The Directors have pleasure in presenting the 26th Annual Report on
 business and operations of your Company along with the audited fi
 -nancial statements for the year ended 31 March 2011.
 
 RESULTS OF OPERATIONS
 
                                                           (Rs.in Million)
 
                                    Consolidated       Standalone
 
                                 2010-11    2009-11   2010-11    2009-10
 
 Income from Operations       10,912.29    8,469.81  5,155.92   4,179.52
 
 Other Income                    155.76       89.38    142.59      85.78
 
 Variation in Inventory          444.44       95.64    107.84     138.34
 
 Expenses                      8,793.86    6,578.82  3,886.04   3,041.99
 
 Profit Before tax             2,718.62    2,076.00    520.31   1,361.65
 
 Less: Provision for tax 
 (current)                       447.35      332.27   262.13      221.72
 
 Provision for tax (deferred)     21.17       21.50    21.17       21.50
 
 Profit after Tax              2,250.11    1,722.24  1,237.01   1,118.43
 
 Add: Balance B/F from 
 Previous Year                 3,832.94    2,301.07   2,12404   1,195.98
 
 Excess/Short Provision for 
 Earlier years                               (5.65)               (5.65)
 
 Profit Available for 
 appropriations               6,083.05      4,01766   3361.05   2,308.76
 
 Debenture Redemption 
 Reserve                          0.35                   0.35
 
 Transfer to General Reserve    125.00     112.00      125.00     112.00
 
 Proposed Dividend               65.49      62.16       65.49      62.16
 
 Provision for Taxes on 
 Dividends                       13.05      10.56       13.05      10.56
 
 Balance C/F to Balance
 Sheet                        5,879.16   3,832.94l   3,157.16   2,124.04
 
 Overview:
 
 The growth during the year under review was satisfactory. On a
 consolidated basis, your Company achieved a Total Operating Income of Rs.
 10,912.29 million registering a growth of 28.84% as compared to Rs.
 8,469.81 million during the previous financial year.  Similarly, Profit
 Before Tax was Rs. 2,718.62 million with a growth of 30.95% as compared
 to Rs. 2,076.00 million during the previous financial year. Profit After
 Tax was Rs. 2,250.11 million with a growth of 30.65% as compared to Rs.
 1,722.24 million during the previous financial year.
 
 Dividends & Appropriations:
 
 Your Company follows a policy of paying stable dividend linked to
 consistent performance, while at the same time keeping in view the need
 to f nance growth plans through internal accruals. Your Directors are
 pleased to recommend a dividend of 30% of the paid up capital i.e. Re.
 0.60 per equity share, subject to the approval of the members to be
 paid:
 
 (i) to those benef cial owners, holding shares in electronic form,
 whose name appear in the statement of benef cial owners furnished by
 the Depositories to the Company as at the close of business hours on 3
 August 2011.
 
 (ii) to those Equity Shareholders, holding shares in physical form,
 whose names appear on the Register of Members of the Company at the
 close of business hours on 3 August 2011 after giving effect to all
 valid transfers in physical form lodged with the Company or its
 Registrar and Share Transfer Agent till 3 August 2011.
 
 The dividend above, if approved by the members would involve a cash
 outf ow of Rs. 66.28 million (as on the date of this report) and dividend
 tax of Rs. 13.05 million.
 
 The Register of Members shall be closed from 4 August 2011 to 11 August
 2011 (both days inclusive), for the purposes of payment of dividend and
 for the Annual General Meeting proposed to be held on 11 August 2011.
 
 Transfer to Reserves:
 
 The Company proposes to transfer Rs. 125.00 million.  (Previous year Rs.
 112.00 million) to the General Reserve.  An amount of Rs. 5,879.16
 million (Previous year Rs. 3832.94 million) has been proposed to be
 retained in the Profit and Loss Account on consolidated basis.
 
 OPERATIONAL HIGHLIGHTS
 
 Domestic Operations:
 
 ICT@CORE
 
 A major milestone in the history of the Company was
 recorded by bagging one of the largest education
 projects valued approximately Rs. 2,950 million from the
 State of Haryana for implementing ICT (Information &
 Communication Technology) covering 2,622 schools.
 
 The Company achieved yet another milestone by bagging one of the
 largest ICT implementation project in Haryana valuing approximately Rs.
 2,950 million which will benef t 5 million students across 
 21 districts in that State. This project is expected to augment the 
 focus of the Government to improve the quality of education in 
 schools by ushering in enhanced use of technology. The project 
 envisages use of computers and bio-metric devices to enhance 
 delivery of quality education in the schools and to monitor student 
 and teacher performances. We will also develop software to support 
 monitoring and evaluation of teachers and students for the States 
 Education Department including asset and maintenance management 
 system and help desk facility at the State level.
 
 Our Company has also bagged a contract from the Govt. of Maharashtra
 under the ICT@Schools Phase 2 program covering 947 schools across the
 three districts of Mumbai, Pune and Kolhapur. The contract, which will
 extend over a period of 5 years from the date of its commencement, is
 valued at Rs. 1,200 million.
 
 We also successfully commissioned the ICT project with the State of
 Nagaland.
 
 Another project with the Government of Gujarat was signed for
 implementing Computer Aided Learning (CAL) for 645 Schools valued at
 about Rs. 264 million covering 645 schools across south Gujarat for a
 period of 5 years. This project involves setting up Computer Aided
 Learning in Secondary and Higher Secondary schools and supply of
 hardware, software, manpower services including Teachers Training and
 maintenance of systems.
 
 We also signed a contract for providing Child Tracking System (CTS)
 with the Assam State Government under the Axom Sarba Siksha Abhijan
 Mission. The project includes providing bi-lingual CTS application and
 supply of ICR survey forms, household survey training,
 
 converting the data digitally and providing support and maintenance for
 1 year.
 
 Similarly, we have entered into a contract with the Government of
 Tripura to provide a Learning Management System (LMS) and for
 developing 100 hours of content in English and Bengali.
 
 CORE K12 Schools
 
 We are initiating many activities under this domain with many small
 projects being implemented with quality products and solutions. This is
 a major step for the Company to create its niche in the domestic
 market, by leveraging its overseas experience and expertise. We have
 undertaken a pilot project for implementing school ERP and maintenance
 for Navodaya Vidhyalaya Samiti, under the Ministry of HRD, Department
 of Education.
 
 We are commissioning a pilot project for Kendriya Vidyalaya Sangathan
 for implementing Quality Improvement Programs and School ERP products,
 implementing Assessment Centre and providing e-learning contents for 25
 Kendriya Vidyalayas. Similar products and services are also provided to
 Navodaya Vidyalaya Samiti, under the Ministry of HRD covering 64
 schools.
 
 We plan to establish a chain of CORE K12 schools in next few years.
 These schools will be established in accordance with existing
 regulations and aff liated to various streams like IB, ICSE, CBSE, etc.
 These schools would aim to provide quality education clubbed with
 special focus on sports, arts and other activities, which would not
 only enable the students for preparing themselves for better prospects
 in their career but also to explore the students hidden talent.
 
 CORE Higher Education
 
 We were awarded a contract by the National Project Implementation Unit
 (NPIU), under the ministry of HRD for providing MIS for monitoring
 technical education quality improvement program for 200 Engineering
 Colleges, setting up data center for hosting MIS, provide MIS training
 for 1,200 users and maintenance for 5 years.
 
 Similar to the schools, we also plan to establish private universities
 for Management Studies, Engineering & Technical. With the passing of
 Private Universities Bill by some States, we believe, this would be 
 another big opportunity for CORE to help the students to imbibe 
 quality higher education.
 
 CORE Skill Development: Vocational Training:
 
 Vocational Training is another area gaining thrust worldwide with
 several ministries coming out with various schemes in vocational
 training for unemployment remediation and meeting the industrys needs
 for skilled man-power. This is another important area of focus for CORE
 as we move forward.
 
 Under the vocational training initiatives, your Company received a
 mandate to assist the Delhi Police to equip its personnel with latest
 IT Skills for approximately 2000 policemen with the basics of IT. This
 initiative will be a part of Crime & Criminal Tracking Network & System
 (CCTNS) program which Delhi Police has undertaken to curb crime in the
 city. The CCTNS is a comprehensive system designed to facilitate
 collection, storage, retrieval, analysis, transfer and sharing of data
 and information between police stations and the State and Central
 Police Organisation.
 
 The Company also signed MOU with Gujarat Knowledge Society to impart
 job-oriented skill up- gradation courses to students from various
 disciplines in colleges across Ahmedabad and Surat districts. This is a
 signif cant step towards educating and enhancing the employment
 potential of youth in Gujarat. The courses will be offered across 18
 verticals covering 400 colleges to cater to a student population of
 about 100,000. We also received approval from the Ministry of Higher &
 Technical Education, Maharashtra, for establishing Industrial Training
 Center (ITC) in Navi Mumbai. This initiative will focus towards skill
 capacity building and plans to address the challenges of skilled 
 manpower in the country by producing trained workforce through a 
 delivery mechanism for industry relevant training programs. The 
 courses to be provided will follow the National Council for Vocational 
 Training (NCVT) in accordance with the guidelines issued by the 
 respective Governments.
 
 Teachers Training, Capacity Building: Your Company has already signed
 a MOU with the University of Oxford for enabling Teachers Capacity
 Building and for Training Teachers in India. This path breaking
 collaboration with the University of Oxford is very critical and
 crucial for the success of the Sarva Shiksha Abhiyaan (SSA), the
 Rashtriya Madhyamik Shiksha Abhiyaan (RMSA) and the Model Schools
 Programs, the main initiatives for improving education in the country,
 by the Government of India. This enables your Company to have a f rst
 mover advantage to tap a signif cant market share which is stated to be
 USD one billion. This collaboration with Oxford University is the f rst
 ever private sector initiative in the f eld of teacher enablement in
 India. The Company has already commenced leveraging this association in
 the domestic market and will see more developments in this regard in
 the immediate future.
 
 OVERSEAS OPERATIONS:
 
 USA Operations
 
 During the year under review, CORE Education & Consulting Solutions
 Inc., USA, one of our main wholly owned subsidiarIes in the US reported
 a turnover of USD 125.87 (Rs. 5,725.33 million) showing an increase of
 19.65% over the previous year. Profit After Tax was USD 16.95 million
 (Rs. 771.07 million) showing an increase of 41.40% over the previous
 year.
 
 ACQUISITIONS
 
 Acquisition of TSI:
 
 Going ahead with the trend of inorganic growth, during the year under
 review the Company through its subsidiaries in the US acquired
 Technical Systems Integrators LLC (TSI), a Georgia based Education
 Solutions Company and Keenan, Keenan & Associates Inc., and a New York
 based Education Consulting Company.
 
 TSI, in operation since 2002, provides Education Solutions and IT
 services, with primary focus on the sales, delivery, installation and
 management of advanced technology assets towards the K-12 and Higher
 Education markets.  TSI assists customers in Cloud Computing,
 Virtualization, selecting systems, designing networks, integrating with
 educational infrastructure, planning and managing networks and other
 infrastructure projects from concept to completion.
 
 The Company is also into providing Asset Recovery and Disaster Recovery
 Solutions to the Education sector. The delivery of world class
 solutions is enabled by TSIs partnerships and alliances with companies
 like Cisco, Dell, Intel, Microsoft, Nortel and Montana State
 University. TSI is also certif ed with Solution Providers like J D
 Edwards, SAP, Oracle and PeopleSoft, enabling seamless delivery of
 solutions across the entire functional spectrum of its customers. TSI
 is both a reseller of hardware products and a major provider of
 services to Dell and Dell clients. TSI has been a major part of the
 foundation for our strategy.
 
 TSIs focus on the K-12 and Higher Education markets covers 100
 districts across 25 States in the US, including California, Florida,
 Maine, Montana, South Dakota, Texas and Virginia. From the University
 of Georgia, to Kaplan University in eight states, to the state of
 Oregon school system, the customer base exceeds 500 educational
 institutions and companies.
 
 Acquisition of Keenan & Keenan Group: Keenan, Keenan & Associates Inc.,
 based in New York, and operating under the business name The
 Employment Store, together with Partners4Growth Inc., provides highly
 skilled and specialized resources, with primary focus on providing
 trained consultants and staff to educational institutions. The Company
 offers a range of services such as Project Management, High Technology
 Services, Business Consulting, Process Re-engineering, Special
 Education Consulting, Para Professional Consulting and Adjunct Services
 like Logistics, Transportation Management and Nutrition Management.
 
 In operation since 1981, the f rm supervises the activities of as many
 as 500 active consultants in a wide range of K-12 and Higher Education 
 Institutions and other business corporations. Prominent Education 
 Clients of Keenan Group includes University of Rochester, Eastman 
 School of Music, University of Rochester School of Medicine and 
 Dentistry, Rochester Institute of Technology, National Technical 
 Institute for the Deaf, State University of New York Geneseo, Rochester 
 City School District, VWR International (The USs leading distributor 
 of scientif c supplies, lab ware and educational aids to K12 and Higher 
 Ed). KKG also serves a number of key clients in other verticals, such 
 as healthcare and pharmaceuticals.
 
 UK OPERATIONS
 
 During the year under review, CORE Educaton & Consulting Solutions Inc,
 UK, one of our main Wholly Owned Subsidiaries in the UK, reported a
 turnover of GBP 6.87 million (Rs. 488.15 million) showing an increase of
 9.31% over the previous year. Profit After Tax was GBP 1.33 million (Rs.
 94.42 million) showing an increase of 36.13% over the previous year.
 
 Acquisitions:
 
 In May 2011, the UK subsidiary acquired ITN Mark Education Ltd.; a UK
 based Education Solutions Company which is a national provider of
 supply teachers and teaching assistants. It contributes towards the
 ultimate goal of making teaching globally competitive in each and every
 sector and is focused on imparting industry relevant training to the
 teachers.  ITN is one of the leading providers of supply teachers and
 teaching assistants in England & Wales to primary and secondary
 schools. It also provides educational consulting services to academies
 and local authorities.  It is 8th largest in size with a 5% market
 share of a total market of GBP 430 million (supply teachers and
 teaching assistant business). It also has a specialized Educational
 Consultancy Services division that works with larger client groups such
 as education authorities, school clusters, academies, private sector
 education providers and a range of other educational institutes.
 
 ITN Mark was acquired from Ochre House Limited, the recruitment
 outsourcing and talent management business backed by NBGI Private
 Equity.Changes in Capital Structure
 
 Authorised Share Capital:
 
 The Authorised share capital of the Company was increased from Rs. 300
 million (comprising of 150 million equity shares of Rs. 2 each) to Rs. 500
 million (comprising of 250 million equity shares of Rs. 2 each) at the
 previous Annual General Meeting.
 
 Allotment of equity shares against conversion of Warrants:
 
 Pursuant to the approval received from the members at the Extra
 Ordinary General Meeting of the Company held on 31 October 2009, the
 Company in accordance and compliance with the Securities & Exchange
 Board of India Issue of Capital and Disclosure Regulation, 2009, issued
 and allotted on preferential basis, 1,00,00,000 (One crore) Warrants to
 CORE Infrapower Limited, forming the part of Promoter Group entitling
 the Warrant-holder to apply for equivalent number of equity shares of Rs.
 2/- each at a price of Rs. 185/- per share (including a premium of Rs.
 183/- per share) to be exercised over a period of 18 months from the
 date of its allotment. In the previous year 2009-10, 48,00,000 shares
 of Rs. 2/- each were allotted on exercise of the equivalent number of
 Warrants and during the year under review, the balance Warrants
 constituting 52,00,000 were exercised and equivalent number of shares
 of Rs. 2/- each were allotted, to the said entity. With this all the
 outstanding warrants were fully exercised and against which equivalent
 number of equity shares were allotted.
 
 Allotment of equity shares against conversion of Foreign Currency
 Convertible Bonds (FCCBs): The Company had issued USD 80 million Zero
 Coupon Foreign Currency Convertible Bonds (FCCB) vide offering
 circular dated 8 April 2007. As on 1 April 2010,
 
 out of the total issue of USD 80 Million Zero Coupon FCCBs bonds worth
 USD 10 million were outstanding for conversion. During the year under
 review the entire outstanding FCCBs aggregating USD 10 million were
 converted and the Company allotted 4,926,380 equity shares of Rs. 2 each
 at a premium of Rs. 80.86 per equity share. With this allotment, the
 entire issue of USD 80 million Zero Coupon Foreign Currency Convertible
 Bonds, were fully converted.
 
 Pursuant to the approval received from the Members at the 24th AGM held
 on 24 September 2009. The company had launched and priced the issue of
 USD 60 Million 7% Convertible Bonds with an upsize option of USD 15
 million, convertible into ordinary / equity shares of the Company. The
 issue was fully subscribed and closed on 6 May 2010, with an aggregate
 issue of USD 75 million. The Bonds mature over a period of 5 years and
 1 day with the maturity date 7 May 2015.  The Bonds carry YTM and
 coupon of 7% p.a. The initial conversion price of the said bonds, was f
 xed at 10% premium over the reference share price of Rs. 247.09
 calculated in accordance with the applicable rule and regulations
 governing the issue, under the guidelines issued by the Reserve Bank of
 India and the Securities and Exchange Board of India in this regard,
 which works out to Rs. 271.80. The f xed exchange rate for the issue was
 USD 1 = Rs. 44.43. During the year under review, bonds worth USD 217,000
 were converted against which the Company had allotted 35,472 equity
 shares of Rs. 2 each at a premium of Rs. 269.80 per equity share. As on 31
 March 2011 the end of the year,USD 74,783,000 bonds were outstanding
 for conversion. However during the period from 1 April 2011 till the
 date of this report the Company had further allotted 1,209,645 equity
 shares of Rs. 2 each against the conversion of USD 7,400,000 bonds at the
 applicable premium with bonds worth USD 67,383,000 outstanding as on
 the date of this report.
 
 CORE Employee Stock Option Scheme: The Company introduced and
 implemented the CORE Employee Stock Option Scheme (the Scheme) in CORE
 ESOS 2007 and CORE ESOS 2009, in accordance with the Securities and
 Exchange Board of India (Employee Stock Option Scheme and Employee Stock 
 Purchase Scheme) Guidelines,1999 (the Guidelines). The detailed 
 disclosure required under the
 relevant guidelines is attached herewith and forms part of this report.
 
 During the year, 272,173 equity shares under CORE ESOS 2007 and 115,320
 equity shares under CORE ESOS 2009, were allotted to the eligible
 employees/ Director.
 
 Considering all the allotments above, during the year 2010 – 2011, the
 paid-up share capital of your Company stands increased from Rs.
 197,192,582/- comprising 98,596,291 equity shares of Rs. 2/- each to Rs.
 218,291,272/- comprising 109,145,636 equity shares of Rs. 2/- each.
 
 SUBSIDIARY COMPANIES AND PARTICULARS REQUIRED UNDER SECTION 212 OF THE
 COMPANIES ACT, 1956
 
 Being a global corporate entity, your Directors believe that the
 Consolidated Results represent the performance of the Company in a more
 comprehensive manner as compared to the stand alone operations. In view
 of that and also as required under the Listing Agreements with the
 Stock Exchanges, a Consolidated Financial Statement of the Company and
 all its subsidiaries are attached and forms part of this report. The
 Consolidated Financial Statement has been prepared in accordance with
 applicable Accounting Standards issued by The Institute of Chartered
 Accountants of India. Details of the subsidiary companies are discussed
 in the Management Discussion & Analysis, forming part of this report.
 
 As per the provisions of Section 212 of the Companies Act, 1956 (herein
 after referred to as the Act), your Company is required to attach the
 Directors Report, Balance Sheet, Profit and Loss Account and other
 information of the subsidiaries to its Balance Sheet.  Government of
 India (Ministry of Corporate Affairs), vide General Circular 2/2011
 dated 8 February 2011 has granted general exemption to all the
 companies from attaching to its Balance Sheet, the individual Annual
 Reports of all its subsidiary companies, as required under Section 212
 of the Act, subject to Board approval and fulf llment of certain other
 conditions.
 
 Your Directors believe that the audited Consolidated Accounts present a
 full and fair picture of the state of affairs and financial conditions
 of the Company and its subsidiaries, as is done globally. A statement
 pursuant to Section 212 of the Companies Act, 1956 relating to the
 Companys interest in subsidiaries is attached to the financial
 statement and forms part of this Report. The annual accounts of these
 subsidiaries and the related detailed information will be made
 available to any Member of the Company seeking such information and are
 also available for inspection by any Member of the Company at the
 Registered office of the Company.
 
 BOARD OF DIRECTORS
 
 As mandated by the Board, Mr. Sanjeev Mansotra, accepted greater
 responsibilities as the Chairman & Global CEO of the CORE Group and
 stepped down from the post of Managing Director of the Company, with
 effect from 1 April, 2011, which will entail and necessitate extensive
 travel across the Middle East, Asia- Pacif c and the African region and
 other continents to explore business opportunities. Mr Mansotra
 continues to be the Chairman of the Board.
 
 Prof. Nigavekar was appointed as an Additional Director by the Board on
 15 April, 2011. At the recommendation of the Remuneration /
 Compensation Committee, the Board approved appointment of Prof. Arun
 Nigavekar as an Executive Director of the Company, at the Board meeting
 held on 26 May, 2011. Resolutions proposing appointment of Prof.
 Nigavekar as an Executive Director of the Company and the terms of his
 appointment have been included in the notice convening the 26th Annual
 General Meeting of the Company for your Consideration.
 
 Ms. Maya Sinha is in association with the company since 14 May, 2010.
 At the recommendation of Remuneration / Compensation Committee, the
 Board approved appointment of Ms. Maya Sinha, as an Executive Director
 of the Company, at the Board meeting held on 10 June, 2011. Resolution
 proposing her appointment as an Executive Director of the Company and
 the terms of her appointment has been included in the notice convening
 the 26th Annual General Meeting of the Company for your Consideration.
 
 We believe that the Company will be immensely benef tted with the
 appointment of Prof. Nigavekar and Ms. Maya Sinha as Executive
 Directors of the Company with their expertise in the areas of their
 operations.
 
 Mr. K C Ganjwal, was appointed as an Additional Director in the
 Category of Non-executive Independent Director with effect from 26
 June, 2011. A notice in writing under Section 257 of the Companies Act,
 1956, has been received from a shareholder signifying the intention to
 propose Mr. K C Ganjwal, as a candidate for the office of Director. The
 proposed resolution has been included in the notice convening the 26th
 Annual General Meeting of the Company for your consideration.
 
 In accordance with the provisions of the Act and the Articles of
 Association of your Company, Mr. Harihar Iyer & Mr. Naresh Sharma,
 Directors of your Company, are retiring by rotation at the ensuing
 Annual General Meeting of the Company and being eligible offer
 themselves for re-appointment, at the said Meeting.
 
 Brief resume of the Directors proposed to be appointed, reappointed,
 nature of his expertise in specif c functional areas and names of
 companies in which they hold directorships and
 memberships/chairmanships of Board Committees, as stipulated in Clause
 49 of the Listing agreement with the stock exchanges are provided in
 the report on Corporate Governance forming part of the annual report.
 
 Directors Responsibility Statement: Pursuant to the requirement under
 section 217(2AA) of the Act, with respect to Directors Responsibility
 Statement, it is hereby conf rmed:
 
 (a) that in preparation of the Annual Accounts, the applicable
 accounting standards have been followed and that no material departures
 have been made from the same;
 
 (b) that 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 and of the Profit of the
 Company for the year;
 
 (c) that they have taken proper and suff cient care 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;
 
 (d) that they have prepared the annual accounts on a going concern
 basis.
 
 HUMAN RESOURCE MANAGEMENT:
 
 COREans are the key resources of our company. The company has been able
 to create and continuously improve a favorable work environment that
 keeps engaging employees across levels.
 
 Our HR is also actively involved in organizing other signif cant and
 well received employee engagement initiatives viz. CORE Cricket Premium
 League, CORE Football Tournament, CORE Annual Table Tennis and Carrom
 Tournament. We also celebrate Cultural event on various occasion on
 Independence Day – Colours of India, Picnics, Womens Day
 Celebrations etc.
 
 To connect our employees in the CORE family across the globe, we
 started and launched CORE Connect, a bi-monthly magazine to share
 experience and other happenings across all our offices. This is an
 exciting platform that connects all the COREans on the latest
 happenings in CORE across the globe.
 
 As the journey continues, COREs HR policies and processes continues to
 be aligned to effectively drive its expanding businesses at a global
 level and make inroads into emerging opportunities. Initiatives further
 planned at reaching out to employees across levels as well as locations
 through training and engaging initiatives. Ourhuman resources 
 management process continuously keeps in pace with our
 business and we keep attracting and retaining high caliber employees.
 
 With the aim of creating a sense of ownership among the employees
 within the organization, the Company has been introducing Employee
 Stock Option Scheme from time to time to reward the employees. The f
 rst scheme was introduced in 2007 and in 2009 another such scheme was
 introduced. The schemes are in accordance with the existing guidelines
 issued by the Securities and Exchange Board of India as amended from
 time to time.
 
 Credit Ratings:
 
 Company has been assigned A1 rating by ICRA for short term borrowings
 indicating highest credit quality. The Company was also rated CARE A+
 by Credit Analysis & Research Ltd. (CARE) for long term
 borrowings/debts.
 
 BEST PRACTICES:
 
 Your Company continues to be an ISO 9001:2008 organization and also
 maintains CMMi Level 3 certif cation and is upgrading itself for CMMi 5
 level certif cation.
 
 CORPORATE GOVERNANCE:
 
 The Company endeavors to attain highest values of Corporate Standards.
 The Company has adhered to the requirements set out by the Securities
 and Exchange Board of Indias Corporate Governance practices and has
 implemented all the stipulations prescribed, in the Clause 49 of the
 Listing Agreement with Stock Exchanges. The Report on Corporate 
 Governance as stipulated under Clause 49 of the Listing Agreement 
 forms part of the Annual Report.
 
 The Chairmans declaration regarding compliance with CPTL Code of
 Conduct for Directors and Senior Management personnel forms part of
 report on Corporate Governance.
 
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Management Discussion and Analysis for the year under review, as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges is presented as a separate section forming part of this
 Annual Report.
 
 AUDITORS AND AUDITORS REPORT:
 
 M/s Chaturvedi & Shah, Chartered Accountants and M/s Asit Mehta &
 Associates, Chartered Accountants, the Joint Statutory Auditors of the
 Company, hold office until the conclusion of the ensuing Annual General
 Meeting and are eligible for re-appointment.
 
 The Company has received conf rmations from the auditors to the effect
 that their re-appointment, if made would be within the prescribed
 limits under Section 224(1B) of the Companies Act, 1956 and that they
 are not disqualif ed for such reappointment within the meaning of
 Section 226 of the said Act.
 
 The notes to Accounts referred to in the Auditors Report are
 self-explanatory and therefore do not call for any further Comments.
 
 FIXED DEPOSITS:
 
 The Company has not accepted any deposits from the public within the
 meaning of Section 58A of the Act and as such, no amount of principal
 or interest was outstanding on the date of the Balance Sheet.
 
 EMPLOYEE PARTICULARS:
 
 In terms of the provisions of Section 217(2A) of the Act, read with
 (Particulars of Employees) Rules 1975 as amended, the names and other
 particulars of employees forms part of the Directors Report.
 
 However, having regard to 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. Any member interested in obtaining such particulars may write
 to the Company Secretary at the registered office of the Company.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUT GO:
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo as required under Section 217(1)(e)
 of the Companies Act, 1956 read with Companies (Disclosure of
 particulars in the report of Board of Directors) Rules, 1988 are
 provided in the Annexure I to this report.
 
 TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EEDUCATION PROECTION
 FUND (IEPF):
 
 During the year there were no amounts which remained unpaid / unclaimed
 for a period of 7 years and which were required to be transferred by
 the Company to the Investor Education and Protection Fund established
 by the Central Government pursuant to Section 205C of the Companies
 Act, 1956.
 
 ACKNOWLEDGEMENTS:
 
 We thank our customers, investors, bankers and other stakeholders for
 their continued support during the year. We place on record our sincere
 appreciation of the contribution made by employees at all levels. Our
 consistent growth was made possible by their hard work, solidarity,
 cooperation and support and look forward to their continued support.
 
                                          For and on behalf of the Board
 
 Place: Mumbai                                          Sanjeev Mansotra
 Date: 10 June 2011                                             Chairman