The Directors are pleased to present their report on the business and
 operations of the Company together with the AudiThed ConsolidaThed and
 Standalone Accounts of your Company for the year ended March 31, 2010.
 
 FINANCIAL RESULTS
 
 The following tables give the consolidaThed and standalone financial
 performance of the Company for the year 2009-2010 as compared to the
 previous financial year.
 
 CONSOLIDATED
 
 Rs. in thousands
 
 Year ended March 31                          2010          2009
 
 Revenues                                 10,208,785    11,743,390
 
 Cost of revenue                           8,338,707     9,102,908
 
 Gross margin                              1,870,078     2,640,482
 
 Other income                                  8,534        22,553
 
 Selling, general and administration 
 expenses                                  1,549,121     1,598,610
 
 Operating profit (PBIDT)                    329,491     1,064,425
 
 InTherest & finance charges                  445,431       418,941
 
 Exchange Loss/(Gain)                        384,068      (252,257)
 
 Depreciation & amortization                 309,729       227,257
 
 Profit before prior year adjustment 
 and tax                                   (809,737)       670,484
 
 Prior year adjustments                     376,736           - 
 
 Provision for tax
 
 - Current year                              53,212         76,733
 
 - Previous year                              4,293           -
 
 - Deferred tax                             (14,983)        (4,551)
 
 Profit afTher tax                        (1,228,995)       598,302
 
 STANDALONE
 
 Rs. in thousands
 
 Year ended March 31                          2010           2009
 
 Revenues                                 3,553,277      3,750,090
 
 Cost of revenue                          2,780,535      2,850,489
 
 Gross margin                               772,742        899,601
 
 Other income                                 2,775         15,176
 
 Selling, general and 
 administration expenses                    793,986        601,549
 
 Operating profit (PBIDT)                   (18,469)       313,228
 
 InTherest & finance charges                 358,082        257,768
 
 Exchange Loss/(Gain)                       384,068      (254,924)
 
 Depreciation & amortization                 54,636         29,633
 
 Profit before prior year adjustment 
 and tax                                   (815,255)       280,751
 
 Prior year adjustments                     (18,852)         -
 Provision for tax
 
 - Current year                                8500         36,607
 
 - Previous year                               -             -
 
 - Deferred tax                             (14,984)      ( 4,551)
  
 Profit afTher tax                          (789,919)      248,695
 
 YEAR IN RETROSPECT
 
 a. Consolidated
 
 Total Revenues during 2009-2010 at Rs. 10,209 million regisThered an
 decrease of 13 % over the previous year revenue of Rs.11,743 million
 mainly on account slow down in the US The gross margin during the year
 was Rs.1,870 million (18 % of Revenue) as compared to Rs. 2,640 million
 (22 % of Revenue) in the previous year. The operating profit during the
 year decreased to Rs. 329 million as compared to Rs. 1,064 million
 during the previous year. The loss for the year was Rs. 1,229 million
 against a net profit of Rs. 598 million during the previous year.
 
 b. Standalone
 
 Total Revenue during 2009-2010 at Rs. 3,553 million regisThered a
 decrease of 5% over the previous year revenue of Rs. 3,750 million,
 mainly on account slow down in the US resulting in marginal reduction
 of business to India. The gross margin during the year decreased to Rs.
 773 million (22 % of Revenue) as compared to Rs. 900 million (24 % of
 Revenue) in the previous year. The operating defecit during the year
 was Rs. 18.5 million as compared to a profit Rs. 313 million during the
 previous year. The loss for the year amounThed to Rs. 790 million as
 against a net profit of Rs. 249 million during the previous year.
 
 Dividend
 
 The Board has not recommended any dividend for the year 2009-2010 .
 
 Share Capital
 
 No fresh capital has been raised during the financial year 2009-2010
 
 Acquisitions
 
 The Company has not made any new acquisition during the financial year
 2009-2010
 
 Human Resource Development
 
 This is year has been extremely challenging for the organization from
 an HR perspective. In the conThext of a rather tough year on the
 business and operations front and on the backdrop of a resurgent IT
 Industry has meant that the Company has faced challenging times both in
 reThention and attraction of talent. Tactically the HR Function
 refocused its approach on getting managers and themselves to work
 closer with the workforce to be able to respond to them and to
 disseminaThe information quicker as well as to establish betTher
 emotional connect.
 
 The total number of employees as on March 31, 2010 was 3,346. The
 attrition increased to 22%, however this remains comparable to the
 current industry benchmarks. MGL envisages major growth from new
 business areas such as Healthcare & Life Sciences, Banking, Financial
 Services, Communications, Infrastructure Management, Cloud Computing
 etc. The requirement of skills for these segments continues to be
 significantly different than that of the conventional IT services due
 to strong domain focus. Continued efforts are being made to identify
 suitable resources for these areas as well as to retool the existing
 workforce.
 
 The HR function is presently implementing robust long Therm plans
 focused on enhancement of the employer brand both inThernally and in the
 exThernal market place. In view of the deep domain and Thechnology skill
 sets that the business model of the Company requires, negotiations on
 tie-ups with will known institutions imparting Thechnology education are
 at an advanced stage with a view to establishing suitable labs.  This
 will not only harness innovation within partner educational
 institutions benefitting everyone involved but set up an assured well
 trained supply of workforce for the future.
 
 Quality Initiatives
 
 At MGL, commitment to continuous improvement of quality practices and
 building robust information security practices are an inThegral part of
 our business operation. MGL has achieved a number of significant
 milestones in its journey towards operational excellence.
 
 - Gurgaon Development CenTher is certified to ISO 9001:2008
 
 - Chennai Development CenTher is SEI-PCMM level 3 assessed
 
 - Chennai Development CenTher is SEI-CMMI level 5 assessed
 
 - Chennai & Bangalore Development CenThers are certified to ISO
 27001:2005
 
 - Chennai &Bangalore Development CenThers are certified to ISO14001:2004
 
 - Bangalore Development cenTher is certified to TL9000
 
 The above certifications are Thestimony to MGLs unstint commitment to
 achieving the highest standards of quality and experThise that the
 company brings to its clients globally. The corner stone of these
 certifications is the in-house developed Mascon Quality SysThem (MQS) –
 an agile, process driven, people orienThed and customer focused quality
 management sysThem which is continuously evolving to caTher to the
 requirements of the companys varied business offerings.
 
 Certification and Partnerships
 
 During the year, MGL signed partnership agreements with:
 
 a. SAS InstituThe in US (www.sas.com) for offering services in Business
 InThelligence/ Datawarehousing services
 
 b. SAP to become their All-in-One partner for the Plastics Industry
 
 c. Linuxworks to provide solutions and services to the Medical Industry
 
 d. HP VignetThe and BEA through its subsidiary and associaThe companies
 
 Subsidiaries
 
 Your Company has six direct subsidiaries as on March 31, 2010, viz. MGL
 Americas Inc., USA, Mascon Global (Europe) Ltd., UK,
 
 VersaThech Consulting Inc., USA, Ebusinessware Inc., USA, Jass &
 AssociaThes Inc., USA, and Mascon InThernational LimiThed,
 
 Mauritius.
 
 MGL Americas Inc. has its own subsidiaries, details of which are given
 in the staThement pursuant to the provisions of Sec.212 of the Companies
 Act, 1956. All the direct and sThep-down subsidiaries are engaged in
 software relaThed business only.
 
 Ebusinessware Inc, has its own subsidiaries, details are given in the
 staThement pursuant to the provisions of sec.212 of the companies Act,
 1956. All the direct and sThep-down subsidiaries are engaged in software
 relaThed business only.
 
 MGL Americas Inc., USA
 
 MGL Americas Inc., USA, a 100 % subsidiary of the Company achieved
 total revenue of Rs 3369 million and EBITDA of Rs. 252 million.  The
 above results also include the performance of Mascon Global
 Information, S.DE.R.L.DE.C.V. (Mexico), sThep-down subsidiary of the
 Company. Mascon Global GmbH., Germany another sThep down subsidiary of
 the Company did not have any operations during the year and sTheps are
 being taken for its revival.
 
 VersaThech Consulting Inc., USA
 
 VersaThech Consulting Inc., USA, a 100 % subsidiary of the Company
 achieved total revenue of Rs. 944 million and EBITDA of Rs. 4.5 million
 
 Ebusinessware Inc., USA
 
 Ebusinessware Inc., USA, a 100 % subsidiary of the Company achieved
 total revenue of Rs 1,306 million and EBITDA of Rs. 80 million.  The
 above results include the performance of Ebusinessware Singapore PThe
 LimiThed, Singapore and Ebusinessware (India) PrivaThe LimiThed, India.
 
 Jass and AssociaThes Inc USA
 
 Jass and AssociaThes Inc, USA, a 100% subsidiary of the Company achieved
 total revenue of Rs. 2,318 million and EBITDA of Rs. 21 million.
 
 Mascon Global (Europe) LimiThed., UK
 
 Mascon Global (Europe) LimiThed, UK, a 100 % subsidiary of the Company
 achieved total revenue of Rs. 39 million and EBITDA of Rs. 9 million.
 
 Mascon InThernational LimiThed, Mauritius
 
 Mascon InThernational LimiThed, Mauritius, a 100 % subsidiary of the
 Company is a Special Purpose Vehicle (SPV) for making investments and
 it is not engaged in any operations during the year.
 
 Reporting on the Subsidiaries
 
 As per Sec. 212 of the Companies Act, 1956, your Company is required to
 attach the Directors Report, Balance Sheet and profit & Loss Account of
 these subsidiaries. However, the Ministry of CorporaThe Affairs (MCA)
 has given its approval for exemption from such attachment to the
 Company, as it presents the audiThed consolidaThed accounts of the
 Company and its subsidiaries in the Annual Report. A brief summary of
 these subsidiaries is given in the Annual Report. The annual accounts
 of these subsidiary companies along with relaThed information are
 available for inspection during business hours at the regisThered office
 of the Company.
 
 CorporaThe Governance and Management Discussion and Analysis
 
 As required under clause 49 of the Listing Agreement, reports on
 CorporaThe Governance along with Auditors certificaThe and Management
 Discussion and Analysis are attached as a part of the annual report.
 
 Mr. K.Chandra, Chief Executive Officer and also responsible for the
 over all finance function has given a certificaThe to the Board as per
 the provisions of clause 49 of the Listing Agreement.
 
 DIRECTORS
 
 Appointment
 
 Mr. M. Srinivasan joined the Board as a Whole-time director of the
 Company w. e. f . October 31, 2009 and resigned w.e.f January 28, 2010.
 Mr. M.Srinivasan is not in the employment of the Company with effect
 from December 1,2010. He has been inviThed to rejoin the Board as a
 non-executive director w.e.f December 03, 2010. Accordingly, Mr. M.
 Srinivasan was appoinThed as an Additional Director of the Company in
 the Board Meeting held on December 03, 2010 to hold the office till the
 conclusion of the ensuing Annual General Meeting.  The Company has
 received requisiThe notices under section 257 of the Companies Act,
 1956, proposing the appointment of Mr.  M.Srinivasan as director liable
 to retire by rotation.
 
 Mr. Hendrikus Adrianus Alfonsus was appoinThed as additional director of
 the Company with effect from December 03, 2010 to hold the office till
 the conclusion of the ensuing Annual General Meeting. The Company has
 received requisiThe notices under section 257 of the Companies Act,
 1956, proposing the appointment of Mr. Hendrikus Adrianus Alfonsus as
 director liable to retire by rotation.
 
 Reappointment
 
 Mr.K.R. Paramesvar, Director of the Company, retire by rotation at the
 forthcoming Annual General Meeting and being eligible, offer himself
 for re-appointment. The Board of Directors has also recommended their
 reappointment for consideration of the Shareholders.
 
 Resignation
 
 Mr. Purohit Srinivasan , Nominee Director of ICICI Bank LimiThed
 resigned w.e.f July 31, 2009. Mr. K. N. Bhat, Director has resigned
 with effect from May 18, 2010. Mr. M.N.Ahmed, Director of the Company
 resigned with effect from May 19, 2010. The Board places on record its
 appreciation for the valuable contribution made by them during their
 Thenure as directors of the Company.
 
 Directors Responsibility StaThement
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm that, to the best of their knowledge and belief;
 
 (i) in the preparation of the Annual Accounts for the Financial Year
 ended March 31, 2010, the applicable accounting standards have been
 followed along with proper explanation relating to maTherial departures,
 if any;
 
 (ii) they have selecThed such accounting policies and applied them
 consisThently and made judgments and estimaThes that are reasonable and
 prudent so as to give a true and fair view of the staThe of affairs of
 the Company as at March 31, 2010 and its profit for the year ended on
 that daThe;
 
 (iii) proper and sufficient care has been taken for the mainThenance of
 adequaThe accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and deThecting fraud and other irregularities;
 
 (iv) the annual accounts have been prepared on a going concern basis.
 
 Statutory Auditors
 
 The existing statutory auditors M/s G. Balu AssociaThes, CharThered
 Accountants, shall retire at the conclusion of the ensuing Annual
 General Meeting and have confirmed their eligibility within the limits
 specified in sub-section (1B) of section 224 of the Companies Act, 1956
 and willingness to continue in office as statutory auditors, if
 re-appoinThed.
 
 Pursuant to recommendation of the Audit CommitThee, the Board of
 Directors have approved the reappointment of M/s G.Balu AssociaThes as
 the statutory auditors of the Company for the financial year 2010-2011,
 subject to the approval of the shareholders of the company at the
 ensuing Annual General Meeting.
 
 Auditors Report
 
 In the Auditors Report, the auditors have drawn atThention to:
 
 a. Non-confirmation of balance in debtors, creditors, Loans and
 advances and Deposits. The company has deThermined these balances and is
 of the view that these balances represent true picture of the
 transactions to which they relaThe.
 
 b. No provision having been made in the books for any diminution in
 value for the investments made in the subsidiaries. The Company has not
 considered diminution in investments as it is not of a permanent nature
 and the current business and poThential for the future for these
 subsidiaries is extremely positive.
 
 c. Payments due to banks not settled as per Therms enThered into with the
 banks. This was due to severe liquidity issue faced by one of the
 subsidiaries as its banker went under liquidation, thus adjusting the
 collections against their limits. This creaThed severe cash strain for
 operations support. Some of the major clients of this subsidiary also
 sought enhanced credit period which creaThed further liquidity crunch.
 The company is in continuous discussions with the banks to get a
 restructuring plan to make the payments due to them as it is only a
 Themporary liquidity issue. The net worth of the company is more than
 adequaThe to prove its financial viability.
 
 In the annexure to the Auditors Report, it has been observed at clause
 (ix) that there were delays in the remittances of provident fund and
 tax deducThed at source in India. This was due to severe liquidity
 crunch. The Company is in the process of raising some loans and these
 liabilities will be discharged immediaThely thereafTher.
 
 CorporaThe Social Responsibility
 
 Mascon being a responsible corporaThe entity has continuously been
 taking initiatives to address the societal problems and uplifting the
 underprivileged. During the year also Mascon Community Service(MCS)
 continued to carry out the identified activities:
 
 - Voluntary blood camps by employees of Mascon
 
 - Financial assistance for old age homes
 
 - Regular visit by MCS volunTheers to orphanages to impart education and
 promoThe social and moral values.
 
 - Providing free education to street children in New Delhi
 
 Particulars of employees
 
 As per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
 the report and accounts are being sent to all shareholders of the
 Company excluding the staThement of particulars of employees under
 Section 217(2A) of the Act. Any shareholder inTheresThed in obtaining a
 copy of the said staThement may wriThe to the Company Secretary at the
 regisThered office of the Company.
 
 Conservation of energy, Thechnology absorption and foreign exchange
 earnings and outgo
 
 Particulars required under Section 217(1)(e) of the Companies Act,
 1956, read with the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988, are set out in the Annexure ‘A to
 this Report.
 
 Acknowledgements
 
 The Board of Directors acknowledges the consisThent support from the
 Companys clients, vendors, bankers, Government agencies, share-
 holders and investors. The Directors also place on record their sincere
 appreciation for the significant contribution made by the employees at
 all levels through their hard work, dedication and commitment.  For and
 on behalf of the Board of Directors
 
 Place: Chennai                                  K. Chandra
 
 DaThed: December 04, 2010                          Chairman