The Directors have pleasure in presenting the 24th Annual Report
 together with the audited statement of accounts for the financial year
 ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
 The financial performance of the Company, for the financial year ended
 March 31, 2011 is summarized below:
 
                                                          (Rs. in Lacs)
 
 Particulars                                    F.Y. ended   F.Y. ended
                                                 2010-2011    2009-2010
 
 Turnover                                           508.55       830.51
 
 Profit / (Loss) before Interest, 
 Depreciation and Tax                           (1,474.66)     (721.31)
 
 Interest                                           232.02       239.32
 
 Depreciation                                       919.34     1,136.29
 
 Profit / (Loss) before Tax                     (2,626.02)   (2,096.92)
 
 Provision for Tax
 
 -Deferred tax                                          -      (711.57)
 
 - Deferred tax Assets Reversed                   2,155.12
 
 Net Profit / (Loss) after Tax                  (4,781.14)   (1,385.35)
 
 
 Operational Review
 
 During the year under review, your Company attained a gross turnover of
 Rs. 508.55 Lacs as against Rs. 830.51 Lacs during the previous year.
 
 The Net Loss after Tax during the year under review was Rs. 4,781.14
 lacs as against Rs. 1,385.35 lacs for the previous year, due to loss
 arising out of foreign exchange fluctuation on account of re-statement
 of foreign exchange assets and liabilities of Rs. 235.33 lacs during
 the current year as against gain of Rs. 1533.89 lacs in the previous
 year and also due to reversal of deferred tax assets in excess of
 deferred tax.liability of Rs. 2155.12 lacs.
 
 Your Company has the largest subscriber base of IPTV customers in South
 East Asia and with a view to further consolidate its market position as
 well as ensure a steady and stable growth, the Company is expanding its
 IPTV under the brand iControl in the cities of Delhi and Mumbai and
 with BSNL in 20 cities of North India, viz. State of Jammu & Kashmir,
 Himachal Pradesh , Punjab, Haryana, Rajasthan and U.P.(West). Your
 Company is also offering host of ad-on services viz, Time Shift TV
 (Chill & Cool), Video on Demand (VoD), A-Tube (Video Yellow pages -
 Pull advertising), iControl Mall (on line shopping) and TV messaging.
 
 The Company is the pioneer in the FTTH {Fibre -To- The- Home) space and
 has more consolidated its spot by starting its FTTH services in Jaipur,
 Ajmer, Faridabad, and Ambala.
 
 The Company is operating its VoIP services under the brand Pigeon in
 the cities of Delhi & Mumbai in association with MTNL. The brand has
 been well established in the market and people have started using
 Pigeon VoIP as an effective tool for getting connected with their near
 and dear ones living abroad.
 
 Future Outlook
 
 With the growth of infrastructure and look out of new revenue streams
 beyond data and voice services, it is predicted that the demand of IPTV
 is slated to grow upto 109 mn by 2014, with the global revenue rising
 to US$ 41bn by 2014. As per the industry reports the number of IPTV
 subscribers is expected to increase in the markets where FTTH
 deployments are powering ahead. Further, with the increased demand of
 infrastructure, technology advancements and consumer shift from linear
 to non linear TV viewing, demand of IPTV is set to surge ahead in
 India.  To tap the growing IPTV market, your Company is offering
 various interactive and educative services through its IPTV platform
 which is well accepted and appreciated by the subscribers.
 
 The Company is also tapping international markets for gaining foothold
 in IPTV business. For the same purposes, the Company has incorporated a
 Wholly Owned Subsidiary (WoS) namely AOL-FZE in the Sharjah Airport
 Free Zone, Sharjah (U.A.E.). The purpose is to explore new business
 ventures which can be operated with the present line of business,
 enlarge its present business operations and the like.  DIVIDEND
 
 In the absence of profits, your Directors are unable to recommend any
 Dividend for the period under review.
 
 SUBSIDIARY COMPANIES
 
 During the year under review, the Company has incorporated one Wholly
 Owned Overseas Subsidiary namely AOL-FZE incorporated in SAIF Zone,
 Sharjah, Dubai (U.A.E).
 
 During the year under review, the Company applied for winding-up of its
 three wholly owned subsidiaries i.e. Aksh Net Tel Limited, Spyk
 Global Limited, Aksh Infratel Limited under Section 560 of the
 Companies Act, 1956 which have accordingly been dissolved.
 
 As on date the Company has two Indian Subsidiaries, viz., APAKSH
 Broadband Limited, Aksh Technologies Limited and One Wholly Owned
 Overseas Subsidiary, viz. AOL-FZE, incorporated in SAIF Zone, Sharjah
 Dubai (U.A.E).
 
 The Statement pursuant to Section 212 of the Companies Act, 1956 is
 annexed herewith. The Audited Statements of Accounts along with the
 Report of the Board of Directors and Auditors Report thereon on the
 Subsidiary Companies have not been annexed in terms of general
 exemption granted by the Ministry of Company Affairs vide its circular
 no. 2/2011 dated 08.02.2011. The relevant documents of the Subsidiary
 Companies will be made available to any member of the Company who may
 be interested in obtaining the same. The annual accounts of the
 Subsidiary Companies will be available for inspection during business
 hours at the Registered Office of the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As provided in the Accounting Standard (AS-21) issued by the Institute
 of Chartered Accountants of India (ICAI) on consolidated financial
 statements the consolidated financial statements are attached which
 form part of the Annual Report.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits during the year under
 review.
 
 QUALIFIED INSTITUTIONAL PLACEMENT (QIP)
 
 During the year under review, the Company made a QIP Issue aggregating
 Rs. 22.5 Crore (approx.) and allotted 11,550,000 Equity Shares to
 eligible Qualified Institutional Buyers (QIBs) under the qualified
 institutions placement under Chapter VIM of the Securities and Exchange
 Board of India (Issue of Capital and Disclosure Requirements)
 Regulations, 2009.
 
 GLOBAL DEPOSITORY RECEIPTS (GDR) ISSUE
 
 The Company came out with a GDR issue of US$ 25 Mn in September, 2010.
 The issue comprised of 1,165,750 GDRs underlying 58,287,500 Equity
 Shares of Rs. 5 each, one GDR equivalent to 50 paid up Equity Shares of
 the Company.
 
 LISTING
 
 The Equity Shares of the Company continue to be listed at The Bombay
 Stock Exchange Ltd and The National Stock Exchange Ltd. FCCBs and GDRs
 are listed at the Luxembourg Stock Exchange. The Listing Fee has been
 paid to all the stock exchanges.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956,
 the Board of Directors hereby state:
 
 i. That in the preparation of the annual accounts for the financial
 year ended 31st March 2011, the accounting standards as issued by ICAI
 have been followed and there are no material departures ;
 
 ii. That the Directors have selected such accounting policies
 consulting the Statutory Auditors and has
 
 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
 profits of the Company for the year;
 
 iii. That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 your Company and for preventing and detecting fraud and other
 irregularities. There are however, inherent limitations, which should
 be recognized while relying on any system of internal control and
 records;
 
 iv. That the Annual Accounts have been prepared on a going concern
 basis.
 
 DIRECTORS
 
 In accordance with the requirements of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr.  B.R. Rakhecha and Mr. P.F.
 Sundesha, Directors will retire by rotation, and being eligible, have
 offered themselves for re-appointment.
 
 Mr. Chetan Choudhari has been appointed as an Additional Director of
 the Company w.e.f. 01.09.2010. Mr. Amrit Nath has been appointed as an
 Additional Director w.e.f.  17.09.2010. Both the Directors hold office
 up to the date of the forthcoming Annual General Meeting of the
 Company.  Taking into consideration their knowledge and experience, the
 Board commends their appointment as Directors of the Company, liable to
 retire by rotation.
 
 On 01.09.2010, in accordance with the provisions of Section 269 of the
 Companies Act, 1956 Mr. Chetan Choudhari has been appointed as Whole
 Time Director of the Company for a period of 03 (Three) years with
 effect from September 01, 2010 till 31st August, 2013. Taking into
 consideration his knowledge and experience, the Board commends his
 appointment as Whole-time Director of the Company.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement, the following are
 annexed to this report:
 
 i. Report on the Corporate Governance and a Certificate from the
 Auditors of your Company regarding compliance of the conditions of
 Corporate Governance;
 
 ii.  Management Discussion and Analysis Report
 
 INFORMATION PURSUANT TO SECTION 217 (2A)
 
 Not applicable, since no employee falls under the provisions of Section
 217 (2A) of the Companies Act, 1956.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS & OUTGO
 
 The information pursuant to Section 217(1) (e) of the Companies Act,
 1956 read with the Companies (Disclosure of particulars in the Report
 of Board of Directors) Rules, 1988, relating to the Conservation of
 Energy, Technology
 
 Absorption and Foreign Exchange Earnings and Outgo are given in
 Annexure to this report.
 
 AUDITORS REPORT
 
 The observation of Auditors and their report read with the relevant
 Notes to Accounts are self-explanatory and therefore do not require
 further explanation.
 
 AUDITORS
 
 M/s P. C. Bindal & Co., Chartered Accountants, hold the office as
 Auditors of your company till the conclusion of the forthcoming Annual
 General Meeting and have expressed their willingness to be
 re-appointed. Their appointment, if made, would be within the limits
 specified under Section 224 (1) (B) of the Companies Act, 1956.
 
 EMPLOYEES STOCK PURCHASE SCHEME
 
 During the year under review no shares have been granted, hence there
 was no vesting of Shares.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to place on record their
 appreciation to the contribution made by the employees to the working
 of the company.
 
 Your Directors also express gratitude to the Customers, Suppliers,
 Shareholders, Banks, Trade Partners, Service Partners and Investors for
 the confidence reposed in your Company and for their continued
 co-operation during the year under Report.
 
 
 
 
 
                              For & on behalf of the Board of Directors
 
 
 
                              Kailash S. Choudhari     Chetan Choudhari 
                                          Chairman  Whole-Time Director
 
 
 Place : New Delhi 
 Date  : 21.05.2011