The Directors have pleasure in presenting the 17th Annual Report
 together with the audited accounts for the financial year ended March
 31, 2011.
 
 Financial highlights
 
                        2010 – 11     2009- 10       per cent growth/
                                                     increase
                      (Rs. in lakh) (Rs. in lakh)
 
 Total income          141,491.34     124,596.68       13.56
 
 Profit before tax      17,913.50      17,047.54        5.08
 
 Profit after tax       12,563.19      12,184.59        3.11
 
 Basic EPS (in Rs.)         26.44          25.87        2.20
 
 Review of operations
 
 For the financial year ended March 31, 2011, your Company made a
 significant growth and reported a total income of Rs. 141,491.34 lakh,
 showing a growth of 13.56 per cent over 2009-10.
 
 The Company recorded a net profit of Rs. 12,563.19 lakh, signifying a
 growth of 3.11 per cent over the previous year 2009-10.
 
 Operating performance of infrastructure projects and services was
 significantly better than 2009-10, while that of embedded products has
 shown a decline. For detailed analysis of the performance, please refer
 to the managements discussion and analysis section of the Annual
 Report.
 
 New innovations and product improvements:
 
 New innovations and product improvements/additions to the product base,
 during the year under review are given below:
 
 A. SCADA/DMS:
 
 1.  Field Remote Terminal Unit-126
 
 2.  Data Concentrator Unit-126
 
 B. 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 Trivector 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 (Single Phase)
 
 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
 
 C. AMR:
 
 1.  IAMR 6.2
 
 2.  Data concentrator with in-built web server and RTOS (MODBUS/DLMS)
 
 3.  IAMR with transmission line fault detection
 
 4.  IAMR with PLCC for theft detection
 
 5.  IAMR with PLCC for prepaid through scratch card
 
 6.  IAMR with RFID for LT/HT connection
 
 7.  IAMR 7.0 with FOTA
 
 8.  Smart adaptor
 
 Smart Energy Meter manufacturing facility:
 
 During the year under review, your Company has started 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 
 number allotment                                  shares allotted 
 
 1      March 31, 2010  Equity share capital 
                        as on March 31, 2010             – 
 
 2      June 9, 2010    Allotment of equity 
                        shares representing 25 
                        per cent                       62,496 
                        of stock options 
                        granted under Employee 
                        Stock Option Scheme 2006,
                        allotted at the discounted 
                        price of Rs. 70 per equity 
                        share of Rs. 2 each
 
 3      July 1, 2010    Allotment of equity shares 
                        representing the final        75,000
                        tranche of 25 per cent of 
                        stock options granted 
                        under Employee Stock
                        Option Scheme 2005, allotted 
                        at the discounted price of
                        Rs. 60 per equity share of 
                        Rs. 2 each
 
 4      July 14, 2010   Allotment of equity shares 
                        representing 30 per cent     150,000 
                        of stock options granted 
                        under Employee Stock Option 
                        Scheme 2008, allotted at the 
                        discounted price of Rs. 26 
                        per equity share of Rs. 2
                        each
 
 5      March 4, 2011   Allotment of equity shares 
                        representing the final
                        tranche of 35 per cent of 
                        stock options granted under
                        Employee Stock Option 
                        Scheme 2007, allotted at the
                        discounted price of Rs. 25 
                        per equity share of Rs. 2 
                        each                         175,001
 
 
        March 31, 2011  Equity share capital as 
                        on March 31, 2011                  -   
 
    
 Serial Number           Total Number of equity
                         Shares post alloted
 
 1.                      47,288,488 shares of Rs. 2 each
 
 2.                      47,350,984 shares of Rs.2 each
 
 3.                      47,425,984 shares of Rs. 2 each
 
 4.                      47,575,984 shares of Rs. 2 each
 
 5.                      47,750,985 shares of Rs. 2 each
                         47,750,985 shares of Rs. 2 each
 
 
 Recognition and ranking
 
 1 Business Standard has ranked ICSA at:
 
 i.  352 by net sales (last year it was 461) ii. Industry-wise IT rank
 at 10
 
 2 Business Today ranked ICSA at:
 
 i.  At 329 by total assets (last year at 341); 
 
 ii. 300 by sales (last year at 304); 
 
 iii. 259 by net profit (last year at 161);
 
 3 ICSA has been ranked 62nd in Asia and 7th in India by Forbes Asia in
 “Asias 200 Best Under A Billion”
 
 4 Data Quest July 15, 2010 ranked ICSA at 106 among the top 200
 companies in 2009-10 in the IT Sector
 
 5 Mint newspaper has ranked ICSA at 10 among the top 500 best-
 performing mid-size firms in India.
 
 Conversion of FCCBs into equity shares
 
 Out of USD 46 mn FCCBs issued by the Company, USD 25 mn FCCBs were
 converted into equity upon exercise of conversion rights by bond
 holders in the earlier years and an amount of USD 21 mn FCCBs were
 outstanding as on March 31, 2011.
 
 Subsidiary
 
 Singapore: The financials of Singapore-based subsidiary - “ICSA
 International PTE LTD” are included in this Annual Report.
 
 Dividend
 
 Your Board of Directors recommended a dividend of Rs. 1.80 (90 per
 cent) per equity share of Rs. 2 each for the financial year 2010-11, as
 against Rs. 1.60 (80 per cent) per equity share of Rs. 2 each paid for
 the previous financial year 2009-10.
 
 Fixed deposits
 
 The Company did not invite any fixed deposits from the public during
 the year.
 
 Insurance
 
 The Companys properties and assets are adequately insured.
 
 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 Companys assets and for
 preventing and detecting fraud and other irregularities;
 
 4.  That the Directors prepared the annual accounts on a going concern
 basis.
 
 Directors
 
 Shri Y.V.Ramana Reddy retires by rotation and being eligible offers
 himself for reappointment.
 
 Auditors
 
 M/S. VDNR & Associates, Chartered Accountants, Hyderabad, the retiring
 Statutory Auditors, being eligible, offer themselves for reappointment
 at remuneration to be fixed by the Board.
 
 Employees
 
 The information required under Section 217(2A) of the Companies Act,
 1956, and the rules made there under is given in the annexure to this
 Report which forms part of this Report.
 
 Listing at stock exchanges
 
 The Companys equity shares continue to be listed on the Bombay Stock
 Exchange Ltd. and the National Stock Exchange Ltd. The annual listing
 fee for the years 2010-11 and 2011-12 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 Auditors
 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 SEBI (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 thank all investors, customers, vendors, banks and
 service providers as well as regulatory and government authorities for
 their continuous support. Your Directors greatly appreciate and thank
 the significant contributions of employees in the initiatives of the
 Company.
 
                               By the order of the Board of Directors 
                                         for ICSA (INDIA) LIMITED
 
                                                     Sd/-
 
                                               G. Bala Reddy
                                       Chairman-cum-Managing Director
 
 Place: Hyderabad 
 Date : May 20, 2011