Dear Members
 
 The Directors have pleasure in presenting the 18th Annual Report
 together with the audited accounts for the financial year ended March
 31, 2012.
 
 Financial Results                                         (Rs. Lakhs)
 
 Description                                    2011-12       2010-11
 
 Revenue (net of duties &                      94136.65     141491.35
 taxes)
 
 Profit/(Loss) before                           3229.37      29987.34
 depreciation & amortization, interest
 and exceptional items
 
 Interest                                      11895.25       9837.98
 
 Depreciation &                                 2816.83       2787.68 
 Amortization
 
 Exceptional items-Bad                          6842.58             -
 debts written off
 
 Profit/(loss) before tax                     (18325.29)     17361.68
 
 Provision for tax                              (518.60)      4798.48
 
 Profit/(loss) after tax                      (17806.69)     12563.20
 
 Review of operations
 
 Performance during the financial year 2011-12
 
 Your company has made a Revenue of Rs.94136.65 Lakhs during the year as
 compared to the previous year Rs. 141491.35 Lakhs and incurred a net
 loss Rs. 17806.69 Lakhs as against net profit after tax of Rs. 12563.20
 Lakhs during the previous year 2010-11. The revenue has decreased on
 account of non-availability of timely funds for the completion of the
 projects, due to bad collections from the State Electricity Boards.
 Also th decline in the performance is on account of slowdown of the
 economy with respect to the infrastructure sector. The detailed
 analysis of the performance, give at the management''s discussion and
 analysis section of the Annual Report.
 
 Prospects for the financial year 2012-13
 
 Company has projected an annual turnover of Rs.942 crores to the banks
 while approving the CDR package, the achievability of the same is
 depends on the energy sector performance in the country.
 
 Corporate Debt Restructuring (CDR) Package
 
 During the year under review the loan repayments and interest payments
 have been delayed to the banks on account of mismatch of cashflows, due
 to downturn in the economy. The loans of the company have been
 restructured under the Corporate Debt Restructuring (CDR) System, where
 all the banks, who has extended financial assistance to the company has
 agreed for restructure of the loans. The CDR package was sanctioned by
 CDR Empowered Group, at the meeting held on 16.03.2012 and approval
 letters has been given by the CDR Cell on 31.03.2012. The letters from
 individual banks also has been issued by Banks.
 
 Salient Features of the CDR package is given below: -
 
 1.  Cut-off date (COD) for loans has been considered as lsl October
 2011. The loans outstanding as on this date has been considered for
 restructuring.
 
 2.  Interest rate on the loans has been fixed at 11% p.a.
 
 3.  Term Loans has been restructured with a moratorium of 24 months
 from COD and repayable in 26 quarterly ballooning installments starting
 from 1 October 2013.
 
 4.  The irregularity in the Cash Credit has been carved out as Working
 Capital Term Loan with a moratorium of 24 months from COD and repayable
 in 26 quarterly ballooning installments starting from Is'' October 2013.
 
 5.  The unpaid interest as on 30.09.2011 and interest from 01.10.2011
 to 30.09.2012 on term loans and interest from 01.10.2011 to 31.03.2012
 on cash credit has been restructured as Funded Interest Term Loan-I,
 repayable in 16 quarterly installments starting from October 2013.
 
 6.  The interest on Cash Credit from April 2012 to June 2012 has been
 restructured as Funded Interest Term Loan-II, repayable in 3 quarterly
 installments by March 2013. ,
 
 7.  The loan of NBFC to be repaid from FY 2013 to FY 2016 without any
 interest.
 
 8.  Cash Credit and the Non-fund based limits as per the appraisal of
 the banks.
 
 9.  Promoters shall bring funds as per the applicable terms of CDR
 package.
 
 The CDR package is has been implemented with State Bank of India, as
 the Monitoring Institution to monitor the operations of the company.
 
 New innovations and product improvements:
 
 Your company made the new innovations and product
 improvements/additions to the product base, during the previous years
 and the year under review as given below:-
 
 Energy meter and derivatives:
 
 1.  Smart Trivector Meter LT/HT with built in load
 connection/disconnection
 
 2.  Smart Trivector Meter with Power Line Carrier communication
 
 3.  Smart Triuector Meter with DLMS communication
 
 4.  Smart Trivector Meter with tamper-detection features like (CTR,
 PTM, LPF, Magnet, CT short, CT open/by pass, Neutral Disturbance, Cover
 Open)
 
 5.  Smart Energy Meter with all tamper feature like Reverse, Earth,
 Magnet, Neutral Missing, Cover Open, HSD (upto 35KV),
 
 6.  Smart Energy Meter with prepaid facility (Card Read, PLCC,
 Keyboard)
 
 7.  Pole top panel mountable Energy Meters (Phase 1)
 
 8.  Smart Trivector Meter LT with configurable Display Parameter, CT
 ratio, TOD, MD IP, Load Survey.
 
 9.  Smart Trivector Meter HT with configurable Display Parameter, CT/PT
 ratio, TOD, MD IP, Load Survey.
 
 10.  Equipment for billing:
 
 - Spot -billing machine
 
 - Common meter-reading instrument
 
 - Ticket-issuing, machine
 
 AMR:
 
 - IAMR 6.2
 
 - Data concentrator with in-built web server and RTOS (MODBUS/DLMS)
 
 IAMR with PLCC
 
 IAMR with transmission line fault detection 
 
 IAMR with PLCC for theft detection
 
 - IAMR with PLCC for prepaid through scratch card
 
 IAMR with RFID for LT/HT connection
 
 - IAMR 7.0 with FOTA
 
 - Smart adaptor SCADA:
 
 - Field Remote Terminal Unit 126
 
 - Data Concentrator Unit 126
 
 Smart Energy Meter manufacturing facility:
 
 During the current year, your Company has entered into Smart Meter
 business segment by starting a state-of-the-art Smart Energy Meter
 manufacturing facility near Hyderabad at Pashyamylaram.
 
 Changes in capital structure
 
 Details of changes in equity structure during the year under review:
 
 Serial  Date of    Particulars               Number of    Total number 
                                                           of equity 
 number  allotment                            shares 
                                              allotted     shares post
                                                           allotment
 
 1       March 31,  Equity share capital as
                    on March 31, 2011                -     4,77,50,985
                                                           shares of Rs. 
         2011                                              2 each
 
 2       April 18,  Allotment of equity  
                    shares representing 
                    30% per                   1,50,000     4,79,00,985
                                                           equity shares
         2011       cent of stock options 
                    granted under Employee                 of Rs.2/-each.
                    Stock Option Scheme 
                    2009, allotted at the 
                    discounted price of 
                    Rs. 25 per equity share 
                    of Rs. 2 each
 
 3       June 17,   Allotment of equity 
                    shares representing
                    the final                   62,515     4,79,63,500 
                                                           equity shares
         2011       tranche of 25 per cent
                    of stock options granted               of Rs.2/- each
                    under Employee Stock 
                    Option Scheme 2006, 
                    allotted at the 
                    discounted price of 
                    Rs. 70 per equity share 
                    of Rs. 2 each
 
 4       August 22, Allotment of equity 
                    shares representing 
                    35% per                   1,75,000     4,81,38,500 
                                                           equity shares
         2011       cent of stock options 
                    granted under Employee                 of Rs.2/-each
                    Stock Option Scheme 
                    2008, allotted at the
                    discounted price of 
                    Rs. 26 per equity
                    share of Rs. 2 each
 
 5       March 31,  Equity share capital 
                    as on March 31, 2012             -     4,81,38,500
                                                           equity shares
         2012                                              of Rs.2/- each
 
 FCCBs
 
 Out of USD 46 million FCCBs issued by the Company, USD 25 million FCCBs
 were converted into equity upon exercise of conversion rights by bond
 holders in the earlier years and an amount of USD 21 million FCCBs were
 outstanding and due for redemption as on March 31, 2012. The company
 has started the process of refinancing the outstanding FCCB for which
 LRN application was made and the same may be wrapped up during the year
 2012-13.
 
 Subsidiary
 
 Singapore: The financials of Singapore-based subsidiary - 1CSA
 International PTE LTD are included in this Annual Report.
 
 The Company has floated a new India based subsidiary in the month of
 January, 2012 named ICSA Infra Limited. Since it is into inception
 stage, there was no transaction in the Company.
 
 Dividend
 
 In view of the losses incurred during the year under review, your
 directors regret to declare any dividend for this year.
 
 Fixed deposits
 
 The Company did not invite any fixed deposits from the public during
 the year.
 
 Insurance
 
 The Company''s properties and assets are adequately insured, wherever
 required.
 
 Directors'' responsibility statement
 
 Pursuant to Section 217 (2AA) as incorporated by the Companies
 (Amendment) Act, 2000, in the Companies Act, 1956, your Directors
 confirm
 
 1.  That in the preparation of the annual accounts, the applicable
 accounting standards were followed along with proper explanation
 relating to material departures ''
 
 2.  That the Directors selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 the profit of the
 Company for the year under review
 
 3.  That the Directors took proper and sufficient care to maintain
 adequate accounting records in accordance with provisions of the
 Companies Act, 1956, for safeguarding the Company''s assets and for
 preventing and detecting fraud and other irregularities
 
 4.  That the Directors prepared the annual accounts on a going concern
 basis Directors
 
 Mr. V. Shyam Sunder Reddy retires by rotation and being eligible offers
 himself for reappointment. Mr. SS Dua and Mr. YV Ramana Reddy has
 resigned and the resignation has been approved at the meeting of the
 board of directors held on 15th May 2012. At the meeting of board of
 directors held on 15th May 2012, Dr. Venkatasatya Prasad Tholada and
 Mr. Mandra Sarveswar Reddy has been inducted as directors.
 
 Auditors
 
 M/S. VDNR & Associates, Chartered Accountants, Hyderabad, the retiring
 Statutory Auditors, expressed the opinion to resign as auditors w.e.f.
 ensuing Annual General Meeting. M/s.Rambabu & Co, Chartered Accountants
 is eligible to be appointed as Statutory Auditors have signified their
 willingness to accept the appointment as Statutory Auditors and have
 confirmed their eligibility under section 224(1-B) of the Companies Act
 1956.
 
 Response to Auditors Observations Para 5 on Trade receivables, Sundry
 Creditors, Loans and advances and other advances: Company is in the
 process of reconciliation of the accounts and after completion of
 reconciliation, the confirmation will be obtained from the debtors,
 creditors and other parties.
 
 Para 6 on the premium on redemption on FCCB Rs.  3902.25 Lakhs, neither
 charged to profit and loss account nor adjusted to securities premium
 account : Company is negotiating with the FCCB holders for refinancing
 the FCCB for further period of 3 years. After completion of the
 process, the premium arising at the time of workngout the amount to be
 refinanced, the premium if any will be accounted as per the standards.
 
 Employees
 
 There are no employee in the company who are drawing prescribed salary
 under Section 217(2A) of the Companies Act, 1956 read with Companies
 (Particulars of Employees) Rules, 1975 as amended.
 
 Listing of Securities
 
 The Company''s equity shares are listed with the Bombay Stock Exchange
 Ltd. and the National Stock Exchange. The annual listing fee for the
 years 2010-12 and 2012-13 have been paid to these exchanges.
 
 Report on Corporate Governance
 
 Your Company has been practicing the principles of good Corporate
 Governance over the years and it is a continuous and on-going process.
 A detailed Report on Corporate Governance is given as Annexure A'' to
 this Report. Report on Corporate Governance including Auditor''s
 Certificate on compliance with the code of Corporate Governance under
 Clause 49 of the Listing Agreement is enclosed as Annexure to this
 Report.
 
 Employee stock options
 
 As required by Clause 12 of SEB1 (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999, the details of the
 options granted and other disclosures are furnished as Annexure - C.
 
 Conservation of energy, technology absorption, foreign-exchange
 earnings and outgo
 
 Information as required to be furnished under the provisions of the
 Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988 are as hereunder:
 
 Conservation of energy
 
 Energy conservation measures taken up:
 
 ICSA uses electrical energy for its equipment such as air-
 conditioners, computer terminals, lighting and utilities at work
 places. As an on-going process, we continue to undertake the following
 measures to conserve energy-
 
 - Incorporating new technologies in the air- conditioning system of
 the upcoming facilities to optimise power consumption
 
 - Identifying and replacing low-efficient machinery (AC) in a phased
 manner
 
 - Identifying and replacing outdated and low-efficient UPS systems in
 a phased manner
 
 The Company also has in place the internal control procedures by which
 the cost of the electricity will be identified with the project and
 thereby, there will be an incentive for the concerned department to
 consume optimum power.
 
 Additional investment and proposals for reduction of consumption of
 energy: Nil.
 
 Total energy consumption requirement: Not applicable, as the Company is
 not engaged in any of the specified industries specified in Schedule 1
 to the Companies (Disclosures of Particulars in the Report of the Board
 of Directors) Rules, 1988.
 
 Research and Development
 
 The Company is committed to continue its efforts in Research and
 Development. Our Research and Development activities will help us gear
 up for future opportunities. We invest and encourage continuous
 innovation.
 
 Technology absorption, adoption and innovation
 
 Efforts made in technology absorption : Enclosed - Form B''
 
 Acknowledgements
 
 Your Directors are thankful to all investors, customers, vendors, banks
 and service providers as well as regulatory and government authorities
 and other business constituents for their assistance, co-operation,
 understanding, support and encouragement. Your Directors also sincerely
 appreciate the high degree of professionalism, commitment and
 dedication displayed by the employees at all level in the initiatives
 of the Company.
                 
                                By the order of the Board of Directors
 
                                              for ICSA (INDIA) Limited
 
                                                                  Sd/-
 
 Place: Hyderabad                                        G. Bala Reddy
 
 Date:28.11.2012                        Chairman-cum Managing Director