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AIRCEL
TENTH ANNUAL REPORT
2004-05
AIRCEL LIMITED
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AIRCEL LIMITED TENTH ANNUAL REPORT INFORMATION ON BOARD OF DIRECTORS & OTHER PARTICULARS
Board of Directors
Mr A Subramanian, Director Mr V Selvaraj, Director Mr V Srinivasan, Director Mr KVP easkaran, CEO & Whole-time Director Mr MR Radhakrishnan, Nominee Director of IDBl
Audit Committee -
Mr v Selvaraj, Chairman A Subramanian Mr v Srinivasan Mr KVP Baskaran Mr MP Radhakrishnan
Company secretary
Mr M Suresh
Auditors
M/s Brahmayya & Co. Chartered ants Andhra insurance Buildings 156, Thambu Chetty street Chennai 600 001
ed Office
Aircel Limited "Sterling Tower" 327, Anna Salai Teynampet Chennai 600 006 Tel: (044) 2431 3001 Fax: (044) 2431 3036
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AIRCEL AIRCEL LIMITED ed Office: 'Sterling Tower', 327, Anna Salai Teynampet, Chennai 600 006
NOTICE Notice is hereby given that the TENTH Annual General Meeting of the of AIRCEL LIMITED will be held on Thursday, 2nd June 2005 at 9.00 AM, at the ed Office of the Company at 'Sterling Tower', 327, Anna Salai, Teynampet, Chennai 600 006, to transact the following business:
Ordinary Business: 1. To consider and adopt the Audited Balance Sheet as at 31st March 2005, Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr A Subramanian, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr V Srinivasan, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint Messrs. Brahmayya & Co., Chartered ants, Chennai, the retiring Auditors of the Company, as the Auditors of the Company, who shall 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: 5. To consider, and if thought fit, to with or with out modification(s), the following resolution(s) as an Ordinary Resolution: RESOLVED that pursuant to the provisions of Section 269, Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956, consent of the of the Company be and is hereby accorded for the re-appointment of Mr KVP Baskaran as the Chief Executive Officer & Whole-time Director of the Company for a further period of five years from 1st July 2005 to 30th June 2010 on the and conditions set-forth hereunder:
CERTIFIED TRUE COPY AGM NOTICE - 2005
Aircel Limited 5th Floor, Spencer Plaza, 769, Anna Saiai, Chennai - 600 002 Ph: 91-44-28490849 Fax: 91-44-28496769 Regd. Office : "Sterling Tower", 327, Anna-Salai, Teynampet, Chennai - 600 006 Ph: 91-44-24313001 Fax: 91-44-24313036 www.reportjunction.com
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AIRCEL Remuneration: Perquisites not included in CTC:
Not exceeding Rs.36 lacs per annum including perquisites (Cost to the Company). i) Facility of Car at Chennai for official purposes. ii) Facility of Car at Coimbatore for touring various places within Tamilnadu and Pondicherry for official purposes.
RESOLVED FURTHER that Mr KVP Baskaran shall be a Director retiring by rotation and on his appointment immediately after such retirement by rotation, he shall continue to hold his office of Whole-time Director and such re-appointment shall not be deemed to constitute a break in his appointment as Whole-time Director. By Order of the Board of Directors
Chennai 30th May 2005
M SURESH Company Secretary
AGM NOTICE - 2005
Aircel Limited 5th Floor, Spencer Plaza, 769, Anna Salai, Chennai - 600 002 Ph: 91-44-28490849 Fax: 91-44-28496769 Regd. Office : "Sterling Tower", 327, Anna/Salai, Teynampet, Chennai - 600 006 Ph: 91 -44-24313001 Fax: 91-44-24313036 www.reportjunction.com
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AIRCEL NOTES: 1. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the special business is attached. 2. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The instrument appointing proxy should, however, be deposited at the ed Office of the Company not less than forty-eight hours before the commencement of the Meeting. 3. Shareholders are requested to bring their copy of Annual Report to the Meeting. 4. / Proxies are requested to fill up the Attendance Slip for attending the Meeting. 5. who hold shares in dematerialised form are requested to write their Client ID and DP ID numbers and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the Meeting. 6. All documents referred to in the accompanying Notice are open for inspection at the ed Office of the Company during office hours on all working days, except Saturdays and holidays, between 11.00 AM. and 1.00 PM upto the date of the Annual General Meeting. 7. Corporate are requested to send a duly certified copy of the Board Resolution authorising their representative to attend and vote at the Annual General Meeting.
By Order of the Board of Directors
Chennai 30th May 2005
M SURESH Company Secretary
AGM NOTICE - 2005
Aircel Limited 5th Floor, Spencer Plaza, 769, Anna Salai, Chennai - 600 002 Ph: 91-44-28490849 Fax: 91-44-28496769 Regd. Office : "Sterling Tower", 327, Anna/Salai, Teynampet, Chennai -600006 Ph: 91-44-24313001 Fax:91-44-24313036 www.reportjunction.com
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AIRCEL Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 Item No.5 Mr KVP Baskaran was re-appointed as the Chief Executive Officer and Whole-time Director of the Company at the seventh Annual General Meeting of the Company held on September 30, 2002. Mr KVP Baskaran was re-appointed for three years till June 30, 2005. The remuneration payable to Mr Baskaran was approved on the following scale: Remuneration:
Not exceeding Rs.24 lacs per annum including perquisites (Cost to the Company)
Perquisites not included in CTC:
i) Facility of Car at Chennai for official purposes ii) Facility of Car at Coimbatore for touring various places within Tamilnadu and Pondicherry for official purposes.
This remuneration was revised to Rs.36 lacs with other and conditions remaining the same, by the of the Company at the Extra-ordinary General Meeting (EGM) of the Company held on 25th October 2004. The term of office of Mr KVP Baskaran is due to expire on 30th June 2005. It is now proposed to re-appoint Mr KVP Baskaran as the Chief Executive Officer & Whole-time Director for another period of five years with effect from 1st July 2005 to 30th June 2010. It is proposed to re-appoint Mr KVP Baskaran on the same remuneration as was approved by the of the Company at the EGM held on 25th October 2004. Mr KVP Baskaran, who is M.Tech. and MBA had been instrumental in setting up the state of the art telecom network in the Tamilnadu Telecom circle and in successfully running the same during the last 8 years of service with the Company. During his tenure the Company had been consistently improving its revenues and profits. The Board of Directors of the Company, had at their meeting held on 30th May 2005 ed a resolution for the said re-appointment of Mr KVP Baskaran, subject to the approval of the at the Annual General Meeting. Accordingly, the approval of the is sought for the re-appointment of Mr KVP Baskaran as the Chief Executive Officer & Whole-time Director for another period of five years with effect from 1st July 2005. Your Directors recommend the Resolution for your approval.
AGM NOTICE - 2005
Aircel Limited 5th Floor, Spencer Plaza, 769, Anna Salai, Chennai - 600 002 Ph: 91-44-28490849 Fax: 91-44-28496769 Regd. Office : "Sterling Tower", 327, Anna-Salai, Teynampet, Chennai - 600 006 Ph: 91 -44-24313001 Fax: 91-44-24313036 www.reportjunction.com
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AIRCEL Interest of Directors None of the Directors of the Company, except Mr KVP Baskaran may be deemed to be concerned or interested in the above resolution. Documents for Inspection The Memorandum and Articles of Association of the Company would be available for inspection of the during the course of the Meeting. The and conditions of appointment of the CEO & Whole-time Director will be available for inspection of during the Meeting.
By Order of the Board of Directors
Chennai 30th May 2005
M SURESH Company Secretary
AGM NOTICE - 2005
Aircel Limited 5th Floor, Spencer Plaza, 769, Anna Salai, Chennai - 600 002 Ph: 91-44-28490849 Fax: 91-44-28496769 Regd. Office : "Sterling Tower", 327, Anna-Salai, Teynampet, Chennai - 600 006 Ph: 91 -44-24313001 Fax: 91-44-24313036 www.reportjunction.com
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Aircel Limited
DIRECTORS' REPORT
To the of AIRCEL LIMITED Your Directors are pleased to present the Tenth Annual Report of your Company for the year ended 31st March 2005. Financial Results The financial results of the Company for the year ended 31st March 2005 and a comparison of the same with the performance during the previous year are given below: (Rs. in Millions) Particulars Operating Revenues Operating expenses EBIDTA Finance Charges Non-cash expenditure Net income from operations Income from other operations PBT
Provision for Tax Profit After Tax Cash Profit
Year ended 31st March 2005
Year ended 31st March 2004
3,556.61 1,780.82 1,775.79 360.74 587.20 827.85 32.54 860.39 67.54 792.85 1,380.05
2,463.24 1,328.95 1,134.29 420.29 493.76 220.24 26.59 246.83 19.00 227.83 721.59
Your Directors are pleased to inform you that your Company has recorded Net Profit After Tax (PAT) for the fourth year in succession. Profit After Tax for the year was Rs.792.85 million as compared to Rs.227.83 million the previous financial year representing a growth of 248%. Operating Revenues during the year grew by 44% compared to the previous year. There was a significant increase in the net profit for the year, mainly due to increased revenues that was attributable to substantial growth of subscribers. The increase in profit was also on of significant reduction in finance charges due to reduction of interest rates on major term loans and Non-convertible Debentures of the Company. Depreciation for the year has increased due to the increased capital expenditure on of network expansions carried out during the year. Dividend Your Directors do not recommend any dividend on the equity shares for the year.
CERT1FEO TRUE COPY Directors Report - 2005
For Aircel Limited
Company Secretary
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Aircel Limited
OPERATIONS & NETWORK
During the year under review, your Company undertook various network expansion activities to cater to the growing needs of subscriber base. Your Company installed two new Mobile Switching Centres (MSC), one each at Coimbatore and Madurai. The total switch capacity of your Company was increased to 39,200 Erlangs from 34,200 Erlangs last year. During the year 125 new base stations were installed. Your Company extended its coverage in additional 130 new towns, taking the total number of towns covered to 330. Your Company had also installed a new Short Messaging Service (SMS) server that can serve upto 700 messages per second. Your Directors are pleased to report that Company's Phase III expansion programme was successfully completed during the year. Your Company embarked upon Phase IV expansion, which would be completed by June 2005. This would increase the Switch capacity apart from offering better quality of service and providing coverage in hitherto uncovered towns in the Circle. This expansion will also help the Company in offering General Pocket Radio Service (GPRS) to its subscribers. Your Company currently has seven Mobile Switching Centres (MSC), Seventeen Base Station Controllers (BSC) and 562 Base Transceiver Stations (BTS) across its network. The year saw phenomenal growth in the subscriber base of your Company. Your Directors are pleased to report that for the fourth year in succession, your Company has retained its market leadership with 35% share in the mobility market. The total number of subscribers as at 31st March 2005 was 1,214,010 as against 713,371 during the last year, thus ing an increase of 70%.
Marketing During the year, the focus of your Company was on increasing its post-paid market share apart from consolidating its prepaid leadership position. Your Directors are pleased to report that various marketing initiatives of the Company during the year were well received in the market as is reflected in the growth of subscribers.
Dealer Network The number of Post-paid dealers as at 31st March 2005 was 146 and the Pre-paid distributors were 54. The number of ed Pre-paid retailers as at the close of the financial year was 17,775. To increase the Company's reach in the Circle, your Company has been taking various measures to identify and appoint dealers who could market the Company's products aggressively to steer clear of competition. Your Company also appointed new agents in towns that have been newly covered by the Company's network.
Directors Report - 2005
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Aircel Limited
Accolades Your Directors are pleased to inform you that in a survey conducted by the International Data Corporation (IDC), your Company has been rated as No.l among all mobile operators in India in of overall satisfaction. In the rating, your Company has scored 97 points on a 100-point satisfaction scale, clearly crossing the Telecom Regulatory Authority of India (TRAI) benchmark of 95 per cent. In another survey viz. "Mobile s Satisfaction Survey 2004" conducted by Voice & Data, a leading publication in the communications sector, your Company has been rated as the No.l operator in of overall satisfaction. The survey places "Aircel" at the top of the table comprising of 15 operators (including 9 GSM operators) across the nation with 97% satisfaction levels against the industry average of 85.80%. Your Directors would like to reassure you of the Company's commitment to providing top quality service at affordable rates and setting new benchmarks and striving to achieve the same. Directors Mr A Subramanian and Mr V Srinivasan, Directors, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Mr KVP Baskaran, Chief Executive Officer & Whole-time Director of the Company retires from his office on 30th June 2005. Your Directors have proposed reappointment of Mr KVP Baskaran as the Chief Executive Officer & Whole-time Director of the Company for a further period of five years from 1st July 2005 to 30th June 2010, subject to the approval of the at the ensuing Annual General Meeting. The said appointment of Mr KVP Baskaran has been included as a Special Business in the Notice convening the Annual general Meeting of the Company. Disclosure as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 In of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish the required details below: (a) Disclosure of Particulars pertaining to Conservation of Energy is not applicable to the Company; (b) Research and Development (R&D): The Company has not incurred any expenditure on Research & Development. (c) Technology Absorption: The Company has not imported any technology during the year. (d) Foreign Exchange Earnings and Outgo: During the period under review, your Company earned foreign exchange amounting to Rs.31.33 millions. The Foreign Exchange outgo during the period was Rs.428.42 millions.
Directors Report - 2005
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