To the Members,
 
 The Directors submits the Annual Report of the Company along with the
 Audited Statement of Accounts for the financial year ended on
 31.3.2011.
 
 1.  Financial Results
 
 The Financial Results of the Company on Consolidated basis are
 summarized hereunder :-
 
 Particulars                                2010-11         2009-10
                                              TRs.           TRs.
 
 Income                                    1,657,929      2,130,764
 
 Expenditure                               1,545,787      1,935,962
 
 Gross Profit                                112,142        194,802
 
 Interest and Fixed Financial Charges         41,718        166,294
 
 Depreciation & Amortization                 115,019        120,908
 
 Tax                                          10,132         38,160
 
 Prior Period Adjustments                       -               -
 
 Net Profit                                  (54,727)      (130,560)
 
 
 2.  Dividends
 
 Based on the Company''s performance and considering the losses incurred
 by the Company in the previous financial years, your Directors do not
 recommend payment of dividend for this financial year.
 
 3.  Transfer to Reserves
 
 Considering the performance of the Company in the year under review,
 the Board of Directors do recommend the amount of TRs. 634 for transfer
 to Bond Redemption reserve as required under section 117C of the
 Companies Act, 1956 read with General Circular No. 9/2000 dated
 18.2000, However the Board do not recommend any amount to transfer to
 General Reserve.
 
 4.  Company''s Performance
 
 There is marginal improvement in the Company''s performance during the
 year under review on standalone basis from the stage as reported in the
 Director''s Report dated 18th August, 2011 and Director''s Report dated
 03rd September, 2011 for the financial year ended on 31st March, 2009
 and financial Year ended on 31st March, 2010 respectively. The company
 has achieved consolidated revenue of TRs.1,657,929 and incurred losses
 of TRs. 54,727 against revenue of TRs. 2,130,764 and incurred Losses of
 TRs. 130,560 during the previous year.
 
 The caused delay in finalization of Annual accounts for the year under
 review is substantially due to the delay in finalization of financial
 statements of the company for the financial years 2008-09 and 2009-10
 (due to the reasons mentioned in the report for said period) which were
 completed on 3rd September, 2011 only.
 
 The Board is now concentrating on completion of the delayed large
 System Integration projects to maintain business continuum, to develop
 customer confidence and to generate new System Integration and services
 business. We are now able to achieve major project milestones and
 expect to close the ongoing projects very soon so that old pending
 receivable may be collected and cash flow situation may eased. New
 business acquisition is a challenge given the cash flow situation which
 led to foregoing some new business in the recent past.
 
 The Company is parallels pursuing restructuring of Bank liabilities
 and amicable settlement with vendors.
 
 5.  Subsidiaries
 
 The company has four Wholly Owned Subsidiary Companies namely, Belgium
 Satellite Services S.A.  (Belgium), Unified Technologies Pvt. Ltd., ORG
 Telecom Ltd., ORG Singapore Pte. Ltd.
 
 a) The Belgium Satellite Services, S.A. (BSS) has achieved the revenue
 of EURO 20.09 million equivalent to INR 127.27 Cr. and incurred
 marginal operational loss of EURO 0.02 million equivalent to INR 0.16
 Cr. The company is performing well and will achieve new benchmarks in
 the time to come.
 
 b) Unified Technologies Pvt. Ltd. (TECHUNIFIED) the revenue generated
 by the company during the year under review is Rs.21.91 Lakhs and
 incurred losses of Rs.29.19 Lakhs. As reported earlier the Management
 is focusing on reorganizing the company''s operations around its product
 portfolio and also diversifying into IT enabled services.
 
 c) ORG Telecom Ltd. (OTL): OTL is now our follow on subsidiary company
 as it become the subsidiary of BSS with effect from the financial year
 under review. The company has generated revenue of Rs.104.35 Lakhs and
 incurred losses of Rs.258.94 Lakhs. However as reported earlier BSS is
 now focusing on satellite services business opportunity in India
 through OTL as Special purpose vehicle.
 
 d) ORG Singapore Pte. Ltd. (ORG Singapore):
 
 There are no business operations during the financial year under review
 in the company. However your company is trying to explore the new
 business opportunity for this subsidiary like offshore IT enabled
 services etc.
 
 6.  Employees Stock Options Scheme (ESOS) :
 
 Pursuant to permission granted by the shareholders of the Company to
 issue Shares under ESOS to its employees, your Board of Directors has
 formed an ESOS Committee, with its current members consisting of Mr.
 B.V. Suryakumar, Mr. R.L. Dube and Mr. Ketan K.  Adhvaryu, Directors of
 the Company.
 
 Pursuant to the ESOS Scheme framed by the Company in accordance with
 the approval obtained from shareholders vide resolution dated August
 30, 2003, the Company has got in-principle approval for issuance of
 1176000 equity shares from the Stock Exchange, Mumbai.  These shares
 could be issued by the ESOS Committee from time to time in accordance
 with the Scheme and SEBI Guidelines. The said ESOS Scheme was extended
 to the employees of Subsidiary Company i.e. ORG Telecom Ltd. also vide
 Special Resolution passed by the shareholders of the Company in their
 Annual General Meeting held on 30.8.2005.
 
 Following disclosures are being made in respect of the present ESOS
 Schemes and Options allotted pursuant thereto as per the requirement of
 Clause 12.1 of the SEBI (ESOS & ESPS) Guidelines, 1999:-
 
                              ESOS –II*             ESOS-III*
                             (2005)**              (2006)**
 
 (I)    Optional Granted\     2,93,000              4,46,000
                              to be vested over     to be vested over a
                              a period of 4 years   period of 4 years
                              equally at the rate   equally at the rate
                              of 25% each year      of 25% each year
 
 (II) Pricing Formula         Par value of the      Par value of the share
                              share which           which is Rs. 10/-
                              is Rs. 10/-           or
                              or                    Average of Weekly
                              Average of Weekly     High and Low of the
                              High and Low of the   closing price of the
                              closing price of      share quoted on the
                              the share quoted      National Stock
                              on the National       Exchange of India
                              Stock Exchange of     Limited or Bombay
                              India Limited or      Stock Exchange
                              Bombay Stock          Limited where number
                              Exchange Limited      of trading 
                                                    quantity of
                              where number of       shares are higher
                                                    during
                              trading quantity of   the period of 
                                                    last two
                              shares are higher     months or as may be
                              during the period     thinks fit by 
                                                    the ESOS
                              of last two months    Committee.
                              or as may be
                              thinks fit by the
                              ESOS Committee.
 
 (III) Total Options
 Vested                       2,38,475              2,79,250
 
 (IV) Total Option
 
 Exercised                    82,275                50,625
 
 (V)   Total No. of Shares    82,275                50,625
 as a result of
 exercise of Options.
 
 (VI) Total Option            20,250                45,000
 carried to next year
 
 (VII) Total Options          1,90,475              3,50,375
 Lapsed
 
 (VIII)  Variation of terms   N.A. except           N.A. except inclusion
  of Options                  inclusion of          of employees of
                              Subsidiary of         Subsidiary of   the
                              employees of          Company (ORG
                              the Company           Telecom Limited) and
                             (ORG Telecom           revision in Pricing
                              Limited) and          Formula.
                              revision in
                              Pricing Formula.
 
 (IX)  Money realized by      Rs.41,13,750/-        Rs.31,38,750/-
 exercise of Options
 
 (X)   Total number of        11,76,000             11,76,000
 Options approved
 by Stock Exchanges
 under the Scheme.
 
 (XI)  Employee wise
 Details of Options :
 
 (a)  Granted to Senior       2,04,000              4,46,000
 Management
 
 (b)  No. of Employees        16                    13
 Receiving 5% or
 more of Options
 out of the total
 Option granted in
 that year.
 
 *Now, the 4 years vesting of Options under this tranches
 
 have been completed.
 
 ** During the year under report, no option was exercised by any of the
 employees out of their carried forward Options.
 
 
 7.    Directors
 
 Mr. Manoj Gupta, Managing Director of the company, who was appointed on
 18th August, 2009 has resigned on 19th August, 2010 and then Board has
 appointed Mr. BV Suryakumar as Managing Director initially for a period
 of one (1) year with effect from August 19th, 2010 and reappointed now
 for another two (2) years, subject to approval of shareholders and
 Statutory Authorities.
 
 The brief of changes in the non executive Directors of the Company
 during the period from 1.4.2010 to till date are as given below:
 
 Sr. Name of 
     Directors     Designation     Date of     Date of      Remarks
 No.                               Appointment Resignation
                                              /Change of
                                               Designation
 
 1   Mr. Kalyan    Director        06.11.2009  21.06.2010   Resignation
     Mazumder
 
 2   Brig. Jagjit 
     Singh         Director        18.08.2009  01.08.2010   Resignation
     Ahuja
 
 3   Mr. Kartikeya Director        22.01.2007  11.04.2011   Resignation
     V. Sarabhai
 
 4   Mr. Sushil 
     Kumar
     Chaturvedi*   CEO & WTD       18.08.2009  12.05.2011   Resignation
 
 5   Mr. B.V.      Managing        19.08.2010  Continuing
     Suryakumar    Director
 
 6   Mr. R.L. 
     Dube          Director        06.07.2007  Continuing
 
 7   Ms. Binu 
     Mehta         Director        19.08.2010  Continuing
 
 8   Mr. Anmol 
     Krishan       Additional      12.05.2011  30.9.2011    Ceased
     Sekhri        Director
 
 9   Mr. Ompal 
     Singh         Additional      12.05.2011  30.9.2011    Ceased
     Chadha        Director
  
 10  Mr. Ketan K.  Director        03.08.2011  Continuing
     Adhvaryu
 
 Note : Mr. Sushil Kumar Chatruvedi continues as Chief Executive Officer
 of the Company.
 
 Mrs. Binu Mehta and Mr. R.L. Dube retire by rotation and being eligible
 offer themselves for re-appointment has been reappointed in the thirty
 fifth Annual General Meeting, 2011 held on 30th September, 2011.
 
 8.  Auditor''s and Auditor''s Report
 
 The Sorab S. Engineer & Co., Chartered Accountants, who are the
 Statutory Auditors of the company, retires on the conclusion of Annual
 General Meeting, 2011 and are reappointed as Statutory Auditors of the
 company till the conclusion of next Annual General Meeting.
 
 The attached Auditor''s Report to the members of the company for the
 period under review is self explanatory except Clauses referred herein
 below with clarifications/ comments of the board on the same for the
 consideration of the members.
 
 Clauses of Auditor''s Report:
 
 Clause-4: With respect to the contingent liabilities not provided for,
 the Board is of the view that all the items report are not required to
 make any provisions as the same are either subjoin, project milestone
 achieved or appeal preferred etc.  as the case may be. Regarding cash
 crunch problem and redressal of the same kindly refer Point-4 of this
 Report above.
 
 Clause-5 (i): The provision of Rs.161,700 made for fall in value of
 Investment in Unified Technologies Pvt. Ltd. was
 
 because this Software Development Company has suffered severely during
 the economic meltdown. Majority of employees had left the company. The
 Management is now focusing on reorganizing the company''s operations
 around its product portfolio and also diversifying into IT enabled
 services.
 
 Clause-5(ii): Kindly refer Note No7, of the Notes to Accounts,
 schedule-22 of the balance Sheet for clarification on the reported
 item.
 
 Clause-5(iii): The Board is of the view that considering the business
 relationship with the such sundry debtors, the same is recoverable, may
 be with some reasonable deductions, which can not be ascertained at
 this stage.
 
 Clause-5(iv): The balance confirmation for Banks account in Afganistan,
 where company was handing project during the year 2004-05 could not be
 obtained.
 
 Clause-5 (v): The Company has taken all appropriate action to
 recover/adjust the reported amount from vendors, business associate
 companies.
 
 Clause-5(vi): The Board is of the view, that there is possibility of
 set off of carry forward CENVAT in future but this may be carry forward
 to the extent permitted by the provision of relevant Act. Kindly refer
 Note 10(a) of the Notes to Accounts, Schedule-22 of the Balance Sheet.
 
 Clause-5(vii): The High Court of MP has passed the Order, quashing the
 decision of MPSEDC to encash Tender Security submitted by the company.
 However the Court has given an opportunity to MPSEDC to issue a show
 cause Notice to the company before refund of such tender security and
 such show cause notice has been served to the company which has been
 replied by the company within the time provided.  The Management is
 hopeful to recover said amount of TRs.25000 from MPSEDC.
 
 Clause-5(viii): Kindly refer Note No. 9, of the Notes to Accounts,
 schedule-22 of the balance Sheet for clarification on the reported
 item.
 
 Clause-5(ix): During the year under review, with the approval of
 shareholders, subject to approval of Statutory Authorities, the company
 has appointed Mr. BV Suryakumar as New Managing Director after
 resignation of Mr. Manoj Gupta as Managing Director on 19th August,
 2010. The required statutory  approval will be taken on removal of
 procedural constraints faced by the company with the Ministry of
 Corporate Affairs (online filing with MCA21). For further clarification
 kindly refer Note No20.
 
 Clause-5(x): The Management of the company in consultation with the
 Board and Audit committee are of the view that no provisions be made
 for the items reported there .Wherever appropriate they have been
 disclosed in the Contingent liabilities. Kindly refer relevant Note in
 the Notes to accounts for further clarification.
 
 Clause-6(iv) Kindly refer Note-7, 9 and 10 of the Notes to accounts,
 Schedule-22 of the Balance Sheet for clarification on the reported
 Items.
 
 Clauses of Annexure of Auditor''s Report:
 
 Clause-1&2: Considering the nature of business of the company, its not
 possible to physically verify the Inventories, Stock spare etc. at
 clients site.
 
 Clause 3(b): Interest free loan is given to its wholly owned subsidiary
 y companies only. The company is negotiating with suppliers to waive
 off the Interest and commission claim made by them.
 
 Clause-4 & 7: The Board of Directors has noted the observation of the
 Auditors that the internal audit & control was not commensurate with
 the size and nature of the Company''s business. The Board submitted that
 due to severe cash crunch in the company it could not done during last
 financial years and assures the members that immediate step will be
 taken to ensure that the internal audit & control will be commensurate
 with the business operation of the Company.
 
 9.  General
 
 Particulars as required under Section 217(1)(e) of the Companies Act,
 1956 read with Rule 2 of the Companies (Disclosure of Particulars in
 Report of Board of Directors) Rules, 1988 is appended herewith and
 forms part of this report.
 
 There were No employees who withdrawn the remuneration, during the
 financial year under review, exceeding the limits specified under
 Section 217(2A) of the Companies Act, 1956 read with Companies
 (Particulars of Employees) Rules, 1975, as amended from time to time.
 
 10.  Directors'' Responsibility Statement
 
 Your Directors confirm that:- (i) In preparation of the annual
 accounts, the applicable accounting standards have been followed along
 with proper explanation relating to material departures;
 
 (ii) The directors have selected such accounting policies and applied
 them consistently and 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 at the end of the financial year and of the profit or
 loss of the company for that period;
 
 (iii) The directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of Companies Act, 1956 for safeguarding the assets of the
 company and for preventing and detecting frauds and other
 irregularities;
 
 (iv) The directors have prepared the annual accounts on a going concern
 basis.
 
 11.  Corporate Governance
 
 The Report on Corporate Governance as required under Clause 49 of the
 Listing Agreement is given as an Annexure-II to this Report. A
 Certificate from Practicing Company Secretaries regarding compliance of
 applicable conditions of Corporate Governance as stipulated under
 Clause 49 of the Listing Agreement is also attached to this report.
 
 12.  Acknowledgements
 
 The Board records its appreciation of the support which the Company has
 received from its bankers, customers, government organizations,
 overseas strategic alliance partners, staff and employees. The Board
 also appreciates the confidence reposed by the shareholders in the
 Company and its management.
 
 For and on behalf of the Board of Directors
 
 B.V. Suryakumar                   Binu Mehta
 
 Managing Director                 Director
 
 Vadobara
 
 October 5, 2011