The Members,
 
 The Directors have pleasure in presenting their Twenty Seventh Annual
 Report on the business and operations along with the Audited Financial
 Statements of the Company for the financial year ended 31st March,
 2011:
 
 FINANCIAL RESULTS:
 
                                                        (Amount in Rs.)
 
 Particulars                             Current Year     Previous Year
 
 Total Income                             407,466,301       467,616,239
 
 Profit before Interest, 
 Depreciation and Tax                     118,893,298       167,721,940
 
 Less: Interest                              1,80,195         1,156,347
 
 Profit before Depreciation and Tax       118,713,103       166,565,593
 
 Less: Depreciation                        19,542,107        20,391,156
 
 Profit before Tax                         99,170,996       146,174,437
 
 Less: Provision for Tax                 (31,600,000)      (47,400,000)
 
 Deferred Tax                               (121,810)         (630,855)
 
 Wealth Tax                                  (43,370)          (56,000)
 
 Net Profit After Tax                      67,405,816        98,087,582
 
 Short provision for income 
 tax for earlier years                      1,337,259               Nil
 
 Balance brought forward from 
 previous year                            155,418,232       106,734,336
 
 Balance available for appropriation      221,486,789       204,821,918
 
 Appropriations
 
 Interim Dividend                          17,667,000        17,667,000
 
 Proposed Dividend                                Nil        11,778,000
 
 Tax on Dividend                            2,934,268         3,002,507
 
 Tax on Proposed Final Dividend                   Nil         1,956,179
 
 Transfer to General Reserve               10,000,000        15,000,000
 
 Balance carried to the Balance Sheet     190,885,521       155,418,232
 
 Earnings Per Share: Basic (Rs. per share)      11.45             16.66
 
 Diluted (Rs. per share)                        11.45             16.66
 
 OPERATIONS:
 
 During the financial year under review, the Company earned the Total
 Income of Rs. 4074.66 lacs as against Rs.  4676.16 lacs in the previous
 year and the Net Profit After Tax of Rs. 674.06 lacs as against Rs.
 980.88 lacs in the previous year, decrease by 12.86% and 31.28%
 respectively.
 
 The Management Discussion and Analysis, which forms part of this Annual
 Report, provide the strategic direction and detailed analysis on the
 performance of the Company and future outlook.
 
 DIVIDEND:
 
 Your Directors had declared the interim dividend of Rs. 3/- per share
 on the equity shares of Rs. 10/- each in the Company in February 2011.
 The Directors recommend the same interim dividend as final dividend for
 the financial year 2010-11.
 
 FIXED DEPOSITS:
 
 Your Company has not accepted any deposits from the public within the
 meaning of Section 58-A of the Companies Act, 1956, read with the
 Companies (Acceptance of Deposit) Rules, 1975.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
 
 As the Company is a service Company, the activities of the Company are
 not energy intensive. However, the Company recognizes the necessity of
 conservation of energy and technology absorption, though it is not
 practicable to quantify the same in monetary terms.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 The statement showing the Foreign Exchange Earnings and Outgo during
 the financial year under review is given in Annexure forming part of
 this Directors'' Report.
 
 PARTICULARS OF EMPLOYEES:
 
 As required by 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 set out
 in the Annexure to the Directors'' Report. However, as per the
 provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
 Report and Accounts are being sent to all the shareholders of the
 Company excluding the aforesaid information. Any shareholder interested
 in obtaining such particulars may write to the Chairman and Managing
 Director at the Registered Office of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
 confirm that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed.
 
 2.  Appropriate accounting policies have been selected and applied
 consistently, and reasonable and prudent judgments and estimates have
 been made so as to give a true and fair view of the state of affairs of
 the Company as at 31st March, 2011 and of the profit of the Company for
 the year ended 31st March, 2011.
 
 3.  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.
 
 4.  The annual accounts have been prepared on a going concern basis.
 
 CORPORATE GOVERNANCE:
 
 In compliance with Clause 49 of the Listing Agreements entered into
 with the Stock Exchanges, a Report on the Corporate Governance, along
 with the certificate from the Statutory Auditors of the Company on
 compliance with the provisions of the said Clause is annexed and forms
 part of the Annual Report.
 
 STOCK EXCHANGE LISTING:
 
 The shares of your Company are listed at the Bombay Stock Exchange and
 Delhi Stock Exchange. The Company has paid the Annual Listing Fees for
 the financial year 2011-2012 to both of these stock exchanges.
 
 DIRECTORS:
 
 Mr. Nandu G. Bharwani and Mr. Mehul K. Kuwadia, Directors of the
 Company, will retire by rotation at ensuing Annual General Meeting and,
 being eligible, have offered themselves for re-appointment. Your
 Directors recommend their re-appointment.
 
 Mr. Harish Modi, Alternate Director for Mr. Jitu Bharwani, passed away
 in February 2011.
 
 AUDIT REPORT:
 
 The Audit Report on the Audited Annual Accounts of the Company for the
 financial year 2010-11, which forms part of this Annual Report, is
 self-explanatory.
 
 AUDITORS:
 
 M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai,
 Statutory Auditors of the Company, hold office until the conclusion of
 the ensuing Annual General Meeting. The Company has received
 confirmation from them that their appointment, if made, would be within
 the limit prescribed under Section 224(1B) of the Companies Act, 1956.
 Your Directors recommend the re-appointment of M/s. Suresh Surana &
 Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of
 the Company, to hold the office as such till the conclusion of the next
 Annual General Meeting.
 
 EMPLOYEE RELATIONS:
 
 Human resource continues to be the Company''s most treasured asset. Your
 Company has created a favourable work environment which encourages the
 capability building and development of requisite skills at all levels.
 The open work culture and prompt and frequent communication with the
 employees have enabled the Company to attract, retain and develop
 talent.
 
 ACKNOWLEDGEMENT:
 
 Your Directors would like to express their sincere appreciation for the
 assistance and co-operation received from the financial institutions,
 banks, Government authorities, customers, vendors and members. Your
 Directors also convey their deep sense of appreciation to the employees
 of the Company at all the levels for their enormous efforts as well as
 collective contribution to the Company.
 
                                                  By Order of the Board
 
                                                                   Sd/-
                                                     Suresh G. Bharwani
                                         Chairman and Managing Director
 
 Place: Mumbai
 Date : 25th May, 2011
 
 Registered Office:
 401, Bussa Udyog Bhavan, 
 Tokersi Jivraj Road, Sewri (W), 
 Mumbai – 400 015