1.  Contingent Liabilities:
 
 (No Cash Outflow is expected in near future)
 
                                                      (Amount in Rs.)
 
 Sr. Particulars                                  AS at        As at
 No                                        March 31,2011   March 31,2010
 
 Contingent Liabilities not provided for:
 
 i.  Bank Guarantees                         85,753,419    139,681,002
 
 (Bank Guarantees are provided under 
 contractual / legal obligation)
 
 ii.  Corporate Guarantee                10,560,000,000         Nil
 
 (Given to Banks and Financial Intitution 
 for loans taken by the susidiary company)
 
 iii. Claims against the Company not 
 acknowledged as debts                       11,504,898      4,679,818
 
 iv. Premium on Foreign Currency 
 Convertible Bonds issued 
 (Refer Note 9 below)                     4,187,849,528  4,153,926,318
 
 v. Disputed liability in respect of 
 Sales Tax matter under appeal (Amount 
 deposited Rs. 27,576,360 (Previous           108,202,338     46,057,883
 YearRs. 3,170,596))
 
 2.  Estimated amount of contracts remaining to be executed on capital
 account and not provided for (Net of Advances) as at March 31,2011 is Rs.
 12,088,984,317 (Previous Year Rs. 10,418,448,426). Cash outflow is
 expected on execution of such capital contracts, on progressive basis.
 
 3.  The Company has entered into Master Services Agreement (MSA) with
 the Telecom Operators for a period of 10-15 years. Invoices are raised
 on these operators for provisioning fees and recovery of pass through
 expenses as part of the said MSA. The Company has requested for the
 balance confirmations from Sundry Debtors, Sundry Creditors and Project
 Vendors. In respect of various parties, confirmations are still
 awaited.
 
 4.  The Ministry of Corporate Affairs, Government of India vide its
 Order no.45/2/2010-CL-lll dated May 26,2010 issued under Section
 205(2)(d) of the Companies Act, 1956 has approved the Company to
 provide depreciation @2.72% on the original cost of the telecom towers
 based on the useful life with effect from April 1,2010. This change in
 rate of depreciation has resulted into depreciation for the year ended
 March 31,2011 lower by Rs. 454,388,931
 
 5.  In the opinion of the Management, the Current Assets, Loans and
 Advances are approximately of the value stated, if realised in the
 ordinary course of business.
 
 6.  Employee Stock Option Scheme:
 
 a.  The Employee Stock Option Scheme, 2005 (ESOS) was first time
 introduced and implemented during the Accounting Year 2005-06 for which
 the approval was obtained from the shareholders at their Extra Ordinary
 General Meeting held on November 26,2005.
 
 b.  On November 26,2005, the Company granted 1,550,000 Options (Grant
 1) convertible into Equity Shares of ^ 10 each at an exercise price of
 Rs. 10 per share.
 
 c.  On February 12,2007 and February 27,2007, the Company granted
 7,490,000 Options (Grant 2) and 25,000 Options (Grant 3), both,
 convertible into Equity Shares of Rs. 10 each at an exercise price of Rs.
 29.81 per share.
 
 On October 9,2007, with a view to compensate the Option holders
 considering the Rights Issue, the Exercise Price of the Options in
 respect of (Grant 2) and (Grant 3) was re-fixed to Rs. 19.90 per
 share in place of Rs. 29.81 per share.
 
 d.  On October 9,2007, the Company granted 650,000 Options (Grant
 4(A)), convertible into Equity Shares of Rs. 10 each at an exercise
 price of Rs. 26.48 per share.
 
 e.  On October 9, 2007, the Company also granted 249,000 Options
 (Grant 4(B)), convertible into Equity Shares of Rs. 10 each at an
 exercise price of Rs. 26.48 per share.
 
 f.  On October 9,2007, with a view to compensate the Option holders
 considering the Rights Issue, the Company has granted-
 
 Rs.  1,007,500 Options (Grant 5) at the exercise price of Rs. 10 each to
 (Grant 1) Option holders.
 
 Rs.  7,190,000 Options (Grant 6) at the exercise price ofRs. 19.90 to
 (Grant 2) Option holders.
 
 Rs.  25,000 Options (Grant 7) at the exercise price of Rs. 19.90 each to
 (Grant 3) Option holders.
 
 g.  On March 11,2008, the Company granted 1,700,000 Options (Grant
 8), convertible into Equity Shares of Rs. 10 each at an exercise price
 of Rs. 33.60 per share.
 
 h.  Pursuant to approval of Shareholders in Annual General Meeting held
 on July 10, 2009 all the unvested Options as of April 29, 2009 were
 vested on April 29, 2009.
 
 i.  On November 23,2009 the Company granted 600,000 Options (Grant 9)
 convertible into Equity Share of Rs. 10 each at an exercise price of Rs.
 24.37 per share.
 
 j.  On December 09,2009 the Company granted 5,907,850 Options (Grant
 10) convertible into Equity Share of Rs. 10 each at an exercise price of
 Rs. 28 per share. Out of above 117,100 Options lapsed during the year.
 (Previous years options lapsed 28,500).
 
 7.  During the Financial year 2009-10, the Company formed a Trust
 namely Tower Trust, wherein the Company is the sole beneficiary. The
 Company has contributed Rs. 18,157,224,000 towards the Corpus of the
 above Trust. The Trust has invested the aforesaid amount in Chennai
 Network Infrastructure Ltd. (CNIL) a special purpose vehicle (SPV)
 formed for the purchase of 17,500 towers along with tenancies from
 Aircel Limited, Aircel Cellular Limited and Dishnet Wireless Limited.
 As on March 31,2011 the Tower Trust holds 1,815,722,400 Equity Shares
 of Rs. 10 each (Previous year 514,500) representing 51% of total issued
 and paid up Equity Share Capital of CNIL. During the year, Company has
 received Rs. 353,258,739 being the distribution of surplus from the trust
 which has been accounted under the head Other Income in Schedule J.
 
 8.  The Board of Directors of the Company in its meeting held on
 December 16, 2010 had considered and approved the Scheme of Arrangement
 providing for Merger of Chennai Network Infrastructure Limited (CNIL)
 with the Company w.e.f. August 1,2010 (the appointed date) subject to
 necessary approvals from various statutory authorities. On July
 22,2011, the Hon''ble High Court of Judicature at Bombay has sanctioned
 the above scheme of arrangement between Chennai Network Infrastructure
 Limited (CNIL) and GTL Infrastructure Limited and their respective
 shareholders (Scheme) under Section 391 to 394 of the Companies Act,
 1956. Sanction of Hon''ble High Court of Judicature at Madras is
 awaited. Pursuant to the above scheme, 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 4 fully-paid Equity Shares of the
 face value of Rs.  10/- each held by them in CNIL. Consequently, the
 Post- merger enhanced Equity Share Capital of the Company would be Rs.
 18,474,211,040. Pending sanction of Hon''ble High Court of Judicature at
 Madras, these financial statements have been prepared without
 considering CNIL Accounts and once the Scheme is effective, these
 accounts will undergo change w.e.f. the Appointed Date, i.e. August
 1,2010.
 
 9.  Foreign Currency Convertible Bonds:
 
 In the year 2007-08, the Company issued 3,000 Zero Coupon Foreign
 Currency Convertible Bonds (FCCB''s) of USD 100,000 each. 2,283 Foreign
 Currency Convetible Bonds (FCCBs) of USD 100,000 each, aggregating to
 USD 228.30 Mn were outstanding as on March 31, 2011 convertible at the
 option of the bond holders into Equity Shares of the Company by
 November 22,2012. The bonds are redeemable only if there is no
 conversion of the bonds earlier. Hence, the payment of premium on
 redemption is contingent in nature, the outcome of which is dependent
 on uncertain future events and accordingly, no provision is considered
 necessary nor has been made in the accounts in respect of such premium.
 In the event the FCCB holders do not exercise their option by the due
 date, the FCCBs are redeemable at a premium of 40.4064% of principal
 amount. In such scenario the Company will adjust the premium on
 redemption to Securities Premium Account. The pro-rata premium as on
 March 31,2011 in respect of outstanding FCCBs works out to Rs.
 2,792,663,334. Meanwhile, the Company has also initiated the process of
 restructuring the FCCB''s and has appointed international firm
 specializing in FCCB restructuring to renegotiate with the FCCB
 holders.
 
 If the options are exercised, 169,158,948 equity shares of Rs. 10 each
 will be allotted to the FCCB holders. Entire proceeds of Foreign
 Currency Convertible bonds have been utilised towards capital
 expenditure and issue expenses.
 
 10.  Balances with Banks include deposits with Indian Banks aggregating
 to Rs. 1,670,291,905 (Previous Year Rs. 1,378,476,515) pledged towards Debt
 Service Reserve Account, Margin Money for Letter of Credits, Bank
 Guarantees, and Sales Tax Authorities.
 
 11.  Segment Reporting:
 
 The Company is predominantly in the business of providing Telecom
 Towers on shared basis and as such there are no separate reportable
 segments. The Company''s operations are predominantly only in India.
 
 12.  Related Party Disclosures:
 
 a.  Related Parties:
 
 I.  Subsidiary
 
 a.  Towers Worldwide Limited (up to March 30,2010)
 
 b.  Chennai Network Infrastructure Limited (with effect from July
 12,2010)
 
 II.  Trust
 
 Tower Trust (The Company is Sole Beneficiary)
 
 III.  Associates
 
 a.  GTL Limited
 
 b.  Technology Infrastructure Limited
 
 c.  Global Holding Corporation Private Limited
 
 d.  Chennai Network Infrastructure Limited (up to July 11,2010)
 
 IV.  Key Managerial Personnel
 
 a.  Mr. Manoj Tirodkar, Chairman
 
 b.  Mr. Prakash Ranjalkar, CEO & Whole-time Director (C.E.O. w.e.f.
 July 01,2010)
 
 c.  Mr. Shishir Parikh, Chief Financial Officer (up to June 04,2010)
 
 d.  Mr. Prasanna Bidnurkar, Chief Financial Officer (w.e.f. March
 01,2011)
 
 13.  In accordance with the Accounting Standard (AS-28) on Impairment
 of Assets the management during the year carried out an exercise of
 identifying the assets that may have been impaired in respect of each
 cash generating unit. On the basis of this review carried out by the
 management, there was no impairment loss on fixed assets during the
 year ended March 31,2011.
 
 14.  Company has entered into an agreement for assignment of Energy
 Recoverables with GTL Ltd (An Associate Company) which is also in the
 business of providing the Operation and Maintenance Services and the
 Energy management at sites. The Energy recoverable assigned and
 derecognised in the Balance Sheet as on March 31,2011 is Rs. 425,938,573
 (Previous Year Rs. 431,200,534). The Company has an obligation to pay GTL
 Ltd in case the amount assigned is not recovered within the mutually
 agreed period. Assignment charges amounting to Rs. 42,282,932 (Previous
 Year Rs. 23,337,582) incurred during the year has been charged to Profit
 and Loss account.
 
 15.  Financial and Other Derivative Instruments:
 
 b.  All derivative and financial instruments acquired by the Company
 are for hedging purpose only.
 
 c.  Net Foreign Currency exposures that are not hedged by derivative
 instruments or Forward Contracts as at March 31, 3^)11 amount to Rs.
 10,276,492,220 (Previous Year Rs. 9,304,460,385).
 
 d.  Expenditure on account of premium on forward exchange contracts to
 be recognised in the Profit and Loss account of subsequent accounting
 year aggregates to Rs. NIL (Previous Years Rs. 864,634).
 
 16.  Operating lease:
 
 The Company''s significant leasing arrangements are in respect of
 operating leases for premises and network sites. These lease agreements
 provide for cancellation by either parties thereto as per the terms and
 conditions of the agreements.
 
 17.  During the year 2008-09 the Company had imported OFC (Optical
 Fibre Cable) on which the Custom department issued Show Cause Notice
 for the demand of Custom Duty of Rs. 9,294,731/-. The Company deposited
 the whole amount under protest and subsequently the Commissioner
 granted the relief to the Company upto amount of Rs. 7,794,792/-. As
 against the said order of the Commissioner the Custom department has
 filed the appeal with the CESTAT, Mumbai on October 11,2010. The
 Company feels there will not be any liability on this account.
 
 18.  On September 28,2010 the Income Tax Authorities carried out search
 and seizure operations at Company''s Premises. Given the information
 provided so far and the investigation carried out at the time of
 operation, the Company believes that there will be no material tax
 liability on it. The amount of tax liability if any, shall be
 determined upon completion of the process by the Tax Authorities.
 
 19.  Corporate Debt Restructuring Empowered Group (CDR EG) in its
 meeting held on August 12,2011 admitted the Company''s proposal under
 CDR mechanism with support of the super majority lenders and the
 communication from CDR cell to the Company regarding its admission was
 made on September 26,2011.
 
 20.  In accordance with clause 32 of Listing Agreement the details of
 advance is as under:
 
 a.  To Chennai Network Infrastructure Limited, a Subsidiary, closing
 balance as on March 31,2011 is Rs. 680,008,833 (Previous year NIL).
 Maximum balance outstanding during the year was Rs. 680,008,833 (Previous
 year Rs. NIL).
 
 b.  None of the loanees have made, per se, investment in the shares of
 the Company.
 
 c.  As per the Company''s policy loans to employees are not considered
 in ''a'' above.
 
 21.  The previous year''s figures, wherever necessary, have been
 regrouped, reclassified and recast to make them comparable with those
 of the current year.