Dear Members,
 
 The Directors are pleased to present the Sixteenth Annual Report of
 your Company with the Audited Accounts for the year ended March 31,
 2011.
 
 Financial Performance
 
 For the year ended                      
 
                                       March 31, 2011  March 31,2010
 
 
 
 Sales                                   20,43,97,677    23,17,76,602
 
 Other Income                               28,22,624       17,67,831
 
 Profit before depreciation 
 and tax (EBIDTA)                         1,67,66,385     1,17,45,243
 
 Provision for taxes                        23,30,969       17,11,002
 
 Provision for Deferred tax                 (3,22,655)     (14,43,482)
 
 Fringe Benefit Taxes                      (10,70,559)           (101)
 
 Depreciation & Amortisation              1,43,08,666     1,07,13,593
 
 Total profit available for 
 appropriation                              15,19,964        7,64,231
 
 Balance Brought Forward                  6,23,34,122     6,15,69,891
 
 Balance carried over to 
 balance sheet                            6,38,54,087     6,23,34,122
 
 Your Company posted a total income of Rs. 20,43,97,677 and during the
 current year. The Directors believe that this will a net profit of Rs, 15,19,964 for the financial year
2010-11 as facilitate growth in 
 income and profitability and improve the against Rs. 23,17,76,602 
 and 7,64,231 respectively in the return on investment for stakehold
 -ers in the long-term.
 
 previous year.  The turnover of the Company was less have been effected
 as per Appropriations from the net profit have been effected as per
 compared with the previous year, however the net profit of the
 Appropriations the table giver the table given above.
 
 Company marginally increased on account of control over the overhead
 expenses, coupled with cut throat competition. The Operating expenses
 decreased from Rs. 90,767,983 in 2009- overall adverse business climate
 related to the field in which 10 to Rs. 78,826,203 in 2010-11, whereas
 staff expenses your Company operates, affected your Company.  Your
 increased from Rs.  27,403,139 in 2009-10 to Rs. 29,264,559 in Company
 is taking appropriate steps to rollout new products 2010-11, due t0 an
 increase in average salary levels.
 
 
 Future plans and strategy:
 
 The payment systems landscape in the country is undergoing radical
 changes and in the next 3-4 years, existing payment systems are set to
 be replaced with next generation systems.  Any time bill payments and
 deposits, imaged-based cheque processing, financial inclusion systems
 are high on the agenda of regulators and the Government of India. This
 opportunity can be addressed through a deep understanding of
 requirements of Indian organisations and consumers, and the ability to
 develop appropriate and affordable technology.  The Company has been
 actively engaged in the development of new solutions and services
 through its Centre for Innovation and is launching a series of products
 to address the financial inclusion opportunity in India. This includes
 a new generation of multi-function ATMs that are biometrically enabled,
 can be solar powered and portable micro ATMs for banking
 correspondents. Using high technology building blocks, these new
 products meet the emerging requirements of Indian consumers including
 cash withdrawal, cash deposit, image- based cheque deposit, funds
 transfer, among others, and are also configured for UID and other
 government initiatives.
 
 Dividend
 
 To conserve the resources, your Directors do not recommend any dividend
 for the year ended March 31, 2011
 
 Training and human resource management:
 
 The morale of our professionals continued to be high. The Company
 continued to put concerted efforts in recruiting, training/developing,
 and deploying the best of human resources.
 
 Many training programmes were conducted during the year to upgrade the
 knowledge, skills and attitudes of our professionals. Contributions
 made by critical and star performers were recognised through the issue
 of letter of appreciations and cash awards. OD intervention and exit
 interviews helped us to contain attrition within acceptable levels.
 
 Capacity building through leadership development programmes and Train
 the Trainer'' programmes were other..  key focus areas during the year.
 
 Quality management
 
 As the quality of products or services is highly influenced by the
 quality of processes to design, develop and maintain them,
 Intellvisions continued to deploy a well-documented quality management
 system. Over the years, our processes have attained maturity, which is
 evident from the improved customer satisfaction index.
 
 Particulars of Employees
 
 There are no employees whose details are required to be given as per
 Section 217 (2A) of The Companies Act, 1956.
 
 Unclaimed Dividend
 
 As at March 31, 2011, dividend amounting to Rs. 47,029 was not claimed
 by shareholders of the Company. The Company has periodically intimated
 the concerned shareholders to encash their dividend before it becomes
 due for transfer to the IEPF.
 
 Particulars regarding conservation of energy, technology absorption and
 foreign exchange earnings and outgo The provisions of Section 217(1) of
 the Act relating to conservation of energy and technology absorption do
 not apply to your Company. The Company had, however, used information
 technology extensively in its operations.
 
 Foreign exchange earnings and outgo:
 
 Foreign Exchange Earnings: 2,21,20,508
 
 Foreign Exchange Outgo: 2,99,30,686
 
 Directors
 
 In accordance with the provisions of The Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Shailesh Hingarh and Mr. V.
 C. Kapoor are liable to retire by rotation at the ensuing Annual
 General Meeting. They are eligible for reappointment. However, Mr. V.
 C. Kapoor indicated that he is not standing for reappointment.
 
 None of the Directors of the Company are disqualified from being
 appointed as Directors as specified in terms of Section 274 (l)(g) of
 The Companies Act, 1956.
 
 Auditors report
 
 As regards observations as contained in the Auditor''s Report dated May
 25, 2011, regarding not marking down the investments due to the
 permanent diminution in value as required by AS - 13, a reference may
 please be made to Note No. 1 of Schedule 18 (B) to the financial
 statement which is self-explanatory.
 
 Statutory auditors
 
 M/s. T. R. Chaddha & Co, Chartered Accountants, Auditors of the Company
 hold the office until the conclusion of the ensuing Annual General
 Meeting and they have already informed the Company that they are
 willing to continue as the Statutory Auditors of the Company for the
 financial year 2011-12.
 
 The Board of Directors of the Company have decided to reappoint M/s. T.
 R. Chaddha & Co., as the Statutory Auditors for the financial year
 2011-2012 subject to the approval of the members at the ensuing Annual
 General Meeting.
 
 The Company received a confirmation from M/s. T. R.  Chaddha & Co to
 the effect that their appointment, if made, would be within the limits
 prescribed under Section 224(IB) of The Companies Act, 1956.
 
 Internal audit
 
 The Company appointed an Internal Auditor who is responsible
 independently and to ensure independence, the Internal Auditor directly
 reports to the Managing Director.
 
 Directors'' Responsibility Statement
 
 In accordance with the provisions of Section 217(2AA) of The Companies
 Act, 1956 and based on the information provided by the management, your
 Directors state that:
 
 i. In the preparation of annual accounts, the applicable accounting
 standards have been followed;
 
 ii. Accounting policies selected were applied consistently.  Reasonable
 and prudent judgments and estimates were made so as to give a true and
 fair view of the state of affairs of the Company as at the end of March
 31, 2011 and of the profit of the Company for the year ended on that
 date;
 
 iii. Proper and sufficient care was 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 frauds and other
 irregularities;
 
 iv. The annual accounts of the Company have been prepared on a going
 concern basis.
 
 Management discussion and analysis report and Report of the Directors
 on Corporate Governance
 
 In accordance with Clause 49 of the Listing Agreement, the management
 discussion and analysis report and the Report of the Directors on
 Corporate Governance form part of this report.
 
 Acknowledgments
 
 The Company would like to acknowledge all its stakeholders, key
 partners for their support to the Company.
 
 The Directors appreciate the continued guidance received from various
 regulatory Authorities including RBI, SEBI, Ministry of Corporate
 Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise
 Authorities, Income Tax and Sales Tax Authorities.
 
 Your Directors appreciate and value the professionalism and
 contributions of all the employees of the Company.
 
                                     On behalf of the Board of Directors
 
 Place; Mumbai                                             Ajay Sarupria
 
 Dated: May 25, 2011                                            Chairman