Dialog Axiata PLC

Annual Report 2011

Dialog Axiata PLC

No. 475, Union Place, Colombo 02, Sri Lanka.
Tel: +94 777 678 700

website: www.dialog.lk
Dialog Axiata PLC Annual Report 2011
 OUR VISION
To be the undisputed leader in the provision of multi-sensory
connectivity resulting always, in the empowerment and enrichment
of Sri Lankan lives and enterprises.

CONTENTS
Message from the Chairman 02
Group Chief Executive’s Review of Operations 04
Board of Directors 12
Business and Financial Review 16
Corporate Governance Report 29
Report of the Board Audit Committee 40
DIAL Share Information 44

Financial Reports
Annual Report of the Board of Directors 52
The Statement of Directors’ Responsibility 58
Independent Auditor’s Report 59
Consolidated Balance Sheet 60
Consolidated Income Statement 61
Consolidated Statement of Changes in Equity 62
Consolidated Cash Flow Statement 64
Notes to the Consolidated Financial Statements 65
US Dollar Financial Statements 111
Group Value Added Statement 113
Five Year Summary 114
Group Real Estate Portfolio 115
Notice of Annual General Meeting 116
Administrative Details for the 15th Annual General Meeting 117
Form of Proxy (Enclosed)

This Annual Report is

Carbon Neutral

This Dialog Axiata PLC Annual Report has been produced

by Smart Media - The Annual Report Company whose
greenhouse gas emissions resulting from the designing,
production, project management, usage of paper and other
raw materials, printing and transportation are offset using
verified carbon offsets.
Introduction to the Company
Dialog Axiata PLC (‘Dialog’), a subsidiary of the Axiata Group Berhad, is Sri Lanka’s
Mobile Telephony Market Leader and is one of the largest companies on the Colombo
Stock Exchange in terms of market capitalisation. Dialog operates Sri Lanka’s largest
telecommunications infrastructure spanning all provinces of the country and extends 2.5G
mobile and 3.5G High Speed Broadband services to a subscriber base exceeding 7.5 Mn
Sri Lankans. The Company holds the distinction of being the first service provider in South
Asia to launch 3G and HSPA+ services. In addition to its core business of mobile telephony,
Dialog operates a wide array of International Telecommunications services and is also the
country’s largest Tele-Infrastructure provider with a service portfolio spanning Passive
Infrastructure and Fibre Optic and Radio Based Transport services.

Building on its strengths of leadership in the mobile market and expansive telecommunication
infrastructure footprint, Dialog has through wholly-owned subsidiaries Dialog Broadband
Networks (DBN) and Dialog Television (DTV), successfully expanded its service portfolio
to achieve a Quad-Play formulation spanning Mobile and Fixed Telephony, Broadband and
Digital Television Services. DTV is a direct-to-home digital satellite television service which
extends a broad array of international and local television content to Sri Lankan households.
DBN supports a range of Fixed Telephony and Broadband services and is also a provider of
advanced data and networking services.

Axiata’s and Dialog’s investments in Sri Lanka total to over One Billion USD and have lead to
the Company being recognized as the largest Foreign Direct Investor (FDI) in the country.
Dialog is an ISO 9001 certified company and has, over the years been decorated with a
wide array of local and international awards including but not limited to the National Quality
Award, Sri Lanka’s Business Excellence Award and 3 successive GSM World Awards. The
Company has also earned the distinction of being ranked No. 1 on Sri Lanka’s Corporate for
Accountability Ratings 3 years in succession, being consistently placed among the Top 3 most
respected entities in the country, and being voted by telecommunication consumers as the
winner of the Peoples Award for the most preferred telecommunication brand in Sri Lanka.

Company website: www.dialog.lk

02 Dialog Axiata PLC | Annual Report 2011

Message from the Chairman

My Dear Shareholders,

We entered 2011 following a period of profound change and transformation and an uniquely
successful turnaround of financial fortunes. We began this year with a single-minded focus on
consolidating our leadership in the market place in tandem with solidifying our re-engineered
business processes and structural formulation. I am happy to report that we have achieved both
these objectives and that your Company delivered yet another year of excellent performance.

The Group generated a net profit of Rs. 5.4 Bn for the financial year 2011 (Rs. 5.0 Bn in
financial year 2010) - a growth of 6% YoY (year on year). This performance translates to
earnings per share of 65 cents - up 10% from 59 cents in the previous year. Underlying
robust profitability at the bottom line was a stellar performance with respect to turnover
(Revenues grew by 10% YoY to be recorded at Rs. 45.6 Bn) and Earnings before Interest,
Taxation, Depreciation and Amortisation (EBITDA) - recorded at Rs. 16.4 Bn for the year
2011 up 9% relative to the previous year. The Dialog Group continues to be the undisputed
leader in Sri Lanka’s mobile telephony sector and also commandeers leadership positions in
Digital Television, International Services and Tele-Infrastructure Services. The Group continues
to make robust gains in terms of growth and consumer adoption with respect to fixed
telecommunications services.

The Board is happy to propose for your consideration, a full year dividend of 25 cents per share -
up 25% from the previous year dividend per share of 20 cents. I am happy to report that our
incessant focus on the fundamentals - management of costs, optimising cash and leveraging
our competencies to excel in the market place in tandem with an inclusive business credo has
 Annual Report 2011 | Dialog Axiata PLC 03
Message from the Chairman

delivered results and has led to the further consolidation and strengthening of the Group’s Balance
Sheet. Further details of the Group’s financial performance are set out in the Business Review.

Having strengthened the foundations of our business, we are looking ahead with confidence.
Financially, we aim to continue to generate profitable revenue growth and increase our ROIC
(Return on Invested Capital). To do this, we need to deepen further our relationships with
our most valued asset our customers, ensuring we deliver value through providing best in
class services. We shall continue to foster a culture that delivers performance and pursuing
efficiencies relentlessly across all areas of our business with a specific focus on returns and risk
management across our growing portfolio of ICT businesses.

Whilst with a focus to deliver our valued shareholders’ immediate needs, we are also
relentlessly planning for the future. Our aggressive investments in core telecommunications
infrastructures such as Optical Fibre Networks and Mobile and Fixed High Speed Broadband
technologies demonstrates our commitment to propelling Sri Lanka’s ICT infrastructure to
its next phase of advancement. The recent initiative to further strengthen our Enterprise,
Broadband and Fixed Line Business through the acquisition of a fixed line operator bears
witness to your Company’s determination to consolidate its position as a service provider
which meets the multifarious connectivity needs of a wider range of consumer segments with
high quality and cutting edge solutions.

We are also singularly determined to embed in our business operations a keen focus on
Dialog’s long-term sustainability - environmentally and socially, as well as economically. This
year, your Company extended its corporate accountability credo by embarking on a ambitious
project to connect a further 1,000 schools to Nenasa TV, Sri Lanka’s first Digital Television and
Broadband-based education bridge.

New Board Member

I would like to introduce James Maclaurin who joined our board as a Non-Executive,
Non-Independent Director on 10th May 2011. James brings over 18 years experience in the
discipline of finance to the Company.

My Profound Thanks
I like to extend my profound gratitude to our shareholders of the Company, our customers and
business partners for extending their unstinted support during the past year. I would also like
to thank Dr. Hans Wijayasuriya and the senior management team of the Company for leading
and guiding ‘Team Dialog’ through an year that delivered greater triumphs to our Company.
I would also like to take this opportunity to thank my fellow Board members for their
encouragement and wisdom, and the Government of Sri Lanka and the regulatory bodies, in
particular the TRCSL, for their continued support and guidance.

Datuk Azzat Kamaludin

Chairman

30th March 2012

04 Dialog Axiata PLC | Annual Report 2011

Group Chief Executive’s

Review of Operations

We entered the Year 2011 on the crest of a buoyant rebound in corporate performance
which in turn was founded on a transformed and rejuvenated Dialog. Encouraged and
emboldened by the performance outcomes of the previous year, we were unwavering
in our resolve to consolidate our success to yield a robust and reinvigorated platform for
growth endowed with sustainability for the future. In line with this aspiration, I am happy
to report that your Company registered a growth of 6% in Group earnings to record a Net
Profit after Tax (NPAT) of 5.4 Bn for the Financial Year 2011. Robust growth at the bottom
line was fuelled by 10% growth in Group revenues (recorded at 45.6 Bn for FY 2011),
supplemented by enhanced cost performance, and growth in Group EBITDA (Earnings
before Interest, Tax, Depreciation and Amortisation) by 9% to reach Rs. 16.4 Bn for FY 2011.
The Group EBITDA margin was recorded at 36%.

Our resolve for 2011 transcended that of invigorating the Company’s growth trajectory
to include that of consolidating and extending our leadership as Sri Lanka’s premier
connectivity provider, across the multiple ICT sectors in which we operate. I am happy
to report that during the course of 2011, Dialog made substantial market gains across
all its businesses. A clear leader in Sri Lanka’s mobile telephony sector, Dialog delivered
robust outcomes with respect to subscriber acquisition, network development and service
 Annual Report 2011 | Dialog Axiata PLC 05
Group Chief Executive’s Review of Operations

excellence. Dialog also consolidated its leadership in the country’s Digital Pay Television,
International Telecommunications and Tele-Infrastructure sectors with segment growth
rates in excess of 20%. The Group also consolidated and grew its presence in the Fixed
Telecommunications sector making penetrative inroads into Enterprise and Small Business
Markets.

Throughout the year 2011, we were steadfast in our commitment to excel in the market
place as well as deliver an unparalleled customer experience to Sri Lankan consumers. I am
proud to report that consumers of telecommunications services through a nationwide
preference survey conducted by AC Nielsen in association with the Sri Lanka Institute of
Marketing, voted Dialog as the Telecom Brand of the Year 2011.

Transformation and Innovation

I concluded my review last year alluding to the fact that your Company was powerful
but agile, rich with knowledge and experience, but innately welcoming of change
and transformation. Accordingly, we concluded the year 2010 deeply committed to
continuously transform and reinvent our business ahead of dynamics in the economic and
competitive order, and to strive for a level of performance and competence well-beyond
that which we had achieved. In line with this statement of resolve we continued to seek out
and execute transformation and performance improvement initiatives designed to enhance
the capacity of the Company to deliver customer and shareholder value, accelerate
development and innovation, and extend our competitive advantage in the market place.

During the First Quarter of 2011, we took to completion a beachhead initiative with respect
to the structural transformation of our service delivery process through the launch of
Firstsource-Dialog Solutions (FDS). This joint venture with Firstsource - India’s largest
public listed BPO, served to establish specific focus on the efficacy of our contact centre
operations. As an outcome of the structural transformation, Dialog retains 26% of FDS, a
Company which is now billed to be among Sri Lanka’s largest IT Enabled Service operations,
with aggressive growth aspirations looking forward. In tandem with re-engineering contact
centre operations, the Company also re-engineered key partner relationships with world
class telecommunications infrastructure providers including those with Huawei and Ericsson,
to optimise and accelerate the aggressive infrastructure development programmes of
the Group. Infrastructure development during 2011 was centred on the build out of a
nationwide Fibre Optic Backbone and the expansion of the Group’s GSM, 3.5G HSPA, CDMA
and WiMAX service footprint across all provinces of the country. Throughout the year,
structural transformation and development enablement was supplemented with a keen
focus on a wide range of tactical cost rescaling initiatives which collectively and in tandem
with structural transformation succeeded in strengthening and consolidating process cost
structures, competitive levers and growth drivers of the Group.
06 Dialog Axiata PLC | Annual Report 2011
Group Chief Executive’s Review of Operations

In line with our resolve to match our corporate strength and momentum, with agility and
innovation as espoused in our brand promise of ‘The Future Today’, the Dialog Group made
aggressive but calculated investments towards the expansion of its market leading portfolio
of value added products and services. During the course of 2011, we continued to lever our
innate forward-looking organisational culture to deliver a wide range of socially innovative
and inclusive ICT services. Dialog’s growing portfolio of life enhancing services spanning
Mobile, Broadband, Fixed Line and Digital Television service delivery platforms will continue
to drive ICT service adoption in Sri Lanka through an ethos of maximising Affordability,
Availability, Applicability (Relevance) and Cultural Affinity. Dialog is clearly mindful of the
delicate balance that it needs to strike in delivering business growth, whilst simultaneously
achieving development outcomes that are ultimately equitable and sustainable. Dialog’s
new product portfolio and continuous innovation focus is expansive in its coverage of
consumer segments ranging from Enterprise and SME solutions, through cutting edge
Executive Productivity enablement, to life enhancing services which serve to empower
consumer segments spanning the middle and bottom strata of the socioeconomic pyramid.

Driven by the objective of building sustainability for the future, Dialog continued to lead
in its focus on establishing a best in class portfolio of Technology, Process and Knowledge
platforms to support the ongoing expansion and advancement of its business. In 2011,
Dialog secured the distinction of being the first service provider in South Asia to establish a
4G LTE Pilot network. Dialog also made robust progress with respect to the acceleration of
its Fibre Optic network build out, ongoing Internet Protocol (IP) transformation programme,
and the expansion of International Telecommunications capacities to meet the burgeoning
demand for Broadband services.

During the fourth quarter of the year 2011, the Dialog Group set forth to supplement its
portfolio of organic growth strategies with a focus on inorganic expansion through the
commencement of a process to acquire Suntel Ltd., Sri Lanka’s premier provider of Fixed
Line and Broadband services. Whilst our Fixed Line, Enterprise and SME businesses had
made penetrative progress over the past years, we deemed it a strategic imperative to
gain a stronger (2nd Player) foothold in the related market segments on an accelerated
basis. We are confident that the combined strengths of Suntel and Dialog in Fixed
Telecommunications and Broadband services would put in place a robust platform for
growth in the related sectors, in close synergy with the market leading business segments
of the Dialog Group.
 Annual Report 2011 | Dialog Axiata PLC 07
Group Chief Executive’s Review of Operations

The Economy and Industry

In the Year 2011, Sri Lanka’s 60 billion dollar economy continued to be resilient and
somewhat immune to the exigencies of the global environment. The GoSL sustained its
focus on the execution of a cohesive and progressive development policy framework
making way for large-scale infrastructure and rebuilding projects across the island,
strengthening the case for the expansion of local and foreign direct investments. The
focus on infrastructure development has been supplemented with a well-founded fiscal
management policy which has successfully maintained inflation at moderate levels resulting
in the expansion of disposable income available for consumption across telecommunications
and infotainment sectors. The enlivening of consumer spending on goods and services has
similarly helped the wider corporate sector to achieve sustainable profitability.

We believe that the country’s economic resurgence is fundamentally sustainable and that
it possesses the momentum to drive catalytic growth well into the future. The resurgence
in the corporate sector was captured in the country’s forward economic momentum as the
economy grew by over 8% in 2011. The Industrial sector recorded growth of 10.5%, while
the service sector grew by 8.7% in the first 3 quarters of 2011.

The programme of incremental structural correction with respect to the National Economy
was further espoused through the National Budget for FY 2011. The simplification of
taxation across multiple sectors attracted wide acclaim. With specific reference to
Telecommunications, the Zero Rating of the sector with respect to Value Added Taxation
delivered the positive and negative impacts respectively, of eliminating VAT on capital
imports, whilst simultaneously triggering a substantial escalation in operating costs due
to the non-recoverability of VAT on local inputs. The simplification of consumer taxation
with respect to telecommunications services brought with it the reduction in cumulative
indirect taxes on telecommunications services from 31.31% to 22.45%. The resulting fillip
to the affordability of telecommunications services served to compensate in part, for the
expansion of input costs due to the non-recoverability of VAT.

The sector-specific regulatory environment implemented under the aegis of the

Telecommunications Regulatory Commission of Sri Lanka continued to enable and facilitate
the consolidation of a sustainable techno-economic industry framework, steering safely
away from the value destructive market environments of 2007-09. As predicted and opined
in my review last year, the portfolio of strategies and policies adopted by the regulator
in 2010, featuring in the main the floor price and interconnect regimes, served to deliver
consumer as well as sector benefits during the past year. During the course of 2011, mobile
subscriptions increased 5.5% to 18.3 Mn, representing a per-capita penetration of 89%.
Fixed telephone lines increased by 0.8% to 3.6 Mn. Telecommunications subscriber growth
overall was recorded at 4.7% to reach a total subscriber base of 21.9 Mn. Sector revenues
grew by an estimated 7.8% Year on Year.
08 Dialog Axiata PLC | Annual Report 2011
Group Chief Executive’s Review of Operations

Our Operational Performance

As espoused in my report of last year, we entered 2011 with innate confidence that the
financial outcomes of the corporate restructuring and business re-engineering programmes
carried out over the past years had indeed re-established a platform for sustainable
profitability and growth. The operational results recorded for the year 2011, vindicate
this confidence and demonstrate growth and performance consolidation across all our
businesses. As reported at the outset of this review, Group Net Profit for the year was
recorded at Rs. 5.4 Bn, up 6% relative to 2010, albeit being significantly constrained
by a translational foreign exchange loss of Rs. 638 Mn arising from the unprecedented
devaluation of the Sri Lanka Rupee during the fourth quarter.

Financial outcomes at Group level were driven by strong operational performance across
Dialog Axiata PLC (‘The Company’) and its subsidiaries. The Company (featuring the Mobile,
International and Tele-Infrastructure business of the Group) continued to leverage its market
leading position within Sri Lanka’s Mobile sector to deliver strong growth in revenue and
profitability. The Company recorded revenue of Rs. 41.8 Bn in FY 2011, up 10% relative
to the previous year. Company NPAT was recorded at Rs. 6.3 Bn, inclusive of the impact
of an exceptional translational foreign exchange loss of Rs 628 Mn, and representing a
contraction of earnings by 4% relative to 2010. Core business profitability was driven by
the growth in Mobile Voice, Value Added Service, Mobile Broadband, International and Tele-
Infrastructure businesses. Growth in company profitability was underpinned by a healthy
momentum in EBITDA growth (5% YoY) at a margin of 36%.

Dialog subsidiaries Dialog Television (DTV) and Dialog Broadband Networks (DBN)
registered gains YoY at both EBITDA and PAT levels, demonstrating robust traction with
respect to the Group’s Fixed Telecommunication and Television businesses. Our Digital Pay
Television business DTV continued its growth momentum, recording YoY revenue growth
of 18% to reach Rs. 2.4 Bn in 2011. DTV NPAT crossed over into positive terrain for the first
time in Q4 2011, recording a bottom line of Rs. 26 Mn for 2011. NPAT turnaround at DTV was
underpinned by an aggressive increase in subscriber base and subscription revenues.

DBN, featuring Dialog’s fixed-telecommunications business continued to consolidate its

performance, with revenue for 2011 being recorded at Rs. 2.4 Bn, representing a growth
of 1% YoY. DBN EBITDA was recorded at Rs. 665 Mn in 2011, a significant improvement of
133% relative to 2010. Despite exceptional depreciation charges with respect to capital
inventory and the continued acceleration of depreciation of the Company’s WiMAX
network, NPAT for the full year improved by 27% YoY, albeit remaining dilutive to the
Group at negative Rs. 945 Mn. As exemplified in the case of DBN, but equally applicable
to the Company and DTV, the Group continued to exercise a stringent level of prudence
 Annual Report 2011 | Dialog Axiata PLC 09
Group Chief Executive’s Review of Operations

with respect to the treatment of its fixed assets. The Company has consistently enforced
close adherence to international best practice with respect to the adoption of depreciation
policies which are closely aligned with technology life cycles.

As in the previous year, the Dialog Group supplemented positive gains in profitability, with
a diligent focus on working capital management and capital expenditure, to deliver positive
Free Cash Flows (FCF) over 8 successive quarters. The Group’s strategy with respect to
Capital Investment is calibrated to ongoing and future returns while being closely aligned to
the forward looking growth strategies of our multiple businesses. Group capital expenditure
for 2011 amounted to Rs. 8.7 Bn, and was directed in the main towards strategic
investments in High Speed Broadband and Optical Fibre Network (OFN) expansion projects,
and the aggressive expansion of Mobile Telephony services to meet growth in subscriber
demand across all provinces of the country. Group Free Cash Flows were recorded at
Rs. 7.7 Bn for FY 2011. Company cash flows grew by a similar margin, with operating
cash flows for 2011 being recorded at Rs. 17.9 Bn, up 25% relative to 2010. In line with the
generation of healthy-free cash flows, the Dialog Group continued to maintain a structurally
robust balance sheet with the Group’s Net Debt to EBITDA ratio improving from 1.41X in
2010 to 0.78X as at end of 2011.

Based on its robust balance sheet and leverage capacity, I am happy to report that your
Company maintained a National Long-term Rating of ‘AAA(lka)’ with a ‘stable’ outlook
issued by Sri Lanka’s premier credit rating agency, Fitch Ratings Lanka Limited.

Our Contribution to the Nation and its Economy

As at the end of FY 2011, your Company had secured the honour of playing an empowering
role in the lives of well over 7.5 Mn Sri Lankan citizens from across all provinces of the
country. Your Company is also privileged to provide a majority of the country’s businesses -
large and small, with cutting edge ICT enablement. At Dialog, we are collectively committed
to ensuring, that the expansive service portfolio we extend to Sri Lankan citizens and
enterprises will continue to enhance the lives and businesses of those we serve. Our
inclusive approach to the proliferation of advanced ICT services and their application as
levers to digitally empower our citizens which we envision, create leap frog routes to the
acceleration of socioeconomic development across multiple strata of the socioeconomic
pyramid. While our business had been significantly reshaped to be leaner and stronger
in terms of cost leadership and growth enablement, we remained astutely committed to
excellence in customer experience delivery, and to making a quantum and empowering
contribution to the nation’s economy and society at large.
10 Dialog Axiata PLC | Annual Report 2011
Group Chief Executive’s Review of Operations

In 2011, your Company contributed Rs. 4.8 Bn in taxes, fees and levies to the Government
of Sri Lanka. During the past year, the Group collected a further Rs. 5.9 Bn as indirect
taxes on behalf of Sri Lanka’s Treasury. Your Company provides employment to over 20%
of the Telecommunication sector workforce in Sri Lanka. While the year 2011 witnessed
the injection of USD 150 Mn in infrastructure investment, your Company has, since the
commencement of operations in 1995, invested in excess of USD 1.1 Bn in Sri Lanka’s
ICT sector, and has been recognised by the BOI to be the single largest Foreign Direct
Investment (FDI) in Sri Lanka.

While our contributions to the nation and community at large are more-fully espoused in
our Sustainability Report for 2011, I would like to single out our investments in, and focus
on, the development of Sri Lanka’s future generations through the deployment of ICTs
towards bridging prevailing divides in access to knowledge and education. Our distance
education solutions which leverage our ubiquitous Digital Television and Broadband access
networks continue to transform the quality of education in rural and under-resourced
schools. Nenasa TV, a state-of-the-art satellite-based distance education platform, was
gifted by your company to the people of Sri Lanka and is operated in partnership with the
Ministry of Education and the National Institute of Education. Nenasa, which broadcasts
high quality, curriculum based, tri-lingual educational content, has to date connected in
excess of 650 schools and is set to expand its reach to a total of 2,000 schools during the
course of 2013. The Company’s focus on enabling and motivating excellence among
Sri Lanka’s future generations, also encompasses the Dialog Scholar Programme which to
date, has supported nearly 500 Sri Lankan students from across all 25 districts, through
Advance Level and University Level education.

Dialog’s Sustainability ethos featuring in the main, the creation of shared value for all
stakeholders of the organisation spanning shareholders, customers, employees and the
community at large, has lead to your Company being ranked No. 1 on Sri Lanka’s Corporate
Accountability Ratings, for the 3rd year in succession.
 Annual Report 2011 | Dialog Axiata PLC 11
Group Chief Executive’s Review of Operations

Conclusion
In closing my review of operations, I venture to conclude that your Company has
successfully consolidated the transformation driven performance rebound of the past
years, and has indelibly crystalised the capability, capacity and agility imbibed, to form an
aggressive and sustainable engine for growth looking forward.

I would like to take this opportunity to thank our customers for their valued patronage
and loyalty, and our shareholders for their unstinted support and encouragement.
I would also like to express my sincere appreciation for the enablement and facilitation
extended to us by the Government of Sri Lanka and its agencies - in particular, the
TRCSL (Telecommunications Regulatory Commission of Sri Lanka), the BOI (Board of
Investment), the Ministry of Mass Media and Information and the Ministry of Posts and
Telecommunications. I also extend herein my gratitude to our Chairman, Datuk Azzat
Kamaludin and my fellow Board members for their strategic input, direction and invaluable
counsel made available to me at all times.

The performance for the year 2011 stands testimony to the courage, determination and
excellence of the Dialog team. It has been an honour and privilege to work alongside them
through our journey of transformation, and I wish to extend to them my sincere gratitude.
Together we are singularly welcoming of the opportunity to reinvent ourselves year on
year - setting new paradigms for others to follow as a leader should, whilst simultaneously
creating value for you our valued shareholders, and making a lasting contribution to our
country and people.

Dr. Hans Wijayasuriya

Group Chief Executive

30th March 2012

12 Dialog Axiata PLC | Annual Report 2011

Board of Directors

Datuk Azzat Kamaludin Dr. Hans Wijayasuriya

Chairman/Non-Executive Group Chief Executive/
Non-Independent Director Non-Independent, Executive Director

Datuk Azzat Kamaludin was appointed to Dr. Hans Wijayasuriya was appointed to the
the Board of Dialog Axiata as Chairman and Board of Dialog Axiata PLC on 19th January
Director on 21st July 2008. 2001.

He is an Independent Non-Executive Director of Dr. Wijayasuriya joined the Company in 1994

Axiata Group Berhad. Datuk Azzat Kamaludin as a member of the founding management
is a lawyer by profession and is a partner of the team of the Company, and has functioned in
law firm of Azzat & Izzat, Malaysia. the capacity of the Chief Executive of Dialog
Axiata, since 1997. He counts two decades
Datuk Azzat Kamaludin graduated from the of experience in technology-related business
University of Cambridge, United Kingdom, management. He also serves on the Boards of
with degrees in Law and in International Law, a number of international subsidiaries of the
and was admitted as a Barrister-at-Law of the Axiata Group.
Middle Temple, London in 1970. Prior to being
admitted as an advocate and solicitor of the A Fellow of the Institute of Engineering
High Court of Malaya in 1979, he served as an Technology of the UK (IET), Dr. Wijayasuriya
administrative and diplomatic officer with the is a Chartered Professional Engineer and
Ministry of Foreign Affairs, Malaysia from 1970 also a member of the Institution of Electrical
to 1979. and Electronic Engineers (IEEE), USA.
Dr. Wijayasuriya graduated with a Degree in
Datuk Azzat Kamaludin is presently a Director Electrical and Electronic Engineering from
of several public listed and private limited the University of Cambridge, UK in 1989.
companies in Malaysia. He has also served as a He subsequently read for and was awarded a
member of the Securities Commission, Malaysia PhD in Digital Mobile Communications at the
from 1993 to 1999. University of Bristol, UK. Dr. Wijayasuriya also
holds a Master’s in Business Administration
from the University of Warwick, UK.

Dr. Wijayasuriya is a past Chairman of GSM

Asia Pacific - the regional interest group of
the GSM Association representing 49 Asia
Pacific member countries, and has earned the
distinction of being included in the GSM 100
Role of Honour for his contribution to GSM in
the Asia Pacific Region.

Dr. Wijayasuriya was a recipient of the CIMA -

Janashakthi Business Leader of the Year
award in its inaugural year of presentation in
2003, and of the coveted ‘Sri Lankan of the
Year’ award in 2008 presented by Sri Lanka’s
premier business journal, the LMD.
 Annual Report 2011 | Dialog Axiata PLC 13

Board of Directors (Contd.)

Mr. Moksevi Prelis Mr. Mohamed Muhsin

Independent, Non-Executive Director Independent, Non-Executive Director

Mr. Prelis was appointed to the Board of Dialog Mr. Muhsin was appointed to the Board of
Axiata PLC on 15th September 2004. Dialog Axiata on 14th June 2006.

He has 27 years experience in the banking Mr. Muhsin’s experience includes working
sector, out of which 21 years was in the capacity as a Strategic Management Consultant and
of CEO/Director of the DFCC Bank and the Director on International Corporate and
Nations Trust Bank. Prior to this, he has worked Foundation Boards including as Vice-Chairman
for 16 years as an Engineer and a Manager in of World Links. Prior to his retirement as
the automobile manufacturing and steel the Vice President and Chief Information
industries. He has held the posts of Chairman - Officer at the World Bank, Mr. Muhsin
Ceylon Electricity Board, Chairman - National was responsible for aligning information
Institute of Business Management, Chairman - technology with the organisation’s business
Association of Development Finance Institutions strategy. He successfully implemented major
of Asia and Pacific, headquartered in Manila reforms in global telecommunications, video
and Chairman - St. John’s National Association conferencing, information management and
of Sri Lanka. He has served as a Director on enterprise business systems, and the work he
the Boards of 20 companies and five state accomplished is featured in a Harvard Business
institutions. He is currently the Chairman of School Case Study.
Capital Trust Securities Group and Association
for Social Development and a Director of the A Chartered Accountant and a Fellow of The
Colombo Stock Exchange Limited and Sinwa Institute of Chartered Accountants of Sri Lanka,
Holdings Limited Mr. Muhsin also worked in senior positions in
the private sector in Sri Lanka and served for
He holds a Bachelor’s degree with Honours in several years as the Group Financial Director
Mechanical Engineering from the University of Zambia’s industrial and mining conglomerate
of Ceylon, and a Master’s degree in Industrial and as advisor on state enterprise reform in
Engineering and Management from Purdue the office of the then President of Zambia,
University, USA, a Postgraduate Certificate Dr. Kenneth Kaunda.
in Industrial Administration from Aston
University, Birmingham and has completed the
International Senior Management Programme
of the Harvard Business School, USA. He
is a Chartered Engineer of UK, a Fellow of
the Institution of Engineers, Sri Lanka, a
(Hon) Member of the Institute of Personnel
Management and a (Hon) Fellow of the Institute
of Bankers Sri Lanka.
14 Dialog Axiata PLC | Annual Report 2011

Board of Directors (Contd.)

Mr. Jayantha Dhanapala Mr. Azwan Khan Osman Khan

Independent, Non-Executive Director Non-Executive, Non-Independent Director

Mr. Dhanapala was appointed to the Board of Mr. Azwan Khan was appointed to the Board of
Dialog Axiata PLC on 3rd August 2007. Dialog Axiata on 21st July 2008.

He was a career diplomat in the Sri Lanka He is the Group Chief Strategy Officer of Axiata
Foreign Service and the United Nations (UN). Group Berhad. His current responsibilities
He was the Ambassador of Sri Lanka and the include Group Corporate Strategy, Group
Permanent Representative to the UN in Geneva Marketing and Product Development, Group
(1984-87), the Ambassador of Sri Lanka to Synergies, Strategic Initiatives, Branding and
the USA (1995-97) and UN Under-Secretary- Corporate Communications. He was formerly
General (1998-2003). He served as a member the Senior Vice-President, Corporate Strategy
of the UN University Council for a period of and Development in Celcom (Malaysia) Bhd
seven years. (‘Celcom’), a position he held since mid-2005.

Mr. Dhanapala is the current President of the Mr. Azwan Khan is an engineering graduate
1995 Nobel Peace Prize-winning Pugwash (First-Class Honours) from the Imperial
Conferences on Science and World Affairs and College, University of London, with a broad
sits on the Governing Board of the Stockholm mix of telecommunications and non-
International Peace Research Institute and telecommunications experience across a range
advisory Boards of other international institutes. of companies. His professional experience also
Mr. Dhanapala was named ‘Sri Lankan of the included an extensive time with The Boston
Year 2006’ by Sri Lanka’s premier business Consulting Group and Shell Malaysia.
magazine, the Lanka Monthly Digest (LMD).
He has also received many international awards. Mr. Azwan Khan is also an active Board
member in Axiata Management Services Sdn
Mr. Dhanapala was awarded a Bachelor of Arts Bhd, Hello Axiata Company Limited, Sacofa
(Honours) degree majoring in English Literature Sdn Bhd and Samart I-Mobile Public Limited
with French from the University of Peradeniya, Company. He is also a member of the GSMA
Sri Lanka and a Master of Arts degree in Chief Strategy Officer Group.
International Studies from the American
University in Washington DC. He was awarded
honorary doctorates by the Universities of
Peradeniya and Sabaragamuwa, Sri Lanka, the
Monterey Institute of International Studies in the
USA, the University of Southampton, UK and
the Dubna International University in the Russian
Federation. He has published several books and
written articles for international journals.
 Annual Report 2011 | Dialog Axiata PLC 15

Board of Directors (Contd.)

Dato’ Sri Jamaludin Ibrahim Mr. James Maclaurin

Non-Executive, Non-Independent Director Non-Executive, Non-Independent Director

Dato’ Sri Jamaludin was appointed to the Mr. James Maclaurin was appointed to the
Board of Dialog Axiata on 23rd March 2011. Board of Dialog Axiata on 10th May 2011.

Dato’ Sri Jamaludin has worked for about He is the Group Chief Financial Officer of Axiata
31 years in the ICT industry - 16 years in IT Group Berhad. Mr. Maclaurin has worked in the
industry and 15 years in telecommunications telecommunications industry for 15 years and
industry. He is currently the President and has held a number of senior finance leadership
Group Chief Executive Officer of Axiata Group positions including CFO for Africa and Central
Berhad, which he joined in March 2008. He is Europe at Vodafone, Group CFO of Celtel,
also a Board member of Axiata Group. the pan-African mobile operator, CFO of
UbiNetics, the 3G technology developer and
Prior to that, Dato’ Sri Jamaludin was with Maxis EVP Finance of Marconi, the UK-based telecom
Communications Berhad (Malaysia), which he vendor subsequently sold to Ericsson. In the
joined in 1997 and was appointed Chief Executive mid 90’s James worked in Asia and served as
Officer in 1998. In 2006, he was redesignated the Finance Director of General Electric Co.
the Group Chief Executive Officer. He retired of Singapore and prior to this James was the
from Maxis in July 2007 and continued to be Finance Director of the General Electric Co. of
Non-Executive Director until February 2008. Bangladesh.
Before joining Maxis, he spent 16 years in the Mr. Maclaurin is a member of the Institute of
IT Industry. He was Managing Director/Chief Chartered Accountants of Scotland and holds
Executive Officer of Digital Equipment Malaysia degrees in Engineering and Finance from the
(the Malaysian branch of Digital Equipment, Universities of Dundee and Heriot Watt in
then the second largest IT company worldwide) Edinburgh respectively. He currently serves on
from 1993 to 1997. Dato’ Sri Jamaludin also the Boards of a number of international public
spent 12 years in IBM (1981-1993), the first five listed and private limited companies within the
years as Systems Engineer and then in various Axiata Group.
positions in Sales, Marketing and Management.
Prior to IBM, he was a lecturer in Quantitative
Methods at California State University, United
States in 1980.

Dato’ Sri Jamaludin graduated from California

State University in 1978 with a B.Sc. in Business
Administration and Minor in Mathematics.
He obtained his MBA from Portland State
University, Oregon in 1980.

Dato’ Sri Jamaludin is also the Chairman of

Celcom Axiata Berhad (Malaysia), and sits on
the Boards of PT XL Axiata Tbk. (Indonesia)
and M1 Limited (Singapore). Dato’ Sri Jamaludin
is also a Board member of FRF (Financial
Reporting Foundation, Malaysia) and the GSMA
(the Global World GSM Association).
16 Dialog Axiata PLC | Annual Report 2011

Business and Financial Review

2011 was another successful year for Dialog Group with growth continuing in all financial
matrices despite intense competition in the market. After the strong rebound in 2010,
Dialog Group continued to demonstrate its resilience by achieving scale in customers,
network coverage and Value Added Services in 2011. Consolidation of performance was
fuelled by a double digit growth in revenue, concerted efforts in cost management and
consistent financial discipline across all aspects of the business.

Dialog Group’s performance is derived from consolidating the performance of Dialog Axiata
PLC (Company) and its subsidiaries Dialog Broadband Networks (Private) Limited (DBN) and
Dialog Television (Private) Limited (DTV).

The Group recorded strong revenue growth across all segments to reach Rs. 45.64 Bn
for the year 2011, up 10% YoY. Strong revenue growth in combination with continued
operational improvements lead to the Group posting a healthy EBITDA of Rs. 16.45 Bn in
2011, up by 9% YoY with Group EBITDA margin remaining at 36%.

Group Revenue

 Group revenue up 10% YoY, registering

11 consecutive quarters of revenue growth.
 Growth in revenue driven by both voice and
non-voice revenues; over 11% YoY increase in
voice revenue.
 Data revenue up 29% YoY complemented by
79% YoY growth in mobile broadband revenue.
 Pay TV revenue up 18% YoY driven by growth
in subscribers and usage revenues.

Group EBITDA
 Improvement in Group EBITDA due to revenue
growth and operational efficiency.
 Group EBITDA margin stable at 36% despite
cost pressure.
 DBN sustains EBITDA turnaround for the seventh
consecutive quarter in Q4 2011. EBITDA margin
of 28% in 2011 with over 100% growth in
EBITDA YoY.
 DTV recorded EBITDA margin of over 20% for
four consecutive quarters with 68% growth in
EBITDA YoY.
 Annual Report 2011 | Dialog Axiata PLC 17
Business and Financial Review

Group net profit for the year 2011 was recorded at Rs. 5.35 Bn, up by 6%. Growth in
profitability was achieved on the backdrop of one-off translational foreign exchange loss
totalling to Rs. 638 Mn resulting from the devaluation of the Sri Lanka Rupee (SLR) in
November 2011. Recording a NPAT of Rs. 26 Mn for the year 2011, DTV achieved turnaround
in profitability for the first time since its acquisition in 2006, due to strong revenue growth
and operational efficiency.

Group NPAT

 Group PAT impacted by higher depreciation on

network and forex losses.
 DTV achieved turnaround in profitability since
acquisition.
18 Dialog Axiata PLC | Annual Report 2011
Business and Financial Review

DBN remained dilutive to the Group at Profit level, but registered significant improvements
in operational performance due to continued implementation of strategic cost re-scaling
initiatives.

Despite DTV NPAT crossing over to positive terrain for the first time in 2011, negative
contribution from DBN of Rs. 945 Mn (Rs. 1.30 Bn loss in 2010) resulted in the dilution
of the Group earnings by a total of Rs. 960 Mn (inclusive of consolidated adjustments).
Accordingly Group net profit was recorded at Rs. 5.35 Bn for 2011.

The Group continued to make aggressive investments towards expanding its nationwide ICT
infrastructure footprint and the application of cutting edge technology across its mobile,
fixed and broadband businesses in keeping with national policies and vision of providing ICT
to the entire nation. Group Capital expenditure for the 2011 amounted to Rs. 8.72 Bn. Capital
expenditure was directed in the main towards strategic investments in High Speed Mobile
Broadband and Optical Fibre Network (OFN) expansion projects and towards the continued
growth and consolidation of the Company’s coverage leadership in mobile services.

Group Free Cash Flows (FCF)

 Group FCF positive for the eighth consecutive

quarter in Q4 2011.
 Rs. 2.0 Bn dividends proposed for 2011 on the
back of healthy cash position.
 Dividend payout increased to 39% in 2011 (34%
in 2010) with a dividend yield of 3.2%.

Group Gross Debt/EBITDA

 Group continues to maintain structurally strong

Balance Sheet with gross debt/EBITDA at 1.3x in
2011 Vs 1.8x in 2010.
 Net debt/EBITDA at 0.8x.
 Annual Report 2011 | Dialog Axiata PLC 19
Business and Financial Review

On the backdrop of increased capital expenditure, free cash flow of the Group for 2011
dropped by 6% compared to 2010 to record at Rs. 7.72 Bn. Healthy EBITDA performance,
and repayment of debt, has enabled Dialog to strengthen the Group balance sheet with
Gross Debt to EBITDA ratio improving from 1.8x in 2010 to 1.3x in 2011.

Dialog’s borrowings comprise Rs. 4.97 Bn of local currency and USD 153.7 Mn of foreign
currency debt as at end 2011. Of the local currency borrowings, Rs. 1.25 Bn is in the form of
Redeemable Cumulative Preference Shares, whilst the remaining Rs. 3.72 Bn is an interest
free advance due to parent Axiata Group Berhad. Dialog has a USD 116.2 Mn outstanding
term loan from OCBC, whilst the balance USD 37.5 Mn is due to Axiata Group Berhad which
carries a notional interest rate of 0.05% per annum. Repayments made on the OCBC loan
during 2011 amounted to USD 28.8 Mn while USD 10 Mn was drawn down in April 2011.

Group ROIC

 2 percentage points improvement in ROIC mainly

due to growth in earnings across the Group.
20 Dialog Axiata PLC | Annual Report 2011
Business and Financial Review

Group Financial Highlights

Group Financial Indicators

2011 2010 YoY
Rs. Mn Rs. Mn %
Revenue 45,637 41,423 10
EBITDA1 16,448 15,123 9
NPAT 5,354 5,047 6
Capex 8,719 6,872 27
Free Cash Flows (FCF)2 7,728 8,251 (6)

Group Financial Ratios

2011 2010 YoY
% %
EBITDA margin 36.0 36.5 (0.5pp)
NPAT margin 11.7 12.2 (0.5pp)
Capex to revenue 19.1 16.6 2.5pp
FCF to revenue 16.9 19.9 (3.0pp)
ROIC3 12.3 10.2 2.1pp
Debt/Equity (x) 0.77 0.95 (0.18)
1. EBITDA - Earnings before interest, taxation, depreciation and amortisation
2. FCF - EBITDA - Capex
3. RoIC - EBITDA after depreciation, amortisation and tax divided by average invested capital
4. Tax - Tax excluding deferred taxation
 Annual Report 2011 | Dialog Axiata PLC 21
Business and Financial Review

Dialog Axiata PLC - Business Overview

The operations of Dialog Axiata PLC include mobile, international
operations and tele-infrastructure businesses (DTI).

Despite another challenging year in a competitive market, the

Company was able to sustain its position as the undisputed
leader in the mobile telecommunication sector by retaining
55% revenue market share of the mobile industry revenue.
The Company extended its geographical reach by increasing
the number of base stations by 8% during the year to cater
7.2 Mn pre-and post-paid mobile subscribers island-wide with
an array of innovative products and services.

The mobile industry reached 88.6% penetration with room for

substantial growth in minutes of usage (MoU). In 2011, Dialog
recorded a significant 15% YoY growth in MoUs, while average
revenue per user (ARPUs) grew by 5%.

Dialog is a pioneer of innovative telecommunication solutions

that provides a world class experience and enhances value to
its customers. The Company became the first telecom service
provider to initiate 4G (Generation) LTE (Long Term Evolution)
pilot network in Sri Lanka. The pilot network presently covers
several key zones within Colombo and has demonstrated the
delivery of over 100 Mbps in indoor demonstration mode and
40-50 Mbps under outdoor mobile conditions. The Company
extended its novelty by initiating South Asia’s first satellite
navigation on mobile application (app) and became the first
corporate entity in Sri Lanka to attain verification by social
networking and micro blogging service ‘Twitter’.

Driven by an aggressive increase in data usage, 2011 witnessed an accelerated expansion

of its 3G network with the number of 3G base stations growing by 40% YoY. High speed
mobile broadband service sector demonstrated significant potential with subscribers
growing by 143% to reach 485,000 at the end of 2011, overtaking the Fixed Internet
industry which grew by 19%. On a YoY basis, the Company’s mobile broadband subscriber
base grew by 167%, surpassing the industry growth.
22 Dialog Axiata PLC | Annual Report 2011
Business and Financial Review

The international roaming network continued to reinforce its presence beyond borders
collaborating with 572 operators in 213 countries around the globe. The broadening of
the 3G, GPRS and Pre-paid roaming destinations to 105, 161 and 92, respectively enabled
customers to stay connected with family and friends at all times.

The launch of the co-branded SIM ‘Dialog VIZZ Mobile’ presented the opportunity for
Sri Lankans living in the UK to call Sri Lanka at low calling rates and even instantly top up
any Dialog number in any part of Sri Lanka from their mobiles.

Figure 1: 2G Coverage Figure 2: 3G Coverage

DTI, the Company’s infrastructure arm continued

to offer passive infrastructure (tower and ground
space) as well as microwave and fibre optic
transmission capacity to telecommunication
operators and broadcasters. In view of providing
high capacity and high reliable backhaul
transmission services, Dialog continued to
expand the Company’s optical fibre network
connecting major cities of the country.

By end 2011, DTI had close to 1,000 shareable

tower sites with an external tenancy ratio
of 1.19 times. This is in line with the Group’s
vision of supplementing the revenue streams
of its core business areas by continuing to
be the leading provider of active and passive
Figure 3: Mobile LT Coverage telecommunication infrastructure in Sri Lanka.
 Annual Report 2011 | Dialog Axiata PLC 23
Business and Financial Review

Dialog Axiata PLC - Financial Review

Continuous leverage from the Company’s position as the
market leader enabled the Company to record a revenue of
Rs. 41.78 Bn for the year 2011, a strong increase of 10% YoY.
Growth in revenue was driven by an increase in both voice
revenue and non-voice revenue primarily consisting of mobile
broadband service. Revenue per Minute has stabilised across
the mobile industry in 2011, subsequent to the introduction
of the floor rate regime in 2010. Price hardening across the
industry was evident, with all mobile operators continuing
to maintain off net tariffs at Rs. 2.00 per minute despite the
regulator reducing off net floor rate from Rs. 2.00 to Rs. 1.50
in July 2011.

Total costs increased by 13% YoY. The rise in cost was

primarily driven by revenue-linked costs associated
with International origination, roaming and domestic
Interconnection charges. On exclusion of the interconnection
charge, total costs grew by 10% YoY. Network operating
costs also witnessed a 20% YoY increase, in line with
the aggressive expansion of the Company’s 2G and 3G
infrastructure footprint and price hikes with respect to key
inputs including electricity and fuel.

Regulatory cost reduced by 31% compared to 2010 mainly

due to the reduction in international telecommunications levy
from USD 0.038 per minute to USD 0.015 per minute which
came into effect from July 2010.

During 2011, the Company received Rs. 1.6 Bn as Telecom

Development Fund (TDF) refund from the TRCSL of which
Rs. 653 Mn was accounted for as a cost reversal to regulatory
cost.
24 Dialog Axiata PLC | Annual Report 2011
Business and Financial Review

Sales and Marketing costs increased by 17% due to aggressive

promotional campaigns in the likes of ‘Dialog Lord of the
Reload’, Sri Lanka’s largest subscriber rewards scheme
launched to stimulate voice usage. Further in the wake of the
telecom industry being declared as Value Added Tax (VAT)
exempt since 1st January 2011, VAT which was previously
claimable, became a cost to the Company, hence increasing
the total cost to revenue ratio by 1 percentage point.

The Company achieved an EBITDA of Rs. 15.21 Bn in 2011,

a 5% increase compared to 2010. Notwithstanding the
significant growth in revenue, the EBITDA margin contracted
by 2 percentage points to 36% in 2011 as a result of
expansion of network cost, higher marketing costs and an
increase in VAT expenditure.

The Company recorded a NPAT of Rs. 6.31 Bn for 2011 a

marginal decline of 4% largely driven by higher network
depreciation and forex losses. Translational foreign exchange
loss of Rs. 502 Mn was recorded in 2011 compared to a foreign
exchange gain of Rs. 686 Mn in the previous year. YoY adverse
movement accruing from foreign exchange translation was
recorded at Rs. 1.2 Bn. However during 2011, the reduction
in borrowings and improvement in cash position resulted in
the Company recording a net interest income of Rs. 197 Mn in
contrast to a net interest cost of Rs. 443 Mn in 2010.
 Annual Report 2011 | Dialog Axiata PLC 25
Business and Financial Review

Dialog Broadband Networks (DBN) - Business Overview

DBN featuring the Fixed Telephony, Fixed Broadband and Data Transmission businesses of
the Dialog Group is a key player in the Fixed Telecommunication space, offering a multitude
of services to individuals and corporate clients ranging from Fixed Telephony, Broadband
Internet, and Converged ICT Solutions including IPVPN, VoIP and Hosted PABX offerings to
Data Communication. The Company is in the forefront of ICT infrastructure with a country-
wide transmission and data communication network.

DBN’s CDMA subscriber base grew by 2% to reach 193,000 as at the end of 2011.
Furthermore, DBN strengthened its presence in the enterprise sector by providing seamless
connectivity to fulfil diverse requirements of enterprises. Optical Fibre-based access (Metro
Ethernet Network) augmented the existing product offerings of the Company, enabling to
meet the ever-increasing bandwidth and reliability demands of business customers.

DBN entered into a Share Purchase Agreement (SPA) in December 2011 to acquire 100% of
the ordinary shares of wireless fixed line operator Suntel Limited. This would allow the DBN
merged entity to widen its portfolio and propel its position to the second largest player in
the fixed telecommunication enterprise space.
26 Dialog Axiata PLC | Annual Report 2011
Business and Financial Review

Dialog Broadband Networks (DBN) - Financial Review

DBN recorded a revenue of Rs. 2.38 Bn in 2011, up 1% relative to 2010. With the Company
continuing its sales strategy of focusing on SMEs and Enterprise sectors, 2011 witnessed a
drop in revenue from connection fees on acquisition of new retail CDMA subscriber whilst
revenue from Corporate and SME voice segments continued to grow.

Broadband and ISP revenues grew by 4% YoY, driven by the increase in usage of the
corresponding services.

DBN continued to consolidate EBITDA performance trends with EBITDA for 2011 recorded
at Rs. 665 Mn a significant 133% increase compared to 2010. Positive EBITDA performance
was driven by decrease in direct and operating costs as a result of diligent cost
management initiatives implemented.

On the back of ongoing accelerated depreciation of CDMA and WiMAX networks, DBN
continued to be NPAT negative in 2011. DBN recorded NPAT of negative Rs. 945 Mn in 2011,
an improvement of 27% compared to 2010.

The WiMAX network has been fully depreciated in 2011 while the CDMA network will be
fully depreciated by the end of 2012.
 Annual Report 2011 | Dialog Axiata PLC 27
Business and Financial Review

Dialog Television (DTV) -

Business Overview
The Group’s Pay Television business DTV continued to
strengthen its position as the single largest Direct-To-
Home (DTH) digital television service provider in Sri Lanka
with an estimated market share of 78%. DTV achieved the
significant milestone of becoming PAT positive in the year
2011 due to the aggressive increase in the subscriber base
driven by the rise in the disposable incomes and continuous
cost management. The total active subscriber base grew
by 28% YoY, catering to the diverse infotainment needs of
over 200,000 households in the country by year end. DTV
demonstrates substantial future prospects and is well poised
to grow significantly from the relatively underpenetrated
Sri Lankan Pay TV market which is currently as low as 5.5%,
while 88% of households own a television.

DTV endeavoured to enrich viewer experience with a variety

of classy entertainment. DTV’s product offering encompasses
an extensive assortment of international channels including
CNN, BBC, Star, HBO, Cinemax, AXN, ESPN, Ten Sports,
Discovery, Discovery Turbo, National Geographic Channel, NAT
GEO Adventure, MTV (Music Television) and Cartoon Network,
complemented with a wide variety of local content. In 2011,
DTV expanded its channel portfolio with the inclusion of
exquisite Sun bouquet and the elite Setanta Sports channel.
28 Dialog Axiata PLC | Annual Report 2011
Business and Financial Review

Dialog Television (DTV) - Financial Review

DTV continued its growth momentum recording a significant YoY revenue growth of
18% to reach Rs. 2.40 Bn in 2011. Revenue growth was driven by a 26% YoY increase in
subscription revenue and over 47,000 net subscriber additions during 2011.

Revenue comprises initial connection fees, subscription rentals and other revenue including
revenues from advertising and miscellaneous services. The revenue generated from monthly
subscriptions accounted for 83% of the total revenue in 2011 (compared with 78% in 2010).

DTV EBITDA for 2011 was posted at Rs. 574 Mn, a significant increase of 68% compared
to 2010. EBITDA growth YoY was fuelled by a strong increase in usage revenues and
operational efficiencies.

The growth in revenues and efficient cost management translated to DTV achieving a positive
NPAT of Rs. 26 Mn in 2011 compared to a negative NPAT of Rs. 154 Mn recorded in 2010.
 Annual Report 2011 | Dialog Axiata PLC 29

Corporate Governance Report

Introduction
The Board believes firmly that integrity, professionalism, excellence and commitment of
its people supported by a sound system of policies, practices and internal controls are
the hallmarks of a respected and successful entity. Therefore, the Board believes that
upholding high standards of corporate governance and business conduct will ensure greater
transparency, accountability and protection of shareholder and stakeholder interests, by
which the Company is able to create sustainable long-term value, strengthen investor
confidence and maximise returns for shareholders.

The Company’s Code of Corporate Governance (Code), which is an internally developed

document containing requirements in addition to the requirements outlined in the Listing
Rules of the Colombo Stock Exchange (CSE) and other relevant regulations, is applicable
to the Group and governs the activities of the Board, how the Group conducts its business
operations, its relationships with all of its stakeholders while providing for accountability and
sound internal control systems.

The Board will continue its efforts to enhance its role in improving governance practices
effectively to safeguard the best interests of shareholders and other stakeholders. The
Company is compliant with the requirements stipulated in the Code, the Rules on Corporate
Governance contained in the Listing Rules of the CSE and the requirements stipulated in the
Companies Act, No. 7 of 2007. This Report outlines the Corporate Governance framework,
application and practice within the Group for the year 2011.

1. The Board
The Company’s business and Group operations are managed under the supervision of the
Board. The role of the Board includes:–

 Providing entrepreneurial leadership to the Group;

 Providing strategic guidance and evaluating, reviewing and approving corporate

strategy and the performance objectives for the Company;

 Approving and monitoring financial and other reporting practices adopted by the Group;

 Effectively reviewing and constructively challenging management performance in

meeting the agreed goals, monitoring the reporting of performance and ensuring that
the necessary financial and human resources are in place for the Company to meet its
objectives.
30 Dialog Axiata PLC | Annual Report 2011
Corporate Governance Report

The composition of Board of Directors as at 31st December 2011, was as follows-

Composition of Board of Directors as at 31st December 2011

Name of Director Date of Appointment Position

Datuk Azzat Kamaludin 21st July 2008 Chairman

(Non-Executive/Non-independent)
Dr. Hans Wijayasuriya 19th January 2001 Group Chief Executive Officer
(Executive/Non-independent)
Mr. Moksevi Prelis 15th September Director
2004 (Non-Executive/Independent)
Mr. Mohamed Muhsin 14th June 2006 Director
(Non-Executive/Independent)
Mr. Jayantha Dhanapala 3rd August 2007 Director
(Non-Executive/Independent)
Mr. Azwan Khan Osman Khan 21st July 2008 Director
(Non-Executive/Non-independent)
Dato’ Sri Jamaludin Ibrahim 23rd March 2011 Director
(Non-Executive/Non-independent)
Mr. James Maclaurin 10th May 2011 Director
(Non-Executive/Non-independent)

Since the preceding AGM, Mr. James Maclaurin was appointed to the Board in May 2011 as a
Nominee Director of Axiata Group Berhad.

The profiles of each Director are found on pages 12 to 15 of this Report.

 Composition of the Board and Balance

The Board comprises of 08 Directors, of which 07 are Non-Executive Directors and 01 is an
Executive Director, who is also the Group Chief Executive Officer (GCEO). The composition
mix of the Executive and Non-Executive Directors satisfies the requirements of the Listing
Rules of the CSE.

The Non-Executive Directors provide considerable depth of knowledge collectively gained

from experiences, whilst serving in a variety of public and private companies in various
industries. The Board includes two qualified Chartered Accountants who provide the Board
with the requisite financial acumen and knowledge on financial matters.

The Board considers that the composition and expertise of the Board is sufficient to meet
the present needs of the Group, but will continue to review the composition and the mix of
skills and expertise on an ongoing basis to align it to the business needs and complexity of
the Group’s operations.
 Annual Report 2011 | Dialog Axiata PLC 31
Corporate Governance Report

 Board Independence
Based on the Declarations made annually by each of the Non-Executive Directors in
accordance with the requirements set out in the Listing Rules of the CSE, 03 out of the 07
Non-Executive Directors, namely, Mr. Moksevi Prelis, Mr. Mohamed Muhsin and Mr. Jayantha
Dhanapala are considered independent. They are independent of management and free
from any business or other relationship, which could materially interfere with the exercise of
their judgment.

The Board considers the other 04 Non-Executive Directors, namely Datuk Azzat Kamaludin,
Mr. Azwan Khan Osman Khan, Dato’ Sri Jamaludin Ibrahim and Mr. James Maclaurin as non-
independent, as they are nominees of Axiata Group Berhad, the major shareholder of the
Company.

 Division of Responsibilities
The roles of the Chairman and the GCEO are separate with a clear distinction of
responsibilities between them, which ensure the balance of accountability and authority
between the running of the Board, and the executive’s responsibility for the running of the
Group’s businesses.

The role of the Chairman, Datuk Azzat Kamaludin, is to provide leadership to the Board, for
the efficient organisation and conduct of the Board’s function, and to ensure the integrity
and effectiveness of the relationship between the Non-Executive and Executive Director(s).

The role of the GCEO, Dr. Hans Wijayasuriya is to implement policies and strategies
approved by the Board, and develop and recommend to the Board the business plans and
budgets that support the Group’s long-term strategy and vision that would lead to the
maximisation of shareholder value.

 Board Meetings and Attendance

The Board meetings for each financial year are scheduled in advance to enable the Directors
and management to plan accordingly and fit the year’s Board meetings into their respective
calendars. The Board’s annual meeting calendar (including Board meetings and Board
Committee meetings) is prepared with the consensus of all Directors and is tabled at the
Board meeting in the fourth quarter of each preceding year.

To ensure that Board meetings are conducted effectively and efficiently, the time allocation
for each agenda item is determined in advance. Members of the management and external
advisors are invited as and when required to attend Board meetings to present proposals
and provide further clarity to the Board.

The Board meets quarterly with a view to discharging its duties effectively. In addition,
special Board meetings are also held whenever necessary to deal with specific matters.
32 Dialog Axiata PLC | Annual Report 2011
Corporate Governance Report

A total of 07 meetings were held in 2011, which included 03 special meetings. The
attendance of Directors at these meetings is set out in the table below:

Meeting Attendance of the Members

Name of Director Attendance

Datuk Azzat Kamaludin 7/7
Dr. Hans Wijayasuriya 7/7
Mr. Moksevi Prelis 7/7
Mr. Mohamed Muhsin 7/7
Mr. Jayantha Dhanapala 7/7
Mr. Azwan Khan Osman Khan 6/7
Dato’ Sri Jamaludin Ibrahim 5/6
Mr. James Maclaurin 3/4

 Access to Information
To enable the Board to make informed decisions, the Board is supplied with complete and
adequate information in advance of each meeting, which includes an agenda, minutes,
board papers with background or explanatory information, financial and operational
performance reports. The Board also receives regular review reports and presentations on
business development, risk profiles and regulatory updates. Any additional information may
be requested by any Director as and when required.

The Board has separate and independent access to the Group’s Senior Management.
All Directors have access to the advice and services of the Company Secretary, who is
responsible to the Board for ensuring that Board procedures and applicable rules and
regulations are complied with.

The Directors, especially Non-Executive Directors, have access to independent professional

advice in the course of fulfilling their responsibilities, at the Company’s expense.

 Professional Development and Performance Evaluation

Upon appointment to the Board, new directors are provided with a Board Manual and
Management briefings to give an understanding on the following;
(a) the Company’s financial, strategic, operational and risk management position
(b) the Directors’ rights, duties and responsibilities
(c) the role of Board Committees
 Annual Report 2011 | Dialog Axiata PLC 33
Corporate Governance Report

The Directors are also provided with the opportunity to update and enhance their skills
and knowledge through continuous training conducted by both external and in-house
facilitators, and are periodically briefed on changes to relevant laws, regulations and
accounting standards which impact the Group’s business and the Directors.

The NRC is responsible for evaluating the Board’s performance and decides how the
Board’s performance may be evaluated and also proposes the objective performance
criteria. The Board performance evaluation for 2011 will be carried out during early 2012.

 Delegation of Authority and Board Committees

Other than the matters reserved for the Board, the Board has adopted a Group Policies
and Limits of Authority (LOA) framework applicable to the Group by which the Board has
delegated authority to its Board Committees and Management. The Group Policies state
the principles and sets out the tone by which business is to be conducted whereas the
primary purpose of the LOA is to set out clear guidance to management as to the matters
over which the Board reserves authority and those which it delegates to management. The
LOA has established a sound framework of authority and accountability, which facilitates
timely, effective and quality decision-making at the appropriate level.

The Board is supported by the following Board Committees which have been delegated
with certain specific responsibilities-
1. Board Audit Committee
2. Nominating and Remuneration Committee
3. Group Executive Committee

All Board Committees have written Terms of Reference approved by the Board and
the Board receives reports of their proceedings and deliberations. In instances where
committees have no authority to make decisions on matters reserved for the Board,
recommendations are highlighted for approval by the Board. The Chair Persons of each of
the Board Committees report the outcome of the committee meetings to the Board and
the relevant decisions are incorporated in the Minutes of the Board meetings. The Company
Secretary acts as Secretary to all Board Committees.

A brief description of each Board Committee is provided below:

 Board Audit Committee (BAC)

The BAC ensures that the Group complies with applicable financial standards and laws.
In addition, it ensures high standards of transparency and corporate disclosure and
endeavours to maintain appropriate standards of corporate responsibility, integrity and
accountability to the shareholders. The appointed members of the BAC are required to
exercise independent judgment in carrying out their functions.

The activities conducted by the BAC are set out in the BAC Report on pages 40 to 43.
34 Dialog Axiata PLC | Annual Report 2011
Corporate Governance Report

 Nominating and Remuneration Committee (NRC)

The role of the Nominating and Remuneration Committee (NRC) is to identify, consider and
propose suitable candidates for appointment as Directors and to formulate, review, approve
and make recommendations to the Board with regard to the remuneration of the Executive
and Non-Executive Directors and key positions within the Senior Management.

The NRC ensures that the Directors appointed to the Board possess the background,
experience and knowledge in business, technology, finance and/or management, so as to
maintain an appropriate balance of skills and experience of the Board, and also to ensure
that each Director brings to the Board an independent and objective perspective to ensure
that balanced and well-considered decisions are made.

The NRC also ensures that it receives quarterly updates from the Group HR Division on
staff-related matters.

The NRC comprises of 03 Non-Executive Directors, namely Datuk Azzat Kamaludin

(Chairman), Mr. Moksevi Prelis and Mr. Mohamed Muhsin.

The NRC held 04 meetings during the financial year ended 31st December 2011 and the
attendance at these meetings is set out below:

NRC Meeting Attendance

Name of Director Attendance

Datuk Azzat Kamaludin (Chairman) 4/4
Mr. Moksevi Prelis 4/4
Mr. Mohamed Muhsin 4/4

 Group Executive Committee (EXCOM)

The role of the Group Executive Committee (EXCOM) is to support the Board in the
performance of its duties by considering and approving, or recommending to the Board,
strategic, operational and financial matters and procurement proposals.

The EXCOM comprises of 04 representatives of the Board, namely Mr. James Maclaurin
(Chairman), Mr. Azwan Khan Osman Khan, Mr. Mohamed Muhsin and Dr. Hans Wijayasuriya
and 04 ex-officio members who are drawn from the membership of the Senior
Management of Dialog and Axiata.

The EXCOM held 05 meetings during the financial year ended 31st December 2011.

The above Board committees are supported by a comprehensive and effective internal
governance structure, consisting of the Group Senior Management Committee (GSMC),
headed by the GCEO, to oversee the overall operations of the Group. Reporting to the
 Annual Report 2011 | Dialog Axiata PLC 35
Corporate Governance Report

GSMC are 08 Group Leadership Committees that oversee the effective management of the
following core functional areas:
(1) Service Delivery
(2) Sales and Marketing
(3) Technology
(4) Information Technology
(5) Human Resources
(6) Legal & Compliance
(7) Management Audit
(8) Enterprise Risk Management

 Re-appointment and Re-election

In accordance with the Company’s Articles of Association, Directors who were appointed
during the year must submit themselves to the shareholders for re-election at the first
AGM following their appointment and one-third of the Directors (excluding the Executive
Director) are subject to retirement and re-appointment by rotation at every AGM. The
Directors who retire by rotation are those who have been longest in office since their
appointment/re-appointment.

The newly appointed Director and the Director retiring by rotation and eligible for
re-election this year are mentioned in the Notice of the AGM on page 116.

2. Remuneration
The Company’s remuneration policy endeavours to attract, retain and motivate Directors
of the quality and experience commensurate with the stature and operational complexity
of the Dialog Group. The remuneration policy for Directors is proposed, evaluated and
reviewed by the NRC, in keeping with criteria of reasonability.

The remuneration of Non-Executive Directors comprises of a monthly fixed allowance and

meeting allowances paid in accordance with the number of meetings attended during the
year 2011. During 2011, the remuneration of the Non-Executive Directors was reviewed by
the NRC and revised to reflect the increasing level of responsibility, commensurate with the
growth in volume and diversity of business of the Group, and to bring remuneration in line
with that paid to Non-Executive Directors of comparable companies.

The remuneration of the Executive Director, in his capacity of an employee, comprises of a

salary, bonuses, share options and other customary benefits as appropriate. Salary reviews
take into account market rates and the performance of the individual and the Company.
36 Dialog Axiata PLC | Annual Report 2011
Corporate Governance Report

Further the performance-related elements of remuneration have been designed to align the
interests of the Executive Director with those of shareholders and link rewards to corporate
and individual performance. Thus the variable component of the Executive Director’s
remuneration is based on the achievement of two dimensions - company performance
against company targets and individual performance against a pre-determined set of
Key Performance Indicators (KPI). These KPIs comprise of qualitative and quantitative
targets and the evaluation of the achievement of the KPIs is reviewed by the NRC and the
recommendations are tabled for approval of the Board.

A total of Rs. 30.53 Mn was paid to the Directors as emoluments for the financial year 2011.

3. Accountability and Audit

 Financial Reporting
The Board believes that independent verification is necessary to safeguard the integrity of
the Group’s accounting and financial reporting.

The Board aims to provide and present a balanced and understandable assessment of
the Group’s position and prospects. Therefore, the Board has established a formal and
transparent process to independently verify and safeguard the integrity of the Group’s
accounting and financial reporting and internal control systems, which are periodically
reviewed and monitored to ensure effectiveness.

The GCEO and the Group Chief Financial Officer (‘GCFO’) declare in writing to the Board
that the Company’s financial reports present a true and fair view, in all material respects, of
the Company’s financial condition and that operational results are stated in accordance with
relevant accounting standards.

4. Recognise and Manage Risk

 Internal Control
The Board acknowledges its overall responsibility in ensuring that a sound system of internal
control is maintained to safeguard shareholders’ investments and the Group’s assets.

The BAC conducts a review of the effectiveness of the Group’s system of internal controls
and reports its findings to the Board. The review covers all material controls, including
financial, operational and compliance controls and risk management systems. Upon
receiving confirmation from the heads of units, the GCEO and GCFO provide the BAC
with a certificate of compliance confirming compliance with all applicable statutory and
regulatory requirements on a quarterly basis.
 Annual Report 2011 | Dialog Axiata PLC 37
Corporate Governance Report

 Risk Management, Compliance and Control

The Group has established and implemented an Enterprise Risk Management system for
identifying, assessing, monitoring and managing material risk throughout the organisation,
which includes:
 Oversight of the risk management system;
 Examination of the Company’s Risk profile which contains a description of the material
risks facing the Company including financial and non-financial matters;
 Assessment of compliance and control;
 Assessment of effectiveness - mechanism to review, at least annually, the effectiveness
of the Company’s implementation of the risk management system.

The Enterprise Risk Management Group Leadership Committee is responsible for monitoring
the risks and reporting the same to the BAC and Board on a periodic basis or as and when
a significant risk arises.

 Internal Audit
Internal audits are conducted by the Group Internal Audit Division which is independent of
management. The Internal Auditor has access to management and the authority to seek
information, records, properties and personnel relevant to the subject of audit/review. Once
an audit/review is completed, a report is submitted to the BAC.

The BAC oversees the scope of the internal audit and has access to the internal audit
without the presence of the management.

In order to ensure independence, objectivity and enhance performance of the internal audit
function, a direct reporting line has been created from the internal audit function to the
BAC. The BAC recommends to the Board the appointment and dismissal of the Group Chief
Internal Auditor. The activities of the Group’s internal audit is detailed in the BAC Report on
page 43.

5. Responsible Decision-Making
The Group’s Code of Business Ethics and Employee Code of Conduct actively promote
ethical and responsible decision-making and endeavours to influence and guide the
Directors, employees and other stakeholders of the practices necessary to maintain
confidence in the Group’s integrity and to demonstrate the commitment of the Group to
ethical practices.
38 Dialog Axiata PLC | Annual Report 2011
Corporate Governance Report

The Group has in place an Insider Trading Policy which deals with the trading practices of
Directors, officers and employees of the Group in the Company’s securities. The Insider
Trading Policy raises awareness of the prohibitions under the law and specifies the
restrictions relating to trading by designated officers in specific circumstances, details of
such circumstances, and the basis upon which discretion is applied.

6. Respect for the Rights of Shareholders

The Company is committed to having regular, proactive and effective communication
with the investors and shareholders. The Company respects the rights of the shareholders
and seeks to empower them by communicating effectively and providing ready access to
balanced information about the Company.

 Communication with Shareholders

The Company communicates with the shareholders through the following means of
communication:-

1. Annual General Meeting

The AGM is the main event for shareholders to meet with the Board which allows
reasonable opportunity for informed shareholders to communicate their views on various
matters affecting the Company and the forthcoming AGM will be used to effectively
communicate with shareholders. The AGM is also attended by the Senior Management,
External Auditors and External Legal Counsel.

2. Announcements to the Colombo Stock Exchange

Announcements of quarterly interim financial results, press releases and various

announcements on corporate actions are disclosed to the CSE in a prompt and timely
manner in compliance with the Listing Rules of the CSE.

3. Media Releases

The Company ensures that releases are made to the media on all significant corporate
developments and business initiatives through its Group Corporate Communications Unit.

4. Company Website

Information on the Company’s performance, financial information, press releases, annual

reports, all relevant announcements made to the CSE and related information and other
corporate information is made available on the Company’s website at http://www.dialog.lk/
about/investors/.
 Annual Report 2011 | Dialog Axiata PLC 39
Corporate Governance Report

 Investor Relations
The Group Investor Relations (IR) Unit proactively disseminates relevant information about
the Company to the investor community, specifically the institutional fund managers and
analysts. The IR unit maintains close contact with the investor community by means of
road shows, company visits, one-on-one meetings, teleconferences and emails, etc. to
ensure that the Group’s strategies, operational activities and financial performance are well
understood and that such information is made available to them in a timely manner.

In the year 2011, the Company actively participated in 06 overseas investor conferences
held in Malaysia, Singapore and London including 03 overseas road shows organised by
the CSE and the Securities and Exchange Commission of Sri Lanka. The Company also
conducted two local forums for clients of reputed global financial services institutions. In
addition, the Company also conducts one-on-one meetings with key local and foreign
investors on a regular basis.

The Company held Investor Forums every quarter to brief local analysts, followed by an
earnings call via teleconference for foreign analysts and investors on the results achieved in
that quarter. These sessions not only provide analysts with a comprehensive review of the
Group’s financial performance, but also give them the opportunity to clarify related queries
they may have. The contents of these briefings are posted on the Company’s website at
http://www.dialog.lk/about/investors/.

 Major Transactions
There were no transactions during the year deemed a ‘major transaction’ in terms of the
definition stipulated in the Companies’ Act, No. 7 of 2007.
40 Dialog Axiata PLC | Annual Report 2011

Report of the Board Audit Committee

The Board Audit Committee (BAC) is a formally constituted sub-committee of the Board of
Directors (Board). It reports to and is accountable to the Board.

The primary function of the BAC is to implement, address issues and support the oversight
function of the Board in relation to the Group’s financial results, audits, corporate risks
and internal controls. It ensures compliance with international best practices, applicable
local laws and regulations and the requirements of the Listing Rules of the Colombo Stock
Exchange (CSE).

The Terms of Reference (ToR) of the BAC, as formulated by the Board, are reviewed
annually. They were updated during the year by the Board in order to keep pace with the
changing risk profiles of the organisation and were brought in line with appropriate and
relevant developments in international corporate governance best practices.

Composition
The BAC comprises of 05 Non-Executive Directors, of whom a majority of 03 are
Independent Non-Executive Directors. The composition meets the requirements stipulated
in the Listing Rules of the CSE. The Board Secretary functions as the Secretary to the BAC.

During the year, at the initiation of the Chairman of the BAC, Mr. Moksevi Prelis, the BAC
adopted a policy that the position of the BAC Chairman be rotated every 5 years as a good
governance practice. Accordingly, Mr. Prelis who functioned as the Chairman of the BAC
since 2005 stepped down from the post and Mr. Mohamed Muhsin was appointed as the
Chairman in May 2011.

Mr. James Maclaurin was appointed as a member of the BAC in May 2011.

The members of the BAC as at 31st December 2011 were:

1. Mr. Mohamed Muhsin - Independent Non-Executive Director (Chairman)
2. Mr. Moksevi Prelis - Independent Non-Executive Director
3. Mr. Jayantha Dhanapala - Independent Non-Executive Director
4. Mr. Azwan Khan Osman Khan - Non-Independent Non-Executive Director
5. Mr. James Maclaurin - Non-Independent Non-Executive Director
 Annual Report 2011 | Dialog Axiata PLC 41
Report of the Board Audit Committee

Meetings
The BAC had 06 meetings during the year 2011 which includes 02 special meetings. The
meeting attendance of the members is as follows:

Meeting Attendance of the Members

Name of Member Attendance

Mr. Moksevi Prelis (Chairman until May 2011) 6/6
Mr. Mohamed Muhsin (Chairman from May 2011) 6/6
Mr. Jayantha Dhanapala 6/6
Mr. Azwan Khan Osman Khan 4/6
Mr. James Maclaurin 3/4

The Group Chief Executive Officer, the Group Chief Financial Officer and the Group Chief
Internal Auditor, attended these meetings on invitation. The External Auditors also attended
these meetings, on invitation, to brief the BAC on specific issues. In addition to these formal
meetings, the BAC members met with the External Auditors in private sessions without any
of the management present to exchange views.

The Board is apprised of the significant issues deliberated and considers and adopts, if
thought fit, the recommendations of the BAC.

Summary of Principal Activities of the BAC During the Year

During the year, besides complying with the ToR, the BAC reviewed emerging business
risks and control issues. In particular, as the Group was implementing the renewal of several
business processes and systems, special attention was given to change management and
ensuring that information systems, billing systems and internal controls were in accord
with best practices and helped to address and mitigate risks. In addition, the enhancing of
Business Continuity and Disaster Recovery actions and plans received the attention of the
BAC. The following include the key activities carried out by the BAC during 2011:

Financial Reporting
In relation to the BAC’s primary function to provide assurance on the reliability of financial
statements through an independent review of risks, controls and the governance process,
it reviewed the quarterly and annual financial statements, in consultation with the External
and Internal Auditors, prior to making recommendations to the Board for approval.
42 Dialog Axiata PLC | Annual Report 2011
Report of the Board Audit Committee

Particular consideration was given to -

(a) changes in or implementation of accounting policies and practices;
(b) significant or material adjustments with financial impact arising from the audit;
(c) significant unusual events or exceptional activities;
(d) compliance with relevant accounting standards and other statutory and regulatory
requirements.

Risk Management and Internal Control

To enhance stronger governance of risk issues, the Risk Management function now has a
dotted reporting relationship to the BAC.

During the year, the BAC reviewed and monitored reports furnished by the Internal
Auditors, the External Auditors and the management, including:
 enterprise risk management reports on significant risk exposures and risk mitigation plans;
 Management Audit Group Leadership Committee Reports on the progress of the
management actions to resolve significant internal control issues as highlighted by the
Internal and External Auditors;
 certificate of compliance confirming compliance with all applicable statutory and
regulatory requirements;
 legal and regulatory reports on significant litigation and regulatory issues;
 implementation of the renewal of Information Systems;
 formulating enhanced measures for Business Continuity and Disaster Recovery.

The BAC further reviewed new policy updates, revisions or enhancements of the internal
policies and procedures as recommended by the management to ascertain that the
improvements made are aligned to best business practices and effective internal control
processes.

The BAC also reviewed plans to comply with the provisions of the International Financial
Reporting Standards (IFRS) and ensured its implementation.

External Audit
The BAC reviewed the External Audit Plan including the scope and the fee for the annual audit
and also had discussions with the External Auditors prior to the year-end audit to discuss their
audit approach and procedures, including matters relating to the scope of the audit.
 Annual Report 2011 | Dialog Axiata PLC 43
Report of the Board Audit Committee

The BAC reviewed the results of the external audit and the recommendations contained
in the Management Letters arising from the audits of the quarterly and annual financial
statements, and ensured appropriate follow up actions were taken.

The independence and objectivity of the External Auditors were reviewed by the BAC,
which held the view that the services outside the scope of the statutory audit provided by
the External Auditors have not impaired their independence.

The BAC recommended to the Board that Messrs PricewaterhouseCoopers be reappointed

as the External Auditors for the financial year 2012.

Internal Audit
The BAC is supported by the Group Internal Audit Division, which is headed by Mr. Izrin
Hashim, the Group Chief Internal Auditor who reports directly to the BAC. The Division
has a mix of expertise in the disciplines of Finance, Information Technology and Network
Engineering that comprises of 12 qualified audit personnel in those disciplines. A robust
training programme is in place. The Division leverages global best practices and has an
ongoing knowledge sharing and training programme with the Axiata Group.

The Division’s audit plans are reviewed and approved by the BAC and follow up actions
are monitored. The performance of the Internal Audit Division is appraised by the
BAC on an annual basis against the audit plan and predetermined key performance
indicators. The Group Chief Internal Auditor’s periodic reports detailing control issues
and recommendations are reviewed by the BAC and follow actions in regard to past and
present recommendations are monitored.

The Group Internal Audit Division performed 31 audit assignments and highlighted key risk
issues with recommendations for action. In addition, the division co-ordinated and updated
the follow-up action reviews on external audit issues.

Conclusion
The BAC is satisfied that the Group’s accounting policies, internal controls and risk management
processes are adequate to provide reasonable assurance that the financial affairs of the Group
are managed in accordance with Group policies and accepted accounting standards.

On behalf of the Board Audit Committee,

Mohamed Muhsin
Chairman, Board Audit Committee

Date: 30th March 2012

44 Dialog Axiata PLC | Annual Report 2011

DIAL Share Information

Table 1: Market Information on DIAL Share

2011 Q4 Q3 Q2 Q1 2010
Share Information
Highest Price (Rs.) 12.20 8.60 11.00 11.00 12.20 13.80
Lowest Price (Rs.) 7.50 7.50 7.80 8.90 10.20 6.50
Closing Price (Rs.) 7.80 7.80 8.40 8.90 10.50 11.80

Trading Statistics
Number of Trades ’000 14.5 2.5 3.2 3.8 5.0 36.0
% of Total Market Trades 0.3 0.4 0.2 0.3 0.4 1.1

Number of Shares
Traded (Mn) 311 121 51 51 88 934
% of Total Shares Traded 1.3 4.0 0.7 0.7 1.3 5.7
% of Public Float 26.0 10.1 4.3 4.2 7.4 77.8

Turnover (Rs. Mn) 2,949 975 429 512 1,034 9,304

Avg. Daily Turnover (Rs. Mn) 12.3 16.2 6.8 9.0 17.5 39.1
% of Total Market Turnover 0.5 1.5 0.3 0.4 0.5 1.6

Market Capitalisation (Rs. Mn) 63,521 63,521 68,408 72,480 85,510 96,097
% of Total Market Capitalisation 2.9 2.9 2.8 3.1 3.5 4.3
 Annual Report 2011 | Dialog Axiata PLC 45
DIAL Share Information

The DIAL Share

Having been among the top performing markets of 2009 and 2010, the Colombo Stock
Exchange (CSE) witnessed a correction in 2011. The market experienced a high level of
volatility during the year in the face of liquidity constraints (Regulator restricting trading on
credit and unprecedented capital raising - Rs. 47 Bn raised through initial public offerings
and rights issues), diminishing foreign investor participation, increased trading in speculative
counters and unexpected devaluation of the currency in November 2011. Corporate
earnings growth nonetheless remained strong, resulting in a sharp correction in valuations.
The benchmark All Share Price Index (ASPI) recorded a decrease of 8.5% while the Milanka
Price Index (MPI) recorded a decrease of 25.9% in 2011.

DIAL share started the year at Rs. 11.90 and traded between a high of Rs. 12.20 and a low
of Rs. 7.50 to close the year at Rs. 7.80. The share price decreased by 33.9% in spite of the
continued strong financial performance recorded. DIAL share underperformed both the
ASPI and MPI.

However, during the second half of the year, DIAL share outperformed the MPI, while
declining in line with the ASPI. DIAL share declined by 12.4% while the ASPI and the MPI
decreased by 11.3% and 17.6% respectively during the second half of 2011. This is illustrated
in figure 2.
46 Dialog Axiata PLC | Annual Report 2011
DIAL Share Information

Market Capitalisation
The total Market Capitalisation of the Company dropped by 33.9% to Rs. 63.52 Bn during
the year compared to Rs. 96.10 Bn in 2010, representing approximately 2.9% of the total
market capitaliasation of the CSE. DIAL is among the top ten largest companies on the CSE
in terms of Market Capitalisation.

Dividends
Dialog’s dividend policy seeks to ensure a dividend payout which is derived based on
deleveraging requirements and free cash flows generated for the year, thus assisting in the
creation of sustainable shareholder value in the medium and long term.

The Board has resolved to propose for consideration by the shareholders of the Company, a
cash dividend to ordinary shareholders of twenty-five cents (Rs. 0.25) for the FY 2011. This
translates to a dividend payout amounting to 39% of Group PAT post preference dividend.

The total dividend proposed in FY 2011 is Rs 2.04 Bn compared to Rs 1.63 Bn declared and
paid out for the FY 2010, representing an increase of 25%.

Total Shareholder Returns

The Total Shareholder Returns (TSR) of the share was negative 32.2% in 2011 as a result of
33.9% decrease in the share price partly offset by the dividend per share of Rs. 0.20 paid
during the year. The Total Return Index (TRI) based on ASPI was negative 6.8% in 2011,
while TRI based on MPI was negative 24.6%.

Earnings Per Share

The diluted earnings per share (EPS) for the year was Rs. 0.65 compared to the EPS of
Rs. 0.59 recorded in FY 2010. EPS is calculated by dividing the net profit attributable to
shareholders by the weighted average number of ordinary shares in issue during the year
and excluding ordinary shares held by the Employee Share Option Trust.
 Annual Report 2011 | Dialog Axiata PLC 47
DIAL Share Information

Price Earnings Ratio

DIAL share was trading at 12.0 times earnings as at 31st December 2011 compared to 20.0
times as at 31st December 2010 mainly due to the decrease in the share price combined
with an EPS growth of 10.2%. Consequently, DIAL share was trading at a lower earnings
multiple to the market, which was recorded at 15.8 times as at 31st December 2011.

Table 2: Trading Multiples

2011 2010 2009 2008

Market Cap (Rs. Bn) 64 96 59 49
Market Value Added (Rs. Bn) (32) 37 10 (114)
Enterprise Value (Rs. Bn) 78 118 87 79
EV/EBITDA (X) 4.8 7.8 9.1 8.7
Diluted EPS (Rs.) 0.7 0.6 (1.7) (0.5)
PER (X) 12.0 20.0 n.a. n.a.
Price to Book (X) 1.9 3.3 2.4 1.3
Dividend Yield (%) 3.2 1.7 n.a. n.a.
Dividend Payout Ratio (%) 39 34 n.a. n.a.

Return on Equity and Return on Invested Capital

The Return on Equity (ROE) for the Group decreased to 16.8% in 2011 from 17.8% in 2010.
Return on Invested Capital (ROIC) for the Group improved to 12.3% in 2011 from 10.2% in
2010 driven by the strong growth in earnings.
48 Dialog Axiata PLC | Annual Report 2011
DIAL Share Information

Price to Book Ratio

The price to book ratio of the Group as at 31st December 2011 was 1.9 times, compared to
3.3 times in the previous year, a decrease of 41.2% as a result of 33.9% decline in the share
price and 12.4% increase in net assets (adjusted to exclude preference share capital).

Liquidity
During the year, 311 Mn shares were traded compared to 934 Mn shares transacted in 2010.
The number of shares traded as a percentage of the public float decreased to 26.0% in
2011 compared to 77.8% in 2010.

The average daily turnover of the DIAL share was Rs. 12 Mn in 2011 which amounted to
0.5% of the average daily total market turnover (1.6% in 2010), mainly driven by the decline
in foreign participation in the market. Market foreign turnover as a percentage of total
market turnover decreased to 10.8% in 2011 from 18.5% in 2010.

Composition of Shareholders
The total number of Shareholders of DIAL decreased to 22,744 as at 31st December 2011
compared to 22,931 during the previous year.
 Annual Report 2011 | Dialog Axiata PLC 49
DIAL Share Information

The public float of DIAL remained at 14.7% as at 31st December 2011. In terms of
composition of the public float, foreign investors held 53% of the float, 37% was held by
local institutional investors and 10% by local retail investors.

The year 2011 witnessed an increase in Local Institutional investor interest in the share, as
evident from figure 4, the local institutional investor composition increased to 37% in 2011
compared to 32% in the previous year.

Shareholders Profile

Table 3: Distribution of Shareholders

31st December 2011 31st December 2010

No. of No. of No. of No. of
Shareholders % Shares Held % Shareholders % Shares Held %
1 1,000 10,861 47.75 6,041,385 0.07 10,607 46.26 6,094,405 0.07
1,001 - 10,000 10,463 46.00 26,252,869 0.32 10,801 47.10 27,216,564 0.33
10,001 - 100,000 1,165 5.12 34,785,566 0.43 1,212 5.29 37,239,219 0.46
100,001 - 1,000,000 177 0.78 50,252,033 0.62 220 0.96 65,624,270 0.81
Over 1,000,000 78 0.34 8,026,446,552 98.56 91 0.40 8,007,603,947 98.33
Total 22,744 100.00 8,143,778,405 100.00 22,931 100.00 8,143,778,405 100.00
* The issued Ordinary Shares of Dialog Axiata PLC are listed on the Colombo Stock Exchange.
* Stock exchange ticker symbol for Dialog Axiata shares: DIAL
* Newswire codes

Bloomberg: DIAL.SL Dow Jones: DIAL.SL Reuters: DIAL.CM

50 Dialog Axiata PLC | Annual Report 2011
DIAL Share Information

Twenty Largest Shareholders of the Company

Table 4: Twenty Largest Shareholders

No. of Shares No. of Shares

as at 31st % of as at 31st % of
Name of Shareholder December 2011 Holding December 2010 Holding

1. Axiata Investments (Labuan) Limited 6,785,252,765 83.3 6,785,252,765 83.3

2. HSBC-BBH Genesis Smaller Companies 191,221,640 2.3 191,221,640 2.3
3. Employees Provident Fund 165,411,989 2.0 95,316,289 1.2
4. Dialog Axiata Employee Share Option
Trust (formerly known as Dialog Telekom
ESOS Trust) 158,572,462 1.9 158,572,462 1.9
5. Sri Lanka Insurance Corporation Limited -
Life Fund 74,585,920 0.9 74,585,920 0.9
6. HSBC-SSBT-International Finance
Corporation 64,086,800 0.8 64,086,800 0.8
7. HSBC-BBH-Genesis Emerging Markets
Opportunities Fund 55,345,900 0.7 55,345,900 0.7
8. HSBC-JPMLU-Morgan Stanley Asset
Management 54,985,167 0.7 38,330,452 0.5
9. Browns Investments PLC 44,990,600 0.6 7,042,000 0.1
10. BNY-CF Ruffer Investment Funds:
CF Ruffer Pacific Fund 44,314,300 0.5 28,214,300 0.3
11. HSBC-JPMCB-Scottish ORL SML TR
GTI 6018 32,207,500 0.4 22,207,500 0.3
12. HSBC-SSBT-The RBS AS DEP of FS
India Subcontinent Fund 26,370,100 0.3 17,240,000 0.2
13. Pemberton Asian Opportunities Fund 23,000,000 0.3 12,300,000 0.2
14. Sri Lanka Insurance Corporation Limited -
General Fund 22,320,360 0.3 22,320,360 0.3
15. Associated Electrical Corporation Limited 18,450,600 0.2 17,500,000 0.2
16. HSBC-SSBT-Morgan Stanley Frontier
Emerging Markets Fund Inc 18,347,188 0.2 15,083,907 0.2
17. Seylan Bank PLC - A/C No. 3 17,459,100 0.2 14,703,100 0.2
18. Mellon Bank N.A. - Florida Retirement
System 14,472,600 0.2 – 0.0
19. Northern Trust Fiduciary Services
(Ireland) Limited as Trustee to
Baring Asean Frontiers Fund 12,904,800 0.2 44,620,900 0.5
20. Mercantile Investments PLC 11,000,000 0.1 11,000,000 0.1
 Financial Reports
Dialog Axiata PLC and its subsidiaries
 52 Dialog Axiata PLC | Annual Report 2011

Annual Report of the Board of Directors

Dialog Axiata PLC and Its Subsidiaries

Annual report of the Board for the year ended 31 December 2011
The Board of Directors of Dialog Axiata PLC (‘DAP’ or ‘the Company’) is pleased to present herewith
their Annual Report together with the audited consolidated financial statements of the Company and its
subsidiaries (collectively referred to as ‘the Group’) for the financial year ended 31st December 2011 as set
out on pages 60 to 110.

This Annual Report of the Board on the affairs of the Company contains the information required in terms
of the Companies Act, No. 07 of 2007 and the Listing Rules of the Colombo Stock Exchange and are
guided by recommended best practices.

Formation
The Company is a public limited liability company incorporated and domiciled in Sri Lanka and is listed on
the Colombo Stock Exchange. The registered office of the Company is located at No. 475, Union Place,
Colombo 2.

The Company was incorporated in Sri Lanka on 27th August 1993, under the Companies Act,
No. 17 of 1982, as a private limited liability company bearing the name of MTN Networks (Private) Limited.

MTN Networks (Private) Limited changed its name to Dialog Telekom Limited on 26th May 2005 and was
listed on the Colombo Stock Exchange on 28th July 2005. Pursuant to the requirements of the Companies
Act, No. 07 of 2007, the Company was re-registered on 19th July 2007 and was accordingly renamed as
Dialog Telekom PLC and bears registration number PQ 38. The Company and its subsidiaries had entered
into number of agreements with the Board of Investment of Sri Lanka (BOI). The Company and the Group
enjoy concession under Section 17 of the BOI Act.

Dialog Telekom PLC changed its name to Dialog Axiata PLC on 7th July 2010 in accordance with the
provisions of the Section 8 of the Companies Act, No. 07 of 2007.

Principal Activities
The main activities of the Company and its subsidiaries, which remain unchanged since the last year,
are to provide communication (Mobile, Internet, International, Data and Backbone, Fixed Wireless and
Transmission Infrastructure) and Media-related services (Television broadcasting services and Direct to
Home Satellite Pay Television Service).

Financial Statements
The financial statements which include the balance sheet, income statement, cash flow statement, statement
of changes in equity, and notes to the financial statements of the Company and the Group for the year
ended 31st December 2011 are set out on pages 60 to 110.
 Annual Report 2011 | Dialog Axiata PLC 53
Annual Report of the Board of Directors

Independent Auditor’s Report

The Independent Auditor’s Report is set out on page 59.

Accounting Policies
There were no changes in the accounting policies adopted by the Company and the Group compared to
the previous year. The significant accounting policies adopted in the preparation of financial statements are
given on pages 65 to 75.

Statement of Directors’ Responsibility

The Directors are responsible for preparing and presenting the financial statements of the Company and
the Group to reflect a true and fair view of the state of affairs. The Directors are of the view that these
financial statements have been prepared in conformity with the requirements of the Sri Lanka Accounting
Standards, the Companies Act, No. 07 of 2007 and the Listing Rules of the Colombo Stock Exchange.

Review of Business
The state of affairs of the Company and the Group as at 31st December 2011 is set out in the balance sheet
on page 60. An assessment of the financial performance of the Company and the Group is set out in the
income statement on page 61.

Property, Plant and Equipment

The movements in property, plant and equipment during the year are set out in Note 6 to the
financial statements.

Market Value of Properties

The Directors are of the opinion that the carrying values of properties stated in Note 6 to the financial
statements reflect their fair value.

Reserves
The aggregate values of reserves and their composition are set out in the statements of changes in equity
on pages 62 and 63 to the financial statements.

Dividends
The Board of Directors has recommended a withholding tax-free final dividend of Rs. 0.25 per share
amounting to Rs. 2,035,944,601/- for the financial year 2011, subject to the approval of the shareholders at
the Annual General Meeting.
 54 Dialog Axiata PLC | Annual Report 2011
Annual Report of the Board of Directors

Substantial Shareholdings
The parent company, Axiata Investments (Labuan) Limited holds 83.32% of the ordinary shares in issue of
the Company. As at 31st December 2011 the public shareholding was 14.73% (2010 - 14.73%).

The twenty largest shareholders of the Company and the corresponding percentages held are set out in
page 50.

Directors
The Directors of the Company as at 31st December 2011 were;
Datuk Azzat Kamaludin (Chairman)
Dr. Hansa Wijayasuriya (Group Chief Executive Officer)
Mr. Moksevi Prelis
Mr. Mohamed Muhsin
Mr. Jayantha Dhanapala
Mr. Azwan Khan Osman Khan
Dato’ Sri Jamaludin Ibrahim
Mr. James Maclaurin

In accordance with the Articles of Association of the Company, Mr. Mohamed Muhsin retires by rotation and
is eligible for re-election at the forthcoming Annual General Meeting.

Mr. James Maclaurin was appointed to the Board since the last Annual General Meeting and in terms of
the Articles of Association of the Company will submit himself for re-election at the forthcoming Annual
General Meeting.

Mr. Moksevi Prelis, who has attained the age of 75 years on 2nd July 2011 and Mr. Jayantha Dhanapala, who
has attained the age of 73 years on 30th December 2011, retire pursuant to Section 210 of the Companies
Act, No. 07 of 2007, and resolutions that the age limit of 70 years referred to in Section 210 of the
Companies Act shall not be applicable to Mr. Moksevi Prelis and Mr. Jayantha Dhanapala will be proposed
at the forthcoming Annual General Meeting.

Interests Register
The Company has maintained an interests register as required by the Companies Act, No. 07 of 2007. The
names of the Directors who were directly or indirectly interested in a contract or a proposed transaction
with the Company or the Group during the year are given in Note 32 to the financial statements.

Remuneration and Other Benefits of Directors

The remuneration and other benefits of the Directors are given in Note 22 to the financial statements.
 Annual Report 2011 | Dialog Axiata PLC 55
Annual Report of the Board of Directors

Employee Share Option Scheme

The total number of shares granted under Tranche 0 was 88,841,218. As at 31st December 2011, 51,103,699
share options had been exercised and 28,030,318 share options remain unexercised and are exercisable
before 25th October 2012. As at 31st December 2011, 9,707,201 options have been forfeited and are
available for allocation for subsequent tranches.

No options under the employee share option scheme was exercised during the financial year 2011.

Directors’ Interests in Shares of the Company

The details of shares held by the Directors and their spouses as at the end of the year are as follows:

As at December 2011 2010

Dr. Hansa Wijayasuriya 42,570 42,570
Mr. Moksevi Prelis 18,480 18,480
Mr. Mohamed Muhsin 18,040 18,040

None of the Directors other than those disclosed above held any shares of the Company.

Amounts Payable to the Firm holding Office as Independent Auditor

The remuneration payable by the Company to the Independent Auditor is given in Note 22 to the financial
statements.

Stated Capital
The stated capital of the Company as at 31st December 2011 was Rs. 29,306,113,435/- comprising
8,143,778,405 ordinary shares and 1,250,000,000 rated cumulative redeemable preference shares.

Corporate Governance
The Directors place great emphasis on instituting and maintaining internationally accepted corporate
governance practices and principles with respect to the management and operations of the Company and
the Group, in order to develop and nurture long-term relationships with key stakeholders. The Directors
confirm that the Company is in compliance with Section 7.10 of the Listing Rules of the Colombo Stock
Exchange on Corporate Governance.

Statutory Payments
The Directors confirm that, to the best of their knowledge having made adequate inquiries from management,
all taxes, duties, levies and statutory payments payable by the Company and its subsidiaries and all
contributions, levies and taxes payable on behalf of and in respect of the employees of the Company and the
Group as at the balance sheet date have been duly paid, or where relevant provided for, except as disclosed
in Note 30.
 56 Dialog Axiata PLC | Annual Report 2011
Annual Report of the Board of Directors

Risk Management and Internal Control

The Directors are responsible for the Group’s system of internal controls covering financial operations and
risk management activities and review its effectiveness, in accordance with the provisions of the Corporate
Governance Framework. The Directors consider that the system is appropriately designed to manage the
risk environment facing the Company and to provide reasonable assurance against material misstatement
or loss. The Directors further confirm that there is an ongoing process allowing for the identification,
evaluation and management of significant business risks.

Environmental Protection
The Group is sensitive to the needs of the environment and makes every endeavour to comply with the
relevant environmental laws, regulations and best practices applicable in the country. After making adequate
inquiries from management, the Directors are satisfied that the Company and the Group operate in a manner
that minimises the detrimental effects on the environment and provides products and services that have a
beneficial effect on the customers and the communities within which the Company and the Group operate.

Donations
The total donations made by the Company during the year for charitable purposes amounted to
Rs. 16,849,911/- (2010 – Rs. 51,705,846/-).

Going Concern
The Directors have reviewed the business plans and are satisfied that the Company and the Group have
adequate resources to continue as a going concern in the foreseeable future. As such, the financial
statements have been prepared on the basis that the Company and the Group being a going concern.

Future Developments
In line with its corporate vision to be a leader in multi-sensory connectivity as manifested in a quadruple
play business and technology formulation, the Group will continue to be aggressive in establishing
customer facing technology and service delivery infrastructures spanning mobile, fixed line, broadband
and digital television sectors. The Company and the Group will employ an up-to-date portfolio of access
and core network technologies in keeping with a dynamic and regularly reviewed, technology and
service delivery road map architected in keeping with global best practices and technology evolution.
The Company will also continue to develop and consolidate its service delivery capability footprint across
Sri Lanka in terms of the establishment of basic physical infrastructures such as fibre optic transmission
backbone, transmission towers and Internet Protocol (IP) transport networks capable of supporting the
delivery of the multiple and converged connectivity services provided by the Group.

The Group will continue to focus on delivering enhanced levels of empowerment to Sri Lankan citizens
and businesses, and will in particular seek to leverage its strengths in technology and research, to
deliver parity access to financial services, education, information and entertainment via its portfolio of
connectivity services.
 Annual Report 2011 | Dialog Axiata PLC 57
Annual Report of the Board of Directors

Independent Auditor
Messrs PricewaterhouseCoopers, Chartered Accountants, served as the Independent Auditor during the
year. The Directors are satisfied that, based on representations made by the Independent Auditor to the
Board, they did not have any relationship or interest with the Company and its subsidiaries that would
impair their independence and objectivity, other than as Independent Auditor and tax consultants for
income tax compilation.

Messrs PricewaterhouseCoopers, Chartered Accountants have expressed their willingness to continue as

Independent Auditor of the Company and a resolution to reappoint Messrs PricewaterhouseCoopers as
Independent Auditor will be proposed at the forthcoming Annual General Meeting.

Events after the Balance Sheet date

No other material events have occurred since the balance sheet date which require adjustments to or
disclosures in the financial statements other than those disclosed in Note 34 to the financial statements.

By Order of the Board,

Dr. Hans Wijayasuriya Mr. Moksevi Prelis Ms. Viranthi Attygalle

Director Director Secretary

Colombo
17th February 2012
 58 Dialog Axiata PLC | Annual Report 2011

The Statement of Directors’ Responsibility

The responsibility of the Directors in relation to the financial statements of the Company and the Group, is
set out in the following statement. The responsibility of the Independent Auditor, in relation to the financial
statements, prepared in accordance with the provisions of the Companies Act, No. 07 of 2007 [‘Act’], is set
out in the Independent Auditor’s Report on page 59.

The financial statements comprise:

 an income statement, which presents a true and fair view of the profit and loss of the Company and
the Group for the financial year, and
 a balance sheet, which presents a true and fair view of the state of affairs of the Company and the
Group as at the end of the financial year.

The Directors are required to ensure that, in preparing these financial statements:
 appropriate accounting policies have been selected and applied in a consistent manner and material
departures, if any, have been disclosed and explained;
 all applicable Accounting Standards, as relevant, have been followed;
 reasonable and prudent judgments and estimates have been made; and
 information required by the Act and the Listing Rules of the Colombo Stock Exchange have been
complied with.

The Directors are also required to ensure that the Company and its subsidiaries have adequate resources
to continue in operation to justify applying the going concern basis in preparing these financial statements.
Further, the Directors have a responsibility to ensure that the Company maintains sufficient accounting
records to disclose, with reasonable accuracy the financial position of the Company and of the Group, and
to ensure that the financial statements presented comply with the requirements of the Act.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Company and
of the Group and in this regard to give proper consideration to the establishment of appropriate internal
control systems with a view to preventing and detecting fraud and other irregularities.
The Directors are required to prepare the financial statements and to provide the Independent Auditor with
every opportunity to take whatever steps and undertake whatever inspections they may consider to be
appropriate to enable them to give the Independent Auditor’s opinion.
Further, the Directors have recommended a final dividend of twenty five cents (Rs. 0.25) per share, after
being satisfied that the Company would satisfy the solvency test immediately after such distribution in
accordance with Section 57 of the Act, and have obtained a certificate of solvency from the Auditor.
The Directors are of the view that they have discharged their responsibilities as set out in this statement.

Compliance Report
The Directors confirm that to the best of their knowledge, all taxes, duties and levies payable by the
Company and its subsidiaries, all contributions, levies and taxes payable on behalf of and in respect of
the employees of the Company and its subsidiaries, and all other known statutory dues as were due and
payable by the Company and its subsidiaries as at the balance sheet date have been paid, or where relevant
provided for, except as specified in Note 30 to the financial statements covering contingent liabilities.

By Order of the Board,

Company Secretary
Colombo

17th February 2012

 Annual Report 2011 | Dialog Axiata PLC 59

Independent auditor’s report

To the shareholders of Dialog Axiata PLC
Report on the Financial Statements
1 We have audited the accompanying financial statements of Dialog Axiata PLC (“the Company”), the
consolidated financial statements of the Company and its subsidiaries, which comprise the balance sheets as at 31
December 2011, and the income statements, statements of changes in equity and cash flow statements for the year
then ended, and a summary of significant accounting policies and other explanatory notes as set out in pages 60
to 110.

Management’s Responsibility for the Financial Statements

2 Management is responsible for the preparation and fair presentation of these financial statements in accordance
with Sri Lanka Accounting Standards. This responsibility includes: designing, implementing and maintaining internal
controls relevant to the preparation and fair presentation of financial statements that are free from material
misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.

Scope of Audit and Basis of Opinion

3 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with Sri Lanka Auditing Standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance whether the financial statements are free from material misstatement.
4 An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
5 We have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit. We therefore believe that our audit provides a reasonable basis for our
opinion.

Opinion
6 In our opinion, so far as appears from our examination, the Company maintained proper accounting records for
the year ended 31 December 2011 and the financial statements give a true and fair view of the Company’s state of
affairs as at 31 December 2011 and of its profit and cash flows for the year then ended in accordance with Sri Lanka
Accounting Standards.
7 In our opinion, the consolidated financial statements give a true and fair view of the Group’s state of affairs
as at 31 December 2011 and of the profit and cash flows for the year then ended, in accordance with Sri Lanka
Accounting Standards, of the Company and its subsidiaries dealt with thereby, so far as concerns the shareholders
of the Company.

Report on other legal and regulatory requirements

8 These financial statements also comply with the requirements of Sections 151(2) and 153(2) to 153(7) of the
Companies Act, No. 07 of 2007.

COLOMBO CHARTERED ACCOUNTANTS

 60 Dialog Axiata PLC | Annual Report 2011

Consolidated Balance Sheet

Group Company
As at 31st December 2011 2010 2011 2010
Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

ASSETS
Non-Current Assets
Property, plant and equipment 6 51,100,953 53,014,351 41,212,795 44,348,523
Intangible assets 7 3,869,456 3,757,193 1,619,582 1,397,140
Investments in subsidiaries 8 Nil Nil 10,326,010 10,326,010
Investment in associate 9 37,100 Nil 27,742 Nil
Other investment 10 30,596 30,596 30,596 30,596
Amount due from subsidiaries 11 Nil Nil 13,995,890 8,771,992
55,038,105 56,802,140 67,212,615 64,874,261
Current Assets
Inventories 12 435,743 271,184 395,515 266,159
Trade and other receivables 11 10,274,922 9,628,718 9,016,826 8,071,307
Cash and cash equivalents 13 10,452,379 5,433,770 6,900,163 5,079,135
21,163,044 15,333,672 16,312,504 13,416,601
Total assets 76,201,149 72,135,812 83,525,119 78,290,862
EQUITY
Capital and Reserves Attributable to Equity Holders
Stated capital 14 29,306,113 30,556,113 29,306,113 30,556,113
ESOS trust shares 14 (1,990,921) (1,990,921) (1,990,921) (1,990,921)
Dividend reserve - ESOS 291,781 260,067 291,781 260,067
Revaluation reserve 15 128,469 131,713 93,798 96,820
Retained earnings 6,233,535 2,656,318 15,281,789 10,744,469
33,968,977 31,613,290 42,982,560 39,666,548
Total equity 33,968,977 31,613,290 42,982,560 39,666,548
LIABILITIES
Non-Current Liabilities
Borrowings 18 17,488,097 20,122,753 17,488,097 20,122,753
Deferred income tax liabilities 19 2,013,771 1,612,510 2,013,771 1,612,510
Retirement benefit obligations 20 443,731 390,635 403,482 358,854
Provision for other liabilities 21 586,660 619,876 574,054 607,794
Deferred revenue 17 1,056,654 285,766 1,055,174 285,766
21,588,913 23,031,540 21,534,578 22,987,677
Current liabilities
Trade and other payables 16 13,267,684 12,094,208 11,710,841 10,443,631
Current income tax liabilities 63,825 14,151 60,667 10,898
Borrowings 18 7,311,750 5,382,623 7,236,473 5,182,108
20,643,259 17,490,982 19,007,981 15,636,637
Total liabilities 42,232,172 40,522,522 40,542,559 38,624,314
Total equity and liabilities 76,201,149 72,135,812 83,525,119 78,290,862
Net Asset per Share Rs. 4.02 3.57 5.12 4.56

I certify that these financial statements have been prepared in compliance with the requirements of the Companies Act,
No. 07 of 2007.

Lucy Tan
Group Chief Financial Officer
17th February 2012
The Board of Directors is responsible for the preparation and presentation of these financial statements.
Approved and signed for and on behalf of the Board of Directors.

Dr. Hans Wijayasuriya Mr. Moksevi Prelis

Director Director
17th February 2012 17th February 2012
The notes on pages 65 to 110 form an integral part of these financial statements.
 Annual Report 2011 | Dialog Axiata PLC 61

Consolidated Income Statement

Group Company
For the year ended 31st December 2011 2010 2011 2010
Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Revenue 5 45,637,211 41,422,783 41,776,308 37,954,236

Direct costs (25,114,415) (23,114,521) (22,494,294) (20,558,465)
Gross margin 20,522,796 18,308,262 19,282,014 17,395,771
Other operating income 75,068 94,450 69,961 81,525
Administrative costs (8,054,621) (7,574,992) (6,260,281) (5,727,544)
Distribution costs (6,325,231) (5,414,418) (5,906,107) (4,949,144)
Operating profit 22 6,218,012 5,413,302 7,185,587 6,800,608
Net finance (costs)/income 24 (295,414) 124,512 (305,402) 242,667
Share of profit from associate 9 9,681 Nil Nil Nil
Profit before tax 5,932,279 5,537,814 6,880,185 7,043,275
Taxation 25 (578,657) (490,373) (566,238) (491,322)
Profit for the year 5,353,622 5,047,441 6,313,947 6,551,953

Attributable to:
Equity holders of the Company 5,353,622 5,047,441 6,313,947 6,551,953

Earnings per share for profit attributable

to the ordinary shareholders of
the Company during the year
(expressed in Rupees per share)
- Basic 26 0.651 0.595 0.772 0.784
- Diluted 26 0.651 0.595 0.772 0.784

The notes on pages 65 to 110 form an integral part of these financial statements.
 62 Dialog Axiata PLC | Annual Report 2011

Consolidated Statement of Changes in Equity

Attributable to equity holders of the Group
Retained
earnings/
Stated Shares in Dividend Revaluation (Accumulated
Note capital ESOS trust reserve reserve losses) Total
Group Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000

Balance as at
1st January 2010 31,806,113 (1,990,921) 260,067 136,471 (2,102,401) 28,109,329
Net profit Nil Nil Nil Nil 5,047,441 5,047,441
Deferred tax attributable
to revaluation surplus 15 Nil Nil Nil (706) Nil (706)
Depreciation transfer 15 Nil Nil Nil (4,052) 4,052 Nil
Dividend to rated
cumulative redeemable
preference shareholders Nil Nil Nil Nil (292,774) (292,774)
Redemption of rated
cumulative redeemable
preference shares 14 (1,250,000) Nil Nil Nil Nil (1,250,000)
Balance as at
31st December 2010 30,556,113 (1,990,921) 260,067 131,713 2,656,318 31,613,290

Balance as at
1st January 2011 30,556,113 (1,990,921) 260,067 131,713 2,656,318 31,613,290
Net profit Nil Nil Nil Nil 5,353,622 5,353,622
Deferred tax attributable
to revaluation surplus 15 Nil Nil Nil 822 Nil 822
Depreciation transfer 15 Nil Nil Nil (4,066) 4,066 Nil
Dividend to ordinary
shareholders Nil Nil Nil Nil (1,628,756) (1,628,756)
Dividend received ESOS Nil Nil 31,714 Nil Nil 31,714
Dividend to rated
cumulative redeemable
preference shareholders Nil Nil Nil Nil (151,715) (151,715)
Redemption of rated
cumulative redeemable
preference shares 14 (1,250,000) Nil Nil Nil Nil (1,250,000)
Balance as at
31st December 2011 29,306,113 (1,990,921) 291,781 128,469 6,233,535 33,968,977

The notes on pages 65 to 110 form an integral part of these financial statements.
 Annual Report 2011 | Dialog Axiata PLC 63
Consolidated Statements of Changes in Equity

Attributable to equity holders of the Company

Stated Shares in Dividend Revaluation Retained
Note capital ESOS trust reserve reserve earnings Total
Company Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000

Balance as at
1st January 2010 31,806,113 (1,990,921) 260,067 101,358 4,481,458 34,658,075
Net profit Nil Nil Nil Nil 6,551,953 6,551,953
Deferred tax attributable
to revaluation surplus 15 Nil Nil Nil (706) Nil (706)
Depreciation transfer 15 Nil Nil Nil (3,832) 3,832 Nil
Dividend to rated
cumulative redeemable
preference shareholders Nil Nil Nil Nil (292,774) (292,774)
Redemption of rated
cumulative redeemable
preference shares 14 (1,250,000) Nil Nil Nil Nil (1,250,000)
Balance as at
31st December 2010 30,556,113 (1,990,921) 260,067 96,820 10,744,469 39,666,548

Balance as at
1st January 2011 30,556,113 (1,990,921) 260,067 96,820 10,744,469 39,666,548
Net Profit Nil Nil Nil Nil 6,313,947 6,313,947
Depreciation transfer 15 Nil Nil Nil (3,844) 3,844 Nil
Dividend received ESOS Nil Nil 31,714 Nil Nil 31,714
Deferred tax attributable
to revaluation surplus 15 Nil Nil Nil 822 Nil 822
Dividend to ordinary
shareholders Nil Nil Nil Nil (1,628,756) (1,628,756)
Dividend to rated
cumulative redeemable
preference shareholders Nil Nil Nil Nil (151,715) (151,715)
Redemption of rated
cumulative redeemable
preference shares 14 (1,250,000) Nil Nil Nil Nil (1,250,000)
Balance as at
31st December 2011 29,306,113 (1,990,921) 291,781 93,798 15,281,789 42,982,560

The notes on pages 65 to 110 form an integral part of these financial statements.
 64 Dialog Axiata PLC | Annual Report 2011

Consolidated Cash Flow Statement

Group Company
For the year ended 31st December 2011 2010 2011 2010
Note Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cash Flows from Operating Activities

Cash generated from operations 28 16,300,424 14,788,709 15,244,315 14,017,349
Interest received 383,683 86,470 369,157 83,425
Interest paid (354,552) (664,914) (354,488) (523,829)
TDC refund received 17 1,650,244 210,260 1,646,941 210,260
Tax paid (106,404) (94,935) (101,035) (94,090)
Retirement benefit obligations paid 20 (20,064) (43,012) (19,471) (38,014)
Net cash generated from
operating activities 17,853,331 14,282,578 16,785,419 13,655,101
Cash Flows from Investing Activities
Purchases of property, plant
and equipment (8,334,706) (6,767,184) (6,377,813) (4,934,739)
Purchases of intangible assets (384,614) (23,301) (384,614) (13,547)
Amount advanced to subsidiaries Nil Nil (4,208,813) (2,998,624)
Investment in associate (11,440) Nil (11,440) Nil
Purchase of other investment 10 Nil (13,000) Nil (13,000)
Proceeds from sale of subsidiary 69,190 Nil 69,190 Nil
Proceeds from sale of property,
plant and equipment 10,205 55,268 8,862 44,857
Net cash used in investing activities (8,651,365) (6,748,217) (10,904,628) (7,915,053)
Cash Flows from Financing Activities
Repayment of finance leases (5,755) (25,701) Nil (6,495)
Repayment of borrowings (6,069,611) (7,898,567) (6,069,611) (6,409,972)
Proceeds from borrowings 4,791,206 3,492,233 4,791,206 3,461,553
Redemption of rated cumulative
redeemable - preference shares (1,250,000) (1,250,000) (1,250,000) (1,250,000)
Dividend paid to ordinary shareholders (1,628,756) Nil (1,628,756) Nil
Dividend received - ESOS 31,714 Nil 31,714 Nil
Dividend paid to rated cumulative
redeemable - preference shareholders (177,399) (342,746) (177,399) (342,746)
Net cash used in financing activities (4,308,601) (6,024,781) (4,302,846) (4,547,660)
Net increase in cash and
cash equivalents 4,893,365 1,509,580 1,577,945 1,192,388
Movement in Cash and Cash Equivalents
At start of the year 4,475,738 3,019,403 4,314,219 3,175,077
Increase 4,893,365 1,509,580 1,577,945 1,192,388
Exchange gains/(losses) on cash
and cash equivalents 36,971 (53,245) 36,971 (53,246)
At end of the year 13 9,406,074 4,475,738 5,929,135 4,314,219

The notes on pages 65 to 110 form an integral part of these financial statements.
 Annual Report 2011 | Dialog Axiata PLC 65

Notes to the Consolidated Financial Statements

1. Corporate Information the process of applying the Group’s accounting
policies. The areas where assumptions and
Dialog Axiata PLC (the ‘Company’) and its
estimates are significant to the consolidated
subsidiaries (together ‘the Group’) provide
financial statements are disclosed in Note 4.
communication (mobile, internet, international
gateway, data and backbone, fixed wireless and Subsequent to the proposed convergence of
transmission infrastructure) and media-related Sri Lanka Accounting Standards with International
services (television broadcasting generated services Financial Reporting Standards (IFRS), the Council
and direct to home satellite pay television service). of the Institute of Chartered Accountants of
Sri Lanka has adopted a new set of financial
Dialog Axiata PLC is a public limited liability company
reporting standards that would apply for financial
incorporated and domiciled in Sri Lanka and is listed
periods beginning on or after 1st January 2012.
on the Colombo Stock Exchange since 28th July
2005. The Registered Office of the Company is
located at No. 475, Union Place, Colombo 2. 2.2 Consolidation
(a) Subsidiaries
The Group consolidated financial statements were
authorised for issue by the Board of Directors on Subsidiaries are all entities (including special
17th February 2012. purpose entities) over which the Group has the
power to govern the financial and operating policies
All amounts disclosed in notes are shown in generally accompanying a shareholding of more
Sri Lankan Rupees Thousands, unless otherwise than one half of the voting rights. The existence and
stated. effect of potential voting rights that are currently
exercisable or convertible are considered when
2. Summary of Significant assessing whether the Group controls another entity.
Accounting Policies Subsidiaries are fully consolidated from the date on
The principal accounting policies adopted in which control is transferred to the Group. They are
the preparation of these consolidated financial de-consolidated from the date that control ceases.
statements are set out below. These policies The purchase method of accounting is used to
have been consistently applied to all the years account for the acquisition of subsidiaries by the
presented, unless otherwise stated. Group. The cost of an acquisition is measured
at the fair value of the assets given, equity
2.1 Basis of Preparation instruments issued and liabilities incurred or
The consolidated financial statements of Dialog assumed at the date of exchange, plus costs
Axiata PLC have been prepared in accordance directly attributable to the acquisition. Identifiable
with Sri Lanka Accounting Standards (SLAS) assets acquired and liabilities and contingent
and the Companies Act, No. 07 of 2007. These liabilities assumed in a business combination
financial statements have been prepared under are measured initially at their fair values at the
the historical cost convention, as modified by the acquisition date, irrespective of the extent of
revaluation of land and buildings. any minority interests. The excess of the cost of
acquisition over the fair value of the Group’s share
The preparation of financial statements in of the identifiable net assets acquired is recorded
conformity with SLASs requires the use of as goodwill. If the cost of acquisition is less than
certain critical accounting estimates. It also the fair value of the net assets of the subsidiary
requires management to exercise its judgment in acquired, the difference is recognised directly in
the income statement.
 66 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

Inter-company transactions, balances and unrealised 2.4 Foreign Currencies

gains on transactions between Group companies
(a) Functional and Presentation Currency
are eliminated in preparing the Group accounts.
Items included in the financial statements of each
Unrealised losses are also eliminated but considered
of the Group’s entities are measured using the
an impairment indicator of the asset transferred.
currency of the primary economic environment
Accounting policies of subsidiaries have been
in which the entities operate (‘the functional
changed where necessary to ensure consistency
currency’). The consolidated financial statements
with the policies adopted by the Group.
are presented in Sri Lankan Rupees, which is the
The financial periods of the subsidiary undertakings Company’s functional and presentation currency.
are same as that of the Parent Company.
(b) Transactions and Balances
A listing of the Group’s principal subsidiaries is set
out in Note 8. Foreign currency transactions are translated into
the functional currency using the exchange rates
(b) Associates prevailing at the dates of the transactions or
Associates are all entities over which the Group valuation where items are re-measured. Monetary
has significant influence but not control, generally assets and liabilities denominated in foreign
accompanying a shareholding of between 20% and currencies are translated at the exchange rates
50% of the voting rights. Investments in associates prevailing at the year end. Foreign exchange gains
are accounted for using the equity method of and losses resulting from the settlement of such
accounting and are initially recognised at cost. transactions and from the translation of monetary
assets and liabilities denominated in foreign
The Group’s share of its associates’ post-acquisition currencies are recognised in the income statement.
profits or losses are recognised in the income
statement. The cumulative post-acquisition Foreign exchange gains and losses that relate to
movements are adjusted against the carrying borrowings and cash and cash equivalents are
amount of the investment. When the Group’s presented in the income statement within ‘finance
share of losses in an associate equals or exceeds income or cost’.
its interest in the associate, including any other
unsecured receivables, the Group does not recognise 2.5 Intangible Assets
further losses, unless it has incurred obligations or (a) Goodwill
made payments on behalf of the associate. Goodwill represents the excess of the cost of an
acquisition over the fair value of the Group’s share of
2.3 Segment Reporting the net identifiable assets of the acquired subsidiary
A business segment is a group of assets and at the date of acquisition. Goodwill on acquisitions
operations engaged in providing products or of subsidiaries is included under intangible assets.
services that are subject to risks and returns that Goodwill acquired in a business combination is tested
are different from those of other business segments. annually for impairment, or more frequently if events
or changes in circumstance indicate that it might
A geographical segment is engaged in providing
be impaired and carried at cost less accumulated
products or services within a particular economic
impairment losses. Separately recognised goodwill is
environment that are subject to risks and returns
tested annually for impairment and carried at cost,
that are different from those of segments operating
less accumulated impairment losses. Impairment
in other economic environments.
losses on goodwill are not reversed.
 Annual Report 2011 | Dialog Axiata PLC 67
Notes to the Consolidated Financial Statements

Goodwill is allocated to cash-generating units for Other development expenditures that do not meet
the purpose of impairment testing. The allocation the above criteria are recognised as an expense as
is made to those cash-generating units or groups incurred. Development costs previously recognised
of cash-generating units that are expected to as an expense are not recognised as an asset in a
benefit from the business combination in which the subsequent period.
goodwill arose.
(d) Customer Acquisition Cost
(b) Licences Costs incurred to acquire customers are recognised
Separately acquired licences are shown at historical in the income statement as incurred.
cost. Licences acquired in a business combination
are recognised at fair value at the acquisition date. (e) Other Intangibles
Licences have a finite useful life and are carried at Costs incurred to acquire the indefeasible right of
cost less accumulated amortisation. Amortisation use of SEA-ME-WE, is amortised over its useful life
is calculated using the straight-line method to of 15 years.
allocate the cost of licences over their estimated
useful lives which is between 10 to 15 years. 2.6 Property, Plant and Equipment
(a) Cost and Valuation
(c) Computer Software
Buildings that comprise of office premises are
Acquired computer software licences are
shown at fair value, based on periodic, but at least
capitalised on the basis of the costs incurred to
triennial, valuations by external independent valuers,
acquire and bring to use the specific software.
less subsequent depreciation for buildings. Any
These costs are amortised over their estimated
accumulated depreciation at the date of revaluation
useful life of 2 years.
is eliminated against the gross carrying amount of
Costs associated with maintaining computer the asset, and the net amount is restated to the
software programmes are recognised as an revalued amount of the asset. All other property,
expense as incurred. Costs that are directly plant and equipment are stated at historical cost less
associated with the production of identifiable and depreciation. Historical cost includes expenditure that
unique software products controlled by the Group, is directly attributable to the acquisition of the items.
and that will probably generate economic benefits
Cost of telecom equipment comprises expenditure
exceeding costs beyond one year, are recognised
up to and including the last distribution point before
as intangible assets. These directly attributable
customers’ premises and includes contractors’
costs include the software development employee
charges, materials, direct labour and related directly
costs and an appropriate portion of relevant
attributable overheads. Cost of fixed line CDMA
overheads.
network includes customer premises equipments,
Computer software development costs recognised including handsets. The cost of other property,
as assets are amortised over their estimated useful plant and equipment comprises expenditure directly
lives, which do not exceed 2 years. attributable to the acquisition of the item. These
costs include the costs of dismantling, removal
Costs relating to development of software are
and restoration, and the obligation for which an
carried in capital work-in-progress until the
entity incurs either when the item is acquired or as
software is available for use.
a consequence of having used the item during a
particular period.
 68 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

Subsequent costs are included in the asset’s The assets’ residual values and useful lives are
carrying amount or recognised as a separate asset, reviewed, and adjusted if appropriate, at each
as appropriate, only when it is probable that future balance sheet date.
economic benefits associated with the item will
An asset’s carrying amount is written down
flow to the Group and the cost of the item can
immediately to its recoverable amount if the
be measured reliably. The carrying amount of the
asset’s carrying amount is greater than its
replaced part is derecognised. All other repairs and
estimated recoverable amount.
maintenance are charged to the income statement
during the financial period in which they are Gains and losses on disposals are determined by
incurred. comparing the proceeds with the carrying amount
and are recognised in the income statement.
Increases in the carrying amount arising on
revaluation of buildings are credited to revaluation When revalued assets are sold, the amounts
reserve under shareholders’ equity. Decreases included in revaluation reserve are transferred to
that offset previous increases of the same asset retained earnings/accumulated losses.
are charged against revaluation reserve. All other
Identifiable interest costs on borrowings to finance
decreases are charged to the income statement.
the construction of property, plant and equipment
Each year, the difference between depreciation
are capitalised during the period of time that is
based on the revalued carrying amount of the
required to complete and prepare the asset for its
asset is charged to the income statement and
intended use.
depreciation based on the asset’s original cost is
transferred from revaluation reserve to retained
earnings/accumulated losses. (b) Impairment of Property, Plant and
Equipment
Depreciation of assets begin when it is available for The carrying value of property, plant and equipment
use. Land is not depreciated. Depreciation on other is reviewed for impairment either annually or when
assets is calculated using the straight-line method events or changes in circumstances indicate the
to allocate their cost or revalued amounts to their carrying value may not be recoverable. If any
residual values over their estimated useful lives, as such indication exists and where the carrying
follows: values exceed the estimated recoverable amount
% per annum the assets are written down to their recoverable
amount. Impairment losses are recognised in the
Buildings 2.5
income statement unless it reverses a previous
Building - Electrical Installation 12.5
revaluation surplus for the same asset.
Building - Leasehold Property Over lease period
Computer Equipment 20
2.7 Impairment of Non-Financial Assets
Telecom Equipment 5 to 20
Assets that have indefinite useful lives, are not
Office Equipment 20 subject to amortisation and are tested annually for
Office Equipment- Test Phones 50 impairment. Assets that are subject to amortisation
Furniture and Fittings 20 are reviewed for impairment whenever events or
Toolkits 10 changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss
Motor Vehicles 20
is recognised for the amount by which the asset’s
 Annual Report 2011 | Dialog Axiata PLC 69
Notes to the Consolidated Financial Statements

carrying amount exceeds its recoverable amount. reorganisation, and default or delinquency in
The recoverable amount is the higher of an asset’s payments are considered indicators that the trade
fair value less costs to sell and value in use. For receivable is impaired. The amount of the provision
the purposes of assessing impairment, assets are is the difference between the asset’s carrying
grouped at the lowest levels for which there are amount and the estimated realisable value. The
separately identifiable cash flows (cash-generating amount of the provision is recognised in the
units). Non-financial assets other than goodwill that income statement within distribution costs.
suffered an impairment are reviewed for possible
When a trade receivable is uncollectible, it is
reversal of the impairment at each reporting date.
written off against the allowance account for trade
receivables. Subsequent recoveries of amounts
2.8 Investments previously written off are credited to the income
Investments are stated at cost. Where an indication statement, in the year in which those amounts are
of impairment exists, the carrying amount of collected. If collection is expected in one year or
the investment is assessed and written down less, they are classified as current assets. If not, they
immediately to its recoverable amount. are classified as non-current assets.

2.9 Inventories 2.11 Cash and Cash Equivalents

Inventories are stated at the lower of cost and net Cash and cash equivalents include cash in hand,
realisable value. Cost is determined on a weighted deposits held at call with banks, other short-term
average basis and includes all expenses incurred highly liquid investments with original maturities
in bringing the inventories to their present location of three month or less, and bank overdrafts. Bank
and condition. Net realisable value is the estimated overdrafts are shown within borrowings in current
selling price in the ordinary course of business, less liabilities on the balance sheet.
applicable variable selling expenses. In arriving at
the net realisable value, due allowance is made for 2.12 Stated Capital
all obsolete and slow moving items.
Ordinary shares and rated cumulative redeemable
Inventories include maintenance spares acquired preference shares are classified as stated capital.
for the purpose of replacing damaged or faulty
Incremental costs directly attributable to the issue
plant or spares and supplies used in constructing
of new shares are shown in stated capital, as a
and maintaining the network.
deduction, net of tax, from the proceeds.

2.10 Trade Receivables

2.13 Trade and Other Payables
Trade receivables are recognised at the amounts
Liabilities classified as trade and other payables
that they are estimated to realise less provision for
in the balance sheet are those which fall due for
impairment. A provision for impairment of trade
payment on demand or within one year from the
receivables is established when there is objective
balance sheet date. Items classified as non-current
evidence that the Group and the Company will
liabilities are those which fall due for payment
not be able to collect all amounts due according
beyond a period of one year (or in the normal
to the original terms of receivables. Significant
operating cycle of the business if longer) from the
financial difficulties of the debtor, probability
balance sheet date.
that the debtor will enter bankruptcy or financial
 70 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

2.14 Borrowings Deferred income tax is provided on temporary

differences arising on investments in subsidiaries
Borrowings are classified as current liabilities unless
except where the timing of the reversal of the
the Group has an unconditional right to defer
temporary difference is controlled by the Group
settlement of the liability for at least
and it is probable that the temporary difference will
12 months after the balance sheet date.
not reverse in the foreseeable future.

2.15 Current and Deferred Income Taxes

2.16 Employee Benefits
The tax expense for the period comprises current
and deferred tax. Tax is recognised in the income (a) Defined Benefit Plan - Gratuity
statement, except to the extent that it related to Defined benefit plan defines an amount of benefit
items recognised directly in equity. In this case, the that an employee will receive on retirement, usually
tax is also recognised in equity. The current income dependent on one or more factors such as years
tax charge is calculated on the basis of the tax laws of service and compensation. The defined benefit
enacted or substantively enacted at the balance plan comprises the gratuity provided under the
sheet date. Management periodically evaluates Act, No. 12 of 1983.
positions taken in tax returns with respect to
The liability recognised in the balance sheet in
situations in which applicable tax regulations is
respect of defined benefit plan is the present
subject to interpretation and establishes provisions
value of the defined benefit obligation at the
where appropriate on the basis of amounts
balance sheet date together with adjustments
expected to be paid to the tax authorities.
for unrecognised past-service costs. The defined
Deferred income tax is provided in full, using the benefit obligation is calculated annually by
liability method, on temporary differences arising independent actuaries using the projected unit
between the tax bases of assets and liabilities and credit method. The present value of the defined
their carrying amounts in the financial statements. benefit obligation is determined by discounting the
However, deferred income tax is not accounted estimated future cash outflows using appropriate
for if it arises from initial recognition of an asset interest rates by the actuarial valuer.
or liability in a transaction other than a business
Past-service costs are recognised immediately
combination that at the time of the transaction
in income statement, unless the changes to the
affects neither accounting nor taxable profit or loss.
defined benefit plan are conditional on the
Deferred income tax is determined using tax rates
employees remaining in service for a specified
(and laws) that have been enacted or substantially
period of time (the vesting period). In this case, the
enacted by the balance sheet date and are
past-service costs are amortised on a straight-line
expected to apply when the related deferred
basis over the vesting period.
income tax asset is realised or the deferred income
tax liability is settled. Actuarial gains and losses arising from experience
adjustments and changes in actuarial assumptions
Deferred income tax assets are recognised to the
are recognised immediately in the income
extent that it is probable that future taxable profit
statement.
will be available against which the temporary
differences can be utilised. The assumptions based on which the results of the
actuarial valuation was determined, are included in
Note 20 to the financial statements.
 Annual Report 2011 | Dialog Axiata PLC 71
Notes to the Consolidated Financial Statements

(b) Defined Contribution Plans the obligation; and the amount has been reliably
For defined contribution plans, such as the estimated. Provisions are not recognised for future
Employees’ Provident Fund and Employees’ operating losses.
Trust Fund, the Company contributes 12% or 15%
Where there are number of similar obligations,
and 3% respectively, of the employees’ basic or
the likelihood that an outflow will be required in
consolidated wage or salary. The Company has no
settlement is determined by considering the class
further payment obligations once the contributions
of obligations as a whole. A provision is recognised
have been paid. The Company and the employees
even if the likelihood of an outflow with respect
are members of these defined contribution plans.
to any one item included in the same class of
obligations may be small.
(c) Short-term Employee Benefits
Wages, salaries, paid annual leave and sick leave,
2.18 Contingent Liabilities and
bonuses and non-monetary benefits are accrued Contingent Assets
in the period in which the associated services are
The Group does not recognise a contingent
rendered by employees of the Group.
liability but discloses its existence in the financial
statements. A contingent liability is a possible
(d) Termination Benefits
obligation that arises from past events whose
Termination benefits are payable whenever an existence will be confirmed by uncertain future
employee’s service is terminated before the events beyond the control of the Group or a
normal retirement date or whenever an employee present obligation that is not recognised because
accepts voluntary redundancy in exchange for it is not probable that an outflow of resources will
these benefits. The Group recognises termination be required to settle the obligation.
benefits when it is demonstrably committed A contingent liability also arises in the extremely
to either terminate the employment of current rare circumstance where there is a liability that
employees according to a detailed formal plan cannot be recognised because it cannot be
without possibility of withdrawal or to provide measured reliably.
termination benefits as a result of an offer made to
encourage voluntary redundancy. A contingent asset is a possible asset that
arises from past events whose existence will be
(e) Bonus Plans confirmed by uncertain future events beyond
the control of the Group. The Group does not
The Group recognises a liability and an expense
recognise a contingent asset but discloses its
for bonuses on profit-sharing, based on profit
existence where inflows of economic benefits are
attributable to the Company’s shareholders. The
probable, but not virtually certain.
Group recognises a provision where contractually
obliged or where there is a past practice that has In the acquisition of subsidiaries by the Group
created a constructive obligation. under a business combination, the contingent
liabilities assumed are measured initially at their fair
2.17 Provisions values at the acquisition date, irrespective of the
extent of any minority interest.
Provisions are recognised when the Group has a
present legal or constructive obligation as a result The Group recognises separately the contingent
of past events; it is more likely than not that an liabilities of the acquiree’s as part of allocating the
outflow of resources will be required to settle cost of a business combination where their fair
 72 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

values can be measured reliably. where the fair payables. The interest element of the finance cost
values cannot be measured reliably, the resulting is charged to the income statement over the lease
effect will be reflected in the goodwill arising from period so as to produce a constant periodic rate
the acquisitions. of interest on the remaining balance of the liability
for each period. The property, plant and equipment
2.19 Government Grants acquired under finance leases is depreciated over
the useful life of the asset. However, If there is no
The Company is entitled to claim certain qualifying
reasonable certainty that the lessee will obtain
expenses in relation to Telecommunication
ownership by the end of the lease term, the asset
Development Charge (TDC) from the
shall be fully depreciated over the shorter of the
Telecommunications Regulatory Commission
lease term and its useful life.
of Sri Lanka (TRC). The TDC is recognised as
government grant and is accounted for where
there is reasonable assurance that the grant will 2.21 Dividend Distribution
be received and the Company will comply with all Dividend distribution to the Company’s shareholders
attached conditions. Government grants in respect is recognised as a liability in the Group’s financial
of TDC is recognised in the income statement over statements in the period in which the dividends are
the period necessary to match them with the costs approved by the Company’s shareholders.
they are intended to compensate. TDC received is
deferred and credited to the income statement on 2.22 Revenue Recognition
a straight-line basis over the expected useful lives
Revenue comprises the fair value of the
of the related assets.
consideration received or receivable for the sale
of goods and services in the ordinary course of
2.20 Accounting for Leases where Group the Group’s activities. Revenue is shown net of
and Company is the Lessee all applicable taxes and levies, returns, rebates
Leases in which a significant portion of the risks and and discounts. The Group revenue is subject to
rewards of ownership are retained by the lessor are elimination of sales within the Group.
classified as operating leases. Payments made under
The Group recognises revenue when the amount
operating leases (net of any incentives received from
of revenue can be reliably measured, it is probable
the lessor) are charged to the income statement on a
that future economic benefits will flow to the
straight-line basis over the period of the lease.
entity and when specific criteria have been met
Leases of property, plant and equipment where for each of the Group’s activities as described
the Group has substantially all the risks and below. The amount of revenue is not considered
rewards of ownership are classified as finance to be reliably measurable until all contingencies
leases. Finance leases are capitalised at the lease’s relating to the sale have been resolved. The Group
commencement at the lower of the fair value of bases its estimates on historical results, taking into
the leased property and the present value of the consideration the type of customer, the type of
minimum lease payments. transaction and the specifics of each arrangement.
The revenue is recognised as follows:
Each lease payment is allocated between the
liability and finance charges so as to achieve a
constant rate on the finance balance outstanding. (a) Domestic and International Call Revenue
and Rental Income
The corresponding rental obligations, net of
Revenue from telecommunications comprises
finance charges, are included in other long-term
amounts charged to customers in respect of
 Annual Report 2011 | Dialog Axiata PLC 73
Notes to the Consolidated Financial Statements

monthly access charges, airtime usage, messaging, (f) Recognising Revenue on Prepaid Call Card
the provision of other telecommunications services, or Electronic Reload
including data services and information provision, Revenue from the sale of prepaid card on Mobile,
fees for connecting users of other fixed lines and CDMA and Broadband is deferred until such time
mobile networks to the Group’s network. as the customer uses the call time, downloadable
quota or the credit expires.
Access charges and airtime used by contract
customers are invoiced and recorded as part (g) Interest income
of a periodic billing cycle and recognised as
As it accrues (taking into account the effective
revenue over the related access period, with
yield on the asset), unless collectibility is in doubt.
unbilled revenue resulting from services already
provided from the billing cycle date to the end of
2.23 Comparatives
each period accrued. The customers are charged
Government taxes at the applicable rates and the Where necessary, comparative figures have been
revenue is recognised net of such taxes. adjusted to conform with changes in presentation
in the current year.

(b) Revenue from Other Network Operators The adjustments made to comparative figures are
and International Settlements given in Note 29 to the financial statements.
The revenue received from other network
operators, local and international, for the use of the
Group’s telecommunication network for completing
3. Financial Risk Management
call connections is recognised, net of taxes, based 3.1 Financial Risk Factors
on traffic minutes/per second rates stipulated in the
The Group’s activities exposed to variety of financial
relevant agreements and regulations.
risks: market risk (including currency risk, interest
rate risk and price risk), credit risk and liquidity risk.
(c) Connection Fees
The Group’s overall risk management programme
Connection fees relating to Pay TV connections are focuses on the unpredictability of financial markets
recognised as revenue over the subscriber churn and seeks to minimise potential adverse affects on
period. All other connection fees are recognised the Group’s financial performance.
as revenue in the period in which the connection
is activated. 3.1.1 Foreign Exchange Risk
The Group operates internationally and is exposed
(d) Equipment Revenue to foreign exchange risk arising from various
Revenue from equipment sales is recognised currency exposures, primarily with respect to the
when the equipment is delivered to the end US Dollar and the UK Pound.
customer and the sale is considered complete. For
Foreign exchange risk arises when future
equipment sales made to intermediaries, revenue
commercial transactions or recognised assets or
is recognised if the significant risks associated with
liabilities are denominated in a currency that is not
the device are transferred to the intermediary and
the entity’s functional currency.
the intermediary has no legal right to return.

3.1.2 Interest Rate Risk

(e) Subscription Revenue
The Group’s income and operating cash flows are
Subscription revenue is recognised over the period substantially independent of changes in market
of which the subscription relates. interest rates.
 74 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

The Group’s interest rate risk arises from long- (a) Estimated Impairment of
term borrowings. The borrowings at variable rates Non-Current Assets
expose the Group to cash flow interest rate risk The Group tests annually the indicators to ascertain
whilst borrowings at fixed rates exposes the Group whether non-current assets (including intangibles)
to interest rate risk. The Group analyses its interest have suffered any impairment, in accordance with
rate exposure on a dynamic basis. the accounting policy stated in Note 2.7. The
recoverable amounts of cash-generating units
3.1.3 Credit Risk have been determined based on value-in-use
Credit risk is managed on group basis. Credit risk calculations. These calculations require the use
arises from cash and cash equivalents, derivative of estimates.
financial instruments and deposits with banks and
financial institutions, as well as credit exposures (b) Defined Benefit Plan - Gratuity
to customers, including outstanding receivables.
The present value of the defined benefit plan
Individual risk limits are set based on internal or
depends on a number of factors that are
external ratings. The utilisation of credit limits is
determined on an actuarial basis using a number of
regularly monitored. Revenue from customers are
assumptions. The assumptions used in determining
settled in cash or using major credit cards.
the net cost (income) for defined benefit plan
include the discount rate, future salary increase
3.1.4 Liquidity Risk
rate, mortality rate, withdrawal and disability
Prudent liquidity risk management implies rates and retirement age. Any changes in these
maintaining sufficient cash and marketable assumptions will impact the carrying amount of
securities, the availability of funding through an defined benefit plan. The Group determines the
adequate amount of committed credit facilities and appropriate discount rate at the end of each
the ability to close out market positions. Due to the year. This is the interest rate that should be used
dynamic nature of the underlying businesses, the to determine the present value of estimated
Group treasury maintains flexibility in funding by future cash outflows expected to be required to
maintaining availability under committed credit lines. settle the defined benefit plan. In determining the
appropriate discount rate, the Group considers the
4. Critical Accounting Estimates interest rates of long-term Government bonds and
and Judgments high-quality corporate bonds that are denominated
in the currency in which the benefits will be paid,
The Group makes estimates and assumptions
and that have terms to maturity approximating the
concerning the future. The resulting accounting
terms of the related defined benefit plan. Other key
estimates will, by definition, rarely equal the related
assumptions for defined benefit plan are based in
actual results. The estimates and assumptions
part on current market conditions.
that have a significant risk of causing a material
adjustment to the carrying amounts of assets
and liabilities within the next financial year are (c) Estimation of Useful Life of
Telecommunication Equipment
outlined below:
The charge in respect of periodic depreciation
is derived after determining an estimate of an
 Annual Report 2011 | Dialog Axiata PLC 75
Notes to the Consolidated Financial Statements

asset’s expected useful life and the expected (f) Provisions

residual value at the end of its life. The useful
The Group recognises provisions when it has a
lives of the Group assets are determined by
present legal or constructive obligation arising as
management at the time the asset is acquired and
a result of a past event, and it is probable that an
reviewed annually for appropriateness. The lives
outflow of economic benefits will be required to
are based on historical experience with similar
settle the obligation and a reliable estimate can
assets as well as anticipation of future events,
be made. The recording of provisions requires
which may impact their lives, such as changes in
the application of judgments about the ultimate
technology. Furthermore, network infrastructure
resolution of these obligations. As a result, provisions
is only depreciated over a period that extends
are reviewed at each balance sheet date and
beyond the expiry of the associated licence and
adjusted to reflect the Group’s current best estimate.
maintenance under which the operator provides
telecommunication services, if there is a reasonable
(g) Contingent Liabilities
expectation of renewal or an alternative future use
for the asset. Determination of the treatment of contingent
liabilities in the financial statements is based on
the management’s view of the expected outcome
(d) Recognition of Deferred Tax Assets
of the applicable contingency. The Group consults
The recognition of deferred tax assets is based
with legal counsel on matters related to litigation
upon whether it is more likely than not that
and other experts both within and outside the
sufficient and suitable taxable profits will be
Group with respect to matters in the ordinary
available in the future, against which the reversal
course of business.
of temporary differences can be deducted.
Recognition, therefore, involves judgment
(h) Allowance for Doubtful Debts
regarding the future financial performance of the
particular legal entity. The Group assesses at each balance sheet date
whether there is objective evidence that trade
receivables have been impaired. Impairment loss is
(e) Asset Retirement Obligations (ARO)
calculated based on a review of the current status
ARO applies when there is a legal obligation
of existing receivables and historical collections
associated with the retirement of a tangible
experience. Such provisions are adjusted periodically
long-lived asset and the liability can be reasonably
to reflect the actual and anticipated impairment.
estimated. Obligations associated with the
retirement of these assets require recognition in
certain circumstances: 5. Segment Information
 the present value of a liability and offsetting (a) Primary Reporting Format -
asset for an ARO Business Segments
 the subsequent accretion of that liability and At 31st December 2011, the Group is organised into
depreciation of the asset, and three main business segments:

 the periodic review of the ARO liability  Mobile Operations

estimates and discount rates.  Fixed broadband Operations
 Television Operations
 76 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

The segment results for the year ended 31st December 2011 are as follows:

Fixed
Mobile broadband Television Elimination/
operations operations operations adjustment Group
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Total segmental revenue 41,776,308 2,381,942 2,396,074 39,784 46,594,108

Inter-segment revenue (447,081) (453,716) (16,715) (39,385) (956,897)
Revenue from external customers 41,329,227 1,928,226 2,379,359 399 45,637,211
Operating profit/(loss) segment
results 7,185,587 (942,567) 26,165 (51,173) 6,218,012
Finance costs - net (295,414)
Share of profit from associate 9,681
Profit before tax 5,932,279
Taxation (578,657)
Profit for the year 5,353,622

Other segment items included in the income statement are as follows:

Fixed
Mobile broadband Television Elimination/
operations operations operations adjustment Group
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Depreciation, amortisation and

impairment 8,092,473 1,611,901 548,309 52,044 10,304,727

The segment assets and liabilities at 31st December 2011 and capital expenditure for the year
then ended are as follows:

Fixed
Mobile broadband Television Elimination/
operations operations operations adjustment Group
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Assets 83,525,119 12,730,168 3,271,278 (9,322,888) 90,203,677

Inter-segment assets (13,986,531) (16,008) 11 Nil (14,002,528)
Total assets 76,201,149
Liabilities 40,542,559 13,616,694 2,494,624 Nil 56,653,877
Inter-segment liabilities (134,326) (12,708,505) (1,578,874) Nil (14,421,705)
Total liability 42,232,172
Capital expenditure 6,762,427 1,458,870 498,023 Nil 8,719,320
 Annual Report 2011 | Dialog Axiata PLC 77
Notes to the Consolidated Financial Statements

The segment results for the year ended 31st December 2010 are as follows:
Fixed
Mobile broadband Television Elimination/
operations operations operations adjustment Group
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Total segmental revenue 37,954,236 2,360,434 2,022,759 Nil 42,337,429

Inter-segment revenue (534,624) (359,305) (20,717) Nil (914,646)
Revenue from external customers 37,419,612 2,001,129 2,002,042 Nil 41,422,783
Operating profit/(loss) segment
results 6,800,608 (1,192,480) (144,485) (50,341) 5,413,302
Finance income - net 124,512
Profit before tax 5,537,814
Taxation (490,373)
Profit for the year 5,047,441

Other segment items included in the income statement are as follows:

Fixed
Mobile broadband Television Elimination/
operations operations operations adjustment Group
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Depreciation, amortisation and

impairment 7,776,245 1,491,496 486,416 50,286 9,804,443

The segment assets and liabilities at 31st December 2010 and capital expenditure for the year
then ended are as follows:

Fixed
Mobile broadband Television Elimination/
operations operations operations adjustment Group
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Assets 78,290,862 8,487,674 3,408,441 (9,272,604) 80,914,373

Inter-segment assets (8,769,992) (8,278) (291) Nil (8,778,561)
Total assets 72,135,812
Liabilities 38,624,314 8,429,555 2,657,593 Nil 49,711,462
Inter-segment liabilities (23,146) (7,583,078) (1,582,716) Nil (9,188,940)
Total liability 40,522,522
Capital expenditure 5,029,817 2,201,115 701,490 Nil 7,932,422

(b) Secondary Reporting Format - Geographical Segments

All the Group’s business segments operate in one main geographical area, hence they do not qualify for
secondary reporting.
 78 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

6. Property, Plant and Equipment

(a) Group
Computer Furniture, Asset in the
systems fittings and course of
Land and and telecom other Motor construction
buildings equipment equipment vehicles (CWIP) Total
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000
At 1st January 2010
Cost/valuation 1,280,030 75,697,867 2,868,340 528,658 13,817,968 94,192,863
Accumulated depreciation (270,829) (33,338,603) (1,379,488) (392,765) (2,831,187) (38,212,872)
Net book amount 1,009,201 42,359,264 1,488,852 135,893 10,986,781 55,979,991
Year ended 31st December 2010
Opening net book amount 1,009,201 42,359,264 1,488,852 135,893 10,986,781 55,979,991
Additions 1,091 155,628 3,297 4 7,749,102 7,909,122
Transferred from CWIP 109,051 10,216,696 484,613 423 (10,810,783) Nil
Transferred to intangible assets (Note 7) Nil Nil Nil Nil (523,933) (523,933)
Disposals (4,508) (10,825) (5,138) (2,000) (8,280) (30,751)
Adjustments Nil (1,070,567) Nil Nil (88,152) (1,158,719)
Impairment (provision)/reversal
(Note 22) Nil (346,098) Nil Nil 468,537 122,439
Depreciation (Note 22) (153,007) (8,429,230) (637,134) (64,427) Nil (9,283,798)
Closing net book amount 961,828 42,874,868 1,334,490 69,893 7,773,272 53,014,351
At 31st December 2010
Cost/valuation 1,385,284 74,948,278 3,346,598 482,827 10,115,972 90,278,959
Accumulated depreciation (423,456) (32,073,410) (2,012,108) (412,934) (2,342,700) (37,264,608)
Net book amount 961,828 42,874,868 1,334,490 69,893 7,773,272 53,014,351
Year ended 31st December 2011
Opening net book amount 961,828 42,874,868 1,334,490 69,893 7,773,272 53,014,351
Additions Nil 163,682 6,877 Nil 8,278,239 8,448,798
Transferred from CWIP 9,083 10,901,897 528,921 27,619 (11,467,520) Nil
Transferred to intangible assets (Note 7) Nil Nil Nil Nil (332,034) (332,034)
Acquisition of subsidiary 13,851 30,386 16,676 Nil Nil 60,913
Disposal of subsidiary (13,497) (29,405) (16,275) Nil Nil (59,177)
Disposals (19,801) (40,552) (21,999) (133) Nil (82,485)
Adjustments Nil (14,437) (13,117) Nil (31,699) (59,253)
Impairment (provision)/reversal
(Note 22) Nil 37,393 Nil Nil (117,293) (79,900)
Reclassification to trading inventory Nil Nil Nil Nil (187,144) (187,144)
Depreciation (Note 22) (104,654) (8,827,889) (643,443) (47,130) Nil (9,623,116)
Closing net book amount 846,810 45,095,943 1,192,130 50,249 3,915,821 51,100,953
At 31st December 2011
Cost/valuation 1,329,674 83,570,126 3,803,006 506,360 6,644,773 95,853,939

Accumulated depreciation (482,864) (38,474,183) (2,610,876) (456,111) (2,728,952) (44,752,986)

Net book amount 846,810 45,095,943 1,192,130 50,249 3,915,821 51,100,953
 Annual Report 2011 | Dialog Axiata PLC 79
Notes to the Consolidated Financial Statements

(b) Company
Computer Furniture, Asset in the
systems fittings and course of
Land and and telecom other Motor construction
buildings equipment equipment vehicles (CWIP) Total
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000
At 1st January 2010
Cost/valuation 1,077,463 68,453,073 1,167,545 423,209 10,593,370 81,714,660
Accumulated depreciation (270,829) (29,707,536) (659,690) (319,970) (2,555,956) (33,513,981)
Net book amount 806,634 38,745,537 507,855 103,239 8,037,414 48,200,679
Year ended 31st December 2010
Opening net book amount 806,634 38,745,537 507,855 103,239 8,037,414 48,200,679
Additions 1,091 152,907 715 4 4,861,553 5,016,270
Transferred from CWIP 109,051 8,615,146 71,497 423 (8,796,117) Nil
Transferred to intangible assets
(Note 7) Nil Nil Nil Nil (502,278) (502,278)
Disposals (4,508) (10,674) (5,138) (1,152) (8,280) (29,752)
Adjustments Nil (1,077,228) Nil Nil Nil (1,077,228)
Impairment (provision)/reversal
(Note 22) Nil (307,531) Nil Nil 622,918 315,387
Depreciation (Note 22) (150,962) (7,190,385) (184,300) (48,908) Nil (7,574,555)
Closing net book amount 761,306 38,927,772 390,629 53,606 4,215,210 44,348,523
At 31st December 2010
Cost/valuation 1,182,717 66,736,969 1,230,105 386,504 6,069,428 75,605,723
Accumulated depreciation (421,411) (27,809,197) (839,476) (332,898) (1,854,218) (31,257,200)
Net book amount 761,306 38,927,772 390,629 53,606 4,215,210 44,348,523
Year ended 31st December 2011
Opening net book amount 761,306 38,927,772 390,629 53,606 4,215,210 44,348,523
Additions Nil 161,049 6,706 Nil 6,370,659 6,538,414
Transferred from CWIP 9,083 6,909,874 17,422 27,619 (6,963,998) Nil
Transferred to intangible assets
(Note 7) Nil Nil Nil Nil (330,735) (330,735)
Disposals (19,801) (40,378) (21,999) (128) Nil (82,306)
Assets transfers to DBN Nil (1,499,951) Nil Nil (48,235) (1,548,186)
Adjustments Nil 72,432 Nil Nil 4,059 76,491
Impairment (provision)/reversal
(Note 22) Nil 23,587 Nil Nil (18,552) 5,035
Reclassification to trading inventory Nil Nil Nil Nil (187,144) (187,144)
Depreciation (Note 22) (103,455) (7,311,052) (158,247) (34,543) Nil (7,607,297)
Closing net book amount 647,133 37,243,333 234,511 46,554 3,041,264 41,212,795
At 31st December 2011
Cost/valuation 1,127,107 69,866,589 1,174,848 410,099 5,145,354 77,723,997
Accumulated depreciation (479,974) (32,623,256) (940,337) (363,545) (2,104,090) (36,511,202)
Net book amount 647,133 37,243,333 234,511 46,554 3,041,264 41,212,795
 80 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

(c) If the buildings were stated on the historical cost basis, the Impact on this financial statements would
be as follows:

Group Company
For the year ended 31st December 2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cost 1,020,081 1,075,691 982,985 1,038,595

Accumulated depreciation (489,413) (432,471) (470,795) (415,838)
Net book amount 530,668 643,220 512,190 622,757

(d) Land and buildings were last revalued on 6th December 2009 by an independent valuer. The surplus
arising on revaluation was credited to ‘Revaluation reserve’ under shareholders’ equity (Note 15).

(e) The Group leases various vehicles under non-cancellable finance lease agreements with repayment
terms of four to five years.

(f) Property, plant and equipment includes motor vehicles acquired under finance leases, the net book
value of which is made up as follows:

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cost 128,620 190,567 108,334 109,491

Accumulated depreciation (128,620) (171,426) (108,334) (106,254)
Net book value Nil 19,141 Nil 3,237

(g) At 31st December 2011, property, plant and equipment includes fully-depreciated assets still in use,
the cost of which amounted to Rs. 8,504,570,460/- (2010 - Rs. 5,326,364,705/-) and Rs. 11,664,971,726/-
(2010 - Rs. 6,879,755,516/-), for the Company and the Group, respectively.

(h) No borrowing costs were capitalised during the years 2011 and 2010.
 Annual Report 2011 | Dialog Axiata PLC 81
Notes to the Consolidated Financial Statements

7. Intangible Assets
(a) Group
Computer
Goodwill Licences software Others Total
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

At 1st January 2010

Cost 1,894,312 1,556,416 2,049,739 890,290 6,390,757
Accumulated amortisation Nil (627,366) (1,787,753) (128,461) (2,543,580)
Net book amount 1,894,312 929,050 261,986 761,829 3,847,177

Year ended 31st December 2010

Opening net book amount 1,894,312 929,050 261,986 761,829 3,847,177
Additions Nil 5,255 18,046 Nil 23,301
Transferred from CWIP (Note 6) Nil Nil 285,723 238,210 523,933
Amortisation charge (Note 22) Nil (154,341) (373,821) (103,519) (631,681)
Disposals Nil Nil (5,537) Nil (5,537)
Closing net book amount 1,894,312 779,964 186,397 896,520 3,757,193

At 31st December 2010

Cost 1,894,312 1,561,671 2,334,865 1,128,500 6,919,348
Accumulated amortisation Nil (781,707) (2,148,468) (231,980) (3,162,155)
Net book amount 1,894,312 779,964 186,397 896,520 3,757,193

Year ended 31st December 2011

Opening net book amount 1,894,312 779,964 186,397 896,520 3,757,193
Additions Nil 317,670 66,944 Nil 384,614
Acquisition of subsidiary Nil Nil 51 Nil 51
Disposal of subsidiary Nil Nil (29) Nil (29)
Transferred from CWIP (Note 6) Nil Nil 269,599 62,435 332,034
Amortisation charge (Note 22) Nil (236,518) (281,651) (83,542) (601,711)
Disposals Nil Nil (2,696) Nil (2,696)
Closing net book amount 1,894,312 861,116 238,615 875,413 3,869,456

At 31st December 2011

Cost 1,894,312 1,879,341 2,624,811 1,190,935 7,589,399
Accumulated amortisation Nil (1,018,225) (2,386,196) (315,522) (3,719,943)
Net book amount 1,894,312 861,116 238,615 875,413 3,869,456
 82 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

(b) Company
Computer
Licences software Others Total
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

At 1st January 2010

Cost 621,892 1,916,457 890,290 3,428,639
Accumulated amortisation (233,580) (1,679,264) (128,460) (2,041,304)
Net book amount 388,312 237,193 761,830 1,387,335

Year ended 31st December 2010

Opening net book amount 388,312 237,193 761,830 1,387,335
Additions 5,255 8,291 Nil 13,546
Transferred from CWIP (Note 6) Nil 264,068 238,210 502,278
Amortisation charge (Note 22) (61,644) (340,510) (103,519) (505,673)
Disposals Nil (346) Nil (346)
Closing net book amount 331,923 168,696 896,521 1,397,140

At 31st December 2010

Cost 627,147 2,188,005 1,128,500 3,943,652
Accumulated amortisation (295,224) (2,019,309) (231,979) (2,546,512)
Net book amount 331,923 168,696 896,521 1,397,140

Year ended 31st December 2011

Opening net book amount 331,923 168,696 896,521 1,397,140
Additions 317,671 66,943 Nil 384,614
Transferred from CWIP (Note 6) Nil 268,300 62,435 330,735
Amortisation charge (Note 22) (143,958) (262,711) (83,542) (490,211)
Disposals Nil (2,696) Nil (2,696)
Closing net book amount 505,636 238,532 875,414 1,619,582

At 31st December 2011

Cost 944,818 2,476,652 1,190,935 4,612,405
Accumulated amortisation (439,182) (2,238,120) (315,521) (2,992,823)
Net book amount 505,636 238,532 875,414 1,619,582

Other intangible assets include costs incurred to acquire the indefeasible right of use of SEA-ME-WE.
 Annual Report 2011 | Dialog Axiata PLC 83
Notes to the Consolidated Financial Statements

Impairment Tests for Goodwill

The Group undertakes an annual test for impairment of its Cash-Generating Units (‘CGUs’).

The following CGUs, being the lowest level of assets for which there are separately identifiable cash flows,
have carrying amounts of goodwill that are considered for the impairment test.

For the year ended 31st December 2011 2010

Rs. ’000 Rs. ’000

Entertainment and Media [Dialog Television (Private) Limited] 1,504,455 1,504,455

Transmission and Infrastructure/Fixed Telephony and Data
[Dialog Broadband Networks (Private) Limited] 389,857 389,857
1,894,312 1,894,312

The amount of goodwill initially recognised is dependent upon the allocation of purchase price for the
fair value of identifiable assets acquired and liabilities assumed. The determination of the fair value of the
assets and the liabilities is based, to a considerable extent, on management’s judgment.

The recoverable amount of the CGUs is determined, based on the Value In Use (VIU) calculations.

The VIU calculations apply Discounted Cash Flow Model using cash flow projections based on the forecasts
and projections approved by the management covering a nine year period. Cash flows beyond the nine
year period are extrapolated using the estimated growth rates as stated below. The growth rate does not
exceeds the long-term average growth rate for the business in which the CGU operates.

In the Discounted Cash Flow (DCF) model, the free cash flows (EBITDA less capital expenditure) have been
discounted by the Weighted Average Cost of Capital (WACC).

These forecasts and projections reflect management expectations of revenue growth, operating costs and
margins for each CGU based on past experience and future plan and strategies.

The following assumptions were applied in the value in use computation:

1. EBITDA Margin
Projected EBITDA margin is determined based on expectation of market development.

2. Free Cash Flow (FCF) Growth Rate

FCF growth for the period is determined based on expectation of market development and cost structure.

3. Pre-Tax Discount Rate

Weighted average cost of capital of the Group is used as pre-tax discount rate for cash flow projections.

4. Terminal Growth Rate

Weighted average growth rate of FCF used to extrapolate cash flows beyond the projection period.
 84 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

Given below are the actual data for above variables for 2011 and 2010:

DBN DTV
2011 2010 2011 2010

EBITDA Margin (1) 28% 18% 24% 11%

Free Cash Flow Growth Rate (2) 2% 84% 121% 11%
Pre-tax Discount Rate (3) 12% 17% 12% 17%
Terminal Growth Rate (4) 2% 2% 2% 4%

Based on the impairment test performed, the recoverable amounts exceed the carrying value, hence no
provision for impairment of goodwill as of 31st December 2011.

Impact of Possible Change in Key Assumptions

The Group’s review includes an impact assessment of change in key assumptions. Sensitivity analysis
shows that no impairment loss is required for the carrying value of the goodwill, including where realistic
variances are applied to key assumptions.

8. Investments in Subsidiaries
Holding Company Market value/
% Directors' valuation
2011 2010
Rs. ’000 Rs. ’000

Dialog Television (Private) Limited 100 3,864,746 3,864,746

Dialog Broadband Network (Private) Limited 100 6,461,264 6,461,264
10,326,010 10,326,010
At 1st January 10,326,010 10,326,010
Acquisition of Dialog Business Services (Private) Limited 100 62,700 Nil
Disposal of Dialog Business Services (Private) Limited 100 (62,700) Nil
At 31st December 10,326,010 10,326,010

The Directors’ valuations of unquoted investments in subsidiaries amount to Rs. 10,326,009,631/-

(2010 - Rs. 10,326,010,631/-)

The Company signed a business agreement with Firstsource Solutions Limited (FSL), a listed company in
India, on 3rd May 2011. This is in respect of Dialog Business Services (Private) Limited (DBS), incorporated
on 21st January 2011 for the purpose of carrying out IT enabled services. DBS commenced its commercial
operations from 1st April 2011 and it was a fully-owned subsidiary of the Company. As per the agreement
with FSL, the Company transferred 74% of its stake in DBS to FSL and holds 26% with effect from
13th May 2011. On 6th June 2011, DBS was named as Firstsource-Dialog Solutions (Private) Limited (FDS)
and it is considered to be an associate of the Company and the Group with effect from 13th May 2011.
 Annual Report 2011 | Dialog Axiata PLC 85
Notes to the Consolidated Financial Statements

9. Investment in Associate
Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Acquisition of associate 16,302 Nil 16,302 Nil

Additional investment 11,440 Nil 11,440 Nil
Share of profit 9,681 Nil Nil Nil
Share of loss adjustment on disposal (323) Nil Nil Nil
At 31st December 37,100 Nil 27,742 Nil

The Directors’ valuations of unquoted associate investments amount to Rs. 37,100,190/- (2010 - Nil) and
Rs. 27,742,000/- (2010 - Nil) for the Group and the Company respectively.

This investment in associates represents the ownership of 26% stated capital of Firstsource-Dialog
Solutions (Private) Limited.

The Group’s share of the revenue and results of the associate is as follows:

Group
2011 2010
Rs. ’000 Rs. ’000

Revenue 78,796 Nil

Other income 78 Nil
Expenses (68,973) Nil
Profit before tax 9,901 Nil
Taxation (220) Nil
Profit after tax 9,681 Nil

The Group’s share of the assets and liabilities of the associate is as follows:

Group
2011 2010
Rs. ’000 Rs. ’000

Non-current assets 11,694 Nil

Current assets 34,679 Nil
Current liabilities (9,273) Nil
37,100 Nil
 86 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

10. Other Investment

Group/Company
Holding Market Value/
% Directors’ Valuation
2011 2010
Rs. ’000 Rs. ’000

At 1st January 10% 30,596 29,000

Investment made during the year Nil 13,000
30,596 42,000
Provision for impairment (Note 22) Nil (11,404)
At 31st December 30,596 30,596

The Directors’ valuations of unquoted other investments for the Group and the Company amount to
Rs. 30,595,773/- (2010 - Rs. 30,595,773/-).

The Group has a 10% of interest in Sri Lanka Institute of Nanotechnology (Private) Limited [formerly known
as Nanco (Private) Limited], which is involved in carrying out research on technology developments. Nanco
(Private) Limited changed its name to Sri Lanka Institute of Nanotechnology (Private) Limited with effect
from 30th November 2011.

11. Trade and Other Receivables

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Net trade receivables 5,914,636 5,473,174 5,183,592 4,714,665

Amounts due from related companies [Note 32 (f)] 151,206 41,637 151,206 41,637
Prepayments 1,379,549 712,252 1,118,946 406,567
Other receivables 2,829,531 3,401,655 2,563,082 2,908,438
10,274,922 9,628,718 9,016,826 8,071,307
The amounts due from related companies
are classified as follows [Note 32 (f)]
- Non-Current Nil Nil 13,995,890 8,771,992
- Current 151,206 41,637 151,206 41,637
151,206 41,637 14,147,096 8,813,629

Other receivables of the Group and the Company mainly consist of Value Added Tax refunds due from the
Department of Inland Revenue amounting to Rs. 1,053,126,721/- (2010 - Rs. 1,066,022,733/-) and
Rs. 1,048,832,272/- (2010 - Rs. 1,062,290,937/-), respectively.
 Annual Report 2011 | Dialog Axiata PLC 87
Notes to the Consolidated Financial Statements

12. Inventories
Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Phone stock 128,945 117,978 128,945 117,978

Accessories and consumables 460,269 256,926 411,717 248,421
Goods in transit 15,638 19,703 15,638 19,703
Provision for slow moving inventory (169,109) (123,423) (160,785) (119,943)
435,743 271,184 395,515 266,159

13. Cash and Cash Equivalents

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cash at bank and in hand 5,172,060 2,890,681 1,619,844 2,536,439

Short term bank deposits 5,280,319 2,543,089 5,280,319 2,542,696
10,452,379 5,433,770 6,900,163 5,079,135

Cash and cash equivalents include the following for the purposes of statement of cash flows:

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Cash and bank balances 10,452,379 5,433,770 6,900,163 5,079,135

Bank overdrafts (Note 18) (1,046,305) (958,032) (971,028) (764,916)
9,406,074 4,475,738 5,929,135 4,314,219

Cash and cash equivalents as at 31st December 2011 includes, Rs. 3,183,434,306/-, an amount deposited
in Escrow accounts with Standard Chartered Bank (Sri Lankan Branch) who acted as the Escrow agent for
the purpose of purchasing shares of Suntel Limited.
 88 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

14. Stated Capital

(a)
Number of Number of
ordinary preference Stated Shares in
shares shares capital ESOS Trust Total

At 1st January 2010 28,056,113 3,750,000 31,806,113 (1,990,921) 29,815,192

Redemption of preference shares Nil (1,250,000) (1,250,000) Nil (1,250,000)
At 31st December 2010 28,056,113 2,500,000 30,556,113 (1,990,921) 28,565,192
At 1st January 2011 28,056,113 2,500,000 30,556,113 (1,990,921) 28,565,192
Redemption of preference shares Nil (1,250,000) (1,250,000) Nil (1,250,000)
At 31st December 2011 28,056,113 1,250,000 29,306,113 (1,990,921) 27,315,192

(b) Movement in Shares

Number of Number of Total
ordinary preference number of Shares in
shares shares shares ESOS Trust Total

At 1st January 2010 8,143,778 3,750,000 11,893,778 (158,572) 11,735,206

Redemption of preference shares Nil (1,250,000) (1,250,000) Nil (1,250,000)
At 31st December 2010 8,143,778 2,500,000 10,643,778 (158,572) 10,485,206
At 1st January 2011 8,143,778 2,500,000 10,643,778 (158,572) 10,485,206
Redemption of preference shares Nil (1,250,000) (1,250,000) Nil (1,250,000)
At 31st December 2011 8,143,778 1,250,000 9,393,778 (158,572) 9,235,206

The parent company, Axiata Investments (Labuan) Limited held 83.32% (2010 - 83.32%) of the ordinary
shares in issue as at the balance sheet date.

The rated cumulative redeemable preference shares of Rs. 1/- each issued by the Company during 2007
are mandatorily redeemable prior to 31st May 2012 at Rs. 1/- per share. The rated cumulative preference
share dividend is payable semi-annually, at Average Weighted Prime Lending Rate (AWPLR) minus 0.9%, on
31st March and 30th September each year.

The preference shares are redeemable on 31st May each year as follows:

2007 - 10%
2008 - 15%
2010 - 25%
2011 - 25%
2012 - 25%
 Annual Report 2011 | Dialog Axiata PLC 89
Notes to the Consolidated Financial Statements

Employee Share Option Scheme (ESOS)

The Board of Directors of the Company at the meeting held on 8th June 2005 resolved and created
an Employee Share Option Scheme (ESOS) Trust in order to align the interest of the employees of the
Company with those of the shareholders. On 11th July 2005, the Board resolved and issued 199,892,741
ordinary shares of the Company at the IPO price to the ESOS, being 2.7% of the ordinary share capital of
the Company.

Of the total ESOS shares that was allotted to the ESOS Trust, 88,841,218 shares (44.44%) were allocated to
‘Tranche 0’, at the point of the IPO. The balance 111,051,523 shares (56.6%) shall be allocated to employees
as an ongoing performance incentive. The ESOS Trust entitlement via the rights issue was 15,452,020
shares. From the total entitlement, 5,668,600 shares were sold in the stock market. On Trustees’ approval,
the remaining rights entitlement amounting to 9,783,420 shares was exercised by the ESOS Trust.

The Trustees of the ESOS Trust as at 31st December 2011 were as follows:
Datuk Azzat Kamaludin - Chairman
Mr. Moksevi Prelis
Mr. Arittha Wikramanayake

ESOS shares are granted to eligible employees. The exercise price of the granted ESOS shares will be
based on the five (5) days weighted average market price of the Company's shares immediately preceding
the offer date for options, with the ESOS committee having the discretion to set an exercise price up to
10% lower than that of the derived weighted average market price. Options are conditional on an employee
satisfying the following:
- Attainment of the age of eighteen (18) years;
- Be in the employment full-time by and on the payroll of the Company within the Group; and
- Be in the employment of the Group for a period of at least one (1) year of continuous service prior to and
up to the offer date, including service during the probation period.

Out of the total number of share options granted under Tranche 0, 51,103,699 share options have been
exercised and 28,030,318 share options remain unexercised and are exercisable before October 2012. No
share options have been exercised by the employees during the 2011 financial year. As at 31st December
2011, 9,707,201 options have been forfeited and are available for allocation for subsequent tranches.
 90 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

The movement in the number of ESOS shares and their related weighted average exercised price is
as follows:

2011 2010
Average Average
exercise exercise
price in Options price in Options
Rs. per share (thousands) Rs. per share (thousands)

At 1st January 12 28,335 12 29,124

Forfeited 12 (305) 12 (789)
Exercised Nil Nil
At 31st December 28,030 28,335
Forfeited shares to be reallocated to
subsequent tranches 9,707 9,402
Available for subsequent tranches 111,052 111,052
At 31st December 148,789 148,789
Shares allotted to the ESOS Trust via
the rights issue 9,783 9,783
Total number of shares remaining in
the ESOS Trust 158,572 158,572

15. Revaluation Reserve on Land and Buildings

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

At 1st January 131,713 136,471 96,820 101,358

Deferred tax on revaluation 822 (706) 822 (706)
Depreciation transfer to retained earnings (4,066) (4,052) (3,844) (3,832)
At 31st December 128,469 131,713 93,798 96,820

The revaluation reserve is a non-distributable reserve.

 Annual Report 2011 | Dialog Axiata PLC 91
Notes to the Consolidated Financial Statements

16. Trade and Other Payables

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Trade payables 2,184,355 2,849,359 1,609,967 2,433,688

Amount due to ultimate parent company
[Note 32 (g)] 308,112 362,244 308,112 362,244
Amount due to related parties [Note 32 (g)] 854,812 677,378 854,812 677,378
Deferred revenue (Note 17) 2,124,148 1,479,391 1,961,235 1,329,409
Accrued expenses 4,201,367 2,534,320 3,613,182 3,115,140
Customer deposits 1,219,892 1,235,588 1,141,915 1,155,630
Other payables 2,374,998 2,955,928 2,221,618 1,370,142
13,267,684 12,094,208 11,710,841 10,443,631

17. Deferred Revenue

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

TDC Disbursement
At 1st January 350,376 265,738 350,376 265,738
TDC disbursement received 1,650,244 210,260 1,646,941 210,260
Released to the income statement (Note 22) (751,524) (125,622) (749,967) (125,622)
At 31st December 1,249,096 350,376 1,247,350 350,376
Others 1,931,706 1,414,781 1,769,059 1,264,799
At 31st December 3,180,802 1,765,157 3,016,409 1,615,175

Current (Note 16) 2,124,148 1,479,391 1,961,235 1,329,409

Non-current 1,056,654 285,766 1,055,174 285,766
3,180,802 1,765,157 3,016,409 1,615,175

Deferred revenue comprises prepaid airtime and the amounts disbursed by Telecommunication
Regulatory Commission of Sri Lanka (TRC) on account of the disbursement of 2/3rd of Telecommunication
Development Charge (TDC) relating to periods 2003, 2004, 2005, 2006, 2007 and 2008.

TDC refunds relating to capital expenditure is released to income statement over the remaining useful lives
of related assets.
 92 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

18. Borrowings
Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Current
Bank overdrafts (Note 13) 1,046,305 958,032 971,028 764,916
Bank borrowings 6,265,445 4,417,178 6,265,445 4,417,178
Finance lease liabilities Nil 7,413 Nil 14
7,311,750 5,382,623 7,236,473 5,182,108

Non-current
Bank borrowings 9,507,750 12,142,406 9,507,750 12,142,406
Loan from Axiata Investments (Labuan) Limited
[Note 32 (e)] 7,980,347 7,980,347 7,980,347 7,980,347
17,488,097 20,122,753 17,488,097 20,122,753

Maturity of non-current Bank Borrowings

Between 1 and 2 years 5,778,530 7,305,736 5,778,530 7,305,736
Between 2 and 5 years 3,729,220 4,836,670 3,729,220 4,836,670
9,507,750 12,142,406 9,507,750 12,142,406

Total borrowings as at 31st December 2011 include secured liabilities of USD 145 Mn (Term loan) and
USD 37.5 Mn (Shareholders Advance).

The Group has the following undrawn borrowing facilities:

2011 2010

Expiring within one year USD 55 Mn USD 65 Mn

The Company obtained a term loan facility of USD 100 Mn from Overseas - Chinese Banking Corporation
Limited, Labuan Branch Malaysia (OCBC), for the purposes of capital expenditure and general working
capital requirements of the Group. The loan was drawn in full in March 2009. An additional term loan facility
amounting to USD 100 Mn was offered by OCBC, of which the Company drew USD 25 Mn in December
2009, USD 10 Mn in May 2010 and USD 10 Mn in June 2011. Both term loans are secured by a Corporate
Guarantee by Axiata Group Berhad.

Axiata Investments (Labuan) Limited has provided advances amounting to USD 47.5 Mn and LKR 3.7 Bn,
within the years of 2008 and 2009, to meet expenditure relating to telecommunication expansion,
launch of CDMA and Pay TV services. Out of USD 47.5 Mn advanced, the Company repaid USD 10 Mn in
December 2010.
 Annual Report 2011 | Dialog Axiata PLC 93
Notes to the Consolidated Financial Statements

Gross finance lease liabilities - minimum lease payment:

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Not later than 1 year Nil 7,644 Nil 14

Future finance charges on finance leases Nil (231) Nil Nil
Present value of finance lease liabilities Nil 7,413 Nil 14

The present value of finance lease liabilities is

as follows:
Not later than 1 year Nil 7,413 Nil 14
Nil 7,413 Nil 14

19. Deferred Income Tax Liabilities

Deferred income taxes are calculated on all temporary differences under the liability method using the
applicable tax rates as at the balance sheet date.

The gross movement on the deferred income tax account is as follows:

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

At 1st January 1,612,510 1,133,676 1,612,510 1,131,288

Deferred tax attributable to revaluation surplus (822) 706 (822) 706
Income statement charge (Note 25) 402,083 478,128 402,083 480,516
At 31st December 2,013,771 1,612,510 2,013,771 1,612,510

Deferred income tax liability and the deferred income tax charge in the income statement are attributable
to accelerated tax depreciation and provision for defined benefit obligations, to the extent that they are
likely to result in an actual liability or an asset in the foreseeable future.
 94 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

20. Retirement Benefit Obligations

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Balance Sheet Obligations for:

Retirement benefits - Gratuity 443,731 390,635 403,482 358,854

Income Statement Charge for (Note 23):

Retirement benefits - Gratuity 80,045 39,107 70,984 34,544

The movement in the defined benefit obligation

over the year is as follows:
At 1st January 390,635 394,540 358,854 362,324
Current service cost 58,709 57,817 51,052 51,509
Interest cost 40,263 43,399 37,680 39,856
Actuarial gains (18,927) (62,109) (17,748) (56,821)
Income statement charge 80,045 39,107 70,984 34,544
Transfers to DBS (6,885) Nil (6,885) Nil
Benefits paid (20,064) (43,012) (19,471) (38,014)
At 31st December 443,731 390,635 403,482 358,854

This obligation is not externally funded.

The gratuity liability of the Company is based on the actuarial valuation performed in December 2011 by
Actuaries, Messrs Actuarial and Management Consultants (Private) Limited. The principal actuarial valuation
assumptions used were as follows:

Group Company
2011 2010 2011 2010

Discount rate 11% 10.50% 11% 10.50%

Future salary increase 12% 12% 12% 12%

In addition to the above, demographic assumptions such as mortality, withdrawal and disability, and
retirement age were considered for the actuarial valuation. The 2007 mortality table issued by the London
Institute of Actuaries (A 67/70 mortality table) had also been used in the valuation.
 Annual Report 2011 | Dialog Axiata PLC 95
Notes to the Consolidated Financial Statements

21. Provision for Other Liabilities

Provision for other liabilities comprises the amounts provided for Asset Retirement Obligations (ARO).

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

At 1st January 619,876 534,858 607,794 520,554

Amounts capitalised 160,601 69,416 160,601 69,415
Adjustment for fully depreciated ARO assets 19,743 Nil 19,743 Nil
Income statement (credit)/charge (Note 24) (213,560) 15,602 (214,084) 17,825
At 31st December 586,660 619,876 574,054 607,794

22. Operating Profit

The following items have been charged/(credited) in arriving at operating profit/(loss):

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000
Directors' fees 30,531 14,777 30,531 14,777
Independent Auditor’s remuneration
– Audit 9,730 7,015 6,552 4,735
– Non-audit 5,181 395 3,852 363
Fees for other professional services 222,388 236,272 218,994 231,624
Amortisation of intangible assets (Note 7) 601,711 631,681 490,211 505,673
Depreciation on property, plant and
equipment (Note 6) 9,623,116 9,283,798 7,607,297 7,574,555

Impairment and provisions

- Impairment provision/(reversal) (Note 6) 79,900 (122,439) (5,035) (315,387)
- Investment impairment (Note 10) Nil 11,404 Nil 11,404
Repair and maintenance expenditure on
property, plant and equipment 1,342,254 1,357,957 1,231,794 1,142,114
Provision for doubtful debts 508,123 310,041 327,226 125,977
Operating Lease Rentals
– Office 470,551 543,140 424,359 497,997
– Base stations and lease circuits 2,237,297 1,340,487 2,169,617 1,459,286
Cost of inventories (included in 'direct costs') 679,102 582,424 679,102 582,241
Employee benefit expense (Note 23) 3,238,423 2,942,997 2,974,522 2,546,638
Profit on disposal on investment (22,469) Nil (22,792) Nil
Loss/(profit) on sale of property, plant
and equipment 7,818 (28,069) 10,736 (23,848)
Provision for slow moving inventory 76,384 39,317 64,478 39,313
Amounts released from deferred revenue (Note 17) (751,524) (125,622) (749,967) (125,622)
 96 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

23. Employee Benefit Expense

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Wages and salaries 1,877,058 2,022,300 1,744,440 1,734,894

Social security costs 969,501 875,388 876,971 838,931
Pension costs - defined contribution plans 311,819 302,794 282,127 267,026
Pension costs - defined benefit plan (Note 20) 80,045 39,107 70,984 34,544
Voluntary Resignation Scheme Nil (296,592) Nil (328,757)
3,238,423 2,942,997 2,974,522 2,546,638

Number of persons employed as at 31st December:

– Full time 2,544 2,871 2,146 2,432
– Part time Nil 51 Nil 51
2,544 2,922 2,146 2,483

24. Finance Income and Costs

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Interest income on deposits 423,855 100,115 408,860 95,292

Interest expense on:
- Bank overdrafts (59) (6,013) (106) (142)
- term loans (405,374) (630,270) (405,371) (520,105)
- shareholders advance (20,666) Nil (20,666) Nil
- finance income/(cost) on asset
retirement obligations (ARO) (Note 21) 213,560 (15,602) 214,084 (17,825)
- finance lease (328) (3,036) Nil (461)
(212,867) (654,921) (212,059) (538,533)
Net foreign exchange (loss)/gain on foreign
currency transactions/balances (506,402) 679,318 (502,203) 685,908
(295,414) 124,512 (305,402) 242,667
 Annual Report 2011 | Dialog Axiata PLC 97
Notes to the Consolidated Financial Statements

25. Tax
Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Year ended 31st December

Current tax 51,393 12,245 49,770 10,806
Economic service charge 125,181 Nil 114,385 Nil
Deferred tax charge (Note 19) 402,083 478,128 402,083 480,516
578,657 490,373 566,238 491,322

Under the agreement entered into between the Company and the Board of Investment of Sri Lanka
(BOI), the main source of income of the Company is exempt from income tax for fifteen years (initial
tax exemption period of seven years was extended to fifteen years as per the amendment made to
BOI agreement on 17th April 2003) commencing either from the year in which it first makes a profit, or
in the fifth year subsequent to the start of commercial operations, whichever is earlier. The Company
commenced commercial operations during 1995 and profits were first recorded during the year ended
31st December 1998. Accordingly, the tax exemption period commenced from 1st January 1998 and ends
on 31st December 2012. The Company is currently liable to pay income tax only on the interest income
earned from fixed and call deposits maintained in Sri Lanka Rupees.

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000
Year ended 31st December
Profit before tax 5,932,279 5,537,814 6,880,185 7,043,275
Add: Amortisation of increase in fair
value of licences 50,286 50,286 Nil Nil
Other consolidation adjustments (8,794) 57 Nil Nil
5,973,771 5,588,157 6,880,185 7,043,275

Tax at the applicable rate 1,672,688 1,955,855 1,926,452 2,465,146

Tax effects of:
- Income not subject to tax (799,762) (5,164,582) (1,279,833) (4,647,669)
- Expenses not deductible for tax purposes 952,925 2,631,335 279,038 1,879,143
- Temporary differences not resulting in a
deferred tax asset/liability (1,343,921) 1,063,585 (447,925) 788,549
- ESC write off 125,181 Nil 114,385 Nil
- Utilisation of previously unrecognised tax
losses (16,210) 4,180 (15,072) 6,153
Over provision of tax (12,244) Nil (10,807) Nil
578,657 490,373 566,238 491,322
 98 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

Tax losses available for carry forward to the year of assessment 2012/13 amount to Rs. 783,872,655/-.
Accordingly, the Company is entitled to set off 35% of the statutory income of any year of assessment
excluding income that does not form a part of the assessable income from the aforementioned brought
forward losses. Any losses not utilised over the current period could be carried forward to future years.

The applicable tax rate for the Group was 28% (2010 - 35%).

26. Earnings Per Share

(a) Basic
Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the
weighted average number of ordinary shares in issue during the year, excluding ordinary shares held by the
ESOS Trust (Note 14).

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000
Net profit after tax 5,353,622 5,047,441 6,313,947 6,551,953
Less: Preference share dividend paid (151,715) (292,774) (151,715) (292,774)
Net profit attributable to ordinary shareholders 5,201,907 4,754,667 6,162,232 6,259,179
Weighted average number of ordinary shares in
issue (thousands) 7,985,206 7,985,206 7,985,206 7,985,206
Basic earnings per share (Rs.) 0.651 0.595 0.772 0.784

(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of dilutive potential shares. The Company has share options (ESOS)
which has potential for dilution. A calculation is done to determine the number of shares that could have
been acquired at fair value (determined as the average annual market share price of the Company's
shares), based on the monetary value of the subscription rights attached to outstanding share options. The
number of shares calculated as above is compared with the number of shares that would have been issued
assuming the exercise of the share options.
 Annual Report 2011 | Dialog Axiata PLC 99
Notes to the Consolidated Financial Statements

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Net profit after tax 5,353,622 5,047,441 6,313,947 6,551,953

Less: Preference share dividend paid (151,715) (292,774) (151,715) (292,774)
Net profit attributable to ordinary shareholders 5,201,907 4,754,667 6,162,232 6,259,179
Weighted average number of ordinary shares in
issue (thousands) 7,985,206 7,985,206 7,985,206 7,985,206

Adjustments for:
- Share options (thousands) Nil 7,479 Nil 7,479
Weighted average number of ordinary shares
for diluted earning per share(thousands) 7,985,206 7,992,685 7,985,206 7,992,685
Diluted earnings per share (Rs) 0.651 0.595 0.772 0.784

27. Dividends
The Directors have recommended a withholding tax-free final dividend of Rs. 0.25 (2010 - Rs. 0.20) per
share amounting to Rs. 2,035,944,601/- (2010 - Rs. 1,628,755,681/-) for the financial year 2011 subject to
the approval of the shareholders at the Annual General Meeting.
 100 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

28. Cash Generated from Operations

Reconciliation of profit before tax to cash generated from operations:

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000
Profit before tax 5,932,279 5,537,814 6,880,185 7,043,275
Adjustments for:
Unreleased exchange loss/(gain) 334,693 (742,278) 336,755 (736,536)
Provision for doubtful debts (Note 22) 508,123 310,041 327,226 125,977
Bad debts written back (233,055) (764,600) (233,055) (764,600)
Profit on sale of property, plant and
equipment (Note 22) 7,818 (28,069) 10,736 (23,848)
Profit on disposal on investment (Note 22) (22,469) Nil (22,792) Nil
Interest expense (Note 24) 426,427 639,319 426,143 520,708
Finance (income)/cost on asset retirement
obligations (Note 24) (213,560) 15,602 (214,084) 17,825
Interest income (Note 24) (423,855) (100,115) (408,860) (95,292)
SRL Expenses Nil 163 Nil 161
Amortisation (Note 7) 601,711 631,681 490,211 505,673
Depreciation (Note 6) 9,623,116 9,283,798 7,607,297 7,574,555
Adjustments to assets under construction 26,951 88,152 Nil Nil
Impairment and provisions
- Impairment provision/(reversal) (Note 6) 79,900 (122,439) (5,035) (315,387)
- Investment impairment (Note 10) Nil 11,404 Nil 11,404
Amounts released from deferred revenue
(Note 17) (751,524) (125,622) (749,967) (125,622)
Retirement benefit obligation (Note 20) 80,045 39,107 70,984 34,544
Provision for slow moving inventory (Note 22) 76,384 39,317 64,478 39,313
Share of associate profit (Note 9) (9,681) Nil Nil Nil

Changes in working capital

- trade and other receivables (1,040,297) (512,741) (346,320) (177,985)
- inventories (229,408) (98,553) (193,938) (97,884)
- payables 1,526,826 686,728 1,204,351 481,068
Cash generated from operations 16,300,424 14,788,709 15,244,315 14,017,349
 Annual Report 2011 | Dialog Axiata PLC 101
Notes to the Consolidated Financial Statements

29. Reclassification of Comparatives

As reported previously Current Presentation
Rs. Rs.
Note Group Company Group Company
Income Statement Reference 2010 2010 2010 2010

Direct costs a (23,600,325) (20,972,057) (23,114,521) (20,558,465)

Other operating income b 134,160 121,235 94,450 81,525
Administrative costs a (7,111,741) (5,313,952) (7,574,992) (5,727,544)
Distribution costs b (5,431,575) (4,988,854) (5,414,418) (4,949,144)

(a) Maintenance computer HW & SW, IT and call centre expenses and staff cost related to Dialog Broadband
Networks (Private) Limited which was included in direct cost in the previous year were reclassified under
Administrative costs during the current year for a better presentation of the financial statements.

(b) Bad debts written back which were included in other income in the previous year were reclassified
during the current year under distribution costs for a better presentation of the financial statements.

30. Contingencies

(a) Pending litigation

The Group has contingent liabilities in respect of legal claims arising in the ordinary course of business. It
is not anticipated that any material liabilities will arise from the legal cases, nor are additional payments
anticipated as of date. Accordingly, no provision has been made for legal claims in the financial statements.

(b) Assessment in Respect of Value Added Tax (VAT)

Value Added Tax (VAT) assessments issued by Department of Inland Revenue (DIR) in respect of year of
assessment 2006/2007 have been determined by the Commissioner General of the Department of Inland
Revenue (CGDIR) on 28th January 2011. Subsequent to the determination of CGDIR, on 31st January 2011,
it was concluded that VAT refund of Rs. 928,127,301/- is due to Dialog Axiata PLC which will be refunded in
due cause.

Further, DIR has started full VAT audit for the years of assessment 2008 – 2010, based on the outcome
so far, total VAT exposure on disallowable input credits is amounting to Rs. 104,000,000/- which is fully
provided in the financial statements as at 31st December 2011.

Value Added Tax (VAT) assessments has been issued by the Department of Inland Revenue in respect of
year of assessment 2009/2010 for Dialog Television (Private) Limited for a value of Rs. 6,850,290/- on 20th
December 2011 for which full provision has been made in the financial statements as at 31st December 2011.
 102 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

(c) Inquiry by Sri Lanka Customs

In August 2008, Sri Lanka Customs (SLC) detained a shipment of CDMA Customer Premises Equipment
(CPE), belonging to its subsidiary company Dialog Broadband Networks (Private) Limited and commenced
an investigation into the eligibility of these items falling under the duty exemptions granted under the terms
and conditions of the Agreement which the subsidiary has entered into with the Board of Investment of
Sri Lanka. The shipment was cleared by submitting bank guarantees and thereafter shipments of CPE were
cleared by paying duty 'under protest'. The main contention of SLC was that the CDMA CPE could not be
considered a fixed asset of the subsidiary. Having completed the investigation, SLC commenced an inquiry
into this matter on 30th January 2009 and this inquiry is still in progress.

No assessment has been made on the subsidiary as at the date of the balance sheet. The Directors are of
the opinion that no material liability would result from the inquiry, and accordingly no provision has been
made in the financial statements.

(d) Guarantees
Guarantees given by the Company as at 31st December 2011 is amounting to Rs. 639,691,915/-.

31. Commitments

(a) Capital commitments

Capital commitments that were approved and contracted for the supply of telecommunication equipment
and services are as follows:

Capital expenditure contracted for at the balance sheet date but not yet incurred:

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Supply of telecommunication equipment 1,349,257 2,588,953 948,418 1,772,539

(b) Financial commitments

The Group has the following annual commitments;
Currency Amount (’000)
Annual fee to the Board of Investment of Sri Lanka USD 13
Site rental for telecommunication equipment LKR 1,686,000
Annual maintenance contract LKR 1,272,000
Rental to Axiata Lanka (Private) Limited LKR 7,920
 Annual Report 2011 | Dialog Axiata PLC 103
Notes to the Consolidated Financial Statements

(c) Other commitments

On 14th December 2011, Dialog Broadband Networks (Private) Limited has entered into a Share Purchase
Agreement with the shareholders of Suntel Limited to purchase 100% equity shares of Suntel. Pursuant to the
signing of the Share Purchase Agreement, Dialog deposited a sum of USD 27,956,870 in Escrow accounts
with Standard Chartered Bank (Sri Lankan Branch) who acted as the Escrow Agent in the arrangement as the
preliminary purchase price, in exchange for 349,403,257 shares representing 100% equity interest in Suntel. The
amount deposited in the Escrow accounts is included in cash and cash equivalents in the financial statements.

There were no other material financial commitments outstanding at the balance sheet date.

32. Related Party Transactions

(a) The Directors of the Company are also Directors of the following companies:

Jamaludin Ibrahim
Mr. Moksevi Prelis

Mr. Azwan Khan

Mr. Mohomed
Wijayasuriya

Osman Khan
Mr. Jayantha
Datuk Azzat

Vazir Muhsin
Dhanapala
Kamaludin
Dr. Hansa

Mr. James
Maclaurin
Dato' Sri
Asia Commerce Holdings (Private) Limited – – x – – – – –
Association for Social Development – – x – – – – –
Axiata Group Berhad x – – x – – – –
Axiata Investments (Indonesia) Sdn Berhad – – – – – – x –
Axiata Investments (Labuan) Limited – – – – – – x –
Axiata Investments (Mauritius) Limited – – – – – – x –
Axiata Investments (Singapore) Limited – – – – – – x –
Axiata Investments 1 (India) Limited – x – – – – x –
Axiata Investments 2 (India) Limited – x – – – – x –
Axiata Lanka (Private) Limited – x – – – – x –
Axiata Management Services Sdn Berhad – – – – – x x –
Axiata SPV1 (Labuan) Limited – – – – – – x –
Boustead Heavy Industries Corp. Berhad x – – – – – – –
Boustead Holdings Berhad x – – – – – – –
Capital Trust Asset Management (Private) Limited – – x – – – – –
Capital Trust Corporate Solutions (Private) Limited – – x – – – – –
Capital Trust Financial (Private) Limited – – x – – – – –
Capital Trust Securities (Private) Limited – – x – – – – –
Capital Trust Treasuries (Private) Limited – – x – – – – –
Cargills (Ceylon) Limited – – – – x – – –
CBN Sat (Private) Limited – x x – – – – –
Celcom Axiata Berhad – – – x – – x –
Celcom Mobile Sdn. Berhad x – – – – – – –
 104 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

Jamaludin Ibrahim
Mr. Moksevi Prelis

Mr. Azwan Khan

Mr. Mohomed
Wijayasuriya

Osman Khan
Mr. Jayantha
Datuk Azzat

Vazir Muhsin
Dhanapala
Kamaludin
Dr. Hansa

Mr. James
Maclaurin
Dato' Sri
Change Trust Fund – T T – T – – –
Colombo Stock Exchange Limited – – x – – – – –
Communiq Broadband Network (Private) Limited – x x – – – – –
Dialog Axiata Employee Share Option Trust T – T – – – – –
Dialog Broadband Networks (Private) Limited – x x – – – – –
Dialog Television (Private) Limited – x x – – – – –
Firstsource-Dialog Solutions (Private) Limited – x – – – – – –
GSM Association – – – BM – – – –
Hello Axiata Company Limited – – – – – x x –
Idea Cellular Limited, (India) – AD – – – – – –
KPJ Healthcare Berhad x – – – – – – –
Malaysian Directors Academy x – – – – – – –
M1 Limited – – – x – – – –
Multimedia Development Corporation Malaysia – – – x – – – –
Sri Lanka Institute of Nanotechnology (Private) Limited
[Formerly known as Nanco (Private) Limited] – x – – – – – –
National Research Council of Sri Lanka – – x – – – – –
PT XL Axiata Tbk – – – C – – C –
Pulai Springs Resort Berhad x – – – – – – –
Rego Multi-Trades Sdn Berhad x – – – – – – –
Robi Axiata Limited – – – – – – x –
Sacofa Sdn Berhad – – – – – x – –
Samart I-Mobile Public Co. Limited – – – – – x – –
Sigiriya Leisure (Private) Limited – x – – – – – –
Sinwa Holdings – – x – – – – –
Tangalle Leisure (Private) Limited – x – – – – – –
Technology Resources Industries Limited x – – – – – – –
Universiti Tun Abdul Razak Sdn Berhad – – – x – – – –
Visdynamics Holdings Berhad x – – – – – – –

T - Trustee, BM - Board Member, C - Commissioner, x - Director, AD - Alternate Director.

The Board of Trustees of the Change Trust Fund resolved to dissolve the Trust on 25th August 2010. The
steps for dissolution of the Trust is being effected, and subscriber contributions have been discontinued.
Upon ascertaining the balance funds, the same will be donated to a charity decided by the Trustees.

As at 31st December 2011, the Group Chief Executive Officer, Dr. Hansa Wijayasuriya held options to
purchase 5,424,400 ordinary shares under ESOS.
 Annual Report 2011 | Dialog Axiata PLC 105
Notes to the Consolidated Financial Statements

The Company invested in Sri Lanka Institute of Nanotechnology (Private) Limited (Formerly known as Nanco
(Private) Limited); a company set up for carrying out research on technology developments. The carrying
value of the investment as at 31st December 2011 is Rs. 30,595,773/- (Note 10).

No share options have been granted to the non-executive members of the Board of Directors under the
employee share option plan.

(b) The Company is controlled by Axiata Investments (Labuan) Limited, which owns 83.32% of the total
number of shares in issue. The remaining 16.68% of the shares are widely held. The Ultimate Parent of the
Company is Axiata Group Berhad.

(c) The related parties with whom Dialog Axiata PLC had transactions in the ordinary course of business
are set out below:
2011 2010
Rs. ’000 Rs. ’000

Sale of Service to –
i) Axiata Lanka (Private) Limited
- Rendering of management services 2,700 2,700
ii) Dialog Broadband Networks (Private) Limited
- Site sharing revenue 202,705 202,705
- International bandwidth revenue Nil (180)
- IPLC and satellite bandwidth revenue 103,503 188,189
- Market development, workshop revenue,
origination and others 94,724 94,296
- Local Interconnection SMS 37,567 22,024
- Revenue from call centre 513 1,248
- Local call revenue 377 3,586
iii) Dialog Television (Private) Limited
- Revenue from call centre agent fee 1,913 14,700
- Satellite bandwidth service 5,623 5,723
- Local call revenue 357 2,175
iv) Telekom Malaysia Berhad
- IPLC revenue 21,993 17,962
- Interconnection revenue 199,454 278,915
v) Multinet Pakistan (Private) Limited
- Interconnection revenue 153,894 143,083
vi) Spice Communications Limited
- Interconnection revenue 448,211 430,511
vii) M1 Limited (Singapore)
- Interconnection revenue 6,294 13,490
 106 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

2011 2010
Rs. ’000 Rs. ’000

Sale of Service to –
viii) Celcom Mobile Sdn Berhad
- Inbound roaming 2,823 18,018
ix) PT XL Axiata Tbk
- Inbound roaming 464 1,341
- Axiata roaming services 3,597 Nil
x) Telekom Malaysia (USA) Inc.
- Interconnection revenue 6,752 33
xi) Hello Axiata Company Limited
- Interconnection revenue 4,679 247
xii) Celcom Axiata Berhad
- SAP implementation revenue Nil 146,675
- Interconnection revenue 380,681 Nil
- Other revenue 4,573 Nil
xiv) Robi Axiata Limited
- Share of Inbound roaming revenue 539 Nil
- Axiata roaming services 3,597 Nil
1,687,533 1,587,441

2011 2010
Rs. ’000 Rs. ’000
Purchase of Service from -
i) Axiata Lanka (Private) Limited
- Rental charges 7,920 7,920
ii) Dialog Broadband Networks (Private) Limited
- Lease circuit rental and electricity 150,767 147,872
- Computer HW/SW maintenance 58,126 60,130
- BTS site sharing cost 49,451 49,451
- Last mile and field service 12,565 4,357
- Telephone charges and D Net 6,286 7,680
- ILAC, OLAC and IC 136,181 66,385
- Interconnection Charges 35,882 18,813
 Annual Report 2011 | Dialog Axiata PLC 107
Notes to the Consolidated Financial Statements

2011 2010
Rs. ’000 Rs. ’000
Purchase of Service from -
iii) Telekom Malaysia Berhad
- Lease rental 29,152 7,112
- TMCH charges 54,787 40,592
- Operation & maintenance charges 41,662 82,038
- Local access charges 43,839 35,082
- Port & internet charges 2,615 4,043
- Restoration charges 26,023 32,497
- Voice interconnection charges 3,319 3,392
iv) Dialog Television (Private) Limited
- Cost on initial connection given to DAP staff 1,170 8,823
- Cost on subscription fees on connection given to DAP staff 14,509 8,963
- Advertising expenses Nil 1,721
v) Multinet Pakistan (Private) Limited
- Origination cost 548,536 309,713
vi) Spice Communications Limited
- Origination cost 6,595 6,011
vii) M1 Limited (Singapore)
- Origination cost 1,397 1,078
viii) Celcom Mobile Sdn Berhad
- Outbound roaming 7,536 6,011
ix) PT XL Axiata Tbk
- Outbound roaming 1,572 Nil
x) Telekom Malaysia (USA) Inc.
- Acquisition cost of indefeasible right of use of SEE-ME-WE Nil 168
- Local access charges/port and internet charges 1,845 8,618
xi) Telekom Malaysia (UK) Limited
- Local access charges 58,460 75,771
- Interconnection charges 1,553 Nil
- Port and internet charges Nil 3,462
xii) Hello Axiata Company Limited
- Origination cost 33 23
 108 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

2011 2010
Rs. ’000 Rs. ’000
Purchase of Service from -
xiii) Celcom Axiata Berhad
- Origination cost 30,152 11,252
xiv) Telekom Malaysia (HK) Limited
- Local access charges 12,308 15,467
xv) Firstsource Dialog Solution (Private) Limited
- Call centre charges 312,180 Nil
1,656,421 1,024,445

Funds made available to subsidiaries:

Dialog Broadband Networks (Private) Limited 4,148,813 2,413,604
Dialog Television (Private) Limited 60,000 585,020
4,208,813 2,998,624

(d) Key management personnel include members of the Group Senior Management of Dialog Axiata PLC
and its subsidiary companies.

Key management compensation:

2011 2010
Rs. ’000 Rs. ’000
Salaries and short-term employee benefits 291,290 228,173
Termination benefits Nil 15,969
Post-employment benefits 69,361 56,861
360,651 301,003
(e) Axiata Investment (Labuan) Limited
Borrowings (Note 18) 7,980,347 7,980,347
Interest payable 20,666 Nil

The loans consist of a USD 37.5 Mn advance which carries an interest rate of 0.05% p.a and LKR 3.7 Bn
which is interest free and repayable in the ordinary course of business.
 Annual Report 2011 | Dialog Axiata PLC 109
Notes to the Consolidated Financial Statements

(f) Outstanding receivable balances arising from inter-company transactions:

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Non-current receivables (Note 11)

– Dialog Broadband Networks (Private) Limited Nil Nil 12,843,786 7,608,766
– Dialog Television (Private) Limited Nil Nil 1,152,104 1,163,226
Nil Nil 13,995,890 8,771,992

Current receivables (Note 11)

– Change Trust Fund 269 (149,473) 269 (149,473)
– Multinet Pakistan (Private) Limited Nil 39,575 Nil 39,575
– M1 Limited (Singapore) 836 1,822 836 1,822
– Spice Communications Limited 36,814 88,141 36,814 88,141
– Celcom Axiata Berhad 110,339 61,380 110,339 61,380
– Telekom Malaysia (USA) Inc. 456 32 456 32
– Hello Axiata Company Limited 2,068 160 2,068 160
– PT XL Axiata Tbk 424 Nil 424 Nil
151,206 41,637 151,206 41,637

The current receivables from related parties are settled in the ordinary course of the business.
 110 Dialog Axiata PLC | Annual Report 2011
Notes to the Consolidated Financial Statements

(g) Outstanding payable balances arising from inter-company transactions:

Group Company
2011 2010 2011 2010
Rs. ’000 Rs. ’000 Rs. ’000 Rs. ’000

Amount due to Ultimate Parent Company (Note 16)

– Axiata Group Berhad 308,112 362,244 308,112 362,244

Amounts due to related companies (Note 16)

– Axiata Lanka (Private) Limited 12,423 8,609 12,423 8,609
– Telekom Malaysia Berhad 638,334 568,329 638,334 568,329
– Multinet Pakistan (Private) Limited 68,704 Nil 68,704 Nil
– Telekom Malaysia (USA) Inc. 1,065 1,843 1,065 1,843
– Telekom Malaysia (UK) Limited 16,134 26,537 16,134 26,537
– PT XL Axiata Tbk Nil 213 Nil 213
– Telekom Malaysia (HK) Limited 3,082 4,281 3,082 4,281
– Robi Axiata Limited 69,271 67,566 69,271 67,566
– Firstsource Dialog Solution (Private) Limited 45,799 Nil 45,799 Nil
854,812 677,378 854,812 677,378

The above balances are settled in the ordinary course of business.

The Directors have disclosed the nature of their interests in contracts at meetings of Directors, which are
entered in the register maintained by the Company.

There were no other related party transactions other than those disclosed above.

33. Parent Company

Axiata Investments (Labuan) Limited is the parent company of Dialog Axiata PLC. Axiata Group Berhad is
the Parent Company of Axiata Investments (Labuan) Limited. Accordingly, the Ultimate Parent Company of
Dialog Axiata PLC is Axiata Group Berhad.

34. Events after the Balance Sheet Date

The Board of Directors has recommended a withholding tax-free final dividend of Rs. 0.25 per share
amounting to Rs. 2,035,944,601/- for the financial year 2011, subject to the approval of the shareholders at
the Annual General Meeting.

Except as disclosed above, no other circumstances have arisen since the balance sheet date which require
adjustments to, or disclosure in the financial statements.
 Annual Report 2011 | Dialog Axiata PLC 111

US Dollar Financial Statements

Balance Sheet

For information purpose only

Group Company
As at 31st December 2011 2010 2011 2010
USD ’000 USD ’000 USD ’000 USD ’000

ASSETS
Non-current assets
Property, plant and equipment 449,239 478,901 362,310 400,619
Intangible assets 34,017 33,940 14,238 12,621
Investments in subsidiaries Nil Nil 90,778 93,279
Investment in associate 326 Nil 244 Nil
Other investment 269 276 269 276
Amount due from subsidiaries Nil Nil 123,041 79,241
483,851 513,117 590,880 586,036
Current assets
Inventories 3,831 2,450 3,477 2,404
Trade and other receivables 90,329 86,980 79,269 72,912
Cash and cash equivalents 91,889 49,086 60,661 45,882
186,049 138,516 143,407 121,198
Total assets 669,900 651,633 734,287 707,234

EQUITY
Capital and reserves attributable to equity holders
Stated capital 257,636 276,026 257,636 276,026
ESOS trust shares (17,503) (17,985) (17,503) (17,985)
Dividend reserve - ESOS 2,565 2,349 2,565 2,349
Revaluation reserve 1,130 1,190 825 875
Retained earnings 54,800 23,996 134,345 97,059
Total equity 298,628 285,576 377,868 358,324

LIABILITIES
Non-current liabilities
Borrowings 153,742 181,777 153,742 181,777
Deferred income tax liabilities 17,703 14,566 17,703 14,566
Retirement benefit obligations 3,901 3,529 3,547 3,242
Provision for other liabilities 5,157 5,600 5,047 5,490
Deferred revenue 9,289 2,581 9,276 2,581
189,792 208,053 189,315 207,656
Current liabilities
Trade and other payables 116,640 109,252 102,953 94,343
Current income tax liabilities 561 128 534 98
Borrowings 64,279 48,624 63,617 46,813
181,480 158,004 167,104 141,254
Total liabilities 371,272 366,057 356,419 348,910
Total equity and liabilities 669,900 651,633 734,287 707,234

Exchange Rates (Rs.) 113.75 110.70 113.75 110.70

 112 Dialog Axiata PLC | Annual Report 2011
US Dollar Financial Statements

Income Statement

For information purpose only

Group Company
Year ended 31st December 2011 2010 2011 2010
USD ’000 USD ’000 USD ’000 USD ’000

Revenue 401,206 374,190 367,264 342,857

Direct costs (220,786) (208,803) (197,752) (185,713)
Gross margin 180,420 165,386 169,512 157,143
Other operating income 660 853 615 736
Administrative costs (70,810) (68,428) (55,035) (51,739)
Distribution costs (55,606) (48,911) (51,922) (44,708)
Operating profit 54,664 48,901 63,170 61,433
Finance (costs)/income - net (2,597) 1,125 (2,685) 2,192
Share of profit from associate 85 Nil Nil Nil
Profit before tax 52,152 50,025 60,485 63,625
Taxation (5,087) (4,430) (4,978) (4,438)
Profit for the year 47,065 45,596 55,507 59,187

Exchange Rates (Rs.) 113.75 110.70 113.75 110.70

 Annual Report 2011 | Dialog Axiata PLC 113

Group Value Added Statement

For the year ended 31st December 2011 2010

Rs. '000 Rs. '000
Value added
Revenue 45,637,211 41,422,783
Other operating income 75,068 94,450
Interest income 423,855 100,115
46,136,134 42,617,348
Cost of materials and services bought in (15,276,190) (12,808,267)
30,859,944 28,809,081

Distribution of value added

To Employees
Salaries and other benefits 3,238,423 2,942,997

To Government
Taxes 10,754,827 10,437,189

To Lenders of capital
Minority interest Nil Nil
Interest on borrowings 426,426 636,319
426,426 636,319

To Shareholders as dividends
Dividend to shareholders 1,628,756 Nil
Dividend to rated cumulative redeemable preference shareholders 151,715 292,774
1,780,471 292,774

Retained in the business

Profit retained 4,434,970 4,584,323
Depreciation 10,224,827 9,915,479
14,659,797 14,499,802
30,859,943 28,809,081

Distribution of Value Added

2011 2010
% %

To employees 10 10
Retained in the business 48 50
To lenders of capital 1 2
To Government 35 36
To shareholders as dividends 6 1
 114 Dialog Axiata PLC | Annual Report 2011

Five Year Summary

GROUP
31st December 2011 2010 2009 2008 2007
Restated
Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000
OPERATING RESULTS
Turnover 45,637,211 41,222,783 36,246,014 36,419,952 34,206,610
EBIT 6,218,012 5,413,302 (10,032,558) (368,512) 9,582,173
Finance (cost)/income (295,414) 124,512 (1,747,583) (2,003,761) (630,018)
Profit/(loss) before tax 5,932,279 5,537,814 (11,780,141) (2,372,273) 8,952,155
Profit/(loss) after tax 5,353,622 5,047,441 (12,208,223) (2,879,341) 8,906,853

CAPITAL EMPLOYED
Stated capital 29,306,113 30,556,113 31,806,113 32,556,113 33,056,413
ESOS trust shares (1,990,921) (1,990,921) (1,990,921) (1,990,921) (2,000,439)
Dividend reserve - ESOS 291,781 260,067 260,067 260,067 172,722
Revaluation reserve 128,469 131,713 136,471 19,913 20,377
Retained earnings 6,233,535 2,656,318 (2,102,401) 10,964,118 19,036,282
Shareholders fund 33,968,977 31,613,290 28,109,329 41,809,290 50,285,355

Minority interest NIL NIL NIL NIL NIL

Subscription in advance NIL NIL NIL NIL 306
Total debt 24,799,847 25,505,376 31,965,400 27,723,232 10,490,553
58,768,824 57,118,666 60,074,729 69,532,522 60,776,214

ASSETS EMPLOYED
Property, plant and equipment 51,100,953 53,014,351 55,979,991 64,698,584 50,665,921
Other non-current assets 3,937,152 3,787,789 3,876,177 3,917,887 3,919,177
Current assets 21,163,044 15,333,672 15,136,068 12,821,020 17,140,415
Liabilities net of debt (17,432,325) (15,017,146) (14,917,507) (11,904,969) (10,949,299)
58,768,824 57,118,666 60,074,729 69,532,522 60,776,214

CASH FLOW
Net cash generated from
operating activities 17,853,331 14,282,578 10,815,052 6,791,920 12,534,433
Net cash used in investing activities (8,651,365) (6,748,217) (9,703,630) (23,025,988) (25,498,939)
Net cash (used)/generated from
financing activities (4,308,601) (6,024,781) 2,848,547 9,094,470 16,764,275
Net increase/(decrease) in
cash and cash equivalents 4,893,365 1,509,580 3,959,969 (7,139,598) 3,799,769

KEY INDICATORS
Basic earnings per share (Rs.) 0.65 0.59 (1.64) (0.45) 1.15
Diluted earnings per share (Rs.) 0.65 0.59 (1.65) (0.45) 1.13
Interest cover*** NM 9.75 (5.74) (0.18) 15.21
Adjusted net asset per share (Rs.)* 4.02 3.57 2.99 4.58 5.56
Current ratio 1.03 0.88 0.76 0.51 1.09
Price earnings ratio** 11.98 20.00 NM NM 17.70
Dividend per share (Rs.) 0.25 0.20 NIL NIL 0.55
Dividend yield (%) 3.21 1.69 NIL NIL 2.80
Market price per share (Rs.) 7.80 11.80 7.25 6.00 20.00

NM - Not Meaningful.
* Adjusted to exclude the preference share capital.
** Market price per share over diluted earnings per share.
*** Group recorded a net interest income of Rs. 211 Mn in 2011.
 Annual Report 2011 | Dialog Axiata PLC 115

Group Real Estate Portfolio

Owning Company and location Buildings Land in Acres Net Book Value
in Sq. Feet Freehold 2011 2010
Rs. Rs.
Properties in Colombo
Dialog Axiata PLC
No. 475, Union Place, Colombo 02. 76,855 392,234,674 398,060,839
No. 21, Samarakoon Mawatha, Gangarama,
Piliyandala 22,106 44,185,826 45,611,303
Dialog Broadband Networks (Private) Limited
No. 24, Foster Lane, Union place, Colombo 02 0.240 129,997,500 129,997,500
No. 55/2C, Old Avissawella Road, Kotikawatte 12,360 0.478 38,976,748 39,821,896
Kaluandura, Puwakpitiya, Avissawella 0.660 930,900 930,900

Properties outside Colombo

Dialog Broadband Networks (Private) Limited
Saliya Mawatha, Anuradhapura 1.919 7,777,510 7,777,510
Punachchiminai Road, Ward 40, Batticaloa. 0.250 4,131,000 4,131,000
Thambakanda, Kochchikade 0.797 1,275,000 1,275,000
Kotakanda, Kuda Bingiriya, Madampe. 0.704 1,476,685 1,476,685
Walagamageatta, Browns Hill, Matara 0.225 7,087,700 7,087,700
Anuradhapura Road, Baristapura, Puttalam 2.319 7,624,345 7,624,345
Ambalankanda, Horana 0.125 400,000 400,000

Furnishing and fixtures on leasehold building 210,712,414 317,633,316

Total land and building 846,810,302 961,827,994

 116 Dialog Axiata PLC | Annual Report 2011

Notice of Annual General Meeting

DIALOG AXIATA PLC (PQ 38)

NOTICE IS HEREBY GIVEN THAT THE FIFTEENTH ANNUAL GENERAL MEETING OF THE COMPANY
WILL BE HELD ON WEDNESDAY, 9TH MAY 2012 AT 3.30 P.M. AT THE GRAND BALLROOM, WATERS
EDGE, NO. 316, ETHUL KOTTE ROAD, BATTARAMULLA.

1. To receive and adopt the Report of the Directors and the Statement of Accounts for the Financial Year
ended 31st December 2011 and the Auditors’ Report thereon.
2. To declare a final dividend as recommended by the Board of Directors.
3. To re-elect as a Director, Mr. Mohamed Vazir Muhsin, who retires by rotation pursuant to Article 102 of
the Articles of Association of the Company.
4. To re-elect as a Director, Mr. James Carl Grinwis Maclaurin who was appointed to the Board since the
last Annual General Meeting pursuant to Article 109 of the Articles of Association of the Company.
5. To re-elect as a Director, Mr. Moksevi Rasingh Prelis, who attained the age of 75 years on 2nd July
2011 and retires pursuant to Section 210 of the Companies Act, No. 07 of 2007 and to resolve that
the age limit of 70 years referred to in Section 210 of the Companies Act, No. 07 of 2007 shall not be
applicable to Mr. Moksevi Rasingh Prelis.
6. To re-elect as a Director, Mr. Jayantha Cudah Bandara Dhanapala, who attained the age of 73 years on
30th December 2011 and retires pursuant to Section 210 of the Companies Act, No. 07 of 2007 and to
resolve that the age limit of 70 years referred to in Section 210 of the Companies Act, No. 07 of 2007
shall not be applicable to Mr. Jayantha Cudah Bandara Dhanapala.
7. To reappoint Messrs PricewaterhouseCoopers, Chartered Accountants, as Auditors to the Company
and to authorise the Directors to determine their remuneration.
8. To authorise the Directors to determine and make donations.
9. To consider any other business of which due notice has been given.

By Order of the Board,

Ms. Viranthi Attygalle

Company Secretary

30th March 2012

Colombo

Notes:

i) Only persons who are shareholders of the Company and whose names appear on the Share Register as at the
AGM date will be entitled to attend the above meeting.
ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and
vote in his/her place by completing the Form of Proxy enclosed herewith.
iii) A proxy need not be a shareholder of the Company. However the proxy must be above 18 years of age.
iv) Shareholders/Proxy Holders are kindly advised to bring along with them their National Identity Card or a
similar form of acceptable identity when attending the meeting.
v) For more information, please refer Administrative Details enclosed herewith.
 Annual Report 2011 | Dialog Axiata PLC 117

Administrative Details for the 15th Annual General Meeting

DATE : Wednesday, 9th May 2012

TIME : 3.30 P.M.

VENUE : The Grand Ballroom, Waters Edge, No. 316, Ethul Kotte Road, Battaramulla.

REGISTRATION
1. Registration will be from 2.00 p.m. to 3.30 p.m.
2. Please produce your National Identity Card (NIC) to the registration staff for verification.
3. Upon verification, you are required to write your name and sign on the Attendance List placed on the registration table.
4. You will be given an identification wristband and it will be mandatory that it is worn throughout the event as no person
will be allowed to enter the meeting hall or refreshments area without the wristband. There will be no replacement in the
event that you lose or misplace the identification wristband.
5. If you are attending the meeting as a shareholder as well as a proxy for another, you will be given only one identification
wristband.
6. After registration, please leave the registration area immediately and proceed to the meeting hall.
7. The registration counters will handle only verification of identity and registration.

HELP DESK
8. Please proceed to the Help Desk for any clarification or queries.
9. The Help Desk will also handle revocation of proxy’s appointment.

ENTITLEMENT TO ATTEND AND VOTE

10. Only persons who are shareholders of the Company and whose names appear on the Share Register as at the AGM date
will be entitled to attend the above meeting.

PROXY
11. A shareholder entitled, as set out above, to attend and vote at the meeting but is unable to attend the meeting, is entitled
to appoint a proxy to attend and vote at the AGM instead of him/her by completing the Form of Proxy enclosed herewith.
12. The Form of Proxy should only be used for the purpose of appointing a proxy to attend and vote on your behalf at the
meeting in the event you are unable to attend the meeting, and should not be used to confirm participation at the AGM.
13. If you have submitted your Form of Proxy prior to the meeting and subsequently decide to attend the meeting yourself,
please proceed to the Help Desk to revoke the appointment of your proxy. You will not be allowed to attend the meeting
together with a proxy appointed by you.
14. In order to be valid, the Form of Proxy must be duly completed and forwarded to the Company Secretary, Dialog Axiata
PLC, No. 475, Union Place, Colombo 2, and must be received not later than 48 hours before the time appointed for holding
the meeting, i.e. before 3.30 p.m. on 7th May 2012.

ENQUIRY
15. If you have general queries prior to the meeting, you may contact us on our Shareholder Helpline on +94 773 908 929
or contact the following persons during working hours on the numbers given below:
 Ms. Anushka Lewke +94 117 102 235
 Ms. Nuwanthi Ruberu +94 777 087 564
 118 Dialog Axiata PLC | Annual Report 2011

Notes
 Annual Report 2011 | Dialog Axiata PLC

Form of Proxy
I/We (name of shareholder/s) ..................................................................................................................................................................................................

(Holder of NIC/Passport/Company Registration No./s…....….……………............................................................................………………………….….…..…)

of (address of shareholder/s)......................................…………..................................................................................................................................................

being a shareholder/s of Dialog Axiata PLC, hereby appoint-

 (Name of proxy) ......................................................................................................................................................................................................................

(Holder of NIC/Passport No./s…..…………..…….….....................................…...........……......……………….................................................................…..) of

(address of proxy) ..................................................................................................................................................................................................................

OR failing him/her

 Datuk Azzat Kamaludin (Chairman of the Company) or, failing him, one of the Directors of the Company
as my/our proxy to represent me/us and vote on my/our behalf in accordance with the preference as indicated below at the
Fifteenth Annual General Meeting of the Company to be held on 9th May 2012 at 3.30 P.M. and at any adjournment thereof,
and at every poll which may be taken in consequence thereof.

For Against
Resolution 1
To receive and adopt the Report of the Directors and the Statement of Accounts for the Financial
Year ended 31st December 2011 and the Auditors’ Report thereon.
Resolution 2
To declare a final dividend as recommended by the Board of Directors.
Resolution 3
To re-elect as a Director, Mr. Mohamed Vazir Muhsin, who retires by rotation pursuant to Article 102
of the Articles of Association of the Company.
Resolution 4
To re-elect as a Director, Mr. James Carl Grinwis Maclaurin, who was appointed to the Board since the
last Annual General Meeting pursuant to Article 109 of the Articles of Association of the Company.
Resolution 5
To re-elect as a Director, Mr. Moksevi Rasingh Prelis, who attained the age of 75 years on 2nd July
2011 and retires pursuant to Section 210 of the Companies Act, No. 07 of 2007 and to resolve that
the age limit of 70 years referred to in Section 210 of the Companies Act, No. 07 of 2007 shall not be
applicable to Mr. Moksevi Rasingh Prelis.
Resolution 6
To re-elect as a Director, Mr. Jayantha Cudah Bandara Dhanapala, who attained the age of 73 years
on 30th December 2011 and retires pursuant to Section 210 of the Companies Act, No. 07 of 2007
and to resolve that the age limit of 70 years referred to in Section 210 of the Companies Act,
No. 07 of 2007 shall not be applicable to Mr. Jayantha Cudah Bandara Dhanapala.
Resolution 7
To reappoint Messrs PricewaterhouseCoopers, Chartered Accountants, as Auditors to the Company
and to authorise the Directors to determine their remuneration.
Resolution 8
To authorise the Directors to determine and make donations.

(Please indicate with a ‘X’ in the space provided how your proxy is to vote on each resolution. If you do not do so, the proxy
will vote or abstain from voting at his discretion.)

Signature/s of Shareholder/s Date

Contact No. of Shareholder/s

Note:
Instructions as to completion of the Form of Proxy are noted on the reverse hereof.
 Dialog Axiata PLC | Annual Report 2011
Form of Proxy

Notes and Instructions as to completion of Form of Proxy

1. A shareholder entitled to attend and vote at the meeting but is unable to attend the meeting, can
appoint not more than one proxy to attend and vote at the AGM instead of him/her, by completing the
Form of Proxy.

2. Please complete the Form of Proxy by filling in legibly, your full name and address, signing in the space
provided and filling in the date of signature and contact number.

3. In order to be valid, the Form of Proxy must be duly completed and forwarded to the Company Secretary,
Dialog Axiata PLC, No. 475, Union Place, Colombo 2, and must be received not later than 48 hours
before the time appointed for holding the meeting, i.e. before 3.30 p.m. on 7th May 2012.

4. If the Form of Proxy is signed by an Attorney, the relevant Power of Attorney should accompany the
completed Form of Proxy for registration, if such Power of Attorney has not already been registered
with the Company.

5. If the appointer is a Company or Corporation, the Form of Proxy should be executed under its Common
Seal or by a duly authorised officer of the Company or Corporation in accordance with its Articles of
Association or Constitution.

6. The Form of Proxy should only be used for the purpose of appointing a proxy to attend and vote on
your behalf at the meeting in the event you are unable to attend the meeting, and should not be used
to confirm participation at the AGM.

7. If a shareholder has submitted a Form of Proxy prior to the meeting and subsequently decides to
attend the meeting him/herself, please take steps to revoke the appointment of proxy immediately.
Corporate Information

NAME OF COMPANY COMPANY SECRETARY

Dialog Axiata PLC Ms. Viranthi Attygalle

COMPANY REGISTRATION NO. AUDITORS

PQ 38 Messrs PricewaterhouseCoopers
Chartered Accountants
REGISTERED ADDRESS 100, Braybrooke Place
475, Union Place Colombo 02, Sri Lanka
Colombo 02
Sri Lanka BANKERS
Telephone: +94 777 678 700 Bank of Ceylon
Website: www.dialog.lk Citibank N.A.
Commercial Bank of Ceylon PLC
LEGAL FORM Deutsche Bank AG
A public quoted company with limited DFCC Vardhana Bank Ltd.
liability. Incorporated as a private limited Hatton National Bank PLC
liability company on 27th August 1993 and Hongkong and Shanghai Banking
subsequently converted to a public limited Corporation Ltd.
liability company on 26th May 2005. Listed on National Savings Bank
the Colombo Stock Exchange in July 2005. Nations Trust Bank PLC
NDB Bank PLC
STOCK EXCHANGE LISTING Pan Asia Banking Corporation PLC
The Ordinary Shares of the Company are listed People’s Bank
on the Colombo Stock Exchange of Sri Lanka. Public Bank Berhad
Sampath Bank PLC
BOARD OF DIRECTORS Seylan Bank PLC
Datuk Azzat Kamaludin - Chairman Standard Chartered Bank Ltd.
Dr. Hans Wijayasuriya - Group Chief Executive Union Bank of Colombo Ltd.
Mr. Moksevi Prelis
Mr. Mohamed Muhsin CONTACT FOR SHAREHOLDER SERVICES
Mr. Jayantha Dhanapala Group Corporate Services
Mr. Azwan Khan Osman Khan 3rd Floor,
Dato’ Sri Jamaludin Ibrahim 57, Dharmapala Mawatha, Colombo 3
Mr. James Maclaurin Telephone: +94 773 908 929
Fax: +94 117 694 350
BOARD AUDIT COMMITTEE E-mail: [email protected]
Mr. Mohamed Muhsin - Chairman
Mr. Moksevi Prelis CONTACT FOR INVESTOR RELATIONS
Mr. Jayantha Dhanapala Group Investor Relations
Mr. Azwan Khan Osman Khan Telephone: +94 777 080 140
Mr. James Maclaurin E-mail: [email protected]

NOMINATING & REMUNERATION CONTACT FOR MEDIA

COMMITTEE Group Corporate Communications
Datuk Azzat Kamaludin - Chairman Telephone: +94 777 080 221,
Mr. Moksevi Prelis +94 777 088 412
Mr. Mohamed Muhsin E-mail: [email protected]
 Dialog Axiata PLC
Annual Report 2011

Dialog Axiata PLC

No. 475, Union Place, Colombo 02, Sri Lanka.
Tel: +94 777 678 700

website: www.dialog.lk
Dialog Axiata PLC Annual Report 2011