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Directors Report of GTL Ltd.

Mar 31, 2018

The Directors submit Thirtieth Annual Report together with the Audited Accounts for the year ended March 31, 2018.

1. STATE OF THE COMPANYâS AFFAIRS FINANCIAL HIGHLIGHTS

(Rs. in Crore)

Particulars	FY 2017-18		FY 2016-17
Particulars	Consolidated	Standalone	Consolidated	Standalone
Total Income	1,005.38	1,005.38	1,254.62	1,254.62
Profit / (Loss) before Depreciation, Interest and Financial Charges (Net), Exceptional items and Tax (PBDIT)	(63.97)	(79.67)	67.06	(40.65)
Profit / (Loss) before Depreciation, Exceptional items and Tax (PBDT)	(82.50)	(98.20)	(480.06)	(587.77)
Less: Depreciation	17.49	17.49	47.42	47.42
Profit / (Loss) before Tax, Exceptional items and extraordinary items	(99.99)	(115.69)	(527.48)	(635.19)
Exceptional items	(727.79)	(2,512.34)	Nil	Nil
Less: Provision for Taxation (incl. Short Provision for	0.37	0.37	5.32	5.33
Income Tax and Deferred Tax)	0.37	0.37	5.32	5.33
Profit / (Loss) after Tax (PAT) before Extra-ordinary and Prior Period items	(827.41)	(2,627.66)	(522.16)	(629.86)
Add / (Less): Extra-ordinary items	Nil	Nil	Nil	Nil
Add: Minority Interest	Nil	N.A.	Nil	N.A.
Add: Share of Profit / (Loss) in Associates	425.77	N.A.	(281.34)	N.A.
Loss for the year from Continuing Operations	(401.64)	(2,627.66)	(803.50)	(629.86)
Loss for the year from discontinued operations	(52.83)	Nil	(190.39)	Nil
Other Comprehensive Income for the year	0.36	0.37	(0.49)	(0.44)
Total Comprehensive Income for the period (net of Tax)	(454.11)	(2,627.29)	(994.38)	(630.30)
Add: Balance brought forward from the last year	(7,892.53)	(5,571.77)	(6,898.15)	(4,941.47)
Profit / (Loss) available for Appropriation	(8,346.64)	(8,199.06)	(7,892.53)	(5,571.77)
Appropriations:
Recommended Equity dividend	Nil	Nil	Nil	Nil
Dividend Distribution Tax	N.A.	N.A.	N.A.	N.A.
Amount transferred to
- General Reserve	Nil	Nil	Nil	Nil
- Debenture Redemption Reserve	Nil	Nil	Nil	Nil
Balance Carried Forward	(8,346.64)	(8,199.06)	(7,892.53)	(5,571.77)

2. RESULTS OF OPERATIONS

The financial highlights of the Company on a standalone basis for the financial year under review are as follows:

- Total Income is Rs.1,005.38 Crore as against Rs.1,254.62 Crore for the previous financial year.

- Profit / (Loss) (before Depreciation, Interest and Financial Charges (Net), Exceptional Items and Tax) (PBDIT) is Rs. (79.67) Crore as against profit / (loss) of Rs. (40.65) Crore for the previous financial year.

- Profit / (Loss) (before Depreciation, Exceptional Items and Tax (PBDT) is Rs. (98.20) Crore as against profit / (loss) of Rs. (587.77) Crore for the previous financial year.

- Profit / (Loss) after Tax (PAT) before extra-ordinary and prior period items is Rs. (2,627.66) Crore as against Rs. (629.86) Crore for previous financial year.

3. CORPORATE DEBT RESTRUCTURING (CDR)

Post CDR Developments

The Company got admitted into CDR w.e.f. July 1, 2011 on account of the adverse circumstances surrounding the telecom & power sectors (which impacted its business and profitability) and since then has been reporting inter aliathrough the Annual Reports on the following:

- impact of post CDR developments like cancellation of 122 Nos. of 2G licenses by the Supreme Court, Cancellation of 20,000 tenancies by Aircel Group, Suspension of fixed line expansion by BSNL, cancellation of MSEDCL Contract in November 2014 etc;

- regular payments made to lenders till May 2014;

- the proactive efforts of the Company to settle the lenders dues by means of an OTS plan submitted to the lenders in September 2014 by monetization of its assets / business divisions / investments;

- the in principle approval of the lenders to the OTS plan for the monetization proposal given on December 4, 2015, based on the valuation report dated July 17, 2015;

- the execution of business transfer agreement for its OME business with a potential buyer on September 30, 2015 and obtaining of approval of Competition Commission of India for the same for giving effect to the above monetization proposal;

- the intimation to the lenders on January 6, 2017, about the inability of the potential buyer to go ahead with OME business deal, on account of inordinate delay of requisite approvals;

- various external audits carried out by the lenders such as special audit, concurrent audit, due diligence, business valuation exercise, stock audit, forensic audit etc. some of which have delayed the settlement process;

- the conclusion arrived at by the lenders on March 18, 2017 that there were no conclusive evidence of diversion of funds and hence the lenders could close the forensic audit and expedite the process of approval of settlement (based on the findings of the forensic audit report, clarifications received from the Company and further clarifications given by the Auditors);

- non provision of interest from FY 2017-18 based on the settlement proposal agreed as above.

Developments during FY 2017-18

Since reporting of the developments in the last Annual Report for FY 2016-17, the Telecom Industry has witnessed the following unprecedented events:

- Intense competition, unsustainable level of debts and incurring of loss by almost all telecom operators leading to merger / exit of telecom companies;

- Vodafone India Ltd. & Idea Cellular Ltd. - merger announced on March 20, 2017 - at the advanced stage of completion;

- Bharti Airtel Ltd. & Telenor Communications Pvt. Ltd. - merger approved by NCLT in March 2018;

- Reliance Communications Ltd. & Sistema Shyam Teleservices Ltd. - merger completed by October, 2017

- Tata Groupâs decision to withdraw from the wireless space and consequent Bharti Airtel Ltd. & Tata Teleservices Ltd. merger - announced on October 12, 2017;

- Reliance Communications Ltd.âs decision to withdraw from the wireless space and consequent acquisition of its certain assets by Reliance Jio Infocomm Ltd. - announced on November 4, 2017;

- Aircel Ltd., Aircel Cellular Ltd. & Dishnet Wireless Ltd. (collectively Aircel Group) decision to file for voluntary insolvency on March 1, 2018.

Impact of the developments on the Company

- Aircel Group and GTL Infrastructure Ltd. (GIL) are the major direct customers of the Company;

- Aircel Group was the single largest client of the Company (contributing more than 50% of revenue).

- On January 2, 2018, Aircel Group gave notices for 1,994 tenancy exits / energy switch-off;

- On March 1, 2018, Aircel Group filed for bankruptcy before NCLT, which got admitted, leading to total loss of business;

- Tata Teleservices Ltd. has not transferred the contracted tenancies to Bharti Airtel Ltd., leading to exit of 2,556 tenancies;

- Significant loss of tenancies for GIL on account of the above consolidation / exits and its indication to the Company about a possible reduction from 51,587 tenancies (as of December 2017) to 26,639 tenancies (projected as of March 2018)

The exit of Tata Teleservices Ltd. & Aircel Group and the significant scaling down of operations by GIL, would have a considerable negative impact on the business of the Company, thereby jeopardizing the long term continuity and stability of its revenues, which has adversely impacted the EBITDA.

The Company performed an impairment test based on current expectation of the impact of the bankruptcy on projected cash flows of the Company related to Aircel Projects. As a result, an impairment of Rs.727.79 Crore has been taken.

The impact of the developments on GIL will also have consequential impact on the value of the Companyâs investments in GIL.

Furthermore, GTL and GIL have claims against Aircel and other telecom operators for non-payment.

Current Status

The Reserve Bank of India (RBI) has recently issued the circular dated February 12, 2018 âResolution of Stressed Assets -Revised Frameworkâ which, inter alia, withdrew the CDR and all other restructuring schemes. An analysis of the Revised Resolution Framework indicates that all restructuring proposals, including any one time settlement would need to be undertaken under the Revised Resolution Framework, failing which the RBI has directed all accounts in which default exists to be referred to the National Company Law Tribunal (NCLT) under the Insolvency and Bankruptcy Code, 2016.

On account of the above extraneous circumstances, the Company has submitted a fresh OTS proposal vide its letters dated April 4, 2018 and April 23, 2018 to the lenders, based on a realistic scenario and is awaiting the decision of the lenders.

At the same time, as the delays in approving the Companyâs various OTS proposals have depleted the valuation of the Company that has restricted its ability for settling its dues and undertaking any fresh business activity; the individual banks instead of responding on the settlement proposal, have started issuing notices for recall of their respective loans and related securities and the ECB lenders have also filed cases against the Company, keeping in mind the deadline of end August 2018 for finding a solution under the Revised Resolution Framework of RBI, the Board of Directors of the Company has thought it appropriate for taking an enabling resolution as mentioned in Item No 5 of the Notice of the ensuing Annual General Meeting (AGM) for implementing an appropriate resolution plan as per applicable regulations.

Going Concern

In last few years, the Company has incurred cash losses, resulting in erosion of its entire net worth. The Companyâs current liabilities are higher than its current assets. Both the winding up petitions have been disposed of based on consent terms filed. The management is of the view that upon acceptance and implementation of the Companyâs revised negotiated settlement proposal, it would be in a position to meet its liabilities and continue its operations. In view of the above, the Company continues to prepare its financial statements on Going Concern basis.

Accordingly, the management continues to follow-up with the lenders to consider the revised negotiated settlement proposal in order to stabilize its business operations.

Investments

During the financial year under review, the merger of Chennai Network Infrastructure Ltd. (CNIL) with GTL Infrastructure Ltd. (GIL), was operational on December 22, 2017, accordingly the investment in CNIL is added to the investment in GIL.

The developments in the telecom industry particularly of Aircel Group as stated above, has substantially impacted the projected cash flow of the Companyâs associate GIL and accordingly the Company has recognized impairment provision of Rs.1,784.55 Crore in respect of its investment in GIL.

In respect of certain disinvestment, the Company has entered into agreements for sale which is subject to final approval of lenders of the Company and the investee companies and other necessary regulatory approvals. Pending completion of these transactions, the said Non-Current investments in the investee companies are treated as âAssets Held for Saleâ in terms of AS 105.

Restoration of Promoterâs Shareholding

Pursuant to wrongful invocation of pledge of the shares of the Company held by Global Holding Corporation Private Ltd (GHC), one of the Promoters of the Company, by one of its lenders in FY 2016-17, the Promotersâ shareholding in the Company had come down by 13.99%. GHC had filed appropriate legal defense and as per the direction of the Debt Recovery Tribunal, GHCâs shareholding in the Company has been restored on May 11, 2018. Resultantly, GHCâs shareholding in the Company has gone up by 13.99% and restored to the earlier position and the same remains encumbered.

4. CHALLENGES OF THE TELECOM SECTOR

The below extract of the message of Chairman of Cellular Operators Association of India (COAI) published in its Annual Report for FY 2017-18, summarises the uphill challenges faced by the industry.

âThe industry is in the midst of one of the toughest phases since the privatization of the telecom sector and it will require the collective will and efforts of all stakeholders to solve the challenges and safeguard Indiaâs digital future.â

He terms the year gone by as âA Challenging Year for the Industryâ and further states, â2017 was a year of rapid change, transformation and consolidation for the industry. An unfortunate price war has led to below cost and suppressed pricing. During this period, almost all telecom operators incurred heavy losses and collective revenue declined significantly - AGR declined from INR 1.40 trillion to an estimated (E) INR 1.16 trillion from FY 2017 to FY 2018. The financial woes of the industry were further aggravated by the steep reduction in domestic and international termination charges. The industry faces an uphill task of servicing a total debt of INR 7.7 trillion, which is close to 7 times the total revenue of the industry. This debt servicing challenge would continue even if profits and revenues are to increase in the short term. This problem is best exemplified by the fact that the current total profits of the industry are insufficient to cover the interest on the debt (0.4 interest coverage ratio in Q3 FY 2018).â

Further, the average Return on Capital Employed of the industry is around 1% which means that investors in telecom have not witnessed returns on their investments and their appetite to invest further may be significantly diminished. Hence, it is not surprising that the sector is finding it nearly impossible to raise funds from domestic lenders.â

5. DIVIDEND

Since your Company has posted losses, your Directors express their inability to recommend any dividend on the paid up Equity and Preference Share Capital of the Company for the financial year ended March 31, 2018.

6. SHARE CAPITAL AND NON CONVERTIBLE DEBENTURES (NCDs)

i) Equity:

There is no change in Equity Capital due to allotment of shares or otherwise during the year under review. As such, Equity Capital of the Company at the beginning of the year and at the year end stood at 157,296,781 Equity shares.

As reported in the last yearâs Directorsâ Report, the Company has only one class of equity shares. Thus, the details required to be furnished for equity shares with differential rights and / or sweat equity shares and / or ESOS under the Companies (Share Capital and Debentures) Rules, 2014 are not furnished.

ii) Preference:

There is no change in status of preference shares, as reported in the last yearâs Directorsâ Report.

iii) NCDs:

During the FY 2009-10, the Company had privately placed 14,000 Rated Redeemable Unsecured Rupee NCDs of the face value of Rs.10 Lakh each aggregating Rs.1,400 Crore, which were listed under debt segment of BSE Limited. In view of pending restructuring of NCDs due to inter-creditor issues and non-completion of documentation, currently, the same are suspended for trading.

In the meanwhile, in the winding up petition filed by the NCD Holder, both the parties filed consent terms dated March 19, 2018 before the Honâble Bombay High Court on March 19, 2018, which was noted in the courtâs order of even date.

7. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The term of Mr. Manoj G. Tirodkar as the Chairman & Managing Director expired on August 17, 2018. Further, Mr. Manoj Tirodkar retires by rotation and he proposes Dr. Mahesh Murlidhar Borase to be appointed as his nominee on the Board to fill-up the vacancy so created, as detailed in the Explanatory Statement annexed to the Notice convening the 30th AGM.

Since the term of appointment of Mr. Sunil S. Valavalkar as a Whole-time Director expired on December 15, 2017, the Board of Directors, subject to the approval of members, re-appointed Mr. Sunil S. Valavalkar as a Whole-time Director w.e.f. December 16, 2017 for a period of 3 years by passing a resolution by circulation on December 14, 2017 and the same was noted and ratified by the Board of Directors in its meeting held on February 6, 2018.

Further, since the term of appointment of Mrs. Siddhi M. Thakur expired on March 31, 2018, subject to the approval of members, the Board of Directors by passing a resolution by circulation on March 28, 2018 re-appointed Mrs. Siddhi M. Thakur as an Independent Director w.e.f. April 1, 2018 for a period of five years, which was noted and ratified by the Board of Directors in its meeting held on May 3, 2018.

The Company has incorporated appropriate resolutions for re-appointments of Mr. Sunil S. Valavalkar as a Whole-time Director from December 16, 2017 to December 15, 2020 and Mrs. Siddhi M. Thakur as an Independent Director from April 1, 2018 to March 31, 2023 as detailed in the notice convening ensuing Annual General Meeting and Explanatory Statement annexed thereto for consideration of members.

The background of the Directors proposed for appointment / re-appointments are given in the Corporate Governance Report, which forms part of this Report.

Mr. Vijay M. Vij, who was associated with the Company as Non-Executive / Independent Director w.e.f. July 3, 2008, vide his letter dated May 3, 2018 had tendered his resignation in view of his personal and professional commitments. The Board places on record its deep appreciation and respect for the valuable advice and guidance received from Mr. Vijay Vij during his tenure as a Director of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 (the Act), as on March 31, 2018 Mr. Manoj G. Tirodkar -Chairman & Managing Director, Mr. Sunil S. Valavalkar - Whole-time Director, Mr. Milind V. Bapat - Chief Financial Officer and Mr. Vidyadhar A. Apte - Company Secretary are the Key Managerial Personnel of the Company.

9. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given below:

i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Directors	Ratio to median remuneration
Mr. Manoj G. Tirodkar	8.57
Mr. Sunil S. Valavalkar	2.50
Non-executive Directors (Sitting Fees only) *	Ratio to median remuneration
Mr. Vijay M. Vij	N.A.
Mr. D. S. Gunasingh	N.A.
Mr. Navin J. Kripalani	N.A.
Mrs. Siddhi M. Thakur	N.A.
Mr. Badri Srinivasa Rao	N.A.

*Since Non-executive Directors received no remuneration except sitting fees for attending Board/ Committee meetings, the required details are not applicable.

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Manoj G. Tirodkar - Chairman & Managing Director	No change
Mr. Sunil S. Valavalkar - Whole-time Director	No change
Mr. Vijay M. Vij	N.A.
Mr. D. S. Gunasingh	N.A.
Mr. Navin J. Kripalani	N.A.
Mrs. Siddhi M. Thakur	N.A.
Mr. Badri Srinivasa Rao	N.A.
Mr. Milind V. Bapat - Chief Financial Officer	No change
Mr. Vidyadhar A. Apte - Company Secretary	No change

iii) The percentage increase in the median remuneration of employees in the financial year: 2%

iv) The number of permanent employees on the rolls of Company: 363

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase in salaries of employees is 0.2% and there is no change in managerial remuneration during the year.

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per remuneration policy of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, in respect of the year ended March 31, 2018, confirm that:

i) i n the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they had prepared the annual accounts on a going concern basis;

v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have furnished a declaration to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act.

12. POLICY ON DIRECTORSâ APPOINTMENT & REMUNERATION ETC.

The Company has put in place appropriate policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act, which is provided in the Policy Dossier that has been uploaded on the Companyâs website www.gtllimited.com. Further, salient features of the Companyâs Policy on Directorsâ remuneration have been disclosed in the Corporate Governance Report, which forms part of this Report.

13. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and corporate governance requirements as prescribed by the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

The performance of the Board and its Committees were evaluated by the Board after seeking inputs from the Board / Committee members on the basis of the criteria such as composition of the Board / Committees and structure, effectiveness of Board / Committee processes, providing of information and functioning etc. The Board and Nomination & Remuneration Committee also reviewed the performance of individual Directors on the basis of criteria such as attendance in Board / Committee meetings, contribution in the meetings like preparedness on issues to be discussed etc.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to consideration views of executive and non-executive Directors.

14. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report (MD&A Report) for the year under review, as stipulated under Regulation 34 read with Schedule V to the Listing Regulations, is presented in a separate section forming part of the Annual Report.

15. CORPORATE GOVERNANCE & VIGIL MECHANISM

A separate Corporate Governance Report on compliance with Corporate Governance requirements as required under Regulation 34(3) read with Schedule V to the Listing Regulations forms part of this Report. The same has been reviewed and certified by M/s GDA & Associates, Chartered Accountants, the Auditors of the Company and Compliance Certificate in respect thereof is given in Annexure A to this Report.

The Company has formulated a Whistle Blower Policy, details of which are furnished in the Corporate Governance Report, thereby establishing a vigil mechanism for directors and permanent employees for reporting genuine concerns, if any.

16. RISKS

A separate section on risks and their management is provided in the MD&A Report forming part of the Annual Report. The Audit Committee monitors the risk management plan and ensures its effectiveness. It is important for shareowners and investors to be aware of the risks that are inherent in the Companyâs businesses. The major risks faced by your Company have been outlined in this section to allow stakeholders and prospective investors to take an independent view. We strongly urge stakeholders / investors to read and analyze these risks before investing in the Company.

17. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and other details are furnished in Annexure B of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For CSR initiatives undertaken by Global Foundation, please refer to MD&A Report under the caption âCorporate Social Responsibilityâ. The CSR Policy is available on the Companyâs website www.gtllimited.com.

18. AUDIT COMMITTEE

The details in respect of composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

19. AUDITORS AND AUDITORSâ REPORT

Auditors:

M/s GDA & Associates (FRN: 135780W), Chartered Accountants, Pune were appointed as Auditors at the Twenty Ninth (29th) Annual General Meeting (AGM) to hold office from conclusion of the said meeting till the conclusion of the Thirty Fourth (34th) AGM. The Company has received the necessary certificate from the Auditors pursuant to Sections 139 and 141 of the Act regarding their eligibility. In pursuance of the provisions of Section 139 of the Act, as amended, since the requirement for ratification of appointment of an Auditor at every annual general meeting has been dispensed with vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, New Delhi, the Company has not incorporated such resolution in the matter in the Notice convening the 30th AGM.

Cost Auditors:

in terms of the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, since the Companyâs business (telecom networking services) is not included in the list of industries to which these rules are applicable, the Company is not required to maintain cost records.

Auditorsâ Report

As regards the Auditorsâ qualified opinion and emphasis of matters, the Board has furnished required details / explanations in Note Nos. 31.1 and 45 of Notes to Standalone financial statements respectively.

Secretarial Auditorsâ Report

The Secretarial Auditorsâ Report does not contain any qualifications, reservations, disclaimers or adverse remarks and the same is given in Annexure C (Form No. MR-3) forming part of this report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements as under:

No loans are given by the Company to any person / entity except to its employees as at March 31, 2018.

As at March 31, 2018, the Company has given Corporate / Performance Guarantees to Subsidiaries / others of Rs.167.16 Crore as against Rs.191.78 Crore in the previous year (Refer Note No. 38c of notes to financial statements)

The Company has given Corporate guarantees in its normal course of business in India and abroad.

The guarantees are normally given:

- for performance of their business obligations; and

- to enable them to avail financial assistance.

Details of investments made by the Company are given in Note No. 6 of notes to the Standalone financial statements.

21. PARTICULARS OF RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website www.gtllimited. com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The particulars as required under the Companies Act, 2013 are furnished in Annexure D (Form No. AOC-2) to this report.

22. MATERIAL CHANGES AND COMMITMENTS

Save and except as discussed in this Annual Report, no material changes have occurred and no commitments were given by the Company thereby affecting its financial position between the end of the financial year to which these financial statements relate and the date of this report.

23. SUBSIDIARIES

For the reasons stated in the previous yearâs Annual Reports, except some of the subsidiaries, whose operations are viable, the operations of other subsidiaries have been scaled down or closed down.

As reported under heading âInvestmentsâ, pending completion of transactions, the Non Current investment in some of the investee companies are treated as âAssets Held for Sale âin terms of Ind-AS 105.

As required by the Companies (Accounts) Rules, 2014, a report on performance and financial position of each of the subsidiaries and associate companies included in the Consolidated Financial Statement, is presented in Annexure E (Form No. AOC-1).

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

[Steps taken / actions initiated by the Company for and on behalf of its customerâs viz. telecom operators, telecom tower companies and Original Equipment Manufacturers (OEMs)]

a) Conservation of Energy:

i. the steps taken or impact on conservation of energy:

- Optimization of Energy cycles across circles through Energy Audits and constant monitoring facilitated effective cash flow management and energy conservation.

- With timely rectification of electricity related faults and upkeep of EB infrastructure, organization has maintained the âDiesel Freeâ status (as defined by TAIPA) on 6,468 telecom sites.

- Development of Energy Management processes for effective cost controlling and optimization of monthly diesel planning and management approval process.

- Projects / PoC under trial implementation for Electricity conservation:

- Conducting verification of âSanction Electricity Loadâ (by SEB) Vs âActual Consumption Loadâ. With optimization of the âSanction Loadâ in lieu with consumption requirement, there will be substantial saving in electricity cost

- Replacement of CTPT meters on telecom sites (Flat rate charges) with Prodigy meter (Charges based on actual consumption),this will be resulting in cost saving

- Resizing of the existing cabling infra to reduce voltage drop, resulted into reduction in outage penalty

- Projects/ PoC under trial implementation for Diesel Conservation:

- Infra upgrade initiative for reduction in diesel consumption.

- Installation of âFuel Active Filterâ in DG, making normal fuel filters secondary. The device will be tested for reduction in replacement frequency of primary and secondary fuel filters. Also, whether it Improves fuel quality for inlet to FIP- (Sedimentation of impurities due to gravity)

- Installation of âMobile Tank Cleaning (MTC) Unit, which will help in remove water, sediment and sludge that naturally form and accumulate in tanks. Testing will be conducted for the effective cleaning of fuel tank and to check the result whether it results in improvement of DG running efficiency.

ii. the steps taken by the Company for utilizing alternate sources of energy:

- Installation of Deep Discharge and Quick Recharge Storage (QRS) batteries on various telecom sites for carbon emission reduction.

iii. the capital investment on energy conservation equipment:

Not Applicable

b) Technology Absorption:

i. the efforts made towards technology absorption: Due to lack of availability of Capex, this program could not be continued.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable.

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. the details of technology imported:

b. the year of import:

c. whether the technology been fully absorbed: Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: )

iv. the expenditure incurred on Research and Development:

a. Capital: Rs. Nil

b. Recurring: Rs. Nil

c) Foreign exchange earnings and Outgo:

During the year under review, the Company earned in terms of actual inflows foreign exchange of Rs. Nil and the foreign exchange outgo in terms of actual outflows / expenditure is Rs.2.18 Crore.

25. INTERNAL FINANCIAL CONTROL SYSTEM

The details in respect of adequacy of internal financial control with reference to the financial statements are included in the MD&A Report, which forms part of the Annual Report.

26. HUMAN RESOURCES

Our associate base stood at 2,978 as on March 31, 2018 as against 5,042 as on March 31, 2017. For full details/disclosures refer to the Human Resources write up in the MD&A Report, which forms part of the Annual Report.

27. EXTRACT OF ANNUAL RETURN AS ON MARCH 31, 2018

The required details are furnished in Annexure F (Form No. MGT-9) to this report.

28. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2017-18

5 (Five) meetings of the Board were held during the year, details of which are furnished in the Corporate Governance Report that forms part of this Report.

29. PROMOTER GROUP

The Company is a part of Global Group of Companies, promoted by Mr. Manoj G. Tirodkar. The promoter group holding in the Company currently is 44.23% of the Companyâs paid-up Equity Capital. The members may note that the Promoter Group, inter-alia comprises of Mr. Manoj. G. Tirodkar and Global Holding Corporation Pvt. Ltd.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with sub-rules 2 & 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, names and other particulars of the top ten employees in terms of remuneration drawn and the name of every employee who is in receipt of such remuneration stipulated in said Rules are required to be set out in a statement to this report. Further, the Report and the Financial Statement are being sent to the shareholders excluding the aforesaid statement. In term of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said statement is related to any Director of the Company.

31. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolution(s) incorporated in the Notice and the Explanatory Statement relating thereto, if any, fully indicate the reasons for seeking the approval of members to those proposals. Membersâ attention is drawn to these items and Explanatory Statement annexed to the Notice.

32. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and cooperation extended by the clients, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support.

On behalf of the Board of Directors,

Place : Mumbai D. S. Gunasingh Sunil S. Valavalkar

Date : August 23, 2018 Director Whole-time Director

Mar 31, 2016

The ectors submit Twenty Eighth Annual Report together with the Audited Accounts for the year ended March 31, 2016.

1. STATE OF THE COMPANYâS AFFAIRS:

FINANCIAL HIGHLIGHTS

(Rs, in Crore)

	FY 2015-16		FY 2014-15
Particulars	Consolidated	Standalone	Consolidated	Standalone
Total Income	1,826.74	1,282.87	2,586.59	2,151.34
Profit / (Loss) before Depreciation, Interest and Financial Charges (Net), Exceptional items and Tax (PBDIT)	(297.40)	(9.74)	(274.67)	(54.12)
Profit / (Loss) before Depreciation, Exceptional and Tax (PBDT)	(879.20)	(541.91)	(795.46)	(522.36)
Less: Depreciation	103.10	98.50	139.99	126.22
Profit / (Loss) before Tax, exceptional item and extraordinary items	(982.30)	(640.41)	(935.45)	(648.58)
Exceptional items	(1,901.34)	(1,967.03)	(152.71)	(152.71)
Less: Provision for Taxation (incl. Short Provision for Income Tax and Deferred Tax)	31.85	Nil	15.47	Nil
Profit / (Loss) after Tax (PAT) before Extra-ordinary and Prior Period items	(2,915.49)	(2,607.44)	(1,103.63)	(801.29)
Add / (Less): Extra-ordinary item	Nil	Nil	Nil	Nil
Add: Minority Interest	0.06	N.A.	0.55	N.A.
Add: Share of Profits in Associates	(17.63)	N.A.	(11.81)	N.A.
Add: Balance brought forward from the last year	(2,058.28)	(1,939.52)	(943.39)	(1,138.23)
Profit / (Loss) available for Appropriation	(4,991.34)	(4,546.96)	(2,058.28)	(1,939.52)
Appropriations:
Recommended Equity dividend	Nil	Nil	Nil	Nil
Dividend Distribution Tax	N.A.	N.A.	N.A.	N.A.
Amount transferred to
- General Reserve	Nil	Nil	Nil	Nil
- Debenture Redemption Reserve	Nil	Nil	Nil	Nil
Balance Carried Forward	(4,991.34)	(4,546.96)	(2,058.28)	(1,939.52)

2. RESULTS OF OPERATIONS

The financial highlights of the Company on a standalone basis for the financial year under review are as follows:

- Total Income is Rs, 1,282.87 Crore as againstRs, 2,151.34 Crore for the previous financial year.

- Operating Profit/(Loss) (before Depreciation, Interest and Financial Charges (Net) and Tax) (PBDIT) is Rs, (9.74) Crore as against Rs, (54.12) Crore for the previous financial year.

- Profit/(Loss) after Tax (PAT) is Rs, (2,607.44) Crore as againstRs, (801.29) Crore for previous financial year.

3. CORPORATE DEBT RESTRUCTURING (CDR)

Performance

- Paid Rs, 1,183 Croreto secured and unsecured lenders without any new borrowings;

- Paid Rs, 494.23 Crore to the Government towards various taxes including VAT, Service Tax etc.;

- Issued equity shares to CDR Lenders for value ofRs, 189 Crore;

- Realized current assets to the extent ofRs, 1,863 Crore;

- Cash flows administered and monitored through the Trust and Retention Account (TRA); and

- Complied with other CDR requirements such as infusion of Promoterâs contribution, monthly concurrent audits, creation of security in favour of secured lenders, etc.

Post CDR Developments

The revival of the Company post CDR got affected on account of adverse developments in the Telecom and Power

Sectors as under:

Telecom

- Cancellation of 122-2G licenses by Supreme Court of India (SC) in February 2012: The SC in a rare judgement jn February 2012 cancelled 122-2G telecom licenses of operators like Uninor, Videocon, Etisalat, IDEA, Tata etc;

- Slower 3G and BWA growth since auctions: Barely 3-4% of the 3G and BWA revenue/subscriber targets achieved against an investment ofRs, 1.20 Lac Crore invested by Operators towards license fees for 3G & BWA;

- Freeze on fresh debt and equity: Anxiety and negative sentiments towards the sector due to financial stress, contentious tax claims and criminal investigations of promoters and banks related to previous spectrum allocations etc. led to complete freeze of fresh capital outlays towards the sector.

Aircel Groupâs suspension of 20,000 tenancy commitments

Based on Aircel Groups commitment of 20,000 additional tenancies to the Companyâs Associate Tower companies(Tower Co.) in FY 2010, as a turnkey service provider of Tower Co., the Company envisaged Revenue opportunity of Rs, 17,170 Crore over 5 years, as summarized and stated in the Notice of postal ballot dated January 14, 2010 to shareholders and as detailed below:

(Rs, in Crore)

Services Offering	2010-11	2011-12	2012-13	2013-14	2014-15	Total
Network Deployment	1,250	1,250	1,250	1,250	1,250	6,250
Network Maintenance	486	594	702	810	918	3,510
Energy Management	540	660	780	900	1,020	3,900
Active Infrastructure Management	486	594	702	810	918	3,510
Total Business Opportunity	2,762	3,098	3,434	3,770	4,106	17,170

However, due to the sluggish telecom environment, slower than anticipated 3G growth, government enquiries into the 2G scam and its negative impact on financials, the Aircel Group had to curtail its expansion plans and also close down operations in non-viable telecom circles. Resultantly, Aircel Group cancelled / terminated major portion of its additional tenancy commitment to the Tower Co. in July 2013 leading to significant loss to the Company in revenue and EBITDA.

BSNL suspension of contract of 93 million fixed lines

Bharat Sanchar Nigam Ltd. (BSNL) invited sealed tenders from Eligible Bidders, on âRupee Payment basisâ for planning, engineering, supply, installation, testing & commissioning of GSM / UMTS based cellular mobile network along with supply, installation, testing & commissioning of infrastructure for network of capacity for 93 million lines. This expansion was meant to be rolled out in three phases. The tenders were floated zone-wise with the North, West and South zones having 25 million lines each and the East Zone having 18 million lines.

a. In 2010, GTL had bid and won a contract from BSNL, being L2 and L3, out of the contract of 93 million fixed lines.

b. However, the government after much deliberation and delay, based on the recommendations of CVC asked BSNL to cancel the contract that led to an estimated loss of Revenue of Rs, 3,000 Crore to the Company spreading over the next three financial years.

The investments and advances made towards procurement for implementation of the Aircel and BSNL contracts led to disputes / cancellation of the contracts and attendant consequences; and the mobilization efforts for material and manpower also became a wasteful exercise.

Power

- Debt woes of DISCOMS: High indebtedness of the power generation and distribution companies has forced them to restructure their debts ofRs, 1.5 -1.7 Lac Crore;

- Delay in power tariff hikes: Tariff hikes which are inevitable for financial sustainability and growth of the sector are delayed due to the regulatory and political interventions;

- Slash in power tariffs by 20% in Maharashtra;

- Higher T&D losses than disclosed by regulatory authority; and

- Refusal of lenders to offer SBLC despite approval in CDR package.

Cancellation of MSEDCL Contract

With initial discussions starting in 2009, the contract was finally signed in May 2011. The two main factors for growth and profitability of the DF Business as factored in CDR were capex investment of Rs, 192 Crore to reduce AT and C losses and issuance of SBLC to MSEDCL.

However, the Power Distribution Franchise Contract was terminated on November 17, 2014 due to the factors beyond the management control. Apart from the operation and contractual issues for such termination, other major issues was also non-provisioning of SBLC by certain lenders despite such limits being approved under the CDR package.

Consequently, the CompanyRs,s annual revenue was reduced by Rs, 1,200 Crore per annum, and impacting the Companyâs projected business. The Company is pursuing its various contractual claims with MSEDCL such as claims including but not limited to wheeling charges, unauthorized use of feeders by MSEDCL, Capex Claims etc.

As it can be seen from the above, the issues governing the telecom and power sector had a negative impact on the performance of the Company. The Company lost a substantial portion of its revenue and EBITA on account of the issues beyond the management control affecting its business, pertinently the business anticipated out of Aircel and BSNL rollouts and MSECDL DF business.

Current Status

While the above developments affected the revenue and profitability of the Company, the inter-creditorsâ issues led to filing of winding up petition by the NCD Holder and issue of notice / obtaining of order from a Court by the ECB lenders, all of which made it difficult for the Company to continue servicing its debts. To address these challenges, the Company is in discussion with the lenders to monetize its investments, core / non-core assets and business for negotiated settlement of debts, which has been agreed in principle by all the lenders.

Going Concern

In the last few years, the Company has incurred cash losses, resulting in erosion of its entire net-worth. The Companyâs current liabilities are higher than its current assets as a consequence of accumulated interest and write-offs.

The legal proceedings initiated by some of the lenders of the Company including winding up petition filed are currently sub-judice and no orders have been passed in this respect.

The Company has made a proposal for a negotiated settlement of debts to all lenders by sale of its core / non-core assets, which has been agreed in principle by all the lenders.

Pending the implementation of the Companyâs proposal for negotiated settlement of debts, the Company continues to recognize its loan liabilities to CDR lenders as per the repayment terms specified in CDR package.

The management is of the view that once the Companyâs proposal for negotiated settlement of its debts, which is now agreed in-principle and when implemented, the doubt on the Companyâs inability to repay and meet its debt

/ liabilities would cease to exist and it will be in a position to continue with the business operations and generate adequate cash flows.

Accordingly, the financial statements / results have been prepared on the basis that the Company is a going concern and no adjustments are required in the carrying value of its assets and liabilities.

Investments

The Company has investments in Associates, GTL Infrastructure Ltd. (GIL) and Chennai Network Infrastructure Ltd. (CNIL). Both, GIL and CNIL have been admitted into CDR. The CDR package provides various financial restraints on these associates for transferring funds to the Company. Based on the legal opinions sought by the Company, such restrains faced by GIL and CNIL constitute severe long term restrictions, significantly impairing their ability to transfer any funds to the Company as envisaged in Para 7(b) of Accounting Standard-23 (AS-23) and therefore, the Company has accounted investment in these associates as per AS-13.

The Companyâs share in Associate, Global Rural Netco Limited is accounted based on unâaudited financial statements for the year ended March 31, 2016.

4. RECENT DEVELOPMENTS AT MACRO & MICRO ECONOMIC LEVELS Key Indicators:

- The number of wireless subscribers in India increased from 969.89 million at the end of Mar-15 to 1,026.66 million at the end of Feb-16.

- The urban subscription increased from 555.71 million at the end of Mar-15 to 587.55 million at the end of Feb-16.

- The rural subscription increased from 414.18 million at the end of Mar-15 to 439.11 million at the end of Feb-16.

- The monthly growth rates of urban and rural subscription were 0.79% and 0.94% respectively during the month of Feb-16.

- The overall Tele-density in India increased from 77.27 at the end of Mar-15 to 80.91 at the end of Feb-16.

- The share of urban subscribers and rural subscribers at the end of Feb-16 was 57.23% and 42.77% respectively. Telecom Market Growth Drivers:

- Unique subscriber Penetration is still low, giving scope to further widening of telecom infrastructure.

- The move to 3G is accelerating, helped by network sharing.

- The 4G era commences.

- Data Traffic increasing day by day putting pressure on existing network.

- Internet of Things will further increase need of sound infrastructure.

- Digital India Initiative likely to benefit Telecom Sector.

- Margin erosion and spectrum costs are likely to stimulate market consolidation.

5. DIVIDEND:

Since your Company has posted losses and is currently under Corporate Debt Restructuring Mechanism, your Directors express their inability to recommend any dividend on the paid up Equity and Preference Share Capital of the Company for the financial year ended March 31, 2016.

6. SHARE CAPITAL AND NON CONVERTIBLE DEBENTURES (NCDs):

i) Equity:

The movement of Equity Capital due to allotment of shares, if any, is as under:

Particulars	No. of Equity Shares
Equity Capital as on April 1, 2015	157,296,781
Add: Allotment of equity shares during the year	Nil
Equity Capital as on March 31, 2016	157,296,781

The Company has only one class of equity shares and it has not issued equity shares with differential rights or sweat equity shares. Also, the Company has cancelled all its outstanding Employee Stock Option Schemes (ESOS) in FY 2012-13. Thus, the details required to be furnished for equity shares with differential rights and / or sweat equity shares and / or ESOS as required under the Companies (Share Capital and Debentures) Rules, 2014 are not furnished.

ii) Preference:

During the FY 2012-13, the Company had issued and allotted 65,00,00,000 Non Participating Optionally Convertible Cumulative Preference Shares of the face value of '' 10/- each aggregating Rs, 650 Crore. The Preference shareholder had option for conversion into equity shares at any time after six months but before eighteen months from the date of allotment viz. September 28, 2012, on the terms and conditions as detailed in Note No. 2.1.4. of Notes to Accounts. However, the Preference shareholder did not exercise its right for conversion of these preference shares into equity within the stipulated time period and resultantly, there will not be any impact on the Companyâs equity capital.

iii) NCDs:

During the FY 2009-10, the Company had privately placed 14,000 Rated Redeemable Unsecured Rupee NCDs of the face value of Rs,10 Lakh each aggregating Rs, 1,400 Crore, which were listed under debt segment of BSE Limited. In view of pending restructuring of NCDs due to non-completion of documentation, currently, the same are suspended for trading.

7. FIXED DEPOSITS:

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Manoj G. Tirodkar - Chairman & Managing Director retires by rotation and being eligible, offers himself for reappointment.

The background of the Director proposed for reappointment is given in the Corporate Governance Report, which forms part of this Report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, currently, Mr. Manoj G. Tirodkar - Chairman & Managing Director, Mr. Sunil S. Valavalkar-Whole-time Director, Mr. Vidyadhar A. Apte-Company Secretary and Mr. Milind V. Bapat - Chief Financial Officer are the key managerial personnel of the Company.

9. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Directors	Ratio to median remuneration
Mr. Manoj G. Tirodkar	9.35
Mr. Sunil S. Valavalkar	3.1
Non-executive Directors (Sitting Fees only) *	Ratio to median remuneration
Mr. VijayM.Vij	N.A.
Mr. D. S. Gunasingh	N.A.
Mr. Navin J. Kripalani	N.A.
Mr. Dilip Kumar Mandal	N.A.
Mrs. Siddhi M.Thakur	N.A.

* Since Non-executive Directors received no remuneration except sitting fees for attending Board / Committee meetings, the required details are not applicable.

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Manoj G. Tirodkar - Chairman & Managing Director	No change
Mr. Sunil S.Valavalkar-Whole-time Director	No change
Mr. VijayM.Vij	N.A.
Mr. D. S. Gunasingh	N.A.
Mr. Navin J. Kripalani	N.A.
Mr. Dilip Kumar Mandal	N.A.
Mrs. Siddhi M.Thakur	N.A.
Mr. Milind V. Bapat - Chief Financial Officer	No change
Mr. Vidyadhar A. Apte - Company Secretary	No change

iii) The percentage increase in the median remuneration of employees in the financial year: 5.8%

iv) The number of permanent employees on the rolls of Company: 372

v) The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 1.4% in India.

Employees outside India were granted wage increase between 5% to 7%.

The increase in remuneration is in line with the market trends in the respective countries.

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

(Rs, in Crore)

	Standalone	Consolidated
Aggregate remuneration of Key Managerial Personnel (KMPs) in FY 2015-16	2.09	2.09
Revenue	1,241.65	1,707.15
Remuneration of KMPs (as % of revenue)	0.17	0.12
Profit Before Tax (PBT) (prior to Exceptional item)	(640.41)	(982.30)
Profit Before Tax (PBT) (post Exceptional item)	(2,607.44)	(2,883.65)
Remuneration of KMPs (as % of PBT)	N.A.	N.A.

vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2016	March 31, 2015	% Change
Market Capitalization (Rs, Crore) *	184.04	192.69	(4.49)
Price Earnings Ratio	(0.07)	(0.24)	(0.25)

*based on closing market price on NSE on the respective year end dates

viii) Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	March 31, 2016	April 18, 1994 (FPO)	% Change	April 18, 1994 (Rights)	% Change
Market price (BSE)	Rs,11.76	Rs, 20.00	(41.20)	Rs,17.50	(32.80)
Market price (NSE)	Rs,11.70	Rs, 20.00	(41.50)	Rs,17.50	(33.14)

ix) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase in salaries of employees is 1.4% and there is no change in managerial remuneration during the year.

x) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

	Mr. Manoj G. Tirodkar - Chairman & Managing Director	Mr. Sunil S. Valavalkar Whole-time Director	Mr. Milind V. Bapat - Chief Financial Officer	Mr. Vidyadhar A. Apte -Company Secretary
Remuneration in FY 2015-16 (Rs, Crore)	0.45	0.15	0.74	0.75
Revenue (Rs, Crore)	1,241.65
Remuneration as % of revenue	0.04	0.01	0.06	0.06
Loss Before Tax (PBT) (Rs, Crore) (before Exceptional item)	(640.41)
Loss Before Tax (PBT) (Rs, Crore) (after Exceptional item)	(2,607.44)
Remuneration as % of PBT	N.A.	N.A.	N.A.	N.A.

xi) The key parameters for any variable component of remuneration availed by the directors:

Key parameter for variable component is the achievement of Corporate Objectives of the Company.

xii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: 1:6.75

xiii) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per remuneration policy of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, in respect of the year ended March 31,2016, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

Hi. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they had prepared the annual accounts on a going concern basis;

v they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have furnished a declaration to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

12. POLICY ON DIRECTORSâ APPOINTMENT & REMUNERATION ETC.:

The Company has put in place appropriate policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, which is provided in the Policy Dossier that has been uploaded on the Companyâs website www.gtllimited.com. Further, salient features of the Companyâs Policy on Directorsâ remuneration have been disclosed in the Corporate Governance Report, which forms part of this Report.

13. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has carried out annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and corporate governance requirements as prescribed by the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from the Board / Committee members on the basis of the criteria such as composition of the Board / Committees and structure, effectiveness of Board / Committee processes, providing of information and functioning etc. The Board and Nomination & Remuneration Committee also reviewed the performance of individual Directors on the basis of criteria such as attendance in Board / Committee meetings, contribution in the meetings like preparedness on issues to be discussed etc.

I n a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to consideration views of executive and non-executive Directors.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Listing Regulations, is presented in a separate section forming part of the Annual Report.

15. CORPORATE GOVERNANCE & VIGIL MECHANISM:

A separate Corporate Governance Report on compliance with Corporate Governance requirements as required under Regulation 34(3) of the Listing Regulations forms part of this Report. The same has been reviewed and certified by M/s. Godbole Bhave & Co., Chartered Accountants and M/s. Yeolekar & Associates, Chartered Accountants the Joint Auditors of the Company and Compliance Certificate in respect there of is given in Annexure A to this Report.

The Company has formulated a Whistle Blower Policy details of which are furnished in the Corporate Governance Report thereby establishing a vigil mechanism for directors and permanent employees for reporting genuine concerns, if any.

16. RISKS:

A separate section on risks and their management is provided in the MD&A Report forming part of the Annual Report, which covers the development and implementation of risk management framework. The Audit Committee monitors the risk management plan and ensures its effectiveness. It is important for shareowners and investors to be aware of the risks that are inherent in the Companyâs businesses. The major risks faced by your Company have been outlined in this section to allow stakeholders and prospective investors to take an independent view. We strongly urge stakeholders / investors to read and analyze these risks before investing in the Company.

17. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and other details furnished in Annexure B of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For CSR initiatives undertaken by Global Foundation, please refer to MD&A Report under the caption âCorporate Social Responsibilityâ. The CSR Policy is available on the Companyâs website www.gtllimited.com.

18. AUDIT COMMITTEE:

The details in respect of composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

19. AUDITORS AND AUDITORSâ REPORT:

Joint Auditors:

M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, were appointed as Joint Auditors at the Twenty Sixth (26th) Annual General Meeting to hold office from conclusion of the said meeting till the conclusion of the Twenty Ninth (29th) Annual General Meeting. The Company has received the necessary certificates from the Joint Auditors pursuant to Sections 139 and 141 of the Companies Act, 2013 regarding their eligibility for appointment. In pursuance of the provisions of Section 139 of the Companies Act, 2013, an appropriate resolution for ratification of the appointments of M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, as Joint Auditors of the Company is being placed at the ensuing Annual General Meeting.

Cost Auditors:

In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, since the Companyâs business (telecom networking services) is not included in the list of industries to which these rules are applicable, the Company has not considered appointment of Cost Auditors from the financial years 2015-16 onwards.

The relevant cost audit reports of FY 2014-15 were filed with Ministry of Corporate Affairs on October 9,2015. Joint Auditorsâ Report

As regards the Joint Auditorsâ comment / observation / emphasis of matters, the Board has furnished required details / explanations in Note Nos. 2.8.1, 2.40, 2.31.1, 2.11.3 and 2.24.1 of Notes to Standalone financial statements.

Secretarial Auditorsâ Report

The Secretarial Auditorsâ Report does not contain any qualifications, reservations, disclaimers or adverse remarks and the same is given in Annexure C (Form No. MR-3) forming part of this report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements as under:

Details of investments made by the Company are given under the respective heads (refer note 2.11 of notes to the Standalone financial statements).

No loans are given by the Company to any person / entity except to its employees as at March 31, 2016.

Details of Corporate Guarantees given by the Company as at March 31, 2016 are as under:

(Rs, in Crore)

Sr.	Name of the Company	As at March 31, 2016	As at March 31, 2015
1	Subsidiaries	165.39	166.82
2	Other Body Corporate	425.00	425.00

Refer Note No 2.12.2 of notes to financial statements

The Company has given above guarantees in its normal course of business in India and abroad. The guarantees are normally given:

- for performance of their business obligations; and

- to enable them to avail financial assistance.

21. PARTICULARS OF RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website www.gtllimited.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The particulars as required under the Companies Act, 2013 are furnished in Annexure D (Form No. AOC-2) to this report.

22. MATERIAL CHANGES AND COMMITMENTS:

23. SUBSIDIARIES:

The Company has been carrying on its domestic and international operations through some of its subsidiaries. The operations of most of the subsidiaries are loss making on account of the general economic slowdown and the factors affecting the Telecom Industry. In North America, the continuous loss made by the subsidiary led to admission of the subsidiary into bankruptcy and later sale of the investment as per the Scheme of Reorganization approved by the Bankruptcy Court in USA. On account of the admission of the Company into CDR, it is unable to extend both operational and financial support to the subsidiaries. Under these circumstances, except some of the subsidiaries, whose operations are viable, the operations of other subsidiaries have been scaled down or closed down. In view of this, the Company is continuing operations only in those projects and countries, which have potential for growth at low working capital. The Company has closed / is in the process of closing its operations in subsidiaries in Sri Lanka, Kenya, Bangladesh, Taiwan, China, Malaysia, Indonesia, Tanzania, Philippines, KSA, UAE and Nigeria, while it is continuing its operations in UK, Myanmar, Nepal and Singapore.

Further, as per the negotiated settlement plan submitted for settlement of the outstanding debt with all of its lenders, the Company has to dispose of some of its investments as contemplated under the approved CDR package inter-alia investments in its subsidiary companies, for which an appropriate resolution is being placed at the ensuring Annual General Meeting.

Pursuant to Accounting Standard 21 (AS 21) on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include information about its subsidiaries. The Companyâs revenue from its overseas subsidiaries for the year ended March 31, 2016, on a consolidated basis is Rs, 465.72 Crore (US$ 70.07 Mn.)

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

i. the steps taken or impact on conservation of energy:

As per Green mandate for Telecom Towers issued by Department of Telecommunications, there is an opportunity to increase green portfolio by complying with it and will help in reduction in carbon footprints with the help of green technology. Use of less power and cost efficiency will result in high up time thus achieving operational efficiency. There have been constant efforts in converting many sites as âGreenâ sites by way of electrification as part of these initiatives.

ii. the steps taken by the Company for utilizing alternate sources of energy:

- The Company initiated a pilot project of installation of Fuel Cell System (FCS) and Lithium Ion batteries instead of Diesel Generators (DG) on few Tower sites under OPEX model with a solution partner for uninterrupted energy supply for better Up-Time;

- FCS run as per the preferred duty cycle to provide backup power to the sites and will operate during the grid power unavailability; and

- These batteries help in reducing DG run hours.

iii. the capital investment on energy conservation equipments:

Not Applicable

b) Technology Absorption:

i. the efforts made towards technology absorption:

- Tower monitoring methodology for operators using Network Management Software and bespoke portals to monitor additional sites across different operators and circles;

- Automation of Trouble Tickets (TTs) from Operation Support System (OSS) alarms via BMC Remedy TT application and integrating it with SMS alarm alerts;

- Testing and implementation of solutions such as video surveillance and workforce tracking (WFT) on Pan India basis;

- Automation & designing of Key Performance Indicators / Service Level Agreement (KPI / SLA) portal as per Master Services Agreement with the customer by creating a on Line portal which will display various key performance Indicators and service Level Agreement parameters per circle as well as at national level using Java for application development, using pentaho open source data analytics and intelligence platform;

- Integration of various data inputs such as OSS logs from various OEMs like NSN, Ericsson, ZTE, Huawei, trouble tickets from Remedy tool, preventive maintenance data of site assets, Resource management data etc.;

- Creating an algorithm logic (software application framework) as per Master Services Agreement (MSA) by using various data inputs and sources to compute monthly KPIs, SLAs; and

- Implemented using best in class hardware and software platform at state of the art infrastructure of Network Operations Centre (NOC) @ Hinjewadi, Pune having intelligent video walls, functional data centre with hosting and collocation facilities etc. to fully support the active and passive Infrastructure of telcos in terms of tracking preventive maintenance, alarms verifications, vendor management and coordination with testing and absorption facilities for new technology.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

- Contractual compliance as per MSA to measure performance on monthly basis across various KPIs /SLAs;

- Using various types of data dimensions such as volume, variety, velocity and veracity can manage Big Data requirement;

- On Time reporting of these KPIs / SLAs with high level data integrity;

- Will help in achieving high level of scalability, reliability, flexibility and adoptability;

- Enhanced ability with higher efficiency, optimizing technological resources, value for money returns and simplification of management of technical architecture; and

- Additional sites and tenancies are now monitored across 24x7 resulting enhancing the Up-time.

This helps in managing the major operations error free with no human intervention as well higher alarm load to trouble tickets can be handled more precisely.

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. the details of technology imported:

b. the year of import:

c. whether the technology been fully absorbed: â ^{Not Applicable}

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

iv. the expenditure incurred on Research and Development:

a. Capital Rs, 0.15 Crore

b. Recurring Rs, 6.50 Crore

c) Foreign exchange earnings and Outgo:

During the year under review, the Company earned in terms of actual inflows foreign exchange ofRs, 0.22 Crore and the foreign exchange outgo in terms of actual outflows / expenditure is Rs, 33.93 Crore, particulars of which are furnished in Note No. 2.35 of the Notes to the financial statements.

25. INTERNAL FINANCIAL CONTROL SYSTEM:

The details in respect of adequacy of internal financial control with reference to the financial statements are included in the MD&A Report, which forms part of the Annual Report.

26. HUMAN RESOURCES:

Our associate base stood at 4,898 as on March 31,2016 as against 5,043 as on March 31,2015. For full details refer to the Human Resources write up in the MD&A Report, which forms part of the Annual Report.

27. EXTRACT OF ANNUAL RETURN AS ON MARCH 31, 2016:

The required details are furnished in Annexure F (Form No. MGT-9) to this report.

28. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2015-16:

4 (Four) meetings of the Board were held during the year, details of which are furnished in the Corporate Governance Report that forms part of this Report.

29. PROMOTER GROUP:

The Company is a part of Global Group of Companies, promoted by Mr. Manoj. G. Tirodkar. The promoter group holding in the Company currently is 44.23% of the Companyâs paid-up Equity Capital. The members may note that the Promoter Group, inter-alia comprises of Mr. Manoj. G. Tirodkar and Global Holding Corporation Pvt. Ltd.

30. PARTICULARS OF EMPLOYEES:

In terms of the provisions of sub-rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, names and other particulars of the employees are required to be set out in an annexure to this report. Further, the report and the Financial Statement are being sent to the shareholders excluding the aforesaid annexure. In term of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said annexure are related to any Director of the Company.

31. SPECIAL BUSINESS:

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolution(s) incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals. Membersâ attention is drawn to these items and Explanatory Statement annexed to the Notice.

32. ACKNOWLEDGEMENT:

On behalf of the Board of Directors,

Mumbai Manoj G. Tirodkar

April 28, 2016 Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors submit Twenty Seventh Annual Report together with the Audited Accounts for the year ended March 31,2015. 1. STATE OF THE COMPANY'S AFFAIRS:

FINANCIAL HIGHLIGHTS (Rs in Crore)

Particulars FY 2014-15 Consolidated Standalone

Total Income 2,586.59 2,151.34

Profit / (Loss) before Depreciation, (274.67) (54.11) Interest and Financial Charges (Net) and Tax (PBDIT)

Profit / (Loss) before Depreciation and Tax (795.45) (522.35) (PBDT)

Less: Depreciation 139.99 126.22

Profit / (Loss) before Tax, exceptional item (935.44) (648.57) and extra-ordinary items

Exceptional items (152.72) (152.72)

Less: Provision for Taxation (incl. Short 15.47 Nil Provision for Income Tax and Deferred Tax)

Profit / (Loss) after Tax (PAT) before (1,103.63) (801.29) Extra-ordinary and Prior Period items

Add / (Less): Extra-ordinary item Nil Nil

Add: Minority Interest 0.55 N.A

Add: Share of Profits in Associates (11.81) N.A

Add: Balance brought forward from the last year (943.39) (1,138.23)

Profit / (Loss) available for Appropriation (2,058.28) (1,939.52)

Appropriations:

Recommended Equity dividend Nil Nil

Dividend Distribution Tax Amount transferred to N.A. N.A

- General Reserve Nil Nil

- Debenture Redemption Reserve Nil Nil

Balance Carried Forward (2,058.28) (1,939.52)

Particulars FY 2013-14 Consolidated Standalone

Total Income 2,716.82 2,338.22

Profit / (Loss) before Depreciation, Interest 228.46 205.99 and Financial Charges (Net) and Tax (PBDIT)

Profit / (Loss) before Depreciation and Tax (354.22) (333.64) (PBDT)

Less: Depreciation 126.72 110.95

Profit / (Loss) before Tax, exceptional item (480.94) (444.59) and extra-ordinary items

Exceptional items (26.65) Nil

Less: Provision for Taxation (incl. Short 29.25 25.18 Provision for Income Tax and Deferred Tax)

Profit / (Loss) after Tax (PAT) before Extra- (536.49) (469.77) ordinary and Prior Period items

Add / (Less): Extra-ordinary item Nil Nil

Add: Minority Interest 0.34 N.A

Add: Share of Profits in Associates (24.89) N.A

Add: Balance brought forward from the last year (382.00) (668.46)

Profit / (Loss) available for Appropriation (943.39) (1,138.23)

Appropriations :

Recommended Equity dividend Nil Nil

Dividend Distribution Tax NA NA

Amount transferred to :

-General Reserve Nil Nil

-Debenture Redemption Reserve Nil Nil

Balance Carried Forward (943.39) (1,138.23)

2. RESULTS OF OPERATIONS AND BUSINESS OVERVIEW Results of Operations

The financial highlights on standalone basis for the year are as follows:

- Revenue for the financial period under review was Rs. 2,069.41 Cr. as against Rs. 2,265.11 Cr. for the previous financial year.

GTL, a Global Group Enterprise is a diversified technology and Infrastructure services Company focused on Telecom and Power businesses.

Consequent to the enactment of the Companies Act, 2013 (the Act) applicable from April 1,2014, the Company has reassessed the remaining useful life of fixed assets under Schedule II to the Act. This has resulted in additional charge of depreciation of Rs. 26.54 Cr. for the year ended March 31,2015.

In January 2010, the Company had sought shareholders consent for investment in tower companies, GTL Infrastructure Limited (GIL) and Chennai Network Infrastructure Limited (CNIL), for expansion of telecom network

of tower companies by purchase of tower business of Aircel. CNIL acquired tower portfolio of Aircel in the year 2010 with commitment from Aircel for 20,000 additional telecom sites over three years. In turn, the Company was expecting revenue worth Rs. 17,100 Cr. from CNIL / Aircel during the year 2010 to 2015. Unfortunately, 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, which also resulted in pile-up of inventory and suppliers advances. The Company is negotiating with suppliers of advances given and as a prudent accounting practice, has provided an amount of Rs. 10,600 Lac against these advances.

As part of settlement, the Company received an amount of Rs. 34,500 Lac from Aircel Group of companies, which inter-alia includes payment for settlement towards the vendors various claims.

The Power Management segment has been substantially affected by the losses plagued by Discoms and their restructure and the reduction in tariffs by various Governments and also termination of Distribution Franchisee (DF) agreement during the third quarter of FY 2014-15 by the Maharashtra State Electricity Distribution Company Limited (MSEDCL) on account of certain contractual issues. This business has, as a result, been discontinued by the Company.

The Network Services segment continues to be impacted by cancellation of 2G licenses, Aircel group's suspension of ROFR commitments / tenancy commitments, slower 3G & BWA expansion, suspension of BSNL expansion and general economic slowdown.

Thus, in view of overall set-back in Company's business operations, cash losses have been incurred which has resulted in substantial erosion of the Company's net worth.

Going Concern

At the outset, it may be noted that the management neither intends to liquidate the Company nor cease operations entirely. Moreover, the management believes that there are realistic and concrete alternatives which would prevent the occurrence of such eventualities.

For reasons beyond the control of the Company's management (including the factors which have adversely impacted the telecommunication and power sectors in India as a whole), the Company was constrained to restructure its debt under the Corporate Debt Restructuring (CDR) mechanism effective July 2011. The CDR proposal also envisaged certain restructuring of the existing External Commercial Borrowings (ECB) and the Non-Convertible Debentures (NCDs) issued by the Company. However, on account of certain inter-creditor issues, these restructuring could not be implemented and are consequently delayed.

These issues have resulted in legal proceedings being initiated against the Company in few forums, including a winding up petition filed by the NCD Holder before the High Court of Bombay. In the said proceedings, the CDR and ECB lenders have intervened.

In view of the debt burden, the slow revival of the telecommunication sector and the termination of the power business, there may be doubts on the Company's ability to repay its creditors. However, the management is of the view that such events or conditions can be mitigated / counter balanced by the fact that the Company has submitted a negotiated / One-Time Settlement (OTS) plan for settlement of the outstanding debt with all of its lenders (CDR, ECB and NCD). The proceeds as may be realized from sale of certain business divisions and sale of assets and investments, some of which are already contemplated under the approved CDR package will be utilized towards meeting settlement proposal. The OTS proposal and certain other inter-creditor issues (as required by the High Court of Bombay) are currently being considered before the CDR lender forum. The issue is therefore sub-judice before the High Court of Bombay.

The management is of the reasonable opinion that the OTS proposal will be finally approved by ECB, NCD & CDR lenders of the Company. Post such approval and implementation of such OTS proposal, the above mentioned circumstances and events which could cast an impact on the Company's debt repayment would cease to exist. The Company, which is and always has been inherently a services company, would be in a position to continue with services operations which it currently undertakes as well. The Company currently retains required senior management personnel and proposes to draw on their expertise to pursue such services business going forward.

In view of the above, the financial statements have been prepared on the basis that the Company is a going concern and that no adjustments are required to the carrying value of assets and liabilities.

Business Overview and Recent Developments at Macro & Micro Economic levels

The wireless telecom industry has shown increase in subscriber base to 960.58 Mn. at the end of February 2015 against 903.36 Mn. at the end of February 2014, registering a growth of 6.33% y-o-y for this fiscal compared to approx. 5% growth the year before. The share of urban subscribers declined to 58.01% at the end of February 2015 from 59.16% in February 2014 vis-a-vis the share of rural subscribers which increased to 41.99% at the end of February 2015 from 40.84% at the end of February 2014. With this, the overall tele-density in India has shown marginal improvement at 76.60 at the end of February 2015 vis-a-vis the overall tele-density of 72.92 at the end of February 2014. (Source: Telecom Regulatory Authority of India, Press Release dated April 10, 2015)

India saw fastest growth in subscription base with approximately 65 million new connections in FY 2014-15.

Growth Drivers

It is observed, globally, Telecom industry is a vital sector for the overall development of a nation. It is catalyst to growth and modernization of a nation. Given the recent developments, we have identified a few growth drivers for the coming few fiscals.

1. 2015 Spectrum Auction was successful with Rs. 1.10 Lac Cr. investment by the industry signaling restored faith in business prospect

2. Industry Friendly and liberal policies:

a. Government plans to allocate the Spectrum auctioned in March 2015 by end of this year

b. Government's ambitious US$ 1.1 bn Smart City program to facilitate telecom growth

3. FDI attractive market

4. Subscriber base continues to see upward trend

5. 3G and 4G rollouts expected to lead to machine to machine (M2M) growth in India in FY 2016-17

6. Reliance Jio the only Pan India license 4G provider to roll out 4G in this fiscal

7. India a Data usage driven economy (Nokia Networks' MBit Index study)

a. Mobile data traffic generated by 2G and 3G services has risen by a whopping 74 percent during the course of the last year

b. Use of 3G devices capable of supporting a speed of upto 21.1 Mbps increased from 23% in 2013 to 54% in 2014

c. Average monthly data consumption by a 2G consumer was seen to be 216 MB during 2014, an increase of 48% during 2014.

d. The average data consumed by a 3G consumer, on the other hand, 688 MB which is an increase of 29% during the year just ended

8. India to be 4th largest Smartphone market in the world

9. Tower Network vital for growth mapping and to see growth in the near future

Major Developments in the industry (source: A brief Report on Telecom Sector in India - Jan. 2015, CCI Pvt. Ltd.)

1. Reliance Jio Infocomm has signed an agreement to share telecom towers of GTL Infrastructure Limited. Seventh Tower sharing agreement by Jio

2. Ericsson has won US$ 9.42 Mn., 3 years operations support system deal with Reliance Jio

3. A probable joint venture between Japanese telecom player Softbank and Bharti Group. At beginning of the year SoftBank has announced its willingness to invest US$ 10 Bn. in India

4. Bharti Infratel plans to take over telecom towers of few operators at a valuation of approx US$ 785 Mn.

5. Bharti Infratel plans to explore acquisition opportunities in neighboring countries

Salient Features of Spectrum Auctions 2015 (source: http://teiecomtaik.info)

a. Reliance Jio won 800MHz spectrum 10 circles, Reliance Communications in 11 circles and Tata Teleservices in 5 circles

b. Bharati Airtel won 2100MHz spectrum in 7 circles, Vodafone in 5 circles and Idea in 1 circle

c. Bharati Airtel won 900MHz spectrum in 10 circles, Vodafone in 8 circles, Idea in 9 circles and Reliance Communications in 2 circles

d. Bharati Airtel won 1800MHz spectrum in 6 circles, Vodafone in 3 circles, Idea in 6 circles, Reliance Jio in 6 circles, Reliance Communications in 5 circles, Aircel and Tata Teleservices in one circle.

e. Reliance Communications lost 900MHz spectrum in 5 out of 7 circles it held.

f. Latest auction won spectrum liberalized for use with any technology and valid till 2035.

The stability in the Government at Centre is expected to have a positive effect on policy and investment climate, leading to telecom industry growing in the coming years.

As the Indian telecom market moves from voice to data, the telcos face new technology and infrastructure related challenges in meeting their expansion and customer experience goals.

Termination of Power DF contract by MSEDCL

The Company had entered into Power Distribution Franchisee (DF) agreement with Maharashtra State Electricity Distribution Company Limited (MSEDCL) for Aurangabad Urban Circle I & II in February 2011 and commenced the power distribution activity from May 1, 2011. This contract was for period of 15 years, subject to terms and conditions thereof. The Company had incurred losses in its DF business on account of various factors such as, higher Transmission & Distribution (T&D) losses, non-revision of tariff from consumer and other several unresolved operational and contractual factors with MSEDCL. Moreover, Performance Guarantee to the extent required under the contract could not be provided to MSEDCL, as some of the lenders did not provide the same, though approved in CDR package. MSEDCL, vide its notice dated November 10, 2014, terminated DF agreement effective November 17, 2014 and also en-cashed guarantees of about Rs. 15,100 Lacs provided for performance.

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. The Company has valid claims against MSEDCL, which are under discussion.

Pending reconciliation / settlement, the Company has made necessary disclosure as required by Accounting Standard (AS) 24 for Discontinued Operations.

Investments

The Company has investments in Associates, GTL Infrastructure Limited (GIL) and Chennai Network Infrastructure Limited (CNIL). Both, GIL and CNIL have been admitted into CDR. The CDR package provides various financial restraints on these associates for transferring funds to the Company. Based on the legal opinions sought by the Company, such restrains faced by GIL and CNIL constitutes severe long term restrictions, significantly impairs their ability to transfer any funds to the Company as envisaged by AS-23 para 7(b) and therefore, the Company has accounted investment in these associates as per AS-13.

The Company's share in Associate, Global Rural Netco Limited is accounted based on un-audited financial statements for the year ended March 31,2015.

Business Update - Pre & Post CDR

The Company, in the FY 2009-10, based on the award of a part of BSNL tender contract in its favor, additional business expected by one of the group companies viz. GTL Infrastructure Ltd. (GIL) having cemented business partnership with Aircel with assurance of 20,000 new tenancies on Right of First Refusal (RoFR) basis and other anticipated business avenues based on the 2G spectrum auction, issuing of new licenses and corresponding network expansion plans of the operators, had then projected a robust business plan over next five to six years.

- Bharat Sanchar Nigam Ltd. (BSNL) invited sealed tenders from Eligible Bidders, on 'Rupee Payment basis' for planning, engineering, supply, installation, testing & commissioning of GSM / UMTS based cellular mobile

network along with supply, installation, testing & commissioning of infrastructure for network of capacity for 93 million lines. This expansion was meant to be rolled out in three phases. The tenders were floated zone-wise with the North, West and South zones having 25 million lines each and the East Zone having 18 million lines.

a. In 2010 GTL had bid and won a contract from BSNL, being L2 and L3, out of the contract of 93 million fixed lines.

b. In Q4 of FY 2010-11, this business development contract was cancelled and thus leading to an estimated loss of Revenue of Rs. 3,000 Cr. to the Company spreading over the next three financial years.

c. Additionally, advances paid to suppliers for execution of BSNL and Aircel contracts led to increase in Current Assets some of which are yet to be realized.

- Aircel RoFR towers (20,000 Nos.) for 3 years from FY 2010-11 onwards. The additional business of Aircel ROFR towers to GTL Limited was in relation to the acquisition of 17,500 Aircel towers in July'10. The Company had informed these developments to shareholders vide notice of postal ballot dated January 14, 2010 and sought their approval for making investment in Tower companies.

a. GTL had invested over Rs. 2,200 Cr. in GIL and CNIL.

b. CNIL acquired 17,500 towers along with 21,000 active tenants and a commitment of 20,000 tenancies upto July 2013 under a RoFR agreement, further on the strength of this commitment, GTL entered into an Energy Management Contract with Aircel and its Affiliates, CNIL and GIL.

c. Aircel was unable to provide about 17,500 tenancies under the RoFR resulting into the estimated loss of Revenue of about Rs. 4,218 Cr. as stated below.

d. This Investment was expected to give GTL business opportunity of over Rs. 17,000 Cr. over a period of 5 years as detailed below:

Services Offering 2010-11 2011-12 2012-13

Network Deployment 1,250 1,250 1,250

Network Maintenance 486 594 702

Energy Management 540 660 780

Active Infrastructure 486 594 702 Management

Total Business Opportunity 2,762 3,098 3,434

Services Offering 2013-14 2014-15 Total

Network Deployment 1,250 1,250 6,250

Network Maintenance 810 918 3,510

Energy Management 900 1,020 3,900

Active Infrastructure 810 918 3,510 Management

Total Business Opportunity 3,770 4,106 17,170

- Network Deployment for other major operators.

The FY 2010-11, however, did not begin well for the telecom industry and the operators. Their future had become clouded because of the controversies, uncertainties and utter turmoil resulting there from. These developments were beyond the control of the Company, nevertheless adversely affected the existing and the future business of the Company. These events and happenings are affecting not only its performance but realization from its debtors and business creditors who were paid advances against future purchase and deliveries of materials.

The Company therefore approached CDR Empowered Group (EG) detailing the business difficulties it was facing resultant to the turmoil, uncertainties and controversies plaguing the telecom industry and operators in the FY 2011-12 and was admitted to the CDR mechanism with effect from July 1,2011.

To accelerate collection against long overdue debts, the Company had submitted a proposal for issuing necessary performance / financial guarantee on behalf of the Company in favor of these customers; however, this proposal was not acted upon in a timely manner by lenders.

The Company's relentless pursuit for realization of current assets has met with some success and it managed to recover an aggregate of Rs. 1,800 Cr. including Rs. 1,272.45 Cr. in cash till date which is actually well ahead of schedule. This amount has been deposited into the TRA for business operations, taxes, statutory dues and lender related payments.

While the Company and its Promoters have adhered to the most of the stipulations as per the Master Restructuring Agreement (MRA), developments in the telecom and power sector post CDR implementation have further impacted GTL's ability and cash flows in meeting its commitments under CDR packages moving forward.

Developments Post CDR

The CDR package approved by the lenders in December 2011 envisaged improvement in the telecom and power sectors, additional capex deployment by telecom operators in 3G/4G buoyed by new equity investments into these sectors.

However, since CDR implementation, below mentioned developments in the telecom and power sector have impacted the financial performance of GTL.

Telecom Sector

- Cancellation of 2G licenses upheld by Hon'ble Supreme Court in February 2012;

- Aircel Group's suspension of tenancy commitments in July 2013;

- Slower 3G & BWA growth since auctions;

- Freeze on expansion by Telecom Operators; and

- Suspension of BSNL expansion.

As commented by Vodafone India CEO in the recent articles in Business Standard dated September 12, 2014 and Times of India dated October 10, 2014, the Indian Telecom industry continues to be in a mess due to lack of clarity on taxation issues, M&A policy, high regulations, spectrum scarcity and preferential treatment / benefits to selective telecom operators with very little action to accept responsibility and bring about change. The impact of this is clearly visible with investments in network in India of only US$ 5 Bn. in the last one year vis-a-vis US$ 50 Bn. in China.

Negative impact arising out of downward trend in telecom industry, delay in policy decisions not only affected the business outlook of the Company but the expected valuation of its investments in Tower Companies in the group expected out of acquisition of Aircel Towers based on the future business outlook.

Power Sector

- No tariff revisions;

- Slash in power tariffs by 20% in Maharashtra; and

- Refusal of lenders to offer SBLC despite approval in CDR package.

To add to the woes, the recent cancellation by the Hon'ble Supreme Court of all but four of the 218 coal block allocations by the government over the past two decades has had major implications for the power and energy sector.

Almost 30% of GTL's annual revenue, approx Rs. 1,200 Cr., was from DF business. Already strained revenues and margins and cash flow will be irreparably impacted further due to the termination by MSEDCL of the DF contract. MSEDCL additionally has claimed Rs. 393 Cr. from the Company and invoked SBLC of Rs. 150 Cr. held by it under DF agreement.

These factors that are beyond management control, continue to impact GTL's financial performance and are affecting its ability to meet debt service obligations.

Inter Creditor Issues:

The Company has ever since made all reasonable efforts within its control to implement the restructuring of the ECB and NCD facility.

However, restructuring of the ECB Facility could not close on account of certain factors beyond management control such as the financial impact of adverse developments in the telecom and power sectors, inter-creditor issues among various lenders of the Company on matters relating to pari-passu sharing of security, payment of interest to ECB lenders etc. Resignation by the ECB Facility Agent and also the ECB Authorized Dealer has further hampered GTL's efforts to restructure the ECB debt.

Similarly, with respect to the restructured NCD facility, while the Company and NCD lender have bilaterally agreed the terms, necessary approval from CDR lenders and consequent execution of the amended agreements and security documents to ensure pari-passu rights to NCD lenders to the Cash Flows and Security package of GTL is still awaiting approval of CDR Lenders.

Requests of GTL for release of certain interest / principal dues of ECB and NCD lenders have been denied by CDR lenders and not acted upon as CDR lenders are secured lenders and have no obligation towards NCD and ECB lenders.

In light of the inter creditor issues, developments post CDR and alleged non pari-passu treatment to ECB / NCD lenders vis-a-vis CDR lenders, notices have been sent by ECB / NCD lenders to GTL and IDBI Bank Ltd. (as Monitoring Institution to CDR Lenders) advising the Company to desist from:

i. Making any further payment to CDR lenders till ECB / NCD interest / principal dues are paid;

ii. Sharing the proceeds of Trust and Retention Account (TRA) on pari-passu basis with the CDR lenders going forward; and

iii. Creating security in their favor.

Actions by ECB Lenders

Furthermore, certain ECB lenders have even filed recovery proceedings in the Hon'ble High Court of Justice, Queens Bench Division, Commercial Court, London. The Hon'ble Court vide its Order dated February 20, 2015 directed the Company to make payments in respect of the outstanding principal amount relating to these lenders in terms of the Loan Agreement dated September 8, 2006 executed by participants in ECB.

The Hon'ble Court has dismissed the application of the claimants for a summary judgment on their claims for interest. Further, the Court has also ordered payment of GBP 31,500 towards Claimants legal costs by the Company.

Actions by NCD Lenders

In addition to the aforesaid proceeding, on January 09, 2015 the NCD lender has filed a petition before the High Court of Judicature at Bombay inter alia seeking winding up of the Company and in the interim seeking an injunction against any disposal of assets & against making payments to the secured CDR lenders. Notice of filing was served on the Company on January 16, 2015. The CDR lenders and ECB lenders of the Company intervened. By its order dated January 28, 2015, the High Court asked the 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 the TRA which is controlled by the CDR lenders, the question of payment to the NCD holder and ECB lenders does not arise, until and unless the CDR lenders decide on the issue directed by the Hon'ble Bombay High Court. In view thereof, as on March 31, 2015, none of the Directors of the Company are disqualified under Section 164(2)(b) of the Act from being appointed as Directors.

Initiatives by GTL

The Company continues to make efforts to improve cash flow to facilitate an equitable settlement of its debt amongst CDR, ECB and NCD lenders.

Reeling under industry happenings, beyond its control, the Company had submitted proposals without altering end date of debt repayment:

a. Consolidating GTL Group Level debt at Holding Company (HoldCo) level (April 2013).

b. GTL consolidated debt through Debt Realignment Proposal through fresh ECB and SBLC for repayment of rupee debt (September 2013); could not be implemented because of various delays in conclusive decisions till April 2014. RBI issued a circular on April 22, 2014 disallowing ECB and SBLC route for repaying rupee debt.

Under current proposal the steps envisaged, subject to necessary approvals, are:

- Sale of Operations, Maintenance & Energy business;

- Monetization of Investments in Tower Companies;

- Realization of Current Assets;

- Monetization of non-core assets;

- Formation of JV or raising new Capital; and

- Such other actions as may be deemed fit in the interest of all stakeholders.

For these initiatives, requisite approvals from Shareholders of the Company have been obtained at the 26th Annual General Meeting held on September 16, 2014 and through Postal Ballot for creation of charges / mortgages and for sale / disposal of the whole or substantially the whole of the undertaking(s) of the Company result of which was declared on September 25, 2014.

The Company has appraised CDR / NCD lenders of the above initiatives and presented a plan for their consideration at the Joint Lender Forum meetings held on November 13, 2014, September 01,2014 and June 17, 2014.

While the Company continues to engage with all the 3 sets of lenders, viz. ECB Lenders, NCD Lender and CDR Lenders separately to find a resolution to such challenges, which are beyond management control, we believe that given the challenges of telecom and power sector scenario and its resultant impact on the financial performance of GTL, a joint engagement between all the sets of lenders and GTL to draw a long term road map to resolve the issues is essential.

The Company believes that in view of the current unsustainable debt levels and the continued bleak outlook in the telecom sector, the most viable option for the Company would be to divest its assets and enter into a negotiated / one-time settlement with its lenders. The Company has submitted this proposal before the forum of lenders in the context of winding-up petition filed by the NCD holder against the Company, where the CDR / ECB Lenders have also intervened. The matter is currently sub-judice and has impacted GTL's ability to meet commitment under MRA.

3. CORPORATE DEBT RESTRUCTURING

The Company has implemented Corporate Debt Restructuring CDR) Plan for its Rupee Term Loan.

In view of overall set-back in the Company's business operations, cash losses have been incurred which has resulted in substantial erosion of the Company's net worth.

In addition to the above, certain disputes among inter-creditor has caused delay in restructuring of ECB facility and execution of amended agreement with NCD lender and has resulted in initiation of legal proceedings against the Company which inter-aliaseeks an injunction against disposal of any asset and making payments to secured CDR lenders and liquidation of the Company. The Company has taken appropriate legal steps in these matters to defend / protect its interest.

Considering the developments post-CDR, inter-creditor issues (which is beyond management control) and actions initiated by ECB and NCD lenders, the Company has submitted Settlement proposal for which the Company has envisaged / planned steps, such as sale of Operation Maintenance & Energy (OME) business (part of Network Services), monetization of investment including in Tower Companies, monetization of non-core assets. The Company is awaiting lenders approval / consent and resolution to inter-creditor issues.

4. DIVIDEND

Since your Company has posted losses and is currently under Corporate Debt Restructuring Mechanism, your Directors express their inability to recommend any dividend on the paid up Equity and Preference Share Capital of the Company for the financial year ended March 31,2015.

5. SHARE CAPITAL

a. Equity:

The movement of Equity Capital due to allotment of shares, if any, is as under:

Particulars No. of Equity Shares

Equity Capital as on April 1,2014 157,296,781

Add: Allotment of equity shares during the year Nil

Equity Capital as on March 31,2015 157,296,781

The Company has only one class of equity shares and it has not issued equity shares with differential rights or sweat equity shares. Also, the Company has cancelled all its outstanding Employee Stock Option Schemes (ESOS) in FY 2012-13. Thus, the details required to be furnished for equity shares with differential rights and/ or sweat equity shares and / or ESOS as required under the Companies (Share Capital and Debentures) Rules, 2014 are not furnished.

b. Preference:

During the FY 2012-13, the Company had issued and allotted 650,000,000 Non Participating Optionally Convertible Cumulative Preference Shares of the face value of Rs. 10/- each aggregating Rs. 650 Cr. The Preference shareholder had option for conversion into equity shares at any time after six months but before eighteen months from the date of allotment viz. September 28, 2012, on the terms and conditions as detailed in Note No. 2.1.4. of Notes to Accounts. However, the Preference shareholder did not exercise its right for conversion of these preference shares into equity within the stipulated time period and resultantly, there will not be any impact on the Company's equity capital.

6. FIXED DEPOSITS:

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of the provisions of the CDR documents, IDBI Bank Limited nominated Mr. Dilip Kumar Mandal, Chief General Manager, RBG in the month of October 2014 in place of Mr. Ajay Sharma - Chief General Manager who served on the Board as Nominee Director w.e.f. October 8, 2012.

The Board of Directors through resolution passed by circulation on December 19, 2014 appointed Mr. Sunil Sadanand Valavalkar as an Additional Director and also a Whole-time Director effective December 16, 2014 and the same was taken on record by the Board of Directors in its meeting held on February 5, 2015. The Board also through resolution passed by circulation on March 30, 2015 appointed Mrs. Siddhi M. Thakur as an Additional Director and also an Independent Director with effect from March 31,2015 and the same was taken on record by the Board of Directors in its meeting held on May 5, 2015. Both the appointees hold office upto the date of the ensuing Annual General Meeting. The Company having received respective notice under Section 160 of the Companies Act, 2013, proposes appointment of Mr. Sunil S. Valavalkar as a Director, liable to retire by rotation and Mrs. Siddhi M. Thakur as a Director not liable to retire by rotation. Also the Company has incorporated appropriate resolutions for appointing Mr. Sunil S. Valavalkar as the Whole-time Director for a period of three years from December 16, 2014 to December 15, 2018 and Mrs. Siddhi M. Thakur as an Independent Director from March 31,2015 to March 31,2018 as detailed in the notice convening ensuing Annual General Meeting and Explanatory Statement annexed thereto for consideration of the members.

In light of the provisions of the Companies Act, 2013, out of the current strength of the Board consisting of 7 Directors, 3 Directors are Independent and thus not to be computed for the strength of total directors liable for retirement by rotation. Out of the balance 4 Directors, the Company can have one third as permanent directors, consisting of

Mr. Manoj G. Tirodkar - Chairman & Managing Director. Of the balance 3 Directors, one is a Nominee Director, who is not liable for retirement by rotation and rest 2 Directors are Additional Directors whose term is upto the date of the ensuing Annual General Meeting and would be considered for regular appointment. Thus, no director will be retiring by rotation in the ensuing Annual General Meeting.

Maharashtra State Electricity Distribution Company Limited terminated the Company's Power Distribution Franchisee (DF) contract for Aurangabad, Maharashtra, Urban Circle I & II, effective November 17, 2014. Since Mr. Arun Prabhukhanolkar - Whole-time Director (who was also appointed as key managerial personnel effective April 1, 2014) was looking after the said Power DF business, has relinquished his position as a Whole-time Director and also as a director w.e.f. December 16, 2014.

Prof. Shamkant B. Navathe based in USA and who was associated with the Company as an Independent Director since July 30, 2001, has relinquished his position as a Director w.e.f. January 20, 2015, in view of his busy schedule and difficulty in making frequent trips to India for attending Board Meetings.

The Board places on record its deep appreciation and respect for the valuable advice and guidance received from Prof. S. B. Navathe, Mr. Ajay Sharma and Mr. Arun Prabhukhanolkar during their tenure as Directors of the Company.

The background of the Directors proposed for appointment / reappointment is given in the Corporate Governance Report, which forms part of the Directors' Report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, which came in to effect from April 1,2014, the appointment of Mr. Manoj G. Tirodkar - Chairman & Managing Director, Mr. Arun Prabhukhanolkar - Whole- time Director, Mr. Vidyadhar A. Apte - Company Secretary and Mr. Milind V. Bapat - Chief Financial Officer as the key managerial personnel were formalized. Also, the Board appointed Mr. Sunil S. Valavalkar as an Additional & Whole-time Director and also as the key managerial personnel w.e.f. December 16, 2014 in place of Mr. Arun Prabhukhanolkar - Whole-time Director, who has relinquished his position as a Whole-time Director and also as Director effective December 16, 2014.

8. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Directors Ratio to median remuneration

Mr. Manoj G. Tirodkar 7

Mr. Arun Prabhukhanolkar (upto December 16, 2014)* 7.6

Mr. Sunil S. Valavalkar (w.e.f. December 16, 2014)* 3

Non-executive Directors (Sitting Fees only) **

Prof. Shamkant B. Navathe (upto January 20, 2015)* N.A.

Mr. Vijay M. Vij N.A.

Mr. D. S. Gunasingh N.A.

Mr. Navin J. Kripalani N.A.

Mr. Hemant Desai (upto September 16, 2014)* N.A.

Mr. Ajay Sharma (upto October 1,2014)* N.A.

Mr. Dilip Kumar Mandal (w.e.f. October 1,2014)* N.A.

Mrs. Siddhi M. Thakur (w.e.f. March 31,2015)* N.A.

* Since this information is for part of the year, the same is not comparable

** Since Non-executive Directors received no remuneration, except sitting fees for attending Board / Committee meetings, the required details are not applicable

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors, Chief Executive Officer, % increasein remuneration Chief Financial Officer in the financial year and Company Secretary

Mr. Manoj G. Tirodkar - Chairman & Managing Director No change

Mr. Arun Prabhukhanolkar - Whole-time Director No change (upto December 16, 2014)*

Mr. Sunil S. Valavalkar - Additional & Whole-time Director No change ( w.e.f. December 16, 2014)*

Prof. Shamkant B. Navathe (upto January 20, 2015)* N.A.

Mr. Vijay M. Vij N.A.

Mr. D. S. Gunasingh N.A.

Mr. Navin J. Kripalani N.A.

Mr. Hemant Desai (upto September 16, 2014)* N.A.

Mr. Ajay Sharma (upto October 1,2014)* N.A.

Mr. Dilip Kumar Mandal ( w.e.f. October 1,2014)* N.A.

Mrs. Siddhi M. Thakur (w.e.f. March 31,2015)* N.A.

Mr. Milind V. Bapat - Chief Financial Officer 7.5

Mr. Vidyadhar A. Apte - Company Secretary 7.5

* Associated for part of the year.

iii) The percentage increase in the median remuneration of employees in the financial year: 9.6%

iv) The number of permanent employees on the rolls of Company: 429

v) The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 9.6% in India. The individual increments varied between 3% to 50%, based on individual performance.

Employees outside India were granted wage increase between 1% to 3%. The increase in remuneration is in line with the market trends in the respective countries. Considering the subdued market conditions majorly affecting telecom and power sectors, the Company's performance was adversely affected. However, since the Company did not grant any wage increase to its employees for last 3 years, increments were granted, for keeping the morale high.

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

(Rsin Crore) Standalone Consolidated

Aggregate remuneration of Key Managerial Personnel (KMPs) in FY 2014-15 2.88 2.88

Revenue 2,069.41 2,495.93

Remuneration of KMPs (as % of revenue) 0.14 0.12

Profit Before Tax (PBT) (prior to Exceptional item) (648.57) (935.45)

Profit Before Tax (PBT) (post Exceptional item) (801.29) (1,088.16)

Remuneration of KMPs (as % of PBT) N.A. N.A.

vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31,2015 March 31,2014 % Change

Market Capitalization (Rs. Crore) * 192.69 224.93 (14.34)

Price Earnings Ratio (0.24) (0.48) (50.00)

*based on closing market price on NSE on the respective year end dates.

viii) Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31,2015 April 18, 1994 % Change (FPO)

Market price (BSE) 12.35 20.00 (38.25)

Market price (NSE) 12.25 20.00 (38.75)

PATICULAR April 18, 1994 % Change (Rights)

Market price (BSE) Rs. 17.50 (29.43)

Market price (NSE) Rs. 17.50 (30.00)

ix) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in salaries of employees is 9.6% and there is no change in managerial remuneration during the year.

x) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

Mr. Manoj G.Tirodlkar Mr. Arun Prabhukhandkar Chairman and Whole time director Manging Director Upto Dec 16 2014

Remuneration in FY 2014-15 0.35 0.38

Revenue (Rs. Cr.)

Remuneration as % of revenue 0.02 0.02

Profit Before Tax (PBT) (Rs. Cr.) (before Exceptional item)

Profit Before Tax (PBT) (Rs. Cr.) (after Exceptional item)

Remuneration as % of PBT N.A N.A

Mr. Sunil S. Mr.Millind V. Mr.Vidyadhar Addl and Whole Bapatchief A Aptecompany Director w.e.f Financial Secretary Dece 16 2014 Officer

Remuneration in FY 2014-15 0.04 1.15 0.95

Revenue (Rs. Cr.) 2,069.41

Remuneration as % of revenue 0.00 0.06 0.05

Profit Before Tax (PBT) (648.57) (before Exceptional item)

Profit Before Tax (PBT) (801.29) (after Exceptional item)

Remuneration as % of PBT N.A N.A N.A

xi) The key parameters for any variable component of remuneration availed by the directors:

Key parameter for variable component is the collection target.

xii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: 1:2.02

xiii) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per remuneration policy of the Company.

9. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 134(3)(c) of the Companies Act, 2013, we, the Directors of GTL Limited, to the best of their knowledge and ability, in respect of the year ended March 31,2015, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they had prepared the annual accounts on a going concern basis;

e. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have furnished a declaration to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

11. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION ETC.

The Company has put in place appropriate policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, which is provided in the Policy Dossier that has been uploaded on the Company's website www.gtllimited.com. Further, salient features of the Company's Policy on Directors' remuneration have been disclosed in the Corporate Governance Report, which forms part of the Directors' Report.

12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carries out annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and corporate governance requirements as prescribed under Clause 49 of the Listing Agreement.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from the Board / Committee members on the basis of the criteria such as composition of the Board / Committees and structure, effectiveness of Board / Committee processes, information and functioning etc. The Board also reviewed the performance of individual Directors on the basis of criteria such as attendance in Board / Committee meetings, contribution in the meetings like preparedness on issued to be discussed etc.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to consideration views of executive and non-executive Directors.

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis (MD&A) on the Company's performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is attached to this Report.

14. CORPORATE GOVERNANCE & VIGIL MECHANISM

The Company is complying with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate Corporate Governance Report on compliance on Clause 49 of the Listing Agreement with the Stock Exchanges as reviewed and certified by M/s. Godbole Bhave & Co., Chartered Accountants and M/s. Yeolekar & Associates, Chartered Accountants the Joint Auditors of the Company is given in Annexure A to this Report.

The Company has formulated a Whistle Blower Policy details of which are furnished in the Corporate Governance Report thereby establishing a vigil mechanism for directors and employees for reporting genuine concerns, if any.

15. RISKS

A separate section on risks and their management is provided in the MD&A Report forming part of this Report, which covers the development and implementation of risk management framework. The Audit Committee monitors the risk management plan and ensure its effectiveness. It is important for shareowners and investors to be aware of the risks that are inherent in the Company's businesses. The major risks faced by your Company have been outlined in this section to allow shareholders and prospective investors to take an independent view. We strongly urge shareowners / investors to read and analyze these risks before investing in the Company.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company continued, during the year under review, to contribute through 'Global Foundation', a Public Charitable Trust towards social causes as described in the MD&A Report under the caption 'Corporate Social Responsibility' (CSR) and implemented CSR Policy. The details as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is furnished in Annexure B to this report.

17. AUDIT COMIITTEE:

The details in respect of composition of the Audit Committee are included in the Corporate Governance Report, which forms part of the Directors' Report.

18. AUDITORS AND AUDITORS' REPORT:

Joint Auditors:

M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, were appointed as Joint Auditors at the Twenty Sixth (26th) Annual General Meeting to hold office from conclusion of the said meeting till the conclusion of the Twenty Ninth (29th) Annual General Meeting. The Company has received the necessary certificates from the Joint Auditors respectively pursuant to Sections 139 and 141 of the Companies Act, 2013 (the Act) regarding their eligibility for appointment. In pursuance of the provisions of Section 139 of the Act, appropriate resolution for ratification of the appointment of M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, as Joint Auditors of the Company is being placed at the ensuing Annual General Meeting.

Cost Auditors:

Pursuant to the provisions of the Section 148 of the Act and Rules made there under as may be prescribed and on the recommendations of the Audit Committee, the Board has appointed M/s V. G. Phadke & Co., Cost Accountants, Mumbai, as the Cost Auditor for the financial year 2014-15. Also, in accordance with the provisions of Section 148 of the Act and the Companies (Audit and Auditors) Rules, 2014, remuneration payable to the Cost Auditor as recommended by the Audit Committee and the Board had been ratified by the members in the 26th Annual General Meeting held on September 16, 2014.

The relevant cost audit reports of FY 2013-14 were filed with Ministry of Corporate Affairs on September 23, 2014.

In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, since the Company's business (telecom networking services) is not included in the list of industries to which these rules are applicable, the Company has not considered appointment of Cost Auditor for the financial year 2015-16.

Joint Auditors' Report

As regards the Joint Auditors' comment / observation / emphasis of matters, the Company has furnished required details / explanations in Note Nos. 2.8.1,2.39, 2.11.3 and 2.23.1 of Notes to Stand-alone financial statements.

Secretarial Auditors' Report

The Secretarial Auditors' Report does not contain any qualifications, reservations, disclaimers or adverse remarks and the same is given in Annexure C (Form No. MR-3)forming part of this report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Details of investments made by the Company are given under the respective heads (refer note 2.11 of notes to the financials).

No loans are given by the Company to any person / entity except to its employees as at March 31,2015.

Corporate Guarantees given by the Company as at March 31,2015: (Rs in Crore)

Name of the Company As at March 31,2015 As at March 31,2014

1 Subsidiaries 166.82 169.79

2 Other Body Corporate 425.00 425.00

Refer Note No 2.12.2 of notes to financial statements

GTL has given above guarantees in its normal course of business in India and abroad. The guarantees are normally given :

- for performance of their business obligations; and

- to enable them to avail financial assistance.

20. PARTICULARS OF RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.gtllimited.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The particulars as required under the Companies Act, 2013 is furnished in Annexure D (Form No. AOC-2) to this report.

21. MATERIAL CHANGES AND COMMITMENTS

Save and except as discussed in this Annual Report, no material changes have occurred and no commitments were given by the Company thereby affecting its financial position between the end of the financial year to which these financial statements relate and the date of this report.

22. SUBSIDIARIES

Pursuant to Accounting Standard 21 (AS 21) on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include information about its subsidiaries. The Company's revenue from its overseas subsidiaries for the year ended March 31, 2015, on a consolidated basis was ' 427.42 Cr. (US$ 69.25 Mn.)

As required by the Companies (Accounts) Rules, 2014, a report on performance and financial position of each of the subsidiaries and associate companies included in the Consolidated Financial Statement, is presented in Annexure E (Form No. AOC-1).

In response to the evolving industry and technology, the Company is continuing plans and operations in those projects and countries, which have potential for growth at high margin and low working capital. At the same time, the Company having been admitted into CDR is not in a position to extend further financial support to some of the subsidiaries, which are making losses / having financial difficulty. The need is also felt at this juncture to streamline the operations in respect of some of the subsidiaries. Further, as per the negotiated / one-time settlement plan submitted for settlement of the outstanding debt with all of its lenders, the Company has to dispose of some of its investments as contemplated under the approved CDR package.

On the above background, the Company has started its operations in Myanmar, where it has a potential for growth. At the same time while it has closed / is in the process of closing its operations in subsidiaries in Sri Lanka, Kenya, Bangladesh, Taiwan, China, Malaysia, Indonesia, Tanzania and Nigeria; it is continuing its operations in UK, Myanmar, Nepal, Philippines, KSA, UAE and Singapore.

It is also pertinent to note the legal actions in respect of some of the Subsidiaries. During the course of audit, certain irregularities committed by some of the former employees came to the notice of GTL (USA) Inc. accordingly, based on legal advice, GTL (USA) Inc filed a case against those officials. In the meanwhile, one of the creditors with whom GTL (USA) Inc has dispute, as regards the amount payable, filed a case and GTL (USA) Inc. has filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the Court of Eastern District of Texas, USA. That filing, however, affords GTL (USA) Inc the right to reorganise under a plan that will assure the fair treatment of all its creditors, while GTL (USA) Inc continues its business in the ordinary course.

A similar legal action initiated by the Bank, which has advanced money for working capital (subsequently withdrawn), has led to the appointment of liquidator in the subsidiary in Malaysia.

On account of the delay in payment by the ultimate customer who could not keep up its commitment, leading to the Bank filing recovery proceedings against its subsidiary viz. International Global Tele Systems Ltd. and the Insurance Company in the Court at Mauritius. In the said matter the Bank has impleaded the Company as a party defendant, based on the Letter of Comfort. The matter is pending before the Court.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy:

i. the steps taken or impact on conservation of energy:

Opportunity to increase green portfolio complying to Green mandate for Telecom Towers issued by DoT

Reduction in Carbon footprints with the help of clean technology

Operational efficiency through less power and cost efficiency resulting in high up time

ii. the steps taken by the Company for utilizing alternate sources of energy:

GTL Limited initiated a pilot project of installation of Fuel Cell System (FCS) instead of Diesel Generators (DG) on 54 Tower sites under OPEX model with a partner

- 54 FCS will run as per the preferred duty cycle to provide backup power to the sites and will operate during the grid power unavailability

iii. the capital investment on energy conservation equipments: Not Applicable

b. Technology Absorption:

i. the efforts made towards technology absorption:

- Installation of additional 100 FCS across various circles

- Undertaking the pilot project of Bio Mass Installation for ascertaining the implication on alternate energy initiatives and cost reduction

- Increasing portfolio of solar power site cover for existing sites

- Tower monitoring methodology for operators using NMS and bespoke portals to monitor additional sites across different operators and circles

- Automation of Trouble Tickets (TTs) from OSS alarms via BMC Remedy TT application

- Testing and implementation of solutions such as video surveillance and workforce tracking (WFT) on Pan India basis

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

- Enhanced ability with higher efficiency, optimizing technological resources, value for money returns and simplification of management of technical architecture

- Additional sites and tenancies being now monitored across 24x7 resulting enhancing the Up-time

- This can help in managing the operations error free with no human intervention as well higher alarm load to trouble tickets can be handled more precisely

- Real time view of activities from sites and people movement to take corrective actions and business decisions in time which should result in higher Up-time of sites

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. the details of technology imported:

b. the year of import:

c. whether the technology been fully absorbed : Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

iv. the expenditure incurred on Research and Development:

a. Capital Rs 1.54 Cr.

b. Recurring Rs 4.66 Cr.

C. Foreign exchange earnings and Outgo:

During the year under review the Company earned in terms of actual inflows foreign exchange of Rs. 0.89 Cr. and the foreign exchange outgo during the year under review in terms of actual outflows was Rs. 28.88 Cr. the particulars of which are appearing in Note No. 2.34 of the Notes to the Accounts.

24. INTERNAL FINANCIAL CONTROL SYSTEM

The details in respect of adequacy of internal financial control with reference to the financial statements are included in the MD&A Report, which forms part of this Report.

25. HUMAN RESOURCES

Our associate base stood at 5043 as on March 31,2015 as against 6383 as on March 31,2014. For full details refer to the Human Resources write up in the MD&A Report.

26. EXTRACT OF ANNUAL RETURN AS ON MARCH 31,2015

The required details are furnished in Annexure F (Form No. MGT-9) to this report.

27. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2014-15

4 (Four) meetings of the Board were held during the year, details of which are furnished in the Corporate Governance Report that forms part of the Directors' Report.

28. PROMOTER GROUP

The Company is a part of Global Group of Companies which is promoted by Mr. Manoj. G. Tirodkar. The promoter group holding in the Company currently is 44.23% of the Company's Paid-up Equity Capital. The members may note that the Promoter Group, in ter-alia comprises of Mr. Manoj. G. Tirodkar and Global Holding Corporation Pvt. Ltd.

29. PARTICULARS OF EMPLOYEES

In terms of the provisions of sub-rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, names and other particulars of the employees are required to be set out in an annexure to this report. Further, the report and the Financial Statement are being sent to the shareholders excluding the aforesaid annexure. In term of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said annexure are related to any Director of the Company.

30. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals. Members' attention is drawn to these items and Explanatory Statement annexed to the Notice.

31. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co- operation extended by the clients, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support.

On behalf of the Board of Directors,

Mumbai Manoj G. Tirodkar May 5, 2015 Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting their Twenty Sixth Annual Report together with the Audited Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS Rs. in Crores

FY 2013-14 FY 2012-13

Particulars Consolidated Standalone Consolidated Standalone

Total Income 2,633.04 2,265.11 2,601.32 2,171.58

Profit before Depreciation, Interest and Financial Charges (Net) and Tax (PBDIT) 228.46 205.99 192.93 179.16

Profit before Depreciation and Tax (PBDT) (380.87) (333.64) (373.86) (361.76)

Less: Depreciation 126.72 110.95 177.65 157.24

Profit before Tax and extra-ordinary items (480.94) (444.59) (551.51) (519.00)

Less: Provision for Taxation (incl. Short Provision for Income Tax and Deferred Tax) 29.25 25.18 3.26 0.37

Profit after Tax (PAT) before Extra-ordinary and Prior Period items (536.49) (469.77) (554.77) (519.37)

Add/(Less): Extra -ordinary Item 26.65 Nil Nil Nil

Add: Minority Interest 0.34 N.A. 0.13 N.A.

Add: Share Profits in Associates (24.89) N.A. 0.30 N.A.

Add: Excess Provision of Equity Dividend and Dividend Distribution Tax written back Nil Nil Nil Nil

Add: Balance brought forward from the last year (382.00) (668.46) 172.34 (149.09)

Profit available for Appropriation (943.39) (1,138.23) (382.00) (668.46)

Appropriations:

Recommended Equity dividend Nil Nil Nil Nil

Dividend Distribution Tax N.A. N.A. N.A. N.A.

Amount transferred to

- General Reserve Nil Nil Nil Nil

- Debenture Redemption Reserve Nil Nil Nil Nil Balance Carried Forward (943.39) (1,138.23) (382.00) (668.46)

2. RESULTS OF OPERATIONS AND BUSINESS OVERVIEW Results of Operations

The financial highlights for the year are as follows: On a consolidated basis:

- Revenue for the financial period under review was Rs. 2,633.04 Cr. as against Rs. 2,601.32 Cr. for the previous financial year.

- GTL, a Global Group Enterprise is a diversified technology and Infrastructure services Company focused on Telecom and Power businesses.

Business Overview and Recent Developments at Macro and Micro Economic levels

The telecom industry has shown marginal increase in subscriber base to 904.51 Mn. at the end of March 2014 against 861.66 Mn. at the end of February 2013, registering a growth of 4.97%, however, the growth is still below the subscriber base registered at 919.70 Mn. at the end of March

2012. The share of urban subscribers declined to 58.90% at the end of March 2014 from 60.50% in February 2013 vis-Ã -vis the share of rural subscribers which increased to 41.10% at the end of March 2014 from 39.50% in February 2013. With this, the overall tele-density in India has shown marginal improvement at 72.94 at the end of March 2014 vis-Ã -vis the overall tele-density of 70.42 in February 2013.

(Source: Telecom Regulatory Authority of India, Press Release dated May 12, 2014)

The Telecom industry continues to be under stress and had been dealing with several challenges on the financial, revenue and profitability fronts on one hand and Regulatory, Government and judicial scrutiny on other hand. The various factors adversely impacting the telecom and power sectors in general and the Company in particular, even post restructuring of its debts under Corporate Debt Restructuring mechanism were discussed in detail in earlier reports and the same are enumerated hereunder:

a. Cancellation of 2G licenses upheld by the Hon''ble Supreme Court;

b. Slower 3G and BWA growth;

c. Failed spectrum auctions;

d. Worsening performance of Telecom Operators;

e. Difficulty in raising fresh debt and equity;

f. Operators face huge penalties;

g. Debt woes of DISCOMs; h. Fuel supply issues; and

i. Delay in power tariff hikes.

Further, the Company was expected to get increased / additional business arising out of acquisition of telecom tower portfolio of Aircel Limited and its subsidiaries by the Company''s associate viz. Chennai Network Infrastructure Limited (CNIL). However, owing to various factors as stated above, Aircel failed to fulfil its minimum commitment of providing the required increased / additional business arising out of 20,000 new tenancies on Right of First Refusal basis to CNIL that resultantly affected adversely the Company''s business.

The stability in the Government at Centre is expected to have a positive effect on policy and investment climate, leading to telecom industry growing in the coming years.

As the Indian telecom market moves from voice to data, the telcos face new technology and infrastructure related challenges in meeting their expansion and customer experience goals. The advent of technologies like 4G LTE is further adding to those challenges. Additionally, with the recent success of the spectrum auctions, the sentiments of telecom operators have improved. Operators are now opening up to the possibility of embracing the next wave of mobile broadband revolution - both on coverage and capacity increase of 3G, and the adoption of 4G / LTE. (source: Light reading).

Major developments in the Industry

The year has been a turnaround year with signs of stability and clarity in regulation returning to the sector. The following are some of the major industry developments that are going to have an impact on the earnings and profitability of the sector.

Clarity in regulatory policy

There have been several policy initiatives by the government in the areas of spectrum auction, unified licensing, liberalization of the M&A norms etc. as mentioned below.

Spectrum:

- All spectrums required for access services are being allotted through a transparent auction process. The recently concluded spectrum auction in February 2014 is a testimony to this fact

- The Government has taken a decision to allow spectrum sharing. Detailed guidelines are expected soon

- The Government has also come out with a roadmap on spectrum availability as well FDI Policy:

- Foreign Direct Investment (FDI) is allowed up to 49% under automatic route and equity infusion beyond 49% up to 100% is with the approval of Foreign Investment Promotion

M&A norms

- The new rules require the acquiring telco to pay market rates (to the government) for spectrum above 4.4Mhz in the acquired telco

- The market share of the combined entity not to exceed 50%

Unified licensing

- All future telecom licenses will be granted as Unified Licenses, which will allow the provision of all voice and data services

- All Unified Licenses to have the validity of 20 years

Salient Features of Spectrum Auctions - Feb. 2014

- Reserve Price was lower than the previous auctions

- Total winning bids amounted toRs. 61,162 Cr.

- 900 MHz auction saw competitive bidding. Delhi Circle received bids of more than 200% of Reserve Price

- The Quantum of Spectrum available for 1800 MHz band, was higher

- Operators hedged against the upcoming 900 MHz auction in 2015, by buying spectrum in 1800 MHz

- 8 Major operators participated in the auction

- Airtel, Vodafone, Idea and Jio acquired 95% of the auctioned spectrum

Power

The distribution segment plays a crucial role in the overall functioning of the power sector because it is a part of the system which generates revenues needed to pay generation and transmission utilities. The viability of the power sector as a whole is therefore critically dependent on the health of the distribution sector.

The distribution sector continuous to be plagued by losses. Indian Banks started an exercise to restructure the debt of Discoms in 2012 under a government-sponsored Rs.2 Trillion bailout package. The efforts of the banks might not bear fruits if there is a downward revision of tariffs in the run up to or post elections.

The Delhi government took the lead on December 31, 2013 to cut tariffs by 50% for households consuming up to 400 units of power per month. On January 16, 2014, Haryana withdrew a tariff increase of up to 13% levied last year on households consuming 500 units a month. The Maharashtra government as well slashed power tariffs by 15-20% in all parts of the state except Mumbai on January 20, 2014.

The above said developments are substantially impacting the profitability and operations of the Discoms / Franchisee business (DF) for our Company.

However, in our opinion, it would take a considerably prolonged time in improving the economic scenario inter- alia the telecom and power sectors and in order to overcome the CDR scenario, the Company is contemplating bi-lateral / multi-lateral settlements, either one time, negotiated or otherwise, with the Lenders for which the Company may be required to initiate appropriate steps as elaborated in the proposals put forward before the members for approval.

Investment in GTL Infrastructure Limited (GIL)

GTL is the promoter of GIL and has invested Rs. 591.55 Cr. in GIL''s equity capital. GTL has also invested Rs. 1,637.48 Cr. in Chennai Network Infrastructure Limited (CNIL), an associate of GIL. Thus, GTL''s total investment in Tower business at cost is Rs. 2229.03 Cr.

After reaching settlement of dispute with IFCI and required approval obtained from the Regulators, on November 21, 2013, IFCI returned 17.55 Cr. equity shares of GIL and also released pledge on 9.71 Cr. equity shares of GIL, thereby restoring the shareholding of the Company in GIL to the earlier level of 27.26 Cr. equity shares.

3. CORPORATE DEBT RESTRUCTURING

a. Domestic Debt:

The Company has successfully implemented the Corporate Debt Restructuring (CDR) plan for its Rupee Term Loan. As on March 31, 2014, the amounts due and payable to CDR Lenders are as under:

Principal Â Rs. 2,173.31 Cr.

FITL - Rs. 334.34 Cr.

Interest - Rs. 25.67 Cr.

The CDR Debt outstanding in the books as of March 31, 2014, is Rs. 2,533.32 Cr.

b. Non-Convertible Debentures (NCDs):

The Company has also successfully completed restructuring of its debt in the form of Rated Redeemable Unsecured Rupee Non-Convertible Debentures (NCDs) as on March 22, 2014. In terms of the Restructuring Agreement, a sum of Rs. 123.80 Cr. is payable by the Company to the NCD holders in respect of interest on Funded Interest Term Loan and interest on restructured NCDs.

The Company is in the process of completion of documents for giving effect to restructuring and creation of security favouring NCD holders with the concurrence of CDR Lenders. As on March 31, 2014, the amounts due and payable to NCD holders are as under:

Principal Â Rs. 1,400.00 Cr.

Interest - Rs. 421.77 Cr.

The NCDs Debt outstanding in the books as of March 31, 2014, is Rs. 1821.77 Cr.

c. External Commercial Borrowings (ECB):

The Company availed loan in the form of External Commercial Borrowings (ECB) of US$ 150 Mn. in September 2006, due for repayment in September 2011. The Company and ECB lenders had agreed to an indicative term sheet for restructuring of the said loan and the same has been approved by Reserve Bank of India (RBI).

GTL has in the past and even today endeavours to take steps towards creation of security in favour of ECB lenders, closure of the ECB facility agreements, within its control to complete the ECB restructuring process. However, submissions by Standard Chartered Bank Mauritius (NCD Lender) against creation of security in favour of ECB lenders and resultant positions taken by certain ECB lenders and CDR Lenders have made it difficult for the Company to progress with the closure of the ECB restructuring process.

Despite all possible efforts taken by the Company, some ECB lenders have issued legal notice / threatened legal action against the Company for non-payment of interest and defaults, for which the Company has given suitable replies through its advocates. With the withdrawal of objection by SCB, the Company continues to take necessary steps to resolve inter-creditor issues among ECB and CDR Lenders. Subsequently the Facility Agent and Authorised Dealer have resigned and the Company is awaiting approval of new Facility Agent and Authorised Dealer.

As on March 31, 2014, the amounts due and payable to ECB lenders are as under:

Principal Â Rs. 899.25 Cr.

Interest - Rs. 86.67 Cr.

The ECB Debt outstanding in the books as of March 31, 2014 is Rs. 985.92 Cr.

4. DIVIDEND:

Since your Company is currently under Corporate Debt Restructuring Mechanism and moreover, in view of the accumulated losses, the Directors express their inability to recommend any dividend on the paid-up Equity and Preference Share Capital of the Company for the financial year ended March 31, 2014.

5. SHARE CAPITAL AND COMPULSORILY CONVERTIBLE DEBENTURES (CCDs)

Share Capital:

i) Equity:

The movement of Equity Capital due to allotment of shares consequent upon conversion of CCDs is as under:

No. of Particulars Equity Shares

Equity Capital as on April 1, 2013 156,957,693

Add: Allotment of Equity Shares on account of conversion of CCDs 339,088

Equity Capital as on March 31, 2014 157,296,781

The Company has only one class of equity shares and it has not issued equity shares with differential rights or sweat equity shares. Thus, the details required to be furnished for equity shares with differential rights and / or sweat equity shares as required under the Companies (Share Capital and Debentures) Rules, 2014 are not furnished.

Also, since the Company has cancelled all its outstanding Employee Stock Option Schemes in FY 2012-13, the details as required under the Companies (Share Capital and Debentures) Rules, 2014 and Securities and Exchange Board Of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are not furnished.

ii) Preference:

During the FY 2012-13, the Company had issued and allotted 650,000,000 Non Participating Optionally Convertible Cumulative Preference Shares of the face value of Rs. 10/- each aggregating Rs. 650 Cr. The Preference shareholder had option for conversion into equity shares at any time after six months but before eighteen months from the date of allotment viz. September 28, 2012, on the terms and conditions as detailed in Note No. 2.1.4. of Notes to Accounts for FY 2012-13. Since CDR documents do not permit issuance of fresh securities, the preference shareholder did not exercise its right for conversion of these preference shares into equity within the stipulated time period and resultantly; there will not be any impact on the Company''s equity capital.

iii) CCDs:

Consequent upon allotment of CCDs worth Rs. 0.93 Cr. to CDR Lender on April 3, 2013 under the CDR Scheme and its conversion into equity shares on April 4, 2013, the Share Capital of the Company has gone up from Rs. 156.96 Cr. to Rs. 157.30 Cr.

6. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

7. SUBSIDIARIES

a. In terms of the general approval granted under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/2011 dated February 8, 2011 copies of the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies have not been attached with the Balance Sheet of the Company. Financial Information of the subsidiary companies, as required by the said general approval has been furnished separately in the Consolidated Balance Sheet in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and related detailed information to the Company''s and the subsidiary companies shareholders, seeking such information at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder at the Registered/ Head Office of the Company and that of the respective subsidiary companies.

Further, pursuant to Accounting Standard 21 (AS 21) on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include information about its subsidiaries. The Company''s revenue from its overseas subsidiaries for the year ended March 31, 2014, on a consolidated basis was Rs. 371.19 Cr. (US$ 60.14 Mn.).

b. GTL has given guarantees to its subsidiaries and affiliates in its normal course of business in India and abroad. The guarantees are normally given:

- for performance of its Subsidiaries, Associates and affiliates for business obligations; and

- to enable its Subsidiaries & Associate companies to avail financial assistance.

8. CORPORATE GOVERNANCE

The Company is complying with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate Corporate Governance Report on compliance on Clause 49 of the Listing Agreement with the Stock Exchanges as reviewed and certified by M/s. Godbole Bhave & Co., Chartered Accountants and M/s. Yeolekar & Associates, Chartered Accountants the Joint Auditors of the Company is given in Annexure ''B'' to this Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on the Company''s performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is attached to this Report.

10. HUMAN RESOURCES

Our associate base stood at 6,383 as on March 31, 2014 as against 6,478, as on March 31, 2013. For full details refer to the Human Resources write up in the MD&A Report.

11. RISKS

A separate section on risks and their management is provided as a part of this Annual Report. It is important for shareholders and investors to be aware of the risks that are inherent in the Company''s businesses. The major risks faced by your Company have been outlined in this section to allow shareholders and prospective investors to take an independent view. We strongly urge Shareowners / Investors to read and analyze these risks before investing in the Company.

12. SOCIAL COMMITMENTS

The Company continued, during the year under review, to contribute towards social causes as described in the MD&A Report under the caption ''Corporate Social Responsibility''.

13. DIRECTORS

Pursuant to the provisions of Clause 49 of the Listing Agreement, Prof. Shamkant B. Navathe, Mr. Vijay M. Vij, Mr. D. S. Gunasingh, Mr. Navin J. Kripalani and Mr. Hemant Desai were appointed as Independent Directors. In terms of the provisions of the Companies Act, 1956, these directors were liable to retire by rotation.

In terms of the provisions of Section 149(4) of the Companies Act, 2013 (the Act), which came into effect from April 1, 2014, every listed public company is required to have at least one third of the total number of directors, as Independent Directors.

Mr. Vijay M. Vij, Mr. D. S. Gunasingh and Mr. Hemant Desai are due for retirement and eligible for appointment at the ensuing Annual General Meeting (AGM) of the Company. Accordingly, at the recommendations of the Nomination and Remuneration Committee, the Board proposes the appointment of Mr. Vijay M. Vij, Mr. D. S. Gunasingh, Prof. Shamkant B. Navathe and Mr. Navin J. Kripalani as Independent Directors under the provisions of Section 149 of the Act. These directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing AGM of the Company.

Mr. Hemant S. Desai, Director, has conveyed that due to ill health, he is not opting for re-appointment as a Director of the Company at the ensuing AGM.

Mr. B. L. Salian Â General Manager, Bank of India was appointed as Nominee of Bank of India on the Board of the Company w.e.f. February 5, 2013. Since Mr. Salian retired from the services of Bank of India and as conveyed to the Company by the Bank in February 2014, Mr. Salian has relinquished the office of Director since then. The Bank has identified replacement of Mr. Salian as a Nominee Director and the Company is awaiting completion of formalities for making the appointment.

The term of appointment of Mr. Sukanta Kumar Roy as Whole-time Director expired on July 26, 2013 and he did not opt for reappointment. Mr. Roy also retired as Director of the Company at the 25th Annual General Meeting held on September 17, 2013.

The Board places on record its deep appreciation and respect for the valuable advice and guidance received from Mr. S. K. Roy, Mr. Hemant S. Desai and Mr. B. L. Salian during their respective tenure as Directors of the Company.

The background of the Directors proposed for appointment / reappointment is given under the Corporate Governance section of the Annual Report.

14. PROMOTER GROUP

The Company is a part of Global Group of Companies which is promoted by Mr. Manoj. G. Tirodkar. The promoter group holding in the Company currently is 44.23% of the Company''s Paid-up Equity Capital. The members may note that the Promoter Group, inter-alia comprises of the following persons/entities: (1) Mr. Manoj. G. Tirodkar (2) Global Holding Corporation Pvt. Ltd. (3) Global SmartPower Private Limited.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Conservation of Energy:

As the Company is engaged in Network Services in the Telecom space and Power Distribution Franchisee business and has no activity pertaining to manufacturing, furnishing of details on conservation of energy is not applicable. However, the Company is working towards incorporating energy management solutions while it carries out the deployment and maintenance of the cell sites. The Company has carried out energy audits to optimize energy consumption in its office premises. The Company continues to invest in research and development towards green energy for towers.

ii) Technology Absorption:

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in the Annexure A to this Report.

iii) Foreign Exchange Earnings and Outgo:

During the year under review the Company earned foreign exchange of Rs. 1.89 Cr. and incurred foreign exchange expenditure of Rs. 43.64 Cr. the particulars of which are appearing in Note No. 2.32 of the Notes to the Accounts.

16. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars

of Employees) Rules, 1975, as amended, names and other particulars of the employees are required to be set out in an annexure to this Report. However, in terms of the Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said annexure are related to any Director of the Company.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors of GTL Limited, in respect of the year ended March 31, 2014, state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts on a going concern basis.

18. AUDITORS

M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, were appointed as Joint Auditors at the Twenty Fifth Annual General Meeting to hold office from conclusion of the said meeting till the conclusion of the next Annual General Meeting. The Company has received the necessary certificates from the Joint Auditors respectively pursuant to Sections 139 & 141 of the Companies Act, 2013 regarding their eligibility and qualifications for re-appointment. Accordingly, approval of members to the appointment of M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, as Joint Auditors of the Company is being sought at the ensuing Annual General Meeting.

19. COST AUDITORS

The Cost Audit Branch of Government of India, Ministry of Corporate Affairs (MCA), New Delhi, vide Cost Order No. 52/26/CAB/2010 dated May 2, 2011 have issued industry wise Orders for appointment of Cost Auditors from FY 2011- 12 onwards for companies carrying Telecom & Electricity activity. Also, as per the provisions of The Companies (Cost Accounting Records) Rules, 2011, applicable to all other products / activities of the Company, the Board of Directors of the Company has appointed M/s. V. G. Phadke & Co., Cost Accountants, Mumbai, as the "Cost Auditor" and "Cost Accountant" under Section 233B and Section 209(1)(d) respectively, of the Companies Act, 1956 for the Financial year 2013-14.

The relevant cost audit reports of FY 2012-13 were filed with Ministry of Corporate Affairs on September 26, 2013.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, and Rules thereunder as may be prescribed, on the recommendation of the Audit Committee the Board of Director has appointed M/s. V. G. Phadke & Co., Cost Accountants, Mumbai, as the Cost Auditor for the financial year 2014-15.

20. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals. Members'' attention is drawn to these items and Explanatory Statement annexed to the Notice.

21. GENERAL

Notes forming part of the Accounts are self-explanatory.

22. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support.

On behalf of the Board of Directors,

Mumbai Manoj G. Tirodkar

May 20, 2014 Chairman & Managing Director

Mar 31, 2013

The Directors take pleasure in presenting their Twenty Fifth Annual Report together with the Audited Accounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS

Rs. in Crore FY 2012-13 FY 2011-12 (12 months) (9 months) Particulars Consol idated Standa lone Consoli dated Standa lone

Total Income 2,601.32 2,171.58 1,864.69 1,506.99

Profit before Depreciation, Interest and Financial Charges (Net) andTax

(PBDIT) 192.92 179.16 115.96 133.93

Profit before Depreciation and Tax (PBDT) (373.86) (361.76) (335.97) (296.89)

Less: Depreciation 177.65 157.24 101.71 88.57

Profit before Tax and extra-ordinary items (551.51) (519.09) (437.68) (385.46)

Less: Provision for Taxation (incl. Short Provision for Income Tax and

Deferred Tax) 3.26 0.37 19.70 15.28

Profit after Tax (PAT) before Extra-ordinary and Prior Period items (554.77) (519.37) (457.38) (400.74)

Add/(Less): Extra-ordinary Item NIL NIL NIL NIL

Add: Minority Interest 0.13 (519.37) (0.23) N.A.

Add: Share Profits in Associates 0.30 N.A. (1.46) N.A.

Add: Excess Provision of Equity Dividend and Dividend Distribution Tax written back NIL NIL 20.41 11.35

Add: Balance brought forward from the last year 172.34 (149.09) 611.00 240.30

Profit available for Appropriation (382.00) (688.46) 172.34 (149.09)

Appropriations:

Recommended Equity dividend NIL NIL NIL NIL

Dividend Distribution Tax N.A. N.A. N.A. N.A.

Amount transferred to:

- General Reserve NIL NIL NIL NIL

- Debenture Redemption Reserve NIL NIL NIL NIL

Balance Carried Forward (382.00) (668.46) 172.34 (149.09)

2. RESULTS OF OPERATIONS AND BUSINESS OVERVIEW Results of Operations

The financial highlights for the year are as follows: On a consolidated basis:

- Revenue for the financial period under review was Rs. 2,601.32 Cr. as against Rs. 1,864.69 Cr. for the previous financial year.

- Order visibility as on March 31, 2013 stood at Rs. 2,650 Cr.

- GTL, a Global Group Enterprise is a diversified technology and Infrastructure services Company focused on Telecom and Power businesses.

Business Overview and Recent Developments at Macro and Micro Economic levels

In the year 2011, GTL shifted its focus from being only telecom centric company to a company that also focuses on the power sector.

The Indian telecom industry has shown marginal decrease in subscriber base in the last year. The mobile subscriber base in India has decreased to 861.66 Mn. at end of February 2013 as against 919.17 Mn. at the end of March 2012, registering a de-growth of 6.26%. The share of Urban subscribers that was giving higher average revenue per user has declined to 60.50% in February 2013 from 65.23% in March 2012 whereas share of Rural subscribers has increased to 39.50 % in February 2013 from 34.77% in the month of March 2012. With this, the overall Tele-density in India has fallen to 70.42 at the end of February 2013.

The Telecom Industry today is undergoing stress and has been dealing with several challenges on the financial, revenue and profitability fronts on one hand and Regulatory, Government and Judiciary on the other hand.

Some of the developments we believe that had negative impact on the Telecom and Power sectors are:

i. Cancellation of 2G licenses by SC upheld: Cancellation of 122 telecom licenses including that of Uninor, Videocon, Etisalat by the Supreme Court in February 2012 and the rejection of their final plea in January 2013 leading to a grinding halt of all 2G capital expenditure plans of these Operators.

ii. Slower 3G and BWA growth: Barely 3-4% of the 3G and BWA revenue/subscriber targets achieved for which Rs. 1.20 lakh crores has been spent by Operators towards license fees for 3G & BWA. Ongoing litigations over 3G roaming agreements has further dented the growth prospects of data service revenues.

iii. Failed Spectrum auctions: High reserve prices set for the November 20, 2012 auctions resulted into a poor response from Operators with no single operator bidding for a pan India license. More worse was the response for the March 2013 spectrum auctions with not even a single GSM operator participating in bidding leading to stagnation of tenancies on telecom towers.

iv. Worsening Performance of Telecom Operators: Falling subscribers and mounting operating losses with even leading operators like Bharti reporting consolidated losses over 12 consecutive quarters.

v. Freeze on fresh debt and equity: Anxiety and negative sentiments towards the sector due to financial stress, contentious tax claims and criminal investigations of Promoters and Banks related to previous spectrum allocations etc. resulted into complete freeze of fresh capital outlays towards the sector.

vi. Operators face huge penalties: On various counts almost every operator is facing some penalty from the regulator be it for spectrum, 3G roaming pacts, under reporting of revenues, non-compliance of KYC norms.

vii. Debt woes of DISCOMS: High indebtedness of the power generation and distribution companies has forced them to restructure their debts of Rs. 1.5 -1.7 lakh Cr.

viii. Fuel supply issues: Ongoing legal process in the alleged coal block allocation irregularities and non-honoring of fuel supply agreements continues to affect uninterrupted coal supply to power generation companies.

ix. Delay in power tariff hikes: Tariff hikes which are inevitable for financial sustainability and growth of the sector are delayed due to the regulatory and political interventions.

As a result, the telecom and power sectors are facing great difficulty in raising fresh capital from banks or investors. This has a direct impact on the telecom operatorsÂ ability to spend and has resulted into lower capital expenditure.

This on the other hand, has led to reduced opportunities for Network Services Companies in India. The factors that will drive growth for network services business in India are as follows:

i) Growth of Data Services in Indian Telecom Market: The increasing usage of smart phones, and the growth of Value Added Services and the resultant growth in the data usage would require further investments in augmenting the network;

ii) Focus on rural expansion: With mobile coverage expected to increase, especially in rural areas, the operators are expected to invest in rural region;

iii) Rollout of 3G and BWA services: The expansion of the 3G networks and rollout of BWA networks will also impact positively, leading to growth in network services;

iv) Quality of Service: As the coverage targets have been achieved by most of the operators, the focus has now shifted to the quality of service and differentiating the customer experience. This is expected to drive consulting revenue in term of benchmarking networks and optimization services.

Global uncertainties, especially in Europe have led to reduced spending by telecom operators and OEMs across the world. The operators are focusing on optimizing their existing networks and are spending minimum on rolling out new networks.

We believe that sectoral woes need favorable consideration not only from the point of view of affected Corporates and Lenders but also from the systemic impact it shall have on consumers/users in Telecom and Power sector.

It is general consensus among market participants and policy makers that given the current state of associated uncertainties in both the telecom and the power sector it may take atleast 2-3 years for these sectors to recover, stabilize and get into a growth mode again.

Investment in GTL Infrastructure Limited (GIL)

GTL is the promoter of GIL and has invested Rs. 291.23 Cr. in GILÂs equity capital. GTL has also invested in Chennai Network Infrastructure Limited (CNIL), an associate of GIL, Rs. 1,637.48 Cr. in CNILÂs equity capital. Thus, GTLÂs total investment in Tower business at cost is Rs. 1,928.71 Cr.

GTL has arrived at an agreement to resolve the dispute with IFCI. On successful completion of the pact with IFCI and resultant return of the pledged/ invoked 17.65 Cr. equity shares of the CompanyÂs investment in GIL, GTLÂs total investment in Tower business at cost will be Rs. 2,230.79 Cr.

3. CORPORATE DEBT RESTRUCTURING

Debt Restructuring

The Company has successfully implemented the Corporate Debt Restructuring plan for its Rupee Term Loan. The CDR Debt outstanding in the books as of March 31, 2013, is Rs. 2,310.88 Cr.

Currently, the Company is in negotiation with the ECB lenders and NCD holders for restructuring of US$ 150 Mn. and Rs. 1,400 Cr. loans respectively.

4. DIVIDEND:

Since your Company has posted losses and is currently under Corporate Debt Restructuring Mechanism, your Directors express their inability to recommend any dividend on the paid up Equity Share Capital of the Company for the financial year ended March 31, 2013.

5. SHARE CAPITAL, EMPLOYEE STOCK OPTION PLANS (ESOPs) AND COMPULSORILY CONVERTIBLE DEBENTURES (CCDs)

i. Share Capital:

a. Equity:

The movement of Equity Capital due to allotment of shares consequent upon conversion of ESOPs & CCDs is as under:

Particulars No. of Equity Shares

Equity Capital as on April 1, 2012 97,267,833

Add: Allotment of Equity Shares on NIL account of Conversion of ESOPs

Add: Allotment of Equity Shares on 59,689,860 account of conversion of CCDs

Equity Capital as on March 31, 2013 156,957,693

b. Preference:

During the year under review, the Company has issued and allotted 65,00,00,000 Non Participating Optionally Convertible Cumulative Preference Shares of the face value of Rs. 10/- each aggregating Rs. 650 Cr. The Preference shareholder has option for conversion into equity shares at any time after six months but before eighteen months from the date of allotment viz. September 28, 2012, on the terms and conditions as detailed in Note No. 2.1.4. of Notes to Accounts. In view of the ''pricing formulaÂ it is not possible for furnishing number of shares that may be issued on conversion and also the likely impact on equity.

ii. ESOPs:

During the year under review the Company closed all the outstanding ESOP Schemes and cancelled / lapsed 23,70,903 warrants in the hands of employees pending conversion along with 70,10,636 warrants in the kitty and hence the information required to be furnished in this report under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is not furnished.

iii. CCDs:

Consequent upon allotment of CCDs worth Rs. 187.84 Cr. and Rs. 45.15 Cr. to CDR Lenders and the Promoter respectively on April 28, 2012 under the CDR Scheme and its conversion into equity shares on June 12, 2012 and further allotment of CCDs worth Rs. 38.30 Cr. to the Promoter on July 12, 2012 under the CDR Scheme and its conversion into equity shares on July 19, 2012, the Share Capital of the Company has gone up from Rs. 97.27 Cr. to Rs. 156.96 Cr.

6. CAPITAL MARKET DEVELOPMENTS

Trading Group

The CompanyÂs equity shares are listed with the BSE Limited (BSE) under the category ''Group BÂ. The CompanyÂs equity shares are listed with National Stock Exchange of India Limited (NSE) under the category ''S&P CNX 500Â. The Rated Redeemable Unsecured Rupee Non-Convertible Debentures privately placed by the Company are listed with BSE under the Debt Segment.

Average daily traded volumes

The average daily traded volume in the CompanyÂs shares on BSE and NSE was 268,646 and 476,254 shares respectively, in the year ended March 31, 2013 as against 1,550,725 and 3,033,266 shares respectively in the previous financial year ended March 31, 2012 (9 months).

7. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

8. SUBSIDIARIES

a) In terms of the general approval granted under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its General

Circular No. 2/2011 dated February 8, 2011 copies of the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies have not been attached with the Balance Sheet of the Company. Financial Information of the subsidiary companies, as required by the said general approval has been furnished separately in the Consolidated Balance Sheet in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and related detailed information to the CompanyÂs and the subsidiary companies shareholders, seeking such information at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder at the Registered/ Head Office of the Company and that of the respective subsidiary companies.

Further, pursuant to Accounting Standard 21 (AS 21) on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include information about its subsidiaries. The CompanyÂs revenue from its overseas subsidiaries for the year ended March 31, 2013, on a consolidated basis was Rs. 431.39 Cr. (US$ 79.43 Mn.).

b) GTL has given guarantees to its subsidiaries and affiliates in its normal course of business in India and abroad. The guarantees are normaly given:

- for performance of its Subsidiaries, Associates and affiliates for business obligations; and

- to enable its Subsidiaries & Associate companies to avail financial assistance.

9. CORPORATE GOVERNANCE

The Company is complying with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate Corporate Governance Report on compliance on Clause 49 of the Listing Agreement with the Stock Exchanges as reviewed and certified by M/s. Godbole Bhave & Co., Chartered Accountants and M/s. Yeolekar & Associates, Chartered Accountants the Joint Auditors of the Company is given in Annexure ''BÂ to this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on the CompanyÂs performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is attached to this Report.

11. HUMAN RESOURCES

Our associate base stood at 6,478, as on March 31, 2013 as against 8,710 as on March 31, 2012. For full details refer to the Human Resources write up in the MD&A Report.

12. RISKS

A separate section on risks and their management is provided as a part of this Annual Report. It is important for shareholders and investors to be aware of the risks that are inherent in the CompanyÂs businesses. The major risks faced by your Company have been outlined in this section to allow shareholders and prospective investors to take an independent view. We strongly urge Shareowners/Investors to read and analyze these risks before investing in the Company.

13. SOCIAL COMMITMENTS

The Company continued, during the year under review, to contribute towards social causes as described in the MD&A Report under the caption ''Corporate Social ResponsibilityÂ.

14. DIRECTORS

Prof. Shamkant B. Navathe and Mr. Sukanta Kumar Roy, Directors retire by rotation at the forthcoming Annual General Meeting. Prof. Navathe Director being eligible offers himself for re-appointment.

Mr. Sukanta Kumar Roy Â Whole-time Director is retiring as a Director in the ensuing Annual General Meeting and in view of his personal commitments has decided not to seek re-appointment.

Prof. S. C. Sahasrabudhe Â Independent Director and Mr. Charudatta Naik Â Whole-time Director retired as Directors of the Company at the 24th Annual General Meeting held on September 12, 2012. Since Mr. Sadanand D. Patil Â Senior Director has been assigned executive responsibility in the Group Company; he relinquished the position as Director of the Company effective March 28, 2013.

The Board places on records its deep appreciation and respect for the valuable advice and guidance received from Prof. Sahasrabudhe, Mr. Naik and Mr. Patil during their tenure as Directors of the Company.

Mr. Ajay Sharma Â General Manager IDBI Bank Limited and Mr. B. L. Salian Â General Manager Bank of India were appointed as Nominees of IDBI Bank and Bank of India on the Board of the Company w.e.f. October 8, 2012 and February 5, 2013 respectively.

Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors in its meeting held on August 3, 2013 appointed Mr. Arun Prabhukhanolkar as an Additional Director and Whole-time Director of the Company. He holds office up to the date of the ensuing Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956, proposing his appointment as a Director liable to retire by rotation. Also, the Board has placed an appropriate resolution for appointment of Mr. Prabhukhanolkar as a Director and the Whole-time Director respectively for a period of 3 years effective August 1, 2013, for consideration of members.

Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on August 3, 2013 re-appointed Mr. Manoj G. Tirodkar as the Chairman & Managing Director of the Company. The Board has placed an appropriate resolution for re-appointment of Mr. Tirodkar as Chairman & Managing Director for a period of 5 years effective August 18, 2013, for consideration of members.

The background of the Directors proposed for appointment/ reappointment is given under the Corporate Governance section of the Annual Report.

15. PROMOTER GROUP

The Company is a part of Global Group of Companies which is promoted by Mr. Manoj. G. Tirodkar. The promoter group holding in the Company currently is 44.33% of the CompanyÂs Paid- up Equity Capital. The members may note that the Promoter Group, inter-alia comprises of the following persons/entities: (1) Mr. Manoj. G. Tirodkar (2) Global Holding Corporation Pvt. Ltd. (3) Global SmartPower Private Limited.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy:

As the Company is engaged in Network Services and has no activity pertaining to manufacturing, furnishing of details on conservation of energy is not applicable. However, the Company is working towards incorporating energy management solutions while it carries out the deployment and maintenance of the cell sites. The Company has carried out energy audits to optimize energy consumption in its office premises. The Company continues to invest in research and development towards green energy for towers.

b) Technology Absorption:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in the Annexure ''AÂ to this Report.

c) Foreign Exchange Earnings and Outgo:

During the year under review the Company earned foreign exchange of Rs. 1.56 Cr. and incurred foreign exchange expenditure of Rs. 33.36 Cr. the particulars of which are appearing in Note No. 2.28 of the Notes to the Accounts.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of the employees are required to be set out in an annexure to this Report. However, in terms of the Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said annexure are related to any Director of the Company.

18. DIRECTORSÂ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors of GTL Limited, in respect of the year ended March 31, 2013, state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

19. AUDITORS

M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, were appointed as Joint Auditors at the Twenty Fourth Annual General Meeting to hold office from conclusion of the said meeting till the conclusion of the next Annual General Meeting. The Company has received the necessary certificates from the Joint Auditors respectively pursuant to Section 224(1B) of the Companies Act, 1956 regarding their eligibility for re-appointment. Accordingly, approval of members to the appointment of M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, as Joint Auditors of the Company is being sought at the ensuing Annual General Meeting.

20. COST AUDITORS

The Cost Audit Branch of Government of India, Ministry of Corporate Affairs (MCA), New Delhi, vide Cost Order No. 52/26/ CAB/2010 dated May 2, 2011 have issued industry wise Orders for appointment of Cost Auditors from FY 2011-12 onwards for companies carrying Telecom & Electricity activity. Also, as per the provisions of The Companies (Cost Accounting Records) Rules, 2011, applicable to all other products / activities of the Company, the Board of Directors of the Company has appointed M/s. V. G. Phadke & Co., Cost Accountants, Mumbai, as the "Cost AuditorÂ and "Cost AccountantÂ under Section 233B and Section 209(1)(d) respectively, of the Companies Act, 1956 for the Financial year 2012-13.

The relevant cost audit reports of FY 2011-12 were filed with Ministry of Corporate Affairs on January 16, 2013.

21. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals. MembersÂ attention is drawn to these items and Explanatory Statement annexed to the Notice.

22. GENERAL

Notes forming part of the Accounts are self-explanatory.

23. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support.

On behalf of the Board of Directors,

Mumbai Manoj G. Tirodkar

August 3, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors take pleasure in presenting their Twenty Fourth Annual Report together with the Audited Accounts for the year ended March 31, 2012 (Nine months).

1. FINANCIAL RESULTS

Rs. in Crores

F.Y. 2011-12 F.Y. 2010-11

Particulars (9 months) (15 months)

Consolidated Standalone Consolidated Standalone

Total Income 1,914.02 1,550.85 4,214.77 3,352.56

Profit before Depreciation, Interest and Financial Charges (Net) and Tax (PBDIT) 87.08 105.35 631.31 520.63

Profit before Depreciation and Tax (PBDT) (335.97) (296.88) 390.26 301.86

Less: Depreciation 101.71 88.57 104.40 87.56

Profit before Tax and extra-ordinary items (437.68) (385.45) 285.86 214.30

Less: Provision for Taxation (incl. Short Provision for Income Tax and Deferred Tax) 19.70 15.28 73.70 72.12

Profit after Tax (PAT) before Extra-ordinary and Prior Period items (457.38) (400.73) 212.16 142.18

Add/(Less): Extra- ordinary Item NIL NIL NIL NIL

Add: Minority Interest (0.23) N.A. (0.08) N.A.

Add: Share Profits in Associates (1.46) N.A. (13.82) N.A.

Add: Excess Provision of Equity Dividend and Dividend Distribution Tax written back 20.41 11.35 1.06 1.07

Add: Balance brought forward from the last year 611.00 240.30 563.04 248.39

Profit available for Appropriation 172.34 (149.09) 762.34 391.64 Appropriations:

Recommended Equity dividend NIL NIL 9.73 9.73

Dividend Distribution Tax N.A. N.A. 1.62 1.62 Amount transferred to

- General Reserve NIL NIL NIL NIL

- Debenture Redemption Reserve NIL NIL 140.00 140.00 Balance Carried Forward 172.34 (149.09) 611.00 240.30

In giving effect to the Accounting Standard 21 (AS 21) on Consolidated Financial Statements, brought out by the Institute of Chartered Accountants of India during the FY 2003-04, the Company has prepared its accounts on a consolidated basis.

The Company has accounted investment in its associates under the criteria set under (AS 23) on "Accounting for Investment in Associate in Consolidated Financial Statement", using Equity method and has classified these Investments as long term.

The Company's Share in Associate, Global Rural Netco Limited is accounted for based on Un-audited financial results for the period ended March 31, 2012. The Company has, as at March 31, 2012 investment in GTL Infrastructure Limited (GIL) of Rs. 291.23 Crs. and in Chennai Network

Infrastructure Limited (CNIL) Rs. 1,637.48 Crs., aggregating Rs. 1,928.71 Crs., which includes investment made for acquisition of tower assets from Aircel and its subsidiaries.

GIL and CNIL have proposed a merger and merger petitions were filed with the High Courts at Bombay and Madras respectively. The Bombay High Court has granted its approval for the proposed merger; however, the approval from the High Court at Madras is awaited.

In order to give appropriate financial impact, the share in associate in the resulting merged entity will be accounted post merger. This treatment being in preference to the Accounting Standard has been reported by Auditors. The Share in Associate, GIL is considered up to September 30, 2010.

GTL extended its FY 2010-11 for 15 months period ended on June 30, 2011. Resultantly, the FY 2011-12 consists of 9 months period and hence, the financial results for FY 2010-11 and FY 2011-12 are not comparable.

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

2. RESULTS OF OPERATIONS AND BUSINESS OVERVIEW Results of Operations

The financial highlights for the year are as follows:

On a consolidated basis,

- Revenue for the financial period under review was Rs. 1,864.69 Crs. as against Rs. 3,943.15 Crs. for the previous financial year.

- Order visibility as on March 31, 2012 stood at Rs. 2,800 Crs.

GTL, a Global Group Enterprise is a diversified technology and Infrastructure services Company focused on Telecom and Power. Over the last year the Company has diversified into the Power sector.

Some of the significant contracts received are as follows:

- GTL won its first contract in the Canadian market for offering Network Planning & Design Service of a 3G network for a new integrated communications company.

- GTL Power Division bagged two separate turnkey contracts worth Rs. 188 Crs. approx. (USD 35 Mn. approx.) to be implemented over a period of 24 months from Maharashtra State Electricity Development Corporation Limited (MSEDCL) under Re-structured Accelerated Power Development and Reform Program (R-APDRP) Part-B scheme for Jalgaon and Kalyan Zone, Maharashtra State.

- GTL Americas awarded a prestigious contract by AT&T. It's the first project of its kind where a specialized application is used on Android Handsets (Smartphone's & Tablets) to measure Quality of Service and Key performance indicators on AT&T's LTE Network.

- GTL Africa recently won its first Managed Services contract from Huawei in Uganda for a duration of two years.

Business Overview

Last year, GTL shifted its focus from being only telecom centric company to a company that also focuses on the power sector. The Indian telecom industry has shown minimal growth in the last year. The mobile subscriber base in India has increased to 919.17 Mn. at the end of March 2012, registering a growth of 0.88%. The share of urban subscribers that was giving higher average revenue per user has declined to 65.23% from 65.59% whereas share of rural subscribers has increased to 34.77% in the month of March 2012. With this, the overall tele-density in India has reached 78.66 at the end of March, 2012.

The Telecom Industry today is undergoing stress and has been dealing with several challenges on the financial, revenue and profitability fronts on one hand and Regulatory, Government and Judiciary on the other hand.

Some of the developments we believe that had negative impact on the sector are:

i) Cancellation of 122 - 2G licenses by Supreme Court;

ii) TRAI recommendations for fixation of higher reserve price (13 times) for spectrum auction;

iii) Re-farming of 900 MHz spectrum leading to higher investment by all telecom operators;

iv) Shutting down of Indian operations by Etisalat DB, Loop Telecom and S Tel & divestment by Qualcomm;

v) Slower than expected off take of the 3G roll outs, and the delay in rolling out the BWA networks even after a year of paying out the license fees.

As a result, the telecom sector has great difficulty to raise any capital from banks or investors. This has a direct impact on the telecom operators' ability to spend and has resulted into lower capital expenditure. The 3G rollouts were limited to the top 40 cities in India and the primary focus has been on upgrading and utilizing the existing infrastructure. However, as the roll out spreads it will lead to growth of telecom sector.

This has led to reduced opportunities for Network Services Companies in India. The factors that will drive growth for network services business in India are as follows:

i) Growth of Data Services in Indian Telecom Market: the increasing usage of smart phones, and the growth of Value Added Services and the resultant growth in the data usage would require further investments in augmenting the network;

ii) Focus on rural expansion: with mobile coverage expected to increase, especially in rural areas, the operators are expected to invest in rural region;

iii) Rollout of 3G and BWA services: The expansion of the 3G networks and rollout of BWA networks will also impact positively, leading to growth in network services;

iv) Quality of Service: the recently launched mobile number portability has encouraged competition amongst operators to lure new customers and retain the existing user base. This is expected to drive consulting revenue in term of benchmarking networks.

Global uncertainties, especially in Europe have led to reduced spending by telecom operators and OEMs across the world. The operators are focusing on optimizing their existing networks and are spending minimum on rolling out new networks.

Investment in GTL Infrastructure Limited (GIL)

GTL is the promoter of GIL and has invested Rs. 291.23 Crs. in Equity Capital. GTL has also invested in CNIL, a subsidiary of GIL, Rs. 1,068.12 Crs. in Equity Capital and Rs. 569.36 Crs. in 0% Unsecured Compulsorily Convertible Debentures. Thus GTL's total investment in Tower business at cost is Rs. 1,928.71 Crs.

GTL is in negotiations for resolution of dispute with IFCI and based on such negotiations, the proposed return of pledged/ invoked 17.65 Crs. Equity Shares of Company's investment in GIL, GTL's total investment in Tower business at cost will be Rs. 2,230.79 Crs.

3. MACRO & MICRO ECONOMIC SCENARIO, CORPORATE DEBT RESTRUCTURING AND PLEDGE OF PROMOTER/PROMOTER GROUP SHAREHOLDING IN THE COMPANY.

Global Macro Economic Scenario

The sluggish recovery shall remain the most likely global macro economic scenario, where the world economy will continue to recover from the 2009 recession at a moderate pace, returning to trend growth rates with persistent unemployment and budget deficits in developed markets.

FY 2011-12 saw deleveraging efforts, elevated unemployment levels, lingering real estate market problems, and a shift of policy priorities towards fiscal consolidation which will continue to constrain growth in a number of high-income economies. At the same time, the solid economic pace in emerging markets will limit the risk of a 'double- dip' recession.

There is a downside risk to the outlook, which has risen and may continue through FY 2012-13.The global economy is facing headwinds coming from every major region of the world. The continuation of the economic recovery depends on all of the following:

- There is a need to maintain the momentum of the US economic recovery which incorporates unresolved issues of the medium- term fiscal consolidation plan and the debt ceiling and which if ensured would help preserve market confidence;

- The Euro Zone has been fighting to prevent the debt problems affecting peripheral sovereigns from spreading to larger countries vis-a-vis European-wide financial system;

- The Chinese and Indian economies are also not insulated from the global economic conditions as the economies need engineering of a 'soft landing' for the overheating faced by both the countries. If these factors are taken care of, they will help restart the growth engines, compensating for the de growth in other economies;

- There is also the concern that lingers which is the inflation in commodity prices worldwide. An oil supply-side shock could not only have direct negative implications for growth but could also contribute to inflationary pressures and consequent increases in interest rates.

Thus Global Macroeconomic condition is very fluid due to various socio-economic, socio-political reasons.

Indian Macro Economic Scenario and Telecom Industry

Economists have viewed that the global macro economic situation would not have much impact on the Indian economy considering the large population thereby generating automatic demand for industrial products. The Indian economy is also experiencing turbulences for past about two years due to various factors such as high interest rates, increase in cost of fuel mainly due to dependency of our economy on import of large quantum of fuel from overseas market, policies addressing various issues affecting our economy due to political compulsions etc. Certain Global Credit rating agencies have downgraded India's economic prospective as downside risks to India have increased, most recently with the sharp depreciation of the currency, which will add to already-high inflationary pressures. With growth decelerating quite rapidly, this leaves policy makers with a dilemma. If they raise rates to protect the currency, the headwinds to demand will worsen, but if they cut rates to support output, the currency may fall further. But if the country is able to boost demands and bring harmony to the varied policies and stabilize its political scenario there could be a probable upgrade in the credit rating.

Besides the uncertainty prevailing in Indian Economy, the telecom sector has been affected to a great extent due to ongoing investigations in 2G Scam and the aftermath, uncertainty on new telecom policy and order passed by the Supreme Court in the recent past thereby cancelling 122 telecom licenses and utter confusion prevailing as to re-allotment of these licenses through bidding process. Due to various negative actions or inaction by the government in implementing right policies, the overseas telecom operators who have entered the Indian Telecom Market have moreover decided to exit from the Indian market that will have further blow on investment climate in the country and particularly the Telecom Sector. This has major adverse effect on development of the telecom industry as the uncertainty created over licensing and pricing by various authorities including Telecom Regulatory Authority of India and Department of Telecommunication is likely to make the telecom business unviable. The steep increase in the cost of license and telephone rates would result in creating low demand for telecom products thereby affecting the revenue and profitability of telecom operators. Players in the Telecom business are reeling under various pressures as narrated under:

a) Telecom operators deposited more than Rs. 1,00,000 Crs. as spectrum money for 3G networks and BWA related networks. However, there has not been corresponding income related thereto;

b) The 2G scam and its impact on telecom rollout has been negative. Operators have deferred Capex, new equity is not coming into the telecom sector and FDI for telecom / tower space has been virtually non-existent for last about two years;

c) Several International Investors e.g. Etisalat, Telenor, Vodafone, Maxis Aircel have been engaged in various investigations and related issues resulting in lack of confidence in the telecom sector by International strategic investors;

d) The landmark judgment passed by the Honorable Supreme Court of India on February 2, 2012 thereby cancelling 122 telecom licenses; and

e) Dampening investment climate in the Telecom Sector by announcing the exit by one of the service providers Etisalat due to after effect of cancellation of its telecom license and likelihood of other foreign telecom partners / operators following suit.

Recent recommendations by TRAI about re-farming of spectrum and putting up a reserve price for spectrum auction has further vitiated the already confused regulatory scenario and has led to a huge uproar from the incumbent telecom operators who have made representations to the Telecom ministry to relook at the TRAI recommendations.

Due to the uncertain scenario at the Global and Indian macro level, many overseas reputed companies were witness to face liquidation and similarly Indian companies from different industries are also reeling under pressure of demand supply mechanism, unviable business conditions that turned many companies from black into red resulting into unviable business units in the current scenario. To overcome various pressures, some companies are required to restructure their debts and refer it to Corporate Debt Restructuring Cell (CDR Cell).

Corporate Debt Restructuring

Due to the factors affecting economies at macroeconomic and industry related issues, your Company had referred proposal for restructuring its debts to CDR Cell and the Company received approval vide their Letter of Approval dated December 23, 2011. We give herein below in nutshell the restructuring proposal approved to the Company:

a) Out of the outstanding Credit Facilities in Rupee terms as of cut- off date viz. July 1, 2011, part of the amount viz. Rs. 2,299.42 Crs. shall continue as Rupee Term Loan, repayable within 10 years (by March 2021) having 21 months moratorium for repayment viz. till March 31, 2013 and some facilities would continue in the form of Continuing Working Capital facilities of about Rs. 495.96 Crs.

b) Interest on Term Loan from cut-off date till March 31, 2013 is converted into Funded Interest Term Loan repayable from FY 2014 to FY 2017;

c) Overall reduction in interest rates during the term of the loan;

d) Part of the outstanding credit facilities as of cut-off date will be converted into Compulsorily Convertible Debentures (CCDs) to be issued to CDR Lenders carrying coupon rate of 1% per annum. After completion of formalities inter-alia obtaining various approvals, the Company has allotted CCDs amounting Rs. 187.84 Crs. to the CDR Lenders on April 28, 2012 and the same were converted into Equity Shares on June 12, 2012;

e) Credit Facilities of Rs. 650 Crs. availed by the Company from ICICI Bank have been transferred to Chennai Network Infrastructure Limited (CNIL). Accordingly, the Company owes an amount of Rs. 650 Crs. to CNIL;

f) Outstanding amount towards Non-Convertible Debentures (NCDs) issued by the Company of Rs. 1,400 Crs. plus interest outstanding thereon would also be restructured on the same basis as other CDR loans;

g) Credit Facilities availed by the Company in the form of External Commercial Borrowings (ECBs) of US$ 150 Mn. are being restructured separately. ECB of US$ 66.67 Mn. (Rs. 333.34 Crs.) would be converted into Rupee Term Loan under the CDR mechanism and balance US$ 83.33 Mn. to be continued as ECB, subject to regulatory clearances and would correspondingly be restructured;

h) CCDs worth Rs. 83.45 Crs. would be issued to the Promoters of the Company against their contribution.

Pledge of Promoter & Promoter Group shareholding in the Company

Further to the information furnished in the Directors' Report for the FY 2010-11, the Company's shares held by one of the promoters and pledged with ICICI Bank that were subsequently appropriated by ICICI Bank have been transferred back to the Promoter. Resultantly, the Promoter shareholding in the Company has been restored to original level of 52.66% from 23.47% based on the outstanding capital of the Company as on March 31, 2012.

The Promoters shareholding in the Company is about 41.17% based on the expanded capital post allotment of Equity Shares upon conversion of Compulsorily Convertible Debentures issued to CDR Lenders and Promoter under the CDR Scheme.

4. DIVIDEND:

Since your Company is currently under Corporate Debt Restructuring Mechanism, your Directors express their inability for recommending any dividend on the paid up Equity Share Capital of the Company for the financial year ended March 31, 2012.

5. SHARE CAPITAL, EMPLOYEE STOCK OPTION PLANS (ESOPs) AND COMPULSORILY CONVERTIBLE DEBENTURES (CCDs):

i. Equity:

The movement of Equity Capital due to allotment of shares consequent upon conversion of ESOPs is as under:

Particulars No. of Equity Shares

Equity Capital as on June 30, 2011 97,267,833

Add: Allotment of Equity Shares on NIL

account of Conversion of ESOPs

Equity Capital as on March 31, 2012 97,267,833

ii. Preference:

During the year under review, the Company has not issued, allotted or redeemed any preference shares.

iii. ESOPs:

ESOP was introduced and implemented in FY 1998-99 to enable the employees of the Company to participate in the future growth and success of the Company. As on March 31, 2012 a total of 143 employees hold 2,370,903 stock options, allotted under various schemes. As required by Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the particulars of ESOPs are furnished in Annexure 'B' to this Report.

Assuming full conversion of options into equity shares to the eligible employees of the Company and its subsidiaries, the fully diluted equity capital of the Company would be as under:

Particulars No. of Equity Shares

Equity Capital on March 31, 2012 97,267,833

Add: Full ESOP Conversion 2,370,903

Fully Diluted Equity Capital 99,638,736

iv. CCDs:

Consequent upon allotment of CCDs worth Rs. 187.84 Crs. and Rs. 45.15 Crs. to CDR Lenders and the Promoter respectively on April 28, 2012 under the CDR Scheme and its conversion into equity shares on June 12, 2012, the Share Capital of the Company has gone up from Rs. 97.27 Crs. to Rs. 148.53 Crs.

6. CAPITAL MARKET DEVELOPMENTS:

Trading Group

The Company's equity shares are listed with the BSE Limited (BSE) under the category 'Group B'. The Company's equity shares are listed with National Stock Exchange of India Limited (NSE) under the category 'S&P CNX 500'. The Rated Redeemable Unsecured Rupee Non-Convertible Debentures privately placed by the Company are listed with BSE under the Debt Segment.

Average daily traded volumes

The average daily traded volume in the Company's shares on BSE and NSE was 1,550,725 and 3,033,266 shares respectively, in the year ended March 31, 2012 (9 months period) as against 381,928 and 822,754 shares respectively in the previous financial year consisting of 15 months.

7. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

8. SUBSIDIARIES

a) In terms of the general approval granted under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011 copies of the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies have not been attached with the Balance Sheet of the Company. Financial Information of the subsidiary companies, as required by the said general approval has been furnished separately in the Consolidated Balance Sheet in the Annual

Report. The Company will make available the Annual Accounts of the subsidiary companies and related detailed information to the Company's and the subsidiary companies shareholders, seeking such information at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder at the Registered / Head Office of the Company and that of the respective subsidiary companies.

Further, pursuant to Accounting Standard 21 (AS 21) on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include information about its subsidiaries. The Company's revenue from its overseas subsidiaries for the period ended March 31, 2012, on a consolidated basis was Rs. 359.90 Crs. (US$ 71.66 Mn.).

b) GTL has given guarantees to its subsidiaries and affiliates in its normal course of business in India and abroad. The guarantees are given:

- for performance of its Subsidiaries, Associates and affiliates for business obligations; and

- to enable its Subsidiaries & Associate companies to avail financial assistance.

9. CORPORATE GOVERNANCE

The Company is complying with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate Corporate Governance Report on compliance on Clause 49 of the Listing Agreement with the Stock Exchanges as reviewed and certified by M/s. Godbole Bhave & Co., Chartered Accountants and M/s. Yeolekar & Associates, Chartered Accountants the Joint Auditors of the Company is given elsewhere in this Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on the Company's performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is attached to this Report.

11. HUMAN RESOURCES

Our associate base stood at 8,204 as on June 30, 2012 as against 9,612 as on June 30, 2011. For full details refer to the Human Resources write up in the MD&A Report.

1 2. RISKS

A separate section on risks and their management is provided as a part of this Annual Report. It is important for shareholders and investors to be aware of the risks that are inherent in the Company's businesses. The major risks faced by your Company have been outlined in this section to allow shareholders and prospective investors to take an independent view. We strongly urge Shareowners/Investors to read and analyze these risks before investing in the Company.

13. SOCIAL COMMITMENTS

The Company continued, during the year under review, to contribute towards social causes as described in the MD&A Report under the caption 'Corporate Social Responsibility'.

14. DIRECTORS

Prof. S. C. Sahasrabudhe, Mr. Charudatta Naik and Mr. Vijay Vij, Directors retire by rotation at the forthcoming Annual General Meeting. Mr. Vijay Vij - Independent Director being eligible offers himself for re-appointment.

Prof. Sahasrabudhe has conveyed that he would be crossing age of 70 years in July 2012, and in view of the maximum age stipulated for the Directors in the Company's Policy Dossier viz. 70 years, he is not opting for re-appointment as a Director of the Company at the ensuing Annual General Meeting. Also Mr. Charudatta Naik, Whole-time Director, being associated with the Company as well as with Group Company viz. GTL Infrastructure Limited, in order to avoid any conflict of interest, has decided not to seek re-appointment.

Mr. Dipak Kumar Poddar, Mr. Vinod Sethi and Mr. N. Balasubramanian, Directors have relinquished from the Board w.e.f. October 20, August 23 and October 19, 2011, respectively.

The Board places on records its deep appreciation and respect for the valuable advice and guidance received from Mr. Poddar, Mr. Sethi and Mr. Balasubramanian during their tenure as Directors of the Company.

The Board of Directors in its meeting held on December 29, 2011 appointed Mr. D. S. Gunasingh, Mr. Navin Kripalani and Mr. Hemant Desai as Additional Directors. They hold office up to the date of the ensuing Annual General Meeting. The Company having received notice under Section 257 of the Companies Act, 1956, proposes appointment of Mr. D. S. Gunasingh, Mr. Navin Kripalani and Mr. Hemant Desai as Directors, liable to retire by rotation.

The background of the Directors proposed for appointment/ reappointment is given under the Corporate Governance section of the Annual Report.

15. PROMOTER GROUP

The Company is a part of Global Group of Companies which is promoted by Mr. Manoj. G. Tirodkar. The promoter group holding in the Company currently is 41.17% of the Company's Equity Capital. The members may note that the Promoter Group, inter-alia comprises of the following persons/entities: (1) Mr. Manoj. G. Tirodkar (2) Global Holding Corporation Pvt. Ltd.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy:

As the Company is engaged in Network Services and has no activity pertaining to manufacturing, furnishing of details on conservation of energy is not applicable. However, the Company is working towards incorporating energy management solutions while it carries out the deployment and maintenance of the cell sites. The Company has carried out energy audits to optimize energy consumption in its office premises. The Company continues to invest in research and development towards green energy for towers.

b) Technology Absorption:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in the Annexure 'A' to this Report.

c) Foreign Exchange Earnings & Outgo:

During the year under review the Company earned foreign exchange of Rs. 9.97 Crs. and incurred foreign exchange expenditure of Rs. 21.66 Crs. the particulars of which are appearing in Note No. 2.28 of the Notes to the Accounts.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of the employees are required to be set out in an annexure to this Report. However, in terms of the Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said annexure are related to any Director of the Company.

18. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors of GTL Limited, in respect of the year ended March 31, 2012, state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

19. AUDITORS

M/s Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, were appointed as Joint Auditors at the Twenty Third Annual General Meeting to hold office from conclusion of the said meeting till the conclusion of the next Annual General Meeting. The Company has received the necessary certificates from the Joint Auditors respectively pursuant to Section 224(1 B) of the Companies Act, 1956 regarding their eligibility for re-appointment. Accordingly, approval of members to the appointment of M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s. Yeolekar & Associates, Chartered Accountants, Mumbai, as Joint Auditors of the Company is being sought at the ensuing Annual General Meeting.

20. COST AUDITORS

The Cost Audit Branch of Government of India, Ministry of Corporate Affairs (MCA), New Delhi, vide Cost Order No. 52/26/CAB/2010 dated May 2, 2011 have issued industry wise Orders for appointment of Cost Auditors from FY 2011-12 onwards for companies carrying Electricity activity. Also, as per the provisions of The Companies (Cost Accounting Records) Rules, 2011, applicable to all other products / activities of the Company and The Companies (Cost Accounting Records) Rules, 2011, the Board of Directors of the Company has appointed M/s. V. G. Phadke & Co., Cost Accountants, Mumbai, as the "Cost Auditor" and "Cost Accountant" under Section 233B and Section 209(1)(d) of the Companies Act, 1956 for the Financial year 2011-12.

21. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals. Members' attention is drawn to these items and Explanatory Statement annexed to the Notice.

22. GENERAL

Notes forming part of the Accounts are self-explanatory.

23. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support.

On behalf of the Board of Directors,

Mumbai Manoj G. Tirodkar

July 3, 2012 Chairman & Managing Director

Jun 30, 2011

To the Members,

The Directors take pleasure in presenting their Twenty Third Annual Report together with the Audited Accounts for the year ended June 30,2011 (fifteen months).

1. FINANCIAL RESULTS

Rs. crore

F.Y.2010-11 F.Y.2009-10 Particulars (15 months) (12 months) Consolidated Standalone Consolidated Standalone

Total Income 3,974.90 3,100.83 2,239.26 1,553.43

Profit before Depreciation, Interest and Financial Charges (Net) and Tax (PBDIT) 627.15 505.96 341.66 267.69

Profit before Depreciation and Tax (PBDT) 391.62 303.18 305.24 244.67

Less: Depreciation 104.40 87.56 59.43 48.01

Profit before Tax and extra- ordinary items 287.22 215.62 245.81 196.66

Less: Provision for Taxation 73.63 72.05 40.62 39.33

Profit after Tax (PAT) before Extra-ordinary and Prior Period items 213.59 143.57 205.19 157.33

Less: Prior Period Items (1.44) (1.39) 0.89 1.03

Add/(Less): Extra-ordinary Item NIL NIL Nil Nil

Add: Minority Interest (0.08) N.A. 0.08 N.A.

Add: Share Profits in Associates (13.82) N.A. (0.08) N.A.

Add: Reserve on Consolidation (0.01) N.A. 0.07 N.A.

Add : Excess Provision of Equity Dividend and Dividend Distribution Tax written back 1.07 1.07

Add: Balance brought forward from the last year 563.04 248.39 463.07 196.21

Profit available for Appropriation 762.34 391.64 669.22 354.57 Appropriations:

Recommended Equity dividend 9.73 9.73 29.93 29.93

Dividend Distribution Tax 1.61 1.62 5.09 5.09 Amount transferred to

- General Reserve NIL NIL 20.00 20.00

- Debenture Redemption Reserve 140.00 140.00 51.16 51.16

Balance Carried Forward 611.00 240.29 563.04 248.39

Total of Appropriation and Balance C/F 762.34 391.64 669.22 354.57

In giving effect to the Accounting Standard 21 (AS 21) on Consolidated Financial Statements, brought out by the Institute of Chartered Accountants of India during the FY 2003-04, the Company has prepared its accounts on a consolidated basis.

The Company has accounted investment in its associates under the criteria set under AS-23 on "Accounting for Investment in Associate in Consolidated Financial StatementÃ, using Equity method and has classified these Investments as long term.

The Company's Share in Associate, Global Rural Netco Limited is accounted for based on Un-audited financial results for the period ended June 30, 2011. The Company has, as at June 30, 2011 investment in GTL Infrastructure Limited (GIL) ofRs. 59,331.23 lakh and in Chennai Network Infrastructure Limited (CNIL) Rs. 151,312.20 lakh, aggregating Rs. 210,643.43 lakh. This included investment made for acquisition of tower assets from Aircel and its subsidiaries. CNIL has proposed a merger with GIL. GIL and CNIL have filed requisite merger petitions with the High Court of Judicature at Bombay and Madras respectively. The proposed merger is effective from August 1, 2010 and will have impact on the Company's share in associates. In order to give appropriate financial impact, the share in associate in the resulting merged entity will be accounted post merger. This treatment being in preference to the Accounting Standard has been reported by Auditors. The Share in Associate, GIL is considered up to September 30, 2010.

GTL extended its FY 2010-11 for 15 months period ended on June 30, 2011. Hence, the financial results for FY 2009-10 and FY 2010-11 are not comparable with each other.

2. RESULTS OF OPERATIONS AND BUSINESS OVERVIEW

The revenue for the financial period under review was Rs. 3,964.16 crore as against Rs. 2,236.94 crore for the previous financial year registering an annualised revenue growth of 42%.

Other financial highlights for the year are as follows:

On a consolidated basis (for fifteen months),

Revenue increased by 42% on annualised basis to Rs. 3,964.16 crore (US$ 875.67 million)

Operating Profit increased by 47% on annualised basis to Rs. 627.15 crore (US$ 138.54 million)

Profit after tax increased to Rs. 213.59 crore (US$ 47.18 million)

Order visibility as on June 30, 2011 stood at Rs. 3,150 crore (US$ 702.34 million)

The Board has recommended a dividend of Rs. 1/- per equity share, subject to approval of Lenders

GTL provides Network service solutions to telecom operators, OEMs & tower companies. It has also diversified into Power Management, offering services like rolling out T&D network and Power Distribution Franchise. Few of the major contracts entered into by GTL during the year are given below:

ÃÂ» GTL has been awarded power distribution franchise contract by MSEDCL for designated Aurangabad Urban Divisions I and II. The commercial operation from Power Distribution Franchise has commenced from the month of May 2011.

ÃÂ» GTL entered into a multi-year energy management contract with GIL & Aircel to provide Energy Management solutions on GIL sites. The Service offering will include energy management on existing 32,633 towers and incremental towers rolled out by GIL in the future.

Business Overview

During the year, GTL increased its operations in power management segment in India.

The Indian telecom sector is going through tough times in the backdrop of controversies surrounding issue of new 2G licenses, uncertainty on the new telecom policy and rise in interest rates. This has led to negative investor outlook towards the sector making it difficult for the companies to raise any capital either from capital markets or from Indian banking sector.

As fallout of these events, the operators are expected to incur minimum capex for network rollout leading to substantial fall in fresh tower build out in the coming years. This is likely to have a significant negative impact on GTL's revenue from Network Services segment in this financial year.

In anticipation of a slowdown in telecom sector, the management of the Company, with a view to diversify its revenue streams has entered into the power management segment.

GTL's knowhow of implementation and maintenance of large telecom networks can be easily extended to power sector that currently represents huge opportunity in Power Generation, Transmission and Distribution. Last year, GTL executed orders worth Rs. 200 crore for MSEDCL (Maharashtra State Electricity Distribution Company Limited). At the end of FY 2010-11, its order book visibility for these services is in the range of Rs. 600 crore. During the year, GTL also won the Power Distribution franchise contract for urban division I & II of Aurangabad.

This contract is for a period of 15 years and is expected to generate a revenue of Rs. 900 crore in first year. Profitability from this business segment will be linked to its ability to bring down the Aggregate Technical & Commercial Losses (AT&C) in the city. GTL expects to participate in similar such contracts in near future as Government and State Electricity Boards accelerate their effort to privatize the power distribution, in their bid to improve the T & D losses and modernize the distribution networks.

In telecom sector, GTL continues to be confident on the growth opportunities presented by data services in India. An increase in uptake of data services by telecom subscriber will lead to renewed demand for network expansion by 3G operators. The BWA players are expected to start their services in the Calendar Year 2012. As has been witnessed in developed telecom markets of Europe, US and Asia- pacific countries, an increase in data traffic over wireless network can result in fresh demand for GTL's Network Service offerings.

Investment in GTL Infrastructure Limited (GIL)

GTL is the promoter of GIL and has invested Rs. 133 crore as initial capital in FY 2005-06. Subsequently, GTL has subscribed to the rights issue of GIL in 2007 increasing its investment to Rs. 266 crore. Post its creeping acquisitions from 2007 onwards, GTL's investment in GIL is Rs. 593.31 crore as on June 30, 2011. In FY 2010-11, GTL had also invested Rs. 1,068.12 crore in CNIL. Thus, its investments in tower business increased to Rs. 1,661.43 crore Additionally, GTL has given Rs. 445 crore as share application money to CNIL. The same may be converted into shares of GIL, subject to approval of shareholders and lenders. Thus, GTL's total investments in tower business at cost will be Rs. 2,106.43 crore.

3. RECENT DEVELOPMENTS AT MACRO AND MICRO ECONOMIC LEVEL AND PRICE FALL IN THE COMPANY'S EQUITY SHARES

The Indian economy is witnessing turbulent times for past over a year on socio, economic and business front though there is a stable government at the centre. For past more than a year the country is facing problem of inflation which is hovering between 6 - 9 % despite the various measures initiated by Government machinery inter-alia Reserve Bank of India has increased REPO rates for 11 times in the last 16 months to combat inflation at the cost of growth.

Despite corrective remedies taken by the Government on arresting spiraling inflationary trend is a matter of concern and has adversely affected the lending rate which was around 9% p.a. has gone to the level of 13 - 14% p.a. Also the soaring prices of crude oil in international market which has had negative effect in our economy has seen steep rise in fuel prices in last one year. Consumption of energy in the network and related input costs has also gone up as a result of the change and in the next fiscal this will result in cost escalation.

The telecom industry in particular is passing through a rough phase due to various issues such as 2G scam, deferring rollover and / or CAPEX plans by telecom operators and OEMs, stiff competition in retaining and attracting customers thereby lowering prices by telecom operators etc. This has adversely affected the business plans and income stream of players in telecom field inter-alia the Company. Some of the concerns faced by the telecom sector are:

1. Telecom operators deposited more than Rs. 1,00,000 crore as spectrum money for 3G networks and BWA related networks. However, there has not been corresponding income related thereto;

2. The 2G scam and its impact on telecom rollout has been negative. Operators have deferred capex, new equity is not coming into telecom sector and FDI for telecom/tower space has been virtually non-existant last one year; and

3. Several International Investors e.g. Etisalat, Telenor, Vodafone, Maxis Aircel have been engaged in various investigations and related issues resulting in lack of confidence in the telecom sector by International strategic investors.

In order to remain ahead in the competitive telecom market, the Company's associate namely GTL Infrastructure Limited (GIL) through its Special Purpose Vehicle - Chennai Network Infrastructure Limited (CNIL) had implemented ambitious business plan by acquiring about 17,500 telecom towers from Aircel and its subsidiaries for an enterprise value of about Rs. 8,026 crore. This deal was completed in July 2010. Further, the Company was also benefitted by entering into Energy Management Services (EMS) Contract with Aircel and its subsidiaries thereby getting assured business of Rs. 500 crore in the first year scaling up to Rs. 1,000 crore in the fifth year.

For supporting GIL's expansion plan, the Company being promoter of GIL, in addition to financing the Company's business in EMS and Power sector, the Company had resorted to making new borrowings to the tune of Rs. 3,000 crore. The increase in interest rates has added burden on it. The steep increase in cost of borrowing coupled with slow down of telecom business has dual edged effect on the Company.

On the backdrop of the above and with vicarious intentions, some unknown business rivals and/or bear operators hammered the stock of the Company along with GIL by about 22% on Friday, June 17, 2011. The market price of the equity shares of the Company which was about Rs. 410/- was brought down to about Rs. 338/- in the closing 30 minutes of trading session on June 17, 2011. The same was further hammered in the opening trading session on Monday, June 20, 2011 by about 62% to the level of Rs. 128/- and the current market price, as on the date of this report, is about Rs. 51/-. The unscrupulous elements in the stock market spread various rumors which were timely denied and appropriate communication was sent to BSE and NSE in response to their letters. Further, the Company has also requested market watchdog - Securities & Exchange Board of India for making necessary investigations for sharp fall in the Company's share price.

In view of the fall in share price of the Company, the promoters were required to top up pledge shares and also were required to give pledge to some of the existing lenders. Resultantly, prior to the artificial panic situation created as stated above, the promoters pledged shares which were 12.85% of the outstanding capital of the Company, has gone up to the extent of 52% of the outstanding capital or almost entire promoter shareholding has been pledged with the lenders (in accordance with covenant that required additional automatic cover).

Pledge of GIL shares

The Company's shareholding in GIL, an associate of the Company, as at April 1, 2010, was 31.30% of the Equity share capital of GIL. Between April 2010 and June 2010, by way of creeping acquisitions in the open market, the Company's shareholding in GIL increased to 36.22% of the equity share capital of GIL.

Chennai Network Infrastructure Limited (CNIL), a Special Purpose Vehicle set-up by GIL for acquiring 17,500 telecom towers of Aircel and its subsidiaries, availed a Term Loan of Rs. 250 crore from IFCI Limited (IFCI). For securing the said loan, the Company had entered into a Non Disposal and Escrow Agreement (NDU) on July 12, 2010 with IFCI for 122,000,000 equity shares held by the Company in GIL. Subsequently the Company was required to top up escrow account with IFCI with additional 151,729,000 equity shares held by it in GIL taking the total to 273,729,000 equity shares. On July 13, 2011, IFCI by invoking security, created a pledge on the shares kept in escrow account.

On July 18, 2011 and July 19, 2011, IFCI sold 100,000 shares each, thereby appropriating about Rs. 30 lakh. On July 20, 2011 IFCI advised the Company about invocation of pledge on 176,368,219 equity shares of GIL at the closing price of Rs. 14.25 per share on NSE, thereby appropriating the proceeds amounting to about Rs. 251 crore and has issued a No Dues Certificate to CNIL on July 22, 2011. As a result of the above invocation/sale of shares by IFCI, the Company's holding in GIL stands reduced to 17.78% from 36.22%.

The Company (pledgor) has contested this appropriation by IFCI in Delhi High Court and accordingly beneficial ownership of IFCI is under dispute. The Company continues to account its above referred investment in shares of GIL at acquisition cost.

Pledge of Promoter & Promoter Group shareholding in the Company

As on April 01, 2010 Promoter and Promoter Group were holding 48.02% of the equity share capital of the Company. Between April 2010 and June 2010, by way of creeping acquisitions in the open market, Promoter and Promoter groups' holding increased to 52.83% of the equity share capital of the Company. On account of further issue of shares pursuant to ESOP conversions, the Promoter and Promoter group shareholding was diluted to 52.72% as on January 14, 2011. On further acquisitions during June 2011, the promoter and promoter group shareholding increased to 52.77%.

On January 28, 2011, the Promoter and Promoter group pledged 12.85% comprising 12,500,000 equity shares of the Company with Syndicate Bank.

On June 23, 2011, the Promoter and Promoter Group pledged additional 9.77% comprising 9,500,000 equity shares, thereby taking the pledged quantity to a total of 22,000,000 equity shares being 22.62% of the equity share capital of the Company.

On December 22, 2010, the Company was sanctioned a long term loan of Rs. 500 crore by ICICI Bank Limited (ICICI). For securing the said loan, the Promoter and Promoter Group had furnished Non Disposal Undertaking (with POA) to ICICI on December 24, 2010 for 28,500,000 equity shares of the Company and on July 4, 2011 ICICI created pledge on the said shares, thus taking the aggregate of pledged shares to 50,500,000 representing 51.92% of the total outstanding equity capital of the Company.

On July 26, 2011, ICICI invoked the pledge on 28,500,000 equity shares by transferring it to their account resulting into a reduction of Promoter and Promoter Group holdings to 23.47% from 52.77%.

Corporate Debt Restructuring

Considering the panic created thereby destabilizing the confidence of all stake holders, the Company on its own convened meeting of its

lenders on June 24, 2011 in Mumbai to update them current events. The Company has proactively appointed SBI Capital Markets Limited (SBI Caps) & IDBI Capital Market Services Ltd. (IDBI Caps) to review and assess the present and future working of:

The Sector

Company, its Financials and its Obligations

To suggest / advise any appropriate steps / remedies required to protect Lender's Interest.

SBI Caps / IDBI Caps has been requested to appraise and prepare a report within 30 days and on receipt of the flash report from SBI Caps / IDBI Caps, the Company referred a proposal for restructuring of its debt under Corporate Debt Restructuring (CDR) mechanism.

The Company communicated these developments to BSE and NSE for information of general public.

As on June 30, 2011, GTL has a debt of Rs. 5,965 crore. Primarily the debt has been used for investment in GIL and capital expenditure for energy management business and to meet its working capital requirements. The Company has so far invested Rs. 2,106 crore in tower business. This investment was strategic investment as GIL was likely to create a revenue opportunity of Rs. 8,500 crore over a period of next five years. However, the slowdown in telecom sector had negatively impacted GIL's growth plans, and as a result it is also currently going through a Corporate Debt Restructuring (CDR) exercise. This had the following impact on GTL:

Its future revenue potential from GIL has reduced from Rs. 8,500 crore to about Rs. 3,500 crore. As a result of the slowdown in the business of GIL, there may be a revenue opportunity loss of Rs. 800-1,000 crore and corresponding EBIDTA loss ofRs. 120-140 crore in FY 2011-12.

Its receivables of more than Rs. 300 crore from GIL will have extended realization.

Additionally, the slowdown in the telecom sector and deteriorating business scenario has had the following impact:

The increase in interest rate has put severe pressure on cash flow, because of increase in interest costs. GTL also faced difficulty in raising cheaper sources of funding;

The sudden slowdown in telecom sector has resulted in increase in inventory;

The weakness in the global markets and the Indian telecom sector has prevented GTL from monetising its investments in GIL and use the proceeds of the same to reduce its debt.

All these factors have impacted its ability to service and repay debt to lenders. As a result, the Company was compelled to go in for restructuring of its debts through CDR process and has filed requisite application for CDR. The CDR exercise should help the Company tide over the liquidity issues.

4. DIVIDEND:

The Directors recommend a dividend ofRs. 1/- per share (10%) on the paid up Equity Share Capital of the Company for the Financial Year ended June 30, 2011, subject to approval of the Lenders.

5. SHARE CAPITAL, NON-CONVERTIBLE DEBENTURES AND EMPLOYEE STOCK OPTION PLANS (ESOPs)

i. Equity:

The movement of Equity Capital due to allotment of shares consequent upon conversion of ESOPs is as under:

Particulars No. of Equity Shares

Equity Capital as on March 31, 2010 96,724,465

Add: Allotment of Equity Shares on account 543,368 of Conversion of ESOPs

Equity Capital as on June 30, 2011 97,267,833

ii. Preference:

During the year under review, the Company has not issued, allotted or redeemed any preference shares.

iii. Employee Stock Option Plans (ESOPs)

ESOP was introduced and implemented in FY 1998-99 to enable the employees of the Company to participate in the future growth and success of the Company. As on June 30, 2011 a total of 157 employees hold 2,482,362 stock options, allotted under various schemes. As required by Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the particulars of ESOPs are furnished in Annexure ÃB' to this Report.

No. of outstanding ESOPs as on March 31, 2010 3,038,980

Add: Grants issued during the year NIL

Less: No. of Options Exercised during the year 543,368

Less: Forfeited during the year 13,250

Total no. of outstanding ESOPs as on June 30, 2011 2,482,362

Assuming full conversion of options into equity shares to the eligible employees of the Company and its subsidiaries, the fully diluted equity capital of the Company would be as under:

Particulars No. of Equity Shares

Equity Capital on June 30, 2011 97,267,833

Add : Full ESOP Conversion 2,482,362

Fully Diluted Equity Capital 99,750,195

6. CAPITAL MARKET DEVELOPMENTS:

Trading Group and Futures & Options (F&O) Segment

The Company's equity shares are listed with the BSE Limited (BSE) under the category ÃGroup B'. The Company's equity shares are listed with National Stock Exchange of India Limited (NSE) under the category ÃCNX Midcap 200'. Effective December 29, 2006, the Company's equity shares were introduced in the ÃFutures & Options Segment (F&O)' and w.e.f. July 22, 2011, the same were taken out of F&O.

The Rated Redeemable Unsecured Rupee Non-Convertible Debentures privately placed by the Company are listed with BSE under the Debt Segment.

Average daily traded volumes

The average daily traded volume in the Company's shares on BSE and NSE was 381,928 and 822,754 shares respectively, in the year ended June 30, 2011 (15 months period) as against 70,005 and 152,289 shares respectively in the previous financial year consisting of 12 months.

7. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

8. SUBSIDIARIES

a. In terms of the general approval granted under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8,2011, copies of the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies have not been attached with the Balance Sheet of the Company. Financial Information of the subsidiary companies, as required by the said general approval has been furnished separately in the Consolidated Balance Sheet in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and related detailed information to the Company's and the subsidiary companies shareholders, seeking such information at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder at the Registered/Head Office of the Company and that of the respective subsidiary companies.

Further, pursuant to Accounting Standard 21 (AS 21) on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include financial information about its subsidiaries. The Company's revenue from its overseas subsidiaries for the year ended June 30, 2011, on a consolidated basis was Rs. 893.82 crore (US$ 197.44 million.)

b. GTL has given guarantees to its subsidiaries and affiliates in its normal course of business in India and abroad. The guarantees are given:

for performance of its Subsidiaries, Associates and affiliates for business obligations;

to enable its Subsidiaries & Associate companies to avail financial assistance.

9. CORPORATE GOVERNANCE

The Company is complying with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate Corporate Governance Report on compliance on Clause 49 of the Listing Agreement with the Stock Exchanges, as reviewed and certified by M/s. Godbole Bhave & Co., Chartered Accountants and M/s. Yeolekar & Associates, Chartered Accountants the Joint Auditors of the Company is given elsewhere in this Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis on the Company's performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is attached to this Report.

11. HUMAN RESOURCES

The Human Resource function at GTL, which successfully made its transition from being a support function into a strategic business partner, has further established its stronghold within the organisation as an anchor steering people resources and aligning their business activities to achieve business goals.

To adequately develop the talent pool of GTL and cater to the requirements of the Company as it moves ahead with its business strategy and to ensure employee development for optimal performance and growth is the objective of the Talent management System.

Over the last two decades, Global group of companies have expanded their operations and businesses at an exponential rate. The group has simplified its business model and is very focused on each of its distinct businesses.

Our HR strategy aims at attracting, retaining and developing talent in the organisation and continuously providing a sense of fulfilment to each employee.

Our associate base grew from 7,066 as on March 31, 2010 to 9,612 as on June 30, 2011.

For full details refer to the Human Resources write up in the MD&A Report.

12. AWARDS

In the Financial Year 2010-11 GTL received many prestigious awards, a brief of which is stated below:

1 "Engineering Silver PartnerÃ Award from Huawei Technologies Co Ltd, at their Global Engineering Partner's Convention (GEPC 2011) held in Feb 2011

2 International Asia Pacific Quality Organization awarded the "World Class AwardÃ, the highest award, in the Large Services category for the "Best Performing Organization in the WorldÃ At an award ceremony held in Kathmandu, Nepal.

3 Greentech Environment Excellence Award 2010 in the Gold category in the telecom sector for the initiatives taken in reducing the carbon footprint

4. GTL's Operations in Middle East, Africa, Canada have received awards from Huawei, China's leading telecommunications equipment company, at their supplier conference awards

5 GTL MNS team in UK has received award for enabling Ericsson in delivering successfully managed services & systems integration consolidation project.

13. RISKS

A separate section on risks and their management is provided as a part of this Annual Report. It is important for shareholders and investors to be aware of the risks that are inherent in the Company's businesses. The major risks faced by your Company have been outlined in this section to allow shareholders and prospective investors to take an independent view. We strongly urge Shareowners/ Investors to read and analyze these risks before investing in the Company.

14. SOCIAL COMMITMENTS

The Company continued, during the year under review, to contribute towards social causes as described in the MD&A Report under the caption ÃCorporate Social Responsibility'.

15. DIRECTORS

Mr. Sadanand D. Patil and Mr. Vinod Sethi, Directors retire by rotation at the forthcoming Annual General Meeting and both the Directors being eligible offer themselves for re-appointment. Also the Company has incorporated appropriate resolution for appointing Mr. Manoj G. Tirodkar as the Chairman & Managing Director of the Company as detailed in the notice convening ensuing Annual General Meeting and Explanatory Statement annexed thereto.

The Board of Directors in its meeting held on July 27, 2010 appointed Mr. Balasubramanian Nagarajan as an Additional Director and Mr. Sukanta Kumar Roy as an Additional Director and Whole-time Director & Chief Operating Officer respectively w.e.f. July 27, 2010. They hold office up to the date of the ensuing Annual General Meeting. The Company having received notice under Section 257 of the Companies Act, 1956, proposes appointment of Mr. Roy as a Director, liable to retire by rotation. Also, the Board has placed an appropriate resolution for appointment of Mr. Roy as Whole-time Director & Chief Operating Officer for consideration of the members. Since Mr. Balasubramanian Nagarajan expressed wish not to get appointed as a Director on attaining an age of 65 years, the Company has not incorporated resolution for his appointment. Resultantly, he would cease to be a Director of the Company from the date of ensuing Annual General Meeting.

The background of the Directors proposed for appointment/ reappointment is given under the Corporate Governance section of the Annual Report.

16. PROMOTER GROUP

The Company is a part of Global Group of Companies which is promoted by Mr. Manoj. G. Tirodkar. The promoter group holding in the Company currently is 23.47% of the Company's Equity Capital. The members may note that the Promotor Group, inter-alia comprises of the following persons / entities: (1) Mr. Manoj. G. Tirodkar and his relatives as defined under the Companies Act, 1956 (2) Global Holding Corporation Pvt. Ltd.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy:

As the Company is engaged in Network Services and has no activity pertaining to manufacturing, furnishing of details on conservation of energy is not applicable. However, the Company is working towards incorporating energy management solutions while it carries out the deployment and maintenance of the cell sites. The Company has carried out energy audits to optimize energy consumption in its office premises. The Company continues to invest in research and development towards green energy for towers.

b. Technology Absorption:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in the Annexure ÃA to this Report.

c. Foreign Exchange Earnings & Outgo:

During the year under review the Company earned foreign exchange of Rs. 41.63 crore out of which the Company earned a dividend of Rs. 10.00 crore from all its overseas subsidiaries the details of which are appearing in the Note No. 16 of the Notes to the Accounts. The particulars regarding foreign exchange expenditure of Rs. 29.04 crore during the year are appearing in Note No. 17 of the Notes to the Accounts.

18. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of the employees are required to be set out in an annexure to this Report. However, in terms of the Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said annexure are related to any Director of the Company.

19. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors of GTL Limited, in respect of the year ended June 30, 2011, state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

20. AUDITORS

M/s Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s Yeolekar & Associates, Chartered Accountants, Mumbai, were appointed as Joint Auditors at the Twenty Second Annual General Meeting to hold office from conclusion of the said meeting till the conclusion of the next Annual General Meeting. The Company has received the necessary certificate from the Joint Auditors respectively pursuant to Section 224 (1B) of the Companies Act, 1956 regarding their eligibility for re-appointment. Accordingly, approval of members to the appointment of M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s Yeolekar & Associates, Chartered Accountants, Mumbai, as Joint Auditors of the Company is being sought at the ensuing Annual General Meeting.

21. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals. Members' attention is drawn to these items and Explanatory Statement annexed to the Notice.

22. GENERAL

Notes forming part of the Accounts are self-explanatory.

23. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support. Your Directors also thank the employees at all levels, who through their dedication, co-operation and support, have enabled the Company to achieve sustained growth.

On behalf of the Board of Directors,

Mumbai Manoj G. Tirodkar

August 18, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors take pleasure in presenting their Twenty Second Annual Report together with the Audited Accounts for the year ended March 31,2010.

1. FINANCIAL RESULTS

Rs. Cr.

F.Y. F.Y. Particulars 2009-10 2008-09 Consolidated Standalone Consolidated Standalone

Total Income 2,239.26 1,553.43 1,948.01 1,452.68

Profit before Depreciation, Interest and Financial Charges (Net) and Tax (PBDIT) 341.66 267.69 296.64 243.72

Profit before Depreciation and Tax (PBDT) 305.24 244.67 222.39 174.53

Less: Depreciation 59.43 48.01 52.85 43.41

Profit before Tax and extra- ordinary items 245.81 196.66 169.54 131.12

Less: Provision for Taxation 40.62 39.33 23.99 21.35

Profit after Tax (PAT) before Extra-ordinary and Prior Period items 205.19 157.33 145.56 109.77

Less: Prior Period Items 0.89 1.03 (8.34) (8.34)

Add/(Less): Extra-ordinary Item NIL NIL (10.00) (10.00)

Add: Minority Interest 0.08 N.A (0.21) N.A

Add: Share Profits in Associates (008) N.A. 3.51 N.A.

Add: Reserve on Consolidation 0.07 N.A. (0.02) N.A.

Add: Balance brought forward from the last year 463.07 196.21 377.82 150.01

Profit available for Appropriation 669.22 354.57 508.32 241.45 Appropriations:

Recommended Equity dividend 29.93 29.93 28.42 28.42

Dividend Distribution Tax 5.09 5.09 4.83 4.83 Amount transferred to

- General Reserve 20.00 20.00 12.00 12.00

- Debenture Redemption Reserve 51.16 51.16 NIL NIL

Balance Carried Forward 563.04 248.39 463.07 196.21

Total of Appropriation and Balance C/F 669.22 354.57 508.32 241.45

In giving effect to the Accounting Standard 21 (AS 21) on Consolidated Financial Statements, brought out by the Institute of Chartered Accountants of India during the FY 2003-04, the Company has prepared its accounts on a consolidated basis.

The Associates, GTL Infrastructure Limited (GIL), Chennai Network Infrastructure Limited (CNIL) and Global Rural Netco Limited (GRNL) in which Company has significant influence, is accounted under the equity method in accordance with Accounting Standard on "Accounting for Investment in Associates in Consolidated Financial Statements" (AS 23). The financials are considered based on i) In respect of GIL for the nine months period ended December 31,2009 ii) In respect of CNIL and GRNL for the year ended March 31,2010.

2. RESULTS OF OPERATIONS AND BUSINESS OVERVIEW

The revenue for the financial year under review was Rs. 2,236.94 crores as against Rs. 1,945.09 crores for the previous financial year registering an increase of 15%. Revenue contribution from the domestic market grew by 7% due to increase in competition among telecom operators. However, international market excelled with 37% growth due to our increased recognition as a leading network service provider. The Company has presence in 46 countries and worked with over 70 cellular operators.

Other financial highlights for the year are as follows:

On a consolidated basis,

- Revenue increased by 15% to Rs. 2,236.94 Cr (US$478.80 Mn)

- Operating Profit increased by 15% to Rs. 341.66 Cr (US$ 73.13 Mn)

- Profit after tax without extra-ordinary item increased by 50% to Rs. 206.08 Cr(US$ 44.11 Mn)

- Order visibility as on March 31, 2010 stood at Rs. 4,223 Cr (US$ 938.23 Mn)

- The Board has recommended a dividend of Rs.3/- per equity share.

GTL is a leading Network Services company that addresses the Network Life- Cycle requirements of Telcos/Operators, Tower companies and Technology Providers (OEMs).

During the year, GTL strengthened its relationship with all major OEMs/ Operators and increased its level of engagement with them. Few of the major contracts entered into by GTL during the year are given below:

- GTL entered into energy management services contract with Aircel for a period of 6 years. The Service offerings will include energy management of 17,500 towers and incremental Aircel site rollouts through GTL Infrastructure Limited (GTL Infra).

- GTL also extended its network deployment capabilities into Power sector. During the year GTL executed orders worth Rs. 42 crores for MSEDCL (Maharashtra State Electricity Distribution Company Limited). At the end of FY 2009-10, the order book visibility for these services is in the range of around Rs. 427 crores. GTL also emerged as the top bidder for power distribution franchisee contract floated by MSEDCL to distribute power to most parts of Aurangabad.

Business Overview

During the year, GTL increased its operations in the Middle East & African countries. With this, GTL has now executed projects in more than 46 countries and helped build more than 70 wireless Networks across the world.

GTL continues to remain focused on innovations and operational excellence to adapt quickly to changing business requirements of the telecom operators and OEMs. As part of sustainability initiatives, the Company has focused on reducing the energy consumption and carbon footprint of the telecom industry. GTL aims to reduce the energy expenses by 15%-20% by deploying innovative Energy Management Solutions and use of clean and green energy on telecom sites.

Strategic Investment

GTL owns 33% equity of GTL Infra which has been continuously looking for inorganic growth opportunities both in the domestic and international markets and has entered into an agreement to purchase Aircels tower asset business. The highlights of the transaction are as under:

- Purchase of 17,500 telecom towers;

- 21,000 active tenants on these towers;

- Enterprise Value of Rs. 8,400 Crore;

- Right of first refusal for additional 20,000 tenancies to GTL Infra over the next three years.

Aircel is one of the leading GSM operators in the country. GTL has a strong working relationship with Aircel and provides them services like network planning & design, network optimisation, network deployment and network operations and maintenance. In addition to the above mentioned services, there is opportunity to GTL for energy management business which may result into revenue of Rs. 8,500 crores over the period of next 5 years. The purchase of the Aircel tower business is not only expected to be a transformational transaction for GTL Infra but also significantly benefit GTL by building a strong partnership with one of the leading national operators in the country.

So far, GTL has invested Rs. 398.09 Crore in GTL Infra. This strategic investment has resulted into following benefits for our Shareholders:

Revenue growth

Since inception of GTL Infra in 2004-05, GTL has earned total revenue of Rs.2,924.15 Crore and net profit in excess of Rs. 200 crores. Thus GTL has already recouped more than 60% of its investments so far through the profit from the business done with GTL Infra.

Growth in Investment value

GTL has invested Rs. 398.09 Crore in GTL Infra. As on March 31, 2010 mark to market value of this investment is Rs. 1,254.19 Crore.

In view of the new order visibility of around Rs. 8,500 crores through purchase of Aircel Tower business, GTL has additionally invested Rs. 1,067.79 Crore towards the equity contribution of a Special Purpose Vehicle of GTL Infra for the acquisition of Aircels Telecom Towers. GTL believes that the said investment will provide sufficient returns to our shareholders as has been demonstrated in the past.

3. UNLOCKING VALUE FOR THE SHAREHOLDERS Buyback & Dividend:

a) Buyback of Equity Shares:

The Board of Directors of the Company in its meeting held on January 15,2009 had recommended buyback of fully paid up equity shares of Rs. 10/- (Rupees Ten Only) each at a maximum price of Rs. 260/- per share through open market route in accordance with the extant statutory provisions and subject to approvals from the Shareholders and Lenders. The Company obtained approval of the shareholders for the said buyback program by way of passing a Special Resolution through Postal Ballot, the result of which was declared on March 25, 2009.

With the improvement in the macro-economic conditions coupled with political stability in the country post announcement of results of general elections in May 2009, the stock market moved up considerably that led to trading of the Companys share price consistently above the maximum buyback price approved by the shareholders. Thus, the Board of Directors of the Company in its meeting held on July 22, 2009 had decided not to act on the enabling approval received from the shareholders for buyback of equity shares.

b) Dividend:

The Directors recommend a dividend of Rs. 3/- per share (30%) on the equity capital for the year ended March 31,2010.

4. SHARE CAPITAL, NON-CONVERTIBLE DEBENTURES AND EMPLOYEE STOCK OPTION PLANS (ESOPs)

i. Equity:

The movement of Equity Capital due to allotment of shares consequent upon conversion of ESOPs is as under:

Particulars No. of Equity Shares

Equity Capital as on March 31,2009 94,723,153

Add: Allotment of Equity Shares on account of 2,001,312

Conversion of ESOPs

Equity Capital as on March 31,2010 96,724,465

ii. Preference:

During the year under review, the Company has not issued, allotted or redeemed any preference shares.

iii. Non-Convertible Debentures (NCDs):

During the year under review, the Company has privately placed 14,000 Rated Redeemable Unsecured Rupee Non-Convertible Debentures of the face value of Rs.10 Lakhs each aggregating Rs. 1,400 Crore with reputed companies for meeting ongoing working capital and / or any capital expenditure (including acquisition / investment) requirements. These NCDs were issued in two issuances of Rs.700 Crore having 3 series each. Series I and IV will be redeemed at the end of 36 months from the date of allotment, series II and V will be redeemed at the end of 48 months from the date of allotment and series III and VI will be redeemed at the end of 60 months from the date of allotment. In terms of the issue documents, the Company has put option for each series of NCDs.

iv. Employee Stock Option Plans (ESOPs)

ESOP was introduced and implemented in FY 1998-99 to enable the employees of the Company to participate in the future growth and success of the Company. As on March 31,2010 a total of 250 employees hold 3,038,980 stock options, allotted under various schemes. As required by Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the particulars of ESOPs are furnished in Annexure B to this Report.

No. of outstanding ESOPs as on March 31,2009 5,133,733

Add: Grants issued during the year 73,500

Less: No. of Options Exercised during the year 2,001,312

Less: Forfeited during the year 166,941

Total no. of outstanding ESOPs as on March 31,2010 3,038,980

Assuming full conversion of options into equity shares to the eligible employees of the Company and its subsidiaries, the fully diluted equity capital of the Company would be as under:

Particulars No. of Equity

Shares

Equity Capital on March 31,2010 96,724,465

Add : Full ESOP Conversion 3,038,980

Fully Diluted Equity Capital 99,763,445

5. CAPITAL MARKET DEVELOPMENTS:

Trading Group and Futures and Options (F&O) Segment

The Companys equity shares are listed with the Bombay Stock Exchange Limited (BSE) under the category Group A. The Companys equity shares are listed with National Stock Exchange of India Limited (NSE) under the category CNX Midcap 200. Effective December 29, 2006, the Companys equity shares were introduced in the Futures & Options Segment (F&O).

The Rated Redeemable Unsecured Rupee Non-Convertible Debentures privately placed by the Company are listed with BSE under the Debt Segment.

Average daily traded volumes

The average daily traded volume in the Companys shares on BSE and NSE was 70,005 and 152,289 shares respectively, in the year ended March 31,2010 as against 128,687 and 210,090 shares respectively in the previous financial year.

6. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

7. SUBSIDIARIES

a. In terms of the approval granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies have not been attached with the Balance Sheet of the Company. Financial Information of the subsidiary companies, as required by the said approval has been furnished separately in the Consolidated Balance Sheet in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and related detailed information to the Companys and the subsidiary companies investors, seeking such information at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies.

Further, pursuant to Accounting Standard 21 (AS 21) on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include financial information about its subsidiaries. The Companys revenue from its overseas subsidiaries for the year ended March 31,2010, on a consolidated basis was Rs. 793.22 Cr. (US$ 169.78 Mn.)

b. GTL has given guarantees to its subsidiaries and affiliates in its normal course of business in India and abroad. The guarantees are given:

- for performance of its Subsidiaries, Associates and affiliates for business obligations;

- to enable its Subsidiaries & Associate companies to avail financial assistance.

The details of Guarantees outstanding (including for subsidiaries) as at March 31,2010 & March 31,2009 are as under:

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

Nature of Guarantees Rs. Cr US$(Mn) Rs. Cr US$(Mn)

Performance Guarantees 379.30 84.27 386.14 75.64

Financial Guarantees 210.001 46.661 185.001 36.24

8. CORPORATE GOVERNANCE

Apart from complying with Clause 49 of the Listing Agreement with the Stock Exchanges, GTL is also benchmarking itself against well established Corporate Governance Practices such as Blue Ribbon Committee, Cadbury Committee and Confederation of Indian Industry. A separate Corporate Governance Report on compliance with various recommendations, as reviewed and certified by M/s. Godbole Bhave & Co., Chartered Accountants and M/s. Yeolekar & Associates, Chartered Accountants the Joint Auditors of the Company is given elsewhere in this Annual Report. The said section also includes the certificate of the Joint Auditors for compliance with Clause 49 of the Listing Agreement with the Stock Exchanges.

Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in optimum utilization of their expertise by providing them regular updates on the industry and business, inviting them to participate in analyst meets held every quarter and involving them in all critical decision making processes.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on the Companys performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is attached to this Report.

10. HUMAN RESOURCES

The Human Resources function at GTL has made a paradigm shift from being a support function to a core and strategic business partner. HR works with executives to clarify the business direction and Performance expectations and actively contributes to deciding what strategies are required for managing talent to achieve business goals. Our Human Resource strategy is aimed at integrating HR processes to result in overall organizational effectiveness, which consequently fuels the business growth.

Human Resources embraces the philosophy that people are the foremost factor in the success of an organization and strive to develop a culture to place people in the organisation on priority. Our intention is toenhance all aspects of the employment experience, attract and retain quality manpower.

We have worked consciously at creating a work environment that is flexible, supportive and empowering. We believe in an environment that promotes performance, nurtures teamwork, strengthens quality consciousness, encourages transparency and facilitates professional growth.

We believe in an achievement - oriented culture, as culture is the blue print that drives the organization initiatives. GTL leadership spends immense time in terms of building a healthy, participative and competitive culture that provides opportunities to its young work force purely based on merit and driven by performance.

Our HR strategy aims at attracting, retaining and developing talent in the organisation and continuously providing a sense of fulfillment to each employee.

Our associate base grew from 5,947 as on March 31, 2009 to 7,066 as on March 31, 2010.

For full details refer to the Human Resources write up in the MD&A Report.

11. AWARDS

In the Financial Year 2009-10 GTL received many prestigious awards, a brief of which is stated below:

Awards won

1 GTL wins the Indian Merchant Chambers (IMC) RBNQA "Outstanding Achievement Trophy" in the service category from RamKrishna Bajaj National Quality Award Trust. GTL was chosen for the award for its integrated model to deliver services in each segment of the network services value chain.

2 GTL features in Standard & Poors Environment, Society and Governance (ESG) India Index for 3 years in a row.

3 GTL received the "Greentech Environment Excellence Award 2009 and 2008" in the infrastructure sector for outstanding achievement in environment management.

4 GTL has been named as "No. 1 Telecom Turnkey Company of the year" for FY 2007-08 and 2008-09 for the leadership in offering Network Services by Voice & Data.

5 GTL received the "Certificate for strong Commitment" from CII-ITC Center of Excellence for Sustainable Development, for its initiatives on Sustainability and Energy Management.

6 GTL received the Amity HR Excellence award for its initiatives in the HR management.

7 "Global Engineering Partner" Award - Huawei Technologies Co. Ltd.

12. LIQUIDITY

As on March 31, 2010, GTL had liquid assets (including quoted investments) of Rs. 1,944.57 Cr. as against Rs. 1,375.28 Cr. in the previous year. These represented investments worth Rs. 370.77 Cr. (net of share of associates); cash and bank balances of Rs. 1,573.80 Cr. maintained by your Company in current, margin fixed deposit accounts. The Board has recommended a dividend of Rs.3/- per share subject to the shareholders approval. The aggregate of Dividend and Tax thereon will result into distribution of Rs.35.02 Cr. to the shareholders for the year March 31,2010.

The amount of liquid assets stated above excludes our mark to market value of investment in GTL Infrastructure Limited, which is quoted at Rs.1,254.19 Cr. as on March 31, 2010 as against original investments of Rs. 398.09 Cr., which has been considered in the liquid assets.

13. RISKS

A separate section on risks and their management is provided as a part of this Annual Report. It is important for shareholders and investors to be aware of the risks that are inherent in the Companys businesses. The major risks faced by your Company have been outlined in this section to allow shareholders and prospective investors to take an independent view. We strongly urge Shareowners/ Investors to read and analyze these risks before investing in the Company.

14. SOCIAL COMMITMENTS

The Company continued, during the year under review, to contribute towards social causes as described in the MD&A Report under the caption Corporate Social Responsibility.

15. DIRECTORS

Mr. T. N. V. Ayyar and Prof. Shamkant B. Navathe, Directors retire by rotation at the forthcoming Annual General Meeting and Prof. Navathe being eligible offers himself for re-appointment. Mr. Ayyar is associated with the Company in his capacity as an Independent Director since April 2000. He has conveyed that he would like to devote considerable time in non-profit/charitable causes and thus expressed his desire not to seek re-appointment. The Board places on record its deep appreciation and respect for the valuable advice and guidance received from Mr. Ayyar during his tenure as a Director of the Company.

The background of the Director proposed for reappointment is given under the Corporate Governance section of the Annual Report.

16. PROMOTER GROUP

The Company is a part of Global Group of Companies which is promoted by Mr. Manoj. G. Tirodkar. The promoter group holding in the Company currently is 48.02% of the Companys Equity Capital. The members may note that Global Group inter-alia comprises of the following persons / entities: (1) Mr. Manoj. G. Tirodkar and his relatives as defined under the Companies Act, 1956, (2) Global Holding Corporation Pvt. Ltd. (3) GAH International PTE Limited (4) GHC International Limited.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy:

As the Company is engaged in Network Services and has no activity pertaining to manufacturing, furnishing of details on conservation of energy is not applicable. However, the Company is working towards incorporating energy management solutions

while it carries out the deployment and maintenance of the cell sites. The Company has carried out energy audits to optimize energy consumption in its office premises. The Company continues to invest in research and development towards green energy for towers.

b) Technology Absorption:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in the Annexure A to this Report.

c) Foreign Exchange Earnings & Outgo:

During the year under review the Company earned foreign exchange of Rs. 62.58 Cr. out of which the Company earned a dividend of Rs. 10.75 Cr. from all its overseas subsidiaries the details of which are appearing in the Note No. 14 of the Notes to the Accounts. The particulars regarding foreign exchange expenditure of Rs. 36.10 Cr. during the year are appearing in Note No. 15 of the Notes to the Accounts.

18. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of the employees are required to be set out in an annexure to this Report. However, in terms of the Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said annexure are related to any Director of the Company.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors of GTL Limited, in respect of the year ended March 31,2010, state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

20. AUDITORS

M/s Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s Yeolekar & Associates, Chartered Accountants, Mumbai, were appointed as Joint Auditors at the Twenty First Annual General Meeting to hold office from conclusion of the said meeting till the conclusion of the next Annual General Meeting. The Company has received the necessary certificate from the Joint Auditors respectively pursuant to Section 224 (1B) of the Companies Act, 1956 regarding their eligibility for re-appointment. Accordingly, approval of members to the appointment of M/s. Godbole Bhave & Co., Chartered Accountants, Mumbai and M/s Yeolekar & Associates, Chartered Accountants, Mumbai, as Joint Auditors of the Company is being sought at the ensuing Annual General Meeting.

21. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals. Members attention is drawn to these items and Explanatory Statement annexed to the Notice.

22. GENERAL

Notes forming part of the Accounts are self-explanatory.

23. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support. Your Directors also thank the employees at all levels, who through their dedication, co-operation and support, have enabled the Company to achieve sustained growth.

On behalf of the Board of Directors,

Manoj G. Tirodkar

Chairman & Managing Director

Mumbai April 20, 2010

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