GTL Ltd Directors Report.

Your Directors submit Thirtieth Annual Report together with the Audited Accounts for the year ended March 31,2018.

1. STATE OF THE COMPANYS AFFAIRS FINANCIAL HIGHLIGHTS

(Rs. in Crore)

FY 2017-18

FY 2016-17

Particulars Consolidated Standalone Consolidated Standalone
Total Income 1,005.38 1,005.38 1,254.62 1,254.62
Profit/(Loss) before Depreciation, Interest and Financial Charges (Net), Exceptional items and Tax (PBDIT) (63.97) (79.67) 67.06 (40.65)
Profit/(Loss) before Depreciation, Exceptional items and Tax (PBDT) (82.50) (98.20) (480.06) (587.77)
Less: Depreciation 17.49 17.49 47.42 47.42
Profit/(Loss) before Tax, Exceptional items and extraordinary items (99.99) (115.69) (527.48) (635.19)
Exceptional items (727.79) (2,512.34) Nil Nil
Less: Provision for Taxation (incl. Short Provision for Income Tax and Deferred Tax) 0.37 0.37 5.32 5.33
Profit/(Loss) after Tax (PAT) before Extra-ordinary and Prior Period items (827.41) (2,627.66) (522.16) (629.86)
Add/(Less): Extra-ordinary items Nil Nil Nil Nil
Add: Minority Interest Nil N.A. Nil N.A.
Add: Share of Profit/(Loss) in Associates 425.77 N.A. (281.34) N.A.
Loss for the year from Continuing Operations (401.64) (2,627.66) (803.50) (629.86)
Loss for the year from discontinued operations (52.83) Nil (190.39) Nil
Other Comprehensive Income for the year 0.36 0.37 (0.49) (0.44)
Total Comprehensive Income for the period (net of Tax) (454.11) (2,627.29) (994.38) (630.30)
Add: Balance brought forward from the last year (7,892.53) (5,571.77) (6,898.15) (4,941.47)
Profit/(Loss) available for Appropriation (8,346.64) (8,199.06) (7,892.53) (5,571.77)
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 (8,346.64) (8,199.06) (7,892.53) (5,571.77)

2. RESULTS OF OPERATIONS

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

• Total Income is Rs.1,005.38 Crore as against Rs.1,254.62 Crore for the previous financial year.

• Profit/(Loss) (before Depreciation, Interest and Financial Charges (Net), Exceptional Items and Tax) (PBDIT) is Rs.(79.67) Crore as against profit/(loss) of Rs.(40.65) Crore for the previous financial year.

• Profit/(Loss) (before Depreciation, Exceptional Items and Tax (PBDT) is Rs.(98.20) Crore as against profit/(loss) of Rs.(587.77) Crore for the previous financial year.

• Profit/(Loss) after Tax (PAT) before extra-ordinary and prior period items is Rs.(2,627.66) Crore as against Rs.(629.86) Crore for previous financial year.

3. CORPORATE DEBT RESTRUCTURING (CDR)

Post CDR Developments

The Company got admitted into CDR w.e.f. July 1,2011 on account of the adverse circumstances surrounding the telecom & power sectors (which impacted its business and profitability) and since then has been reporting inter aliathrough the Annual Reports on the following:

• impact of post CDR developments like cancellation of 122 Nos. of 2G licenses by the Supreme Court, Cancellation of 20,000 tenancies by Aircel Group, Suspension of fixed line expansion by BSNL, cancellation of MSEDCL Contract in November 2014 etc;

• regular payments made to lenders till May 2014;

• the proactive efforts of the Company to settle the lenders dues by means of an OTS plan submitted to the lenders in September 2014 by monetization of its assets/business divisions/investments;

• the in principle approval of the lenders to the OTS plan for the monetization proposal given on December 4, 2015, based on the valuation report dated July 17, 2015;

• the execution of business transfer agreement for its OME business with a potential buyer on September 30, 2015 and obtaining of approval of Competition Commission of India for the same for giving effect to the above monetization proposal;

• the intimation to the lenders on January 6, 2017, about the inability of the potential buyer to go ahead with OME business deal, on account of inordinate delay of requisite approvals;

• various external audits carried out by the lenders such as special audit, concurrent audit, due diligence, business valuation exercise, stock audit, forensic audit etc. some of which have delayed the settlement process;

• the conclusion arrived at by the lenders on March 18, 2017 that there were no conclusive evidence of diversion of funds and hence the lenders could close the forensic audit and expedite the process of approval of settlement (based on the findings of the forensic audit report, clarifications received from the Company and further clarifications given by the Auditors);

• non provision of interest from FY 2017-18 based on the settlement proposal agreed as above.

Developments during FY 2017-18

Since reporting of the developments in the last Annual Report for FY 2016-17, the Telecom Industry has witnessed the following unprecedented events:

• Intense competition, unsustainable level of debts and incurring of loss by almost all telecom operators leading to merger/exit of telecom companies;

• Vodafone India Ltd. & Idea Cellular Ltd.-merger announced on March 20, 2017-at the advanced stage of completion;

• Bharti Airtel Ltd. & Telenor Communications Pvt. Ltd.-merger approved by NCLT in March 2018;

• Reliance Communications Ltd. & Sistema Shyam Teleservices Ltd.-merger completed by October, 2017

• Tata Groups decision to withdraw from the wireless space and consequent Bharti Airtel Ltd. & Tata Teleservices Ltd. merger-announced on October 12, 2017;

• Reliance Communications Ltd.s decision to withdraw from the wireless space and consequent acquisition of its certain assets by Reliance Jio Infocomm Ltd.-announced on November 4, 2017;

• Aircel Ltd., Aircel Cellular Ltd. & Dishnet Wireless Ltd. (collectively Aircel Group) decision to file for voluntary insolvency on March 1,2018.

Impact of the developments on the Company

• Aircel Group and GTL Infrastructure Ltd. (GIL) are the major direct customers of the Company;

• Aircel Group was the single largest client of the Company (contributing more than 50% of revenue).

- On January 2, 2018, Aircel Group gave notices for 1,994 tenancy exits/energy switch-off;

- On March 1,2018, Aircel Group filed for bankruptcy before NCLT, which got admitted, leading to total loss of business;

• Tata Teleservices Ltd. has not transferred the contracted tenancies to Bharti Airtel Ltd., leading to exit of 2,556 tenancies;

• Significant loss of tenancies for GIL on account of the above consolidation/exits and its indication to the Company about a possible reduction from 51,587 tenancies (as of December 2017) to 26,639 tenancies (projected as of March 2018)

The exit of Tata Teleservices Ltd. & Aircel Group and the significant scaling down of operations by GIL, would have a considerable negative impact on the business of the Company, thereby jeopardizing the long term continuity and stability of its revenues, which has adversely impacted the EBITDA.

The Company performed an impairment test based on current expectation of the impact of the bankruptcy on projected cash flows of the Company related to Aircel Projects. As a result, an impairment of Rs.727.79 Crore has been taken.

The impact of the developments on GIL will also have consequential impact on the value of the Companys investments in GIL.

Furthermore, GTL and GIL have claims against Aircel and other telecom operators for non-payment.

Current Status

The Reserve Bank of India (RBI) has recently issued the circular dated February 12, 2018 "Resolution of Stressed Assets-Revised Framework" which, inter alia, withdrew the CDR and all other restructuring schemes. An analysis of the Revised Resolution Framework indicates that all restructuring proposals, including any one time settlement would need to be undertaken under the Revised Resolution Framework, failing which the RBI has directed all accounts in which default exists to be referred to the National Company Law Tribunal (NCLT) under the Insolvency and Bankruptcy Code, 2016.

On account of the above extraneous circumstances, the Company has submitted a fresh OTS proposal vide its letters dated April 4, 2018 and April 23, 2018 to the lenders, based on a realistic scenario and is awaiting the decision of the lenders.

At the same time, as the delays in approving the Companys various OTS proposals have depleted the valuation of the Company that has restricted its ability for settling its dues and undertaking any fresh business activity; the individual banks instead of responding on the settlement proposal, have started issuing notices for recall of their respective loans and related securities and the ECB lenders have also filed cases against the Company, keeping in mind the deadline of end August 2018 for finding a solution under the Revised Resolution Framework of RBI, the Board of Directors of the Company has thought it appropriate for taking an enabling resolution as mentioned in Item No 5 of the Notice of the ensuing Annual General Meeting (AGM) for implementing an appropriate resolution plan as per applicable regulations.

Going Concern

In last few years, the Company has incurred cash losses, resulting in erosion of its entire net worth. The Companys current liabilities are higher than its current assets. Both the winding up petitions have been disposed of based on consent terms filed. The management is of the view that upon acceptance and implementation of the Companys revised negotiated settlement proposal, it would be in a position to meet its liabilities and continue its operations. In view of the above, the Company continues to prepare its financial statements on Going Concern basis.

Accordingly, the management continues to follow-up with the lenders to consider the revised negotiated settlement proposal in order to stabilize its business operations.

Investments

During the financial year under review, the merger of Chennai Network Infrastructure Ltd. (CNIL) with GTL Infrastructure Ltd. (GIL), was operational on December 22, 2017, accordingly the investment in CNIL is added to the investment in GIL.

The developments in the telecom industry particularly of Aircel Group as stated above, has substantially impacted the projected cash flow of the Companys associate GIL and accordingly the Company has recognized impairment provision of Rs.1,784.55 Crore in respect of its investment in GIL.

In respect of certain disinvestment, the Company has entered into agreements for sale which is subject to final approval of lenders of the Company and the investee companies and other necessary regulatory approvals. Pending completion of these transactions, the said Non-Current investments in the investee companies are treated as Assets Held for Sale in terms of AS 105.

Restoration of Promoters Shareholding

Pursuant to wrongful invocation of pledge of the shares of the Company held by Global Holding Corporation Private Ltd (GHC), one of the Promoters of the Company, by one of its lenders in FY 2016-17, the Promoters shareholding in the Company had come down by 13.99%. GHC had filed appropriate legal defense and as per the direction of the Debt Recovery Tribunal, GHCs shareholding in the Company has been restored on May 11,2018. Resultantly, GHCs shareholding in the Company has gone up by 13.99% and restored to the earlier position and the same remains encumbered.

4. CHALLENGES OF THE TELECOM SECTOR

The below extract of the message of Chairman of Cellular Operators Association of India (COAI) published in its Annual Report for FY 2017-18, summarises the uphill challenges faced by the industry.

"The industry is in the midst of one of the toughest phases since the privatization of the telecom sector and it will require the collective will and efforts of all stakeholders to solve the challenges and safeguard Indias digital future."

He terms the year gone by as "A Challenging Year for the Industry" and further states, "2017 was a year of rapid change, transformation and consolidation for the industry. An unfortunate price war has led to below cost and suppressed pricing. During this period, almost all telecom operators incurred heavy losses and collective revenue declined significantly-AGR declined from INR 1.40 trillion to an estimated (E) INR 1.16 trillion from FY 2017 to FY 2018. The financial woes of the industry were further aggravated by the steep reduction in domestic and international termination charges. The industry faces an uphill task of servicing a total debt of INR 7.7 trillion, which is close to 7 times the total revenue of the industry. This debt servicing challenge would continue even if profits and revenues are to increase in the short term. This problem is best exemplified by the fact that the current total profits of the industry are insufficient to cover the interest on the debt (0.4 interest coverage ratio in Q3 FY 2018)."

Further, the average Return on Capital Employed of the industry is around 1% which means that investors in telecom have not witnessed returns on their investments and their appetite to invest further may be significantly diminished. Hence, it is not surprising that the sector is finding it nearly impossible to raise funds from domestic lenders."

5. DIVIDEND

Since your Company has posted losses, your Directors express their inability to recommend any dividend on the paid up Equity and Preference Share Capital of the Company for the financial year ended March 31, 2018.

6. SHARE CAPITAL AND NON CONVERTIBLE DEBENTURES (NCDs)

i) Equity:

There is no change in Equity Capital due to allotment of shares or otherwise during the year under review. As such, Equity Capital of the Company at the beginning of the year and at the year end stood at 157,296,781 Equity shares.

As reported in the last years Directors Report, the Company has only one class of equity shares. Thus, the details required to be furnished for equity shares with differential rights and/or sweat equity shares and/or ESOS under the Companies (Share Capital and Debentures) Rules, 2014 are not furnished.

ii) Preference:

There is no change in status of preference shares, as reported in the last years Directors Report.

iii) NCDs:

During the FY 2009-10, the Company had privately placed 14,000 Rated Redeemable Unsecured Rupee NCDs of the face value of Rs.10 Lakh each aggregating Rs.1,400 Crore, which were listed under debt segment of BSE Limited. In view of pending restructuring of NCDs due to inter-creditor issues and non-completion of documentation, currently, the same are suspended for trading.

In the meanwhile, in the winding up petition filed by the NCD Holder, both the parties filed consent terms dated March 19, 2018 before the Honble Bombay High Court on March 19, 2018, which was noted in the courts order of even date.

7. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The term of Mr. Manoj G. Tirodkar as the Chairman & Managing Director expired on August 17, 2018. Further, Mr. Manoj Tirodkar retires by rotation and he proposes Dr. Mahesh Murlidhar Borase to be appointed as his nominee on the Board to fill-up the vacancy so created, as detailed in the Explanatory Statement annexed to the Notice convening the 30th AGM.

Since the term of appointment of Mr. Sunil S. Valavalkar as a Whole-time Director expired on December 15, 2017, the Board of Directors, subject to the approval of members, re-appointed Mr. Sunil S. Valavalkar as a Whole-time Director w.e.f. December 16, 2017 for a period of 3 years by passing a resolution by circulation on December 14, 2017 and the same was noted and ratified by the Board of Directors in its meeting held on February 6, 2018.

Further, since the term of appointment of Mrs. Siddhi M. Thakur expired on March 31, 2018, subject to the approval of members, the Board of Directors by passing a resolution by circulation on March 28, 2018 re-appointed Mrs. Siddhi M. Thakur as an Independent Director w.e.f. April 1,2018 for a period of five years, which was noted and ratified by the Board of Directors in its meeting held on May 3, 2018.

The Company has incorporated appropriate resolutions for re-appointments of Mr. Sunil S. Valavalkar as a Whole-time Director from December 16, 2017 to December 15, 2020 and Mrs. Siddhi M. Thakur as an Independent Director from April 1,2018 to March 31,2023 as detailed in the notice convening ensuing Annual General Meeting and Explanatory Statement annexed thereto for consideration of members.

The background of the Directors proposed for appointment/re-appointments are given in the Corporate Governance Report, which forms part of this Report.

Mr. Vijay M. Vij, who was associated with the Company as Non-Executive/Independent Director w.e.f. July 3, 2008, vide his letter dated May 3, 2018 had tendered his resignation in view of his personal and professional commitments. The Board places on record its deep appreciation and respect for the valuable advice and guidance received from Mr. Vijay Vij during his tenure as a Director of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 (the Act), as on March 31,2018 Mr. Manoj G. Tirodkar-Chairman & Managing Director, Mr. Sunil S. Valavalkar-Whole-time Director, Mr. Milind V. Bapat-Chief Financial Officer and Mr. Vidyadhar A. Apte-Company Secretary 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 Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given below:

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

Executive Directors Ratio to median remuneration
Mr. Manoj G. Tirodkar 8.57
Mr. Sunil S. Valavalkar 2.50

 

Non-executive Directors (Sitting Fees only) * Ratio to median remuneration
Mr. Vijay M. Vij N.A.
Mr. D. S. Gunasingh N.A.
Mr. Navin J. Kripalani N.A.
Mrs. Siddhi M. Thakur N.A.
Mr. Badri Srinivasa Rao N.A.

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

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief 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. Vijay M. Vij N.A.
Mr. D. S. Gunasingh N.A.
Mr. Navin J. Kripalani N.A.
Mrs. Siddhi M. Thakur N.A.
Mr. Badri Srinivasa Rao 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 financial year: 2%

iv) The number of permanent employees on the rolls of Company: 363

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

The average annual increase in salaries of employees is 0.2% and there is no change in managerial remuneration during the year.

vi) Affirmation that the remuneration is as per the remuneration policy of the Company:

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 Act, the Board of Directors, to the best of their knowledge and ability, in respect of the year ended March 31,2018, confirm that:

i) i n the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

ii) they had 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 at the end of the financial year and of the loss of the Company for that period;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 that such internal financial controls are adequate and were operating effectively; and

vi) they had devised proper systems to ensure compliance with the provisions of all applicable 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 effect that they meet the criteria of independence as provided in Section 149(6) of the Act.

12. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION ETC.

The Company has put in place appropriate policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act, which is provided in the Policy Dossier that has been uploaded on the Companys website www.gtllimited.com. Further, salient features of the Companys Policy on Directors remuneration have been disclosed in 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, Board Committees and individual Directors pursuant to the provisions of the Act and corporate governance requirements as prescribed by the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

The performance of the Board and its Committees were evaluated by the Board after seeking inputs from the Board/Committee members on the basis of the criteria such as composition of the Board/Committees and structure, effectiveness of Board/Committee processes, providing of information and functioning etc. The Board and Nomination & Remuneration Committee also reviewed the performance of individual Directors on the basis of criteria such as attendance in Board/Committee meetings, contribution in the meetings like preparedness on issues to be discussed etc.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to consideration views of executive and non-executive Directors.

14. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report (MD&A Report) for the year under review, as stipulated under Regulation 34 read with Schedule V to the Listing Regulations, is presented in a separate section forming part of the Annual Report.

15. CORPORATE GOVERNANCE & VIGIL MECHANISM

A separate Corporate Governance Report on compliance with Corporate Governance requirements as required under Regulation 34(3) read with Schedule V to the Listing Regulations forms part of this Report. The same has been reviewed and certified by M/s GDA & Associates, Chartered Accountants, the Auditors of the Company and Compliance Certificate in respect thereof is given in Annexure A to this Report.

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

16. RISKS

A separate section on risks and their management is provided in the MD&A Report forming part of the Annual Report. The Audit Committee monitors the risk management plan and ensures its effectiveness. It is important for shareowners and investors to be aware of the risks that are inherent in the Companys businesses. The major risks faced by your Company have been outlined in this section to allow stakeholders and prospective investors to take an independent view. We strongly urge stakeholders/investors to read and analyze these risks before investing in the Company.

17. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and other details are furnished in Annexure B of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For CSR initiatives undertaken by Global Foundation, please refer to MD&A Report under the caption "Corporate Social Responsibility". The CSR Policy is available on the Companys website www.gtllimited.com.

18. AUDIT COMMITTEE

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

19. AUDITORS AND AUDITORS REPORT

Auditors:

M/s GDA & Associates (FRN: 135780W), Chartered Accountants, Pune were appointed as Auditors at the Twenty Ninth (29th) Annual General Meeting (AGM) to hold office from conclusion of the said meeting till the conclusion of the Thirty Fourth (34th) AGM. The Company has received the necessary certificate from the Auditors pursuant to Sections 139 and 141 of the Act regarding their eligibility. In pursuance of the provisions of Section 139 of the Act, as amended, since the requirement for ratification of appointment of an Auditor at every annual general meeting has been dispensed with vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, New Delhi, the Company has not incorporated such resolution in the matter in the Notice convening the 30*1 AGM.

Cost Auditors:

I n terms of the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, since the Companys business (telecom networking services) is not included in the list of industries to which these rules are applicable, the Company is not required to maintain cost records.

Auditors Report

As regards the Auditors qualified opinion and emphasis of matters, the Board has furnished required details/explanations in Note Nos. 31.1 and 45 of Notes to Standalone financial statements respectively.

Secretarial Auditors Report

The Secretarial Auditors Report does not contain any qualifications, reservations, 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 the financial statements as under:

No loans are given by the Company to any person/entity except to its employees as at March 31, 2018.

As at March 31,2018, the Company has given Corporate/Performance Guarantees to Subsidiaries/others of Rs.167.16 Crore as against Rs.191.78 Crore in the previous year (Refer Note No. 38c of notes to financial statements)

The Company has given Corporate guarantees in its normal course of business in India and abroad.

The guarantees are normally given:

• for performance of their business obligations; and

• to enable them to avail financial assistance.

Details of investments made by the Company are given in Note No. 6 of notes to the Standalone financial statements.

21. PARTICULARS OF RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.gtllimited . com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The particulars as required under the Companies 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 occurred and no commitments were given by the Company thereby affecting its financial position between the end of the financial year to which these financial statements relate and the date of this report.

23. SUBSIDIARIES

For the reasons stated in the previous years Annual Reports, except some of the subsidiaries, whose operations are viable, the operations of other subsidiaries have been scaled down or closed down.

As reported under heading "Investments", pending completion of transactions, the Non Current investment in some of the investee companies are treated as "Assets Held for Sale "in terms of Ind-AS 105.

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

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

[Steps taken/actions initiated by the Company for and on behalf of its customers viz. telecom operators, telecom tower companies and Original Equipment Manufacturers (OEMs)]

a) Conservation of Energy:

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

• Optimization of Energy cycles across circles through Energy Audits and constant monitoring facilitated effective cash flow management and energy conservation.

• With timely rectification of electricity related faults and upkeep of EB infrastructure, organization has maintained the Diesel Free status (as defined by TAIPA) on 6,468 telecom sites.

• Development of Energy Management processes for effective cost controlling and optimization of monthly diesel planning and management approval process.

• Projects/PoC under trial implementation for Electricity conservation:

- Conducting verification of Sanction Electricity Load (by SEB) Vs Actual Consumption Load. With optimization of the Sanction Load in lieu with consumption requirement, there will be substantial saving in electricity cost

- Replacement of CTPT meters on telecom sites (Flat rate charges) with Prodigy meter (Charges based on actual consumption),this will be resulting in cost saving

- Resizing of the existing cabling infra to reduce voltage drop, resulted into reduction in outage penalty

• Projects/ PoC under trial implementation for Diesel Conservation:

- Infra upgrade initiative for reduction in diesel consumption.

- Installation of Fuel Active Filter in DG, making normal fuel filters secondary. The device will be tested for reduction in replacement frequency of primary and secondary fuel filters. Also, whether it Improves fuel quality for inlet to FIP- (Sedimentation of impurities due to gravity)

- Installation of Mobile Tank Cleaning (MTC) Unit, which will help in remove water, sediment and sludge that naturally form and accumulate in tanks. Testing will be conducted for the effective cleaning of fuel tank and to check the result whether it results in improvement of DG running efficiency.

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

• Installation of Deep Discharge and Quick Recharge Storage (QRS) batteries on various telecom sites for carbon emission reduction.

iii. the capital investment on energy conservation equipment:

Not Applicable

b) Technology Absorption:

i. the efforts made towards technology absorption:

Due to lack of availability of Capex, this program could not be continued.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable.

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

a. the details of technology imported: 1
b. the year of import: 1
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: 1

iv. the expenditure incurred on Research and Development:

a. Capital: Rs.Nil

b. Recurring: Rs.Nil

c) Foreign exchange earnings and Outgo:

During the year under review, the Company earned in terms of actual inflows foreign exchange of Rs.Nil and the foreign exchange outgo in terms of actual outflows/expenditure is Rs.2.18 Crore.

25. INTERNAL FINANCIAL CONTROL SYSTEM

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

26. HUMAN RESOURCES

Our associate base stood at 2,978 as on March 31,2018 as against 5,042 as on March 31,2017. For full details/disclosures refer to the Human Resources write up in the MD&A Report, which forms part of the Annual Report.

27. EXTRACT OF ANNUAL RETURN AS ON MARCH 31, 2018

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

28. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2017-18

5 (Five) meetings of the Board were held during the year, details of which are furnished 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 Companys paid-up Equity Capital. The members may note that the Promoter Group, inter-aiia comprises of Mr. Manoj. G. Tirodkar and Global Holding Corporation Pvt. Ltd.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with sub-rules 2 & 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, names and other particulars of the top ten employees in terms of remuneration drawn and the name of every employee who is in receipt of such remuneration stipulated in said Rules are required to be set out in a statement to this report. Further, the Report and the Financial Statement are being sent to the shareholders excluding the aforesaid statement. In term of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees listed in the said statement is related to any Director of the Company.

31. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to Special Business, the Resolution(s) incorporated in the Notice and the Explanatory Statement relating thereto, if any, fully indicate the reasons for seeking the approval of members to those proposals. Members attention is drawn to these items and Explanatory Statement annexed to the Notice.

32. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and cooperation extended by the clients, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support.

On behalf of the Board of Directors,

Place : Mumbai D.S. Gunasingh Sunil S. Valavalkar
Date : August 23, 2018 Director Whole-time Director