DIRECTORS' REPORT Dear Members, Your Directors present 20th Annual Report on the business and operations of Tata Teleservices (Maharashtra) Limited ("TTML"/ the "Company"), together with the audited financial statements for the year ended March 31, 2015 and other accompanying reports, notes and certificates. COMPANY OVERVIEW TTML holds two Unified Access Service Licences ("UASL"), one for Mumbai Metro service area and the other for Maharashtra service area i.e., Rest of Maharashtra and Goa. The Company is an integrated player across: Technologies - Wireline, Code Division Multiple Access ("CDMA"), Global System for Mobile ("GSM") & 3G; • Products - Voice, Data & Other enterprise services (Connectivity and Managed services, Verticals based mobile applications and Cloud services); and • Customer segments - Retail, Large corporate and Small and medium enterprises. The Company provides its range of products and services to about 11.1 Million (wireline + wireless) subscribers under the 'Tata DOCOMO' brand. Its network consists of about 14,000 Base Transceiver Stations and optical fibre transmission network in excess of 14,000 kms, in Mumbai and Maharashtra service areas. FINANCIAL RESULTS • The Company reported total income at Rs. 2,939 Crore as compared to Rs. 2,819 Crore in the previous year representing a growth of about 4%. • The revenue growth also leads to a corresponding improvement in profitability. The Company witnessed a 5% growth in EBITDA at Rs. 646 Crore as against Rs. 614 Crore in the previous year. There was a slight improvement in the EBITDA margin. • Net loss during the year was Rs. 615 Crore. The accumulated losses of the Company at the end of the financial year have exceeded its paid-up equity capital and reserves. KEY DEVELOPMENTS DURING 2014-15 Spectrum Auction The Department of Telecommunications ("DoT") recently concluded spectrum auction 2015, wherein a total of 470.75 MHz of spectrum was put to auction by DoT across 800 MHz, 900 MHz, 1800 MHz and 2100 MHz bands. The auction saw aggressive bidding by participants and took 115 Rounds to complete with final bids by seven operators amounting to a total of Rs. 109,875 Crore earning for the exchequer. The Company succeeded in winning additional spectrum of 2.5 MHz each in 800 MHz band in Mumbai and Maharashtra service areas. The bid values for Mumbai and Maharashtra were Rs. 1,819 Crore and Rs. 1,999 Crore, respectively. The Company has availed the deferred payment facility offered by the Government. Under the same, the Company has paid Rs. 954 Crore as an upfront payment and the remaining amount will be paid in 10 equal installments starting after a moratorium of 2 years. The validity of additional spectrum is for 20 years and is in addition to the current holding of 3.75 MHz in Mumbai and 2.5 MHz in Maharashtra. In accordance with the terms of the Notice Inviting Application ("NIA") released by the DoT, the Company has an option of deploying technology of its choice in respect of this additional spectrum. TTML currently also holds spectrum in 1800 MHz band in Mumbai and Maharashtra and 3G spectrum in 2100 MHz band in Maharashtra. The spectrum won in these service areas gives the Company ability to offer premium services of its choice in the superior 800 MHz spectrum band post liberalization of the existing spectrum holdings in this band. This will enable the Company to further strengthen its position in the fast growing data segment, where 'Tata DOCOMO Photon' brand is a market leader. The final allocation of spectrum is in process and shall be subject to the outcome of the litigations (pertaining to spectrum auction) pending before the Hon'ble Supreme Court of India. New Products and Initiatives The Data market continued to grow exponentially over the last one year, driven by increase in subscriber penetration as well as depth of usage. The Company further strengthened its portfolio of data products and services, while also tapping into available opportunities in the voice market. • With the objective of delivering relevant innovations in the data space to drive larger share of wallet with consumers, the Company introduced the 'carry forward unused data' feature in all its internet plans. This feature got instant traction with the consumers, removing a key irritant of losing out on left-over data post the validity expiry. • Taking another step towards offering more value as well as relevant flexibility to the Company's postpaid subscribers, the entire free airtime which was earlier bifurcated between Local and STD minutes was consolidated to a single bucket. This allowed the customer to make calls as per his/her requirement. • An industry first device that combines the benefits of a Wi-Fi Data Card and a Battery Bank was launched under the 'Photon Wi-Fi Duo' brand name. The product was test launched this year and has received extremely positive customer response. The Company also launched Photon 3G Wi-Fi Data Card during the year in Maharashtra service area. • Instant talktime loan feature was also launched for the prepaid consumers during the year. In case the subscriber runs out of talktime and has an emergency call to be made, he can opt for this feature and get some talktime credited to his account instantly. This gets deducted once the customer gets his next recharge done. • The Company was honoured at the prestigious 'Voice & Data Telecom Leadership Forum 2015'. Tata D O C O M O ' s o n l i n e p u r c h a s e p o r t a l 'eShop.tatadocomo.com' was given an award under the Marketing category for India's first and only full service telecom e-commerce platform that enables online purchase of pre-paid, post-paid SIMs and Internet access dongles (Photon) enabling door step delivery and activation. In the Product Innovation category, Tata DOCOMO was recognised for developing innovative Multi-SIM (Micro & Nano SIM built in normal classic SIM), which led to the reduction of overhead costs associated with maintaining multiple SIM types and also led to an overall reduction in carbon footprint. This innovation improved flexibility in stock levels, price and distribution efficiency right up to point-of-sales with added advantage for the customer to spend less by having a Multi SIM. • For enterprise business customers, the strategy of the Company revolves around building products and solutions in the areas of Enterprise mobility, Cloud computing, Software as a Service ("SaaS"), Collaboration, Machine to Machine communication ("M2M") and Managed Services for voice and Data. The Company continues to innovate and during the course of the year introduced a host of innovative solutions such as Hosted IVR, Call register Services, mobile applications for Service Ticketing and Internet of Things ("IOT")/M2M services such as Fleet Management and Automated Meter Reading ("AMR") solutions. • The Company also introduced high speed broadband services on copper which enabled residential customers to get access the internet at speeds upto 40 Mbps. Most of these new offerings challenge the established conventions in the industry today and are in line with our consumer centric approach. The Company also initiated a transformational project during the year, targeted towards improving customers' experience of its various products and services. The project titled 'MAGIC' (Make A Great Impression on every Customer) aims at improving the customer experience across all touch points over the entire life-cycle of customers. The approach deployed by the Company is a holistic one that entails all functions and encompassing the entire organization. This will enable the Company to deliver a superior customer experience. While there is still some distance to traverse, the Company made significant progress on this front during the year. Branding and Customer Service The year saw the launch of a new brand campaign - "Bhalai Ki Supply" which highlighted the Company's attractive data and voice plans as the perfect enabler of sharing more with ones social networks. The campaign not only captured the imagination of the youth, delivering substantial improvement in the brand preference scores, but also won external recognition with a haul of five awards at the prestigious Creative Abby Festival, including 2 Gold and 2 Silver and five Blue Elephants at the Kyoorius Awards 2015. Continuing with its focus on providing a superior experience to its customers, the Company has made substantial progress in driving Customer Centricity in 2014-2015, by inventive and empowering transformations in the Customer Service Domain. • Key customer interfacing strategies and policies have been under a serious revamp and while there is still a long way to go, the Company made significant strides in reaching closer to its customers. • Taking this crusade a step further was 'SAMPARK', a day when about 5,000 employees of the Company and Tata Teleservices Limited ("TTSL") personally connected with almost 50,000 Customers across India, through phone calls, personal meetings, and visits to Tata DOCOMO stores. The endeavour was to enable employees across functions and roles to capture the customer's expectation and feedback on the Company's services first hand and plough the learning back into the system for an enhanced service delivery. • With continuous focus on relevant service innovations, the 'Tata DOCOMO Self Care Application' was launched with the aim of empowering customers with complete control of their accounts in a simple as well as convenient way. • The Company also conducted the "Do Big Symposium" on harnessing the power of Social Networks and IOT for its enterprise business customers. These events were conducted in Mumbai and Pune where industry experts were invited to share their thoughts on how the customers could harness the power of these new technological innovations, offered by the Company within their respective organizations. Network Network performance and overall network quality measurement and benchmarking were being done through performance metric termed as Network Quality Index ("NQI") which is benchmarked against internal quality of service parameters as well as against competition. During the year, performance measurement methodology was enhanced to individual Key Performance Indicator ("KPI") basis to also include metric for customer perceived Network Quality. With big data and mobile applications development, need for higher data rates are continuously going up. The challenge is to not only improve the quality of the network but also the quality of the network as perceived by the customers and eliminating their key concerns. Initiatives were also taken up to enhance quality of 2G and 3G data services, with specific focus on High Value Customers ("HVC"), through effective management of the existing IP resources and expansion of packet core network. During the year, the Company enhanced network quality and coverage in priority areas through consolidation. The Company currently provides wireless services in 898 towns for GSM and 947 towns for CDMA. The Company also has High Speed Internet Access ("HSIA") services in 30 towns in the states of Maharashtra and Goa. Seamless international roaming services are also provided to the customers supported by tie ups with more than 200 operators globally. During the year, a rapid network growth was evident on the data segments primarily riding over Multiprotocol Label Switching ("MPLS") network and getting backhauled through Optic Dense Wavelength Division Multiplexing ("DWDM") layer. In order to meet the additional backhaul capacity on transport layer, the Company has augmented existing DWDM network capacity of 10G layer to 100G layer to achieve effective capacity of upto 8 Tbps as against 800 Gbps. Safety The Company has a well defined and practiced Employee Safety and Well-being Policy. The Company's Safety Policy comprises guidelines and standardized practices, based on robust processes. It advocates in proactively improving its management systems, to minimize health and safety hazards, thereby ensuring compliance in all operational activities. To minimize and mitigate risks related to Fire Safety and Physical Security, the Company has taken up various safety initiatives / projects including: • First Aid and Fire Safety trainings for all employees. • Frequent Emergency / mock fire drills (day/night) every six months. • Dissemination of Safety Guidelines and Knowledge Management on health and safety issues, through Safety Awareness mailers and videos (covering Dos & Don'ts during emergency, Road Safety, Articles on Safety during Fire, Flood and Earthquake etc.). The above actions are part of the Company's transformation journey based on the 4 pillars of Transformation Project on Safety comprising: • Excellence in Awareness and Employee Communication; • Risk Assessment through Audit Mechanism; • Corrective and Preventive Actions ("CAPA"); and • Benchmarking and Best Practice sharing, within and outside the Tata Group companies. CORPORATE STRUCTURE Holding Company Pursuant to the provisions of the Companies Act, 2013 (the "Act"), Tata Sons Limited is the Holding Company of your Company. Subsidiary and Associate Company The Company does not have any subsidiary or associate company within the meaning of relevant provisions of the Act. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES As on March 31, 2015, the Board of Directors comprised of 7 (Seven) Directors. Of the 7 (Seven) Directors, 6 (Six) (i.e., 85.71%) are Non-Executive Directors and 1 (One) Managing Director. The Non-executive Directors include 1 (One) Chairman and 4 (Four) Independent Directors. The composition of the Board is in conformity with the provisions of the Act and Clause 40 of the Listing Agreements entered into with the Stock Exchanges . Appointment The Board of Directors, on recommendation of Nomination and Remuneration Committee, appointed Ms. Hiroo Mirchandani as an Additional Director in the category of Independent Director and Mr. Govind Sankaranarayanan as an Additional Director in the category of Non-Executive Non-Independent Director with effect from March 9, 2015. Ms. Mirchandani and Mr. Sankaranarayanan hold the office till the forthcoming Annual General Meeting ("AGM") and are eligible for appointment at the AGM. The appointment of Ms. Mirchandani as an Independent Director for the period of 5 years with effect from March 9, 2015 is subject to approval of the Members of the Company at the ensuing AGM. All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement. Resignation/Retirement Mr. Koji Ono, Non-Executive Director of the Company, resigned from the Board of the Company with effect from June 30, 2014 due to his relocation to Japan. Mr. Amal Ganguli, Independent Director of the Company, who retired by rotation at the 19th AGM held on September 25, 2014, did not seek re-appointment at the said AGM and ceased to be a Director with effect from September 25, 2014. Mr. S. Ramadorai, Non-Executive Director of the Company, retired from the Board of the Company with effect from October 6, 2014 on attaining the retirement age of 70 years as per the Guidelines for Composition of the Board of Directors, Committees of the Board and Retirement Age of Directors adopted by the Board. The Board placed on record its appreciation for the contributions made by Mr. Koji Ono, Mr. Amal Ganguli and Mr. S. Ramadorai during their respective tenure. Directors retiring by rotation In accordance with the relevant provisions of the Act and in terms of the Articles of Association of the Company, Mr. Kishor A. Chaukar retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommends his re-appointment. Meetings of the Board of Directors A calendar of Board and Committee meetings to be held during the financial year was circulated in advance to the Directors. During the financial year, 7 (Seven) Board meetings were held. Details of the composition of the Board, meetings of the Board held and attendance of the Directors at such meetings, are provided in the Corporate Governance Report annexed to the Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Agreement. Committees of the Board There are currently 4 (Four) statutory Committees of the Board, as follows: (i) Audit Committee (ii) Corporate Social Responsibility Committee (iii) Nomination and Remuneration Committee (iv) Stakeholders' Relationship Committee During the financial year, the Board re-constituted some of the Committees in accordance with the Act and Clause 49 of the Listing Agreement. Details of all the Committees along with their terms of reference, composition and meetings of each Committee held during the year, are provided in the Corporate Governance Report, annexed to the Annual Report. KEY MANAGERIAL PERSONNEL At the meeting of the Board of Directors held on May 15, 2014, pursuant to the provisions of Section 203 of the Act, appointment of Mr. N. Srinath, Managing Director as Key Managerial Person of the Company was formalized. At the same meeting, Mr. Kiran Thacker was appointed as Company Secretary and Compliance Officer of the Company with effect from June 1, 2014 in place of Mr. Bhaskar Chandran and Mr. Suresh Mahadevan was appointed as Chief Financial Officer of the Company with effect from June 1, 2014 in place of Mr. S. G. Murali. POLICIES AND PROCEDURES Company's Policies on Appointment and Remuneration of Directors The Policy of the Company on Directors' appointment including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, Key Managerial Personnel and other employees are annexed as Annexure - IA and Annexure - IB to this Report. Evaluation of Every Director, Board and its Committees The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act. The performance of the Board, the Committees and individual Directors was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors were required to evaluate the performance on scale of one to five based on the following criteria: a) Criteria for Board Performance Evaluation: Degree of fulfillment of key responsibilities, Board structure and composition, Establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning, Board Culture and Dynamics, Quality of relationship between the Board and the Management, Efficacy of communication with external stakeholders. b) Criteria for Committee Performance Evaluation: Degree of fulfillment of key responsibilities, Adequacy of Committee Composition, Effectiveness of meetings, committee dynamics, Quality of Relationship of the Committee with the Board and the management. c) Criteria for evaluation of performance of Individual Directors: Attendance, Contribution at meetings, guidance, Support to Management outside Board/Committee meetings. The Chairman of the Board, who is one of the Members of the Nomination and Remuneration Committee ("NRC"), was nominated for conducting one-on-one discussions with Directors to seek their feedback on the Board and other Directors. The NRC also reviewed the performance of the individual Directors. In addition, the Chairman was evaluated on the key aspects of his role and the Managing Director was evaluated on the basis of the goals achieved by him during the financial year. In separate meetings of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and NonExecutive Directors. The same was then discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was discussed. Risk Management Policy During the year, the Company reviewed and strengthened its risk management policy and the risk management framework which ensures that the Company is able to carry out identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. Internal Financial Controls and their Adequacy The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. During the year, such controls were operating effectively and no material weaknesses were observed. Vigil Mechanism/Whistle Blower Policy The Company has established a vigil mechanism in form of Whistle Blower Policy for Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy, details of which are provided in the "Corporate Governance Report", which forms a part of the Annual Report. The Policy provides for adequate safeguards against victimization of directors/employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been placed on the website of the Company i.e., www.tatateleservices.com . Corporate Social Responsibility The Company has constituted a Corporate Social Responsibility ("CSR") Committee in accordance with Section 135 of the Act. The constitution of CSR Committee, the CSR Policy of the Company, the details about the development of CSR Policy and initiatives taken by the Company during the year have been provided in the Annexure - II to this Report. OTHER STATUTORY DISCLOSURES Contracts or Arrangements with Related Parties All Related Party Transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. Pursuant to Clause 49 of the Listing Agreement and Section 177 of the Act, prior approval of the Audit Committee is obtained for all related party transactions. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Your Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is available on the Company's website and the same is accessible at the below mentioned web link: <http://www.tatateleservices.com/download/aboutus/ttml/Poli> cy-on-Related-Party-Transaction.pdf The details of material contracts or arrangement or transactions entered by your Company on arm's length basis are provided in Form No. AOC-2, which is annexed as Annexure - III to this Report. Particulars of Loans, Guarantees or Investments Your Company being in business of providing infrastructural facilities, provisions of Section 186 of the Act, do not apply to the Company in respect of loans made, guarantees given or security provided by the Company. Your Company has not made any investments during the financial year under review. Dividend and 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. Deposits The Company has not accepted any public deposits, during the financial period under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and Redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company's offices, and take appropriate decision in resolving such issues. During the financial year 2014-15, the Company has received 1 (One) complaint on sexual harassment which has been disposed off and appropriate action has been taken. No complaint is pending. Particulars of Employees Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-IV to this Report. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to Section 136(1) of the Act, this Report is being sent to the Members of the Company excluding the aforesaid information. However, the same is open for inspection at the registered office of the Company. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo are as under: (A) Conservation of Energy: (i) Steps Taken or Impact on Conservation of Energy: a. Electricity and Diesel Generators are used for the powering of the Company's telephone exchanges and other network infrastructure equipment. The Company regularly reviews power consumption patterns across its network and has implemented various innovative projects including green initiatives in order to optimize power consumption which resulted into substantive cost savings and reduction of carbon foot print. Some of the major projects undertaken during the year are: • Indoor to Outdoor conversion using outdoor capsule - 332 nos. • FCU (Free Cooling Units) deployment and AC (Air Conditioner) switch off - 175 nos. • DG (Diesel Generator) switch off - 59 nos. • Energy day is observed at core locations once a week where energy saving measures are taken. b. The initiatives on energy conservation has resulted into reduction of 4,297 Million units of energy consumption, carbon foot print reduction of 5,752 TCO2 and also fetched industry recognition with felicitation of following awards: • ET Telecom Award for Excellence in Energy Management; • QualTech Award for Sustainability in 26th Qimpro Convention; • Voice & Data Telecom Leadership Award for Energy Management. c.Periodic energy audit and implementation of audit recommendations. ii. Steps taken by the Company for utilizing alternate sources of Energy: The Company has not utilised any alternate sources of energy. iii. Capital Investment on Energy Conservation Equipments: The Company has made capital investment of Rs. 3.29 Crore on energy conversation equipments. (B) Technology Absorption: The Company has not imported any technology. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and the Company's Operation in Future There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Extract of Annual Return Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form No. MGT-9 is annexed as Annexure - V to this Report. AUDITORS Statutory Auditors Deloitte Haskins & Sells LLP ("DHS"), Chartered Accountants, the present statutory auditors, retire at the conclusion of the ensuing AGM and have confirmed their willingness and eligibility for re-appointment in accordance with Section 139 read with Section 141 of the Act. The Audit Committee and the Board recommend their re-appointment from the conclusion of the ensuing AGM till the conclusion of the next AGM. Members are requested to consider the re-appointment of DHS and authorize the Board of Directors to fix their remuneration. The Auditors' Report for the financial year ended March 31, 2015 does not contain any qualification, reservation, adverse remark or disclaimer. Cost Auditors The Board of Directors of your Company had upon recommendation of the Audit Committee re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2014-15. The Board, on the recommendation of Audit Committee, approved the re-appointment and remuneration of M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for the Financial Year 2015-16. Members are requested to consider, approve and ratify the remuneration payable to M/s. Sanjay Gupta & Associates for financial year 2015-16. Internal Auditors The Board has appointed Axis Risk Consulting Services Private Limited, ANB Solutions Private Limited and Grant Thornton India LLP as Internal Auditors for handling internal audit of the Company. Secretarial Auditors and Secretarial Audit Report Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mehta & Mehta, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year ending March 31, 2015. The Report of the Secretarial Audit Report in Form No. MR-3 is annexed as Annexure - VI to this report. AUDITORS' OBSERVATIONS AND DIRECTORS' COMMENTS The Secretarial Auditors' Report does not contain any qualifications, reservations or adverse remarks. DIRECTORS' RESPONSIBILITY STATEMENT Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 201415. Accordingly, pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that: 1. in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2015 and of the loss for the Company for that period; 3. they have taken proper and sufficient care 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 financial statements on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; 6. they have devised systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A detailed report on Management Discussion And Analysis, as required under the Clause 49 of the Listing Agreement for the year under review is presented in a separate section, forming part of the Annual Report. CORPORATE GOVERNANCE REPORT A report on Corporate Governance appears after this Report. A certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, with regard to compliance with the Clause 49 of the Listing Agreements by the Company is annexed hereto and forms part of this Report. The Company has complied with 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 as contained in Clause 49 of the Listing Agreements. ACKNOWLEDGEMENTS Your Directors wish to place on record their sincere appreciation of the assistance and support extended by the employees, shareholders, customers, financial institutions, b a n k s , ve n d o r s , d e a l e r s , D e p a r t m e n t o f Telecommunications, the Central and State Governments and others associated with the activities of the Company. We look forward to their continued support in future. For and on behalf of the Board of Directors Kishor A. Chaukar Chairman DIN: 00033830 Mumbai May 14, 2015 |