1. FINANCIAL RESULTS – CONSOLIDATED RESULTS OF MASTEK LIMITED AND ITS
 SUBSIDIARIES
 
                                                          Rs. in Crore
 
 PARTICULARS                                      Year           Year
                                                 ended          ended
                                              June 30,       June 30,
                                                  2011           2010
 
 Income
 
 Income from It services and                     593.3          713.8 
 Products
 
 Other Income                                     20.9            8.1
 
 Total Income                                    614.2          721.9
 
 Expenses                                        612.5          626.6
 
 Depreciation                                     28.8           26.7
 
 Interest and Financial Charges                    1.2            1.3
 
 (Loss)/Profit Before                           (28.3)           67.3 
 Exceptional Items and Tax
 
 Exceptional item                                 27.2              –
 
 (Loss)/Profit Before Tax                       (55.5)           67.3
 
 provision for tax, net charge/                    0.4          (0.4) 
 (credit)
 
 (Loss)/Profit After Tax                        (55.9)           67.7
 
 FINANCIAL RESULTS – MASTEK LIMITED (STANDALONE)
 
                                                         Rs. in Crore
 
 PARTICULARS                                      Year           Year
                                                 ended          ended
                                              June 30,       June 30,
                                                  2011           2010
 
 
 Income                                          413.2          440.9
 
 (Loss)/Profit before Tax                        (5.6)           24.0
 
 Tax Expense/(Credit)                            (4.3)         (13.0)
 
 (Loss)/Profit After Tax                         (1.3)           37.0
 
 Add: Profit brought forward                     249.4          239.5 
 from previous year
 
 Profit available for                            248.1          276.5 
 appropriation
 
 Interim Dividend                                    -            5.4
 
 Final Dividend                                      -            3.4
 
 Corporate Dividend tax                              -            1.5
 
 transferred to general                              -           16.9 
 reserve
 
 Balance carried to Balance                      248.1          249.4 
 Sheet
 
 2.  RESULTS OF OPERATIONS
 
 A) Group global operations
 
 The Company’s performance for the financial year ended June 30, 2011
 under review (FY 2011) was affected by a number of factors.  key among
 those was the marked decrease in clients engaging in transformational
 deals due to the global economic crisis and particularly in UK where
 Mastek has a substantial presence. the long sales cycles as well as
 reduction in insurance revenues from Capita, UK added to the head winds
 that the Company faced this year. the above mentioned reasons along
 with the continued product development spends in the insurance vertical
 in North America and wage hikes to retain the best talent had a
 substantial impact on the financial performance.
 
 On a consolidated basis, the Company registered a total income of Rs.
 614.2 crore in FY2011. this represents a 14.9% decline compared to Rs.
 721.9 crore in the preceding year. As a consequence, it had a loss of
 Rs. 55.9 crore in FY 2011 compared to the profit of Rs. 67.7 crore in
 FY 2010. the loss in FY 2011 is after considering an exceptional item
 of Rs. 27.2 crore in relation to impairment of goodwill of Vector
 Insurance services. Despite the adverse circumstances, the Company
 registered a Cash croft of Rs. 0.5 crore in FY 2011 compared to Rs. 94
 crore in FY 2010.
 
 The UK remained the largest contributor to Mastek’s business among all
 its operating geographies. During the year under review, the UK
 operations contributed Rs. 290.9 crore in revenues, amounting to 49% of
 overall consolidated revenues for the year. this was however a
 de-growth of 22% compared to Rs. 373.9 crore during the corresponding
 period last year. one of the key clients, Capita UK, took a relook at
 its strategy with respect to migrating policies of its clients on to
 the Elixir4 platform. the further development on this platform has been
 put on hold leading to a reduction in the revenues from the insurance
 vertical.
 
 The North American operations, which now includes both the us and
 Canada businesses, also registered a de-growth of 11.9% to Rs. 258.0
 crore from Rs. 292.8 crore last year primarily due to lack of new
 account wins in the first half of the year.
 
 During the year under review, the Company has targeted its product
 development spends
 
 in North America with the objective of building the end to end platform
 in the Life and Annuity space. the Company also acquired substantially
 all of the assets of Glastonbury, CT based SEG software, LLC, a leading
 provider of policy administration systems covering individual and group
 life, health & annuity insurance products. this acquisition reinforces
 the Company’s commitment to the North American insurance market and
 will expand its presence and capabilities in the life and annuity
 policy administration arena.
 
 Mastek’s operations in the Asia-Pacific region, specifically India,
 were impacted on the insurance side due to the new IRDA regulations
 which have forced providers to become competitive to survive in the
 market place. expenses related to It and marketing have been slashed
 leading to a decreased pipeline of opportunities for the It players in
 the insurance space. However, there was good traction from government
 projects in India and have been involved in implementing niche projects
 on the social justice, sales tax and the education fields for various
 State governments in India. During FY 2011, these operations
 (Asia-Pacific including India & middle east) contributed Rs. 44.3 crore
 to overall consolidated revenues as compared to Rs. 47.1 crore in FY
 2010 refecting a de-growth of 6%.
 
 The last quarter of the year has refected improved performance with the
 12 month order backlog ending higher at Rs. 309 crore.  overall, the
 Company added 14 new clients in this financial year.
 
 (A more detailed discussion of the Company’s business model, strategy,
 and performance appears in the management Discussion & Analysis section
 of this annual report.)
 
 B) Mastek standalone operations
 
 On a stand-alone basis, Mastek reported a total income of Rs. 413.2
 crore for FY 2011 as compared to Rs. 440.9 crore for FY 2010.  the
 Company made a Net Loss of Rs. 1.3 crore compared to the profit of Rs.
 37 crore in FY 2010.
 
 C) Board and management
 
 During the year under review, Ms. Priti Rao, Mr. Venkatesh Chakravarty
 and Dr. Rajendra Sisodia were inducted as Independent Directors of the
 Company. In the same period,
 
 Mr. Raj Nair and Mr. Amit shah resigned from the Board of the Company.
 
 Mr. Mrinal Sattawala, group president resigned from the services of the
 Company in June, 2011. Mr. Sudhakar Ram, the Company’s Chairman &
 managing Director has now taken over responsibility of all operations
 and the senior leadership team reports to him directly.
 
 3.  BUSINESS OUTLOOK
 
 FY 2012 is expected to be a better year with increased traction across
 the key geographies in UK and North America. positive signals of the
 momentum can be witnessed from the deal wins in UK in the last quarter
 of FY 2011, increasing pipeline of opportunities in the Non-Life
 (property & Casualty) space in North America, improved order backlog
 position and some exciting developments on the government side in
 India. the initiatives that were put in place at the start of the year
 are expected to translate into revenue growth while the Company will
 strive towards profitability.
 
 4.  LIQUIDITY AND CASH EQUIVALENT
 
 The Company continues to maintain a good level of cash and cash
 equivalent, which enables it to not only eliminate short and
 medium-term liquidity risks but also provide the leverage to scale up
 operations at a short notice.
 
 During the year, Mastek invested surplus funds in Liquid schemes and
 Fixed maturity plans of mutual Funds and Fixed Deposits with leading
 Banks. As of June 30, 2011, the Cash and Cash equivalent (including
 investment in mutual Funds) stood at Rs. 159 Crore.
 
 5.  AUDITED ACCOUNTS OF SUBSIDIARY COMPANIES
 
 In view of the Circular No.2/2011 dated 8th February, 2011 issued by
 the government of India, ministry of Company Affairs, New Delhi, the
 accounts of subsidiary companies are not attached to the audited
 accounts of the Company.  the Board of Directors of the Company has
 given consent for not attaching the Annual Accounts of the subsidiary
 companies. We, hereby, undertake that the Annual Accounts of subsidiary
 companies and related detailed information shall be made available to
 the shareholders at any point of time. Copies of the annual accounts of
 subsidiary companies shall also be available for inspection by any
 shareholder at the registered office of the Company.
 
 6.  ISSUE OF SHARE CAPITAL
 
 During the year, the Company allotted 7,250 equity shares of Rs. 5 each
 to its eligible employees who exercised their options under employee
 stock option plan.
 
 7.  DIVIDEND
 
 In view of the loss incurred by the Company during the year and to
 conserve Cash resources for future business operations, the Directors
 do not propose a Dividend for the year ended June 30, 2011.
 
 8.  EXCESS REMUNERATION PAID TO CHAIRMAN & MANAGING DIRECTOR AND
 EXECUTIVE DIRECTOR
 
 In response to the paragraph 4 of the Auditor’s Report for the year
 ended June 30, 2011 in respect of excess remuneration paid to Chairman
 & managing Director and executive Director aggregating to Rs. 0.6 crore
 and Rs. 0.2 crore respectively, the Company is approaching the
 shareholders and Central government to seek their approval in respect
 of the waiver for recovery of excess remuneration paid as mentioned
 above.
 
 9.  DIRECTORS’ RESPONSIBILITY STATEMENT
 
 The Board of Directors of the Company confirms:
 
 - that in the preparation of the annual accounts, the applicable
 accounting standards have been followed and there has been no material
 departure;
 
 - that the selected accounting policies were applied consistently and
 the Directors made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as on June 30, 2011, and of the Loss of the Company for the
 year ended on that date;
 
 - that proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, to safeguard the Company’s assets and prevent and
 detect fraud and other irregularities;
 
 - that the annual accounts have been prepared on a going concern basis.
 
 10.  DIRECTORS
 
 Mr. Anil Singhvi and Dr. Rajendra Sisodia, Directors of the Company,
 retire by rotation and, being eligible, offer themselves for
 re-appointment.
 
 The Board of Directors, in modification of existing terms, re-appointed
 Mr.  Sudhakar
 
 Ram as Chairman & managing Director and Mr. Radhakrishnan Sundar as
 executive Director effective July 1, 2011, subject to approval of
 shareholders and other prescribed authorities for a period of 3 years.
 
 11.  AUDITORS
 
 you are requested to appoint Auditors and fix their remuneration. The
 retiring auditors, M/s. Price Waterhouse, Chartered Accountants, (Firm
 Registration No. 012754N) have confirmed their availability within the
 limits of section 224(1B) of the Companies act,1956.
 
 12.  HUMAN RESOURCES
 
 Mastek deploys its intellectual capability to create and deliver
 intellectual property (IP)-led solutions that make a business impact
 for its global clients.  For this, the key success enabler and most
 vital resource is world-class talent. Mastek continually undertakes
 measures to attract and retain such high quality talent.
 
 As on June 30, 2011, the Company had a total of 2905 employees. the
 Company has resumed recruitment of fresh talent for its different
 projects.
 
 The Directors wish to place on record their appreciation for the
 contributions made by employees to the Company during the year under
 review.
 
 Information as per section 217(2A) of the Companies Act, 1956, read
 with the Companies (particulars of employees) Rules, 1975, forms part
 of this report. However, as per the provisions of section 219(1)(b)(iv)
 of the Companies Act, the report and accounts, excluding the statement
 of particulars under section 217(2A), are being sent to all members.
 Any member interested in obtaining a copy of the statement of
 particulars may write to the Company at its Registered Office.
 
 13.  EMPLOYEE STOCK OPTIONS
 
 Plan II
 
 The Company established a new scheme in 2002 for granting 700,000 stock
 options to employees and each option representing one equity share of
 the Company. the exercise price is as governed by the guidelines issued
 by SEBI. the scheme is governed by the employee stock option scheme and
 employees stock purchase guidelines issued in 1999 by SEBI. There is a
 minimum period of twelve months for the first vesting from the date of
 the grant of options. the options are exercisable within two years of
 their vesting. As per the SEBI guidelines issued in 1999, and as
 amended from time to time, the excess of the market price of the
 underlying equity shares as of the date of the grant of the option over
 the exercise price of the option
 
 is to be recognized and amortized on a straight line basis over the
 vesting period. the options granted during the year have been granted
 at an exercise price which is equal to the market price of the
 underlying equity shares. Consequently, there is no compensation cost
 in the current year.  In April, 2006, the Company issued Bonus shares
 in the ratio of 1:1 and the number of unvested and unexercised options
 and the price of the said options have been adjusted accordingly.
 
 In accordance with the guidelines, the Company has passed the necessary
 special resolutions in January 2002 to approve the scheme and to extend
 the plan to the employees of its subsidiaries.
 
                                                     (No. of options)
 
                                                  Year           Year
                                                 ended          ended
                                              June 30,       June 30,
                                                  2011           2010
 
 Opening Balance                                 7,750         91,520
 
 Granted during the year                             –              –
 
 Exercised during the year                     (5,250)       (14,458)
 
 Cancelled during the year                     (2,500)       (69,312)
 
 Balance unexercised options                         –          7,750
 
 Plan III
 
 The Company passed special resolutions at its Annual general meeting
 held on September 20, 2004 approving the allocation of 700,000 stock
 options to the eligible employees of the Company and its subsidiaries.
 
 The Company subsequently established a new scheme in 2004 for granting
 700,000 stock options to the employees referred to above, each option
 representing one equity share of the Company. the exercise price is as
 governed by the guidelines issued by SEBI. The scheme is governed by
 the employee stock option scheme and employee stock purchase guidelines
 issued in 1999 by SEBI and as amended from time to time. The first
 vesting of the stock options shall happen only on completion of one
 year from the date of grant and the options are exercisable within two
 years from the date of vesting. As per the SEBI guidelines, the excess
 of market price of the underlying equity shares as of the date of the
 grant of the options over the exercise price of the option is to be
 recognized and amortized on a straight line basis over the vesting
 period.  the options granted during the year have been granted at an
 exercise price which is equal to the market price of the underlying
 equity shares.  Consequently, there is no compensation cost in the
 current year. In April, 2006 the Company issued Bonus shares in the
 ratio of 1:1 and the number of unvested and unexercised options and the
 price of the said options have been adjusted accordingly.
 
                                                     (No. of options)
 
                                                  Year           Year
                                                 ended          ended
                                              June 30,       June 30,
                                                  2011           2010
 
 Opening Balance                               546,794        898,624
 
 Granted during the year                             –              –
 
 Exercised during the year                           –       (26,938)
 
 Cancelled during the year                   (267,502)      (324,892)
 
 Balance unexercised options                   279,292        546,794
 
 Plan IV
 
 The shareholders of the Company through postal Ballot on August 9, 2007
 approved the allocation of 1,000,000 stock options to the eligible
 employees of the Company and its subsidiaries.
 
 The Company subsequently established a new scheme in 2007 for granting
 1,000,000 stock options to the employees referred to above, each option
 representing one equity share of the Company. the exercise price is as
 governed by the guidelines issued by SEBI. The scheme is governed by
 the employee stock option scheme and employee stock purchase guidelines
 issued in 1999 by SEBI and as amended from time to time. The first
 vesting of the stock options shall happen only on completion of one
 year from the date of grant and the options are exercisable within two
 years from the date of vesting. During the year the Company has
 extended the vesting period from two years to seven years. As per the
 SEBI guidelines, the excess of market price of the underlying equity
 shares as of the date of the grant of the options over the exercise
 price of the option is to be recognized and amortized on a straight
 line basis over the vesting period. the options granted during the year
 have been granted at an exercise price which is equal to the market
 price of the underlying equity shares. Consequently, there is no
 compensation cost in the current year.
 
                                                     (No. of options)
 
                                                  Year           Year
                                                 ended          ended
                                              June 30,       June 30,
                                                  2011           2010
 
 Opening Balance                               513,714        614,917
 
 Granted during the year                             –              –
 
 Exercised during the year                     (2,000)        (3,047)
 
 Cancelled during the year                   (104,476)       (98,156)
 
 Balance unexercised
 options                                       407,238        513,714
 
 Plan V
 
 The Company introduced a new scheme in 2008 for granting 1,500,000
 stock options to the employees, each option representing one equity
 share of the Company. the exercise price as may be determined by the
 Compensation Committee and such price may be the face value of the
 share from time to time or may be the market price or any price as may
 be decided by the Committee and will be governed by the guidelines
 issued by SEBI. The scheme is governed by the employee stock option
 scheme and employee stock purchase guidelines issued in 1999 by AEBI
 and as amended from time to time. The first vesting of the stock
 options shall happen only on completion of one year from the date of
 grant and the options are exercisable within seven years from the date
 of vesting. As per the SEBI guidelines, the excess of market price of
 the underlying equity shares as of the date of the grant of the options
 over the exercise price of the option is to be recognized and amortized
 on a straight line basis over the vesting period. The options granted
 during the financial year ended June 30, 2011 and June 30, 2010 have
 been granted at an exercise price which is equal to the market price of
 the underlying equity shares except for 50,000 options (previous year
 25,000 options), which had been granted at a price less than the market
 price. Consequently, compensation cost of Rs. 0.9 crore (previous year
 Rs. 0.6 crore) has been charged to the Profit and Loss account during
 the current year.
 
                                                     (No. of options)
 
                                                  Year           Year
                                                 ended          ended
                                              June 30,       June 30,
                                                  2011           2010
 
 Opening Balance                               891,000         61,000
 
 Granted during the year                       879,248      1,116,000
 
 Exercised during the year                           –              –
 
 Cancelled during the year                   (452,900)      (286,000)
 
 Balance unexercised
 options                                     1,317,348        891,000
 
 Plan VI
 
 The Company introduced a new scheme in 2010 for granting 2,000,000
 stock options to the employees, each option representing one equity
 share of the Company. the exercise price as may be determined by the
 Compensation Committee and such price may be the face value of the
 share from time to time or may be the market price or any price as may
 be decided by the Committee
 
 and will be governed by the guidelines issued by SEBI. The scheme is
 governed by the employee stock option scheme and employee stock
 purchase guidelines issued in 1999 by SEBI and as amended from time to
 time. The first vesting of the stock options shall happen only on
 completion of one year from the date of grant and the options are
 exercisable within seven years from the date of vesting. As per the
 SEBI guidelines, the excess of market price of the underlying equity
 shares as of the date of the grant of the options over the exercise
 price of the option is to be recognized and amortized on a straight
 line basis over the vesting period.
 
                                                     (No. of options)
 
                                                  Year           Year
                                                 ended          ended
                                              June 30,       June 30,
                                                  2011           2010
 
 Opening Balance                                     –              –
 
 Granted during the year                       569,600              –
 
 Exercised during the year                           –              –
 
 Cancelled during the year                           –              –
 
 Balance unexercised
 options                                       569,600              –
 
 Disclosure required under SEBI (ESOS & ESPS) guidelines, 1999
 
 In order to enable the Company to continue with its ESOP, the Company
 passed special resolutions through postal ballot in January, 2002 for
 issue of 700,000 stock options to its employees. At the Annual general
 meeting held on September 20, 2004, the Company passed special
 resolutions to issue 700,000 stock options to its employees.  the
 Company passed special resolutions through postal ballot in August 9,
 2007 for issue of 1,000,000 stock options to its employees. on march
 20, 2009, the shareholders of the Company approved the further issue of
 1,500,000 options to the employees. At the Annual general meeting of
 the Company held on October 1, 2010, the shareholders of the Company
 approved the further issue of 2,000,000 options.
 
 a) options granted: opening: 1,959,258
 
 b) Issued during the year: 1,598,848
 
 c) Pricing formula: Market Price as defned by SEBI from time to time or
 face value or such price as may be decided by the Compensation
 committee from time to time.
 
 d) options vested: 781,246
 
 e) options exercised: 7,250
 
 f) Total number of shares arising as a result of exercise of options:
 7,250
 
 g) Options lapsed: 827,378
 
 h) Variations of terms of options: NIL
 
 i) money realized by exercise of options: Rs. 1,129,625
 
 j) total number of options in force: 2,723,478
 
 k) employee-wise details of options granted to:
 
 (1) senior managerial personnel: 37
 
 (2) Any other employee who receives a grant in any one year of option
 amounting to 5% or more of more of option granted during that year: 5
 
 (3) Identified employees who were granted option, during any one year,
 equal to or exceeding 1% of the issued capital (excluding outstanding
 warrants and conversions) of the Company at the time of grant: Mr.
 Mrinal Sattawala was granted 400,000 options during the year ended June
 30, 2011.
 
 l) Diluted EPS pursuant to issue of shares on exercise of option
 calculated in accordance with Accounting standard (As) 20 is Rs.
 (0.50).
 
 m) The impact of this difference on profits and on EPS of the Company
 
                                                   (Rs. in Crore)
 
 Profit After Tax (PAT)                                    (1.33)
 
 Less: Additional employee                                   4.27
 compensation based on fair value
 
 Adjusted PAT                                              (5.60)
 
 Adjusted EPS (in Rs.)                                     (2.08)
 
 n) Weighted-average exercise price and fair value of stock options
 granted during the year:
 
 Stock                Weighted      Weighted           Closing
 options               average       Average      market price
 granted on           exercise    fair value         at BSE on
                         price                     the date of
                      (in Rs.)                  grant (in Rs.)
 
 July, 2010            295.40        153.93            295.40
 
 October,              242.65        124.90            242.65 
 2010
 
 April, 2011           125.30         63.57            125.30
 
 o) Description of            The Black Scholes
 the method                   option pricing model
 and significant              was developed for
 assumptions used             estimating fair value 
 during the year              of traded options
 to estimate the              that have no vesting
 fair value of the            restrictions and are
 options, including           fully transferable.  
 the following                Since option pricing
 weighted average             models require 
 information:                 use of substantive
                              assumptions, changes 
                              therein can materially 
                              affect fair value of
                              options. The option 
                              pricing models do not 
                              necessarily provide a
                              reliable measure of 
                              fair value of options.
 
 The main assumptions used in the Black- Scholes option-pricing model
 during the year were as follows:
 
 Sr.  Grant Date             July    October      April
 no                      20, 2010   13, 2010   14, 2011
 
 1    Risk Free Interest
      Rate                  7.54%      7.94%      7.94%
 
 2    Expected
      Life (years)              6          6          6
 
 3    Expected
      Volatility           53.25%     51.46%     50.00%
 
 4    Dividend
      Yield                 1.54%      1.54%      1.54%
 
 14. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY,
 TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Information under section 217(1)(e) of the Companies Act, 1956, read
 with the Companies (Disclosure of particulars in the Report of the
 Board of Directors) Rules, 1968, forming part of the Directors’ Report
 for the year ended June 30, 2011:
 
 a) Conservation of Energy
 
 As a software Company, energy costs constitute a small portion of the
 total cost and there is not much scope for energy conservation.
 
 Form A is not applicable for software industry.
 
 b) Technology Absorption
 
 Not Applicable
 
 c) Foreign Exchange Earnings and Outgo -
 
 Total foreign exchange used and earned by the Company
 
                                              (Rs. in Crore)
 
                                         June 30,   June 30,
                                             2011       2010
 
 Exchange Used                              162.1      173.3
 
 Exchange Earned                            384.0      383.1
 
 15.  CORPORATE GOVERNANCE
 
 Mastek follows best practices in Corporate governance by benchmarking
 them with the best in the world.
 
 The Board of Directors re-appointed Mr. Sudhakar Ram as Chairman &
 managing Director and Mr.  Radhakrishnan Sundar as executive Director
 with effect from July 1, 2011, subject to approval of shareholders and
 other prescribed authorities for a period of 3 years on the following
 terms and conditions:
 
 Mr. Sudhakar Ram, Chairman & Managing Director
 
 Basic Salary:
 
 Rs. 3,35,000/- month (Rupees three Lakhs thirty Five thousand only),
 with an option of annual increment as may be decided by the
 Compensation Committee/ Board of Directors, from time to time.
 
 Bonus:
 
 Based on the performance as may be evaluated by the Board of the
 Directors/Compensation Committee, from time to time on the basis of
 Actual (1) order booking (2) Revenue and (3) Net profits for each year.
 
 Company Accommodation:
 
 The Company will provide rent-free furnished accommodation to Mr Ram
 and his family members and the annual cost to the Company thereof shall
 not exceed Rs. 20 Lakhs (Rupees twenty Lakhs only).
 
 Special Allowance:
 
 Rs. 332,000/- month (Rupees three Lakhs thirty two thousand only).
 
 Car Facility:
 
 Car facility with driver to be used for the business of the Company.
 
 Club Fees:
 
 Re-imbursement of Club Fees.
 
 Education Expenses:
 
 Reimbursement of education expenses for one dependent child, not
 exceeding Rs. 11 Lakhs per annum.
 
 Telephone:
 
 Free telephone facility at his residence to be used for the business of
 the Company.
 
 Provident Fund Contribution:
 
 Company’s contribution towards provident fund as per rules of the
 Company, but not exceeding 12% of the salary.
 
 Gratuity:
 
 As per rules of the Company.
 
 Perquisites:
 
 As may be permitted as per the policy of the Company or by the Board of
 Directors and/or the Compensation Committee of the Board of Directors.
 
 For the purposes of calculating the above ceilings, perquisites shall
 be evaluated as per Income-tax Rules, wherever applicable. In the
 absence of any such Rules, perquisites shall be evaluated at actual
 basis. provision of car and telephone for use of the Company’s business
 and telephone at the Chairman and managing Director’s Residence will
 not be considered as perquisites. the following shall not be included
 for the purposes of computation of the Chairman and managing Director’s
 remuneration or perquisites as aforesaid:
 
 (i) the Company’s contribution to provident fund,
 
 (ii) encashment of leave at the end of the tenure of office of the
 Chairman and Managing Director,
 
 (iii) Gratuity payable at the rate not exceeding half a month’s salary
 for each completed year of service.
 
 Notice Period: six months notice or Notice pay equivalent to six months
 basic salary.
 
 Severance Fees: The Company has not made any special provisions for
 severance fees.
 
 Stock Options: NIL
 
 Mr. Radhakrishnan Sundar, Executive Director
 
 Basic Salary:
 
 Rs. 2,35,000/- (Rupees two Lakhs thirty Five thousand only) per month,
 with an option of annual increment as may be decided by the
 Compensation Committee/ Board of Directors, from time to time.
 
 Bonus:
 
 Based on the performance as may be evaluated by the Board of the
 Directors/Compensation Committee, from time to time on the basis of
 Actual (1) order booking (2) Revenue and (3) Net profits for each year.
 
 House Rent Allowance:
 
 The Company will provide furnished accommodation to Mr Sundar. However,
 where no accommodation is provided by the Company to Mr Sundar or Mr
 Sundar does not opt for the accommodation provided by the Company, then
 he shall be entitled to House Rent Allowance subject to a ceiling of
 50% of the basic salary i.e Rs. 1,17,500/- (Rupees one Lakh seventeen
 thousand Five hundred only) per month.
 
 Adhoc Allowance:
 
 Rs. 2,31,000 (Rupess two Lakhs thirty one thousand only) per month.
 
 Car Facility:
 
 Car facility with driver to be used for the business of the Company.
 
 Telephone:
 
 Free telephone facility at his residence to be used for the business of
 the Company.
 
 Provident Fund Contribution:
 
 Company’s contribution towards provident fund as per rules of the
 Company, but not exceeding 12% of the salary.
 
 Gratuity:
 
 As per rules of the Company.
 
 Perquisites:
 
 As may be permitted as per the policy of the Company or by the Board of
 Directors and/or the Compensation Committee of the Board of Directors.
 
 For the purposes of calculating the above ceilings, perquisites shall
 be evaluated as per Income-tax Rules, wherever applicable. In the
 absence of any such Rules, perquisites shall be evaluated at actual
 basis.
 
 Provision of car and telephone for use of the Company’s business and
 telephone at the executive Director’s Residence will not be considered
 as perquisites. the following shall not be included for the purposes of
 computation of the executive Director’s remuneration or perquisites as
 aforesaid:
 
 (i) the Company’s contribution to provident fund,
 
 (ii) encashment of leave at the end of the tenure of office of the
 Executive Director,
 
 (iii)Gratuity payable at the rate not exceeding half a month’s salary
 for each completed year of service.
 
 Notice Period: six months notice or Notice pay equivalent to six months
 basic salary.
 
 Severance Fees: the Company has not made any special provisions for
 severance fees.
 
 Stock Options: NIL
 
 The report on corporate governance is included in the Annual Report.
 
 16. ACKNOWLEDGEMENTS
 
 The Directors would like to place on record their sincere appreciation
 for the continued co- operation, guidance, support and assistance
 provided by the sEEPZ Authorities, MIDC, Department of electronics,
 ICICI Bank, standard Chartered Bank Ltd and other government
 departments and authorities.
 
                                             By the Order of the Board
 
                                                          Ashank Desai
                                                              Director
 
 Mumbai
 July 25,2011