The Directors have pleasure in presenting to you this 27th Annual
 Report of your Company together with the Audited Accounts for the year
 ended March 31, 2010.
 
 FINANCIAL RESULTS:
 
 Your Companys financial performance for the year under review has been
 encouraging and is summarized below:
 
                                                    (Amount Rs. in Lacs)
 
 Particulars                                          Year ended
 
                                       March 31, 2010    March 31, 2009
 
 Income from operations 
 and other income                          120,972.94         67,938.71
 
 Profit before interest & 
 finance charges, 
 depreciation & taxation                    17,294.42          7,878.68
 
 Less: Depreciation                          1,731.04          1,208.41
 
 Less: Interest & finance charges            5,534.71          3,512.28
 
 Profit before taxation                     10,028.67          3,157.98
 Less: Provision for tax
 
 - Current                                   2,878.30          1,435.00
 
 - Deferred                                    641.41           (367.30)
 
 - Fringe benefits tax                              -             59.60
 
 -Wealth tax                                     1.80              1.90
 
 Less: Taxation for earlier years              319.88             68.01
 
 Profit after tax                            6,187.28          1,960.77
 
 Add: Balance of Profit & Loss 
 Account brought forward                        13.90          4,217.30
 
 Amount available for 
 appropriations                              6,201.18          6,178.08
 
 Proposed Dividend                             280.65            140.33
 
 Tax on Proposed Dividend                       47.70             23.85
 
 Transfer to Debenture 
 Redemption Reserve                            850.00          6,000.00
 
 Balance carried to 
 Balance Sheet                               5,022.83             13.90
 
 
 
 REVIEW OF OPERATIONS
 
 During the year under review, the Companys income from operations with
 other income stood at Rs. 120,972.94 Lacs as compared to Rs. 67,938.71
 Lacs in the previous year registering a growth of about 78%. Profit
 before interest & finance charges, depreciation & taxation stood at Rs.
 17,294.42 Lacs as against Rs. 7,878.68 Lacs in the previous year,
 thereby registering a growth of about 120%. Profit after tax registered
 a growth of about 216% and stood at Rs. 6,187.28 Lacs as compared to
 Rs. 1,960.77 Lacs in the previous year.
 
 DIVIDEND
 
 Keeping in mind the capital requirement for future growth of the
 Company and to conserve higher resources for operations of the Company,
 your Directors recommend for approval of Members a dividend of Re.
 1.00/- per share on the Capital of 2,80,65,000 Equity shares for the
 financial year 2009-10. The dividend on the equity shares, if declared
 as above, would involve an outflow of Rs. 280.65 Lacs towards dividend
 and Rs.47.70 Lacs towards dividend tax, resulting in a total outgo of
 Rs. 328.35 Lacs.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A report on Management Discussion and Analysis, as stipulated under
 Clause 49 of the Listing Agreement is covered under separate section
 and forming part of the Annual Report.
 
 DIRECTORS
 
 During the year under review, Mr. Ramesh Sharma, Mr. Deepak Vasdev and
 Mr. Ketan Chokshi have resigned from Directorship of the Company with
 effect from August 1, 2009, October 7, 2009 and April 30, 2010
 respectively. The Board places on record its appreciation for their
 valuable contribution during their tenure as Directors of the Company.
 
 The Board of Directors of the Company have re-appointed Mr. Kapil Puri
 as a Chairman and Managing Director and Mr. Adarsh Bagaria as a Whole
 Time Director of the Company for another period of five years w.e.f.
 January 21, 2010 subject to approval of members at the ensuing Annual
 General Meeting of the Company.
 
 Mr. Sunil Sarin, Mr. Subroto Chaudhury and Mr. Vijay Kumar Gupta were
 appointed as Additional Directors of the Company by the Board effective
 January 27, 2010, March 29, 2010 and April 12, 2010 respectively. They
 hold office upto the ensuing Annual General Meeting of the Company. The
 Company has received notices under Section 257 of the Companies Act
 1956, in respect of these Additional Directors proposing their
 appointments as Directors of the Company, along with the requisite
 deposits. Resolutions seeking approval of the shareholders for their
 appointments have been incorporated in the Notice of the ensuing Annual
 General Meeting.
 
 Mr. Adarsh Bagaria, Whole Time Director and Mr. Deepak Bhagchandaney,
 Deputy Managing Director of the Company, retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 Brief resume of the Directors proposed to be appointed/ re-appointed as
 stipulated under clause 49 of the Listing Agreement with Bombay Stock
 Exchange Limited are given in the Notice convening this Annual General
 Meeting.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217(2AA) of the Companies
 Act, 1956 with respect to the Directors Responsibility Statement, your
 Directors state that:
 
 - in the preparation of the Annual Accounts for the year ended March
 31, 2010 the applicable accounting standards have been followed and
 there are no material departures from the same;
 
 - 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 at March 31, 2010 and of the profit of the Company for the
 year ended as on that date;
 
 - 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 assets of the Company and to
 prevent and detect fraud and other irregularities;
 
 - the annual accounts have been prepared on a going concern basis.
 
 AUDITORS
 
 M/s Khandelwal Jain & Co., Chartered Accountants, the Statutory
 Auditors of your Company, will retire at the ensuing Annual General
 Meeting and are eligible for re-appointment.  The Company has received
 a letter from them to the effect that their appointment, if made, would
 be within the limits prescribed under Section 224(1 B) of the Companies
 Act, 1956.
 
 Your Directors recommend their appointment as Statutory Auditors of the
 Company for the Financial Year 2010-2011 and to hold office upto the
 conclusion of the next Annual General Meeting of the Company.
 
 The comments/observations of the Auditors, if any, are self explanatory
 and do not call for any further explanation or clarification except in
 respect of following observation of auditors:
 
 i) Under clause No. (vii) of the annexure to the Auditors Report, it
 is hereby clarified that considering the growth, the scope and coverage
 of internal audit system also has evolved and has been enlarged and
 strengthened from time to time to make it more effective. The company
 is continuously growing in terms of its operations and exploring
 various new opportunities in its sector. This is a continuous process
 and the Management is committed to adopt the best practices to ensure
 the same.
 
 ii) Under clause No. (ix)(a) of the annexure to the Auditors Report,
 it is clarified that delay in few cases in depositing statutory dues,
 arose on account of transactional complexity primarily arising from the
 lack of timely receipt of information from far off places due to
 geographical spread of our business operations, which were all
 subsequently rectified.
 
 iii) Under clause No. (xi) of the annexure to the Auditors Report in
 respect of auditors observation regarding certain delays in repayment
 of dues to financial institutions, banks and debenture holders, it is
 clarified that the delay in payment of dues was temporary in nature
 arising from mismatches in cash - flows which are attributable to delay
 in timely realization of receivables from our customers and our
 investment in growth areas. As at March 31, 2010, there were no delays
 and all previous delays were duly rectified.
 
 SUBSIDIARY COMPANIES/JOINT VENTURES
 
 During the year under review, the Company disposed off its two wholly
 owned subsidiaries viz. Spanco Respondez Services Ltd. and Spanco
 International Re. Limited, Singapore in the best interest of the
 Company as no business could be commenced in these Companies and these
 were in-operative since their incorporation.
 
 The Ministry of Corporate Affairs vide its Letter No.
 47/459/2010-CL-III dated June 7,2010 have granted exemption to the
 Company from attaching to its Balance Sheet, the individual Annual
 Report of its subsidiary companies for the year ended March 31, 2010 in
 terms of Section 212 (8) of the Companies Act, 1956. As per the terms
 of Exemption Letter, a statement containing brief financial details of
 the companys subsidiaries for the year ended March 31, 2010 is
 included in the Annual Report. Further these documents will be made
 available upon request to any member of the Company interested in
 obtaining the same and are also available for inspection during
 business hours at the Registered Office of the Company and that of the
 respective subsidiary companies.  The Consolidated Financial Statements
 presented by the Company include Financial Results of its subsidiary
 companies.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statement and AS-27 on Financial Reporting of Interest in
 Joint Ventures, the Audited Consolidated Financial Statements are
 provided in this Annual Report.
 
 CREDIT RATING
 
 During the year under review, your Companys rating has been revised to
 PR3 (PR Three) with credit watch by Credit Analysis and Research Ltd.
 (CARE) for issue of Commercial Paper / Short Term Debentures of Rs.50
 Crores and also for issue of Commercial papers/Short term Debentures of
 Rs.50 Crores (carved out of working capital limits). Later on during
 the year under review, CARE has revised these ratings to PR3 (PR
 Three).
 
 During the year under review, your Companys rating has been revised to
 CARE BBB [Triple B] with credit watch by CARE for long term facilities
 and for Non-convertible debentures having tenure of more than one year.
 Later on during the current year, CARE has revised these ratings to
 CARE BBB [Triple B].
 
 ISSUE OF REDEEMABLE DEBENTURES
 
 During the year 2008-09, your Company has issued & allotted 5,00,000
 Partly Secured Redeemable Non Convertible Debentures (NCD) of Rs.1000/-
 each amounting to Rs. 500,000,000/- on private placement basis to UC
 Mutual Fund Assets Management Company Limited (UCMF) for a period of
 364 days. These NCDs were restructured and rolled over by UCMF so as to
 redeem the same in full upto June 30, 2010.
 
 Out of these NCDs, 300,000 NCDs of Rs.1000/- each amounting to Rs.
 300,000,000/- have been redeemed upto March 31, 2010.
 
 ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS
 
 During the year under review, the Company had issued and allotted
 7,415,000 fully paid equity shares of Rs. 10/- per share at price of
 Rs. 40/- per share on preferential basis to Promoters, FVCI and Flls.
 Consequent to this, the paid up share capital of the Company increased
 from Rs. 206,500,000/- (divided into 20,650,000 equity shares of Rs.
 10/- per share) to Rs. 280,650,000 (divided into 28,065,000 Equity
 shares of Rs. 10/- per share). The total proceeds of Rs. 29.66 crores
 were utilized for the purpose of working capital requirements of the
 Company during 2009 -10 itself.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement, a detailed report on
 corporate governance duly certified by Manish Ghia and Associates,
 Practising Company Secretaries is separately attached to this Annual
 report.
 
 PERSONNEL
 
 The employer employee relations remained cordial throughout the year.
 The Board places on record its sincere appreciation for the valuable
 contribution made by employees across all levels of the organization.
 
 In accordance with the provisions of Section 217(2A) read with
 Companies (Particulars of Employees) Rules, 1975, the names and other
 particulars of employees are to be set out in the Directors Report as
 an addendum thereto. However, as per the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Report and accounts as
 set out therein are being sent to all members of the Company excluding
 the aforesaid information about the employees. Any member, who is
 interested in obtaining such particulars about employees, may write to
 the Company Secretary at the Registered Office and the same will be
 provided by the Company.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND OUTGO.
 
 (A) CONSERVATION OF ENERGY
 
 The Companys operations are not energy-intensive. However, significant
 measures are taken to reduce energy consumption by using
 energy-efficient computers and purchasing energy- efficient equipment.
 During the year, the Company has taken some measures for optimal
 utilization of electricity by stringent control by re-scheduling of
 working hours of air-conditioning & lighting during the off working
 hours. The Company constantly evaluates new technologies and invests to
 make its infrastructure more energy-efficient. Air-conditioners with
 energy-efficient screw compressors for central air-conditioning and
 with split air-conditioning for localized areas are used. As energy
 costs comprise a very small part of the total expenses, the financial
 impact of these measures is not material.
 
 (B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
 
 With an object to obtain and deliver the best, your Company
 successfully deployed a growing and diverse team of R&D specialists who
 have expertise in hardware, networking systems software, database and
 application software. This helped the Company to access to the latest
 technologies and deploy/absorb these latest technologies wherever
 feasible, relevant and appropriate. The Company has not maintained
 separate record of the expenditure incurred on R&D.
 
 (C) FOREIGN EXCHANGE EARNINGS & OUTGO
 
                                                  (Amount Rs. in Lacs)
 
 Foreign exchange earned                        33.59        1,368.90
 
 CIF value of imports                        4,881.25        2,113.89
 
 Expenditure  in foreign                       281.32          741.68
 
 currency   
 
 
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to express their sincere gratitude to the Union
 Government and the Government of Various States, as also to all the
 Government agencies, banks, financial institutions, customers, vendors
 and other related organizations, who, through their continued support
 and co- operation, have contributed towards companys growth and
 progress during the year under review. Your Directors also wish to
 place on record their deep sense of appreciation for investors,
 shareholders and employees of the Company for their continued support
 towards conduct and operations of the Company.
 
 
 For and on behalf of the Board
 
 Kapil Puri
 
 Chairman and Managing Director
 
 
 Gurgaon
 
 August 27, 2010