Dear Shareholders,
 
 The Directors present the 25th Annual Report of your Company together
 with the Statement of Accounts and Auditors'' Report as well as comments
 of Comptroller & Auditor General of India on the Accounts for the
 financial year ended on March 31, 2011.
 
 While India is widely acknowledged as the world''s fastest growing
 telecom market, it enjoys around 60 per cent teledensity. Thus, there
 is still good margin for growth as far as Pan India operations are
 concerned. However, since the operations of your company are limited to
 Delhi & Mumbai, where teledensity is much higher we also need to find
 out other means to grow. To ride this enormous boom and retain our
 strong competitive advantage, we have launched a whole new range of
 services with aggressive and innovative tariff plans. These
 pathbreaking initiatives will not only broaden our subscriber base but
 also offer our millions of customer''s real choice in Landline, CDMA and
 GSM (2G &3G) networks.
 
 The advent of broadband has revolutionized back office functions across
 the world. As a leader in the converged telecom space, the stage is set
 for us to drive this process of change, and to capture the market with
 ogr unique network and IT infrastructure facilities, bundled value
 added services and strong project management.
 
 We remain committed to build MTNL into a World Class Service Provider,
 known for its standards of quality, operational performance and
 efficiency and admired for its record of consistently treating value
 for all.
 
 FINANCIAL RESULTS
 
 Sources and application of funds for the year 2010-11 are given below.-
 
                                                      (In Million Rs.)
 
                                                2010-11      2009-10
 
 Income from Services                          36739.52     36561.00
 
 Expenditure (excluding                        63148.03     84754.69
 
 Interest & prior period Adjustments)
 
 Operating Profit/(Loss)                      (26408.51)   (48193.69)
 
 Other Income                                   3180.44     14017.23
 
 Interest                                       4519.46        12.61
 
 Profit/(Loss) before tax                     (27747.53)   (34189.07)
 
 Tax provision for the year                        1.91     (3551.14)
 
 Prior Period Adjustments                        269.71     (4528.21)
 
 Net Profit / (Loss) for the year             (28019.15)   (26109.72)
 
 Appropriation
 
 Interim/Proposed final dividend                   0.00         0.00
 
 Dividend Tax                                      0.00         0.00
 
 Transfer to:
 
 a) Contingency Reserve                            0.00         0.00
 
 b) Reserve for R&D                                0.00         0.00
 
 c) General Reserve                           (25631.20)        0.00
 
 SOURCES AND USES OF FUNDS
 
 Authorised Capital                             8000.00      8000.00
 
 Issued, Subscribed & paid-up Capital           6300.00      6300.00
 
 Reserves & Surplus                            60164.81    111714.10
 
 Secured and unsecured loan                    74556.75         0.00
 
 Deferred Tax Liability (Net)                      0.00         0.00
 
 REPRESENTED BY
 
 Fixed Assets (Net Block)                     163230.30    165549.76
 
 Investment                                     4946.58      5095.37
 
 Net Current Assets                           (38693.47)   (87940.76)
 
 Deferred Revenue Expenditure                      0.00         0.00
 
 Capital Work-in-Progress                      11538.15     11779.60
 
 Note: Previous year''s figures have been re-grouped/re-cast wherever
 considered necessary.
 
 DIVIDEND
 
 Since there has been no operating profit during the financial year
 2010-11, the Board of Directors of .your company expressed its
 inability to recommend any dividend for the year under report.
 
 SUBSIDIARY AND JOINT VENTURE COMPANIES
 
 Your company has two subsidiary and two Joint Vjentures companies
 namely:-
 
 (i) Millennium Telecom Ltd. (MTL):
 
 MTL was originally formed by MTNL as a wholly owned subsidiary company
 basically for providing internet and other value added services in the
 year 2000. In the year 2008, MTL had planned to lay sub-marine cable
 (under sea cable) from Indian Coasts to Middle East and then to Europe.
 The DOT had directed MTNL to take BSNL as 50% partner in the said
 project. MTL being 50:50 Joint Venture of MTNL and BSNL had invited
 Global Tender for laying of Submarine Cable. However, because of
 decline in bandwidth prices, high cost of laying the cable, various
 operational and financial reasons, the Board of MTL had cancelled the
 tender in 2010.
 
 The Board of MTL has decided to enter into new line of business which
 could be telecom related as well as other areas.
 
 (ii) Mahanagar Telephone (Mauritius) Ltd. (MTML)
 
 MTML is a 100% subsidiary of MTNL. The company is having license for
 fixed telephone service, mobile service, international long distance
 services and internet services. During the year 2010-11, MTML''s
 ©customer base has increased from 104,032 (as on 31/3/2010) to its
 108,886 (almost full) on 31/03/2011, out of its equipped capacity of
 110K. The company is managed by CEO, CTO, CFO and 10 more officers all
 on deputation from the parent company. Other operations are managed
 through outsourcing.
 
 MTML continued to provide telecom services viz., Fixed Wrieless Phone,
 Mobile (Post paid & Prepaid), Internet Services through Fixed Wireless
 Phones, High Speed Data cards and International Long Distance Call
 Services through CAC,VCC/ACC cards. MTML has achieved a turn-over of
 INR 499 Million during this fiscal year 2010-11 compared to the last
 fiscal year turn-over of INR 389 Million through these telecom
 services(an increase of 28.2%). MTML has earned a net profit of INR 43
 Million (before tax) in this fiscal year compared to last fiscal year''s
 net profit (before tax) of INR 9.6 Million.(increase of 347%)
 
 During this fiscal year, MTML has completed the High-speed Data
 connectivity through expansion of the EVDO network all over the island
 by augmenting its resources from 15 BTS to 53 BTS.  The Acceptance &
 Testing is under progress and the services are planed to be launched in
 the first quarter of the fiscal year 2011-12. As the existing capacity
 of the CDMA is already fully utilised, the network expansion through
 new integrated switch for GSM & CDMA was carried out and the
 installation has commenced in Nov-2010 and the GSM services are planned
 to be launched in the fiscal year 2011-12.
 
 During this year 2010-11, MTML has constructed its own technical
 building of two floors to house its technical installations at a cost
 of INR 20 Million. The paid-up capital of the company is enhanced from
 INR 854.12 Million to INR 1052 Million.
 
 (iii) United Telecommunications Ltd. (UTL)
 
 The joint venture was incorporated in the year 2001 under the Companies
 Act of Nepal.  UTL has a total customer base of more than 5, 74,339 in
 numbers and the PCOs are 1223.  UTLs engineering team follows the O & M
 procedures scrupulously thereby ensuring fault free network round the
 clock. The Management closeJy monitors the overall performance of the
 network. The quality of services, parameters, subscriber complaints,
 fault rates, BTS wise traffic and ILD traffic are continuously kept
 under watch.
 
 The company is sustaining its entire operations from internal revenue
 generation only. Monthly OPEX including the interest payments, IUC
 charges, repayment of term loan etc are fully met from its internal
 accruals.
 
 During the period ending 31st March 2011 (2010-2011), the company has
 reported a net profit of INR 73,456,410.
 
 (ii) MTNLSTPI IT Services Ltd. (MTNLSTPI)
 
 The Joint Venture was incorporated on 31/03/2006 under the Companies
 Act, 1956, with authorized Capital of Rs. 50 crores.The main objective
 of the JV Company is to provide exclusive data center services,
 messaging services, business application services to the identified
 sectors of economic activity and thereby also popularizing the
 India.in domain.
 
 In order to implement the above said activities, the JV Company has
 taken space of around 11000 sq.ft Super Built-up areas from
 STPI-Chennai and established a physical infrastructure of Tier-Ill Data
 Centre.
 
 The commercial exploitation of the data centre has already commenced in
 2009 and the Ministry of External Affairs (MEA) has hosted its Passport
 Seva Project through M/s TCS.
 
 Keeping in view of smooth operation and expansion needs of the Data
 Center, MSITS created suitable infrastructure components like LT
 extension panel, UPS panel, PAC panel and Server DB which were
 installed and integrated in the live Data Center. Also MSITS is in the
 process of doing the caging in the Data center to support other
 collocation requirements.
 
 In addition the existing facility at Chennai, it has been planned to
 setup Green Data Centers at Hyderabad and New Delhi. In this regard a
 space of around lOOOOsq.ft and8000 sq.ft area have been identified at
 Narela New Delhi and Solitaire Building, Madhapur, Hyderabad
 respectively. MSITS has floated RFP and identified consultant for
 establishing Green Data Center.
 
 DETAILS OF SYSTEM STATUS FOR THE FINANCIAL YEAR 2010-11 (31.03.2011)
 
 S. 
 No Parameters                        Delhi      Mumbai       Total
 
 1 Number of switches                   352         222         574
 
 2 Equipped Capacity                6346995     6544315    12891310
 
 (a) Fixed Phones including WLL
 
 Fixed Phones                       2771995     2677085     5449080
 
 (b) WLL                             550000      542230     1092230
 
 (C) GSM                            3025000     3325000     6350000
 
 DLC capacity                        160152      119006      279158
 
 Digitalization % lines                 100         100         100
 
 3 DELS*                            4189680     4753433     8943113 
 
 4 Details of Net DELs
 
 (a) Fixed Line                     1546432     1917537     3463969
 
 (b) WLL-Fixed                        27671       89508      117179
 
 (o) WLL-Mobile                      109598       52892      162490
 
 (d) GSM                            2505841     2693496     5199337
 
 5 Broadband
 
 (a) Subscribers                     426772      515545      942317
 
 (b) Capacity (in ports)             786192      836980     1623172
 
 6 IPTV                               10172        4018       14190
 
 7 VOIP                                2466        2661        5127
 
 8 Internet connection               621083      878007     1499090
 
 (a) Prepaid                          20184         818       21002
 
 (b) Postpaid                        600899      877189     1478088
 
 9 Payphones                          65237      110320      175557
 
 10 ISDN                               8796       16936       25732
 
 11 DLC (No)                            425         523         948
 
 12 Tax Capacity                    150,000     155,200     305,200
 
 13 Tandem Capacity                 402,500     432,460     834,960
 
 14 Optical fiber cable
 
 (a) In Route KMs                   8129.98     7195.25    15325.23
 
 (b) In Fiber KMs                 251610.37   215523.76   467134.13
 
 15 Leased Circuits                   14897       39775       54672 
 
 16 Replacement of
    PCUT Cable (in LKCM)              30.78   15.711402   46.491402
 
 ''including WLL fixed, WLL mobile & GSM
 
 HUMAN RESOURCE DEVELOPMENT
 
 The Telecom industry in India is undergoing through a volatile phase
 and fate of the organization is being written and re-written everyday.
 In the recent past, we have identified Human Resources as one of the
 strategic partners for rapid business strides leading to success in all
 strata of our operations. During last fiscal also we continued Our
 endeavors towards world standards HR policies.
 
 We have always considered our Manpower as one of our greatest assets
 and this is what differentiates MTNL from its competitors. We have a
 strong manpower base of 43311 with wide array of Technical and
 Managerial aptitudes and also talented supporting staff having exposure
 to state of the art technologies prevailing in Telecom Industry in the
 world. As a step towards restructuring of our manpower we have adopted
 dual pronged strategy, viz., at one end we have recruited young and
 talented professionals in areas like Telecom, Finance, HR, Marketing,
 Law and on the other hand we have taken steps towards rightsizing of
 the organization by offering VRS. Almost 4000 employees were separated
 through 03 VRS, During 2003 to 2006
 
 Thus fine-tuning our existing manpower mix in terms of age,
 qualification, and aptitude to meet the demands posed by the changing
 Business Environment and to take advantage of the opportunities
 presented to serve ever-increasing customer base
 
 TRAINING PROGRAMME
 
 Our company has been conducting training programme for new recruited
 executives Trainees in the field of Telecom, Finance, Marketing, HR,
 Legal regularly at CETTM.
 
 CENTRE FOR EXCELLENCE IN TELECOM TECHNOLOGY AND MANAGEMENT (CEETTM)
 
 Our dream for having a world-class in house Training Centre furthered
 one step when CETTM (Centre of Excellence in Telecom Training &
 Management) was awarded ISO 9001:2000 certification. CETTM is slowly
 taking the lead role and becoming the nodal center for HRD.  Induction
 Training programme for newly recruited executive Trainees in the field
 of Telecom, Finance, Marketing, HR, Legal have been conducted at CETTM.
 Inhouse training programmes are also conducted for executives and non
 executives at ITTM (Institute of Telecom Training and Management)
 located at Shadipur, New Delhi.
 
 CETTM has started generating revenues by leasing out infrastructure and
 providing training to other organizations of repute.
 
 INDUSTRIAL RELATIONS
 
 Industrial peace and Industrial harmony based on healthy Employee
 Relations, like the previous year prevailed throughout the year. The
 Grievances/Issues raised by the employees/Union/ Associations was given
 due attention and regard. The cases/issues brought up by them were
 settled through regular meetings ad interactions between Management and
 Unions/Associations and action as mutually agreed was taken to settle
 them. Recently we have signed wage agreement with recognised unions for
 a period of 10 years effective from 1/1/2007.
 
 A further step towards Worker''s Participation in critical issues
 concerning business endeavors, a special Joint Negotiation Committee
 meeting was convened to share the views of recognized Unions on the
 various aspects of pur business endeavors and to obtain opinion from
 them in further improving the same.
 
 EMPLOYEES''WELFARE
 
 Employees Welfare Schemes like subsidized Canteen, Creches, Housing,
 Medical facilities, Scholarships to wards of employees, Group
 Insurance, dormitories for females working in night shift etc.
 continued and maintained by the Company for its employees. Sports and
 Cultural activities were also given priority during the year.
 
 IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY
 
 The company continued its efforts to comply with statutory requirements
 in promoting the use of Hindi and has been able to achieve most of the
 annual targets set by the Government for implementation and promotion
 of Hindi as Official Language in the Company.
 
 IMPLEMENTATION OF RESERVATION POLICY FOR SC/ST/OBC & PH COMMUNITY
 
 Your Company has endeavored to fulfill all the statutory requirements
 with regard to , implementation of reservation policy for candidates
 belonging to SC/ST/OBC communities and as well as Physically Challenged
 candidates.
 
 WORKING CONDITIONS OF WOMEN EMPLOYEES
 
 We are continuously striving towards gender sensitization amongst our
 employees. Special care has been taken in case of woman employees
 working in night shifts. Also to redress the issues of Sexual
 Harassment at workplace Special Cells have been constituted.
 
 The Report of Parliamentary Committee on empowerment of Women and the
 working conditions of women in MTNL is received during the year.
 Special grants have been sanctioned to Women Welfare Committee at
 Delhi/Mumbai.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 MTNL has made a provision of temporary cct 8 Mbps for a period of 15
 days for DCP (Communication) for organising Bhagidari Fair at Pragati
 Maidan, New Delhi, free of cost in the interst of Public. The actual
 cost incurred by MTNL was Rs. 501880/-. MTNL has also taken other
 intiatives like free SMS''s regarding pulse polio, other messages of
 social activities of general awareness of the public, etc.
 
 MANPOWER STATUS
 
 As on 31st March 2011 your Company had a strength of employees as per
 details given next page:-
 
 MTNL Employees working strength as on 31.3.2011.
 
 Group              Working        SC         ST
 
 A                     1183       208         52
 
 B                     5110       724        105
 
 C                    25536      4432        498
 
 D                    11459      2656        863
 
 Total                43288      8020       1518
 
 DRM                     23         0          0
 
 Grand Total          43311      8020       1518
 
 VIGILANCE
 
 The Vigilance organization of MTNL is headed by Chief Vigilance
 Officer. He is ah officer of the rank of Joint Secretary, Govt, of
 India. Presently Shri Khushi Ram, IRSSE, is the CVO of MTNL. The CVO is
 responsible for complete vigilance administration. During the period
 2010- 11 emphasis was laid on efficiency and transparency in working
 and various steps were taken to empower customer oriented services of
 the organization. Training programmes/seminars and workshops have been
 conducted during the period to update the knowledge and skills of the
 officers working in vigilance.
 
 The Vigilance Awareness Week was celebrated from 25.10.10 to 1.11.10.
 During this week various activities like display of banners, pledge
 taking, release of booklets on DO''S and DON''T''S for internal
 circulation in MTNL and display of pamphlets related to anticorruption
 on notice board were observed.A guest lecture was delivered by Joint
 Director (Policy) CBI North Block on 28.10.10 during vigilance
 awareness week. As per directions of Central Vigilance Commission, SMS
 was sent to mobile users of MTNL for lodging complaint at toll free no
 1800-11-0180.  Interaction with field staff and customers was
 undertaken to further improve the customer services.Information
 booklets indicating various services provided by MTNL were distributed
 to customers through Sanchar Haats. Monthly vigilance meetings were
 held regularly at Delhi and Mumbai to monitor the progress of
 Vigilance/Disciplinary cases and remedial action was taken for timely
 settlement of the case. Regular inspections were carried out by
 Vigilance officers and corrective action suggested whenever required.
 The training on Vigilance and Disciplinary proceedings courses were
 conducted on 19.7.10 to 23.7.10 and 6.12.10 to 10.12.10.  The seminars
 on different activities were also organized. To maintain the
 transparency in procurement, the e -tendering system has been
 introduced.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
 
 Being a service providing organization, the relevant rules in this
 regard are not applicable to your Company.
 
 FOREIGN EXCHANGE EARNINGS
 
 Information with regard to foreign exchange earnings and outgo is as
 follows:-
 
 Activities relating to Export and total Foreign Exchange earned and
 used:-
 
                                                   (Rs. In Million)
 
 Earned:                                                37.30
 
 Expenditure in Foreign Currency                        34.52
 
 CORPORATE GOVERNANCE
 
 Your company follows the principles of effective corporate governance
 practices. The Company has taken steps to comply with the requirements
 of Clause 49 of the Listing Agreement with; the Stock Exchanges. MTNL
 also comply with the Corporate Governance Guidelines enunciated by
 Department of Public Enterprises, Government of India for Government
 Companies. A Report on Corporate Governance has been appended under
 separate section titled '' Corporate Governance Report'' and forms a part
 of the Annual Report.
 
 COMPLIANCE CERTIFICATE
 
 A certificate from the Practicing Company Secretary regarding
 compliance of conditions of Corporate Governance as stipulated under
 Clause 49 of the Listing Agreement and DPE Guidelines is attached to
 this report.
 
 IMPLEMENTATION ON CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON
 GREEN INITIATIVES IN CORPORATE GOVERNANCE
 
 The Company is in the process of implementing the Green Initiative as
 per Circular No. 17/ 2011 dated April 21, 2011 and Circular No. 18/2011
 dated April 29, 2011 issued by Ministry of Corporate Affairs to enable
 electronic delivery of notices/documents and annual report to
 shareholders and as per the said circular. Henceforth all notices etc.
 shall be issued electronically.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Sec 217(2AA) of the Companies Act, 1956,
 the Directors to the best of their knowledge and belief confirm 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) they 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 the end of the financial year and of the profit or
 loss of the company for that period;
 
 (iii) they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act 1956 and for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 (iv) they have prepared the annual accounts on a going concern basis.
 
 PARTICULARS OF EMPLOYEES
 
 During the year under report, there was no employee who was in receipt
 of remuneration in excess of limits prescribed under the revised
 provisions of Section 217(2A) of the Companies Act, 1956 read with the
 Companies (Particulars of Employees), Rules, 1975.
 
 COMMENTS OF C & AG ON THE ACCOUNTS
 
 Comments of C&AG and management replies thereto are given as an
 Annexure to the Directors'' Report.  ''
 
 DIRECTORS
 
 During the year under report, the Board of Directors of your Company
 met frequently. At these meetings, the Board held intensive discussions
 on the budget, important financial transactions and various steps to
 face the impending competition from private operators both in Basic
 Telephone Service and Cellular Mobile Telephony and other value added
 services.
 
 Shri Kuldip Singh continued to be Director (Technical) and Chairman and
 Managing Director of MTNL, Smt. Anita Soni continued to be the Director
 (Finance) of the Company and Shri S.P.Pachauri continued to be the
 Director (HR) of the Company respectively. Shri Adit Jain, Shri
 V.S.Iyer, Shri Rajan Saxena, Shri T.S.Narayanasami and Shri Vijay
 Aggarwal continued to be the Independent Directors of the Company.
 
 During the period under report, the following changes took place in the
 Directorship of Your Company:-
 
 1.  Smt. Usha Sahajpal ceased to be director of the company w.d.f
 30/04/2011.
 
 2.  Shri N.K.Joshi, DDG (SU), Department of Telecommunications (DOT)
 was appointed as a Director w.e.f. 12/08/2010 and ceased to be a
 Director w.e.f 10/08/2011.
 
 3.  Shri Malay Shrivastava, Joint Secretary (Telecom), DOT has been
 appointed as a Government Director in place of Shri N.K.Joshi ,DDG(SU),
 DOT w.e.f. 10/08/2011.
 
 4.  Smt. Nirmala Pillai, Senior DDG (WPF), DOT has been appointed as a
 Government Director w.e.f. 10/08/2011.
 
 The Board placed on record its deep appreciation for the valuable
 services and contribution made by Smt. Usha Sahajpal and Shri N.K.Joshi
 during their tenure-as Director on the Board of MTNL.
 
 AUDITORS
 
 M/s. Bansal Sinha & Co., Chartered Accountants and M/s.Goel Garg & Co.,
 Chartered Accountants have been appointed as Joint Statutory Auditors
 of your Company by the Comptroller and Auditor General of India for the
 year 2011-12 and the board has already ratified their appointment. They
 were our Statutory Auditors for the Financial Year 2009-10 and 2010-11
 also.
 
 v ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to gratefully acknowledge the
 help, guidance and support received from Deptt. of Telecom (DoT) and
 various Ministries of the Government of India. Your Directors are
 especially grateful to its Bankers, all stakeholders and investors
 including, ADR holders, for their continued patronage and confidence
 reposed in the company.
 
 The Directors would like to express their thanks for the sincere hard
 work and dedication of every employee leading to impressive results of
 your company. The Board is confident that with the employees'' continued
 enthusiasm, initiative and dedicated efforts, your company could face
 the new challenges and opportunities arising out of the resultant
 competition from private operators in the Cellular Mobile, Basic
 Telephone and Internet services and other Value Added services.  
 
                          For and on behalf of the Board of Directors
 
                                                                 sd/-
 
                                                       (Kuldip Singh)
 
                                       CHAIRMAN AND MANAGING DIRECTOR
 
 PLACE : NEW DELHI
 
 DATE: 10th August, 2011