, and

strives to give
back to the community it operates in. The Corporate
Social initiatives,
which the Company has identified and implemented are
as under:

IIM Ahmedabad ± Idea Telecom Centre of Excellence

Your Directors wish to inform that, your Company has

entered into a
tripartite agreement with the Indian Institute of

Management, Ahmedabad (IIMA) and the Department of

Telecommunications
(DoT), to set-up a Telecom Centre of Excellence at the
campus of IIMA
known as IIMA Idea Telecom Center of Excellence
(IITCOE). This Centre
 of Excellence focuses on the areas of telecom
policies, governance,
regulation and management, especially marketing and
customer care.

IITCOE will Identify and capture best practices across

countries; will
enhance human capital through training and teaching
programs for policy
makers, regulators and the industry; will bring fresh
insights from
other countries in telecom and in related sectors, and
will find
solutions to Indias specific situation, especially in
the development
of rural telephony.

Pocket PCO project

Your Company alongwith International Finance

Corporation (IFC), a
member of The World Bank Group, has taken an
initiative for designing
and implementing a Pocket PCO program in India.

Idea Pocket PCO is easy to use mobile phone that comes

with a special
Idea SIM having PCO software embedded in it. The
device can be used by
the individual as a mobile phone for personal use and
as a PCO for
business opportunity. The project will help rural
micro-entrepreneurs
to create pocket Public Call Offices (PCOs) in Indias
under-served
areas. The focus is to provide access to telephony
services in rural
 communities, while creating income generating
opportunities. Your
company is committed to help people to improve their
lives by providing
high quality access to telecommunications.

FICCI-Aditya Birla CSR Centre for Excellence

For the purposes of creating greater awareness and

promoting Corporate
Social Responsibility (CSR), as a part of the
corporate mission and
values, the Federation of Indian Chambers of Commerce
and Industry
(µFICCI), your Company and other group companies of
the Aditya Birla
Group, viz., Hindalco Industries Limited, Grasim
Industries Limited,
Aditya Birla Nuvo Limited and Essel Mining and
Industries Limited have
set-up a CSR Centre called as µFICCI-Aditya Birla CSR
Centre for
Excellence. The object of setting-up the Centre,
amongst others, is to
create and develop the culture and concept of CSR
among corporates,
businesses, industries, organizations as well as other
institutions,
which benefit employees, their families and the
society at large
through welfare and training programs.

Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants

retire as
Statutory Auditors of the Company at the conclusion of
the ensuing
 Annual General Meeting. The Statutory Auditors have
confirmed their
eligibility and willingness to accept the office on
re-appointment. The
necessary resolution seeking your approval for re-
appointment of
Statutory Auditors has been incorporated in the Notice
convening the
Annual General Meeting.

Auditors Report and Notes to Accounts

The Board has duly reviewed the Statutory Auditors

Report on the
Accounts. The notes forming part of the accounts
referred to in the
Auditors Report of the Company are self explanatory
and do not call for
any further explanation under Section 217(3) of the
Act.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year

under review, in
accordance with the Listing Agreement requirements is
presented in a
separate section forming part of this Annual Report.

Appreciation

Your Directors wish to convey their appreciation to

all customers,
promoters, lenders, trading partners, suppliers and
the Government
Authorities for their invaluable support and look
forward to continued
support in future. Your Directors wish to place on
record their
 appreciation to employees at all levels for their hard
work, dedication
and commitment, which has enabled the company to march
ahead.

For and on behalf of

the Board
Place: Mumbai Kumar
Mangalam Birla
Date: October 27, 2009
Chairman