The Members,
 
 The Directors are pleased to present their Eighth Annual Report
 together with the Audited Accounts for the year ended March 31,2011.
 
 1.  FINANCIAL RESULTS
 
                                                        Rs. in Crore
 
                                 Consolidated         Standalone
 
 Particulars                 2010-2011      2010-2011     2009-2010
 
 Total Income                1,080.77        532.19        381.32
 
 PBDIT                         655.59        322.78        224.17
 
 Depreciation                  574.77        207.66        198.32
 
 PBIT                           80.82        115.12         25.85
 
 Interest and Finance 
 Charges (Net)                 655.17        254.41         28.43
 
 Profit/(Loss) Before Tax     (574.35)      (139.29)        (2.58)
 
 Provision for Taxation
 Net Profit/(Loss)            (574.35)      (139.29)        (2.58)
 
 Figures regrouped reclassified wherever necessary to make them
 comparable.
 
 Financial Performance
 
 On a standalone basis for the year under review, total income at Rs.
 532.19 Cr. was higher over the previous year''s total income of Rs. 381.32
 Cr.  Operating Profit / (Loss) (profit before taxes excluding other
 income) was at Rs. (181.06) Cr. in comparision to previous year''s
 Operating Profit / (Loss) of Rs. (35.94) Cr. Net Profit / (Loss) for the
 year was at Rs. (139.29) Cr. in comparision to previous year''s net profit
 / (loss) of Rs. (2.58) Cr.
 
 On a consolidated basis, total income for the year under review was at
 Rs. 1080.77 Cr. Operating Profit / (Loss) (profit before taxes excluding
 other income) was at Rs. (647.55) Cr. Net Profit / (Loss) for the year
 was at Rs. (574.35) Cr.
 
 This increase in revenue was mainly driven by the growth in number of
 towers and tenancy. The Company''s tower portfolio on a consolidated
 basis has increased from 12,456 in FY2009-10 to 32,650 in FY2010-11
 mainly on account of the acquisition of 17,500 towers with 21,000
 tenants by the Company''s subsidiary Chennai Network Infrastructure
 Limited (CNIL) from Aircel. Accordingly, the Company''s total number of
 tenants increased from 13,221 in FY 2009-10 to 41,702 in FY 2010-11.
 
 The factors contributing to the financial performance are discussed
 more elaborately in the Management Discussion and Analysis Report which
 forms part of this Annual Report.
 
 2.  MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 The Management''s Discussion and Analysis Report for the year under
 review as stipulated under Clause 49 of the listing agreement with the
 stock exchanges in India, on the Company''s performance, industry trends
 and other material changes with respect to the Company and its
 subsidiary, wherever applicable, is presented in a separate section
 forming part of this Annual Report.
 
 3.  ACQUISITION OF AIRCEL TOWERS
 
 The Company through its subsidiary CNIL has acquired a tower portfolio
 of 17,500 towers from Aircel Limited and its subsidiaries (Aircel).
 Aircel''s tower portfolio was acquired at an enterprise value of Rs. 8,026
 Crore. Global Group had funded the deal in a mix of debt of Rs. 5,000 Cr.
 and the balance through equity. The deal was closed on July 19,2010.
 Aircel entered into an agreement for a 15-year period with CNIL for
 using the towers for its operations and has also committed 20,000
 tenancies over a period of three years, which CNIL can meet using the
 existing tower portfolio of CNIL or the tower portfolio of the Company
 or by using tower portfolio of other tower providers.
 
 Post acquisition of Aircel''s tower portfolio, the Company is in the
 process of merging CNIL with itself. Both the Company and CNIL have
 filed the requisite merger petitions with the High Court of Judicature
 at Bombay and Madras respectively. On July 22,2011, the Hon''ble Bombay
 High Court has sanctioned the merger, and sanction from the Hon''ble
 Madras High Court is awaited. The Appointed Date of the merger is
 August 1,2010.
 
 Post merger the Company will be issuing one fully-paid equity share of
 the face value of Rs. 10/- each of the Company to the CNIL shareholders
 for every four fully paid equity shares of the face value of Rs. 10/-
 each held by them in CNIL. In consideration of the merger of CNIL with
 the Company and upon the coming into effect of the merger, the Company
 has to issue and allot 890,072,500 Equity Shares to the shareholders of
 CNIL. Consequently, the total share capital of the Company would go up
 by 890,072,500 new equity shares..
 
 As on March 31,2011, CNIL has a total tower portfolio of 17,500 towers
 with a tenancy of 1.37x on total portfolio basis.
 
 4.  SUBSIDIARY COMPANY
 
 During the year under review, CNIL became subsidiary of the Company.
 The Company has contributed Rs. 1,815.72 Cr. towards the corpus of Tower
 Trust, with the sole beneficial ownership remaining with itself. Tower
 Trust has subscribed this amount in the equity share capital of CNIL
 and holds 1,815,722,400 equity shares of Rs. 10/- each representing 51%
 of its total issued and paid-up equity share capital.
 
 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
 Balance Sheet, Profit & Loss Account and other documents of the
 subsidiary company have not been attached with the Balance Sheet of the
 Company. Financial information of the subsidiary company, as required
 by the said general approval has been furnished separately in the
 Consolidated Balance Sheet in this Annual Report. The Company will make
 available the Annual Accounts of the subsidiary company and related
 detailed information to the Company''s and the subsidiary company''s
 shareholders, seeking such information at any point of time. The Annual
 Accounts of the subsidiary company will also be kept open for
 inspection by any shareholder at the Registered/Head Office of the
 Company and that of the subsidiary company.
 
 The Company sought requisite approval from the Office of the Registrar
 of Companies, Maharashtra, Mumbai for convening|he Annual General
 Meeting of the Company on or before December 31,2011, in view of the
 pending process of merger of CNIL with the Company.
 
 Since the sanction for the merger of CNIL with the Company is awaited
 from the Hon''ble Madras High Court and it is not likely to be received
 on or before the date of convening of the ensuing Annual General
 Meeting, the financial statements of the Company for the financial year
 ended March, 31,2011 are prepared without considering the CNIL
 financial statements and once the merger scheme between CNIL and
 Company is approved by the Hon''ble Madras High Court, the Company''s
 financial statements will be re-casted with effect from the Appointed
 Date i.e. August 1,2010.
 
 The consolidated financial statements of the Company prepared in
 accordance with applicable accounting standards forms part of this
 Annual Report.
 
 5.  RECENT DEVELOPMENTS AT MACRO AND MICRO ECONOMIC LEVEL AND PRICE
 FALL IN THE COMPANY''S EQUITY SHARES
 
 The Indian economy in general and the telecom industry in particular is
 witnessing turbulent times for over a year on socio, economic and
 business front though there is a stable government at the centre. For
 more than a year the country is facing problem of inflation which is
 hovering between 9-11 % despite the various measures initiated by the
 government machinery viz., increase in REPO rates by Reserve Bank of
 India for 13 times since March 2010 to combat inflation at the cost of
 growth.
 
 The corrective remedies taken by the Government on arresting spiralling
 inflationary trend by increasing REPO rates several times has increased
 the Lending rate, which was around 9% to the level of 13-14% p.a., this
 coupled with soaring prices of crude oil in international market had
 negative effect on our economy 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, minimal success of 3G services
 launched by operators, pressure on cash flow due to higher financing
 costs and lack of new equity investments resulting into the deferring
 of rollout 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 Lac Cr. 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.
 Telecom operators have deferred Capex, new equity is not coming into
 telecom sector and FDI for telecom/tower space has been virtually
 non-existent last one year; and
 
 3.  Several International Investors have been engaged in various
 investigations and related issues resulting in lack of confidence in
 the telecom sector by International strategic investors.
 
 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 its promoter company GTL Limited by about 12% on
 Friday, June 17, 2011. The market price of the equity shares of the
 Company which was about Rs. 32/- was brought down to about Rs. 28.25/- 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 43% to the level of Rs. 16.85/- and the current market
 price, as on the date of this report, is about Rs. 8.50/-.  The
 unscrupulous elements in the stock market spread various rumors which
 were timely denied and appropriate communication was sent to Bombay
 Stock Exchange Limited (BSE) and National Stock Exchange of India
 Limited (NSE) in response to their letters. Further, the Company has
 also requested market regulator - Securities & Exchange Board of India
 for making necessary investigations for sharp fall in the Company''s
 share price.
 
 Pledge of Promoter shareholding in the Company
 
 As on April 1,2010, the Promoter, GTL Limited (GTL) was holding 31.30%
 of the equity share capital of the Company. Between April 2010 and June
 2010, by way of creeping acquisitions in the open market, GTL''s holding
 increased to 36.22% of the equity share capital of the Company.
 
 CNIL, subsidiary of the Company availed a Term Loan of Rs. 250 Cr. from
 IFCI Limited (IFCI). For securing the said loan, GTL had entered in to
 a Non Disposal of Shares Undertaking cum Escrow Agreement (NDU) with
 Power of Attorney on July 12, 2010 with IFCI for 122,000,000 equity
 shares held by GTL in the Company. Subsequently, GTL was required to
 top-up escrow account with IFCI with additional 151,729,000 equity
 shares held by it in the Company taking the total to 273,729,000 equity
 shares.
 
 In view of the fall in share price of the Company, 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 Lac. On July 20,2011,
 IFCI informed GTL about invocation of pledge on 176,368,219 equity
 shares of the Company at the closing price of Rs. 14.25 per share on NSE,
 thereby appropriating the proceeds amounting to about Rs. 251 Cr. 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, GTL''s holding in the
 Company stands reduced from 36.22% to 17.78%.
 
 GTL, the pledgor has contested this appropriation by IFCI. By an Order
 dated August 29, 2011, the Hon''ble Delhi High Court has held that IFCI
 was a lender to CNIL and its position was reverted to the position of a
 pledgee of the 176,368,219 shares held by GTL in the Company and it was
 further held that the appropriation of these shares to itself was
 incorrect. However, IFCI has not returned these 176,368,219 shares to
 GTL despite the order of the Hon''ble Delhi High Court on August
 29,2011.  ''
 
 GTL Limited thus continues to be the beneficial owner and shareholder
 of the 273,729,000 shares. The 176,368,219 shares are reduced by
 831,426 shares sold by IFCI in the market. The Hon''ble Delhi High Court
 has granted GTL liberty to claim damages for the sale of shares by IFCI
 by its Order dated August 29,2011.
 
 On September 8,2011, IFCI issued a notice to GTL and CNIL for
 redemption of the pledge of approximately 17.64 Cr. shares. GTL, CNIL
 and the Company have contested such action and the Divisional Bench of
 the Hon''ble Delhi High Court has granted Order on September 21,2011 by
 which it was held that IFCI shall not sell any further shares of the
 Company which are pledged with them. Currently, both the matters are
 sub-judice.
 
 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 the current events.
 The Company has proactively appointed SBI Capital Markets Limited (SBI
 Caps) and IDBI Capital Market Services Limited (IDBI Caps) to review
 and assess the present and future working of:
 
 The Sector
 
 Company, its financial and its obligations to suggest / advise any
 appropriate steps / remedies required to protect Lenders'' interest
 
 SBI Caps / IDBI Caps were 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 March 31,2011, the Company has a debt of Rs. 5,039 Cr. Primarily
 the debt has been used for capital expenditure and other business
 purposes.
 
 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. The
 Company also faced difficulty in raising cheaper sources of funding.
 
 The sudden slowdown in telecom sector has resulted in reduced tenancy.
 
 The weakness in the global markets and the Indian telecom sector has
 prevented the Company in raising equity and reduce its debt.
 
 All these factors have impacted the ability of the Company to service
 and repay debt to lenders. As a result, the Company was compelled to go
 in for restructuring of its debt through CDR process and has filed
 requisite proposal for CDR in July 2011. The CDR exercise should help
 the Company tide over the liquidity issues.
 
 Based on the proposal, the Corporate Debt Restructuring Empowered Group
 in its meeting held on August 12, 2011 admitted the Company''s proposal
 under CDR mechanism with support of the super majority lenders and a
 communication to that effect was received by the Company from the CDR
 Cell on September 26,2011.
 
 6.  SHARE CAPITAL
 
 During the year under review, there was no change in the Equity Share
 Capital of the Company. As on March 31,2011 the Equity Share Capital of
 the Company was Rs. 957.35 Crore. No new Equity Shares have been allotted
 subsequent to March 31,2011.
 
 The Equity Share Capital is subject to dilution on account of -
 
 a) Foreign Currency Convertible Bonds (FCCBs)
 
 During the FY 2007-08, the Company raised US $ 300 Million through Zero
 Coupon FCCBs at a conversion price of Rs. 53.04 per share for meeting the
 capital expenditure, acquisition and other expenses permitted by the
 regulatory authorities. The status of FCCBs allotted is as under.
 
                                                      (In Crore)
 
 Particulars                 No. of FCCBs       No. of Equity Shares
                             (of US $ 1 Lac
                                 each)           upon conversion
 
 FCCBs allotted                  3,000                22.23
 
 Conversion till March 31,2011     717                 5.31
 
 Balance as on 31.03.2011/
 23.11.2011                      2,283                16.92
 
 If all the balance 2,283 FCCBs are converted into equity shares, the
 total share capital would go up by 169,158,948 i4w equity shares.
 
 b) Employees Stock Option Scheme
 
 The shareholders have authorized issue of shares, not exceeding 5% of
 issued equity capital of the Company, to its employees in the form of
 stock options. As on March 31,2011, a total of 166 Employees (Previous
 Year 173) hold 13,651,804 Stock Options (Previous Year -11,968,904) as
 under:
 
 Particulars                                       No. of Options
 
 No. of outstanding Options as on April 01,2010       11,968,904
 
 Add: No. of Options issued during the year            1,800,000
 
 Less: No. of Options converted during the year             Nil
 
 Less: No. of Options lapsed during the year             117,100
 
 Outstanding Options as on March 31,2011              13,651,804
 
 If all the outstanding Options are converted into equity shares, the
 total share capital would go up by 13,651,804 new equity shares.
 
 As required by SEBI (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999, the particulars of Employee Stock
 Option Scheme 2005 are set out in the Annexure to Directors'' Report.
 
 c) Consideration to CNIL Shareholders for merger
 
 In consideration of the merger of CNIL with the Company, in terms of
 and upon the coming in to effect of the merger scheme, the Company
 shall, without any further application, issue and allot 890,072,500
 equity shares to the CNIL shareholders. Consequently, the total share
 capital would go up by 890,072,500 new equity shares.
 
 Further CNIL had received advance share application money of Rs. 445 Cr.
 from one of its shareholders towards Cumulative Redeemable Preference
 Shares of Rs. 100/- each. These Cumulative Redeemable Preference Shares
 are pending allotment by CNIL. In terms of and upon the coming in to
 effect of the merger scheme, the Company may have to issue and allot
 these Cumulative Redeemable Preference Shares of Rs. 100/- each.
 
 7.  DIVIDEND
 
 The Company is in the business of providing telecom towers on a shared
 basis to multiple wireless telecom service providers and is capital
 intensive in nature.  During the year under review it has acquired
 17,500 towers from Aircel Limited and its subsidiaries (Aircel). In
 view of the acquisition of Aircel towers, the capital intensive nature
 of business, recent developments mentioned above and no profits on
 account of high depreciation and interest, no dividend has been
 proposed.
 
 8.  FIXED DEPOSITS
 
 The Company has not invited or accepted any fixed deposits and, as
 such, no amount of principal or interest was outstanding as of the
 Balance Sheet date.
 
 9.  CORPORATE GOVERNANCE
 
 Report on Corporate Governance along with the Certificate of the
 Auditors, M/s. Chaturvedi & Shah, Chartered Accountants and M/s.
 Yeolekar & Associates, Chartered Accountants confirming compliance of
 conditions of Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement with the stock exchanges is given elsewhere in this
 Annual Report.
 
 10.  DIRECTORS
 
 Mr. Vishwas Pathak, Mr. Charudatta Naik and Mr. Manoj G. Tirodkar
 retire by rotation at the forthcoming Annual General Meeting and Mr.
 Charudatta Naik and Mr. Manoj G. Tirodkar being eligible offer
 themselves for re-appointment.
 
 Mr. Vishwas Pathak is associated with the Company in his capacity as an
 independent Director since August 2005. Mr. Pathak has conveyed that he
 has relocated to Nagpur 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. Pathak
 during his tenure as a Director of the Company.
 
 The Board of Directors in its meeting held on April 29, 2011 appointed
 Mr. Ananth Ravi as an additional Director and Whole-time Director &
 Chief Executive Officer of the Company w.e.f. May 2,2011. Due to
 personal reasons, on July 21,2011, Mr. Ravi resigned as the Whole-time
 Director and Chief Executive Officer of the Company.
 
 The Board of Directors in its meeting held on July 21, 2011 appointed
 Mr. Milind Naik as an additional Director and Whole-time Director &
 Chief Operating Officer of the Company with effect from July 21, 2011.
 Mr. Milind Naik will hold office till the date of the ensuing Annual
 General Meeting of the Company.  The requisite notice together with
 necessary deposit has been received from a member pursuant to Section
 257 of the Companies Act, 1956 proposing the candidature of Mr. Milind
 Naik as a Director of the Company. Accordingly, necessary resolution
 has been incorporated in the notice of the ensuing Annual General
 Meeting for his appointment as a Director and Whole-time Director.
 
 The background of the Directors proposed for reappointment /
 appointment is given under the Corporate Governance Section of this
 Annual Report.
 
 11.  PROMOTER GROUP ''
 
 The Company is a part of Global Group and is promoted by GTL Limited.
 The members may note that the Promoter Group comprises of Global
 Holding Corporation Private Limited and such other persons as defined
 under the SEBI Regulations. The Promoter Group holding in the Company
 is currently 39.90% of the Company''s Equity Share Capital.
 
 12.  AUDITORS & AUDITORS'' REPORT
 
 M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Yeolekar &
 Associates, Chartered Accountants, were appointed as Joint Auditors of
 the Company at the Seventh Annual General Meeting of the Company to
 hold office from the 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 the members to the appointment of M/s.
 Chaturvedi & Shah, Chartered Accountants and M/s. Yeolekar &
 Associates, Chartered Accountants as Joint Auditors of the Company is
 being sought at the ensuing Annual General Meeting.
 
 The Auditors'' Report to the shareholders on the Accounts of the Company
 for the financial year ended March, 31, 2011 does not contain any
 qualification or adverse remarks.
 
 13.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956 and based on the information provided by the management, your
 Directors state that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 b) 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 as at March 31,2011 and of the loss of the Company for
 the year ended on that date;
 
 c) 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
 
 d) the Directors have prepared the annual accounts of the Company on a
 going concern'' basis.
 
 14.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The Company has focused on reduction of energy consumption at telecom
 tower sites through several initiatives for deployment of energy
 efficient solutions.  The details relating to conservation of energy
 are given in the Annexure to this Report.
 
 During the year under review, the Company has focused on green energy
 solutions for reduction of GHG (Green House Gases) through deployment
 of SPV (Solar Photo Voltaic) power systems at over 75 sites in Uttar
 Pradesh, India. Through this solution, at each of these sites, diesel
 saving of average 750 liters per annum is achieved.
 
 The Company is engaged in the business of providing Passive
 Infrastructure Services and has no manufacturing activities. During the
 year under review, the Company has not absorbed, adopted any technology
 and innovated any new technology. Hence, the details relating to
 Technology Absorption are not furnished. During the year under review,
 the Company has carried out R&D activity for reduction of energy
 consumption at Telecom Tower Sites. The details relating to R&D are
 given in the Annexure to this Report.
 
 The particulars regarding Foreign Exchange Expenditures and Earnings
 appear as item numbers 25 and 26 respectively, in Schedule, ''P'' (Notes
 on Accounts) to the Balance Sheet as at March 31,2011 forming part of
 this Annual Report.
 
 15.  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, none of the employee of the Company is in receipt of the
 remuneration in excess of limits prescribed by the said rules.
 
 16.  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.
 
 17.  ACKNOWLEDGEMENTS
 
 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.
 
                         For and on behalf of the Board of Directors
 
 Mumbai                                            Manoj G. Tirodkar
 
 November 23,2011                                           Chairman