Dear Members,
 
 The Directors are pleased to present their Eleventh Annual Report
 along with the audited annual accounts for the financial year ended
 March 31, 2011
 
 1.  Financial Highlights
 
 Consolidated Financial Information of eClerx Services Limited and its
 Subsidiaries is as follows:
 
                                           (Rupees in million)
 
 Particulars                                FY2011         FY2010
 
 Income from Services                     3,421.03       2,570.21
 
 Other Income                                75.51          54.17
 
 Total Revenue                            3,496.54       2,624.38
 
 Operating Expenses                       1,910.60       1,726.29
 
 EBITDA                                   1,585.94         898.09
 
 EBITDA %                                    45.36%         34.22%
 
 Depreciation and Goodwill                   91.25          69.94
 
 Amortisation
 
 Earnings before Exceptional              1,494.69         828.15
 Items, Interest, & Tax
 
 Diminution in value of Long                102.74              -
 Term Investment
 
 Taxes                                      167.56          92.78
 
 Net Profit after Tax                     1,224.39         735.37
 
 NPM%                                        35.02%         28.02%
 
 On a consolidated basis the total income increased to Rs. 3,496.54
 million from Rs. 2,624.38 million in the previous year at a growth rate
 of 33.23%. The EBITDA amounted to Rs. 1,585.94 million (45.36% of total
 revenue) as against Rs. 898.09 million (34.22% of total revenues). The
 Company earned Net Profit After Tax (PAT) of Rs. 1,224.39 million for
 the year as against Rs. 735.37 million during the previous year
 registering Year on Year (YoY) growth of 66.50%.
 
 2.  Information on status of Company''s affairs
 
 Information on operational and financial performance, etc., is also
 provided in the Management Discussion and Analysis Report, which is
 annexed to the Director''s Report and has been prepared in compliance
 with the terms of Clause 49 of the Listing Agreement entered into with
 Indian Stock Exchanges.
 
 3.  Dividend
 
 After considering the Company''s profitability, cash fow and overall
 financial performance, your Directors are pleased to recommend a final
 dividend of Rs. 22.50 (225%) per share. The total quantum of dividend
 if approved by the Members, will be Rs. 649.22 million while Rs. 105.32
 million will be paid by the Company towards dividend distribution tax
 and surcharge on the same.
 
 The Company paid out a total dividend of Rs. 17.50 per share (175%)
 during the year ended March 31, 2010.
 
 The register of members and share transfer books will remain closed
 from August 17, 2011 to August 24, 2011 (both days inclusive) for the
 purpose of ascertaining entitlement for the said final dividend. The
 Eleventh Annual General Meeting of the Company is scheduled to be held
 on August 24, 2011.
 
 4.  Transfer to Reserve(s)
 
 The Company proposes to transfer Rs. 131.50 million to the General
 reserve out of the amounts available for appropriations and an amount
 of Rs. 225.17 million is proposed to be retained in the Profit and Loss
 Account out of current year''s profits.
 
 5.  Increase in Authorised Share Capital and issue of Bonus Equity
 Shares
 
 The Board of Directors of the Company vide resolution passed on June 7,
 2010 accorded its consent, subject to members'' approval, for increase
 in authorised share capital of the Company from Rs. 300 million divided
 into 30,000,000 Equity Shares of Rs. 10 each to Rs. 500 million divided
 into 50,000,000 Equity Shares of Rs. 10 each. The Board of Directors
 vide resolution passed on the said date also recommended issue of bonus
 Equity Shares in the ratio of one fully paid-up bonus Equity Share of
 Rs. 10 each for every two Equity Shares of Rs. 10 each held and
 consequent capitalisation of free reserves of the Company. The Members
 of the Company accorded their consent for the aforesaid proposals for
 increase in authorised share capital and ssue of bonus Equity Shares by
 capitalisation of free reserves, by way of postal ballot, result of
 which was announced on July 14, 2010. The record date for the purpose
 was fixed as July 26, 2010. Accordingly the bonus Equity Shares were
 allotted on July 28, 2010
 
 6.  Raising of Long Term Funds and Increase in Borrowing Limits
 
 The Board of Directors of the Company vide resolution passed on
 December 16, 2010 accorded its consent, subject to the Members''
 approval for raising of long term funds by way of issue of securities,
 inter-alia, under section 81(1A) of the Companies Act, 1956 upto an
 amount of Rs. 5,000 million. The Board of Directors vide resolution
 passed on the said date also accorded its consent, subject to the
 Members'' approval for increasing limits on borrowing and creation of
 charges upon Company''s properties, inter-alia, under Section 293(1)(d)
 and Section 293(1) (a) respectively of the Companies Act, 1956 upto Rs.
 5,000 million. The Members of the Company accorded their consent for
 the aforesaid proposals for raising of long term funds, including but
 not limited to via qualified institutional placement, increasing of
 borrowing limits and creation of charges by way of postal ballot,
 result of which was announced on February 3, 2011.
 
 Regulation 88 of Securities and Exchange Board of India (Issue of
 Capital and Disclosure Requirements) Regulations, 2009 provides that
 the allotment pursuant to the special resolution approving the
 qualified institutions placement shall be completed within a period of
 12 months from the date of passing of the resolution. The said
 time-limit of 12 months will expire upon 12 months from the date of
 declaration of results of postal ballots, i.e. on February 2, 2012,
 which is prior to the next Annual General Meeting of the Company.
 
 This approval is regarded by the Board as an enabling resolution, which
 can be used to raise capital in an appropriate amount and using the
 appropriate mix of funding instruments, once the usage of funds has
 been more specifically identified. As such, the Board proposes to have
 enabling approval from the Members to allow it the necessary
 flexibility to quickly take advantage of emerging growth opportunities.
 
 The Board would now like to take this opportunity to align the timing
 of this resolution with its AGM cycle to eliminate the need for
 extraordinary genera meetings of the Members or postal ballots for this
 purpose. It is therefore proposed to seek fresh enabling authorisation
 from the members of the Company at the ensuing Eleventh Annual Genera
 Meeting for a period of 12 months from the date of the Annual General
 Meeting.
 
 Furthermore, the Management has been working with its financial
 advisers over the past few months to identify suitable acquisition
 opportunities, and based on the feedback so far, would also like to
 take this opportunity to revise the ceiling from Rs. 5,000 million to
 Rs. 3,000 million. Hence, the Board proposes members'' enabling approval
 at this Eleventh Annual General Meeting for raising Long Term Financial
 Resources via equity and/or equity linked instrument(s) route for an
 amount not exceeding Rs. 3,000 million, which is believed to be a
 better aligned quantum for raising funds via such route. The said
 resolution, as approved by the Members will supersede and replace the
 existing approval for Rs. 5,000 million. The Members are requested to
 consider approving the same, as set out in the notice convening this
 Eleventh Annual General Meeting
 
 7.  Foreign Subsidiaries
 
 The Company has following foreign subsidiaries as on March 31, 2011:
 
 1.  eClerx Investments Limited (BVI)
 
 2.  eClerx LLC (USA)
 
 3.  eClerx Limited (UK)
 
 4.  eClerx Private Limited (Singapore)
 
 gentica Travel Solutions Limited, a subsidiary of the Company, has been
 dormant for some time and as all the client contracts were transferred
 to the Company post acquisition in July 2007. It was thought prudent to
 wind-up the said subsidiary to save administrative costs. Hence,
 Igentica Travel Solutions Limited was wound up with effect from March
 29, 2011.
 
 The Ministry of Corporate Affairs has vide its Genera Circular No.
 2/2011 dated February 8, 2011, granted a general exemption to all the
 companies under Section 212(8) of the Companies Act, 1956 with regard
 to attaching the Balance Sheet, Profit & Loss Account and other
 documents of the subsidiaries of the company after complying with the
 directions given therein However, the members who wish to have a copy
 of the annual audited accounts of the subsidiaries will be provided the
 same upon receipt of a request from them and will also be available for
 inspection by any member at the registered office of the Company and
 head office of the subsidiary companies on all working days except
 Saturday between 11:00 a.m. to 6:00 p.m. The specified financial
 nformation of subsidiary companies is disclosed along with the
 consolidated financial statements and will also be available on the
 website of the Company In accordance with the requirements of the
 Listing Agreement executed with the Stock Exchanges, the consolidated
 financial statements of the Company are annexed to the Annual Report.
 
 8.  IPO Fund Utilisation
 
 Your Company completed its Initial Public Offer (IPO) and the Equity
 Shares were listed on the National Stock Exchange of India Limited
 (NSE) and the Bombay Stock Exchange limited (BSE) effective December
 31, 2007.
 
 As the Members are aware that as per the time-lines ndicated in the
 Prospectus at the time of IPO, the entire IPO proceeds were estimated
 to be utilised by the Company by Fiscal 2010 and the Board of Directors
 of the Company at its meeting held on May 25, 2010 approved enhancement
 in time-line for utilisation of un-utilised portion of IPO proceeds but
 without changing the purpose of utilisation of IPO proceeds as
 originally envisaged in the IPO prospectus.
 
 The Company currently has Rs. 220.00 million balance lying out of IPO
 proceeds which is earmarked for Acquisition''. The Company is actively
 working with its financial advisors to identify suitable acquisition
 opportunities and put the aforesaid funds to the best use in the
 interest of the Company as well as the Members.
 
 However, considering the feedback the Company is receiving over the
 acquisition landscape and due to lack of visibility around company(ies)
 available for acquisition, the Company may not be able to make optimum
 utilisation of the balance unutilised funds til March 31, 2012 and
 accordingly it is proposed, inter-alia, as a corporate governance
 initiative to seek shareholders'' approval at this Eleventh Annual
 Genera Meeting for extending the time-lines for utilising balance IPO
 proceeds earmarked for Acquisition'' till March 31, 2015, without
 changing the purpose originally set out, as per schedule below:
 
 (Rupees in million)
 
 Sr.  Objects     Original   Balance  Original  Utilisation 
                                                  Schedule     Proposed
                                                             Utilisation
                                                              Schedule
 No.                Amount Amount as  Utilisa
                                       -tion    as approved 
                                                   by the    for which
                                                             share
                                                             holders''
                            on March  Schedule  Board of 
                                                directors on approval is
                                                             being 
                                                             sought at
                            31, 2011            May 25, 2010 the Eleventh
                                                             AGM
 
 1 Acquisition     220.00     220.00  March 31, 
                                          2010    March 31, 
                                                      2012     March 31,
                                                                   2015
 
 2 Infrastructure  180.00          -  March 31,
                                          2009          -            - 
   Investments
 
 3 Setting Up of   100.00          -  March 31, 
                                        2010      March 31, 
                                                      2011           -
   Additional
   Facilities
 
 4 General 
   Corporate       161.00          -        -           -            - 
   Purposes
 
                   661.00     220.00
 
 The Members are requested to consider approving the same.
 
 9.  Fixed Deposits
 
 During the year, your Company has not accepted any deposits within the
 meaning of the provisions of Section 58A of the Companies Act, 1956.
 
 10 Increase in Share Capital
 
 During the year, the Company issued 9,538,674 bonus Equity Shares
 pursuant to Members resolution dated July 14, 2010. Further the Company
 has issued 284,661 Equity Shares on the exercise of stock options by
 the employees under Employee Stock Option Scheme 2005. Due to this, the
 outstanding issued, subscribed and paid-up equity share capital
 increased from 19,031,099 shares of Rs. 10 each as at March 31, 2010 to
 28,854,434 Equity Shares of Rs. 10 each as at March 31, 2011.
 
 11. Awards and Accolades
 
 Your Company is proud to have received the following awards and
 accolades during the period under review:
 
 - The International Association of Outsourcing Professionals (IAOP),
 leading professional association for organisations and individuals
 nvolved in transforming the world of business through outsourcing,
 offshoring and shared services, recognised eClerx in its 2010 Globa
 Outsourcing 100 survey as one of the rising stars across seven
 different categories, up from the fve categories for which eClerx was
 recognised in 2009. The seven categories are:
 
 Rising Star - Financial Management Services
 
 Rising Star - Western Europe
 
 Rising Star - United Kingdom
 
 Rising Star - Biggest Public Company
 
 Rising Star - Overall Revenues
 
 Rising Star - Number of Employees
 
 Rising Star - Financial Services by Industry Focus (Banking, Markets)
 
 - eClerx entered the GS100 and was listed in two top performer
 categories in the 2010 GS100
 
 survey, including ‘Fastest Growing'' and Top Industry Specific BPO
 Providers''. Global Services 100 (GS100) is a reputed study managed by
 Cybermedia - the company that publishes Dataquest, Voice & Data, CIOL,
 PC-Quest et cetera. Global Services 100 (GS100) represents an industry
 benchmark in recognising service provider leadership and excellence in
 service delivery on a global scale. The scope of the survey covers IT
 Outsourcing and BPO services ndustry across all countries. The report
 on the study would include:
 
 a) The Global Services 100 List: The list of top 100 service providers
 who are chosen for their leadership, maturity, and excellence in
 service delivery.
 
 b) The Global Services 100 Categories: There are 15 categories that
 include industry segments and geographies across which leading service
 providers would be ranked
 
 - Ranked Number 1 Financial Services KPO and featured in the Black Book
 of Outsourcing Top 50 outsourcers. Brown & Wilson (part of the
 Datamonitor Group) conducts annual outsourcing industry customer
 satisfaction benchmarking survey. The results are published in the
 Annual Black Book of Outsourcing that serves as a key independent
 benchmark for frms evaluating outsourcing services. The research is
 recognised as the most extensive and representative perception study of
 outsourcing vendors, validated by over 24,000 respondents from service
 users around the globe. Over 700 functions and 40 sectors are
 investigated to determine best fit vendors with multiple ndustry
 specifications. Known as the leading provider of independent and
 unbiased ranking of vendors, Black Book is regarded as key reference
 point for outsourced services.
 
 - eClerx included into the BSE Mid-cap index, an ndex to track the
 performance of the companies with relatively small market
 capitalisation, that would exclusively represent the Mid-cap Companies
 listed on BSE.
 
 - Finance Asia magazine adjudged the Company as among Best Indian
 Mid-cap Companies in the Country.
 
 - Selected as a runner up by NOA for the Award for Best Practice in
 Outsourcing. Headquartered in London, the NOA is a not-for-profit
 agency founded with the objective of boosting the effectiveness and
 success of outsourcing, through the promotion of best practice and
 innovation in the application and development of outsourcing
 
 - Selected for the MAKE (Most Admired Knowledge Enterprises) India
 Finalist group for the second consecutive year; and MAKE Asia finalist
 as well in 2010. This study is a benchmark to recognise the country''s
 leading organisations for their ability to leverage enterprise
 knowledge to deliver superior performance in the areas of innovation,
 operational effectiveness and excellence in products and services.
 
 - The Global HR excellence awards which is adjudged by the Asia Pacific
 HRD congress, conferred upon eClerx an award under the category
 ‘Organisation with Innovative HR practices''. This award is hosted by
 the World HRD Congress.
 
 - Recognised in two categories i.e. ‘Use of Technology for Operations
 Excellence'' and ‘Professional Excellence Award'' at the ‘BPO Excellence
 Awards 2010'' organised by the CMO Council, with the Asia Retail
 Congress - Asia''s premier platform for the retail industry
 
 - Ranked 50th among all Mid-cap and 8th among ITES Mid-cap Indian
 companies by Inc500 in 2010.
 
 12. Corporate Social responsibility
 
 Your Company takes pride in being associated with Child rights and
 education. It is one such cause that resonates broadly within the
 eClerx family. In 2006 eClerx partnered with CRY [Child Rights and You]
 to set up an annual funding program to which Contributions are made
 both by the employees as well as the Company.  Over the period employee
 participation towards this program has grown manifold. Further the
 Company continues to support the Mumbai Marathon and funding to the
 PREM project run by CRY. This year too, a team of 50 employees
 participated in the Dream Run to pledge their support to the cause,
 thereby contributing to various projects managed by CRY.
 
 Furthermore in order to drive CSR in a more structured manner and to
 ensure that the principles of CSR remain at the core of the Company''s
 activities, a Committee was formed last year comprising of members
 across verticals, which is named eClerxCares''.
 
 The Committee is responsible for championing all the philanthropy and
 CSR initiatives of the Company.  It has played an active role in
 leading and increasing the Company''s reach to the society at large.
 This year particularly, eClerxCares has partnered with various NGO''s
 other than CRY, inter-alia, to support Child education
 
 Following are some of the major activities carried out by eClerxCares
 during the period under review:
 
 - Supported the Joy of Giving Week held from September 27 through
 October 3, 2010. The Joy of Giving Week is a national movement;
 conceptualised by Give India and supported by GoonJ (NGO), this unique
 and ambitious nitiative aims to get people from all walks of life
 together to engage in acts of giving.
 
 - Organised a reach out program on the eve of Christmas for children
 from Aseema, an educational centre for the underprivileged kids that
 has centers in Mumbai.
 
 - Organised exciting events covering all the students of the Sri Sri
 Ravi Shankar Vidya Mandir School (SSRVM) in Dharavi. SSRVM school in
 Dharavi is part of the Art of Living group and provides quality and
 relevant education to the underprivileged children in and around the
 Dharavi area in Mumbai.
 
 In addition, eClerxCares funded multiple other NGOs for their
 respective cause(s) and support to education
 
 13. Directors
 
 Biren Gabhawala was appointed as an Additiona Director of the Company
 w.e.f May 18, 2011. As per provision of Section 260 of the Companies
 Act, 1956 (‘the Act''), Biren Gabhawala in his capacity as Additional
 Director will cease to hold office at the forthcoming Annual General
 Meeting and is eligible for appointment. Notice under Section 257 of
 the Act has been received from a Member signifying his ntention to
 propose his appointment as Director.  Biren Gabhawala has furnished the
 Form DD-A to the Company.
 
 Further, in accordance with the Articles of Association of your
 Company, Anjan Malik and Anish Ghoshal retire from office by rotation,
 and being eligible, offer themselves for re-appointment at the
 forthcoming Annual General Meeting of the Company.
 
 The brief resume of Biren Gabhawala, Anjan Malik and Anish Ghoshal, as
 required in terms of Clause 49 of the Listing Agreement entered into
 with the stock exchanges, is included as annexure to this Annua Report.
 Further, the required proposal for appointment of the above Directors
 at the forthcoming Annua General Meeting are included in the Notice
 convening this Annual General Meeting.
 
 14. Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 confirm that:
 
 (a) in the preparation of the annual accounts for the year 2010-11, the
 applicable accounting standards had been followed along with proper
 explanation relating to material departures, if any;
 
 (b) the directors had 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 as at March 31, 2011 and of the profit of the Company
 for the year ended on that date;
 
 (c) the directors had 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) the directors had prepared the annual accounts on a going concern
 basis.
 
 15. Employees'' Stock Option Plan
 
 Pursuant to the applicable requirements of the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999 (‘the SEBI guidelines''), your Company
 had framed and instituted Employee Stock Option Scheme/Plan 2005 (ESOP
 2005) & Employee Stock Option Scheme/Plan 2008 (ESOP 2008) to attract,
 retain, motivate and reward its employees and to enable them to
 participate in the growth, development and success of the Company.
 
 Your Company has granted stock options from time to time under the said
 ESOP Schemes/Plans to its employees and also to employees of its
 subsidiaries.
 
 Details of options granted to key managerial persons of foreign
 subsidiaries of your Company as on March 31, 2011:-
 
 ESOP Scheme    Name of key  No.of options  No.of options  No.of options
                 managerial 
                  personnel       granted*    exercised*    outstanding*
 
 ESOP 2005   Mahesh Muthu          84,375       61,875         22,500
 
             Alberto Corvo        277,500          Nil        277,500
 
             Scott McCartney      225,000          Nil        225,000
 
             Scott Houchin         75,000          Nil         75,000
 
 ESOP 2008   Joseph Sursock        46,500          Nil         46,500
 
             Mahesh Muthu          38,250          Nil         38,250
 
             Stephen Jones         27,750          Nil         27,750
 
             Li Chien Koh          18,750          Nil         18,750
 
 * Pursuant to Securities and Exchange Board of India (Employee Stock
 Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the
 number of options have been adjusted, as required, for Bonus issue in
 July 2010 in the ratio of 1:2, that is, one bonus option for every 2
 options held.
 
 The difference between the intrinsic value of the shares underlying the
 options granted on the date of grant of option and the option price is
 expensed as Employees Compensation over the period of vesting.
 Accordingly, the Company has charged a sum of Rs. 0.48 million to the
 profit and loss account for the year ended on March 31, 2011 as
 employee compensation cost.
 
 The Equity Shares issued/to be issued and allotted under both the ESOP
 Scheme/Plan i.e. ESOP 2005 and ESOP 2008 of the Company rank/shall rank
 pari-passu in all respects including dividend with the existing Equity
 Shares of the Company.
 
 The Company appreciates the critical role of its personnel in the
 organisational growth. It strongly feels that the value created by its
 personnel should be shared with them. To further promote the culture of
 employee ownership in the Company, the Board of Directors, at its
 meeting held on May 18, 2011, considered the proposal for instituting a
 fresh Employee Stock Option Scheme/Plan to be called Employee Stock
 Option Scheme/Plan 2011 (‘ESOP 2011'') with the total number of options
 which may be granted under the Scheme being 1,600,000 (One Million Six
 Hundred Thousand Only). The proposal is set out in detail in the notice
 convening the Eleventh Annual General Meeting of the Company. The
 Members are requested to consider and approve the same.
 
 16. Human Resources Management
 
 We believe that the success of the Company''s business model hinges on
 attracting and retaining the best and brightest talent. Towards this,
 we continue to focus on strengthening our HR practices that enable the
 Company to attract and retain high caliber employee and to create a
 quality work environment that motivates our people. During the year,
 the HR practices of the Company were assessed at Level 3 of the People
 Capability Maturity Model (PCMM)
 
 The People Capability Maturity Model (People CMM) is a framework,
 developed by the Software Engineering Institute - Carnegie Mellon,
 which helps organisations successfully address their critical people
 issues. Based on the best current practices in fields such as human
 resources, knowledge management, and organisational development, the
 People CMM guides organisations in improving their processes for
 managing and developing their workforces.
 
 At eClerx, PCMM is an integral part of our efforts to provide uniform
 and optimised levels of people capability across the Company''s
 locations. To us PCMM is more than a certification, it is the
 foundation of our people framework.
 
 17. Particulars of Conservation of Energy, Technology Absorption and
 Foreign Exchange Earnings and Outgo Information as required under
 Section 217(1) (e) of the Companies Act, 1956 read with the Companies
 (Disclosure of particulars in the report of board of directors) Rules,
 1988 are given in the annexure forming part of this report.
 
 18. 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. However, as per
 the provisions of Section 219(1)(b)(IV) of the said Act, the Annua
 Report excluding the aforesaid information is being sent to all the
 Members of the Company and others entitled thereto. A Member, who is
 interested in obtaining such particulars, may write to the Company at
 its registered office.
 
 19. Corporate Governance
 
 The Securities and Exchange Board of India (SEBI) has prescribed
 certain corporate governance standards vide Clause 49 of the Listing
 Agreement entered into with stock exchanges. Your Directors reaffirm
 their commitments to these standards and a detailed Report on Corporate
 Governance together with the Auditors'' Certificate on its compliance is
 annexed hereto.
 
 The Ministry of Corporate Affairs, Government of India, published the
 Corporate Governance Voluntary Guidelines 2009, to strengthen the
 corporate governance framework. These guidelines provide for a set of
 requirements which may be voluntarily adopted by Companies and focuses
 on areas such as Board of Directors, responsibilities of the Board,
 audit committee functions, roles and responsibilities, appointment of
 auditors, Compliance with Secretarial Standards and a mechanism for
 whistle blower support. Your Company by and large is in compliance with
 requirements laid down therein.
 
 20.  Enterprise Wide Risk Management System (EWRM)
 
 Your Company has in place a well defined Enterprise Wide Risk
 Management (EWRM) framework which nter-alia aims at the following:
 
 1.  Alignment of risk appetite and strategy of the organisation by
 evaluating strategic alternatives, setting related objectives, and
 developing mechanisms to manage related risks.
 
 2.  Enhancement in risk response decisions by identifying and selecting
 among alternative risk responses - risk avoidance, reduction, sharing,
 and acceptance.
 
 3.  Reduction/elimination of operational surprises and losses by
 identifying potential events and establishing responses and reducing
 associated costs or losses.
 
 4.  Identification and management of multiple risks by facilitating
 effective response to the nterrelated impacts, and integrated responses
 to such risks.
 
 5.  Improvement in deployment of capital by providing robust risk
 information to the Management so as to effectively assess overall
 capital needs and prudently manage capital allocation.
 
 The framework is periodically reviewed by senior management personnel
 to ensure that the risks are identified, managed and mitigated.
 
 21. Statutory Auditors
 
 M/s. Walker Chandiok & Company, Chartered Accountants, Mumbai, [ICAI
 Registration No. 001076N] who are the statutory auditors of the
 Company, retire at the conclusion of Eleventh Annual General Meeting
 and confirm their willingness to accept office, if re- appointed. They
 have further confirmed that their appointment, if made, at the Annual
 General Meeting, will be within the limits prescribed under sub-section
 (1B) of Section 224 of the Companies Act, 1956 and that they are not
 beneficially holding any security of your Company as defined under
 Section 226(3)(e) of the said Act. They have also confirmed that they
 hold a valid peer review certificate as prescribed under Clause
 41(1)(h) of the Listing Agreement. Members are requested to consider
 their re-appointment and authorise the Board and/or Committee of the
 Board of Directors to fix their remuneration for the financia year
 2011-12.
 
 22. Green Initiative by the Ministry of Corporate Affairs
 
 The Ministry of Corporate Affairs (‘MCA'') has taken a Green Initiative
 in Corporate Governance by permitting electronic mode for service of
 documents to members (shareholders) after considering relevant
 provisions of the Information Technology Act, 2000 and Companies Act,
 1956 (‘the Act'').
 
 The Information Technology Act which came into force in the year 2000
 has an overriding effect over other laws in providing legal recognition
 of electronic records and digital signatures.
 
 Taking cognizance of the above, MCA has vide Circular No. 17/2011 dated
 April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 clarified
 that service of documents to members may be now made by electronic
 mode. If a member has not registered an email address, other permitted
 conventional modes of service would continue to be applicable.
 
 This initiative will ease the burden on Corporates (and the
 environment) of sending physical documents such as notices, annual
 reports etc. Your Company has therefore annexed a communique with this
 Annual Report requesting shareholders to register their email address
 with their Depository Participant, the Company and/or its Registrar and
 Transfer Agent Karvy Computershare Private Limited and support the
 Green Initiative of MCA. The Company will thus use the said email
 address for future communications, dissemination and sending
 notice/documents etc. in view of the above circular by the Ministry of
 Corporate Affairs. The members who opt for physical delivery of
 documents/have not registered their email address, will continue to
 receive communication(s), dissemination(s), notice(s), document(s) etc.
 via permitted conventional mode of service of documents.
 
 23. Acknowledgement
 
 The Directors thank the Company''s customers, vendors, investors,
 consultants, business associates and bankers for their support and
 co-operation to the Company.
 
 The Directors are also thankful to the Government of India, the
 Governments of various countries, the concerned State Governments and
 other government and regulatory agencies for their co-operation
 
 The Directors also acknowledge the hard work and effort made by every
 member of the eClerx family across the world and express their sincere
 gratitude to the Members for their continuing confidence in the
 Company.
 
                           For and on behalf of the Board of Directors
 
 Place: Mumbai                                           V. K. Mundhra
 
 Date: May 18, 2011                                           Chairman