Core Projects & Technologies Ltd

The are delighted to present our 23rd Annual Report and Audited Accounts
 for the year ended March 31, 2008. This year your Company achieved an
 important milestone of achieving Consolidated Annual Revenues in excess
 of USD 100 million.
 
 FINANCIAL RESULTS AND OPERATIONS:
 
                                                  (Rs in Millions)
                                     2007-08   2006-07  2007-08  2006-07
 
 Gross Income                       4,529.90  1,964.48  2,053.97  702.46
 Expenses                           3,551.27  1,592.87  1,539.24  567.72
 Profi t Before tax                   978.67    371.61    514.73  134.74
 Provision for tax (current)         (120.40)   (31.12)   (58.47) (13.00)
 Provision for tax (deferred)          (7.01)    (3.50)    (7.01)  (3.54)
 Fringe Benefi ts Tax                  (3.43)    (1.35)    (3.43)  (1.00)
 Provision for Taxes on dividends      (2.82)    (1.11)    (2.82)  (1.11)
 Tax on Interim Dividend                   -     (0.77)        -   (0.77)
 Profi t after Tax                    845.01    333.75    443.00  115.31
 Tax adjustments of earlier years      (0.19)    (0.01)    (0.19)  (0.01)
 Opening Balance in Profit 
 and Loss Account                     323.31     66.83    109.41   48.17
 Profit available for Appropriation 1,168.13    400.56    552.31  163.47
 Minority Interest                         -    (13.46)        -       -
 Interim Dividend                          -     (5.50)        -   (5.50)
 Proposed Dividend                    (16.59)    (6.97)   (16.59)  (6.97)
 Goodwill on Merger                   133.93    (41.49)        -  (41.49)
 Goodwill Excess accounted                 -     (9.81)        -       -
 Balance carried to Balance Sheet   1,017.61    323.31    535.00  109.49
 
 CONSOLIDATED RESULTS OF OPERATIONS
 
 We believe that the Consolidated Financial Statements present a more
 comprehensive picture as compared to the standalone financial
 statements. We applied to the Ministry of Corporate Affairs, Government
 of India and sought exemption from the requirement to present financial
 statements of each subsidiary. The Ministry of Corporate Affairs,
 Government of India granted the requisite exemption under pursuant
 Section 212(8) of the Companies Act, 1956 vide its letter dated March
 12, 2008 details of which are provided elsewhere in this report.
 
 On a Consolidated Basis, Total Revenue increased to Rs. 4,529.90
 million from Rs. 1,964.48 million for the previous financial year,
 showing an increase of 130%. Profit Before Taxes increased by 163.36%
 to Rs. 978.67 million from Rs. 371.67 million and Profit after Taxes
 increased by 153% to Rs. 845.01 million from Rs. 333.75 million.
 
 On a Standalone Basis, Total Revenue increased to Rs. 2,053.97 million
 from Rs. 702.46 million for the previous financial year, showing an
 increase of 192.39%. Profit Before Taxes increased by 282% to Rs.
 514.73 million from Rs. 134.74 million and Profit after Taxes increased
 by 284% to Rs. 443.00 million from Rs. 115.31 million.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of 10% i.e. Re. 0.20
 per Equity Share on 82,941,351 Equity Shares of Rs. 2 each for the
 financial year ended March 31, 2008, for approval by the members at the
 ensuing Annual General Meeting.  The total outflow on account of
 Dividend inclusive of Dividend Tax would be Rs. 19.41 million.
 
 The Company follows a policy of paying stable dividend linked to
 consistent performance, while at the same time keeping in view the need
 to finance growth plans through internal accruals. This will eventually
 lead to increased shareholder value and higher returns.
 
 CHANGES IN SHARE CAPITAL
 
 Sub-division of Equity Shares
 
 With your consent accorded through Postal Ballot, the results of which
 were declared on April 5, 2007, each Equity share of face value of
 Rs.10/- was divided into 5 shares of Rs. 2/- each. Accordingly the
 Authorised Share Capital stands revised to Rs. 300,000,000 divided into
 150,000,000 Equity shares of Rs. 2/- each.
 
 Issue of Foreign Currency Convertible Bonds (FCCB)
 
 In May 2007, the Company issued Zero Coupon Foreign Currency
 Convertible Bonds (FCCBs) aggregating to USD 80 million.  The said
 Bonds are convertible at any time after the date of issue but on or
 before 2 May 2012 in accordance with the terms of issue of the Bonds.
 The said Bonds were issued at a premium of 40% over the market price
 prevailing just before the issue.  The exchange rate fixed for the
 issue was Rs. 40.82 per USD. In accordance with the terms of issue the
 outstanding Bonds are convertible at Rs. 165.72 per equity share of the
 face value of Rs.2/- subsequent to the sub-division of the face value
 from Rs. 10/- per equity share to Rs. 2/- per equity share. The said
 bonds are listed on the Singapore Stock Exchange (SGX).
 
 After the date of issue and up to March 31, 2008, FCCBs aggregating USD
 48 million have been converted against which 11,823,306 equity shares
 of Rs. 2/- each were issued and allotted.
 
 The proceeds from the said issue were utilized towards strategic
 acquisitions made by the Company in the Education domain in U.K. and
 USA and to set-up a world-class global delivery center christened as
 “CORE KNOWLEDGE CENTER” in the close vicinity of the existing Global
 Delivery Center situated at Navi Mumbai.
 
 Pursuant to the conversion notices received from the Bondholders, the
 Company allotted 11,823,306 Equity shares of Rs. 2/- at a
 pre-determined rate of Rs.165.72 per equity share, which leaves FCCBs
 of USD 32 million pending for conversion.
 
 Allotment of Equity Shares
 
 During the year the Company allotted 1,350,000 Equity Shares of Rs.2
 each towards the acquisition of balance 24% stake in Enterprise
 Computing Services Inc., (ECS) thereby making ECS a Wholly-Owned
 Subsidiary of the Company.
 
 Pursuant to this allotment the total paid up capital of the Company
 stands enhanced to Rs. 165,882,702 comprising of 82,941,351 Equity
 Shares of Rs. 2/- each.
 
 Preferential Allotment of Warrants
 
 The Company issued and allotted 10,000,000 Warrants to Wisdom Global
 Enterprises Limited (formerly Wisdom Trading Limited) the Promoter of
 the Company on a preferential basis, entitling the Warrant-holder to
 apply for 10,000,000 Equity Shares of Rs. 2/- each at a price of Rs.
 200/-per share (including a premium of Rs. 198/- per share) on exercise
 of the Warrants over a period of 18 months from the date of its
 allotment. This issue and allotment was pursuant to the approval
 received from the members at the Extra-Ordinary General Meeting held on
 October 29, 2007
 
 Further the Company also allotted 450,000 Warrants to TGS Investment &
 Trade Pvt. Ltd., the Private Equity Arm of the A.V.  Birla Group,
 entitling them to apply for 450,000 Equity Shares of Rs. 2 each at a
 price of Rs. 305/- per share (including a premium of Rs. 303/- per
 share) on preferential basis in accordance with and pursuant to consent
 accorded by the members at the Extra Ordinary General Meeting of the
 Company held on February 27, 2008. The said warrants are exercisable
 over a period of 18 months from the date of its allotment.
 
 The terms of issue, the object of the issue and other details relating
 to the said allotments were specified in the respective notices’
 convening the Extra-ordinary General Meetings. The said issues are in
 accordance with the guidelines prescribed by the Securities and
 Exchange Board of India.
 
 SUBSIDIARIES, ACQUISTIONS & MERGERS
 
 Acquisitions in the United Kingdom
 
 To complement and strengthen the product and services offerings and to
 meet customer expectations worldwide, your Company continued its
 acquisitive growth strategy during the current year on the
 International Front. This strategy has further enhanced the inherent
 strengths of your Company.
 
 We incorporated a Wholly Owned Subsidiary in the United Kingdom, “CORE
 PROJECTS & TECHNOLOGIES (UK) LTD.” (CORE UK) during the year.
 
 CORE UK acquired the ongoing business of the education division of
 Azzuri Communications Limited, (UK). Azzuri (subsequently rechristened
 “Core Education”) works to increase educational attainment through the
 innovative use of technology. Its technology solutions help teachers
 teach and the learners learn. Azzuri has a history of over a decade of
 delivering a wide range of technology products, services and
 educational software to over 1,000 schools in the UK and 12 local
 authorities in the UK. Azzuri is one of the select Companies in the UK
 that has been awarded all the four BECTA Accreditations for Interactive
 Technologies, Network Installations, Internet Safety, together with a
 strong portfolio of recognized industry accreditations. These BECTA
 Accreditations were transferred to CORE UK, post acquisition.
 
 Through Core UK, we also acquired 100% ownership of the Hamlet Computer
 Group Ltd., founded in 1973. Hamlet has a wealth of experience in the
 provision of high quality I.T. Systems to prestigious organizations
 around the world.
 
 Hamlets clients include National Examinations Authorities in the UK,
 Africa and the Caribbean as well as professional bodies, including
 British Medical Colleges, and leading charitable organizations. Some of
 the high profile clients of Hamlet include The British Council, The
 British Safety Council, British Red Cross Society, Royal College of
 Physicians, Royal Institute of Public Health & Hygiene and Society of
 Public Health, Royal College of Surgeons, The University of London,
 Chartered Institute of Management Accountants, Caribbean Examinations
 Council, Ministry of Education (Bahamas), Ministry of Education
 (Jamaica), Department of Examinations Sri Lanka, Examinations Council
 of Zambia, Ghana National Office of the West African Examinations
 Council, Kenya National Examinations Council, National Organisation for
 Examinations (Ethiopia), Rwanda National Examinations Council,
 Ministerio da Educacaoe Cultura, Mozambique, Ministry of Educations
 (Cayman Islands), Uganda National Examinations Board etc.
 
 To further enhance the presence in the UK, Core UK acquired Symbia
 Limited. Founded in 1994, Symbia is a leading IT Consulting company
 working in the public and private sectors and specializes in management
 consultancy and IT solutions development, especially procurement and
 programme management. Symbia’s clients in the UK include: The Home
 Office, Ministry of Justice, Office of Government Commerce, Scottish
 Executive, Westminster City Council, London Underground, Transport for
 London (TfL) and the Ministry of Defence.
 
 During the year 2007-08 CORE UK contributed Rs. 466.78 million to the
 top line and Rs. 25.77 million as Net Profit after Tax on a
 consolidated basis.
 
 Acquisitions in the United States
 
 During the year the Company acquired the balance 24% of the common
 stock in Enterprise Computing Services Inc. (ECS) and made it a
 wholly-owned subsidiary of the Company.
 
 CORE has already created a space by operating in 7 States in the US
 during last two years. In line with the Company’s efforts of Expansion
 and Diversifi cation your Company acquired the Global businesses of
 K.C. Management Group (KCMG) together with its 3 wholly-owned
 subsidiaries, with these acquisitions, CORE now operates in 21 States
 in the US.
 
 KCMG is one of the top US Education Management Companies who are key
 advisors to many states and local school districts.  The acquisition of
 KCMG is a strategic fit as it provides the Company with the right blend
 of expertise in Management, processes and best practices in the
 education domain. KCMG currently provides services to school systems in
 the states of California, IIIinois, Minnesota, Florida, Georgia, South
 Carolina, Tennessee, Texas, Massachusetts, Ohio etc. KCMG is a trusted
 advisor to many education and Government entities providing a
 comprehensive spectrum of services in system integration,
 implementation of Student information system, Curriculum systems,
 Special Education systems, business consulting, Information Technology,
 Quality Assurance and Organizational Development.
 
 Mergers
 
 To create economies of scale in operations and administration, it was
 decided to merge all the existing subsidiaries in the US viz. except
 HCL Systems Inc. (a stepdown subdiary of KCMG) into K.C. Management
 Group Corporation. The merged entity is now renamed as “CORE Education
 & Consulting Solutions Inc.”
 
 During this year the combined CORE Education & Consulting Solutions
 Inc. (Formerly K.C. Management Group Inc.) contributed Rs. 2,413.91
 million to the Gross Revenue and Rs. 325.99 milliion as Net Profit
 After Tax on a consolidated basis.
 
 The Company hopes to achieve market leadership position in the Global
 Education space with these acquisitions. With the introduction of
 several new products, the Company will establish itself as an
 end-to-end solutions provider in the Global Education space.
 
 Having successfully acquired companies and integrated them, your
 Company is poised for fast track growth. Your Company would continue to
 explore proposals for acquisitions which would help meet the market
 demands and grow its business by meeting gaps in products and solutions
 offered by the Company and expanding its reach across geographies.
 
 CORE Projects & Technologies FZE
 
 During the year CORE FZE contributed Rs. 199.69 million of Gross
 Revenue as compared to Rs. 180 million during the previous year with
 Net Profit After Tax of Rs. 50.09 million as compared to Rs.43.36
 million during the previous year.
 
 OPERATIONS
 
 A.  Domestic Operations
 
 i) Infrastructure
 
 In line with the Company’s strategy to build World-Class facilities in
 India to service Global Clientele, we are in the process of developing
 a 175,000 square feet state of the art facility at Mahape, Navi Mumbai
 christened as “CORE KNOWLEDGE CENTER”. This facility is capable of
 servicing approximately 1,200 personnel and will enable your Company to
 scale up its operations to meet future demands. The first stage of
 delivery will create space to house approximately 400 personnel and
 will include a CAVE lab. This is expected to become operational by
 August 2008.
 
 ii) Exports
 
 Exports from the Offshore Development Center increased to Rs. 726.44
 million, as compared to Rs.167.84 million in the previous year. The
 growth was largely driven by satisfactory progress made by our
 subsidiaries in the USA and UK during the year. Most of the product
 development and project execution work is being migrated to our ODC,
 leading to reduce operational costs, making our products competitive in
 the global markets. The current year’s outlook is expected to be
 stable. Existing businesses is expected to grow at a steady pace.
 
 iii) Domestic Business
 
 SSA Projects
 
 Education for All” - Sarva Shiksha Abhiyan - figures very high on the
 priority of Government of India. As of now, offerings from private
 sector for the execution of this project have been limited to some very
 basic things, like providing books, multi media material and others. We
 have already made a mark in the US, UK and Africa by servicing various
 state departments and universities in the education space for the last
 15 years. During the current year, your Company expects to offer its
 suite of products and solutions to the Indian education sector. A
 signifi cant step has already been taken in this direction with the
 completion of the Child Tracking System and Program Management
 Information System project of the Jharkhand State Government.
 
 In recognition of the contribution made by your Company in the
 implementation of the Sarva Siksha Abhiyan Project, the Government of
 Jharkhand awarded your Company the “Wisitex Jharkhand Education IT
 Ratna” for its outstanding performance in implementation of the
 software solutions to monitor various activities under the program.
 
 Projects in the Public Private Partnership (PPP) segment
 
 With a basket of products that are Globally recognized and accepted,
 your Company is poised to gather significant momentum in the Domestic
 PPP Education segment. Various proposals are at advanced stages of
 negotiation and your Company is confident of making significant
 breakthroughs during the current year.
 
 iv) Management
 
 Your Company has significantly ramped up its management bandwidth
 during the current year. The acquisitions have brought into the company
 highly experienced professionals, each with more than two decades of
 experience in the Global Education markets. We also appointed
 experienced professionals as CEO, CTO, COO and VP - HR ™ during the
 current year. It is our constant endeavor to ensure that the best Human
 Talent is brought into the Company and retained.
 
 v) Best Practices
 
 We are already an ISO 9001:2000 Company. In line with your Company’s
 desire to follow Best Practices, we were successfully assessed for the
 CMMi Level 3 Certification.
 
 B.  International Operations
 
 Your Company’s international Education operations got a significant
 boost with the acquisitions made during the year. We now have a
 presence in 21 States in the USA, and more than 1,000 schools and 12
 Local Authorities in the UK, in addition to eight African countries and
 3 Carribbean countries. International operations are expected to grow
 steadily.
 
 ALLIANCES AND NEW INITIATIVES
 
 The Center of Higher Learning and CAVE Technology
 
 Your Company signed a prestigious Memorandum of Understanding with the
 Centre of Higher Learning (CHL) located at the NASA John C. Stennis
 Space Center, Mississippi, administered by the University of Southern
 Mississippi. CHL leads a consortium of universities and community
 colleges in providing training and education to the Stennis workforce.
 This project in Higher Education using Space Age Technology developed
 by CHL will provide a stepping stone for the Company to develop
 additional business in the Education Domain. The advanced Cave
 Automatic Virtual Environment (CAVE) technology is being used in
 various fields of Education including Biology, Anatomy, Chemistry,
 Molecular Science, Physics, Medical, Engineering, and other Vocational
 subjects. This technology will be used to develop a substantial library
 of Immersive 3D Education Software. Your Company has already deputed
 its Engineers for being trained by CHL and plans to create a set of 200
 such professional engineers.
 
 Your Company also signed a Memorandum of Understanding with the Indira
 Gandhi National Open University (IGNOU) for setting up CAVE
 Visualization Learning Centers at IGNOU centers across India.
 
 This project of the Company with IGNOU will change the landscape of
 instructional technology and significantly improve the efficacy of
 learning materials, thus enhancing the quality of education and helping
 the education system to churn out professionals of the highest caliber,
 matching international standards.
 
 Tie-up with IL & FS Education Technology Services Ltd.
 
 During the year the Company also signed a MOU with IL & FS Education
 Technology Services Ltd. (IETS) an affiliate of IL & FS Ltd. to jointly
 develop and market education solutions in India and the US. The MOU
 focuses on delivering interactive teaching and learning solutions to
 schools across the socio-economic spectrum, on a PPP/BOOT basis.
 
 Tie-up with IBM
 
 IBM, a worldwide leader in Information Technology, has entered into a
 strategic tie-up with your Company for providing IT solutions in
 multiple areas of education and government offerings, including Sarva
 Shiksha Abhiyan. Your Company offers solutions in compliance, data
 gathering, reporting assessment and analysis. In this context, your
 Company and IBM will work together to innovate and provide IT solutions
 in the Government and education space. Through this initiative CORE’s
 solutions will be henceforth available on IBM platform and will embrace
 Service Oriented Architecture (SOA) with Open standards that are truly
 interoperable and scalable.
 
 IBM, the preferred solution provider for many federal and state
 governments at global level, has played a pioneering role in taking
 various government initiatives to fruition. The Company sees value in
 having its products customized and made available on IBM platform.
 
 Awards and Recognitions
 
 CORE ranked 2nd in the Deloitte Awards for Technology Fast 50 - India
 2007. This award was conferred in November 2007.
 
 CORE was honored with a “Special Jury Award” at the e-India 2007
 Conference for outstanding work at school and rural level under the SSA
 Program. It was conferred by the Ministry of Human Resource
 Development, Government of India in August 2007.
 
 CORE was also awarded the “Wisitex Jharkhand Education IT Ratna” in
 February 2008, for its outstanding performance in implementation of the
 software solutions to monitor various activities under the program in
 the State of Jharkhand through a project granted under the competitive
 bidding system.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the accounting standard AS-21 on Consolidated
 Financial Statements read with AS - 23 on Accounting Standard on
 Accounting on Investments in Associates, your Directors provide the
 audited Consolidated Financial Statements in the Annual Report.
 
 Particulars required under Section 212 of the Companies Act, 1956.
 
 During the year the Company created following subsidiaries:
 
 1.  CORE Education & Consulting Solutions Inc. (Formerly KC Management
 Group Corporation), USA
 
 2.  HCL Systems Inc., USA (wholly-owned subsidiary of Core Education &
 Consulting Solutions Inc.
 
 3.  Core Projects & Technologies FZE., Sharjah
 
 4.  Aarman Software Pvt. Ltd., India
 
 5.  Core Projects & Technologies (UK) Ltd.
 
 6.  Symbia Ltd., UK (wholly-owned subsidiary of Core Projects &
 Technologies (UK) Ltd.)
 
 7.  Hamlet Computer Group Ltd. (wholly-owned subsidiary of Core
 Projects & Technologies (UK) Ltd.)
 
 A statement pursuant to Section 212 of the Companies Act, 1956 relating
 to subsidiary companies is attached to the accounts.
 
 In terms of the exemption granted by the Central Government under
 Section 212(8) of the Companies Act, 1956, vide its letter dated March
 12, 2008 the Audited Statements of Accounts and the Auditors’ Reports
 thereon for the year ended March 31, 2008 along with the Reports of the
 Board of Directors of the Company’s subsidiaries have not been annexed.
 
 The Company will make available these documents upon request by any
 member of the Company interested in obtaining the same. However, as
 directed by the Central Government, the financial data of the
 subsidiaries have been furnished under ‘subsidiary companies
 particulars’ forming part of the Annual Report. Further, pursuant to
 Accounting Standard AS - 21 issued by the Institute of Chartered
 Accountants of India, Consolidated Financial Statements presented by
 the Company in this Annual Report includes the financial information of
 its subsidiaries
 
 HUMAN RESOURCE MANAGEMENT
 
 The strength of CORE has always been its employees. The Company has set
 up a scalable recruitment and Human Resources Management process, which
 enables us to attract and retain high caliber employees. We believe in
 being an equal opportunity employer. The attrition rate at CORE was
 between 10%-15% as compared to average of 25%-30% at the industry
 level.
 
 We strongly believe in employee bonding and a number of events were
 organized to improve such bonding. We celebrate our annual day
 function; we conduct inter-department cricket, tennis and carom
 tournaments and celebrate major festivals throughout the year with all
 our employees. We believe that continuous learning on the job is a
 major step in an employee being retained in the organization and with a
 view to this we have regular technical training and behavioral training
 workshop to expose our employees to newer technologies and to enhance
 their inherent skills and knowledge.
 
 Employee Stock Option Scheme
 
 We formulated an Employee Stock Option Scheme to enable our employees
 to participate in the future growth and success of the Company. Under
 the scheme 4,500,000 options can be granted to employees. The Employee
 Stock Option Scheme is in accordance with the Securities and Exchange
 Board of India (Employee Stock Options and Employee Stock Purchase
 Scheme) Guidelines, 1999. The eligibility and number of options to be
 granted to an employee is determined on the basis of the employee’s
 work performance and as approved by the Board/Remuneration &
 Compensation Committee.
 
 The Remuneration/Compensation Committee granted 3,800,840 options under
 the scheme at three meetings held on June 14, 2007, December 7, 2007
 and March 13, 2008 to the eligible Directors and employees of the
 Company and its Subsidiaries.  Total options in force as on 31st March
 2008 after considering resignations and surrender are 2,244,795
 options.
 
 The details of stock options granted by the Company are disclosed in
 compliance with the Securities Exchange Board of India (Employee Stock
 Option Scheme and Employee Stock Purchase Scheme) Guidelines and are
 set out in a separate Annexure III forming part of this report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your Company believes that society is one of its important stakeholders
 and approaches its social responsibilities as a corporate citizen in
 much the same way it approaches the rest of its business. This year,
 your Company donated furniture and fixtures to “PRATHAM” a NGO
 providing services in the education sector, valued approximately at Rs.
 15.45 lac.
 
 CORPORATE GOVERNANCE
 
 Report on the Corporate Governance forms an integral part of this
 Report. The Certificate from the Auditors certifying compliance with
 the conditions of Corporate Governance as stipulated in Clause 49 of
 the Listing Agreement with Stock Exchanges is annexed with the report
 on Corporate Governance.
 
 The Chairman and Managing Director’s declaration regarding compliance
 with your Company’s 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.
 
 BOARD OF DIRECTORS
 
 Mr. Nikhil Morsawala Director of the Company retires by rotation at the
 ensuing Annual General Meeting, and being eligible, offers himself for
 re-appointment.
 
 Mr. Awinash Arondekar, Mr. M. N. Nambiar, Mr. Harihar Iyer, Mr. Raj
 Narain Bhardwaj and Mr. Bharat Banka were appointed as Additional
 Directors during the year.
 
 Mr. Arondekar, Mr. Nambiar, Mr. Iyer, Mr. Bhardwaj and Mr. Banka hold
 office up to the date of the forthcoming Annual General Meeting.
 
 The Company has received notices from members under Section 257 of the
 Companies Act, 1956, signifying their intention to propose Mr.
 Arondekar, Mr. Nambiar, Mr. Iyer, Mr. Bhardwaj and Mr. Banka as
 candidates for the office of Director.
 
 Brief resume of the Directors proposed to be appointed/reappointed,
 nature of their expertise in specifi 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.
 
 AUDITORS
 
 M/s. Engineer & Mehta, Chartered Accountants and P. Murali & Co.,
 Chartered Accountants, the present joint Statutory Auditors of the
 Company who retire at this Annual General Meeting have intimated to the
 Company that they do not wish to seek re-appointment as Joint Statutory
 Auditors of the Company pursuant to their retirement at the forthcoming
 Annual General Meeting.
 
 In view of the above and based on the recommendations of the Audit
 Committee, the Board of Directors has at its meeting held on June 27th,
 2008, proposed the appoinment of M/s. Chaturvedi & Shah, Chartered
 Accountants & M/s. Asit Mehta & Associates, Chartered Accountants, as
 the Joint Statutory Auditors of the Company in the place of the
 retiring Joint Statutory Auditors M/s. Engineer & Mehta and M/s. P.
 Murali & Co., Chartered Accountants and further recommended subject to
 approval by members to appoint such qualifi ed person to audit the
 accounts of the branch offices of the Company outside India.
 
 The Company has duly received communication from both the proposed
 statutory auditors that their appoinment if made shall be within the
 limits prescribed under section 224 of the Companies Act, 1956 (the
 Act) and they do not suffer any disqualifi cations as laid down in
 Section 226 of the Act.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposits from the public within the
 meaning of Section 58A of the Companies Act, 1956 and as such, no
 amount of principal or interest was outstanding on the date of the
 balance sheet.
 
 EMPLOYEE PARTICULARS
 
 Particulars of employees as required under Section 217(2A) of the
 Companies Act, 1956 and the Companies (Particulars of Employees) Rules
 1975 as amended forms part of this report. However, in pursuance of
 Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being
 sent to all the shareholders of the Company, excluding the aforesaid
 information. The members 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 as prescribed under sub-section (1)(e) of Section 217
 of the Companies Act, 1956 read with Companies (Disclosure of
 particulars in the report of Board of Directors) Rules, 1988 are given
 as an Annexure I to this report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Directors confirm:
 
 (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 sufficient 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 .
 
 TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION
 FUND
 
 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
 
 Your Directors wish to express their appreciation for the assistance
 and co-operation received from the Financial Institutions, Banks, the
 Government Authorities in India and overseas, its customers, vendors,
 stakeholders and members. Your Directors also wish to place on record
 their sense of appreciation for the committed services of all the
 employees of the Company, whose hard work and dedication has made it
 possible for the Company to reach greater heights.
 
                                      For and on behalf of the Board
 
                                                  Sanjeev Mansotra
                                         Chairman & Managing Director 
 Place: Navi Mumbai 
 Date : 27th June, 2008