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GTL Ltd.

BSE: 500160 Sector: Telecom
NSE: GTL ISIN Code: INE043A01012
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VOLUME 45568
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OPEN 16.15
CLOSE 16.25
VOLUME 45568
52-Week high 24.60
52-Week low 12.45
P/E
Mkt Cap.(Rs cr) 245
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GTL Ltd. (GTL) - Director Report

Company director report

Your Directors submit Twenty Eighth Annual Report together with the Audited Accountsfor the year ended March 312016.

1. STATE OF THE COMPANY’S AFFAIRS:

FINANCIAL HIGHLIGHTS

(Rs in Crore)

FY 2015-16

FY 2014-15

Particulars Consolidated Standalone Consolidated Standalone
Total Income 1826.74 1282.87 2586.59 2151.34
Profit / (Loss) before Depreciation Interest and Financial Charges (Net) Exceptional items and Tax (PBDIT) (297.40) (9.74) (274.67) (54.12)
Profit / (Loss) before Depreciation Exceptional and Tax (PBDT) (879.20) (541.91) (795.46) (522.36)
Less: Depreciation 103.10 98.50 139.99 126.22
Profit / (Loss) before Tax exceptional item and extraordinary items (982.30) (640.41) (935.45) (648.58)
Exceptional items (1901.34) (1967.03) (152.71) (152.71)
Less: Provision for Taxation (incl. Short Provision for Income Tax and Deferred Tax) 31.85 Nil 15.47 Nil
Profit / (Loss) after Tax (PAT) before Extra-ordinary and Prior Period items (2915.49) (2607.44) (1103.63) (801.29)
Add / (Less): Extra-ordinary item Nil Nil Nil Nil
Add: Minority Interest 0.06 N.A. 0.55 N.A.
Add: Share of Profits in Associates (17.63) N.A. (11.81) N.A.
Add: Balance brought forward from the last year (2058.28) (1939.52) (943.39) (1138.23)
Profit / (Loss) available for Appropriation (4991.34) (4546.96) (2058.28) (1939.52)
Appropriations:
Recommended Equity dividend Nil Nil Nil Nil
Dividend Distribution Tax N.A. N.A. N.A. N.A.
Amount transferred to
- General Reserve Nil Nil Nil Nil
- Debenture Redemption Reserve Nil Nil Nil Nil
Balance Carried Forward (4991.34) (4546.96) (2058.28) (1939.52)

2. RESULTS OF OPERATIONS

The financial highlights of the Company on a standalone basis for the financial yearunder review are as follows:

• Total Income is Rs 1282.87 Crore as against' 2151.34 Crore for the previousfinancial year.

• Operating Profit/(Loss) (before Depreciation Interest and Financial Charges(Net) and Tax) (PBDIT) is Rs (9.74) Crore as against Rs (54.12) Crore for the previousfinancial year.

• Profit/(Loss) after Tax (PAT) is Rs (2607.44) Crore as against' (801.29) Crorefor previous financial year.

3. CORPORATE DEBT RESTRUCTURING (CDR)

Performance

• Paid Rs 1183 Croreto secured and unsecured lenders withoutany new borrowings;

• Paid Rs 494.23 Crore to the Government towards various taxes including VATService Tax etc.;

• Issued equity shares to CDR Lenders for value of' 189 Crore;

• Realized current assets to the extent of' 1863 Crore;

• Cash flows administered and monitored through the Trust and Retention Account(TRA); and

• Complied with other CDR requirements such as infusion of Promoter’scontribution monthly concurrent audits creation of security in favour of securedlenders etc.

Post CDR Developments

The revival of the Company post CDR got affected on account of adverse developments inthe Telecom and Power

Sectors as under:

Telecom

• Cancellation of 122-2G licenses by Supreme Court of India (SC) in February 2012:The SC in a rare judgement jn February 2012 cancelled 122-2G telecom licenses of operatorslike Uninor Videocon Etisalat IDEA Tata etc;

• Slower 3G and BWA growth since auctions: Barely 3-4% of the 3G and BWArevenue/subscriber targets achieved against an investment of' 1.20 Lac Crore invested byOperators towards license fees for 3G & BWA;

• Freeze on fresh debt and equity: Anxiety and negative sentiments towards thesector due to financial stress contentious tax claims and criminal investigations ofpromoters and banks related to previous spectrum allocations etc. led to complete freezeof fresh capital outlays towards the sector.

Aircel Group’s suspension of 20000 tenancy commitments

Based on Aircel Groups commitment of 20000 additional tenancies to the Company’sAssociate Tower companies (Tower Co.) in FY 2010 as a turnkey service provider of TowerCo. the Company envisaged Revenue opportunity of Rs 17170 Crore over 5 years assummarized and stated in the Notice of postal ballot dated January 14 2010 toshareholders and as detailed below:

(Rs in Crore)

Services Offering 2010-11 2011-12 2012-13 2013-14 2014-15 Total
Network Deployment 1250 1250 1250 1250 1250 6250
Network Maintenance 486 594 702 810 918 3510
Energy Management 540 660 780 900 1020 3900
Active Infrastructure Management 486 594 702 810 918 3510
Total Business Opportunity 2762 3098 3434 3770 4106 17170

However due to the sluggish telecom environment slower than anticipated 3G growthgovernment enquiries into the 2G scam and its negative impact on financials the AircelGroup had to curtail its expansion plans and also close down operations in non-viabletelecom circles. Resultantly Aircel Group cancelled / terminated major portion of itsadditional tenancy commitment to the Tower Co. in July 2013 leading to significant loss tothe Company in revenue and EBITDA.

BSNL suspension of contract of 93 million fixed lines

Bharat Sanchar Nigam Ltd. (BSNL) invited sealed tenders from Eligible Bidders on‘Rupee Payment basis’ for planning engineering supply installation testing& commissioning of GSM / UMTS based cellular mobile network along with supplyinstallation testing & commissioning of infrastructure for network of capacity for 93million lines. This expansion was meant to be rolled out in three phases. The tenders werefloated zone-wise with the North West and South zones having 25 million lines each andthe East Zone having 18 million lines.

a. In 2010 GTL had bid and won a contract from BSNL being L2 and L3 out of thecontract of 93 million fixed lines.

b. Flowever the government after much deliberation and delay based on therecommendations of CVC asked BSNL to cancel the contract that led to an estimated loss ofRevenue of Rs 3000 Crore to the Company spreading over the next three financial years.

The investments and advances made towards procurement for implementation of the Airceland BSNL contracts led to disputes / cancellation of the contracts and attendantconsequences; and the mobilization efforts for material and manpower also became awasteful exercise.

Power

• Debt woes of DISCOMS: High indebtedness of the power generation and distributioncompanies has forced them to restructure their debts of' 1.5 -1.7 Lac Crore;

• Delay in power tariff hikes: Tariff hikes which are inevitable for financialsustainability and growth of the sector are delayed due to the regulatory and politicalinterventions;

• Slash in power tariffs by 20% in Maharashtra;

• Higher T&D losses than disclosed by regulatory authority; and

• Refusal of lenders to offer SBLC despite approval in CDR package.

Cancellation of MSEDCL Contract

With initial discussions starting in 2009 the contract was finally signed in May 2011.The two main factors for growth and profitability of the DF Business as factored in CDRwere capex investment of Rs 192 Crore to reduce AT and C losses and issuance of SBLC toMSEDCL.

However the Power Distribution Franchise Contract was terminated on November 17 2014due to the factors beyond the management control. Apart from the operation and contractualissues for such termination other major issues was also non-provisioning of SBLC bycertain lenders despite such limits being approved under the CDR package.

Consequently the Company’s annual revenue was reduced by Rs 1200 Crore perannum and impacting the Company’s projected business. The Company is pursuing itsvarious contractual claims with MSEDCL such as claims including but not limited towheeling charges unauthorised use of feeders by MSEDCL Capex Claims etc.

As it can be seen from the above the issues governing the telecom and power sector hada negative impact on the performance of the Company. The Company lost a substantialportion of its revenue and EBITA on account of the issues beyond the management controlaffecting its business pertinently the business anticipated out of Aircel and BSNLrollouts and MSECDL DF business.

Current Status

While the above developments affected the revenue and profitability of the Company theinter-creditors’ issues led to filing of winding up petition by the NCD Holder andissue of notice / obtaining of order from a Court by the ECB lenders all of which made itdifficult for the Company to continue servicing its debts. To address these challengesthe Company is in discussion with the lenders to monetize its investments core / non-coreassets and business for negotiated settlement of debts which has been agreed in principleby all the lenders.

Going Concern

In the last few years the Company has incurred cash losses resulting in erosion ofits entire net-worth. The Company’s current liabilities are higher than its currentassets as a consequence of accumulated interest and write-offs.

The legal proceedings initiated by some of the lenders of the Company including windingup petition filed are currently sub-judice and no orders have been passed in this respect.

The Company has made a proposal for a negotiated settlement of debts to all lenders bysale of its core / non-core assets which has been agreed in principle by all the lenders.

Pending the implementation of the Company’s proposal for negotiated settlement ofdebts the Company continues to recognize its loan liabilities to CDR lenders as per therepayment terms specified in CDR package.

The management is of the view that once the Company’s proposal for negotiatedsettlement of its debts which is now agreed in-principle and when implemented the doubton the Company’s inability to repay and meet its debt / liabilities would cease toexist and it will be in a position to continue with the business operations and generateadequate cash flows.

Accordingly the financial statements / results have been prepared on the basis thatthe Company is a going concern and no adjustments are required in the carrying value ofits assets and liabilities.

Investments

The Company has investments in Associates GTL Infrastructure Ltd. (GIL) and ChennaiNetwork Infrastructure Ltd. (CNIL). Both GIL and CNIL have been admitted into CDR. TheCDR package provides various financial restraints on these associates for transferringfunds to the Company. Based on the legal opinions sought by the Company such restrainsfaced by GIL and CNIL constitute severe long term restrictions significantly impairingtheir ability to transfer any funds to the Company as envisaged in Para 7(b) of AccountingStandard-23 (AS-23) and therefore the Company has accounted investment in theseassociates as per AS-13.

The Company’s share in Associate Global Rural Netco Limited is accounted based onun—audited financial statements for the year ended March 312016.

4. RECENT DEVELOPMENTS AT MACRO & MICRO ECONOMIC LEVELS Key Indicators:

• The number of wireless subscribers in India increased from 969.89 million at theend of Mar-15 to 1026.66 million at the end of Feb-16.

• The urban subscription increased from 555.71 million at the end of Mar-15 to587.55 million at the end of Feb-16.

• The rural subscription increased from 414.18 million at the end of Mar-15 to439.11 million at the end of Feb-16.

• The monthly growth rates of urban and rural subscription were 0.79% and 0.94%respectively during the month of Feb-16.

• The overall Tele-density in India increased from 77.27 at the end of Mar-15 to80.91 at the end of Feb-16.

• The share of urban subscribers and rural subscribers at the end of Feb-16 was57.23% and 42.77% respectively. Telecom Market Growth Drivers:

• Unique subscriber Penetration is still low giving scope to further widening oftelecom infrastructure.

• The move to 3G is accelerating helped by network sharing.

• The 4G era commences.

• Data Traffic increasing day by day putting pressure on existing network.

• Internet of Things will further increase need of sound infrastructure.

• Digital India Initiative likely to benefit Telecom Sector.

• Margin erosion and spectrum costs are likely to stimulate market consolidation.

5. DIVIDEND:

Since your Company has posted losses and is currently under Corporate DebtRestructuring Mechanism your Directors express their inability to recommend any dividendon the paid up Equity and Preference Share Capital of the Company for the financial yearended March 312016.

6. SHARE CAPITAL AND NON CONVERTIBLE DEBENTURES (NCDs):

i) Equity:

The movement of Equity Capital due to allotment of shares if any is as under:

Particulars No. of Equity Shares
Equity Capital as on April 12015 157296781
Add: Allotment of equity shares during the year Nil
Equity Capital as on March 312016 157296781

The Company has only one class of equity shares and it has not issued equity shareswith differential rights or sweat equity shares. Also the Company has cancelled all itsoutstanding Employee Stock Option Schemes (ESOS) in FY 2012-13. Thus the details requiredto be furnished for equity shares with differential rights and / or sweat equity sharesand / or ESOS as required under the Companies (Share Capital and Debentures) Rules 2014are not furnished.

ii) Preference:

During the FY 2012-13 the Company had issued and allotted 650000000 NonParticipating Optionally Convertible Cumulative Preference Shares of the face value of Rs10/- each aggregating Rs 650 Crore. The Preference shareholder had option for conversioninto equity shares at any time after six months but before eighteen months from the dateof allotment viz. September 28 2012 on the terms and conditions as detailed in Note No.2.1.4. of Notes to Accounts. However the Preference shareholder did not exercise itsright for conversion of these preference shares into equity within the stipulated timeperiod and resultantly there will not be any impact on the Company’s equity capital.

iii) NCDs:

During the FY 2009-10 the Company had privately placed 14000 Rated RedeemableUnsecured Rupee NCDs of the face value of '10 Lakh each aggregating Rs 1400 Crore whichwere listed under debt segment of BSE Limited. In view of pending restructuring of NCDsdue to non-completion of documentation currently the same are suspended for trading.

7. FIXED DEPOSITS:

There are no unclaimed deposits lying with the Company and during the year underreview the Company has not accepted any fresh fixed deposits from Public or from itsShareholders.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Manoj G. Tirodkar - Chairman & Managing Director retires by rotation and beingeligible offers himself for reappointment.

The background of the Director proposed for reappointment is given in the CorporateGovernance Report which forms part of this Report.

Pursuant to the provisions of Section 203 of the Companies Act 2013 currently Mr.Manoj G. Tirodkar - Chairman & Managing Director Mr. Sunil S.Valavalkar-Whole-timeDirector Mr. Vidyadhar A. Apte-Company Secretary and Mr. Milind V. Bapat - ChiefFinancial Officer are the key managerial personnel of the Company.

9. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given below:

i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive Directors Ratio to median remuneration
Mr. Manoj G.Tirodkar 9.35
Mr. Sunil S. Valavalkar 3.1
Non-executive Directors (Sitting Fees only) * Ratio to median remuneration
Mr. VijayM.Vij N.A.
Mr. D. S. Gunasingh N.A.
Mr. Navin J. Kripalani N.A.
Mr. Dilip Kumar Mandal N.A.
Mrs. Siddhi M.Thakur N.A.

* Since Non-executive Directors received no remuneration except sitting fees forattending Board / Committee meetings the required details are not applicable.

ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr. Manoj G.Tirodkar - Chairman & Managing Director No change
Mr. Sunil S.Valavalkar-Whole-time Director No change
Mr. VijayM.Vij N.A.
Mr. D. S. Gunasingh N.A.
Mr. Navin J. Kripalani N.A.
Mr. Dilip Kumar Mandal N.A.
Mrs. Siddhi M.Thakur N.A.
Mr. Milind V. Bapat - Chief Financial Officer No change
Mr. Vidyadhar A. Apte - Company Secretary No change

iii) The percentage increase in the median remuneration of employees in the financialyear: 5.8%

iv) The number of permanent employees on the rolls of Company: 372

v) The explanation on the relationship between average increase in remuneration andCompany performance:

On an average employees received an annual increase of 1.4% in India.

Employees outside India were granted wage increase between 5% to 7%.

The increase in remuneration is in line with the markettrends in the respectivecountries.

vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

(Rs in Crore)
Standalone Consolidated
Aggregate remuneration of Key Managerial Personnel (KMPs) in FY 2015-16 2.09 2.09
Revenue 1241.65 1707.15
Remuneration of KMPs (as % of revenue) 0.17 0.12
Profit Before Tax (PBT) (prior to Exceptional item) (640.41) (982.30)
Profit Before Tax (PBT) (post Exceptional item) (2607.44) (2883.65)
Remuneration of KMPs (as % of PBT) N.A. N.A.

vii) Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 312016 March 312015 % Change
Market Capitalization (Rs Crore) * 184.04 192.69 (4.49)
Price Earnings Ratio (0.07) (0.24) (0.25)

*based on closing marketprice on NSE on the respective year end dates

viii) Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

Particulars March 31 2016 April 18 1994 (FPO) % Change April 18 1994 (Rights) % Change
Market price (BSE) '11.76 ' 20.00 (41.20) '17.50 (32.80)
Market price (NSE) '11.70 ' 20.00 (41.50) '17.50 (33.14)

ix) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase in salaries of employees is 1.4% and there is no change inmanagerial remuneration during the year.

x) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

Mr. Manoj G. Tirodkar - Chairman & Managing Director Mr. Sunil S. Valavalkar Whole-time Director Mr. Milind V. Bapat - Chief Financial Officer Mr. Vidyadhar A. Apte - Company Secretary
Remuneration in FY 2015-16 (Rs Crore) 0.45 0.15 0.74 0.75
Revenue (Rs Crore)

1241.65

Remuneration as % of revenue 0.04 0.01 0.06 0.06
Loss Before Tax (PBT) (Rs Crore) (before Exceptional item)

(640.41)

Loss Before Tax (PBT) (Rs Crore) (after Exceptional item)

(2607.44)

Remuneration as % of PBT N.A. N.A. N.A. N.A.

xi) The key parameters for any variable component of remuneration availed by thedirectors:

Key parameter for variable component is the achievement of Corporate Objectives of theCompany.

xii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: 1:6.75

xiii) Affirmation that the remuneration is as per the remuneration policy of theCompany:

The Company affirms that the remuneration is as per remuneration policy of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 134(3)(c) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability in respect of the year endedMarch 312016 confirm that:

i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;

ii. they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;

iii. they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. they had prepared the annual accounts on a going concern basis;

v they had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and

vi. they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have furnished a declaration to the effectthat they meet the criteria of independence as provided in Section 149(6) of the CompaniesAct 2013.

12. POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION ETC.:

The Company has put in place appropriate policy on Directors’ appointment andremuneration and other matters provided in Section 178(3) of the Companies Act 2013which is provided in the Policy Dossier that has been uploaded on the Company’swebsite www.gtllimited.com. Further salientfeatures of the Company’s Policy on Directors’ remuneration have been disclosedin the Corporate Governance Report which forms part of this Report.

13. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has carried out annual evaluation of its own performance BoardCommittees and individual Directors pursuant to the provisions of the Companies Act 2013and corporate governance requirements as prescribed by the Securities & Exchange Boardof India (Listing Obligations & Disclosure Requirements) Regulations 2015 (theListing Regulations).

The performance of the Board and its Committees was evaluated by the Board afterseeking inputs from the Board / Committee members on the basis of the criteria such ascomposition of the Board / Committees and structure effectiveness of Board / Committeeprocesses providing of information and functioning etc. The Board and Nomination &Remuneration Committee also reviewed the performance of individual Directors on the basisof criteria such as attendance in Board / Committee meetings contribution in the meetingslike preparedness on issues to be discussed etc.

In a separate meeting of Independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking in to consideration views of executive and non-executive Directors.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 read with Schedule V to the Listing Regulations ispresented in a separate section forming part of the Annual Report.

15. CORPORATE GOVERNANCE & VIGIL MECHANISM:

A separate Corporate Governance Report on compliance with Corporate Governancerequirements as required under Regulation 34(3) of the Listing Regulations forms part ofthis Report. The same has been reviewed and certified by M/s. Godbole Bhave & Co.Chartered Accountants and M/s. Yeolekar & Associates Chartered Accountants the JointAuditors of the Company and Compliance Certificate in respect there of is given inAnnexure A to this Report.

The Company has formulated a Whistle Blower Policy details of which are furnished inthe Corporate Governance Report thereby establishing a vigil mechanism for directors andpermanent employees for reporting genuine concerns if any.

16. RISKS:

A separate section on risks and their management is provided in the MD&A Reportforming part of the Annual Report which covers the development and implementation of riskmanagement framework. The Audit Committee monitors the risk management plan and ensuresits effectiveness. It is important for shareowners and investors to be aware of the risksthat are inherent in the Company’s businesses. The major risks faced by your Companyhave been outlined in this section to allow stakeholders and prospective investors to takean independent view. We strongly urge stakeholders / investors to read and analyze theserisks before investing in the Company.

17. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand other details furnished in Annexure B of this Report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. For CSR initiativesundertaken by Global Foundation please refer to MD&A Report under the caption"Corporate Social Responsibility". The CSR Policy is available on theCompany’s website www.gtllimited.com.

18. AUDIT COMMITTEE:

The details in respect of composition of the Audit Committee are included in theCorporate Governance Report which forms part of this Report.

19. AUDITORS AND AUDITORS’ REPORT:

Joint Auditors:

M/s. Godbole Bhave & Co. Chartered Accountants Mumbai and M/s. Yeolekar &Associates Chartered Accountants Mumbai were appointed as Joint Auditors at the TwentySixth (26th) Annual General Meeting to hold office from conclusion of the said meetingtill the conclusion of the Twenty Ninth (29th) Annual General Meeting. The Company hasreceived the necessary certificates from the Joint Auditors pursuant to Sections 139 and141 of the Companies Act 2013 regarding their eligibility for appointment. In pursuanceof the provisions of Section 139 of the Companies Act 2013 an appropriate resolution forratification of the appointments of M/s. Godbole Bhave & Co. Chartered AccountantsMumbai and M/s. Yeolekar & Associates Chartered Accountants Mumbai as JointAuditors of the Company is being placed at the ensuing Annual General Meeting.

Cost Auditors:

In terms of the Companies (Cost Records and Audit) Amendment Rules 2014 since theCompany’s business (telecom networking services) is not included in the list ofindustries to which these rules are applicable the Company has not considered appointmentof Cost Auditors from the financial years 2015-16 onwards.

The relevant cost audit reports of FY 2014-15 were filed with Ministry of CorporateAffairs on October 92015. Joint Auditors’ Report

As regards the Joint Auditors’ comment / observation / emphasis of matters theBoard has furnished required details / explanations in Note Nos. 2.8.12.40 2.31.12.11.3and 2.24.1 of Notes to Standalone financial statements.

Secretarial Auditors’ Report

The Secretarial Auditors’ Report does not contain any qualificationsreservations disclaimers or adverse remarks and the same is given in Annexure C (Form No.MR-3) forming part of this report.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements as under:

Details of investments made by the Company are given under the respective heads (refernote 2.11 of notes to the Standalone financial statements).

No loans are given by the Company to any person / entity except to its employees as atMarch 312016. Details of Corporate Guarantees given by the Company as at March 312016are as under:

(Rs in Crore)
Sr. Name of the Company As at March 312016 As at March 312015
1 Subsidiaries 165.39 166.82
2 Other Body Corporate 425.00 425.00

Refer Note No 2.12.2 of notes to financial statements

The Company has given above guarantees in its normal course of business in India andabroad. The guarantees are normally given:

• for performance of their business obligations; and

• to enable them to avail financial assistance.

21. PARTICULARS OF RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were on anarm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website www.gtllimited.com. None of the Directors has any pecuniaryrelationships or transactions vis-a-vis the Company. The particulars as required under theCompanies Act 2013 are furnished in Annexure D (Form No. AOC-2) to this report.

22. MATERIAL CHANGES AND COMMITMENTS:

Save and except as discussed in this Annual Report no material changes have occurredand no commitments were given by the Company thereby affecting its financial positionbetween the end of the financial year to which these financial statements relate and thedate of this report.

23. SUBSIDIARIES:

The Company has been carrying on its domestic and international operations through someof its subsidiaries. The operations of most of the subsidiaries are loss making on accountof the general economic slowdown and the factors affecting the Telecom Industry. In NorthAmerica the continuous loss made by the subsidiary led to admission of the subsidiaryinto bankruptcy and later sale of the investment as per the Scheme of Reorganisationapproved by the Bankruptcy Court in USA. On account of the admission of the Company intoCDR it is unable to extend both operational and financial support to the subsidiaries.Under these circumstances except some of the subsidiaries whose operations are viablethe operations of other subsidiaries have been scaled down or closed down. In view ofthis the Company is continuing operations only in those projects and countries whichhave potential for growth at low working capital. The Company has closed / is in theprocess of closing its operations in subsidiaries in Sri Lanka Kenya Bangladesh TaiwanChina Malaysia Indonesia Tanzania Philippines KSA UAE and Nigeria while it iscontinuing its operations in UK Myanmar Nepal and Singapore.

Further as per the negotiated settlement plan submitted for settlement of theoutstanding debt with all of its lenders the Company has to dispose of some of itsinvestments as contemplated under the approved CDR package inter-alia investments in itssubsidiary companies for which an appropriate resolution is being placed at the ensuringAnnual General Meeting.

Pursuant to Accounting Standard 21 (AS 21) on Consolidated Financial Statements issuedby the Institute of Chartered Accountants of India Consolidated Financial Statementspresented by the Company include information about its subsidiaries. The Company’srevenue from its overseas subsidiaries for the year ended March 31 2016 on aconsolidated basis is Rs 465.72 Crore (US$ 70.07 Mn.)

As required by the Companies (Accounts) Rules 2014 a report on performance andfinancial position of each of the subsidiaries and associate companies included in theConsolidated Financial Statement is presented in Annexure E (Form No.AOC-1).

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

a) Conservation of Energy:

i. the steps taken or impact on conservation of energy:

As per Green mandate for Telecom Towers issued by Department of Telecommunicationsthere is an opportunity to increase green portfolio by complying with it and will help inreduction in carbon footprints with the help of green technology. Use of less power andcost efficiency will result in high up time thus achieving operational efficiency. Therehave been constant efforts in converting many sites as "Green" sites by way ofelectrification as part of these initiatives.

ii. the steps taken by the Company for utilizing alternate sources of energy:

• The Company initiated a pilot project of installation of Fuel Cell System (FCS)and Lithium Ion batteries instead of Diesel Generators (DG) on few Tower sites under OPEXmodel with a solution partner for uninterrupted energy supply for better Up-Time;

• FCS run as per the preferred duty cycle to provide backup power to the sites andwill operate during the grid power unavailability; and

• These batteries help in reducing DG run hours.

iii. the capital investment on energy conservation equipments:

Not Applicable

b) Technology Absorption:

i. the efforts made towards technology absorption:

• Tower monitoring methodology for operators using Network Management Software andbespoke portals to monitor additional sites across different operators and circles;

• Automation of Trouble Tickets (TTs) from Operation Support System (OSS) alarmsvia BMC Remedy TT application and integrating it with SMS alarm alerts;

• Testing and implementation of solutions such as video surveillance and workforcetracking (WFT) on Pan India basis;

• Automation & designing of Key Performance Indicators / Service LevelAgreement (KPI / SLA) portal as per Master Services Agreement with the customer bycreating a on Line portal which will display various key performance Indicators andservice Level Agreement parameters per circle as well as at national level using Java++for application development using pentaho open source data analytics and intelligenceplatform;

• Integration of various data inputs such as OSS logs from various OEMs like NSNEricsson ZTE Huawei trouble tickets from Remedy tool preventive maintenance data ofsite assets Resource management data etc.;

• Creating an algorithm logic (software application framework) as per MasterServices Agreement (MSA) by using various data inputs and sources to compute monthly KPIsSLAs; and

• Implemented using best in class hardware and software platform at state of theart infrastructure of Network Operations Centre (NOC) @ Hinjewadi Pune having intelligentvideo walls functional data centre with hosting and collocation facilities etc. to fullysupport the active and passive Infrastructure of telcos in terms of tracking preventivemaintenance alarms verifications vendor management and coordination with testing andabsorption facilities for new technology.

ii. the benefits derived like product improvement cost reduction product developmentor import substitution:

• Contractual compliance as per MSA to measure performance on monthly basis acrossvarious KPIs /SLAs;

• Using various types of data dimensions such as volume variety velocity andveracity can manage Big Data requirement;

• On Time reporting of these KPIs / SLAs with high level data integrity;

• Will help in achieving high level of scalability reliability flexibility andadoptability;

• Enhanced ability with higher efficiency optimizing technological resourcesvalue for money returns and simplification of management of technical architecture; and

• Additional sites and tenancies are now monitored across 24x7 resulting enhancingthe Up-time.

This helps in managing the major operations error free with no human intervention aswell higher alarm load to trouble tickets can be handled more precisely.

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

a. the details of technology imported:
b. the year of import:
c. whether the technology been fully absorbed: Not Applicable
d. if not fully absorbed areas where absorption has not taken place and the reasons thereof:

iv. the expenditure incurred on Research and Development:

a. Capital ' 0.15 Crore
b. Recurring ' 6.50 Crore

c) Foreign exchange earnings and Outgo:

During the year under review the Company earned in terms of actual inflows foreignexchange of' 0.22 Crore and the foreign exchange outgo in terms of actual outflows /expenditure is Rs 33.93 Crore particulars of which are furnished in Note No. 2.35 of theNotes to the financial statements.

25. INTERNAL FINANCIAL CONTROL SYSTEM:

The details in respect of adequacy of internal financial control with reference to thefinancial statements are included in the MD&A Report which forms part of the AnnualReport.

26. HUMAN RESOURCES:

Our associate base stood at 4898 as on March 312016 as against 5043 as on March312015. For full details refer to the Human Resources write up in the MD&A Reportwhich forms part of the Annual Report.

27. EXTRACT OF ANNUAL RETURN AS ON MARCH 312016:

The required details are furnished in Annexure F (Form No. MGT-9) to this report.

28. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2015-16:

4 (Four) meetings of the Board were held during the year details of which arefurnished in the Corporate Governance Report that forms part of this Report.

29. PROMOTER GROUP:

The Company is a part of Global Group of Companies promoted by Mr. Manoj. G. Tirodkar.The promoter group holding in the Company currently is 44.23% of the Company’spaid-up Equity Capital. The members may note that the Promoter Group inter-alia comprisesof Mr. Manoj. G. Tirodkar and Global Holding Corporation Pvt. Ltd.

30. PARTICULARS OF EMPLOYEES:

In terms of the provisions of sub-rule 2 of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 names and other particulars of theemployees are required to be set out in an annexure to this report. Further the reportand the Financial Statement are being sent to the shareholders excluding the aforesaidannexure. In term of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any shareholder interested in obtaining a copy ofthe same may write to the Company Secretary at the Registered Office. None of theemployees listed in the said annexure are related to any Director of the Company.

31. SPECIAL BUSINESS:

As regards the items of the Notice of the Annual General Meeting relating to SpecialBusiness the Resolution(s) incorporated in the Notice and the Explanatory Statementrelating thereto fully indicate the reasons for seeking the approval of members to thoseproposals. Members’ attention is drawn to these items and Explanatory Statementannexed to the Notice.

32. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and acknowledge withgratitude the support and cooperation extended by the clients employees vendorsbankers financial institutions investors media and both the Central and StateGovernments and their Agencies and look forward to their continued support.

On behalf of the Board of Directors
Mumbai Manoj G. Tirodkar
April 28 2016 Chairman & Managing Director