The Directors have pleasure in presenting the 17th Annual Report
 together with the audited financial statements of the Company for the
 year ended March 31, 2012 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                                    2011-12       2010-11
 
 Telecom Revenue                               2,470.25      2,248.74
 
 Other Income                                     35.44         67.20
 
 Profit on Sale of Long Term Investment             NIL        834.93
 
 Total Income                                  2,505.69      3,150.87
 
 Operation and Other Expenses                  1,945.36      1,818.52
 
 Provision for Contingencies                      13.28        185.60
 
 Earnings Before Interest, Depreciation,         547.05      1,146.77
 Tax and Amortisation (EBIDTA)
 
 Finance & Treasury Charges(Net)                 521.20        346.15
 
 Depreciation/ Amortisation                      543.40        750.70
 
 Profit / (Loss) for the year                   (517.55)        49.90
 
 The total income for the year was Rs.2,505.69 Crores, an increase of 8%
 over previous year (excluding the impact of profit on sale of long term
 investments). Other income for the year was at Rs.35.44 Crores.
 
 India has the second largest telecom network in the world after China.
 As on April 30, 2012, as per Telecom Regulatory Authority of India
 (TRAI), there were more than 952 million telephone connections in
 the country of which 921 million were wireless connections and 31
 million were Wireline connections.  Approximately 8-10 million mobile
 connections (SIMs) are being added every month. The national
 tele-density is 78 per hundred.
 
 The Company has launched several services over the years involving
 significant investments. The Company is relatively a new entrant in GSM
 and 3G services are still in a gestation phase in the country. It is
 not uncommon for telecommunication companies, by virtue of the high
 operational costs and the capital intensive nature of the industry, to
 have longer gestation periods as compared to some other sectors. The
 accumulated losses of the Company at the close of the year have
 exceeded its paid up capital and reserves. However, the Company has
 been consistently making operating cash profits over the past few
 years.
 
 The Company had availed of shortterm loans for the payment of 3G
 licence fees and the roll out of the 3G network. The Company got its
 Business Plan appraised by IDBI Bank Limited for the availment of long
 term External Commercial Borrowings (ECB) of USD 350 million for
 replacing the short term loans with new long term loans. In May''
 2011, the Company tied up for long term ECB of USD 350 Million for
 refinancing of short term loans availed for 3G spectrum fees and for
 capex. The Company has so far availed ECB of USD 342.03 Million with an
 average maturity period of 10 years.
 
 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 subscriber
 base of 14.13 million as on April''2012 consists of CDMA wireless, GSM
 wireless and wireline subscribers.
 
 The successful launch of GSM services under the Tata DOCOMO brand in
 2009 and the integration of CDMA services under the same brand in the
 latter part of the last fiscal have helped to boost the quality of
 subscriber additions. The Company has the 3rt largest wireless
 subscriber base in Mumbai and Maharashtra circles.
 
 Tata DOCOMO introduced Family Plans on CDMA and Walky.  These plans
 authorize subscribers, multiple connections at one rental with free CUG
 calling within the family members. Tata DOCOMO pioneered the launch of
 Roam Free Plans in GSM wherein subscribers can enjoy free incoming
 roaming benefit without extra charges.
 
 The Company continues to be successful in its High Speed Internet
 Access (HSIA) services under the Photon brand.  Photon services
 have continued to gather both industry and consumer endorsements. Frost
 and Sullivan chose Photon as the best wireless broadband service
 provider of the year for both 3G as well as HSIA services. During the
 year, the Company added 19 additional towns in Maharashtra circle to
 offer Photon Plus wireless broadband services. The Company launched the
 Photon Max service, which effectively doubles the speed of the earlier
 Photon Plus services, in Mumbai & Pune. The Photon Max won ''Product
 of the Year'' in the wireless broadband category (best innovation).
 Available on the CDMA technology platform, the Photon Max provides
 users with a never-before browsing experience and seamless in-building
 coverage.
 
 The Company has continued to focus on Value Added Service (VAS)
 offerings. Data and VAS revenues have now grown to account for 32% of
 the wireless revenues. The Company introduced several attractive
 product and service propositions such as Mobile TV, Music downloads and
 Personalized 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. The Company implemented innovative ways like leveraging
 syndicated ad-networks to drive visibility and ease of discovery of VAS
 services via the Internet.
 
 Tata DOCOMO introduced many innovative VAS to its GSM customers across
 Voice, Text & Data. A rich media service called Gametanium, which is an
 exclusive Android gaming platform, was launched which allows
 subscribers to experience a superior gaming experience with 30
 exclusive games. A social initiative titled Saral Rozgaar was also
 launched which empowers subscribers to search for blue-collar job
 opportunities at very conducive costs. Tata DOCOMO launched Tutor on
 Mobile to drive education on mobile via offerings of conferencing &
 podcasting with domain experts at a very pocket-friendly cost, Go
 Bubble for Mumbai customers which is a mobile-coupon based service
 offering deals and discounts at popular chains and restaurants, Jobs &
 Matrimony search on mobile which allows users to search for the perfect
 Job and the right match for themselves among others.
 
 Recent trends in the business and consumer environment are portending a
 growth story around data. Mobile internet is registering phenomenal
 growth year after year in India. In order to leverage this trend, the
 Company has introduced a new business unit which will focus on
 life-enhancing services like Home Surveillance, m-Commerce, Location
 Based services (eg. School bus tracking) etc.
 
 As you know, the Company obtained 3G spectrum in Maharashtra circle
 where it was the first private operator to launch 3G with a range of
 new services like Mobile TV and App Stores. The Company was not
 successful in its bid for 3G spectrum in Mumbai. The Company would
 however continue to address the market requirements through the Photon
 Plus which is being made available on a growing range of handsets.  The
 Company is also exploring the options for 3G roaming with other
 operators subject to Regulatory clearances.
 
 The Company has laid over 2,224 km of fiber optic cable 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 wireline offerings and
 would work to 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 has also made significant investments in products and
 services specifically forthe Enterprise and Small and Medium Enterprise
 business segments. The Company along with Tata Teleservices Limited
 (TTSL) has a national footprint for its Conference Call service
 with 15 Points of Presence across the country for providing local
 access to conference bridges.
 
 Marketing Initiatives
 
 Tata DOCOMO mounted the ''Keep it Simple'' campaign which highlighted
 service delivery differentiators and gave proof points of its promise
 of simplicity.
 
 Maharashtra circle got a splendid response for its national level SMS
 based engagement program called Jeet Ki Ghanti, the
 first-of-its-kind in this category. This program was designed to reward
 existing Tata DOCOMO customers (CDMA or GSM) for reposing their faith
 in our network. In Maharashtra circle, 2 customers won Chevrolet Beat
 Cars and approximately one dozen customers won motorbikes.
 
 Another national level campaign which saw tremendous response in the
 Maharashtra circle was the ''Network Campaign'' which established the
 promise of ubiquity on Tata DOCOMO''s network.
 
 Various marketing innovations were implemented during the year and the
 Company bagged the prestigious ''Exchange 4 Media'' award for using non
 conventional media (Ganpati boat branding) under silver category.
 
 Network quality and Customer service
 
 As per the Indian Telecom Services Performance Indicators Reports by
 TRAI, the Company''s network is congestion free for the last eleven
 consecutive quarters.
 
 The Company continues to improve 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. As a retention measure, the Company has launched a tool
 which models usage patterns, flags customers with high propensity to
 churn for subsequent health check call and issue resolution, if any.
 
 On Photon, a Data Traffic Management Module was implemented to enhance
 customer experience. Multiple initiatives were successfully implemented
 on the network and information technology which are the backbone of the
 business.
 
 Network Rollout
 
 During the year, the Company successfully expanded GSM wireless
 services to reach 898 towns in the states of Maharashtra and Goa. The
 Company has also entered into international bi-lateral agreements with
 more than 140 operators globally to offer seamless International
 roaming facility. The Company has also now spread CDMA voice and Photon
 Whiz services in 1,191 towns and provides HSIA service in the states of
 Maharashtra and Goa.
 
 During the year, the Company focused on operational efficiency and
 quality control measures with a constant endeavor to further improve
 its network quality. The Company also successfully unlocked the
 bandwidth potential in its existing transmission network and offered
 transmission bandwidth to 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
 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 TTSL 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
 (TQMS), 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. The Company attempts to achieve business
 excellence through various quality (six sigma/Kaizen) projects and
 drive service excellence and cost optimization throughout the
 organization.
 
 The Company promotes a culture of innovation and has provided various
 forums (portals) for employees to post innovative ideas and
 suggestions. Many employees have posted their ideas on Tata Innoverse
 and were considered for implementation within the Company as well as
 other Tata Companies.
 
 Human Resources
 
 The Company assigns very high importance to its human resources and
 constantly strives to achieve the mission and objectives of the Company
 by creating a favorable work environment and by institutionalizing a
 performance oriented work culture. The Financial Year 2011-12 was a
 significant year for the Company marked by a number of change
 initiatives in the area of organization restructuring, change
 management and process improvements to enhance Employee Productivity
 and Capability Development in line with the Business Plans.
 
 The integration of the CDMA and GSM Business lines was done to enable
 effective go to market strategy with an enhanced operational synergy.
 The process was driven with adequate focus and sensitivity to ensure a
 smooth transition to the new integrated Mobility Organisation. Besides
 this, the Company has reviewed the Organisation Structures for various
 other Verticals/Functions to bring about greater synergy.
 
 The Company has continued to invest in its people and held multiple
 capability development interventions across the functions and levels to
 sharpen the people''s skills to cater to the dynamic nature of the
 Industry. The Company strongly believes that coaching employees removes
 barriers and boundaries and this culture emphasizes individual and team
 achievement towards the common organizational goal.
 
 The Company has a robust Reward, Recognition and Incentive Programs to
 enable and encourage employees to perform better. The Performance
 management system has been reviewed and improved. The Company has laid
 out strong processes and systems to ensure leveraging of its people''s
 potential besides attraction and retention of the right talent.
 
 Regulatory Developments and Important Litigation
 
 There have been many regulatory changes during the year, prominent
 amongst which is the announcement of the National Telecom Policy (NTP)
 2012. Availability of affordable and effective communications for the
 citizens is at the core of the vision and goal of NTP''12. It proposes
 to delink spectrum from licences, announces plans to introduce free
 national roaming and introduction of national level mobile number
 portability, lays emphasis on increasing rural teledensity from 39 to
 70 by the year 2017 and 100 by the year 2020 and making available
 broadband on demand.
 
 Other important developments have been the TRAI recommendation on
 guidelines for Unified Licence/Class Licence and migration of Existing
 Licences to Unified Licence, TRAI recommendations on Allocation of
 Spectrum in 2G band, View of DoT field officers that dual technology
 operators should meet additional rollout obligation in respect of GSM
 spectrum, DoT''s view that intra-circle roaming (ICR) is permitted
 for 2G but not for 3G in non spectrum circles, Enhanced EMF radiation
 norms to be implemented by September 1, 2012, Supreme Court (SC)
 judgment in 2G case, its impact on future allocation of Spectrum and
 cancellation of 122 licences of 2008, National Frequency Allocation
 Plan 2011, Telecom Consumer Compliant Redressal Regulations, 2012 &
 Telecom Consumers Protection Regulations, 2012 and SC judgment that
 definition of Adjusted Gross Revenue as given in the License needs to be
 followed to levy revenue share based licence fee.
 
 Detailed information on the regulatory developments and important
 litigations 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 July 21, 2011, Mr. Koichi Takahara resigned from the position
 of Director of the Company on his relocation to Japan.  The Board and
 the Company record their sincere appreciation of the valuable services
 rendered and contribution made by Mr. Koichi Takahara. The Board
 appointed Mr. Katsuhiko Yamagata as Director of the Company w.e.f. July
 26, 2011 to fill the casual vacancy caused by resignation of Mr. Koichi
 Takahara.
 
 Effective May 30, 2012, Mr. Katsuhiko Yamagata resigned from the
 position of Director of the Company on his relocation to Japan. The
 Board and the Company record its sincere appreciation of the valuable
 services rendered and contribution made by Mr. Katsuhiko Yamagata. The
 Board appointed Mr.  Koji Ono as Additional Director of the Company
 w.e.f. June 1, 2012.
 
 In accordance with the provisions of Article 71 and 72 of the Articles
 of Association of the Company, Mr. S. Ramadorai, Mr.  N. S.
 Ramachandran and Mr. Nadir Godrej 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. Mr. Kishor A. Chaukar retires by rotation on the date of
 the Annual General Meeting of the Company and does not seek
 re-election.
 
 Dividend & 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. NO. 52/26/CAB-2010 dated May 2, 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
 re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost
 Auditor of the Company for the accounting year 2012-13. The Cost Audit
 Report for the financial year 2011-12 is yet to be placed before the
 Board. The Cost Audit Report is required to be filed within 180 days
 from the close of the financial year to which the report relates.
 
 Internal Auditors
 
 The Board has empanelled select firms for handling various internal
 audits based on their capabilities and experience.
 
 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;
 
 4.  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.
 
 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 equipments. 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.
 
 d.  Also see section ''Corporate Sustainability'' for further details on
 initiative.
 
 (ii) Technology Absorption: The Company has not imported any
 technology. The Company has not yet established separate Research &
 Development facilities.
 
 (iii) Foreign Exchange Earnings and Outgo:
 
                                       (Rs. in Crores)
 
 Particulars                2011-12        2010-11
 
 Earnings                       NIL            NIL
 
 Outgo                       100.29          11.27
 
 Capital Goods               112.98         193.42
 
 Particulars 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 BSE
 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. In keeping with the Tata ethos, the Company too has made
 small but significant contributions to corporate sustainability.
 
 The Company has always promoted the highest standards of corporate
 ethics and compliance in all its dealings and in the conduct of its
 operations. The Company is committed to pursuing initiatives relating
 to environment 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, 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 and introduction of print manager to discourage wasteful
 paper usage.
 
 The Company generates awareness about various NGOs and their area of
 work by inserting advertising campaigns of the NGO in the monthly bills
 sent out to 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. The Company uses its
 wide subscriber network to create awareness through SMS alerts on say
 hightide timings during the monsoon and public service 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 taluk as.
 
 Safety
 
 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 include Safety
 sessions for all employees; Fire Mock drill once every 6 months and
 Percolation of Safety Guidelines and Knowledge Management on health and
 safety through mailers (Do''s & Don''ts during emergency, Road Safety,
 articles related to Health, Safety during Fire, Flood and Earthquake
 etc.).
 
 Carbon Credits
 
 The Company, demonstrating its commitment towards overall sustainable
 and environment friendly operations has been issued carbon credits,
 based upon successful registration of its energy efficiency project
 under the Voluntary Carbon Standard (VCS 2000.7). The commitment has
 been enhanced with the similar exercise being carried out for the
 operations across Maharashtra circle under the Clean Development
 Mechanism (CDM). The initiatives pertaining to swapping of base station
 electronics not only result in a significant reduction of overall
 energy consumption but also contribute positively towards the
 environment by reducing the demand from fossil fuel based energy
 generation and thereby contribute in reduced emission of Greenhouse
 Gases.
 
 Acknowledgements
 
 The Directors wish to place on record their sincere appreciation of the
 assistance and support extended by the employees, shareholders,
 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
 
 July 17,2012                                                Chairman