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Notes to Accounts of GTL Ltd.

Mar 31, 2015

(i) The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in Accounting Standard - 3 'Cash Flow Statement.

(ii) Figures in brackets indicate outflows.

(iii) Cash and cash equivalents at the end of the year include Rs. 0.59 Cr. (Previous Year Rs. 0.70 Cr.) towards amount payable for unclaimed dividend.

(iv) Following transactions since not involving cash flows are not considered in preparation of above Statement :

a) Increase in paid up Equity Share capital of Rs. Nil (PY Rs. 0.34 Cr.) & in Securities Premium Reserve of Rs. Nil (PY Rs. 0.58 Cr.) which is on account of conversion of Compulsory Convertible Debentures (CCDs) alloted to the lenders under CDR Package.

b) Return of Inventory of Rs. Nil (PY Rs. 291.76 Cr.) resulting in increase in advances to suppliers classified under Long Term Loans and Advances.

c) Increase in non current investment on account of:

i) Restoration of Company's investment of Rs. Nil (PY Rs. 300.32 Cr.) in Equity Shares of GTL Infrastructure Limited which were earlier invoked by IFCI, a lender of the Company's Associate, Chennai Network Infrastructure Limited (CNIL).

ii) Investment accepted of Rs. Nil (PY Rs. 200.00 Cr.) in Preference Shares and of Rs. Nil (PY Rs. 150.00 Cr.) in Fully Convertible Debentures of Global Rural Netco Limited from parties against receivables for a) advances paid towards supplies and b) sale of goods.

iii) Acceptance of Investment of Rs. Nil (PY Rs. 241.48 Cr.) in Preference Shares of European Projects and Aviation Limited from parties against receivables for a) advances paid towards supplies and b) sale of goods.

d) Increase in borrowing of Rs. 249.16 Cr. (PY Nil) on account of conversion of part of the accrued interest liability relating to NCD.

(v) Previous year's figures have been regrouped/rearranged/recast wherever necessary to make them comparable with those of current year.

2.1.3 Terms, Rights, Preferences and restrictions attached to equity shares:

The Company has only one class of equity shares having a face value of Rs. 10/- per share. Each holder of equity share is entitled to one vote on show of hands and in case of poll, one vote per equity share. A member shall not have any right to vote whilst any call or other sum shall be due and payable to the Company in respect of any of the equity shares of such member. All equity shares of the Company rank pari-passu in all respects including the right to dividend.

In the event of winding-up of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, if any, after distribution of all preferential amounts in proportion to the number of shares held at the time of commencement of winding-up.

The equity shareholders have all other rights as available to equity shareholders as per the provisions of Companies Act, 2013, read together with Memorandum of Association of the Company.

2.1.4 Terms, Rights, Preferences and restrictions attached to 0.01% Non-Participating Optionally Convertible Cumulative Preference Shares (OCPS):

The Company has only one class of preference shares, having face value of Rs. 10/- per share allotted to Chennai Network Infrastructure Limited (CNIL). In terms of the issue, CNIL had right to convert OCPS into equity shares from the expiry of 6 months from the date of allotment till 18 months of the date of allotment. However, CNIL has opted for non- conversion of OCPS into equity shares.

The OCPS carry a dividend of 0.01 % per annum, payable on a cumulative basis on the date of conversion / redemption as the case may be. Any declaration and payment of dividend shall at all times be subject to the availability of Profits and the terms of the restructuring of the debts under the Corporate Debt Restructure (CDR) Mechanism, unless otherwise agreed by the CDR Lenders. Further, in the event of inability of the Company to declare / pay dividend due to non-availability of Profits / pursuant to the terms of restructuring, the dividend may be waived by CNIL.

After the expiry of a period of 6 months from the Allotment Date, the OCPS may at the Option of the Company be redeemed at any time prior to the expiry of 20 years from the date of the allotment, in part or in full, after providing a prior written notice of 30 days to CNIL. As agreed by the OCPS holder, the original term providing Yield to Maturity of 8% by way of redemption premium has been repealed by the Board.

Other than as permitted under applicable laws, CNIL will not have a right to vote at the Company's General Meetings. CNIL has also agreed to waive the right to vote in the event it waives the right to receive dividend.

In the event of winding-up of the Company, the OCPS holder/s will be entitled to receive in proportion to the number of shares held at the time of commencement of winding-up, any of the remaining assets of the Company, if any, after distribution to all secured creditors and their right to receive monies out of the remaining assets of the Company shall be reckoned pari-passuwith other unsecured creditors, however, in priority to the equity shareholders.

The OCPS holder/s shall have such rights as per the provisions of Companies Act, 2013, read together with Memorandum of Association of the Company.

2.3.1 Nature of security:

I) Security created in favor of CDR Lenders:

a) A first charge and mortgage on all immovable properties, present and future;

b) A first charge by way of hypothecation over all movable assets, present and future;

c) A first charge on the Trust and Retention Account and other reserves and any other bank accounts wherever maintained, present & future;

d) A first charge, by way of assignment or creation of charge, over:

i. all the right, title, interest, benefits, claims and demands, whatsoever, in the Project Documents duly acknowledged and consented to by the relevant counter-parties to such Project Documents, all as amended, varied or supplemented from time to time;

ii. all the rights, title, interest, benefits, claims and demands, whatsoever, in the Clearances;

iii. all the right title, interest, benefits, claims and demands, whatsoever, in any letter of credit, guarantee, performance bond provided by any party to the Project Documents;

iv. all the rights, title, interest, benefits, claims and demands, whatsoever, in Insurance Contracts / proceeds under Insurance Contracts;

e) Pledge of all shares held in the Company by one of the Promoters of the Company namely Mr. Manoj G. Tirodkar;

f) Pledge of all investments of the Company, except investment in Global Rural Netco Ltd. (GRNL) which will be pledged on fulfillment of financial covenant agreed with the lenders of GRNL;

g) Mr. Manoj G. Tirodkar, one of the promoters of the Company, has extended a personal guarantee. The guarantee is limited to an amount of Rs. 394.28 Cr.; and

h) Mr. Manoj G. Tirodkar and Global Holding Corporation Private Limited; promoters of the Company, have executed sponsor support agreement to meet any shortfall or expected shortfall in the cash flows towards the debt servicing obligations of the Company.

II) Security offered to CDR Lender's pending creation of charge

a) The Company's one of the promoters namely GHC along with its step down subsidiaries has to extend corporate guarantee; and

b) GHC has to pledge its holding in the Company that is currently pledged by GHC in favor of its lenders, as and when released, either in full or part.

III) Prior to the restructuring of the Company's debts under CDR Mechanism, the Company created security on certain specified tangible assets of the Company in favour of Andhra Bank, Punjab National Bank, Union Bank of India, Vijaya Bank, IDBI Bank Limited, State Bank of Hyderabad, Bank of Baroda, UCO Bank, Indian Overseas Bank, Indian Bank, Canara Bank and Dena Bank for their respective credit facilities other than term loans, aggregating Rs. 1,572 Cr. In terms of CDR Documents inter- alia Master Restructuring Agreement, the earlier charges are not satisfied by the Company after creation of new security as stated in I above.

2.3.2.1 In view of the non-payment of loan installments and interest accrued thereon, CDR lenders have classified facilities provided to the Company as Non - Performing Assets (NPA). Considering the continuation of CDR package, the maturity profile presented above is as per approved CDR package.

2.7.1 The Balances of Trade Payables are subject to reconciliation and confirmation. Appropriate adjustment, if necessary, will be considered in the year of reconciliation.

2.7.2 Disclosure in accordance with Micro, Small and Medium Enterprises Development (MSmEd) Act, 2006.

The information required to be disclosed has been furnished to the extent parties have been identified as Micro, Small and Medium Enterprises on the basis of information available in this regard with the Company.

* Include Rs. 2.16 Cr. (Rs. Nil) received from related party. ** Includes due to employees towards insurance claims received Rs. 1.05 Cr. (Rs. 1.90 Cr.).

2.8.1 In the financial statements of the previous financial year, the following was disclosed in relation to the Rated Redeemable Unsecured Rupee Non- Convertible Debentures issued by the Company:

"The holder of Rated Redeemable Unsecured Rupee Non-Convertible Debentures have given their consent to be part of the Corporate Debt Restructuring Scheme. Accordingly, the Company and the holders of Rated Redeemable Unsecured Rupee Non-Convertible Debentures have entered into amendment to the original sanction letter on March 22, 2014 to restructure NCD debt, pending fulfillment of conditions mentioned therein, the effect of the same is not given in the books".

The time period for complying with the various conditions was originally May 31,2014 and the same was subsequently extended to July 31,2014.

While the Company had taken steps towards fulfillment of its obligations, including payment of a sum of Rs. 123.80 Cr. in respect of interest, due

to certain inter-creditor issues, and pendency of consent by CDR Lenders, the restructuring could not be implemented within the time prescribed under definitive documentation entered into with the NCD holders.

While the Company was in the process of obtaining consent of the CDR lenders on bilateral restructuring documents, the Company received a notice on October 27, 2014 from the NCD holder exercising its rights for acceleration of the entire outstanding amount and in January 2015 the NCD holders filed winding up petition against the Company before Hon'ble High Court of Bombay seeking urgent / interim reliefs such as desisting from making any further payment to CDR lenders till ECB / NCD interest / principal dues are paid, share the proceeds of TRA account on pari-passu with CDR lenders and going forward to create security in favour of NCD holder. The Company has taken appropriate legal steps in these matters to defend / protect its interest. The CDR and ECB lenders of the Company have also intervened. The Bombay High Court has asked CDR lenders position on the NCD holder's treatment on pari-passu basis. The matter is currently sub-judice.

Since all funds of the Company are subject matter of Trust and Retention Account (TRA) which is controlled by CDR lenders, the question of payment to NCD holder does not arise until and unless CDR lenders decide on the issue as directed by the Hon'ble High Court of Bombay.

The above circumstances have resulted in non payment of dues to the NCD holders, which is beyond the control of the management and thus not in the nature of default.

2.8.2 The Company availed an External Commercial Borrowing ("ECB") facility of US$ 150 Mn. in September 2006. The facility was due for repayment in September 2011. An amount of Rs. 694.86 Cr. (US$

111.21 Mn.) is presently owed to the ECB Lenders.

By way of background, it may be noted that on account of the various factors that adversely affected the Telecom and Power industries (and in particular, the Company), the Company was constrained to restructure its debt under the Corporate Debt Restructuring ("CDR") scheme with effect from July 2011. Pursuant to the terms of the said CDR package, the Company and the ECB lenders also agreed to an indicative term sheet for restructuring of ECB facilities. Even though RBI approval for the restructuring was obtained, due to the contrarian

stands taken by different sets of lenders, the inter- creditor agreement could not be executed.

Pending execution of the documentation (which was being deliberated amongst the CDR lenders, the ECB lenders & the NCD holders), some of the ECB lenders filed an Application for Summary Judgment before the High Court of Justice, Queen's Bench Division, Commercial Court, London ("London High Court"). The London High Court, after hearing the parties, by way of its Order dated February 20, 2015 dismissed the ECB lenders' application for summary judgment on their claim of interest post September 19, 2011 and directed the Company to pay outstanding principal amount of US$ 21,666,667, equivalent to Rs. 135.37 Cr., to the 3 ECB lenders who approached the Court. The Court has also directed payment of GBP 31,500 equivalent to Rs. 0.29 Cr. towards Claimants legal costs by the Company.

2.8.3 Dues payable to Banks for Secured Long Term Loan of Rs. 419.55 Cr. represent overdue amount relating to period June 14 to March 15 (Previous year Rs. 67.19 Cr. relating to period January 2014 to March 2014).

2.8.4 Interest accrued and due on borrowings comprises of:

a. Overdue Interest of Rs. 189.28 Cr. relating to the period March 2014 to March 2015 (previous year Rs. 415.50 Cr. relating to the period May 2011 to March 2014) on amounts due to holders of Rated Redeemable Unsecured Rupee Non-convertible Debentures;

b. Overdue Interest of Rs. 93.75 Cr. relating to the period for December 12, 2011 to March 31, 2015 (previous year Rs. 86.67 Cr. relating to the period December 12, 2011 to March 31,2014) on External Commercial Borrowings.

c. Overdue Interest of Rs. 196.54 Cr. relating to the period June 2014 to March 2015 (previous year Rs. 24.78 Cr. relating to the period February 14 to March 14) on Secured Term Loan

d. Overdue interest of Rs. 5.87 Cr. relating to the period June 2014 to March 2015 (previous year Rs. 0.81 Cr. relating to the period February 14 to March 14) on Secured Funded Interest Term Loan

e. Overdue interest of Rs. 2.48 Cr. relating to the period September 2014 to March 2015 (previous year Rs. Nil) on Cash Credit facility.

The Company continues to account for the interest obligations on various credit facilities as per the terms of CDR / the amended terms / as per the original terms of sanction as applicable.

2.11.1 For basis of Valuation Refer Point No. 7 of Note No. 1 "Significant Accounting Policies"

2.11.2 Details of aggregate amount of quoted investments, market value thereof, aggregate amount of unquoted investment and provision for diminution:

(Rs. in Crores)

2.11.3 The Company holds investment in both quoted / unquoted equity and preference shares. In respect of Company's investment in unquoted shares, the book value of these investments, are ascertained from the latest available audited / unaudited financials of the investee companies and the book values of these investments (other than subsidiaries ) is much lower than carrying cost of such investments. Similarly, the market value of Company's quoted investment is much below the carrying cost of such investment. The Company has made provision of Rs. 45 Cr. for diminution in value of investment in Equity Shares Global Rural Netco Ltd. As regards other investments, in the opinion of the Management, having regard to the long-term nature of these investments and future business plans of the investee companies and other vested contractual rights available to the Company in respect of certain specified investments, the diminution in the value of investments does not require provision as such diminution is not other than temporary.

2.12.1 The Company had paid advances for procurement of material to execute large telecom projects such as BSNL Mega Tender, Aircel, Expansion 2G Network and other telecom projects. In view of discontinuation of these projects, the corresponding purchases have not taken place and hence the advances paid for supplies for these materials are not issued. The Company is negotiating with suppliers for recovery of these advances and considering the status of negotiations, as a prudent accounting practice, has made provision of Rs. 136.00 Cr. (Previous Year Rs. Nil) towards these advances which is considered adequate by the Management. The amount provided has been considered as exceptional items.

2.12.2 DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013

Investments made are given under the respective heads. No Loans have been given except loan to employee.

Details of Corporate Guarantees given by the Company in respect of loans taken by the subsidiaries and Other Body Corporate.

2.13.1 For basis of Valuation Refer Point No. 7 of Note No. 1 "Significant Accounting Policies."

2.13.2 Details of aggregate amount of quoted investment, market value thereof and aggregate amount of unquoted investment:

2.15.1 The Company has sought the balance confirmations from the customers and has received such confirmations from some customers. In respect of remaining customers, balances are subject to confirmation and appropriate adjustment, if necessary, will be considered in the year of reconciliation.

2.18.1 During the year the Distribution Franchisee (DF) agreement between the Company and MSEDCL got terminated. The reconciliation and settlement of several claims of the Company and MSEDCL are under process. The assets relating to DF activity comprising of Plant and Equipments, trade receivables, inventory and unbilled amount to consumers on the date of termination of Distribution Franchisee agreement will be adjusted against the amount due to MSEDCL. Pending reconciliation of the claims and consequent adjustment thereof, these amounts are considered as "Claim Receivable - DF".

2.23.1 Salaries and allowances include remuneration to whole time director, appointed during the year, of Rs. 0.04 Cr. which is subject to the approval of Central Government.

2.23.2 Disclosure of Employee Benefits as defined in Accounting Standard 15 "Employee Benefit":

b) Defined Benefit Plan

The Employee's Gratuity Fund Scheme, which is defined benefit plan, is managed by a Trust maintained with Life Insurance Corporation of India (LIC). The present value of obligations is determined based on actuarial valuation using Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for compensated absences is recognised in same manner as gratuity.

a. The Company was in negotiation with its customer, Aircel group of companies, for settlement of the disputes arising from cancellation / termination of certain commitments resulting in loss of business expansion opportunities for the Company and also its vendors. As a part of the settlement, the Company received an amount of Rs. 345.00 Cr. from Aircel group of companies which inter-alia includes the payment for settlement towards the vendors various claims of Rs. 245.72 Cr. The net amount of Rs. 99.28 Cr. is considered as Exceptional Item.

b. The Company has settled part of its ECB liability during the year. The remission of liability against the said settlement of Rs. 42.49 Cr. is considered as Exceptional Item.

c. The Company's associate Chennai Network Infrastructure Limited acquired tower portfolio of Aircel in the year 2010 with the commitment from Aircel to rollout 20,000 additional telecom sites. In turn, the Company was expecting revenue worth Rs. 17,100 Cr. Unfortunately, subsequently, Aircel cancelled / terminated its plan to expand 20,000 towers in July 2013. Consequently, the Company suffered huge losses due to loss of business opportunities and which also resulted in pile-up of inventory and suppliers advances. The Company is negotiating with suppliers for recovery of advances given and as prudent accounting practice has provided Rs. 136.00 Cr. doubtful of recovery and the said provision is included in Exceptional Item.

d. During the year, an assessment of carrying values of long term investments was carried out and amount of Rs. 45.00 Cr. has been provided for towards its diminution and the same is considered as an Exceptional Item.

2.27.1 Provision of Income tax includes tax liability of Rs. Nil (Rs. 25.57 Cr.) towards tax liability determined for Assessment Years 2005-06 to 2012-13 upon conclusion of proceedings before Appropriate Statutory Authority.

2.28 DISCONTINUED OPERATIONS:

During the year, the DF agreement between the Company and MSEDCL got terminated. The reconciliation and settlement of several claims of the Company and MSEDCL are under process and appropriate effect in respect of the same will be given in financials on conclusion of the said process.

Pending reconciliation / settlement, as stated above, following are the disclosures as required by Accounting Standard (AS) 24 - Discontinued Operations

2.30 CONTINGENT LIABILITIES & COMMITMENTS:

2.30.1 Contingent Liabilities (Rs in Crores)

Particulars As at As at March 31st 2015 March 31st 2014

i Claims against the Company not acknowledged as debts 321.43 231.56

ii Put option by IFCI on optionally convertible loan of GRNL (including interest accrued thereon of Rs. 37.54 ) 137.54 Nil

iii Guarantees given by Banks on behalf of the Company 64.61 211.86

iv Performance Guarantees issued to banks on behalf of Subsidiaries / Associates and Affiliates 5.00 5.00

v Corporate Guarantees given by the Company for loans taken by subsidiaries / others 581.20 594.79

vi Disputed Sales tax liabilities for which appeals are pending (Amount deposited Rs. 0.91 Cr. (Rs. 0.57 Cr.) 11.31 10.28

vii Dividend on 0.01% Non- Participative Optionally Convertible Cumulative Preference Shares 0.16 0.10

Future cash outflows in respect of the above matters are determinable only on receipt of judgments or decisions pending at various forum.

*As on March 31,2015, there were 52 cases against the Company, pending in various Courts and other Dispute Redressal Forums.

In 12 out of 52 cases, the Company has been implicated as proforma defendant i.e. there is no monetary claim against the Company. In most of these cases dispute is concerning the matters like loss of share certificate, title claim/ownership/transfer of the shares etc. The Company's implication in these matters is with a view to protect the interest of the lawful owners of the shares. Upon the final orders passed by the Court(s), the Company shall have to release the shares, which are presently under 'stop transfer', in this regard to the rightful claimants. There is no direct liability or adverse impact on the business of the Company on account of the said 12 cases.

Out of the balance 40 cases, 29 cases are from its earlier power business and 10 cases are from telecom related businesses which are handled by the Company's Advocates, who have the necessary expertise on the subject. It is found that, in most of the cases the claims are frivolous, highly exaggerated and without any basis and therefore the Company is resisting and defending these claims. The contingent liability of these 40 cases is Rs. 2.34 Cr.

NCD holder has filed winding up petition against the Company before Hon'ble High Court of Bombay on January 22, 2015 inter-alia claiming recovery of dues of Rs. 1,858.46 Cr. Contingent Liability of Rs. 98.09 Cr. represents difference between amount claimed by NCD holders and amount accounted by the Company in the books as on Spetember 30, 2014 of Rs. 1,760.37 Cr. based on the amended terms on March 22, 2014. Presently the matter is sub-judice.

**Global Rural Netco Limited (GRNL) issued Fully convertible Debentures of Rs. 250 Cr. to IFCI Limited. Subsequently, in terms of the settlement between GRNL and IFCI on August 03, 2012, GRNL's loan of Rs. 250.00 Cr. reduced to Optionally Convertible Loan (OCL) of Rs. 100.00 Cr. In case the loan is not repaid / prepaid by GRNL or converted into equity shares of GRNL on or before March 31,2015, IFCI has Put option and the Company has to purchase the said loan from IFCI so as to provide IFCI a YTM of 13.50% on loan amount from April 1,2012 to March 31,2015.

In April 2015, IFCI exercised its put option for OCL of Rs. 100 Cr. on the Company. Since GRNL has requested IFCI to defer the repayment date by further two years, which is under consideration of IFCI, the contingent liability shown against Put Option of IFCI comprises of unpaid principal OCL amount of Rs. 100 Cr. and unpaid interest thereon of Rs. 37.54 Cr. as at March 31,2015 payable by GRNL.

2.30.2.2 Other Commitments

a) GTL Infrastructure Ltd (GIL) is an associate of the Company. The Company's equity shareholding in GIL, as at Balance Sheet date is 14.87% (14.99%). As a promoter of GIL, the Company has furnished following undertakings in respect of credit facilities of Rs. 2,004.45 Cr. (Rs. 2,004.45 Cr.) then sanctioned by various lending institutions for GIL's second phase project of setting up of telecom sites.

i) The Company along with Global Holding Corporation Private Limited (GHC), an associate, shall not reduce the shareholding in GIL below 26%. The Company shall retain the management control of GIL.

ii) The Company shall bring or arrange Equity/ Preference Capital as envisaged by Phase II lenders.

iii) In case of cost overrun or shortfall, the Company shall bring and / or arrange additional capital within a period of 90 days from written demand by Creditor's Agent either in form of equity or preference or subordinated loans.

iv) The Company shall ensure that GIL will not abandon the Project during the currency of Phase II loans.

v) The Company shall ensure that GIL is provided with requisite technical, financial and managerial expertise to perform / discharge its obligation under the project.

b) The Company's equity shareholding in European Projects and Aviation Limited (EPAL) [Formerly known as Global Projects and Aviation Private Limited (GPAL)] as at Balance Sheet date is 19% (19%). EPAL has been sanctioned working capital line of credit of Rs. 500 Cr. (Rs. 500 Cr.). The Company has furnished various undertakings for the above referred line of credit which inter-alia provide as under:

i) The Company, along with its associate Global Holding Corporation Private Limited (GHC), shall not reduce the shareholding in EPAL below 51%. The Company shall retain the management control of EPAL during the tenor of credit facilities.

ii) The Company, along with its associate GHC, shall ensure conversion of Redeemable Preference Shares issued by EPAL into equity shares or compulsorily convertible instrument or shall ensure that the same shall be redeemed out of infusion of fresh equity or compulsorily convertible instrument by the Sponsors.

iii) The Company shall contribute towards the shortfall in the funds required by EPAL to complete the projects as defined in terms and conditions of credit facilities.

c) Chennai Network Infrastructure Limited (CNIL) is an associate of the Company. The Company's equity shareholding as at March 31, 2015 is 25.79% (25.79%). As sponsors to CNIL, the Company along with its associates Global Holding Corporation Private Limited and GTL Infrastructure Limited have agreed to hold and maintain at least 26% and to further contribute in the form of equity in future, if required to meet needs of CNIL and to replenish Debt Service Account Letter of Credit (DSRA LC), in the event DSRA LC is invoked by the lenders.

d) The CDR lenders of the Company have right to re-compense in respect of relief extended and sacrifices made by them of Rs. 555.87 Cr. as per Master Restructuring Agreement (MRA). Such right is exercisable by CDR lenders based on criteria's/ conditions as detailed in MRA.

2.31 SEGMENT REPORTING

Reporting as per Accounting Standard 17 based on consolidated Financial Statements is forming part Consolidated Financial Statement.

2.32 RELATED PARTY DISCLOSURES A Related Parties

I Subsidiaries

a) International Global Tele Systems Ltd.

b) GTL International Ltd.

c) Ada Cellworks Wireless Engineering Pvt. Ltd.

II Fellow Subsidiaries (Subsidiaries of GTL International Ltd.)

a. GTL (Singapore) Pte Ltd.

b. GTL Saudi Arabia Company Limited.

c. GTL Overseas Middle East FZ LLC.

d. GTL Overseas Middle East JLT

e. GTL International Nigeria Limited.

f. Pt. GTL Indonesia Limited.

g. GTL Europe Limited.

h. GTL Network Services Malaysia Sdh Bhd.

i. IGTL Network Services Philippines Inc.

j. GTL China Corporation Ltd.

k. GTL Taiwan Co. Ltd.

l. GTL USA Inc.

m. GTL International Lanka (Private) Limited.

n. GTL International Bangladesh Pvt. Ltd.

o. GTL Kenya Limited.

p. GTL Tanzania Limited.

q. GTL Canada Inc.

r. GTL Nepal Limited.

s. IGTL Myanmar Limited

III Associates

a. GTL Infrastructure Limited

b. Global Rural Netco Pvt. Ltd.

c. Chennai Network Infrastructure Ltd.

d. Global Holding Corporation Private Limited

IV Key Managerial Personnel

a. Mr. Manoj Tirodkar, Chairman and Managing Director

b. Mr. Arun Prabhukhanolkar - WTD (upto December 16, 2014)

c. Mr. Sunil S. Valavalkar - WTD (w.e.f December 16, 2014)

d. Mr. Vidyadhar Apte, Company Secretary

e. Mr. Milind Bapat, Chief Financial Officer


Mar 31, 2014

1.1 CONTINGENT LIABILITIES & COMMITMENTS:

1.1.1 Contingent Liabilities

Rs. in Crores

As at As at Sr. Particulars March 31, March 31, No. 2014 2013

i Claims against the Company not acknowledged as debts* 189.56 278.54

ii Guarantees given by Banks on behalf of the Company 211.86 169.09

iii Performance Guarantees issued to banks on behalf of Subsidiaries / Associates and Affiliates 5.00 5.00

iv Corporate Guarantees given by the Company for loans taken by subsidiaries / others 594.79 580.77

v Disputed Sales tax liabilities for which appeals are pending (Amount deposited Rs. 0.57 Cr. (Rs. 3.12 Cr.) 10.28 9.08

vi Disputed Income tax liabilities for which appeals are pending (Amount deposited Rs. Nil (Rs. 0.40 Cr.) Nil 0.76

vii Premium on Redemption of 0.01% Non-Participative Optionally Convertible Cumulative Preference Share (Refer Note No. 2.28.2) Nil 25.93

viii Dividend on 0.01% Non-Participative Optionally Convertible Cumulative Preference Share 0.10 0.03

No cash out flow is expected in near future in respect of above items

*includes claim of Rs. 179.00 Cr. (Rs. 179.00 Cr.) of Global Holding Corporation Pvt. Ltd. an Associate.

2.1.1 During the year, as agreed by the Non-Participative Optionally Convertible Cumulative Preference Share (OCPS) holder, the original term providing Yield To Maturity of 8% by way of redemption premium has been repealed. In view of this, OCPS holder is now not entitled for redemption premium retrospectively from date of issue of OCPS.

2.2.2 Commitments

2.2.2.1 Estimated amount of contracts remaining to be executed

2.2.2.2 Other Commitments

a) GTL Infrastructure Ltd (GIL) is an associate of the Company. The Company''s equity shareholding in GIL, as at Balance Sheet date is 14.99% (7.38%). As a promoter of GIL, the Company has furnished following undertakings in respect of credit facilities of Rs. 2,829.00 Cr. (Rs. 2,829.00 Cr.) and Foreign Currency loan of US$ 175 Mn. (US$ 175 Mn.) then sanctioned by various lending institutions for GIL''s second phase project of setting up of telecom sites.

i) The Company along with Global Holding Corporation Private Limited (GHC) an associate shall not reduce the shareholding in GIL below 26%. The Company shall retain the management control of GIL.

ii) The Company shall bring or arrange Equity/ Preference Capital as envisaged by Phase II lenders.

iii) In case of cost overrun or shortfall, the Company shall bring and / or arrange additional capital within a period of 90 days from written demand by Creditor''s Agent either in form of Equity or preference or subordinated loans.

iv) The Company shall ensure that GIL will not abandon the Project during the currency of Phase II loans.

v) The Company shall ensure that GIL is provided with requisite technical, financial and managerial expertise to perform / discharge its obligation under the project.

b) The Company''s equity shareholding in European Projects and Aviation Limited (EPAL) (Formerly known as Global Projects and Aviation Private Limited (GPAL)) as at Balance Sheet date is 19% (19%). EPAL has been sanctioned Working capital line of credit of Rs. 500.00 Cr. (Rs. 500.00 Cr.). The Company has furnished various undertakings for the above referred line of credit which inter alia provide as under:

i) The Company along with its associate Global Holding Corporation Private Limited (GHC) shall not reduce the shareholding in EPAL below 51%. The Company shall retain the management control of EPAL during the tenor of credit facilities.

ii) The Company along with its associate GHC shall ensure conversion of Redeemable Preference Shares issued by EPAL in to Equity Shares or compulsorily convertible instrument or shall ensure that the same shall be redeemed out of infusion of fresh equity or compulsorily convertible instrument by the Sponsors.

iii) The Company shall contribute towards the shortfall in the funds required by EPAL to complete the projects as defined in terms and conditions of credit facilities.

c) Global Rural Netco Limited (GRNL) is an associate of the Company. The Company''s equity shareholding in GRNL as at March 31, 2014 is 42.86% (42.86%). GRNL had issued Fully Convertible Debentures of Rs. 250.00 Cr. to IFCI Limited on June 10, 2010. For securing the said loan, the Company and Global Holding Corporation Private Limited (GHC) had executed security documents inter-alia Indemnity Undertaking thereby agreeing to purchase the FCDs from IFCI in terms of the Subscription Agreement.

Subsequently, in terms of the settlement between GRNL and IFCI on August 03, 2012, GRNLs loan of Rs. 250.00 Cr. reduced to Optionally Convertible Loan of Rs. 100.00 Cr. and in case the loan has not been repaid / prepaid / converted into equity shares of GRNL on or before March 31, 2015, IFCI has Put option and the Company has to purchase the said loan from IFCI.

i. Upon failure of GRNL to repay the OCL on or prior to March 31, 2015, IFCI shall be entitled to, at any time thereafter, exercise the Put Option by a written notice ("Put Notice") to GTL and require GTL to purchase the OCL outstanding as of the date of exercise of the Put Option by IFCI.

ii. GTL shall, within a period of 30 (Thirty) Business days, subject to all requisite approvals and permissions, as may be required by GTL for such purchase, from the date of receipt of the Put Notice from IFCI, purchase Put Option OCL for such sum so as to provide IFCI a YTM of 13.50% on the Put Option OCL, calculated from April 1, 2012 up to the date of payment by GTL ("Put Option Purchase Price"). However, in case IFCI does not exercise Put option on or before April 30, 2015, then, subject to the provisions herein being followed, GTL shall purchase the Put Option OCL for such sum so as to provide IFCI a YTM of 13.50% on Put Option OCL from April 1, 2012 to March 31, 2015 only.

d) Chennai Network Infrastructure Limited (CNIL) is an associate of the Company. The Company''s equity shareholding as at March 31, 2014 is 25.79% (27.02%). As sponsors to CNIL, the Company along with its associates Global Holding Corporation Private Limited and GTL Infrastructure Limited have agreed to hold and maintain at least 26% and to further contribute in the form of equity in future, if required to meet needs of CNIL and to replenish Debt Service Account Letter of Credit (DSRA LC), in the event DSRA LC is invoked by the lenders.

e) The CDR lenders of the Company have right to re-compense in respect of relief extended and sacrifices made by them of Rs. 555.87 Cr. as per Master Restructuring Agreement (MRA). Such right is exercisable by CDR lenders based on criteria''s / conditions as details in MRA.

3.1 SEGMENT REPORTING

Reporting as per Accounting Standard 17 based on consolidated Financial Statements is forming part Consolidated Financial Statement.

4.0 RELATED PARTY DISCLOSURES A Related Parties

I Subsidiaries

a. International Global Tele Systems Ltd.

b. GTL International Ltd.

c. Ada Cellworks Wireless Engineering Pvt. Ltd.

II Fellow Subsidiaries (Subsidiaries of GTL International Ltd.)

a. GTL (Singapore) Pte Ltd.

b. GTL Saudi Arabia Company Limited.

c. GTL Overseas Middle East FZ LLC.

d. GTL International Nigeria Limited.

e. Pt. GTL Indonesia Limited.

f. GTL Europe Limited.

g. GTL Telecommunications Ireland Limited.

h. GTL Network Services Malaysia Sdn Bhd.

i. IGTL Network Services Philippines Inc.

j. GTL China Corporation Ltd.

k. GTL Taiwan Co. Ltd.

l. GTL USA Inc.

m. GTL International Lanka (Private) Limited.

n. GTL International Bangladesh Pvt. Ltd.

o. GTL Kenya Limited.

p. GTL Tanzania Limited.

q. GTL Canada Inc.

r. GTL Nepal Limited.

s. GTL Network Services SA Pty Limited.

III Associates

a. GTL Infrastructure Limited

b. Global Rural Netco Pvt. Ltd.

c. Chennai Network Infrastructure Ltd.

d. Global Holding Corporation Private Limited

IV Key Managerial Personnel

a. Mr. Manoj Tirodkar, Chairman and Managing Director

b. Mr. Sukanta Kumar Roy, Whole- time Director and COO (up to July 26, 2013)

c. Mr. Arun Prabhu Khanolkar, Whole- time Director (effective from August 1, 2013)

d. Mr. Vidyadhar Apte, Company Secretary

e. Mr. Milind Bapat, Chief Financial Officer

4.1 Operating Leases

The Company''s lease agreements are in respect of operating lease for office premises, guesthouse, warehouses, and vehicles. These lease arrangements are cancellable by either parties there to as per the terms and condition of the agreements. The lease rental recognized in the Statement of Profit and Loss during the year under the heading ''Rent'' in ''Other Expenses'' is Rs. 4.17 Cr. (Rs. 5.39 Cr.). The lease obligations due within next five-years are Rs. 14.87 Cr.. (Rs. 12.88 Cr.).

4.2.1 The conversion option available to holders of 0.01% Non-Participative Optionally Convertible Cumulative Preference Share (OCPS) has lapsed during the year. For the previous year the effect of shares arising on account of conversion option available is not considered in calculation of diluted EPS since the same is anti-dilutive.

5.1 FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS:

5.1.1 Derivative contracts entered into by the Company during the year is Nil and outstanding as at year end are Nil.

5.1.2 Foreign Currency exposures that are not hedged by the derivative instruments and forward contract as at March 31, 2014 for US$ Mn. (US$ 305.97 Mn.)

6.1 GOING CONCERN

The Company''s business activities comprises of two segments viz "Network Services" and "Power Management". During the last few years, the telecom industry has been adversely affected by the general economic slowdown, forcing the operators to substantially curtail capex on rollout of towers. This has an adverse impact on company''s revenue from Network Deployment, Operation and Energy Management and other Network services and consequentially operating margins and cash flow from this segment.

In Power sector, increase in energy cost by Genco''s without commensurate revision in energy price to consumers has adversely affected profitability of Power Management. Coupled with this Company''s inability to incur sufficient capex could not result in achieving desired efficiency and thereby further affecting operating margins and cash flow of said segment.

In view of the above, Company has incurred Cash losses which has resulted in substantial erosion of the Company''s net worth.

The Company is taking various measures such as cost optimisation, renegotiation of contracts with the customers, improving operating efficiency, capex to reduce distribution losses in Power distribution franchises so as to improve Company''s operating margins and cash flows. The management believes that these measures together with expected growth in Telecom sector and overall turnaround in economy will have positive impact on the Company''s business operations and will generate improved margins and cash flows. In view of above, the Company continues to prepare its financial statements on going concern basis, which contemplates realization of assets and settlement of liabilities in the normal course of business.

7.1 CONSOLIDATED FINANCIAL STATEMENT

Consolidated financial statements forming part of the accounts with the Auditors report thereon are attached herewith.

7.2 The Previous period figures, wherever necessary, have been regrouped/rearranged/recast to make them comparable with those of the current year.

7.3 Figures in brackets relate to the previous period unless otherwise stated.


Mar 31, 2013

1.1 OPERATING LEASES

The Company’s lease agreements are in respect of operating lease for office premises, guesthouse, warehouses and vehicles. These lease arrangements are cancellable by either parties there to as per the terms and condition of the agreements. The lease rental recognized in the Statement of Profit and Loss during the year under the heading ''Rent’ in ''Other Expenses’ is Rs. 5.39 Cr. (Rs. 3.10 Cr.). The lease obligations due within next five-years are Rs. 12.88 Cr. (Rs. 19.22 Cr.).

1.2 EMPLOYEE BENEFITS

1.2.1 Employee Stock Options

i) During the year the Company has not granted any stock options to the employees. Further, during the year the Company has closed all the Employee Stock Option Schemes consequent to cancellation of all outstanding options in the hands of the employees. Therefore, for the year ended, there are no outstanding options in the hands of employees.

1.2.2 Disclosure of Employee Benefits as per Accounting Standard 15 "Employee Benefit”:

1.3 CONTINGENT LIABILITIES & COMMITMENTS:

1.3.1 Contingent Liabilities

Rs. in Crores

April 12 - July 11 -

Sr. No. Particulars March 13 March 12 (12 Months) (9 Months)

i Claims against the Company not acknowledged as debts* 278.54 199.89

ii Guarantees given by Banks on behalf of the Company 169.09 128.54

iii Performance Guarantees issued to banks on behalf of Subsidiaries/Associates and Affiliates 5.00 145.28

iv Financial Guarantees given by the Company to Subsidiaries/Associates and Affiliates NIL 18.39

v Corporate Guarantees given by the Company for loans taken by subsidiaries / others 580.77 580.77

vi Bills Discounted (Net of Insurance cover) NIL NIL

vii Disputed Sales tax liabilities in respect of pending appeals. (Amount deposited Rs. 3.12 Cr. (Rs. 2.71 Cr.) 9.08 109.33 viii Disputed Income tax liabilities in respect of pending appeals (Amount deposited Rs. 0.40 Cr. (Rs. 0.03 Cr.) 0.76 0.03

ix Premium on Redemption of 0.01% Non-Participative Optionally Convertible Cumulative Preference Share (Refer Note No. 2.31.2) 25.93 NIL

x Dividend on 0.01% Non-Participative Optionally Convertible Cumulative Preference Share 0.03 NIL

No cash out flow is expected in near future in respect of items stated in 2.31.1 (i to ix)

*includes claim of Rs. 179 Cr. (Rs. 179 Cr.) of Global Holding Corporation Pvt. Ltd. an Associate.

1.3.2 The Preference shareholders of 0.01% Non-Participating Optionally Convertible Cumulative Preference Share have a right of conversion into Equity shares of the Company. The conversion right lapses on expiry of period of 18 months from the date of allotment. In case of redemption, the preference shareholders are entitled to redemption premium of 8% YTM. The right of conversion of preference shareholders is subsisting at the Balance sheet date. The contingent liability of Rs. 25.93 Cr. represents proportionate redemption premium for the period commencing from the date of allotment i.e. September 28, 2012 till March 31, 2013.

1.3.3 Commitments

i) Estimated amount of contracts remaining to be executed

ii) Other Commitments

a) GTL Infrastructure Ltd. (GIL) is an associate of the Company. The Company’s holding in GIL, as at Balance Sheet date is 7.38% (17.78%). As a promoter of GIL, the Company has furnished following undertakings in respect of credit facilities of Rs. 2,829 Cr. (Rs. 2,829 Cr.) and Foreign Currency loan of USD 175 million (USD 175 million) then sanctioned by various lending institutions for GIL’s second phase project of setting up of telecom sites.

i) The Company along with Global Holding Corporation Pvt. Ltd. (GHC) an associate shall not reduce the shareholding in GIL below 26%. The Company shall retain the management control of GIL.

ii) The Company shall bring or arrange Equity/ Preference Capital as envisaged by Phase II lenders.

iii) In case of cost overrun or shortfall, the Company shall bring and/or arrange additional capital within a period of 90 days from written demand by Creditor’s Agent either in form of Equity or preference or subordinated loans.

iv) The Company shall ensure that GIL will not abandon the Project during the currency of Phase II loans.

v) The Company shall ensure that GIL is provided with requisite technical, financial and managerial expertise to perform/ discharge its obligation under the project.

b) The Company’s holding in European Projects and Aviation Ltd. (EPAL) (Formerly known as Global Projects and Aviation Pvt. Ltd. (GPAL)) as at Balance Sheet date is 19% (19%). EPAL has been sanctioned Working capital line of credit of Rs. 500 Cr. (Rs. 500 Cr.). The Company has furnished various undertakings for the above referred line of credit which inter alia provide as under:

i) The Company along with its associate Global Holding Corporation Pvt. Ltd. (GHC) shall not reduce the shareholding in EPAL below 51%. The Company shall retain the management control of EPAL during the tenor of credit facilities.

ii) The Company along with its associate GHC shall ensure conversion of Redeemable Preference Shares issued by EPAL in to Equity Shares or compulsorily convertible instrument or shall ensure that the same shall be redeemed out of infusion of fresh equity or compulsorily convertible instrument by the Sponsors.

iii) The Company shall contribute towards the shortfall in the funds required by EPAL to complete the projects as defined in terms and conditions of credit facilities.

c) Global Rural Netco Ltd. (GRNL) is an associate of the Company. The Company’s holding as at March 31, 2013 is 42.86%. GRNL has issued fully Convertible Debentures (FCDs) of Rs. 250 Cr. (Rs. 250 Cr.). The Company has furnished following undertaking for the above referred issue of fully Convertible Debenture.

i) The Company along with its associate Global Holding Corporation Pvt. Ltd. (GHC) shall not reduce its shareholding in the total paid up equity capital of GRNL below 26% and retain the management control of GRNL till the sale of the FCDs and/or the conversion of FCDs by the Investor, whichever is later.

ii) The Company along with GHC shall purchase FCDs on Put option if exercised by the Investor as per the terms detailed in the letter of Intent.

d) Chennai Network Infrastructure Ltd. (CNIL) is an associate of the Company. The Company’s holding as at March 31, 2013 is 27.02%. As sponsors to CNIL, the Company along with its associates Global Holding Corporation Pvt. Ltd. and GTL Infrastructure Ltd. have agreed to hold and maintain at least 26% and to further contribute in the form of equity in future, if required to meet needs of CNIL and to replenish Debt Service Account Letter of Credit (DSRA LC), in the event DSRA LC is invoked by the lenders.

e) As at March 31, 2013 the Company has investment of US $ 5,000 in Alpha Impex International Ltd. (AIIL). In respect of the borrowing by AIIL, the Company has agreed for Put Option of US $ 35 mn equivalent to Rs. 190.33 Cr. in the event of default by AIIL.

1.4 RELATED PARTY DISCLOSURES A. Related Parties

I. Subsidiaries

a) International Global Tele-Systems Ltd.

b) GTL International Ltd.

c) Ada Cellworks Wireless Engineering Pvt. Ltd.

II. Fellow Subsidiaries (Subsidiaries of GTL International Ltd.)

a) GTL (Singapore) Pte. Ltd.

b) GTL Saudi Arabia Company Ltd.

c) GTL Overseas (Middle East) FZ LLC.

d) GTL International Nigeria Ltd.

e) Pt. GTL Indonesia

f) GTL Europe Ltd.

g) GTL Telecommunications Ireland Ltd.

h) GTL Network Services Malaysia Sdn Bhd. i) IGTL Network Services Philippines Inc. j) GTL China Corporation Ltd. k) GTL Taiwan Co. Ltd. l) GTL (USA) Inc.

m) GTL International Lanka (Pvt.) Ltd.

n) GTL International Bangladesh Pvt. Ltd.

o) GTL Kenya Ltd.

p) GTL Tanzania Ltd.

q) GTL (Canada) Inc.

r) GTL Nepal Pvt. Ltd.

s) GTL Network Services SA (Pty) Ltd.

III. Associates

a) GTL Infrastructure Ltd.

b) Global Rural Netco Ltd.

c) Chennai Network Infrastructure Ltd.

d) Global Holding Corporation Pvt. Ltd.

I V. Name of the Key Managerial Personnel

a) Mr. Manoj Tirodkar, Chairman and Managing Director

b) Mr. Charudatta Naik, Whole-time Director (upto September 12, 2012)

c) Mr. Sukanta Kumar Roy, Whole-time Director and COO

d) Mr. Milind Bapat, Sr. Vice President – Finance

1.5 FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS:

1.5.1 Derivative contracts entered into by the Company during the year is NIL and outstanding as at year end are NIL.

1.5.2 Foreign Currency exposures that are not hedged by the derivative instruments and forward contract as at March 31, 2013 for USD 305.97 mn (USD 303.41 mn)

1.6 SEGMENT REPORTING

Reporting as per Accounting Standard 17 based on consolidated Financial Statements is forming part Consolidated Financial Statement.

1.7 DETAILS OF ROUNDED OFF AMOUNTS

The financial statements are presented in Rs. in Cr.. Those items which are required to be disclosed and which were not presented in the financial statement due to rounding off to the nearest Rs. Crore are given as follows:

1.8 CONSOLIDATED FINANCIAL STATEMENT

Consolidated financial statements with the Auditors report thereon are attached herewith.

1.9 The Previous period figures, wherever necessary, have been regrouped/ rearranged/ recast to make them comparable with those of the current year.

1.10 Figures in brackets relate to the previous period unless otherwise stated.

1.11 Figures of current year for 12 months and hence are not comparable to previous period which was of 9 months.


Mar 31, 2012

1.1.1 Terms, Rights, Preferences and restrictions attached to equity shares:

The Company has only one class of equity shares having a face value of Rs. 10 per share. Each holder of equity share is entitled to one vote on show of hands and in case of poll, one vote per equity share. A member shall not have any right to vote whilst any call or other sum shall be due and payable to the Company in respect of any of the shares of such member. All equity shares of the Company rank pari passu in all respects including the right to dividend.

In the event of winding-up of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, if any, after distribution of all preferential amounts in proportion to the numbers of shares held at the time of commencement of winding-up. The shareholders have all other rights as available to Equity shareholders as per the provision of the Companies Act, 1956, read together with Memorandum of Association of the Company, as applicable.

1.1.2 Number of Shares reserved for issue and terms thereof:

i) The ESOS holders under the employee stock option schemes have the option to exercise / convert ESOS into 2,370,903 Equity Shares (previous period 2,482,362 Equity Shares).

ii) Compulsorily Convertible Debentures (CCDs) to be allotted pursuant to the Corporate Debt Restructuring package to the Lenders and Promoters.

On April 28, 2012 the Company allotted 1% coupon 18,784,046 Compulsorily Convertible Debentures (CCDs) of the face value of Rs. 100 each to CDR Lenders and 0% coupon 4,515,000 CCDs of the face value of Rs. 100 each to the Promoter aggregating Rs. 232.99 Crs. These CCDs would be converted into Equity Shares in terms of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2009.

*During the period ended shares pledged by Holding company in favour of ICICI Bank, were invoked, resulting reduction in stake by holding company to the extent of 29.30%. However, ICICI Bank has reinstated the revoked shares to the account of the holding company on May 8, 2012.

1.2.1 In view of Loss for the period ended March 31, 2012, Debenture Redemption Reserve is not created.

1.3.1 The Company's proposal for restructuring of its debts is sanctioned by the Corporate Debt Restructuring Empowered Group (CDR EG) vide sanction letter dated December 23, 2011 as per following terms and conditions:

i) Effective date for restructuring: July 1, 2011

ii) Under the scheme, debts are restructured as:

a) Term Loans which are repayable within ten years (by March 2021) and having moratorium of 21 months for repayment (till March 31, 2013). Term loans carry Interest at 11% p.a.

b) Continuing facilities comprising of Cash Credit, Letter of Credits, Purchase Bill Discounting and Guarantees.

c) Compulsorily Convertible Debentures (CCDs) carrying coupon rate at 1% p.a.

iii) The Company shall create security for securing restructured debt.

iv) Interest on Term Loan for the first 21 months (from July 1, 2011 to March 31, 2013) shall be converted into Funded Interest Term Loan (FITL) carrying interest at 2% p.a. Repayment of FITL shall start from April 1, 2014 in 16 structured quarterly installments.

v) The Company's liability to ICICI Bank of Rs. 650.00 Crs. shall shift to Chennai Network Infrastructure Limited (CNIL) and the Company's liability to CNIL shall be repayable from FY 2018 to FY 2024.

vi) Promoters shall bring in Rs. 83.38 Crs. as their contribution towards 0% CCDs. Out of the same Rs. 41.69 Crs. to be brought in by December 31, 2011 and balance by December 31, 2012.

1.3.2 Securities Offered

i) First pari passu charge over free-hold non-agricultural land admeasuring 296.50 Sq. Mtrs., known as Plot No. 37, part of Survey No. 36A, Mouje Pali, Sudhagad Taluka, Raigad District. First pari passu charge over the Company's movable assets, both tangible and intangible and the company's plant and machinery, tools and vehicles.

First pari passu charge over all rights, title, interest, benefit, claims and demands whatsoever of the Company, in, to, and/ or under the Project Documents, clearances and insurance contracts.

First pari passu charge over all bank accounts of the Company, including the Trust and Retention Accounts (and all sub- accounts thereof), Distribution Franchisee Business Accounts. First pari passu charge over all monies and amounts owing to or received by or receivable by the Company, whether now existing, or at any time existing.

ii) Pledge of all investments of the Company in Equity and Preference Shares or other securities in other companies.

iii) Mr. Manoj G. Tirodkar one of the promoters of the Company has extended a personal guarantee not exceeding Rs. 394.28 Crs.

iv) Mr. Manoj G. Tirodkar and Global Holding Corporation Private Limited promoters of the Company have executed sponsor support agreement to meet any shortfall or expected shortfall in the cash flows towards the debt servicing obligations of the Company.

v) Prior to the restructuring of its debts under CDR Mechanism, the Company created security in favour of Andhra Bank, Punjab National Bank, Union Bank of India, Vijaya Bank, IDBI Bank Limited, State Bank of Hyderabad, Bank of Baroda, UCO Bank, Indian Overseas Bank, Indian Bank, Canara Bank and Dena Bank for their respective credit facilities other than term loans, aggregating Rs. 1,572 Crs. In terms of CDR Documents inter-alia Master Restructuring Agreement, the earlier charges are not satisfied by the Company after creation of new security as stated in (a) above.

1.3.4 Rated Redeemable Unsecured Non-Convertible Debentures:

i) As at March 31, 2012 Interest of Rs. 105.33 Crs. relating to the period May 2, 2011 to February 3, 2012 on 'Rated Redeemable Unsecured Rupee Non-convertible Debentures (NCDs)' is overdue for payment.

The Company has received letter dt. April 4, 2012 from Standard Chartered Bank (Mauritius) Limited for restructuring of Rated Redeemable Unsecured Rupee Non-convertible Debentures (NCDs) proposing commencement of redemption from quarter ended June 30, 2013 and culminating on the quarter ended March 31, 2021 with moratorium on the payment of the Debenture Coupon for the period of 21 months from the cut -off date viz. July 01, 201. These Terms are under negotiation.

The Company has a Deferred Tax Asset of Rs. 9.28 Crs. as on March 31, 2012. In the absence of reasonable certainty of sufficient future taxable income against which Deferred Tax Asset can be realized, the same is not considered in accordance with AS 22 on Accounting for Taxes on Income issued by ICAI.

1.4.1 Disclosure in accordance with Section 22 of Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.

The information required to be disclosed under the Micro, Small, and Medium Enterprises Act, 2006, is furnished below. The same has been determined to the extent such parties have been identified on the basis of information available with the Company.

1.5.1 Current maturities of Term Loan from Bank - ECB loan

i) In terms of CDR LOA ECB exposure shall be restructured as per CDR approved terms for ECB Lenders. Accordingly, the Company is in negotiations with the lenders for restructuring of the said loan.

ii) External Commercial Borrowing (ECB) of USD 150 Mn. availed by the Company was due for repayment in August 2011. As at March 31, 2012 the ECB loan of Rs. 763.35 Crs. (USD 150 Mn.) along with interest of Rs. 11.48 Crs. relating to the period for December 12, 2011 to March 19, 2012 is overdue for payment.

1.5.2 In terms of CDR package and as stated in note no. 2.3.1 (v), the Company's liability of Rs. 650 Crs. to ICICI Bank has been shifted to Chennai Network Infrastructure Limited (CNIL). The said liability is transferred to Preference Share Application Money based on agreement between the Company and CNIL. The terms and conditions for allotment of Preference Shares are as under:

a) Optionally convertible Preference Shares

b) Coupon rate 0.01%

c) Number of shares proposed to be issued: 650,000,000 of the face value of Rs. 10/- each at par.

d) Period before which shares are to be allotted: on or before March 31, 2013 subject to completion of required formalities inter alia approvals, if any, required in the matter.

e) The Company does not have authorized capital of the class of Preference Shares to be issued.

1.5.3 As on March 31, 2012, part of the debts outstanding in respect of CDR lenders and CCD contribution received from promoters aggregating Rs. 271.29 Crs. has been disclosed as CCD application money pending allotment. Out of the said amount CCDs amounting to Rs. 232.99 Crs. have been allotted on April 28, 2012 as stated in note no. 2.1.2(ii)

1.5.4 Interest due as at March 31, 2012 on Cash Credit and Funded Interest Term Loan is Rs. 2.01 Crs. and Rs. 0.23 Crs. respectively. Interest of Rs. 2.21 Crs. is subsequently paid. Interest of Rs. 0.03 Crs. provided in the Current Account but not appropriated by certain banks against interest due.

Notes :

1. Gross block of building includes subscription towards share capital of co-operative societies amounting to Rs. 0.00 Crs. (Rs. 0.00 Crs.) and leased buildings amounting to Rs. 19.91 Crs. (Rs.19.91 Crs.).

2. Software included internally generated Assets Rs. 7.27 Crs. (Rs. 7.27 Crs.)

3. Impairment of Fixed Asset, in accordance with the Accounting Standard (AS 28) on "Impairment of Assets" the Management during the year carried out an exercise of identifying assets that many have been impaired in respect of each Cash Generating Unit. On the basis of this review carried out by the Management, there was no impairment loss on Fixed Assets during the period ended March 31, 2012.

1.6.1 Receivable on Account of Assignment

The Company has entered into "Agreement for Assignment of Receivable" with GTL Infrastructure Limited (GIL). In terms of the said agreement, GIL has assigned receivables from its customer with regard to Energy Management to the Company. Out of the assigned

Receivable during the period of Rs. NIL (Rs. 200.58 Crs.), outstanding amount of Rs. NIL (Rs. 4,247.95 Crs.) as at March 31, 2012 is shown under 'Other Current Assets".

1.6.2 In terms of the Non-Disposal Undertaking-cum-Escrow Agreement with POA, the Company, offered 27.37 Crs. shares of GTL Infrastructure Limited as security to IFCI Limited (IFCI) for their financial assistance of Rs. 250 Crs. to CNIL. IFCI had created pledge on these shares on July 13, 2011 and issued a No Dues Certificate to CNIL on July 22, 2011.

The Company has contested this appropriation and by an order dated August 29, 2011 of the Hon'ble Delhi High Court, IFCI was reverted to the position of a pledgee and continued to be a lender in CNIL. IFCI has challenged this order and presently the matter is sub-judice.

The Company has written down the value of these investments in its books and has made a claim on CNIL equal to the book value of its investments since IFCI has not returned the GIL shares to its pledge account.

1.7 REMITTANCE OF DIVIDEND IN FOREIGN EXCHANGE - NIL (NIL)

1.8 OPERATING LEASES

The Company's lease agreements are in respect of operating lease for office premises, guesthouse, warehouses, and vehicles. These lease arrangements are cancellable by either parties there to as per the terms and condition of the agreements. The lease rental recognized to the profit and loss account during the period ended are Rs. 3.10 Crs.(Rs. 15.65 Crs.).The lease obligations due within five-years are Rs. 19.22 Crs. (Rs. 23.27 Crs.).

1.9 EMPLOYEE STOCK OPTIONS

ESOP 2001: The Company has obtained approval of the shareholders at the 13th AGM held on July 30, 2001, for allocation of 1,500,000 warrants convertible into equal number of equity shares to employees of the Company and 1,000,000 warrants convertible into equal number of equity shares to employees of its subsidiaries (in the form of warrants under ESOP-2001) at an exercise price, at a discount up to 25% of the closing market price of the Company's shares on the National Stock Exchange of India Ltd. (NSE) on the previous trading day of the date of allotment of warrants.

In this Scheme, the Company had granted 2,159,800 warrants to its Employees and 72,550 warrants to employees of its subsidiaries. This includes 796,511 and 44,950 warrants respectively lapsed/cancelled till date due to resignation. The lapsed/cancelled warrants were added back to the kitty for reissuance to the eligible employees from time to time.

ESOP 2002:The Company obtained further approval of the shareholders at the 14th AGM held on July 25, 2002, for allocation of 3,000,000 warrants convertible into equal number of equity shares to employees of the Company and similarly 1,000,000 equity shares to employees of its subsidiaries (in the form of warrants under ESOP 2002) at an exercise price, at a discount up to 25% of the Average Price of the weekly high and low of the closing prices of the Company's shares on the NSE, for the preceding six months of the month in which the Warrants are allotted.

In this Scheme, the Company had granted 4,189,130 warrants to its Employees and 1,219,850 warrants to employees of its subsidiaries. This includes 1,229,376 and 345,980 warrants respectively lapsed/ cancelled till date due to resignation. The lapsed/cancelled warrants were added back to the kitty for reissuance to the eligible employees from time to time.

ESOP 2004: The Company obtained further approval of the shareholders at the 16th AGM held on September 16, 2004, for allocation of 3,000,000 warrants convertible into equal number of equity shares to employees of the Company and similarly 500,000 warrants convertible into equal number of equity shares to employees of its subsidiaries (in the form of warrants under ESOP 2004) at an exercise price, at a discount up to 25% of the Average Price of the weekly high and low of the closing prices of the Company's shares on the NSE, for the preceding six months of the month in which the Warrants are allotted. In this Scheme, the Company had granted

3,191,000 warrants to its Employees and 223,900 warrants to employees of its subsidiaries. This includes 595,879 and 30,750 warrants respectively lapsed/cancelled till date due to resignation. The lapsed/cancelled warrants were added back to the kitty for reissuance to the eligible employees from time to time.

ESOP 2005: The Company obtained further approval of the shareholders at the 17th AGM held on September 27, 2005, for allocation of 3,500,000 warrants convertible into equal number of equity shares to employees of the Company and similarly 300,000 warrants convertible into equal number of equity shares to employees of its subsidiaries (in the form of warrants under ESOP 2005) at an exercise price, at a discount up to 25% of the Average Price of the weekly high and low of the closing prices of the Company's shares on the NSE or BSE, as the case may be where the volume of shares traded is more, in the preceding six months of the month in which the Warrants are allotted.

In this Scheme, the Company had granted 316,500 warrants to its Employees. This includes 19,000 warrants lapsed/cancelled till date due to resignation. The lapsed/cancelled warrants were added back to the kitty for reissuance to the eligible employees from time to time.

ESOP 2008: The Company obtained further approval of the shareholders at the 20th AGM held on June 13, 2008, for allocation of 1,500,000 warrants convertible into equal number of equity shares to employees of the Company under this scheme (in the form of warrants under ESOP 2008) at an exercise price at a discount up to 25% of the Average Price of the weekly high and low of the closing prices for the preceding six months of the month in which the warrants are allotted or the closing market price on the previous trading day on which the warrants are allotted, whichever is lower, on the National Stock Exchange of India Limited or Bombay Stock Exchange Limited as the case may be where the volume of shares traded is more. In this ESOP 2008 Scheme, No grants have been issued to the Employees till date.

The vesting schedules for all the grants issued under the above Schemes were revised on July 22, 2009, whereby all options allotted to employees are vested after their initial lock-in period of 12 months from their respective dates of allotment.

1.10.4 Defined Benefit Plan

The employee's Gratuity Fund Scheme, which is defined benefit plan, is managed by Trust maintained with Life Insurance Corporation of India [LIC]. The present value of obligation is determined based on actuarial valuation using Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for compensated absences is recognized in same manner as gratuity.

The expected rate of increase in salary for actuarial valuation is based on consideration of inflation, seniority, promotion, attrition and other relevant factors including supply and demand in the employment market. The above information is as per the certificate obtained from Actuary.

1.11 Contingent Liabilities & Commitments:

1.11.1 Contingent Liabilities Rs. in Crores

As at As at

Particulars March 31, June 30, 2012 2011

i. Claims against the Company not 199.89 3.07 acknowledged as debts*

ii Guarantees given by Banks on behalf of 128.54 498.60 the Company

iii Performance Guarantees issued to banks 0.01 121.04 on behalf of Subsidiaries / Associates and

Affiliates

iv Financial Guarantees given by Company 18.39 225.00 to Subsidiaries / Associates and Affiliates

v Performance Guarantees given by NIL 5.00 Company to Third Party/ies

vi Disputed Sales tax liabilities in respect 109.33 115.18 of pending appeals. (Amount deposited

Rs. 2.71 Crs. (Rs. 1.82 Crs.)

vii Bill Discounted (Net of Margin and NIL 156.72 Insurance Cover)

viii Disputed Income tax liability in respect NIL 1.96 of pending case before the Appellate

Authorities. (Amount deposited Rs. NIL ( NIL)

No cash out flow is expected in near future in respect of items stated in 2.32

* Includes claim of Rs. 179 crores of Global Holding Corporation Pvt. Ltd.

ii) Other Commitments

a) GTL Infrastructure Ltd (GIL) is an associate of the Company. The Company's holding in GIL, as at Balance Sheet date is 17.78% (Previous period 36.22%). As a promoter of GIL, the Company has furnished following undertakings in respect of credit facilities of Rs. 2,829 Crs. and Foreign Currency loan of USD 175 million sanctioned by various lending institutions for GIL's second phase project of setting up telecom sites.

The Company along with Global Holding Corporation Private Limited (GHC) an associate shall not reduce the shareholding in GIL below 26% (Previous period 26%) The Company shall retain the management control of GIL.

The Company shall bring or arrange Equity/ Preference Capital as envisaged by Phase II lenders.

In case of cost overrun or shortfall, the Company shall bring and / or arrange additional capital within a period of 90 days from written demand by Creditor's Agent either in form of Equity or preference or subordinated loans.

The Company shall ensure that GIL will not abandon the Project during the currency of Phase II loans.

The Company shall ensure that GIL is provided with requisite technical, financial and managerial expertise to perform / discharge its obligation under the project.

b) The Company's holding in European Projects and Aviation Limited (EPAL) (Formerly known as Global Projects and Aviation Private Limited (GPAL)) as at Balance Sheet date is 19% (Previous period 19%). EPAL has been sanctioned Working capital line of credit of Rs. 500 Crs. The Company has furnished various undertakings for the above referred line of credit which inter alia provide as under:

The Company along with its holding company Global Holding Corporation Private Limited (GHC) shall not reduce the shareholding in EPAL below 51% (Previous period 51%). The Company shall retain the management control of EPAL during the tenor of credit facilities.

The Company along with its associate GHC shall ensure conversion of Redeemable Preference Shares issued by EPAL in to Equity Shares or compulsorily convertible instrument or shall ensure that the same shall be redeemed out of infusion of fresh equity or compulsorily convertible instrument by the Sponsors. (size of redeemable preference shares to be mentioned.)

The Company shall contribute towards the shortfall in the funds required by EPAL to complete the projects as defined in terms and conditions of credit facilities.

c) Global Rural Netco Limited (GRNL) is an associate of the Company and the company holds 42.86% (Previous period 42.86%) of its issued and paid up share capital. GRNL has issued fully Convertible Debentures of Rs. 250 Crs. The Company has furnished following undertaking for the above referred issue of fully Convertible Debenture.

The Company along with its associate Global Holding Corporation Private Limited (GHC) shall not reduce its shareholding in the total paid up equity capital of GRNL below 26% (Previous period 26%) and retain the management control of GRNL till the sale of the FCDs and / or the conversion of FCDs by the Investor, whichever is later; and.

The Company along with GHC shall purchase FCDs on Put option if exercised by the Investor as per the terms detailed in the letter of Intent.

d) Chennai Network Infrastructure Limited (CNIL) is an associate of the Company. The Company holds 30% (Previous period 30%) As sponsors to CNIL, the Company along with its associates Global Holding Corporation Private Limited and GTL Infrastructure Limited have agreed to hold and maintain at least 26% (Previous period 26%) of the total paid-up Equity Share Capital of CNIL and to further contribute in the form of equity in future, if required to meet needs of CNIL and to replenish Debt Service Account Letter of Credit (DSRA LC), in the event DSRA LC is invoked by the lenders.

e) The Company has investment of US$ 5,000 in Alpha Impex International Limited (AITL). In respect of the borrowing by AITL, the Company has agreed for Put Option of US$ 35 Mn. (equivalent to Rs. 156.97 Crs.) in the event of default by AITL.

i) Disclosure of information as required by clause 32 of listing agreement

a) The Company has not given any Loans or advances in the nature of Loans to Subsidiaries and Associates. Advance to subsidiaries and Associates outstanding as at March 31, 2012 are Rs. 211.66 Crs. (Rs. 11.57 Crs.) (Maximum Balance Rs. 211.66 Crs. (Rs. 11.57 Crs.) and Rs. 4.01 Crs. (Rs. 3.11 Crs.) (Maximum Balance outstanding during the period was Rs. 124.01 Crs. (Rs. 3.11 Crs.) respectively.

b) None of the Subsidiaries to whom advances are given per se, have investment in the shares of the company.

ii) Key Managerial Personnel

Particulars of remuneration and other benefits paid to key management personnel during the period end March 31, 2012 is set out below:

Name of the key managerial personnel

a) Mr. Manoj Tirodkar, Chairman and Managing Director (Mr. Manoj Tirodkar is re-designated as Chairman and Managing Director with effect from August 18, 2011)

b) Mr. Charudatta Naik, Whole-time Director

c) Mr. Sukanta Kumar Roy, Whole-time Director and COO

1.12 During the financial year 2010-11, income tax authorities had conducted proceedings u/s 132 of the Income-tax Act. As management was of the opinion that there will be no material tax liability on account of these proceedings, no provision for tax was made in the accounts for the period ended June 30, 2011.

In the Current Financial year, the authorities have initiated proceedings u/s 153A of the Income Tax Act, 1961 for the Assessment years 2005 - 06 to 2010 - 11. Considering the certain interpretational issues on claims preferred for those years, provision for tax of Rs. 16.59 Crs. has been made for those years.

1.13 The Balances of Sundry Debtors and Sundry Creditors are subject to reconciliation and confirmation. Appropriate adjustment if necessary will be considered in the year of reconciliation.

1.14 In respect of Goods purchased and supplied under agency arrangements commission of Rs. NIL (previous period Rs. 21.35 Crs.) if recognized as income. During the period, as per the contractual agreed terms under this arrangement, the company has discharged its liability of principal for the goods procured through supplier's bill facility. The receivable from the principal for the same as at the period end are Rs. NIL (previous period Rs. 447.55 Crs). These receivables and the liability for acceptances referred above are presented net in the financial statements.

1.15 SEGMENT REPORTING

Reporting as per Accounting Standard 17 based on consolidated Financial Statements is forming part Consolidated Financial Statement.

1.16 DETAILS OF ROUNDED OFF AMOUNTS

The financial statements are presented in Rs. in Crores Those items which are required to be disclosed and which were not presented in the financial statement due to rounding off to the nearest Rs. Crores are given as follows:

1.17 CONSOLIDATED FINANCIAL STATEMENT

Consolidated financial statements forming part of the accounts with the Auditors report thereon are attached herewith.

1.18 The Previous period figures, wherever necessary, have been regrouped/rearranged/recast to make them comparable with those of the current period.

1.19 Figures in brackets relate to the previous period unless otherwise stated.

1.20 Figures of current period are for 9 months and hence are not comparable to previous period which is of 15 months.


Mar 31, 2010

1. SECURITIES CREATED

The Company avails fund-based facilities like sale bill discounting and non-fund based facilities like Letters of Credit, Bank Guarantees and Dealer Finance in the course of its operations. The aggregate of such sanctioned facilities as on March 31, 2010 is Rs. 225,400.00 Lacs (Rs.214,031.00 Lacs).Out of these facilities ,Rs.45,500 lacs (Rs.59,350 lacs) are unsecured facilities and Rs 177,900 lacs ( Rs.154,681 lacs) are secured facilities. The details of secured facilities are as under:

i) Facilities of Rs. 22,200 Lacs (Rs. 23,950 lacs) are secured on a pari passu basis against the movable and immovable fixed assets & hypothecation of goods specifically procured.

ii) Facilities of Rs.129,500.00 Lacs (Rs. 101,371 lacs) are secured on hypothecation of goods specifically procured under the non- fund based facilities

iii) Facilities of Rs. 28,200.00 Lacs (Rs. 29,360.00 Lacs) are partly secured by Cash Margin in the form of pledge of Term deposits. Bank Deposits of Rs.28,443.76 lacs (Rs. 29,527.51 lacs) are pledged towards margin money for Letter of Credit Facilities & Bank Guarantees.

2. CAPITAL COMMITMENTS, CONTINGENT LIABILITIES AND PROVISIONS FOR UNASCERTAINED EXPENSES.

Rs. In Lacs

As at As at Particulars March 31, March 31, 2010 2009

a. Capital Commitments

Estimated amount of contracts remaining 5,779.63 3,635.93 to be executed on capital account not provided for (net of advances) (cash out flow is expected on execution of such contracts on progressive basis.)

b. Contingent Liabilities Not Provided for

i) Claims against the Company not 167.69 26.20 acknowledge as debts ii) Guarantees given by Banks on behalf 50,451.74 17,783.79 of the Company iii) Performance Guarantees issued 37,929.74 38,613.92 to banks on behalf of Subsidiaries/ Associates & Affiliates iv) Financial Guarantees given by 21,000.00 18,500.00 Company to Subsidiaries/Associates & Affiliates v) Performance Guarantees given by 500.00 598.12 Company to Third Party/ies

3. a) GTL Infrastructure Ltd (GIL) is an associate of the Company. The Companys holding in GIL, as at Balance Sheet date is 31.30%. As a promoter of GIL, the Company has furnished following undertaking in respect of credit facilities Rs. 2,82,900 Lacs and Foreign Currency loan of USD 175 million sacntioned by various lending institutions for GILs second phase project of setting up telecom sites.

i. The Company along with Global Holding Corporation Private Limited (GHC) an associate, shall not reduce its shareholding in GIL below 26% and shall retain the management control of GIL.

ii. The Company shall bring or arrange Equity/ Preference Capital as envisaged by Phase II lenders.

iii. In case of cost overrun or shortfall, the Company shall bring and/ or arrange additional capital within a period of 90 days from written demand by Creditors Agent either in form of Equity or preference or subordinated loans.

iv. The Company shall not abandon the Project during the currency ofPhase-ll loans.

v. The Company shall ensure that GIL is provided with requisite technical, financial and managerial expertise to perform/discharge its obligation under the project.

b) The Company is holding in Global Projects & Aviation Private Limited (GPAL) as at Balance Sheet date is 19%. GPAL has been sanctioned Working Capital line of credit of Rs.50,000 Lacs. The Company has furnished various undertakings for the above referred line of credit which interalia provide as under:

i. he Company along with its associate Global Holding Corporation Private Limited (GHC) shall not reduce the shareholding in the GPAL below 51 % (fifty one percent) The Company shall retain the management control of GPAL during the tenor of credit facilities.

ii. The Company along with its associate GHC shall ensure conversion of Redeemable Preference Shares issued by GPAL in to Equity Shares or compulsorily convertible instrument or shall ensure that the same shall be redeemed out of infusion of fresh equity or compulsorily convertible instrument by the promoters of GPAL.

iii. The Company shall Contribute towards the shortfall in the funds required by GPAL to complete the projects as defined in terms and conditions of credit facilities.

c) Global Rural Netco Limited (GRNL) is an associate of the Company and holds 42.86% Equity Capital of GRNL as at Balance Sheet date. GRNL has issued fully Convertible Debentures of Rs.25,000 Lacs. The Company has furnished following undertaking for the above referred issue of fully Convertible Debenture.

i. The Company along with its associate Global Holding Corporation Private Limited (GHC) shall not reduce the shareholding in the total paidup equity capital of GRNL below 26% (twenty six percent) and retain the management control of GRNL till the sale of the FCDs and/or the conversion of FCDs by the Investor, whichever is later; and

ii. The Company along with GHC shall purchase FCDs on Put option if exercised by the Investor as per the terms detailed in the letter sof Intent.

d) Chennai Network Infrastructure Limited (CNIL) is an associate of the Company. The Company holds 33.60% Equity Capital of CNIL as at Balance Sheet date. As sponsors to CNIL, the Company along with its associates Global Holding Corporation Private Limited and GTL Infrastructure Limited have agreed to hold and maintain at least 26% (Twenty Six percent) of the total paid-up Equity Share Capital of CNIL and to further contribute in the form of equity in future, if required to meet needs of CNIL and to replenish Debt Service Account Letter of Credit (DSRA LC), in the event DSRA LC is invoked by the lenders.

4. EMPLOYEE STOCK OPTIONS

a. ESOP 2001

The Company obtained approval of the shareholders at the 13th AGM held on July 30, 2001, for allocation of 1,500,000 warrants convertible into equal number of equity shares to employees of the Company and 1,000,000 warrants convertible into equal number of equity shares to employees of its subsidiaries (in the form of warrants under ESOP- 2001) at an exercise price, at a discount upto 25% of the closing market price of the Companys shares on the National Stock Exchange of India Ltd. (NSE) on the previous trading day of the date of allotment of warrants. The vesting schedule from the date of allotment under this grant is as under: 15% after 12 months 15% after 18 months 15% after 24 months 15% after 30 months 15% after 36 months 15% after 42 months 10% after 48 months In this ESOP 2001 Scheme, the Company had granted 2,159,800 warrants to its Employees and 72,550 warrants to employees of its subsidiaries. This includes 793,611 and 44,950 warrants respectively lapsed/cancelled till date due to resignation. The lapsed/cancelled warrants were added back to the kitty for reissuance to the eligible employees from time to time.

b. ESOP 2002

The Company obtained further approval of the shareholders at the 14th AGM held on July 25, 2002, for allocation of 3,000,000 warrants convertible into equal number of equity shares to employees of the Company and similarly 1,000,000 equity shares to employees of its subsidiaries (in the form of warrants under ESOP 2002) at an exercise price, at a discount up to 25% of the Average Price of the weekly high and low of the closing prices of the Companys shares on the NSE, for the preceding six months of the month in which the Warrants are allotted.

In this ESOP 2002 Scheme, the Company had granted 4,189,130 warrants to its Employees and 1,219,850 warrants to employees of its subsidiaries. This includes 1,220,939 and 342,130 warrants respectively lapsed/cancelled till date due to resignation. The lapsed/ cancelled warrants were added back to the kitty for reissuance to the eligible employees from time to time.

c. ESOP 2004

The Company obtained further approval of the shareholders at the 16th AGM held on September 16,2004, for allocation of 3,000,000 warrants convertible into equal number of equity shares to employees of the Company and similarly 500,000 warrants convertible into equal number of equity shares to employees of its subsidiaries (in the form of warrants under ESOP 2004) at an exercise price, at a discount up to 25% of the Average Price of the weekly high and low of the closing prices of the Companys shares on the NSE, for the preceding six months of the month in which the Warrants are allotted.

In this ESOP 2004 Scheme, the Company had granted 3,191,000 warrants to its Employees and 223,900 warrants to employees of its subsidiaries. This includes 500,570 and 29,750 warrants respectively lapsed/cancelled till date due to resignation. The lapsed/cancelled warrants were added back to the kitty for reissuance to the eligible employees from time to time.

d. ESOP 2005

The Company obtained further approval of the shareholders at the 17th AGM held on September 27,2005, for allocation of 3,500,000 warrants convertible into equal number of equity shares to employees of the Company and similarly 300,000 warrants convertible into equal number of equity shares to employees of its subsidiaries (in the form of warrants under ESOP 2005) at an exercise price, at a discount up to 25% of the Average Price of the weekly high and low of the closing prices of the Companys shares on the NSE or BSE, as the case may be where the volume of shares traded is more, in the preceding six months of the month in which the Warrants are allotted.

In this ESOP 2005 Scheme, the Company had granted 316,500 warrants to its Employees This includes 4,000 warrants lapsed/cancelled till date due to resignation. The lapsed/cancelled warrants were added back to the kitty for reissuance to the eligible employees from time to time.

e. ESOP 2008

The Company obtained further approval of the shareholders at the 20th AGM held on June 13, 2008, for allocation of 1,500,000 warrants convertible into equal number of equity shares to employees of the Company under this scheme(in the form of warrants under ESOP 2008) at an exercise price at a discount up to 25% of the Average Price of the weekly high and low of the closing prices for the preceding six months of the month in which the warrants are allotted or the closing market price on the previous trading day on which the warrants are allotted, whichever is lower, on the National Stock Exchange of India Limited or Bombay Stock Exchange Limited as the case may be where the volume of shares traded is more. In this ESOP 2008 Scheme, No grants have been issued to the Employees till date.

In order to give impetus of improved Stock market conditions to the employees and pursuant to the powers vested on the Board of Directors by the Shareholder, the Board in its meeting held on July 22,2009 decided to permit eligible employees to vest their options after the initial lock-in-period of 12 months g. The Company applies intrinsic-value based method of accounting for determining Employee Compensation Expense for its ESOS. Had the Employee Compensation Expense been determined using the fair value approach, the Companys net profit and basic and diluted earnings per share as reported would have reduced to the proforma amounts as indicated below:-

Defined Benefit Plan

The employees Gratuity Fund Scheme, which is defined benefit plan, is managed by Trust maintained with Life Insurance Corporation of India [LIC]. The present value of obligation is determined based on actuarial valuation using Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for compensated absences is recognized in same manner as gratuity.

5. Additional information pursuant to the provisions of paragraph 3 (ii) (d) of Part II of the Schedule VI to the Companies Act, 1956: -

The Company is in the business of providing Network Services involving Network Planning & Designing, Network Deployment, Operation and Maintenance, Professional Services and Energy Management. In view of the composite nature of business activities, the company has not furnished the quantitative information as required under paragraph 3 (ii) (d) of Part II of Schedule VI.

Name of the key managerial personnel

a Mr. Manoj Tirodkar, Chairman and Managing Director b Mr. Charudatta Naik, Whole-time Director

6. OPERATING LEASES

The Company lease agreements are in respect of operating lease for office premises, guesthouse, warehouses and vehicles. These lease agreements provide for cancellation by either parties there to as per the terms and condition of the agreements. The lease rental recognized to the profit & loss account during the year Rs.1,134.98 lacs (Rs.842.14 lacs). The lease agreements obligations due within five-years Rs.1,814.41 lacs (Rs.1, 048.38 lacs).

7. In respect of Goods procured and supplied under agency arrangements, commission of Rs.2,598.38 Lacs (Previous Year Rs.1,927.98 lacs) is recognized as Income. During the year under these arrangements and as per the contractually agreed terms, the company by issuing acceptances has utilized its Non-fund based credit facilities of Rs.62,484.95 lacs (Previous Year Rs.55,130.45 lacs) for discharging the liability of principal for the goods procured. The receivables from the principal for the same as at the year-end are Rs.40,149.45 lacs (Rs.55,130.45 lacs). These receivables and the liability for acceptances as referred above are presented net in the Financial Statements.

8. The Companys associate Chennai Network Infrastructure Limited (CNIL) has agreed to purchase tower business of Aircel Limited and its subsidiaries (Aircel). In terms of sponsorship agreement in this regard, during the year the Company has paid Equity Share Application money Rs.106,778.60 lacs to CNIL and the said amount is shown under Loan & Advances.

9. The Company has entered into Agreement for Assignment of Receivable" with GTL Infrastructure Limited (GIL).In terms of the said agreement, GIL has assigned receivables from its customer with regards to Energy Management to GTL. Out of the assigned Receivable during the year of Rs.10,579.14 lacs (Previous Year Rs. NIL), outstanding amount of Rs.4,312.01 lacs (Previous Year Rs. NIL) as at March 31, 2010 is shown under Other Current Assets"

10. IMPAIRMENT OF ASSETS

In Accordance with the Accounting Standard (AS-28) on "Impairment of Assets" the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash-generating unit. On the basis of this review carried out by the management, there was no impairment loss on fixed assets during the period ended March 31, 2010.

11. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financials statements forming part of the accounts with the Auditors report thereon are attached herewith.

12. SEGMENT REPORTING

Segment Reporting as per Accounting Standard 17 based on consoli- dated Financial Statements is forming part of Consolidated Financial Statement.

13. The Previous years figures, wherever necessary, have been regrouped/re- arranged/recast to make them comparable with those of the current year.

 
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