1.  The Directors hereby present the Twenty Fifth Annual Report and the
 audited statement of accounts for the period ended March 31, 2011.
 
 2.  Financial Results
 
 The results of the Company on a standalone and Consolidated basis are
 as given below:
 
                                                        Rs/millions
 
                               Standalone                Consolidated
                           6 Months    12 Months   6 Months   12 Months
                        Period ended  Year ended   Period 
                                                   ended     Year ended
                          31/03/2011  30/09/2010  31/03/2011 30/09/2010
 
 Sales & Services (Gross)     3073        4961      3255       5404
 
 Sales & Services (Net)       3085        5046      3269       5492
 
 Profit before interest, 
 depreciation & tax            230         611       236        610
 
 Less : Interest and finance 
 charges (Net)                   6           8         6          9
 
 Less : Depreciation            37          74        38         78
 
 Profit before tax             188         528       192        524
 
 Less : Provision for tax 
 (including Deferred tax)       60         178        60        178
 
 Profit after tax              128         350       132        346
 
 Balance brought forward from 
 previous year                 810         569       715        479
 
 Amount available for 
 appropriation                 938         919       847        825 
 
 Appropriations :
 
 Proposed dividend              32          64        32         64
 
 Corporate Dividend Tax          5          11         5         11
 
 Transfer to General Reserve    15          35        15         35
 
 Balance carried to Balance 
 Sheet                         885         810       794        715
 
 3.  Dividend
 
 Your Directors are pleased to recommend the payment of dividend at the
 rate of Rs. 2.25 per share (Previous Year Rs. 4.50 per share) on
 1,42,33,232 Equity Shares of Rs. 10/- each for the period of six months
 ending March 31, 2011, subject to the approval of the shareholders in
 the ensuing Annual General Meeting.
 
 4.  Financial Performance
 
 The Company, for the period ended March 31, 2011 recorded a gross
 turnover of Rs. 3073 millions, as against Rs. 4961 millions for the
 year ended September 30, 2010. The profit before tax is Rs. 188
 millions for the period ended March 31, 2011 as against Rs. 528
 millions for the previous financial year. The profit after tax is Rs.
 128 millions as against Rs. 350 millions for the previous financial
 year.
 
 5.  Operations
 
 Over the review period, global economy sustained its gradual revival
 while Indian economy continued to grow from strength to strength. This
 reflected in resumed technology spending by Indian corporates.
 
 The contact centre market segment also reflected this growth as
 International & Domestic BPOs continued to both invest and optimize
 technology investments. The same held true for the Enterprise Telephony
 market segment led by IT outsourcers and MNC companies. In 2010-11,
 both IT and BPO companies have shown net employee addition & volume
 growth in business backed by sustenance emanating from economic
 revival. This helped the industry and your Company resume the revenue
 growth trajectory.
 
 With responsiveness at the core of our business philosophy, your
 Company continues to put emphasis on customer satisfaction and being
 the partner-of-choice of customers and principals too. After having
 achieved higher customer satisfaction scores, your Company has now
 expanded into new lines of business. This will help your Company
 provide end to end solutions to customers and realize the vision of
 being a true Solutions Integrator. These new practices are Storage &
 Security Solutions, IT Governance Risk and Compliance (IT GRC)
 Consulting, Data Networking and Managed Services. This has also
 expanded the addressable market for your Company.
 
 During the period under review, GlobalConnect Australia Pty Ltd (GCA),
 the wholly owned subsidiary of your Company consolidated its position
 as solution integrator thanks to mid-market focus and portfolio
 enhancement into Data & Wireless space. GCA having already factored the
 market change and rationalized its cost-base is poised to unlock
 profitable growth in times to come. GCA will continue to look for
 profitable partnerships and geographic expansion in 2012.
 
 6.  Business Outlook
 
 Contact Center & Unified Communication market are likely to exhibit
 marginal growth in 2012. Video Networking and Board Room Integration is
 likely to witness double digit growth and will contribute significantly
 
 to your Companys revenue growth in 2012. Newly added business
 verticals like IT GRC, Data Networking, Storage & Security appliances
 are other key growth areas for your Company in 2012. Your Company is
 now firmly positioned as an Enterprise Communications SI with abilities
 that offer diversity in technologies and a comprehensive solution
 suite. Besides further consolidating its market leadership in Unified
 Communication, Collaboration and Contact Centres in 2011, your Company
 is now further improving its partnerships with all leading OEMs like
 Avaya, Cisco, Juniper, Polycom, HP, etc.
 
 7.  Recognitions conferred on the Company
 
 AGC won the award for Best all round Avaya partner in Asia Pacific at
 the partner forum meeting in Singapore.
 
 Your Company also won the Best India Partner award from Polycom
 India.
 
 8.  New Products
 
 Your Company integrates best of breed products from leading Original
 Equipment Manufacturers (OEMs) to provide end-to-end solutions:
 
 - Voice and Contact Centers - Avaya, Cisco, NEC, Altitude & NICE.
 
 - Video, Collaboration & Surveillance - Polycom, Cisco, AMX, Extron &
 Sony.
 
 - Data Networking, Storage & Security - Cisco, Extreme, HP, Avaya &
 Juniper.
 
 Your company will continue to induct new products to better address the
 middle and bottom tiers of Enterprise Telephony market segment and
 further boost its channel partner base, leveraging the economic growth
 in rurban India.
 
 9.  Organizational Initiatives
 
 Your Company continues to focus on the competency development of its
 employees through relevant management and technology training programs.
 Your Company had identified new roles in tune with its solution
 integration focus and market requirements, and initiated recruitment
 from the industry to meet its specific objectives.
 
 10.  Fixed Deposits
 
 The Company has not accepted any Fixed Deposits during the year.
 
 11.  Directors
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Prof. Debashis Chatterjee and
 Mr. Aparup Sengupta, retire by rotation and being eligible, offer
 themselves for re-appointment.
 
 At the Board meeting of the Company held on May 21, 2011, the following
 directors resigned from the directorship of the Company: Mr. S.
 Ramakrishnan, Mr. Anil Batra and Mr. Anshuman Ruia. The Board places on
 record its sincere appreciation for the services rendered by the
 Directors.
 
 Further, the Board of Directors, at its meeting held on May 21, 2011,
 appointed Mr. Sujay Rajababu Sheth and Mr. Shuva Mandal as Additional
 Directors of the Company. They hold office up to the date of the
 ensuing Annual General Meeting and are eligible for re-appointment. The
 Company has received notices under Section 257 of the Companies Act,
 1956, proposing their appointment as Director(s), subject to retirement
 by rotation.
 
 12.  Auditors and their observations
 
 Members are requested to appoint Auditors for the current year and to
 authorize the Board of Directors to fix their remuneration. M/s. S. R.
 Batliboi & Associates, Chartered Accountants, Mumbai, the retiring
 Auditors have under Section 224(1 B) of the Companies Act, 1956,
 furnished a certificate of their eligibility for re- appointment.
 
 13.  Personnel
 
 The Board places on record its appreciation for the hard work and
 dedicated efforts put in by all the employees. The relations between
 the management and employees continue to remain cordial on all fronts.
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are required
 to be set out in the Annexure to the Directors Report. However, as per
 the provisions of Section 219(1)(b)(iv) of the said Act, the Annual
 Report excluding the aforesaid information is being sent to all the
 members of the Company and others entitled thereto. Member who is
 interested in obtaining such particulars may write to the Company
 Secretary at the Registered Office of the Company.
 
 14.  Particulars required to be furnished by the Companies (Disclosure
 of Particulars in the Report of Board of Directors) Rules, 1988
 
 (i) Part A pertaining to conservation of energy is not applicable to
 the Company.
 
 (ii) Part B pertaining to particulars relating to technology absorption
 is as per Annexure B to this report.
 
 (iii) Part C pertaining to foreign exchange earnings and outgoings is
 as contained in item nos. 21, 22 and 23 of Schedule 19 of the accounts.
 
 15.  Directors Responsibility Statement as per Section 217 (2AA)
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
 based on the representations received from the Operating Management
 confirm that -
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures;
 
 (ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have applied them consistently and made
 judgements 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 profit of the Company for that period;
 
 (iii) they have taken proper and sufficient care, to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956,
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 (iv) they have prepared the annual accounts on a going concern basis.
 
 16.  Audit Committee
 
 The details relating to Audit Committee are mentioned in the Corporate
 Governance Report, which forms a part of the Annual Report.
 
 17.  Shareholders / Investors Grievance Committee
 
 The details relating to Shareholders / Investors Grievance Committee
 are mentioned in the Corporate Governance Report, which forms a part
 of the Annual Report.
 
 18.  Ethics & Compliance Committee
 
 The details relating to Ethics & Compliance Committee are mentioned in
 the Corporate Governance Report, which forms a part of the Annual
 Report.
 
 19.  Remuneration Committee
 
 The details relating to Remuneration Committee are mentioned in the
 Corporate Governance Report, which forms a part of the Annual Report.
 
 20.  Executive Committee
 
 The details relating to Executive Committee are mentioned in the
 Corporate Governance Report, which forms a part of the Annual Report.
 
 21.  Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
 Management Discussion and Analysis Report, Corporate Governance Report
 and Auditors Certificate regarding compliance of conditions of
 Corporate Governance are made a part of the Annual Report.
 
 22.  Group for Inter se transfer of shares
 
 Based on the information received from the Promoters and as required
 under Clause 3(1)(e)(i) of the Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeover) Regulations, 1997,
 persons constituting Group as defined in the Monopolies and Restrictive
 Trade Practices Act, 1969, for the purpose of Regulation 3(1)(e)(i) of
 the aforesaid SEBI Takeover Regulations comprises : Aegis Limited,
 Essar Capital Finance Private Limited and Essar Services Holdings
 Limited.
 
 23.  Acknowledgements
 
 The Board is thankful to the Shareholders and the Bankers of the
 Company for their continued support. It also takes this opportunity to
 express gratitude to its various suppliers and its major partners for
 their continued co-operation, support and assistance. Above all, the
 Board expresses its appreciation to each and every employee for his /
 her contribution, dedication and sense of commitment to the Companys
 objectives.
 
                          For and on behalf of the Board of Directors
 
                           S. K. JHA.                       ANIL NAIR
                    Managing Director       Joint Managing Director &
                                & CEO                       President
 
 Mumbai, May 21, 2011