Dear Shareholders,
 
 The Directors have pleasure in presenting their Report on the Business
 & Operations of your Company and its working results for the year
 2010-11.
 
 Financial Results - Highlights All figures in Rupees Crores except EPS
 
                                    Consolidated         Standalone
 
                                   Year     Year     Year      Year 
                                  ended     ended    ended     ended
                                  March     March    March     March 
 Details                          31,2011 31,2010  31,2011    31,2010
 
 Total Revenues                   180.99   200.50   75.33       90.06
 
 EBITDA                          (18.16)    11.29  (0.05)       23.17
 
 Interest & Finance Charges        10.60    11.40    8.16        8.87
 
 Depreciation &                     8.28    10.54    5.44        6.04
 Amortization       
 
 Profit before Tax               (35.32)    33.22  (13.65)       8.26
 
 Provision for Taxation
 
 Current Tax                     (10.25)    15.48      Nil       1.37
 
 Deferred Tax                     (5.93)     8.81   (5.85)       1.60
 
 Profit after tax (PAT)          (19.14)    35.68   (7.80)       5.29
 
 Surplus available for             14.33    36.76      Nil      21.99
 appropriation 
 
 Appropriations
 
 Dividend Proposed                   Nil     2.47      Nil       2.47
 
 Dividend Distribution Tax           Nil     0.42      Nil       0.42
 
 Transferred to General reserve      Nil     0.40      Nil       0.40
 
 Balance Carried to Balance        14.33    33.48    10.89      18.70
 sheet 
 
 Paid-up Equity Share               12.36   12.36    12.36        Nil
 Capital  
 
 Earning per share
 for the year (Rs)
 
 i) Basic                         (15.48)   28.86   (6.31)       4.28
 
 ii) Diluted                      (15.48)   28.86   (6.31)       4.28
 
 *Note: Previous year’s figures have been reclassified wherever
 necessary to conform to current year classification.
 
 Results of Operations
 
 I) Consolidated Results
 
 During the year, your Company on a consolidated basis with all its
 subsidiaries earned total revenue of Rs.180.99 Crores as against
 Rs.200.50 Crores earned during the previous year. The EBITDA during the
 year is Rs.(18.16) Crores as against Rs 11.29 Crores for the previous
 year. After taking into account the tax provisions and adjustments for
 minority interest, prior period adjustments and extraordinary items if
 any, the loss for the year is Rs.(19.14) Crores as against a profit of
 Rs.35.68 Crores of the previous year. The results of operations of
 acquired subsidiaries have been consolidated into the accounts.
 
 II) Standalone Results
 
 During the year, your Company on a standalone basis earned total
 revenue of Rs.75.33 Crores as against Rs. 90.06 Crores earned during
 the previous year. The EBITDA during the year is Rs (0.05) Crores as
 against Rs.23.17 Crores of the previous year.
 
 After taking into account the tax provisions and adjustments, the loss
 for the year was Rs. (7.80) Crores as against a profit of Rs.5.29
 Crores for the previous year.
 
 Dividend
 
 Your Directors do not consider it prudent to recommend any dividend as
 your company has been running at a loss for the year ended 31st March
 2011.
 
 Business
 
 Your company is primarily engaged in the business of providing IT
 services and solutions to its customers in US, Europe, Middle East and
 India.. Our consolidated revenues show a loss due to 2 main reasons
 listed below:
 
 -The impairment from American Healthnet – a wholly owned subsidiary of
 CSWL.
 
 -Write off of bad debts resulting from 2 of our US customers
 
 Your company has been engaged in the process of completing the sale of
 its Outsourced Product Development Business to Alten Europe (SARL).The
 sale includes all its tangible and intangible assets and head counts.
 The sale was concluded on 18th April 2011 for a consideration of about
 Rs.100 Crores including initial payment and future payments based on
 the OPD business meeting certain performance targets over the next 18
 months as outlined in the final definitive agreements.
 
 Due to the divestments of its subsidiaries and also the sale of its OPD
 business division (Calsoft Labs) your company operations have become
 smaller in size with only 266 employees compared to 945 last year.
 
 Review of Subsidiaries
 
 I - CSWL, Inc. USA and its subsidiaries
 
 CSWL Inc and its subsidiaries earned total revenue of US$ 22.50 million
 (equivalent to Rs. 105.84 Crores approx) on a consolidated basis during
 the year, compared to US $ 24.55 million (equivalent to Rs.109.73
 Crores) achieved during the previous year.
 
 The subsidiary reported a net loss of US$ (2.77) million -approx (Rs.
 12.51) Crores as compared to net consolidated profit of US$ 6.92
 million (equivalent to Rs. 32.56 Crores) last year.
 
 The results of existing subsidiaries HealthNet International Inc.,
 Aspire Soft, International Innovations Inc, Waldron Ltd and CNHC, LLC
 DBA ePayhealthcare (“ePay”) are included for the full year under
 review.
 
 II - Inatech Infosolutions Pvt. Ltd
 
 The consolidated results of Inatech including its wholly owned UK
 subsidiary and UK Subsidiary’s subsidiary Inatech Egypt have been taken
 into the Company’s consolidated results.
 
 Inatech on a consolidated basis reported revenues of Rs.53.70 Crores
 with a loss of Rs.(4.95) Crores against the consolidated reported
 revenues of Rs.70.09 Crores and profits after tax of Rs. (0.71) Crores
 of the previous year.
 
 III - Aspire Communications Pvt, Ltd
 
 The Consolidated results of Aspire including its wholly owned
 Subsidiary Aspire Peripherals Limited have been taken into the
 Company’s Consolidated results for the full year.
 
 Aspire on a consolidated basis has reported revenues of Rs. 6.29 Crores
 and net loss of Rs.(0.04) Crores against the consolidated reported
 revenues of Rs 5.11 Crores and net profit of Rs.0.06 Crore of the
 previous year.
 
 IV - EastPoint Solutions Limited
 
 This company was incorporated as a wholly owned subsidiary in the year
 2007 in order to make appropriate foray in Business Process Outsourcing
 area (BPO) either on start up basis or with suitable investments
 /acquisitions of existing companies in this space. As on date the
 Company is yet to commence any commercial activity and there are no
 revenues or profits for the period ended March 31, 2011.
 
 V - Calsoft Labs (India) Private Limited
 
 Calsoft Labs (India) Private Limited was incorporated, in January 2011
 to facilitate the transfer of the assets of the OPD Business of Labs
 after the completion of its sale to ALTEN Europe
 
 The Company reported a turnover of Rs. 2.96 Crores.
 
 VI - Calspence Technologies Private Limited (JV Company) Calspence
 Techonologies Private Limited in which the Company hold 50% shares
 reported a turnover of Rs.0.80 Crores with a loss of Rs.0.07 Crores for
 the year ending 31st March 2011.
 
 Central Government Approval
 
 Your company has been making applications for an approval under Section
 212(8) of the Companies Act, 1956 from the Ministry of Corporate
 Affairs, seeking exemption from attaching the Annual Report of
 Subsidiary Companies with the Annual Report of the Company. The
 Ministry of Corporate Affairs, Government of India vide its Circular
 dated 08th February 2011 has provided general exemption to companies
 from attaching the balance sheets of their Subsidiary Companies as
 required under Section 212(8) of the Companies Act, 1956.
 
 The exemtion is available provided the company publish the audited
 consolidated financial statements in the Annual Report. The
 Conosolidated financial statements duly audited are presented along
 with the accounts of your company. The statement as required under
 section 212 is given as part of the consolidated accounts in this
 report. The annual accounts of subsidiary Companies are kept at the
 company’s registered office and also at the respective registered
 office of the subsidiaries for inspection and shall be made available
 to the members seeking such information.
 
 Capital Market Developments
 
 The market capitalizations of your Company stood at Rs.37.03 crores as
 on
 March 31, 2011, based on the closing quotations on the National Stock
 Exchange.
 
 Completion of Transfer of OPD Business Division (Calsoft Labs)
 
 During the year the company has completed the closure of its sale of
 Outsourced Product Division (OPD Business Division ) of Calsoft to the
 buyer ALTEN EUROPE, SARL (Alten). The sale include all its tangible and
 intangible assets and transferred OPD employees. The total sale
 consideration is around Rs.100 Crores including initial payment and
 future payments based on OPD business meeting certain performance
 targets over the next 18 months as outlined in the definitive
 agreements.
 
 Directors
 
 Mr. Jerome Lazatin Lorenzo has resigned as director with effect from
 03rd March 2011 and Mr. Clyde Michael Bandy resigned as Chairman and
 Director with effect from 25th April 2011. The Board wishes to place on
 record its deep sense of appreciation for the invaluable contribution
 made by Mr. Jerome Lazatin Lorenzo and Mr. Clyde Michael Bandy during
 their tenure as directors of the Company.
 
 Mr. Mats Henerik Berglund, Chief Operating Officer & Chief Financial
 Officer of Chemoil has been inducted as an additional director with
 effect from 27th April 2011. Mr. Mats has held very senior positions in
 various industries. Mr.  Mats Henerik Berglund is a non executive
 director. Mr. Mats Henerik Berglund will hold office upto the date of
 the ensuing Annual General Meeting. Mr. Thomas Kevin Reilly, Chief
 Executive Officer of Chemoil has been appointed as additional director
 with effect from 06th May 2011. He is the Chairman (non executive) of
 the Board. He has rich experience in the field of Fuel trading and
 bunker operations. He will hold office up to the date of the ensuing
 Annual General Meeting.
 
 The Company has received notice under Section 257 of the Companies Act,
 1956 from a member proposing Mr. Mats Henerik Berglund and Mr.  Thomas
 Kevin Reilly for appointment to the office of Director liable to retire
 by rotation.
 
 As per Article 121 of the Articles of Association Mr. S.
 Santhanakrishnanan retires by rotation in the forthcoming Annual
 General Meeting and being eligible offers himself for re-appointment.
 
 Auditors
 
 The statutory auditors M/s Tomy & Francis, Trichur, Chartered
 Accountants retire at the ensuing Annual General Meeting and have
 confirmed their eligibility and willingness to accept office, if
 re-appointed.
 
 Auditors Report
 
 With reference to auditor’s remark in consolidated audit report, we
 state as
 follows- 
 
 1. Diminution in the value of investments in the subsidiary
 and dues from the subsidiary
 
 We are of the opinion that the losses incurred in the subsidiary are
 temporary and there is no permanent diminution in the value of
 investments and hence this does not require provisions. We are hopeful
 to recover the dues from the subsidiary in the current year.
 
 2. Service Tax Refund Claim
 
 The company has made a Service Tax refund claim and this is pending
 settlement. We are hopeful of succeeding in the appeal and hence no
 provision has been made.
 
 3. Amount paid to Director
 
 This amount was paid to a Director as compensation for loss of office
 as his services has been discontinued. As per section 269 of the
 Companies Act, 1956 no approval is required for this payment
 disbursement. No provision is required as per recent Circular issued by
 Ministry of Corporate Affairs. The board has decided to not to recover
 the amount.
 
 Deposits
 
 We have not accepted any fixed deposits and as such no amount of
 principal or interest was outstanding as of the Balance Sheet date.
 
 Corporate Governance
 
 Your Company has been practicing the principles of good Corporate
 Governance. A detailed report on Corporate Governance is given as an
 Annexure to this Annual Report.
 
 Certificate of the Auditors regarding the compliance with the
 conditions of Corporate Governance as stipulated in Clause 49 of the
 Listing Agreement is also given in the Annual Report.
 
 Human Resource Management
 
 Employees are our most valuable assets. We have created a favorable
 work
 
 environment that encourages innovation and meritocracy.
 
 The total number of our head count as on 31st March 2011 was 266 as
 against 945 as on March 31st 2010. All labs employees were transferred
 to Calsoft Labs (India) Private Limited prior to completion of sale of
 the OPD Business Division.
 
 Particulars of Employees
 
 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 and form part of
 this report as Annexure. However, as per the provision of the Section
 219 (1) (b)
 
 (iv) of the said Act, the Annual Report excluding the aforesaid
 Annexure information is being sent to all the members of the Company
 and others entitled thereto. Members who are interested in obtaining
 such particulars may write to the Company Secretary at the Registered
 Office of the Company for the same.
 
 Conservation of energy, technology absorption, foreign exchange
 earnings and outgo
 
 The particulars as prescribed under sub-section (1) (e) of section 217
 of the Companies Act, 1956, read with the Companies (Disclosure of
 particulars in the report of Board of Directors) Rules, 1988, are set
 out in the Annexure forming part of this report.
 
 Directors'' Responsibility statement
 
 Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000,
 the Directors confirm that:
 
 -In the preparation of the Annual Accounts for the year under report, the
 applicable accounting standards have been followed;
 
 -Appropriate accounting policies have been selected and applied
 consistently and have 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 as at March 31, 2011;
 
 - Proper and sufficient care has been taken 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;
 
 -The Annual Accounts have been prepared on a Going Concern Basis.
 
 Acknowledgement
 
 Your Directors take this opportunity to thank the customers,
 shareholders, suppliers, bankers, business partners/ associates and
 Government and regulatory authorities in India and other countries of
 operation for their consistent support and encouragement to the Company
 and look forward to their continued support during the coming years.
 Your Directors place on record their appreciation for the valuable
 contribution made by the employees at all levels.
 
 
                        For and on behalf of the Board of Directors
 
             Chennai      Dr. P. J. George         S. Santhosh
 
           June 27, 2011       Director      Managing Director