Dear Members,
 
 The Directors have pleasure in presenting the 16,h Annual Report
 together with the audited financial statements of the Company for the
 year ended March 31, 2011 and other accompanying reports, notes and
 certificates.
 
 Financial Results
 
 The financial results of the Company''s operations during the year are
 given below:
 
                                                       (Rs. in Crores)
 
 Particulars                                2010-11          2009-10
 
 Telecom Revenue                           2,248.74         2,069.10
 
 Other Income                                 67.20           208.71
 
 Profit on Sale of Long Term Investment      834.93              -
 
 Total Income                              3,150.87         2,277.81
 
 Operation and Other Expenses              1,818.50         1,737.30
 
 Provision for Contingencies                 185.60              -
 
 Earnings Before Interest, 
 Depreciation,                             1,146.77           540.51
 
 Tax and Amortisation (EBIDTA) 
 
 Finances Treasury Charges (Net)             346.16           317.62
 
 Depreciation /Amortisation                  750.70           520.89
 
 Profit/(Loss) before tax                     49.91         (298.00)
 
 Wealth tax                                    0.01             0.01
 
 Profit /(Loss) after tax                     49.90         (298.01)
 
 The total income for the year was Rs.3,150.87 Crores which included the
 profit on sale of the wholly owned subsidiary of Rs.834.93 Crores and
 telecom revenue of Rs.2,248.74 Crores, which was higher by 8%. Other
 income for the year was lower at Rs. 67.20 Crores as the scheme of
 subsidy from Department of Telecommunications (DoT) under the
 Universal Service Obligations scheme ended on March 31, 2010. Operating
 expenses increased by 5%, mainly due to costs associated with the
 expanded rollout of GSM service besides operations of 3G services. The
 increase in expenses would have been higher but for the reduced handset
 subsidy and tighter control on expenses. The Company made a provision
 for Contingencies of Rs.185.60 Crores towards the outstanding
 claims/litigation. The Company reported EBIDTA of Rs.1,146.77 Crores
 (including profit on sale of subsidiary Rs.834.93 Crores), as compared
 to the previous year''s EBIDTA of Rs.540.51 Crores. The depreciation was
 higher as it included an amount of Rs.184.81 Crores towards additional
 depreciation after re-estimation of the balance useful lives of certain
 items of plant and machinery.  After taking into effect of the above,
 the Company made a profit aftertaxfortheyearofRs.49.90Crores.
 
 India has the second largest telecom network in the world after China.
 As of April''2011, there were 861 million telephone connections in the
 country of which 827 million were wireless connections. Approximately
 15-20 million mobile connections are being added every month. The
 national mobile tele-density is around 72 per hundred. The revenue
 growth however, is not in proportion to the subscriber growth, as many
 subscribers are having multiple SIMs from different operators which
 isfacilitated by easy availability of the handsets supporting multiple
 SIMs.
 
 The Company launched many services over the years involving significant
 investments and the new services like GSM and 3G are in the initial
 phase of gestation period. It is not uncommon for telecommunication
 service providers, due to high operation costs and inherently capital
 intensive industry, to have longer gestation period. The accumulated
 losses of the Company at the close of the year have exceeded its paid
 up capital and reserves, however, the Company is consistently making
 operating cash profits over the past few years.
 
 The Company had availed of short term loans for payment of 3G licence
 fee and roll out of 3G network. The Company has got its Business Plan
 appraised by IDBI Bank Limited and is in the process of replacing the
 short term loans with the new long term loans. In Ma/2011, the Company
 has tied up for long term External Commercial Borrowings of USD 350
 Million for refinancing of shortterm loans availed for 3G spectrum fees
 and forcapex.
 
 Products and Services
 
 The Company holds two Unified Access (basic   cellular) Service
 Licences (UASL), one for Mumbai Metro and the other for Maharashtra
 circle i.e. Rest of Maharashtra and Goa. The current subscriber base of
 16.85 million consists of CDMA wireless subscribers, GSM wireless
 subscribers and wireline subscribers.
 
 During the year, the Company focused on increasing its retail presence
 to achieve a better market penetration for its various products and
 services. The highly successful launch of GSM services under Tata
 DOCOMO brand has given a significant boost to subscriber additions. The
 Company''s total subscriber base as on March 31,2011 stood at 16.85
 million, an increase of 30% over the previous year. The Company''s
 wireless subscriber base in Rest of Maharashtra circle crossed 10
 million, and the Company now has the 3rt largest subscriber base in
 this geography. The Company''s wireless subscriber base in Mumbai circle
 crossed 5.9 million subscribers and the Company now has the 2'' largest
 subscriber base in this geography. During the year, the Company
 registered highest incremental wireless subscriber additions of 14.3%
 and end of period market share of 16.7%.
 
 CDMA & Wireline Services
 
 The Company offers High Speed Internet Access (HSIA) service under
 the Tata Photon Plus brand across Mumbai and major towns in Maharashtra
 and Goa. During the year, the Company increased its focus on CDMA''s
 inherent data capabilities. Five additional Towns in Rest of
 Maharashtra circle, now have Photon plus wireless broadband services,
 offering speeds upto 3.1 Mbps. Value Added Services (VAS) of Photon
 TV and the new Photon Music that ride on photon access, are innovative
 services for customers.
 
 The Company continued to focus on value added service offerings. Data
 and VAS revenues have now grown to account for 27% of the wireless
 revenues. The Company introduced several attractive product and service
 propositions such as Mobile TV, Music downloads and Personalised Caller
 tunes.  The Company was the first to launch a Wi-fi Router Hub on
 Photon plus and also on a dual hub supporting Photon plus and 3G.
 
 Tata Photon plus, HSIA has been awarded the coveted Product of the
 year 2011 for best innovation under the category Wireless Mobile
 Broadband Category. Earlier NDTV had rated Tata Photon as the Gadget of
 the year 2010. It also received in June''2011, six outdoor advertising
 awards.
 
 As you know, the Company obtained 3G spectrum in Rest of Maharashtra
 circle, where it was the first and fastest operator to launch 3G
 services in record time with a range of new services like Video
 Calling, Mobile TVand App Stores. The Company did not pursue its bid
 for 3G spectrum in Mumbai due to what it considers to be unreasonably
 high bids. The Company would however continue to address the market
 requirements through Tata Photon plus which is strongly established as
 a leader in high speed data access. HSIA has also been made available
 on a growing range of mobile handsets. The Company is also
 exploringtheoptionsfor3G roaming with other operators.
 
 The Company has laid over 2,175 kms. of buried fibre across Mumbai and
 already connects over 20,000 buildings with broadband services. To
 expand the network further at optimal cost, the Company has entered
 into co-build agreement with other operators. The Company would
 continue to make investments to strengthen its Digital Mumbai offerings
 and would increase voice and data penetration in already wired
 buildings.
 
 The Company is a Category A (National) ISP Licensee and offers a broad
 range of Internet-related services including Digital Subscriber Lines
 (DSL), leased lines and dial-up internet access. The Company, along
 with Tata Teleservices Limited (-TTSL), has a national footprint for
 its Tata Indicom conference call service, with 15 Points of Presence
 across the country for providing local access to conference bridges.
 
 The Company has also made significant investments in the Enterprise and
 Small and Medium Enterprise (SME) business segment. It has further
 expanded its wireline presence in Mumbai, Maharashtra & Goa and added a
 range of Enterprise products and services to become a complete provider
 of all enterprise needs. The Company continues to have significant
 presence in the wireline segment.
 
 Network quality and Customer service
 
 As per the Indian Telecom Services Performance Indicators reports by
 TRAI, the Company''s network is congestion free for last nine
 consecutive quarters.
 
 The Company continues to improve on the quality of its customer
 services. Brand Tata DOCOMO offers easy and simple tariff plans, and
 easy to navigate customer care IVR and direct access to the customer
 care executives. The Company also scored a unique first, with the
 introduction of a Performance Guarantee for CDMA, for high concern
 areas of call drops, bill complaint resolution and wait time at the call
 center.
 
 GSM Services
 
 Tata DOCOMO introduced many innovative Value Added Services to
 customers, across Voice, Text & Data verticals. My song (Reverse
 Callertune) was afirst and a unique proposition in telecom space from
 Tata DOCOMO, which allows users to listen to their favourite songs when
 they call others. Keeping the consumers in mind Tata DOCOMO also
 introduced Jobs & Matrimony search on mobile which allows users to
 search the perfect Job and the right match for themselves. The Pay for
 what you use concept was extended to GPRS services i.e. pay per site
 plans. Innovative packaging of Talktime and Data was also done.
 
 During the year, Tata DOCOMO was the first to launch 3G services. We
 now offer 3G services in 19 towns in Rest of Maharashtra circle. In 3G
 Services, Tata DOCOMO offers high speed mobile broadband, Multimedia &
 Video calling facility and other video based services like mobile TV,
 video on demand etc.
 
 Network Rollout
 
 During the year, the Company successfully expanded GSM wireless
 services under Tata DOCOMO brand to reach 898 towns in Maharashtra and
 Goa. The Company has also entered into international bi-lateral
 agreement with more than 140 operators across different countries to
 offer seamless International roaming facility toTata DOCOMO subscribers.
 
 The 3G rollout by the Company is one of the fastest by any standards
 with integration of complex network elements.
 
 The Company has also now spread CDMA voice and Photon Whiz services in
 1,184 towns and provides HSIA service in Maharashtra and Goa.
 
 During the year, the Company has focused on operational efficiency and
 quality control measures with a constant endeavor to further improve
 its network quality. The Company has also successfully unlocked the
 bandwidth potential in its existing transmission network and offered
 transmission bandwidth to the new operators.
 
 Quality and Processes
 
 The Company has undertaken ISO 9001:2008 certification to demonstrate
 its capability to consistently provide services that enhance customer
 satisfaction through effective deployment of a quality management
 system. The Company was the first basic telecommunication provider to
 get the coveted ISO 9001:2000 certification in August 2002. In the
 recent Surveillance audit for ISO 9001:2008 Certification conducted by
 TUV India in October 2010, the Company was awarded a Certificate of
 Continuation for ISO 9001:2008 with ''Nil'' Non-Conformance.
 
 The Company along with Tata Teleservices Limited has also recently been
 awarded the ISO 27001:2005 Certification, for Information Security
 Management System.
 
 The Company is also taking active part in the Tata Business Excellence
 Model (TBEM) process, with knowledge sharing and appropriate support
 being extended by Tata Quality Management Services (TOMS), a division
 of Tata Sons Limited.
 
 The model enables the leadership to set direction of the organization
 based on its Vision, Mission and Values and to strategize its business
 priorities based on a variety of environmental factors like
 competition, industry, technology and regulatory changes as well as
 internal capabilities.
 
 Human Resources
 
 The Company assigns the highest degree of importance to its human
 resources which are very critical for a service organization like ours.
 The Human Resources (HR) function of the Company constantly strives
 to achieve the mission of the Company by creating a favorable work
 environment and by institutionalizing a performance oriented work
 culture.
 
 The Company has laid out strong processes to ensu re it attracts and
 retains the right talent.
 
 A rewards & recognition scheme for various awards is in place to
 encourage employees perform better.
 
 The Company promotes a culture of innovation and has provided various
 forums (portals) for employees to post innovative ideas and
 suggestions. The Company recently won the best innovative idea award
 under the Tata Innovista program.
 
 The Company strongly believes that coaching employees removes barriers
 and boundaries and this culture emphasizes individual and team
 achievement towards the common organizational goal.
 
 Regulatory Developments and Important Litigation
 
 There have been many regulatory changes, prominent amongst which are
 implementation of Mobile Number Portability across India on January 20,
 2011, auction of 3G spectrum, initiation of process to formulate a
 comprehensive National Telecom Policy (NTP) 2011 and National
 Frequency Allocation Plan 2011.
 
 Detailed information on the regulatory developments and important
 litigation has been provided in the report on Management Discussion &
 Analysis of Financial Condition and Results of Operations which forms
 part of this Annual Report.
 
 Directors
 
 Effective May 20, 2010, Dr. Mukund Rajan resigned from the position of
 Director and Managing Director of the Company to take up responsibility
 in another Tata company. Mr. Anil Kumar Sardana was appointed as
 Managing Director of the Company with effect from May 20, 2010. Mr.
 Anil Kumar Sardana resigned from the position of Managing Director of
 the Company to take up responsibility in anotherTata company with
 effectfrom close of business hours of January 31, 2011. Mr. Anil Kumar
 Sardana continued as a Non-Executive director of the Company till May
 19, 2011. The Board and the Company record its sincere appreciation of
 the valuable services rendered and contribution by Dr. Mukund Rajan and
 Mr. Anil Kumar Sardana especially for bringing in considerable
 operational efficiency and advantages arising out of association with
 and working in tandem with TTSL, this has resulted in improving cost
 effectiveness by way of combined purchase negotiations, marketing
 campaigns and brand building, regulatory affairs. The Board appointed
 Mr. N.  Srinath as the Additional Director and Managing Director of the
 Company w.e.f. February 1, 2011. The resolutions for appointment of Mr.
 N. Srinath as Director and Managing Director of the Company are
 included in the Notice convening Annual General Meeting of the Company.
 The Board recommends these resolutions fo ryour approval.
 
 In accordance with the provisions of Article 71 and 72 of the Articles
 of Association of the Company, Mr. Amal Ganguli, Mr.  D. T. Joseph and
 Prof. Ashok Jhunjhunwala retire by rotation at the ensuing Annual
 General Meeting of the Company and, being eligible, offer themselves
 for re-election. The Board of Directors recommends their re-election.
 
 Subsidiary
 
 The Company had a Wholly Owned Subsidiary i.e. 21 st Century Infra Tele
 Limited (CITL) which was sold to Wireless - TT Info Services Limited
 (now Viom Networks Limited), the passive infrastructure subsidiary of
 TTSL, for net consideration of approximately Rs.956Crores in May''2010.
 
 Dividends Appropriations
 
 In view of the accumulated losses, the Directors regret their inability
 to recommend any dividend for the year under consideration. No
 appropriations are proposed to be made for the year under
 consideration.
 
 Cost Audit
 
 Pursuant to the Order No. F. NO52/26/CAB-2010datedMay2,
 
 2011 by Cost Audit Branch of Ministry of Corporate Affairs read with
 Section 233B of the Companies Act, 1956 (''Act) and subject to the
 approval of the Central Government, the Board of Directors of your
 Company has appointed M/s. Sanjay Gupta & Associates, Cost Accountants,
 as Cost Auditor of the Company fortheaccountingyear2011-12.
 
 Internal Auditors
 
 The Board has empanelled select firms for handling various internal
 audits based on their experience effective April 1,2011.
 
 Statutory Auditors
 
 M/s. Deloitte Haskins & Sells (DHS), Chartered Accountants, the
 present statutory auditors retire at this meeting and are eligible for
 re-appointment. The Audit Committee and the Board recommend their
 re-appointment.
 
 Statutory Disclosures
 
 Directors'' Responsibility Statement
 
 Pursuant to the provisions of Section 217(2AA) of the Act, the
 Directors, based on the representations received from the operating
 management, confirm that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed and there are no material
 departures;
 
 2.  They have, in the selection of the accounting policies, consulted
 the Statutory Auditors, and have 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 loss of the Company for the period;
 
 3.  They have taken proper and sufficient care, to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Act, for safeguarding
 the assets of the Company and for preventing and detecting fraud and
 other irregularities;
 
 They have prepared the annual accounts on a going concern basis.
 
 Fixed Deposits
 
 The Company has not accepted any deposits within the meaning of Section
 58A of the Act, and the rules made there under.
 
 Balance Sheet Abstract and General Business Profile
 
 Information pursuant to Department of Company Affairs'' notification
 dated May 15, 1995, relating to the Balance Sheet Abstract and General
 Business Profile of the Company is given in the Annual
 Report fo rinformation of the shareholders.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The disclosures as required under the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988 are
 given below:
 
 (i) Energy Conservation:
 
 a. Electricity is used for the working of the Company''s telephone
 exchanges and other network infrastructure equipment. The Company
 regularly reviews power consumption patterns across its network and
 implements requisite improvements/ changes in the network or processes
 in order to optimize power consumption and thereby achieve cost
 savings.
 
 b.  Reduction of Diesel Generator (DG) running during power cuts
 through DG on delay Management system.
 
 c.  Periodic energy audit and implementation of audit recommendations.
 
 (ii) Technology Absorption: The Company has not imported any
 technology. The Company has not yet established separate Research &
 Development facilities.
 
 Prticulars of Employees
 
 The particulars of employees as required under Section 217(2A) of the
 Act, read with the Companies (Particulars of Employees) Rules, 1975
 forms part of this report. However, in pursuance of Section
 219(1)(b)(iv) of the Act, this report is being sent to the shareholders
 of the Company excluding the aforesaid information. Any Member
 interested in obtaining a copy of such information may write to the
 Company Secretary at the registered office of the Company.
 
 Corporate Governance
 
 A report on Corporate Governance appears after this report. A
 certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants
 with regard to compliance with the corporate governance code by the
 Company is annexed hereto as Annexure I and forms part of this report.
 
 The Company has fully complied with all mandatory requirements
 prescribed under Clause 49 of the listing agreements with the Bombay
 Stock Exchange Limited (BSE) and the National Stock Exchange of India
 Limited (NSE). The Company has also implemented some of the
 non-mandatory provisions.
 
 Corporate Sustainability
 
 The contribution of the Tata group towards nation building has been
 far-reaching. As is the ethos of large Tata conglomerate, the Company
 too, has made small but significant contributions to this holistic
 canopy of corporate sustainability.
 
 The Company has always promoted the highest standards of corporate
 ethics and compliance in dealing and conduct of its operations. The
 Company is committed to pursuing initiatives relating to environmental
 preservation, management of natural resources, community health,
 education and empowerment of children.
 
 In keeping with the Tata Climate Change policy, the Company seeks to
 continuously find ways to reduce carbon footprint and leverage
 telecommunications reach for initiatives aimed at the benefit of
 society and the environment including sharing of tower infrastructure
 resulting in substantial reductions in energy consumption, encouraging
 use of audio and video conference instead of travel for reduction of
 carbon dioxide emissions, mountain greening, introduction of highly
 efficient power sources and air-conditioning equipment at its network
 centers, encouraging customers to switch to an e-bill instead of
 receiving printed bills, statements and receipts, encouraging employees
 to re-use stationery, introduction of print manager to discourage
 wasteful paper usage.
 
 The Company generates awareness about various NGOs and their area of
 work. The Company inserts ad campaigns of the NGO in the monthly bills
 sent out to its customers. The initiative was launched to encourage
 people from different walks of life to engage in acts of giving be it
 in cash, time, skills or simple acts of kindness. Prior to the general
 elections, the Company launched a campaign urging voters to cast their
 votes after making an informed choice. The Company uses its wide
 subscriber network to create awareness through alerts say hightide
 timings during the monsoon via SMS alerts, and public services issues
 like Swine Flu prevention.
 
 Unemployed youth from under-privileged families in rural areas, across
 various districts of Maharashtra, are chosen to undergo training to
 become electrical and telecom wiremen in a training program designed
 and supported by the Company. The telecom wiremen''s training was
 conducted by the Company''s engineers and managers. All the trainees
 were thereafter referred to franchisees/contractors in Company''s areas
 of operations, and the Company also helped them get suitable
 jobs in their respective talukas.
 
 The Company has in place a Safety Policy. The Safety Policy aims at
 ensuring zero harm to employees and material within and outside the
 office premises. The initiatives taken by the Company included:
 
 Safety sessions for all employees;
 
 Fire Mockdrill once in every 6 month;
 
 Percolation of Safety Guidelines and Knowledge
 Management on health and safety through mailers (Do''s & Don''ts during
 emergency, Ergonomic, Road Safety, articles related to Health, Safety
 during Fire, Flood and Earthquake etc.).
 
 Acknowledgements
 
 The Directors wish to place on record their sincere appreciation of the
 assistance and support extended by the employees, customers, financial
 institutions, banks, vendors, Government and others associated with the
 activities of the Company.
 
                            For and on behalf of the Board of Directors
 
 Mumbai,                                              Kishor A. Chaukar
 
 June 28,2011                                                  Chairman