The Directors present their report for the Financial Year 2010-11.
 
 Financial Highlights
 
                                                    (Rs. in Million)
 
 Particulars                               2010-11      2009-10
 
 Income from Operations                     47,761       51,005
 
 Other Income                                2,899          129
 
 Total Income                               50,660       51,134
 
 Operating Proft / (Loss) (PBIDT)            7,263        5,781
 
 Interest and Financing Charges                 92          254
 
 Depreciation / Amortization                 1,499        1,908
 
 Exceptional items                           6,411        4,169
 
 (Loss) before Tax                            (739)        (550)
 
 Provision for Tax                             537          162
 
 (Loss) after Tax                           (1,276)        (712)
 
 Equity share capital                        2,353        2,352
 
 Reserves and Surplus                       43,881       43,963
 
 Debit balance in Proft and Loss Account    24,622       23,346
 
 Earnings per share
 (Rs. Per equity share of Rs. 2 each)
 - Basic (Rs.)                                 (1.08)      (0.65)
 
 - Diluted EPS (Rs.)                           (1.08)      (0.65)
 
 Business Overview
 
 During the year under review, your Company (Mahindra Satyam) recorded Rs.
 47,761 Million towards income from operations. North America, Europe,
 Asia Pacifc including India and rest of the world accounted for 53.21%,
 26.53%, 17.73% and 2.53% of the revenues respectively. Offshore revenue
 during the year was 45.90% while onsite stood at 54.10%.
 
 The Financial Year 2010-11 saw Mahindra Satyam winning new business,
 improving proftability, introducing new services and successfully
 tackling various challenges. One of Mahindra Satyams biggest
 achievements during the year was the publication of the fnancial
 results as per Indian GAAP, a complex and involved task, which was
 successfully completed in a relatively short time frame. This enabled
 your Company to put greater focus on business and growth. On the
 business front, your Company continued on FIFA success to win an
 engagement with a Government sports body in the Middle East.
 
 Your Company continues to work towards realizing the vision – to be
 the most valued ICT Company - with innovative and differentiated
 offerings. Your Companys investment council continuously evaluates
 ideas and initiatives from Leaders and Associates, and our Cloud
 offerings, Enterprise Mobility services and Smart Grid are examples of
 Companys focus and investment in these areas. Mahindra Satyam
 established a Windows Azure Centre of Excellence in partnership with
 Microsoft. Your Company also launched a Hewlett-Packard (HP) Centre of
 Excellence in Bangalore and Hyderabad. This lab will focus on
 developing new testing competencies, and work on custom research and
 development for specifc customers.
 
 A new wave of thought leadership - ‘Rise has been launched at all
 Mahindra Satyam locations as part of the initiative across Mahindra
 group. ‘Rise implies achieving world-class standards in everything we
 do, setting new benchmarks of excellence and conquering tough global
 markets.
 
 Dividend
 
 Due to inadequacy of profts and the brought forward debit balance in
 Proft & Loss account, no dividend has been recommended by the
 Directors.
 
 Increase in the Share Capital
 
 Consequent to issue of 379,991 equity shares of Rs. 2 each to Associates
 upon exercise of options under the Associate stock option plans of the
 Company, during the year under review, the paid-up share capital of the
 Company increased from Rs. 2,352 Million divided into 1,176,185,762
 equity shares of Rs. 2 each to Rs. 2,353 Million divided into 1,176,565,753
 equity shares of Rs. 2 each.
 
 Human Resources
 
 Your Company is powered by a group of talented IT & consulting
 professionals. An effective retention strategy and pride of being
 associated with the resurrection has helped to bring a marked
 improvement in the retention of key Associates. Acquiring top talent
 continues to be one of our primary objectives. The total Associate
 headcount stood at 24,123 as on March 31, 2011.
 
 The Performance and Potential Management System was revamped to offset
 the limitations of a traditional career management program.  Associates
 now have the distinct opportunity to choose either a specialist or
 managerial career path at key infection points in the organization.
 This enables the right cross matching of opportunities with individual
 aspirations and helps to provide a well rounded industry exposure to
 Associates.
 
 Leadership development and capability enhancement continues to be the
 focus areas for the organization. Our investments in enhancing the
 skill levels and successfully deploying talent have helped enhance
 utilization levels across the company. To continually strengthen our
 Associates skills - from entry level programmers to lateral hires, a
 variety of classroom and action learning interventions have been rolled
 out.
 
 Great emphasis is being placed on building young leaders and programs
 such as Global Leadership Cadre (GLC) and Shadow Board help unearth
 young, aspiring talent and provide them with high-octane, growth
 accelerating roles.
 
 Since a globally mobile and diverse workforce continues to be a key
 asset of your Company, programs that encourage diversity and culture at
 the workplace are being encouraged. A special initiative, titled
 ‘Starting Over that was launched at Mahindra satyam this year is aimed
 at increasing women leadership at the work place. This targets women
 candidates who have taken a career break and wish to get back into the
 workforce.
 
 The tenets of Rise – the DNA of the Mahindra Group which encourages
 employees to accept no limits, come up with alternative thinking and
 drive positive change – is being internalized and our internal systems
 and practices are being aligned to recognize and reward such behaviour.
 
 Infrastructure
 
 During the year under review, your Company has completed Tower 1 in
 Infocity SEZ project, which was recommenced in the year 2009-10 and
 created 4,304 additional spaces. Construction activities in MSTC SEZ in
 Hyderabad and in Chennai SEZ Campus, which were also recommenced in the
 year 2009-10 are under execution and targeted for completion in the
 year 2011-12 for creation of 5,974 additional spaces. The additional
 spaces created in Infocity SEZ Campus in Hyderabad are being occupied.
 
 Your Company surrendered 1,520 leased / rented spaces across various
 locations as part of the space consolidation process after considering
 the available own space for the campus.
 
 Your Company was allotted lands in different states for creation of
 development centres over a period of time. Considering the current
 requirement, the fnancial and other obligations associated with the
 allotment, your Company had obtained conditional approval for
 surrendering land at Madurai.
 
 Green Initiatives
 
 The Green Initiative activities include extensive awareness drive on
 economic utilization of power and water, tips on energy conservation
 and plantation drives. Apart from the regular ongoing awareness drives,
 the ‘Green Initiative activities have been broadly covered and
 distributed in the felds as indicated below:
 
 - Power Management: Operational controls are playing a major role in
 our efforts for the reduction of power by creating awareness on energy
 conservation among employees through mailers, webinars, posters,
 pamphlets and road shows.
 
 - Water Management: Awareness mailers are sent to Associates focusing
 on the need for water conservation and in major locations, the sewerage
 water is being recycled through sewerage treatment plants and reused
 for landscaping. Six Sigma methodology has been adopted in one of the
 location to focus on optimisation of water consumption.
 
 - Travel Management: Frequent mailers are being sent to Associates
 urging them to use video-conferencing wherever applicable, rather than
 travelling down to the respective place.
 
 We have launched a car pooling tool to reduce the emission of green
 house gases and conserve the depleting natural resources.
 
 - Waste Management: The solid waste is being converted into manure
 through the process of Vermi composting which is piloted in our MSTC
 campus at Hyderabad. E-waste generated is disposed off in a legally and
 environment friendly manner through a company authorized by ‘Pollution
 Control Board.
 
 - Paper Management: We have undertaken various steps to reduce usage of
 paper to ensure the minimal effect of deforestation.
 
 - Others:
 
 - Completed External Assurance Audit for Corporate Sustainability for
 FY 2010-11.
 
 - Targeting for the LEED gold certifcation for the Chennai campus in
 fnancial year 2011-2012.
 
 - 1,225 saplings have been planted across India locations as a part of
 the extensive plantation drives.
 
 - Initiated phasing out of the usage of ozone depleting refrigerants
 for air conditioners as per global standards.
 
 - Maintaining well insulated stack heights for the diesel generators as
 per the ‘National Building Code guidelines to ensure that the
 emissions do not affect the environment.
 
 - Striving for construction of green data centres.
 
 - Major events like the Earth day, Energy Conservation week, Earth hour
 etc are being practiced to express our solidarity towards this cause.
 
 Quality
 
 Your Companys core value of Quality Focus strives to meet customer
 expectations at all times with qualitative deliverables and improvised
 to exceed expectations at work, in products, services and interactions
 with all the customers. The Quality Management System (QMS) and
 delivery framework have been aligned with Mahindra Satyams Vision and
 Core Values. The QMS establishes company-wide processes to implement
 Quality and continually improve organizations process capability. It
 maintains an incessant focus on both continuous process improvements,
 and Customer Delight.
 
 Your Company has successfully completed the external surveillance audit
 for the year under review, conducted by TUV India, for three standards,
 viz., (a) ISO 27001: 2005 (Information Security Management System), (b)
 ISO 20000:2005 (IT Service Management) and (c) ISO 9001:2008 (Quality
 Management Systems). All the delivery processes are in compliance with
 CMMI version 1.2 from SEI-CMU.  During the year under review, your
 Company has also been assessed at a maturity level 5 of the CMMI ver1.2
 for Bangalore, Chennai and Pune Delivery centres. These external
 certifcations are testimony of the robustness of business processes and
 at large the quality culture imbibed by every Associate.
 
 Your Company maintained its commitment to health, safety and
 environment by continually improving processes related to Health Safety
 & Environment (HSE) in accordance with ISO 14001 and OHSAS 18001
 standards. As part of ongoing efforts to reinforce the quality culture
 and customer orientation, your Company is focused towards QMS training
 for all Associates at regular intervals. Your Company has a
 comprehensive Delivery Framework integrating both Program and Project
 Management processes. During the year, your Company continued to
 maintain automation drive to enable delivery view at the
 
 level of the program manager, providing near real-time dashboards and
 reports for effective tracking of delivery.
 
 Your Company has a comprehensive Business Continuity and Disaster
 Recovery framework, as per BS 25999, to prevent and contain potential
 business disruptions in the event of any disaster. It can quickly
 resume services to customers acceptable service levels. The compliance
 to BS 25999 standard was verifed through an external surveillance audit
 conducted by BSI Management Systems in the month of October 2010 and
 was found to be as per specifcations, thereby meeting the requirements
 of the standard.
 
 Your Company implemented 110 projects in Six Sigma methodology for new
 process defnitions and solutions to business problems and they were
 certifed as GB projects. During the year under review, 361 Associates
 were trained in Green Belt and 11 in Black Belt program; of the 451
 Associates trained in function point approach for estimation, 30
 Associates have been certifed as Mahindra Satyam function point
 champions.
 
 Awards and Recognitions
 
 Your Company won several accolades during the year.
 
 - Oracle APAC FY10 OPN Enterprise 2.0 Partner of the Year Award from
 Oracle (October 2010)
 
 - Gold Award in the Event Services category by Rushmans and Informa
 Sports Group (ISG) at the International Sport Event Management Awards
 for its stellar contribution to the 2010 FIFA World Cup. The award is
 the highest peer recognition in the Sport industry. (November 2010)
 
 - Pitch Indias Top-50 Marketers Award, under the Resurgent Marketers
 category for 2010 (October 2010)
 
 - Development Centres at Bangalore, Chennai and Pune achieved Level 5
 Certifcation for the CMMI version 1.2 in the assessment done by KPMG
 (February 2011)
 
 - Mahindra Satyam BPO, a subsidiary of the Company, was honoured as
 ‘Indias most customer responsive BPO Company at the AGC Networks
 Customer Responsiveness Award 2010.
 
 Corporate Governance
 
 A report on Corporate Governance, along with a certifcate for
 compliance with the Clause 49 of the Listing Agreement issued by the
 Practising Company Secretary is provided elsewhere in the Annual
 Report.
 
 Social Programs
 
 Mahindra Satyam believes that commercial success in business should be
 gained through positive practices that aim to promote general welfare
 and also contribute to the development of society. Corporate Social
 Responsibility (CSR) is an essential part of the wealth creation
 process.  CSR programs are undertaken through Mahindra Satyam
 Foundation, the CSR arm of Mahindra Satyam. The Foundation operates out
 of Hyderabad, Bangalore, Bhubaneswar and Chennai.
 
 Mahindra Satyam Foundation supports and strengthens the vulnerable and
 disadvantaged sections of the society for transforming the quality of
 life through technology and volunteer support. The power of IT is
 leveraged to bridge the ‘digital divide that limits opportunities for
 success and prosperity, and thereby, transform lives of the less
 privileged. All initiatives of the Foundation are targeted towards the
 disadvantaged population in locations where Mahindra Satyam has a
 signifcant presence.
 
 During the year under review, Mahindra Satyam Foundation preferred to
 focus its activities in the core areas of – Education, Health (Blood
 Donation Drives), providing Livelihoods, Empowerment for Persons with
 Disability and Disaster Management. The detailed activities of Mahindra
 Satyam Foundation during the year are given elsewhere in this Annual
 Report.
 
 Legal Matters:
 
 Alleged Advances
 
 The erstwhile Chairman in his letter dated January 7, 2009, among
 others, stated that the Balance Sheet as of September 30, 2008 carried
 an understated liability of Rs. 12,304 Million on account of funds
 arranged by him. Subsequently, your Company received legal notices from
 thirty seven companies claiming repayment of Rs. 12,304 Million allegedly
 given as temporary advances and also claim damages / compensation @18%
 per annum from date of advance till date of repayment. The Company has
 not acknowledged any liability to any of the thirty seven companies and
 has replied to the legal notices stating that the claims are legally
 untenable.
 
 The Directorate of Enforcement (ED) is investigating the matter under
 the Prevention of Money Laundering Act, 2002 and directed the Company
 to furnish details with regard to the alleged advances and has further
 directed the Company not to return the alleged advances until further
 instructions from the ED.
 
 These thirty seven companies have also fled suits before the City Civil
 Court, Secunderabad, against the Company with a prayer to fle as an
 indigent person. Recently, one of the thirty seven companies has fled
 an application seeking leave of court to register the suit by receiving
 the court fees, based on an alleged change of its promoters. Your
 Company is contesting the claims for recovery fled as indigent
 petitions / suits by these companies.
 
 More details are provided in Note 5.1 of Schedule 18 – Notes to
 Accounts.
 
 Claims from Upaid Systems Limited (Upaid)
 
 In connection with the lawsuit fled by Upaid, your Company deposited in
 the previous year an amount of Rs.3,274 Million (equivalent to USD 70
 Million) into an escrow account pursuant to a Settlement Agreement with
 Upaid to settle the litigation commenced by Upaid against the Company
 in the United States District Court for the Eastern District of Texas,
 Marshall County in USA wherein Upaid sought damages exceeding USD 1
 Billion for fraud and forgery in addition to other punitive damages,
 fees and costs. Subsequently, your Company obtained a favorable ruling
 against Upaid from the Supreme Court of the State of New York, USA
 declaring that Upaid was solely responsible for any tax liability under
 Indian law in respect of the settlement amount.  Upaid has fled an
 application before the Authority for Advance Rulings seeking a binding
 advance ruling under the Income Tax Act, 1961 (IT Act), for taxability
 of the above mentioned payment.
 
 The order of the Authority for Advance Rulings has not been delivered
 till date. Pending resolution of dispute, the Texas Action is currently
 adjourned.
 
 More details are provided in Note 5.2 of Schedule 18 – Notes to
 Accounts.
 
 Class Action Complaint
 
 Subsequent to the letter by the erstwhile Chairman, a number of persons
 claiming to have purchased the Companys securities fled class action
 lawsuits against the Company, its former auditors and others in various
 courts in the USA alleging violations of the United States Federal
 Securities Laws. The lawsuits were consolidated into a single action
 (the Class Action) in the United States District Court for the
 Southern District of New York (the USDC). The Class Action Complaint
 sought monetary damages to compensate the Class Members for their
 alleged losses arising out of their investment in the Companys common
 stock and ADS during the Class Period.
 
 On February 16, 2011, your Company entered into a Stipulation and
 Agreement of Settlement (the Settlement Agreement) with the Lead
 Plaintiffs representing the Class to settle the Class Action. Under the
 Settlement Agreement, the Company has agreed to pay to the Class as
 consideration, USD 125 million, subject to the determination of the
 Authority for Advance Ruling, and 25% of any net recovery that the
 Company may in the future obtain against any of the PwC – Related
 Entities (former auditors).
 
 In accordance with the terms of the Settlement Agreement, your Company
 deposited Rs. 5,671 Million towards the settlement amount of USD 125
 Million into a segregated bank account (Segregated Account).
 
 The Settlement Agreement was granted preliminary approval by the USDC
 on March 21, 2011, but is subject to the fnal approval of the USDC upon
 which the settlement shall become effective pursuant to its terms and
 in exchange for the settlement consideration, the Lead Plaintiffs and
 the members of the Class who do not opt-out of the Class, would
 release, among other things, their claims against your Company.
 
 More details are provided in Note 15 of Schedule 18 – Notes to
 Accounts.
 
 Aberdeen Complaint
 
 On November 13, 2009, a trustee of two trusts that are assignees of the
 claims of twenty investors who had invested in the Companys ADS and
 common stock, fled a complaint against the Company, its former auditors
 and others (the Action) on grounds substantially similar to those
 contained in the Class Action Complaint referred to above The Action,
 which has been brought as an individual action, alleges that the loss
 suffered by the twenty investors is over USD 68 Million. The Action has
 been transferred to the Court in the Southern District of New York for
 pre-trial consolidation with the Class Action Complaint.
 
 On February 18, 2011, an amended complaint was fled in the Action
 (Aberdeen Amended Complaint). The Aberdeen Amended Complaint makes
 substantially the same allegations and asserted the same claims against
 your Company as the original complaint in the Action. In light of this
 amended complaint, the Court denied the then-pending motions to dismiss
 the original complaint in the Action as moot. On May 3, 2011, the
 Company and other defendants moved to dismiss the Aberdeen Amended
 Complaint on various grounds. Your Company is contesting the above
 lawsuit.
 
 SEC Proceedings
 
 Your Company entered into a Settlement Agreement with the SEC in
 connection with the previously-disclosed SEC investigations into
 misstatements in the Companys fnancial statements predating January 7,
 2009, the date of self-disclosure of fnancial irregularities by the
 Companys erstwhile Chairman, and into round tripping pertaining to
 periods prior to April 1, 2002 (collectively, the SEC Investigations).
 On April 6, 2011, the US District Court in Washington, D.C. (Court)
 accepted the proposed settlement and entered Final Judgment in the
 SECs civil action.
 
 Your Company cooperated fully with the SECs investigation. Subject to
 the completion of the undertakings summarized below, the entry of the
 Final Judgment concluded all issues with respect to potential charges
 against the Company stemming from the SEC Investigations. As the Final
 Judgment refects, your Company, without admitting or denying the
 allegations in the SECs complaint, agreed to pay an amount of USD 10
 Million as penalty; to be permanently enjoined from violating certain
 US securities laws; to subject itself to undertakings regarding, inter
 alia, strengthening its internal control and fnancial reporting
 processes and practices, internal training, and Code of Ethical
 Business Conduct; and to certify in writing compliance with the
 undertakings no later than one year from the date of the Final
 Judgment.
 
 In accordance with the terms of the Final Judgment, your Company
 deposited Rs. 467 million towards the penalty amount of USD 10 Million in
 a Special Purpose Account and subsequently this was wired to the
 account of the Court. The Company has fled an application (that is
 currently pending) before the Authority for Advance Rulings, seeking a
 binding advance ruling under the Income Tax Act, 1961 regarding
 taxability of the said amount.
 
 More details are provided in Note 16 of Schedule 18 – Notes to
 Accounts.
 
 Income Tax Dispute
 
 During the year, the Additional Commissioner of Income Tax directed the
 Company to get its accounts for the fnancial year 2001-02 and 2006-07
 audited under section 142(2A) of the Income Tax Act, 1961 which is in
 progress.
 
 The various petitions fled by your Company before the CBDT (for the
 fnancial years 2002-03 to 2007-08) to use its extraordinary powers and
 grant relief to mitigate the hardship caused to the Company, and to
 give appropriate instructions to the Assessing Offcer to exclude the
 fctitious sales and fctitious interest income, and to grant of stay of
 taxes, were summarily rejected by the CBDT. Consequently, the
 Additional Commissioner of Income Tax (ACIT) issued garnishee orders
 directing the Companys bankers to pay Rs. 6,165 Million. Aggrieved by
 such orders, the Company fled a Writ before the Honble High Court of
 Andhra Pradesh.
 
 The Honble High Court of Andhra Pradesh admitted the Writ Petition and
 directed the Company to pay an amount of Rs. 3,500 Million and submit a
 bank guarantee for Rs. 2,670 Million. Aggrieved by the order of the
 Honble High Court of Andhra Pradesh, the Company fled a Special Leave
 Petition before the Honble Supreme Court which, vide its order dated
 April 15, 2011 directed the Company to fle a comprehensive petition /
 representation before the CBDT giving all requisite details /
 particulars in support of its case for re-quantifcation / re-assessment
 of income for Financial Years 2002-03 to 2007-08. The Honble Supreme
 Court also directed the Company to submit a bank guarantee for Rs. 6,170
 Million.
 
 Your Company has complied with the directions of the Supreme Court and
 has submitted the bank guarantee as directed and consequently the
 attachment on the bank balances of the Company has been released.
 
 Further, your Company has also fled a comprehensive petition before the
 CBDT that is pending disposal.
 
 More details on income tax matters are provided in Note 5.5 of Schedule
 18 - Notes to Accounts.
 
 Subsidiaries
 
 Ministry of Corporate Affairs (MCA) vide their circular dated February
 08, 2011 granted general exemption under Section 212(8) of the
 Companies Act, 1956 from furnishing or attaching the documents as
 referred to under Section 212 (1) of the Companies Act, 1956,
 pertaining to subsidiaries, subject to certain stipulated compliance by
 the holding companies. Accordingly, your Company has complied with the
 required stipulations including disclosure of certain information in
 the Consolidated Balance Sheet (Refer Note 33 of Schedule 18 to the
 Consolidated Balance Sheet) and the documents referred to under Section
 212(1) of the Companies Act, 1956 are not attached to the Consolidated
 Balance Sheet. However, the said documents are available for inspection
 by the members at the registered offce of the Company.  The members
 interested in obtaining the said documents may write to Company
 Secretary at the registered offce of the Company.
 
 Satyam Venture Engineering Services Private Limited (SVES)
 
 SVES was incorporated as a joint venture between your Company and
 Venture Global Engineering LLC (VGE) USA, to provide engineering
 services and computer services to the automotive industry. The Company
 and VGE had equal stake in SVES. On account of disputes between the
 parties, the Company invoked the arbitration clause in the shareholder
 agreement and submitted the disputes to the London Court of
 International Arbitration (LCIA).The Arbitrator gave an award dated
 April 3, 2006 ordering VGE to transfer its shares in SVES to the
 Company. Further to the legal proceedings in various levels of court,
 on an appeal made by VGE, the Supreme Court of India, on January 10,
 2008, set aside the orders of the District Court and the High Court and
 directed status quo with regard to transfer of shares till the disposal
 of the suit.
 
 On January 17, 2008, the District Court of Michigan held VGE in
 contempt for its failure to honour the award and amongst others
 directed VGE to dismiss its Board members and replace them with
 individuals nominated by the Company. Following this VGE has appointed
 the Companys nominees on the Board of SVES and SVES confrmed the
 appointment at its Board meeting held on June 26, 2008. The Company is
 legally advised that SVES became its subsidiary under Section 4(2) (c)
 of the Companies Act, 1956 with effect from June 26, 2008. Further, VGE
 appealed against the order of the High Court to the Supreme Court. The
 Supreme Court on August 11, 2010 allowed VGEs application to bring on
 record additional pleadings. The matter is pending before the City
 Civil Court, Hyderabad.
 
 During the year ended March 31, 2011, VGE and the sole shareholder of
 VGE (the Trust, and together with VGE, the Plaintiffs), fled a
 complaint against the Company in the United States District Court for
 the Eastern District of Michigan asserting claims under Racketeer
 Infuenced and Corrupt Organisation Act, 1962 (RICO) and seeking damages
 with respect to the fraud claim, interest costs and attorney fees. In
 response, the Company has fled a motion to dismiss the complaint or, in
 the alternative, to compel Plaintiffs to arbitrate their claims
 pursuant to the arbitration provision in the Shareholders Agreement
 between VGE and the Company. The matter is pending disposal.
 
 Knowledge Dynamics Private Limited
 
 Knowledge Dynamics Pte Ltd, Singapore is a wholly owned subsidiary of
 Mahindra Satyam. It has a wholly-owned subsidiary in India named as
 Knowledge Dynamics Pvt. Ltd (Knowledge Dynamics). Considering lack of
 operations, Knowledge Dynamics made an application under
 the ‘Easy Exit Scheme, 2010, to the Registrar of Companies (ROC).  The
 name of the Company has been struck off by ROC effective from March 16,
 2011.
 
 C&S System Technologies Private Limited (C&S)
 
 C&S is a wholly-owned subsidiary of the Company, received notice of
 inspection dated February 02, 2011, from Serious Fraud Investigation
 Offce, New Delhi under section 209A of Companies Act, 1956, directing
 to submit information and certifed documents on few fnancial matters.
 C&S is considering the proposal to merge in the near future, with one
 of the other subsidiaries or with the parent company, after the
 settlement of pending investigations by SFIO.
 
 Fixed Deposits
 
 Your Company did not accept any deposits during the year under review.
 
 Directors
 
 Mr. Sanjay Kalra, the Nominee Director of Venturbay resigned from the
 directorship of your Company on August 27, 2010.  Mr. Gautam S. Kaji,
 who was an Independent Director, resigned effective from October 25,
 2010.
 
 Your Board places on record its appreciation for their contribution of
 services to the Company.
 
 Mr. M. Damodaran shall retire by rotation at the Annual General Meeting
 and is eligible for re-appointment.
 
 Auditors
 
 M/s Deloitte Haskins & Sells (DHS) Chartered Accountants, the statutory
 auditors of your Company, hold offce up to the conclusion of the
 ensuing Annual General Meeting of the Company and have given their
 consent for re-appointment.
 
 The Board recommends the re-appointment of M/s Deloitte Haskins &
 Sells, Chartered Accountants as the Statutory Auditors of the Company.
 
 The information and explanations on the qualifcations and adverse
 remarks contained in the audit report are provided in detail in the
 Schedule 18 - Notes to Accounts. Your Board opines that no further
 explanation is required in this regard.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo The particulars as prescribed under sub-section
 (1)(e) of Section 217 of the Companies Act, 1956 read with Companies
 (Disclosure of particulars in the report of Board of Directors) Rules,
 1988 are provided in Annexure - A which forms part of this report.
 
 Employee Particulars
 
 Particulars of employees as required under Section 217(2A) of the
 Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
 1975 as amended, forms part of this report. However, in pursuance of
 Section 219(1) (b) (iv) of the Companies Act, 1956, this report is
 being sent to all the shareholders of the Company excluding the
 aforesaid information and the said particulars are made available at
 the registered offce of the Company. The members interested in
 obtaining information under Section 217 (2A) may write to the Company
 Secretary at the registered offce of the Company.
 
 Directors Responsibility Statement
 
 As required by the provisions of Section 217 (2AA) of the Companies
 Act, 1956, the Directors Responsibility Statement is attached as
 Annexure - B to this report.
 
 Associate Stock Option Plan (ASOP)
 
 As required by clause 12 of SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999, the particulars of
 the Stock option plans of your Company are provided as Annexure - C to
 this report.
 
 Acknowledgements
 
 Your Directors gratefully acknowledge the co-operation and support
 received from its customers, vendors, investors, bankers, regulatory
 and Governmental authorities in India and abroad.
 
 Your Directors place on record their sincere appreciation for all the
 Associates for their contribution towards success of your Company.
 
                          For and on behalf of the Board of Directors
 
 Place : Hyderabad                                      Vineet Nayyar
 
 Date : May 23, 2011                                         Chairman