GTL

The Directors take pleasure in presenting their Twentieth Annual
 Report together with the Audited Accounts for the year ended March 31,
 2008.
 
 1.  FINANCIAL RESULTS
                                                         Rs. Crores*
 
 Particulars                         Twelve Months       Nine Months
                                        2007-08            2006-07
                          Consolidated Stand-alone  Consolidated  Stand-
                                                                  alone
 
 Total Income                  1772.56     1434.41    927.46     693.52
 Profit before Depreciation, 
 Interest and Financial 
 Charges (Net) and
 Tax (PBDIT)                    266.08      230.39    119.26      90.49
 Profit before Depreciation 
 and Tax (PBDT)                 210.93      157.80    103.89      76.66
 Less: Depreciation              49.55       45.88     30.85      29.96
 Profit before Tax and 
 extra-ordinary items           161.38      111.92     73.04      46.70
 Add: Extra-ordinary income      19.92       21.88      NIL        NIL
 Less: Prior Period items        (7.20)      (7.20)    (3.08)     (3.05)
 Less: Provision for Taxation     7.24        5.31      5.61       3.67
 Profit after Tax               266.86      121.29     64.35      39.98
 Add: Excess provision of 
 Equity Dividend and Tax on 
 Dividend written
 back                             1.71        1.71     20.11      20.11
 Add: Minority Interest          (0.21)        N.A.     0.15        N.A.
 Add: Share Profits in 
 Associates                     (11.94)        N.A.     2.15        N.A.
 Add: Reserve on Consolidation   (0.15)        N.A.    (0.15)       N.A.
 Add: Balance brought forward 
 from the last year             176.74       82.21    125.35      57.34 
 
 Profit available for 
 Appropriation                  433.01      205.21    211.96     117.42
 
 Appropriations:
 
 Recommended Equity dividend     28.37       28.37     25.82      25.82
 Dividend tax                     4.82        4.82      4.39       4.39
 Amount transferred to
 - General Reserve               22.00       22.00      5.00       5.00
 Balance Carried Forward        377.82      150.02    176.75      82.21
 Total of Appropriation and 
 Balance C/F                    433.01      205.21    211.96     117.42
 
 * 1 Crores equals 10 million
 
 In giving effect to the Accounting Standard 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.
 
 2.  RESULTS OF OPERATIONS AND BUSINESS OVERVIEW
 
 Comment on composition of revenue sources
 
 The revenues for FY 2007-08 from our worldwide operations stood at Rs.
 1,771.34 Crores. During the year we sold off our Enterprise Network and
 Managed Service business to Orange business services.  Despite the
 sell-off the Company grew its revenue by 30% year-on year. The growth
 reinforces our strategy to concentrate on the core business of Network
 Services.
 
 Client / Customers
 
 GTL has a vast domestic and international client base which includes
 global Telecom OEMs and Operators. During the year, we further
 strengthened our presence and gained foothold in the Middle East.  USA
 and APAC region through business expansions and through acquisitions.
 GTL also aligned through various partnerships and alliances to expand
 its service offerings and its customer base.  Prominent amongst those
 were the strategic alliances with Ericsson UK, Navini Networks, ZTE and
 Huawei. We intent to leverage these alliances to expand our service
 offerings into new territories and cross sell other service offerings.
 (A snapshot of partnership and business alliances is provided in a
 separate section as a part of this Annual Report)
 
 Business Overview
 
 GTL has so far executed projects in 35 countries providing several
 types of services to 36,000 cell-sites across the world. In the process
 we have build and managed over 45 Cellular Networks.
 
 We also took several initiatives to enhance the delivery capability
 like decentralization of project organization and development of local
 partners. This resulted in enhancing the delivery capability, leading
 to shorter project time and increase in customer satisfaction. At the
 same time, we have consolidated our delivery capabilities overseas
 across South Africa, Mauritius, Thailand, Saudi Arabia and UAE.
 
 We performed well in FY 2007-08. While the details are given in the
 Management Discussion and Analysis, let us share a few financial
 highlights on a consolidated basis:
 
 Net Sales and Operating Income on a consolidated basis for the year was
 Rs. 1,771.34 Crores as against Rs.1,156.20 Crores, a growth of 53.20%
 
 Our order visibility as of March 31, 2008 stands at Rs. 2,124 Crores.
 
 The Board has recommended a dividend of Rs. 3/- per equity share.
 
 Mergers & Acquisitions:
 
 GTL identified a road map, which includes inorganic growth for its core
 business of Network Services. We plan to increase our capabilities and
 establish our presence in new markets with a sound customer base
 through these acquisitions. The key objectives behind inorganic growth
 are as follows:
 
 Change of business mix: Increase business from high margin recurring
 revenue segments
 
 - Change the geography mix: Increase business from international
 markets particularly APAC, Europe, USA and Africa Change the
 positioning: Be the strategic partner of operator instead of being a
 vendor During the year under review we acquired ADA Cellworks, a
 leading player in Network Planning and Designing and Professional
 Services in APAC region for a consideration of Rs. 100 Crores. The
 acquisition has opened up markets like China, Indonesia & Taiwan. We
 also acquired Strategic Communication Services (SCS) in USA. This
 acquisition has helped us to strengthen our presence and build strong
 relationship with operators in USA. (A detailed description on the same
 is provided in a separate section on M&A as a part of this Annual
 Report).
 
 Enterprise Network Services and Managed Services business Sell-off
 
 In July 2007, GTL and its subsidiaries through separate and independent
 transaction sold off Enterprise Network Services and Managed Services
 business to Orange Business Services, the business communications arm
 of France Telecom in an all cash deal. In the process 590 plus
 employees were transferred to Orange Business Services
 
 GTL as part of its IT services business offered, Enterprise Solutions
 and Managed Services to medium and large Corporates. It had over 450
 customers, comprising of blue chip companies, with major presence in
 the BFSI and ITES segments. The exit from the enterprise business
 allowed GTL to free up management bandwidth to focus on the high growth
 business of Network Services.
 
 Transfer of BPO/KPO Assets
 
 GTL has transferred its IT Application Management, BPO, KP0 businesses
 and all related assets to Global ProServ Ltd, a subsidiary of GTL.
 These businesses have strong customer base, quality manpower and
 assets. GTL is considering to divest its stake in Global ProServ at a
 fair valuation which would help in creating value for shareholders.
 
 3.  UNLOCKING VALUE FOR THE SHAREHOLDERS
 
 I.  Creeping Acquisition/ Open Offer by the Promoter:
 
 The Promoter of the Company, Mr. Manoj G. Tirodkar has a passionate
 commitment towards the business prospects of GTL, and in order to
 demonstrate his conviction, he has recently concluded upon a 4.95%
 creeping acquisition of the shares in the Company. Depicted in the
 table below are the details of all the creeping acquisitions and the
 open offer conducted by him since 2006, which has lead to an investment
 of Rs.345 Crores by the promoter.
 
 2006-07                Period    No. of    Avg.    Value 
                                  Shares    Prices 
                                           (in Rs.) (In Rs. Cr.)
 
 Creeping Acquisition FY 2005-06 4,107,203     128        52
 Open Offer/Creeping  FY 2006-07 8,738,004     127       128
 Acquisition
 Creeping Acquisition FY 2007-08 4,683,099     244       114
 Creeping Acquisition Since April1,892,032     271        51
                      2008
 
 Total                          19,420,338     169       345
 
 II.  Buy Back & Dividend:
 
 a) Buyback of Equity Shares:
 
 In terms of the approvals, accorded by the Board on April 25, 2007 and
 the shareholders through postal ballot result which was announced on
 July 5, 2007, the Company decided to buy back up to 8,629,333 fully
 paid-up equity shares of Rs. 10/- each at a price of Rs.  300/- per
 share through tender route. The Companys offer for Buyback opened on
 October 29, 2007 and closed on November 19, 2007. The Company received
 a favorable response to the Buyback offer. The Buyback offer
 oversubscribed by 3.768 times. Since the total number of shares
 tendered by the shareholders was more than the Buy Back size, the
 shares accepted by the Company were on proportionate basis in
 accordance with Securities & Exchange Board of India (Buyback of
 Securities) Regulations, 1998.
 
 The Company paid out a consideration amounting to Rs. 258.88 Crores for
 8,629,333 Shares and consequently in terms of the provisions of the
 Companies Act, 1956 and Securities & Exchange Board of India (SEBI) buy
 back regulations, the Company cancelled and extinguished 8,629,333
 Equity Shares accepted in the buyback offer. The Share Capital of the
 Company post buyback offer and as of March 31,2008 is as follows:
 
 Description                                   No of Shares
 
 Paid-up Share Capital of the Company Pre       102,329,908
 Buyback (November 2007)
 Extinguishment of Shares Bought Back             8,629,333
 Paid-up Shares Capital of the Company Post      93,700,575
 Buyback (December 6, 2007)
 
 b) Dividend:
 
 The Directors recommend a 30% dividend on the equity capital for the
 year ended March 31, 2008, as against the 25% in the previous year
 consisting of nine months period. In the last 3 years, we have
 disbursed cash to the extent of Rs. 473.34 Crore in various forms to
 our shareholders and considering the proposed dividend for F Y 2007-08,
 the said amount would go up to Rs.501.71 Crore. The details of the same
 are as given below:
 
 Particulars                      Period            Amount
                                                  (Rs. Crores)
 
 Dividend of Rs. 20/share        FY 2005-06            190.10
 
 Dividend of Rs. 2. 5 per share  FY 2006-07             24.36
 
 BuyBack of Shares @ 
 Rs. 300/share                   FY 2007-08            258.88
 Total Cash Returned to                        
 Shareholders
 
 Proposed Dividend of            FY 2007-08             28.37
 Rs. 3.0 per share
 Grand Total                                           501.71
 
 4.  SHARE CAPITAL, BUYBACK OF EQUITY SHARES, FOREIGN CUR- RENCY
 CONVERTIBLE BONDS (FCCBs) AND EMPLOYEE STOCK OPTION PLANS (ESOPs)
 
 i.  Foreign Currency Convertible Bonds (FCCBs):
 
 All the Outstanding FCCBs as on September 30, 2007 were converted into
 Equity shares in the month of December 2007 and hence there were no
 outstanding bonds as on March 31, 2008. This is the 2nd issue (1 st one
 being in 1996) which has fully converted into Equity Shares.
 
 ii.  Equity:
 
 The movement of Equity Capital due to allotment of shares consequent
 upon conversion of FCCBs & ESOPs and reduction of Capital due to buy
 back is as under:
 
 Particulars                                 No. of Equity Shares
 
 Equity Capital as on March 31, 2007               97,316,886
 
 Add: Allotment of Equity Shares on ac-               144,320
 count of Conversion of ESOPs
 
 Add: Allotment of Equity Shares on ac-             5,742,206
 count of Conversion of FCCBs
 
 Less: Buyback of Equity Shares                    (8,629,333)
 Equity Capital as on March 31, 2008               94,574,079
 
 iii.  Preference:
 
 During the year under review, the Company has not issued, allotted or
 redeemed any preference shares.
 
 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, 2008 a total of 817 employees
 hold 5,303,293 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.
 
 The brief particulars of various ESOPs are under:
 
 No. of outstanding ESOPs as on March 31, 2007          1,892,365
 
 Less: No. of ESOPs Converted during the year             144,320
 Less: Forfeited during the year                          277,602
 Add: Grants issued during the year                     3,832,850
 Total no. of outslanding ESOPs as on March 31,2008     5,303,293
 
 Considering the further allotment of warrants to the eligible employees
 of the Company and its subsidiaries, the fully diluted equity capital
 of the Company would be as under:
 
 Equity Capital
 
                                        Rs. In Crore
 
 Equity Capital on March 31, 2008              94.57
 Add : Full ESOP Conversion                     5.30
 Fully Diluted Equity Capital                  99.87
 
 5.  CAPITAL MARKET DEVELOPMENTS:
 
 Trading Group and Futures and Options (F & 0) Segment
 
 The Companys equity shares are listed with Bombay Stock Exchange
 Limited (BSE) under the category Group A, which was shifted to Group
 B effective March 3, 2008 due to new eligibility criteria adopted by
 BSE. 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).
 
 Average daily traded volumes
 
 The average daily traded volume in the Companys shares on BSE and NSE
 was 290,762 and 737,789 shares respectively, in the year ended March
 31, 2008 as against 338,291 and 654,570 shares respectively in the
 previous financial year (nine months period ended March 31, 2007).
 
 Limits for Foreign Investments
 
 Category           Holding Permitted        Holding as on March 31,
                                                      2008
                   No. of Shares   % of Share No. of Shares % of Share
                                     Capital                  Capital
 
 NRI/OCBs             22,697,779     24%       1,255,228       1.33%
 Flls                 69,984,818     74%      20,929,048      22.13%
 
 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.  The Company has one domestic and 32 international subsidiaries. In
 accordance with Section 212 of the Companies Act, 1956, the detailed
 Accounts and the Directors Reports of the respective subsidiaries form
 part of the Annual Report of the Company.
 
 The Company generated international revenue for the year ended March
 31,2008, on a consolidated basis of Rs 1,771.34 Crores equivalent to
 US$ 444.17 Mn.
 
 b.  The Details of the guarantees given during the year is as
 mentioned below:
 
 As On                     Rs. Crores                     US$ Mn
                    Performance    Financial     Performance Financial
 
 March 31,2007         175.96         712.50            44.13       178.71
 June 30,2007          257.70         989.97            64.64       248.30
 Sept. 31,2007         233.72       1,383.23            58.62       346.93
 Dec. 31,2007          281.21       1,819.10            70.53       456.26
 March 31,20081        418.24         995.00           104.90       249.56
 
 Guarantees are given:
 
 1.  For Performace of its Subsidiries.Associates & affiliates.
 
 2.  To avail Financial Assistance to its Subsidiaries & Associates
 
 The Increase in Guarantees during the year is in tune with increased
 revenue & business opportunities to Companys from its Subsidiaries,
 Associates.
 
 The Financial Guarantees are substantially reduced in the last quarter
 (January - March 2008) from Rs.1,819.10 crores (US$ 456.26 Mn) to
 Rs.995.00 crores (US$ 249.56 Mn). The Company continues its plan to
 reduce Guarantees given to its Associates.
 
 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 Deloitte Haskins and
 Sells, a member firm of Deloitte Touch Tohmatsu, is given elsewhere in
 this Annual Report. The said section also includes the certificate of
 the Statutory 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 conferences of
 senior / middle level management and involving them in all critical
 decision making processes. During the year under review, the Company
 won the Golden Peacock Global Award for Corporate Governance and
 appeared among the top 10 in S&Ps Environment, Social and Governance
 (ESG) Index.
 
 9.  MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
 
 Management Discussion and Analysis Statement is attached to this
 Report.
 
 10.  HUMAN RESOURCES
 
 This year we focused on reorganizing the manpower internally to ensure
 that our focus remains on network services. Talent infusion into the
 organization and training ensured that we keep the productivity levels
 high. Based on the training needs identification process, training
 inputs were provided both in-house and through external training
 programmes. During the year the Company completed integration of
 Genesis Consultancy of UK acquired in 2006. It also acquired ADA
 Cellworks in Malaysia and SCS Communications in USA with an aggregate
 of over 1,200 plus employees to the company from a host of countries
 around the world - Europe, China, Taiwan, USA and Malaysia to name a
 few, thus making cultural diversity an impending priority for the
 company.
 
 The awards and recognition programmes for significant achievements
 further strengthen our drive towards fostering an achievement- oriented
 culture. (A detailed description on the same is provided in the
 Management Discussion and Analysis Statement which is a part of this
 Annual Report)
 
 11.  AWARDS
 
 In the Financial Year 2007-08 the Company received many prestigious
 awards, a brief of whieh is stated below:
 
 Awards won
 
 1 Among top 10 in S&P ESG India Index for Environmental, Social &
 Corporate Governance practices
 
 2 Amity Corporate Excellence Award for being the most admired
 business organization and for good performance recorded by the company.
 
 3 HR Excellence Award for CEO
 
 4 4Ps Power Brand Award for its contribution to the industry and the
 economy while the company excelled in its business vertical throughout
 the year.
 
 5 Golden Peacock Global Award for Corporate Governance for its Good
 Corporate Governance practices that reflected through its transparent
 disclosures and compliance and voluntary audit of the quarterly
 accounts, functioning of the Board and Corporate Social responsibility
 activities.
 
 6 The Pegasus Awards in recognition of Corporate Leadership for social
 responsibility and sustainable development initiatives
 
 12.  LIQUIDITY
 
 As on March 31,2008, GTL had liquid assets (including investments) of
 Rs. 1,163.58 Crores, as against Rs.1,200.31 Crores in the previous
 year. These represented investments worth Rs. 302.55 Crores; cash and
 bank balances of Rs. 861.03 Crores 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. This
 will result into aggregate distribution of Rs. 28.37 Crores to
 shareholders on a fully diluted basis and will bring down cash balances
 accordingly.
 
 The amount stated above excludes our mark to market value of investment
 in GTL Infrastructure Limited, which is currently at a staggering
 amount of RS.1,276.40 Crores.
 
 13.  RISKS
 
 A separate section on risks and their management is provided as 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 Information Memorandum under
 the caption Corporate Social Responsibility. We have taken our
 commitment towards CSR seriously and have won The Golden Peacock Award,
 The Pegasus Award and also the Business for Social Responsibility
 Award.
 
 15.  DIRECTORS
 
 Directors, Mr. Sadanand D. Patil and Mr. Vinod Sethi, retire by
 rotation at the forthcoming Annual General Meeting and both the
 Directors being eligible, offer themselves for re-appointment.
 
 The Board of Directors in its meeting held on October 5, 2007 appointed
 Mr. Charudatta Naik as an Additional Director and Whole- time Director
 & Chief Operating Officer w.e.f. October 1, 2007.  Mr. Naik holds
 office upto the date of the ensuing Annual General Meeting. The Company
 having received notice under Section 257 of the Companies Act, 1956,
 proposes his appointment as Director, liable to retire by rotation.
 Also, the Board has placed and appropriate resolution for appointment
 of Mr. Naik as whole-time Director and Chief Operating Officer for
 consideration of the members.
 
 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 part of Global Group of Companies which is promoted by
 Mr. Manoj G. Tirodkar. The Promoter Group Holding in the Company
 currently is 39.61% of the Companys Equity Capital.
 
 The members may note that the Global Group inter-alia comprises of the
 following persons/ Entities: (1) Mr. Manoj G. Tirodkar & his relatives
 as defined under the Companies Act, 1956 (2) Global Holding Corporation
 Private Limited (3) GAH International Pte. Ltd.  (4) GHC International
 Ltd. (5) Finav Securities Private Limited.
 
 17.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOR- EIGN 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. Alternate fuels and
 equipments that would enable the operator to run the site in a cost
 effective manner are being developed and tested. This would not only
 translate into opex savings for operators but also help in environment
 protection. Currently a team has already been set up to work in this
 area.
 
 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:
 
 The initiatives taken to increase exports developments of new export
 markets for the services and the export plans of the Company have been
 dealt under the heads International Operations & Subsidiaries. The
 Company earned a dividend of Rs. 3.69 Crores from all its international
 subsidiaries. The particulars regarding foreign exchange earnings
 during the year under review of Rs. 52.16 Crores are appearing in the
 Note No. 13 of the Notes to the Accounts. The particulars regarding
 foreign exchange expenditure of Rs. 57.45 Crores during the period are
 appearing in Note No. 14 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, 2008, state that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 2.  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;
 
 3.  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;
 
 4.  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 Nineteenth 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, coperation and
 support, have enabled the Company to achieve sustained growth.
 
                            On behalf of the Board of Directors,
 
 Mumbai                                    Manoj G. Tirodkar
 April 11, 2008                   Chairman & Managing Director