To the Members,
 
 The Directors present their 14th Annual Report of the Company together
 with its Audited Profit and Loss Account for the year ended March 31,
 2011 and the Balance Sheet as on that date:
 
 I FINANCIAL RESULTS
 
 Consolidated Financials of the Company and its subsidiaries:
 
                                                        Rs.. in crore
 
 Particulars                             Year ended        Year ended
 
                                     March 31, 2011    March 31, 2010
 
 Total Revenue                               424.85            337.70
 
 Profit before interest, depreciation 
 and tax                                      90.28             71.23
 
 Less: Interest and Finance Charges            4.46              2.57
 
 Less: Depreciation and amortization          26.55             22.20
 
 Profit before tax                            59.27             46.46
 
 Less: Provision for taxation (including 
 Current Tax,                                  9.31              5.96
 Deferred tax, and Tax adjustments of 
 earlier years)
 
 Net Profit after tax                         49.96             40.50
 
 Minority Interest                             0.11                 -
 
 Profit after Tax and Minority Interest       50.07                 -
 
 Add: Surplus brought forward from 
 previous year                               114.51             77.88
 
 Effect on account of merger/amalgamation     (0.44)                -
 
 Add: Prior period adjustments                (1.61)             0.40
 
 Amount available for Appropriation          162.97             18.78
 
 Appropriations:
 
 Transfer to General Reserve & Statutory 
 Reserve                                       1.46              0.36
 
 Proposed dividend on Equity Shares            3.51              2.96
 
 Corporate tax on dividend                     0.58              0.50
 
 Statutory Reserve                             2.14                 -
 
 Balance carried to Balance Sheet            155.28            114.95
 
 Total Income increased to Rs.424.85 crore from Rs. 337.70 crore in the
 previous year, at a growth rate of 25.81 %. The profit before tax at
 Rs.59.27 crore as against Rs. 46.46 crore in the previous year
 represents a increase by 27.57% over the previous year.
 
 Financials of the Company on a standalone basis:       Rs. in crore
 
 Particulars                             Year ended        Year ended
 
                                      March 31, 2011   March 31, 2010
 
 Total Revenue                               117.31           53.38
 
 Profit before interest, depreciation and 
 tax                                          36.15           20.89
 
 Less: Interest and Finance Charges            8.13           10.55
 
 Less: Depreciation arid amortization          8.43            6.97
 
 Profit before tax                            19.59            3.37
 
 Less: Provision for taxation (including 
 Current Tax,                                  4.99           -0.24
 Deferred tax, and Tax adjustments of 
 earlier years)
 
 Net Profit after tax                         14.60            3.61
 
 Add: Surplus brought forward from 
 previous year                                38.93           39.14
 
 Effect on account of merger/amalgamation      1.09               -
 
 Amount available for Appropriation           54.52           42.75
 
 Appropriations:
 
 Transfer to General Reserve                   1.46            0.36
 
 Proposed dividend on Equity Shares            3.51            2.96
 
 Corporate Tax on dividend                     0.58            0.50
 
 Balance carried to Balance Sheet             48.97           38.93
 
 2.  DIVIDEND
 
 The directors recommend for consideration of the shareholders at the
 ensuing annual general meeting, payment of a dividend of Rs. 2.20 per
 share, (22%) for the year ended March 31, 2011. The amount of dividend
 and the tax thereon aggregates to Rs. 0.58 crore.
 
 3.  TRANSFER TO RESERVES
 
 We propose to transfer Rs. 1.46 crore to the general reserve. An amount
 of Rs. 48.97 crore is proposed to be retained in the Profit and Loss
 Account.
 
 4.  OPERATIONS
 
 Growth during aution Pro''s 2010-2011 fiscal year was achieved
 consistently across all geographies and all Practices. Much of the
 success was due to a number of key hires and organizational changes,
 subsidiary consolidation proceedings, and dynamic activities with our
 strategic Partners.
 
 Employee Additions & Organizational Changes
 
 Several key individuals were added to the aurionPro management team
 over the course of the year. Mr. Banesh Prabhu joined as the global CEO
 for the aurionPro Group of companies and as Chairman of the Board for
 aurionPro Solutions Ltd. Banesh brings 25 years of global experience to
 his roles, previously serving as the International Head of Consumer
 Operation for Citigroup Operations and Technology where he led Banking
 operations for more than 50 countries. Also joining aurionPro this past
 year was Sam Harp, an Enterprise Content Management Industry Veteran,
 to lead the Imaging and Process Management Business.  Sam brings over
 20 years of experience to his role with aurionPro, 12 of which were
 spent at Oracle/Stellent where he held a variety of Management and
 Executive roles across their Engineering, Consulting, and Alliances
 organizations.
 
 Significant organizational changes were also made in order to increase
 aurionPro''s visibility in the market while maintaining the highest
 level of customer satisfaction. The Company streamlined its Corporate
 Marketing function to improve the consistency and effectiveness of how
 aurionPro positions and messages its capabilities across customer,
 prospect, partner, employee, recruiting, and investment communities.
 Jonathan Bank, previously the Global Head of aurionPro''s Web
 Solutions/ECM Practice, is leading this new corporate function as the
 Executive Vice President and Group Director- Marketing.  Similarly, a
 Global Customer Satisfaction and Delivery Group has been formed to
 deliver the highest level of customer satisfaction to our Clients. Mr.
 Shafi Shaikh has been appointed as the chair of this team, to which he
 will bring more than 20 years of experience in global service delivery
 and operational best practices.
 
 Partnership Initiatives
 
 aurionPro was extremely active with our Partner community in 2010-201 I
 and dozens of co-marketing events, conferences, and client round tables
 were completed together. Highlights include co-hosting a client round
 table with Microsoft on the topic of the Real-Time Enterprise, being
 invited to be a key speaker at the inaugural Cloud Security Alliance
 meeting in Boston and leading and participating in a number of Oracle,
 IBM, Microsoft, Open Text, Misys and EMC conferences and webinars over
 the course of the year.
 
 aurionPro''s SENA Systems business, a Gold Level Oracle Partner, was
 recognized as one of the most respected partners in Oracle''s network by
 being awarded an Honorable Mention for the Oracle 2010 North American
 Titan Award for Excellence in Security and Identity Management.
 Oracle''s Titan Awards recognize leading partners in North America,
 honoring solutions delivered in 2010. This is the third consecutive
 year that SENA has featured in the Oracle Titan Awards, this year being
 recognized for its Oracle Entitlement Solution implementation with a
 major global financial institution.
 
 aurionPro added to its stable of partnerships by entering into a global
 partner agreement through E2E Infotech (India) Pvt Ltd, (now merged
 with the company) a wholly owned subsidiary, with CameronTec, the
 financial industry''s leading provider of FIX infrastructure and
 connectivity solutions. The terms of this agreement gives E2E specific
 CameronFIX Reseller rights for the Middle East and Indian markets.
 
 5.  FINANCIAL RESOURCES
 
 A) ESOP
 
 The Board of Directors at their Board Meeting held on September 04,
 2008 and the members at the 11th Annual General Meeting held on
 September 30, 2008, approved the issue of 14,64,941 equity shares under
 Employees Stock Option Scheme - 2008 to eligible permanent employees
 including Directors of the Company and its subsidiary companies to
 participate in the future growth of the Company. The Company has
 received in-principal approval from Stock Exchanges for issue and
 allotment of 10,00,000 equity shares under the said Scheme.
 
 The Remuneration/Compensation Committee in its meeting held on June 01,
 2009 approved the grant of 10,00,000 options. The exercise price for
 the purpose of the grant of options was taken as the market price i.e.
 available closing price prior to the date of the grant as quoted on
 National Stock Exchange.
 
 Accordingly in accordance with ESOS of the Company, the employees as on
 date have been offered options as per eligible criteria fixed under the
 scheme. Against each of the above, eligible employee is entitled to
 acquire one equity share of Rs. 10/- each of the company at a price
 mentioned against the option. The minimum vesting period shall be one
 year from the date of grant. Against each option, 20% can be exercised
 by the end of first year from the date of grant of options i.e. after
 May 31, 2010, 30% can be exercised at the end of second year from the
 date of grant of the options i.e. after May 31, 2011 and balance 50%
 can be exercised at the end of third year from the date of grant of the
 options i.e. after May3l,20l2.
 
 Pursuant to ESOS, company has issued and allotted to the eligible
 employees 47,200 equity shares and 6849 equity shares of the company on
 January 04,2011 and June 21,2011 respectively.
 
 Further the Company have obtained in-principal approval for 10,00,000
 options as per the ESOP Scheme viz, The ASL ESOS - 2010. The Company
 have granted 5,00,000 options on 06th April, 2011.
 
 Details as on March 31, 2011 as per SEBI (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999:
 
 Sr.
 No Description                          Details
 
 I  Total number of options granted 
    underthe Scheme-                     10,00,000 options
    TheASLESOS-2008
 
 2  Options Granted During the year      Nil
 
 3  The Pricing Formula                  Exercise Price (the price to
                                         acquire one equity share of the
                                         Company upon exercise of option)
                                         shall mean the market price; 
                                         i.e. the latest available 
                                         closing price prior to the date
                                         of the grant as quoted on The
                                         National Stock Exchange of 
                                         India Limited or as determined
                                         by the compensation committee 
                                         and payable by the Grantee for 
                                         exercising the option granted 
                                         to him in pursuance of ESOS, 
                                         but in any case the exercise
                                         price shall not be less than
                                         Rs. 90/- per option.
 
 4  Options vested                       2,00,000
 
 5  Options Exercised                    47200
 
 6  Total No. of shares arising as a 
    result of exercise                   47200
    of options
 
 7  Options lapsed                       Nil
 
 8  Variations of terms of options       No variations made
 
 9  Money realised by exercise of 
    options                              66,90,600
 
 10 Total no. of options in force        9,52,800
 
 II Employee wise details of options granted to:
 
 i) Senior managerial personnel: 
 
 Mrs. Kashmira Bhayani - Practice Head, Cash
 
 Management (30000 options)
 
 Mr. Nitin Patel - Delivery Head( 17000 options)
 
 Mr.  Sanjay Parchani - VP- Operations (15000 options)
 
 Mr. Umesh Ikhe - Practice Head, Treasury Market (30000 options)
 
 Mrs. Deepa Nair - AVP - HR (I0000 options) 
 
 Mr. Mehul Raval - Company Secretary (2000 options)
 
 ii) Any other employee who receives a grant in any one year of option
 amounting to 5% or of option granted during that year: Nil
 
 iii) Identified employees who were granted option, during any one year,
 equal to or exceeding I % of the issued capital (excluding outstanding
 warrants and conversions) at the time of grant: Nil
 
 12 Diluted earning per share (EPS) pursuant to issue of shares on
 exercise of option calculated in accordance with Accounting Standard
 (AS) 20.  Rs. 8.96
 
 13 Options whose exercise price either equals or exceeds or is less
 than the market price of the stock, Weighted average exercise prices
 Rs. 141.75/- 
 
 weighted average fair value of options Rs. 63.06/-
 
 14 A description of the method and significant assumptions used during
 the year to estimate the fair values of options, including the
 following weighted average information:
 
 i) Risk free interest rate Estimated to be from 4.71 % to 6.07%
 
 ii) Expected life upto 3.50 years
 
 iii) Expected volatility Estimated to be from 63.65% to 75.17%
 
 iv) Expected dividends 20%
 
 v) The price of the underlying share in market at the time of option
 grant.  Rs. 141.75/-
 
 Note: In respect of options granted above, the accounting value of
 option is nil, as market price of the share on the date of grant of the
 option is equivalent to grant price so there is a no charge of
 compensation to Profit & loss Account in respect of ESOS scheme -2008.
 
 B) Loan Funds -
 
 During the year, the Company availed Cash Credit facility of Rs. 23.63
 crore from the Axis Bank, which were utilized for working capital
 requirements of the Company.
 
 6.  SUBSIDIARY COMPANIES
 
 The Ministry of Corporate affairs vide its General Circular No. 02/201
 I dated February 08,2011 provided general exemption to the companies
 from the provision of Section 212 of the Companies Act, 1956 which
 require companies to attach Directors Report, Balance Sheet and Profit
 and Loss account of the subsidiaries.
 
 Accordingly Annual Report 2010-11 does not contain the financial
 statement of our subsidiaries.
 
 The Audited annual accounts and related information will be made
 available upon request by any member of the Company interested in
 obtaining the same. The annual accounts of the subsidiary companies
 will also be kept open for inspection by any investor at the Registered
 Office of the Company and that of the respective subsidiary companies.
 However, as directed by the Central Government, the financial data of
 the subsidiaries has been furnished under ''Details of Subsidiary
 Companies'' forming part of the Annual Report.
 
 A Statement containing particulars pursuant to the provisions of
 Section 212( I )(e) of the Companies Act, 1956, in respect of the above
 subsidiaries forms part of this Annual Report.
 
 In compliance with Clause 32 of the Listing Agreement, audited
 consolidated financial statements of the Company and its subsidiaries
 also form part of this Annual Report.
 
 7. CORPORATE GOVERNANCE
 
 The Report on Corporate Governance as per the requirements of Clause 49
 of the Listing Agreement forms part of the Annual Report.
 
 The requisite Certificate from M/s. Milind Nirkhe & Associates, Company
 Secretaries, confirming the compliance with the conditions of Corporate
 Governance as per the requirements of Clause 49 is annexed to this
 Report.
 
 8. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT (MDA)
 
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 9. DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of the provisions of Section 217(2AA) of the Act, your
 Directors confirm that:
 
 i) In the preparation of the annual accounts, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 ii) The Directors 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 your Company at the end of the financial year and of the profit of
 your Company for that year;
 
 iii)The Directors 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 your Company and
 for preventing and detecting fraud and other irregularities; and
 
 iv)The Directors have prepared the annual accounts on a ''going concern''
 basis.
 
 10. DIRECTORS
 
 In terms of Article 151 of the Articles of Association of the Company,
 Mr. Prem Rajaniand Dr. Nikunj Kapadia, Directors, retire by rotation
 and being eligible, for reappointment at the ensuing Annual General
 Meeting.
 
 At the last Annual General Meeting held on September 30,2010 members
 appointed Mr. Vishwanath Prabhu as a Director of the Company, liable to
 retire by rotation.
 
 Further during the year Mr. Vishwanath Prabhu was appointed as Global
 CEO of aurionPro Group and Non Executive Chairman of the Company w.e.f
 December 22,2010.
 
 Brief resume of the Directors, nature of their expertise in specific
 functional areas and names of Companies in which they are directors and
 members/ Chairman of committees, as stipulated by Clause 49 of the
 Listing Agreement are provided in the Corporate Governance Report
 forming part of the Annual Report. Further, there are no inter-se
 relationships between the Board members.
 
 11. NEW DEVELOPMENT AMONG SUBSIDIARIES:
 
 Several milestones were completed over the course of the year focused
 on streamlining operational overhead through the consolidation of
 subsidiary entities. Silicon Tech Corp, USA and SENA Systems Inc, USA
 were both merged with aurionPro Solutions Inc, USA with effect from
 April 01,2010 and July 01,2010 respectively.
 
 Further pursuant to order of the Bombay High Court dated June 10,2011
 E2E Infotech (India) Pvt Ltd and Kairoleaf Analytic Pvt Ltd got merged
 with aurionPro Solutions Ltd.
 
 12. FIXED DEPOSITS-
 
 The Company has not accepted fixed deposits.
 
 13. AUDITORS
 
 M/s. Chokshi &Chokshi, Chartered Accountants, Mumbai, Statutory
 Auditors of the Company retires at the conclusion of the forthcoming
 Annual General Meeting and are eligible for re-appointment.
 
 14. PARTICULARS OF EMPLOYEES
 
 The Ministry of Corporate Affairs had notified Companies (Particulars
 of Employees) Amendment Rules, 2011 vide GSR 289 (E) dated 31.03.2011
 raising the limit of employee''s salary to be disclosed in Directors''
 Report from Rs. 2,00,000/- per month to Rs.5,00,000 per month.
 
 Further the Ministry of Corporate Affairs vide General Circular No.
 23/2011 dated 03.05.2011 gave Clarification regarding effective date of
 Companies (Particulars of Employees) Amendment Rules, 2011. It was
 clarified that the said notification shall be applicable to all
 Directors'' reports under Section 217 of the Companies Act, 1956
 approved by the Board of Directors on or after 01.04.2011,
 irrespective of the accounting year of the annual account being
 approved by the Board.
 
 The Company has no employees of the specified categories under Section
 217 (2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975, as amended up to date.
 
 I5.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNING AND OUTGO
 
 In terms of section 217( I )(e) of the Companies Act, 1956, read with
 the Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988, the Directors furnish herein below the required
 additional information:
 
 - Conservation of Energy:
 
 Although the operations of the Company are not energy intensive
 operations, it continues to adopt energy conservation measures at all
 operational levels. The requirement of disclosure of particulars in the
 prescribed format with respect to conservation of energy as prescribed
 in Section 217( I )(e) of the Companies Act, 1956 read with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, is not applicable to the Company and hence not
 provided.
 
 - Research & Development (R&D):
 
 Your Company is predominantly a service provider and therefore has not
 set up a formal R&D unit, however continuous research and development
 is carried out at various development centers as an integral part of
 the activities of the Company.
 
 - Technology Absorption:
 
 Your Company has not imported any technology during the year under
 review.
 
 - Foreign Exchange Earnings and Outgo:
 
                                                   Rs.. in crore
 
 Particulars                                  2010-11      2009-10
 
 Earning in foreign Currency (on accrual 
 basis):
 
 Software Services                              44.56        29.47
 
 Expenditure in foreign Currency (on accrual
 basis):
 
 Staff Cost                                      0.41         0.15
 
 Software development & other expenses           1.83         2.63
 
 Bank Interest                                   2.09         1.07
 
 16. ACKNOWLEDGEMENTS
 
 The Directors express their appreciation for the sincere co-operation
 and assistance of statutory authorities, bankers, customers and
 business associates. Your directors acknowledge with gratitude the
 encouragement and support extended by our valued shareholders.
 
 The Directors also thank the Government of India and various other
 countries, the concerned State Government, Government Departments and
 agencies for their co-operation.
 
 Last but not the least your directors would like to appreciate the
 efforts put by the auriontees to make organization successful.
 
                          For and on behalf of the Board of Directors
 
                             Amit Sheth             Mahendra Mehta
 
                          Managing Director             Director
 
 Mumbai, August 31, 2011
 
 Registered Office:
 
 404, 4th Floor, Nomura,
 
 Hirandani Business Park,
 
 Powai, Mumbai - 400 076