The Members
 
 The Directors have pleasure in presenting their report on the business
 and operations of the Company for the year ended March 31, 2011.
 
 1A.  FINANCIAL RESULTS: (STANDALONE)
 
 The Company''s operating performance (standalone) during the year ended
 March 31, 2011 as compared to the previous year is summarized below:
 
 
                                                    (Rs. in Millions)
 
                                         Current Year   Previous Year
 
 Sales and Other Income                      2,519.67        2,209.86
 
 Profit before Interest, Depreciation 
 and Tax                                       319.15          236.92
 
 Less: Interest and Finance Charges            (6.14)          (6.39)
 
 Less: Depreciation                           (79.91)         (80.43)
 
 Profit before Taxes                           233.10          150.10
 
 Less: Tax adjustment in respect of
 earlier years                                 (1.28)               -
 
 Less: Provision for Taxes                      11.31           10.61
 
 Net Profit before Extraordinary Items 
 and Minority Interest                         223.07          139.49
 
 Add: Extra ordinary Items & Prior 
 Period Items                                       -          (3.13)
 
 Net Profit                                    223.07          136.36
  
 Surplus brought forward                     1,098.03        1,052.96
 
 Profit available for Appropriation          1,321.10        1,189.32 
 
 Appropriations
 
 Proposed Dividend                              74.91           68.33
 
 Dividend Tax                                   10.39            9.32
 
 Transfer to General Reserve                    22.40           13.65
 
 Surplus Carried Forward                     1,213.40        1,098.03
 
 Total                                       1,321.10        1,189.33
 
 
 IB.  FINANCIAL RESULTS: (CONSOLIDATED)
 
 The Company''s operating performance (consolidated) during the year
 ended March 31, 2011 as compared to the previous year is summarized
 below:
 
                                                    (Rs. in Millions)
 
                                         Current Year   Previous Year
 
 Sales and Other Income                       6229.11        5,143.60
 
 Profit before Interest, Depreciation 
 and Tax                                       946.52          865.02
 
 Less interest and Finance Charges               9.87           33.25
 
 Less: Depreciation                            235.46          231.52
 
 Profit before Taxes                           701.19          600.25
 
 Less Provision for Taxes                       17.12            4.05
 
 Net Profit before Extraordinary Items 
 and Minority Interest                         684.07          596.20
 
 Add: Extra ordinary Items                     (0.53)          (2.19)
 
 Net Profit before Minority Interest           683.54          594.01
 
 Less: Minority Interest                     (108.33)        (127.40)
 
 Net Profit                                    575.21          466.61
 
 Surplus brought forward                     1,201.94          861.84
 
 Profit available for Appropriation          1,777.15        1,328.45 
 
 Appropriations
 
 Proposed Dividend                              74.91           68.33
 
 Dividend Tax                                   10.39           11.50
 
 Transfer to General Reserve                    61.90           43.40
 
 Corporate Dividend Tax Paid by Subsidiary      25.63            3.28
 
 Surplus Carried Forward                     1,604.32        1,201.94
 
 Total                                       1,777.15        1,328.45
 
 2.  DIVIDEND:
 
 The Directors recommend payment of dividend to the shareholders for the
 year at the rate of? 1.20 per Equity Share of Rs. 2 each, compared to
 Rs. 1.10 including a special dividend of Rs. 0.30 per Equity Share,
 paid last year.
 
 3.  BUSINESS REVIEW:
 
 The financial year 2010-11 was a good year in which we saw an increased
 demand for our services and solutions as our major markets slowly but
 surely recovered from the effects of the global recession.  The
 consolidated revenues for year ended FY11 increased from USD 108.12 mn
 in FY10 to USD 136.47 mn, a growth of 26.2%. Revenues in rupee terms
 also increased from INR 511.56 Cr in FY10 to INR 620.61 Cr in FY11, a
 growth of 21.3% impacted due to the appreciation of the rupee by 3.9%.
 For the same period, profit after tax increased from INR 46.66 Cr to
 INR 57.52 Cr (after adjustment for extraordinary items). A significant
 contributor to this increase was differential in forex gain compared to
 the last year which is INR 19.61 crores in FY11 as against the
 lossoflNR1.97croresinFY10.
 
 The three business segments of the Company - software services,
 engineering services and products recorded the following trends in the
 year FY11:
 
 - Software services contribution to the top line decreased from 64.3% 
 in FY10 to 56.9% in FY11. In absolute terms, this business increased 
 by 11.7% over the previous year.
 
 - Engineering services contribution to the top line increased from 
 28.4% in FY10 to 36.7 % in FY11. In absolute terms, the Engineering 
 services increased by 63.1% over the previous year.
 
 - Products business contribution to the top line decreased from 
 7.3% in FY10 to 6.4% in FY11. In absolute terms, the products 
 business increased by 10.1% over the previous year.
 
 - The Company''s performance in the four regions in which we operate 
 can be summarized as follows:
 
 - USA''s share moved from 63.3% in FY10 to 72.6% in FY11; a growth of
 44.8% in absolute terms.
 
 - Europe''s share of revenue decreased from 26.2% in FY10 to 16% in
 FY11; a de-growth of 23.2% in absolute terms.
 
 - APAC''s share increased from 4.7% in FY10 to 5.6% in FY11.
 
 - India''s share increased from 5.8% in FY10 to 5.9% in FY11.
 
 These numbers reflect the positive demand environment.
 
 Trends in various vertical segments that the Company caters to were as
 follows:
 
 - Software ISV & Partners: Segment share of business reduced from 
 47.6% in FY10 to 38% in FYll; still showing a growth of 1.8% 
 in absolute terms.
 
 - Automotive: Segment share of business increased from 32.5% in 
 FY10 to 34% in FYll. In absolute terms, this segment recorded a growth 
 of 33.6% over the previous year. (USD 43.48 mn in FYll Vs 32.54 mn 
 in FY10)
 
 - Agricultural and Construction Equipment: Segment
 share of business increased at 14.3% in FYll compared to 10.8% in FY10.
 In absolute terms, this segment recorded a growth of 68.9% over the
 previous year. (USD 18.30 mn in FYll Vs 10.84 mn in FY10)
 
 - Industrial and Marine Engineering: Segment share
 of business increased from 5.3% in FY10 to 7.5% in FYll. In absolute
 terms, this segment recorded a year-on-year growth of 80%. (USD 9.52 mn
 in FYll Vs 5.29 mn in FY10).
 
 In the coming financial year, while the demand for our services remain
 high, our approach will be to repackage our offerings into solutions
 that meet our customers'' needs.
 
 4.  DIRECTORS:
 
 Mr. Parth Gandhi, a nominee of ICICI Venture Funds Management Company
 Limited was appointed as an Additional Director with effect from
 October 22, 2010.  Mr. Gandhi holds office until the date of the 
 Annual General Meeting. Your Board recommends his appointment as 
 a Director of the Company.
 
 Mr. Ravishankar G., Managing Director & CEO of the Company resigned
 from office with effect from April 8, 2011.  The Board places on 
 record its appreciation to Mr. Ravishankar G. for producing record 
 profits in FYll.  Mr. Manu Parpia has been appointed as Managing 
 Director & CEO of the Company with effect from April 8, 2011, 
 subject to the approval of the members of the Company at the ensuing 
 Annual General Meeting.
 
 In terms of Article 131 of the Articles of Association of the Company,
 Mr. Milind Sarwate and Dr. Richard Riff retire by rotation and being
 eligible, offer themselves for re-appointment at the ensuing Annual
 General Meeting.
 
 5.  AUDITORS
 
 M/s. Kalyaniwalla & Mistry, Chartered Accountants, Statutory Auditors
 of the Company, retire on the conclusion of the ensuing Annual General
 Meeting of the Company and being eligible,offer themselves for
 re-appointment.
 
 6.  AUDIT COMMITTEE
 
 The Company has an Audit Committee consisting of four non-executive
 Directors of the Company, viz Mr. Milind Sarwate - Chairman, 
 Dr. K A Palia, Dr. Richard Riff and Ms. Anita Ramachandran. The 
 accounts have been duly reviewed by the Audit Committee.
 
 7.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The particulars as prescribed under Section 217(1) (e) of the Companies
 Act, 1956, read with Companies (Disclosures of Particulars in the
 Report of Board of Directors) Rules, 1988 are set out in the Annexure
 A to this Report.
 
 
 8.  SUBSIDIARIES
 
 The Company has the following wholly-owned Subsidiary Companies:
 
 a) Geometric Americas Inc., USA
 
 b) Geometric Asia Pacific Pte. Ltd., Singapore
 
 c) Geometric Europe GmbH, Germany
 
 The Company has the following other Subsidiary Companies:
 
 a) 3D PLM Software Solutions Ltd., in which the Company holds 70%
 stake.
 
 b) Geometric S.R.L., Romania (A WOS of Geometric Americas Inc., USA)
 
 c) Geometric SAS France (A WOS of Geometric Americas Inc., USA)
 
 d) Geometric China Inc. (A WOS of Geometric Asia Pacific Pte. Ltd.,
 Singapore)
 
 e) Geometric Japan K.K. (A WOS of Geometric Asia Pacific Pte. Ltd,
 Singapore w.e.f. April 1,2011)
 
 The Hon''ble High Court of Judicature at Bombay has, by its Order dated
 April 8, 2011, sanctioned the Scheme of Amalgamation of Somero
 Enterprises Inc. with 3D PLM Software Solutions Ltd., a subsidiary of
 the Company.
 
 As required under Section 212 of the Companies Act, 1956, the
 subsidiaries'' statements of accounts for the year ended March 31, 2011
 are attached to the Balance Sheet.
 
 9.  PARTICULARS OF EMPLOYEES:
 
 As required by the provisions of Section 217(2A) of the Companies Act,
 1956, as amended, read with Companies (Particulars of Employees) Rules,
 1975, the names and other particulars of the employees are set out in
 the Annexure ''B'' to this Report.
 
 10.  STOCK OPTIONS:
 
 The disclosures required to be made under SEBI (Employee Stock Option
 Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given
 in the Annexure C to this Report.
 
 The Board of Directors of the Company at their meeting held on April
 25, 2011, approved introduction of a new Employee Stock Option Scheme
 titled ''ESOP Scheme-2011'' for issuance of upto 1.8 Million Options to
 the senior management of the Company and its subsidiaries. The Scheme
 is subject to approval of the Members at the forthcoming Annual General
 Meeting.
 
 11.  CORPORATE GOVERNANCE:
 
 As required under the Listing Agreement with Stock Exchanges a report
 on Corporate Governance is given in the Annexure D to this report.
 
 12.  EMPLOYEE RELATIONS:
 
 The Company continued to have cordial relations with its employees.
 
 13.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As required under Section 217(2AA) of the Companies Act, 1956, the
 Directors based on the representation received from the Operating
 Management, and after due enquiry confirm;
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed and there has been no material
 departure;
 
 (ii) that the selected accounting policies were applied consistently
 and the Directors 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 period ended on that date;
 
 (iii) that proper and sufficient care has been taken for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that the annual accounts have been prepared on a going concern
 basis.
 
 14.  ACKNOWLEDGEMENT:
 
 The Directors gratefully acknowledge the contribution made by the
 employees towards the success of the Company. The Directors are also
 thankful for the co- operation, support and assistances received from
 the Customers, Banks, Investors, Central and State Government
 departments and local authorities.
 
 
                                  On behalf of the Board of Directors
                                                           J.N.Godrej
                                                             Chairman
 
 Place: Mumbai 
 Date: April 25, 2011