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 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 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:
 
 » 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.
 
 » 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 ‘B'' 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 ‘Group B''. The Company''s equity shares are listed with
 National Stock Exchange of India Limited (NSE) under the category ‘CNX
 Midcap 200''. Effective December 29, 2006, the Company''s equity shares
 were introduced in the ‘Futures & 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 Partner” 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 Award”, the highest award, in the Large Services category for the
 Best Performing Organization in the World” 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
 ‘Corporate 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 ‘A 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