The are pleased to present the 22nd Annual Report together with the
 audited Balance Sheet and Profit and Loss Account for the year ended
 March 31, 2012.
 
 1.   PERFORMANCE OF THE COMPANY
 
 The Company''s performance is summarized below:
 
 - FINANCIAL RESULTS
 
                                            Rs. in Crores except EPS 
                                                  and per share data
 
                    Consolidated                  Standalone
 
              2011-2012 2010-2011 YoY growth  2011-2012 2010-2011 YoY
                                  (%)                             growth
                                                                  (%)
 
 Sales and 
 other income   1357.82    890.28      52.52    1356.68   853.77   58.90
 
 Profit 
 before tax      102.91     66.81      54.03      99.55    66.74   49.16
 
 Provision 
 for Income 
 Tax              20.34     14.35        -        20.34    14.35       -
 
 Provision 
 for Deferred 
 Tax              11.70      4.31        -        11.70     4.31       -
 
 Profit after 
 tax              70.87     48.15      47.19      67.51    48.08   47.19
 Appropriations:
 
 Proposed 
 dividend on 
 equity            0.20      2.00        -         0.20     2.00       -
 shares (Rs.                                      (After
 per share)       (After                           bonus  
                   bonus                           and                  
                   and                             Split)
                   Split)     
 
 Transfer to 
 General 
 Reserve            5.06     3.69        -          5.06    3.69       -
 
 
 EPS (Rs.)          1.42     1.07    32.71          1.35    1.07   26.17
 
 - PERFORMANCE Consolidated:
 
 During the year, your Company recorded the total income of Rs.1357.82
 Crores from Rs.890.28 Crores in previous year, a growth of 52.52%. The
 EBITDA stood at Rs.246.16 Crore from Rs.139.48 Crore in previous year,
 an increase of 76.48%. Profit after Tax was increased to Rs.70.87 
 crores from Rs.48.15 Crores in previous year, up by 47.19%.
 
 Standalone:
 
 During the year, your Company recorded the total income of Rs.1356.68
 Crores from Rs.853.77 Crores in previous year, a growth of 58.90%. The
 EBITDA stood at Rs.242.20 Crores from Rs.137.94 Crore in previous year,
 an increase of 75.58%. Profit after Tax was increased to Rs.67.51 
 Croresfrom Rs.48.08 Crores in previous year, up by 40.41%.
 
 Reserves:
 
 Your Company has transferred Rs.5.06 Crores to General Reserve out of
 amount of Rs.193.95 Crores available for appropriations and balance
 amount of Rs.177.24 Crores is retained in the Profit & Loss Account of
 your Company.
 
 2.  DIVIDEND
 
 Your Directors recommended a dividend of Rs.0.20 per equity share i.e.
 (20% on each equity share having Face value of Rs.1 each, subject to
 the approval by the shareholders at the ensuing Annual General 
 Meeting. The total dividend payout will be of Rs.11.63 Crores 
 inclusive of tax amount of Rs.1.62 Crores.
 
 The dividend, if approved by the shareholders, will be paid to those
 members whose names appear in the Register of Members as on the date of
 Annual General Meeting.
 
 3.  SHARE CAPITAL During the year,
 
 (a) Your company has allotted 12,20,000 Equity Shares having face Value
 of Rs.10 each to M/s. Vakrangee Holdings Private Limited (Erstwhile NJD
 Holdings Private Limited) (one of the Promoter Group Companies) upon
 conversion of equitable number of Fully Convertible Warrants issued on
 Preference basis.
 
 (b) Your Company also issued and allotted 92,466 Equity Shares having
 face Value of Rs.10 each under the ''ESOP Scheme 2008'' of the Company to
 employees and directors of the Company.
 
 After the aforesaid issues & allotment, the paid-up share capital of
 the Company as on March 31, 2012 was at Rs.25,02,39,790 comprising of
 25023979 shares of Rs.10 each.
 
 During the year, the Company passed special Resolution (by way of
 Postal Ballot) for (a) sub-division of each Equity share of the Company
 having face value of Rs.10 each into 10 Equity shares having Face Value
 of Rs.1 each, and (b) Capitalization of Reserves of the Company by
 issuance of Bonus shares in the ratio of 1:1. The record date for both
 the Corporate Action was April 13, 2012.
 
 Post the aforesaid Corporate Actions,i.e. as of April 14, 2012, issues
 & allotments (except allotment of Bonus shares which took place on
 April 14, 2012), the paid-up share capital of the Company stands
 increased to 500479580 shares of Rs.1 each aggregating to Rs.
 50,04,79,580.
 
 4.  SUBSIDIARIES
 
 No additional investments in subsidiaries were made during the year
 2011-12.
 
 In terms of the exemption granted by the Central Government vide
 notification number 5/12/2007-CL-III dated February 8, 2011, the
 Balance Sheet and Profit and Loss Account, Report of the Board of
 Directors and Auditors of the Subsidiaries have not been attached with
 the Annual Report of the Company. However upon request by the
 shareholder of the Company, the annual accounts of the subsidiary
 companies will be made available. Pursuant to Section 212 of the
 Companies Act, 1956, the financial data alongwith equity share capital
 of the subsidiaries forming part of this Annual Report. Further,
 pursuant to Accounting Standard 21 issued by the Institute of Chartered
 Accountants of India, consolidated financial statement presented by the
 Company includes financial information of its subsidiaries.
 
 The Company has the following subsidiaries:
 
 - Vakrangee IT Solutions Limited
 
 We hold 100% of Equity Share capital of the Company, originally
 incorporated as V-Techno Services Limited, Vakrangee IT Solutions
 Limited has proprietary softwares like Document Management Services
 (DMS), Human Capital Management (HCM) and School ERP which are ready to
 be utilized in years to come.
 
 - e-Doc Vision Infotech Pvt. Ltd.
 
 The Company is to focus on consultancy on document and business process
 outsourcing to various customers. e-Doc Vision provides state of the
 art technology solutions. The Company has been allotted an Industrial
 plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where
 on the Company is planning to develop an IT Centre.  The project shall
 be financed partly by Vakrangee Softwares Limited in form of equity and
 partly by debt from outsiders.
 
 - Vakrangee e-Solutions INC.
 
 We hold 100% of Equity Share capital of the Company which is
 incorporated in the financial year 2009-10 at Philippines for
 implementing the project we have bagged for Digitization of critical
 records for Govt. of Philippines by setting up digitization centers all
 over Philippines.
 
 - Vakrangee Finserve Limited
 
 Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee
 Softwares Limited, incorporated in September 2011 with a focus on
 working as Business Correspondent for various Banks under the BC Model
 of Reserve Bank of India (2006) in the area of Financial Inclusion.
 
 The Company has already signed agreements with State Bank of India,
 Bank of India and Union Bank of India for carrying out BC services for
 these banks in identified Gram Panchayats. The services include opening
 of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the
 company would provide Business Facilitator Services to these banks
 which involve mobilization deposits and loans.
 
 The company has a plan to extend its network to about 5000 outlets
 across the country in the next three years.
 
 5.  MANAGEMENT DISCUSSION & ANALYSIS REPORT Management discussion &
 Analysis Report, as required under the Listing Agreement with Stock
 Exchanges, is enclosed separately with this Annual Report.
 
 6.  LISTING AT STOCK EXCHANGE
 
 The equity shares of the Company continue to be listed on Bombay Stock
 Exchange and National Stock Exchange. The annual listing fees for the
 year 2011-12 have been paid to these Exchanges.
 
 7.  DISCLOSURE OF PARTICULARS
 
 As required by the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules 1988, the relevant information is given
 hereunder;
 
 - Conservation of Energy
 
 The Operations of the Company are not energy intensive. However,
 measures have been taken to reduce energy consumptions by using
 efficient computers, IT Assets and other equipments with latest
 technologies. The expense on power in relation to income is nominal and
 under control and the use of the same is under continued surveillance
 with strict security measures.
 
 - Technology Absorption
 
 Since business and technologies are changing constantly, investment in
 research and development activities is of paramount importance. Your
 company continues its focus on quality up-gradation of products and
 services development. It has helped maintain margins.
 
 - Foreign Exchange Earning and Outgo Foreign Exchange Earning : 
 Rs.163.02 Lakhs Foreign Exchange Outgo : Rs.6.78 Lakh
 
 8.  FIXED DEPOSITS
 
 During the year, the Company has not invited / received any fixed
 deposits from the public.
 
 9.  DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
 your Directors confirm that;
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed, along with proper explanation
 relating to material departures, wherever applicable.
 
 (ii) The Directors have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give true and fair view of the state of affairs of
 the Company, as at the end of the financial year and of the profits 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 the Companies Act, 1956 for safeguarding the assets of
 the Company, and necessary checks and balances are in place for
 preventing and detecting fraud and other irregularities.
 
 (iv) The Directors have prepared the annual accounts on a going concern
 basis
 
 10.  RE-APPOINTMENT OF DIRECTORS
 
 As per the provisions of the Companies Act, 1956 read with Articles of
 Association of the Company, Mr. Anil Patodia and Mr. K. L. Varma retire
 by rotation and being eligible, offer themselves for re-appointment at
 this Annual General Meeting.
 
 During the year, Mr. B. K. Gupta resigned from the Board of Directors
 w.e.f. December 29, 2011 and the members of the Board appreciated the
 contribution by Mr. B. K. Gupta during his tenure.
 
 As per the information available with the Company, none of the
 Directors of the Company are disqualified for being appointed as a
 Director as specified in Section 274 of the Companies Act, 1956 as
 amended.
 
 11.  EMPLOYEES STOCK OPTION SCHEME
 
 The Company implemented the Employees Stock Option Scheme (''''Scheme'''')
 in accordance with the Securities and Exchange Board of India (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999 (''the SEBI Guidelines''). The Remuneration and Compensation
 Committee, constituted in accordance with the SEBI Guidelines,
 administers and monitors the Scheme.  The applicable disclosures as
 stipulated under the SEBI Guidelines as at March 31, 2012 (cumulative
 position) are given below: (Face Value Rs. 10 Per Share)
 
 Date of all grants as 
 at 31.03.2012             Price per options         No. of options
                                                     granted
 
 31.07.2009                   Rs.61.90                 270700
 
 30.12.2009                   Rs.67.85                 20600
 
 18.05.2010                   Rs.146.50                156200
 
 24.11.2010                   Rs.150                   86750
 
 12.08.2011                   Rs.150                   64850
 
 Total                                                 599100
 
 Options Vested as at 
 31.03.2012                Price per options        No. of options 
                                                    Vested
 
 31.07.2009 grant             Rs.61.90                 178662
 
 30.12.2009 grant             Rs.67.85                 13596
 
 18.05.2010 grant             Rs.146.50                51546
 
 24.11.2010 grant             Rs.150                   28628
 
 12.08.2011 grant             Rs.150                   0
 
 Total                                                 272432
 
 Options Exercised as 
 at 31.03.2012             Price per options       No. of options
                                                   Exercised
 
 31.07.2009 grant              Rs.61.90              126748
 
 30.12.2009 grant              Rs.67.85              3216
 
 18.05.2010 grant              Rs.146.50             24133
 
 24.11.2010 grant              Rs.150                3717
 
 12.08.2011 grant              Rs.150                0
 
 Total                                               157814
 
 The total number of shares arising as a result of exercise of Options
 
 92466
 
 Options Lapsed as at 31.03.2012                  67368
 
 Variation in terms of Options                      -
 
 Money realised by exercise of Options            Rs.81,11,901
 
 Total number of Options in force as at 
 31.03.2012 (granted - exercised -lapsed)          373918 
 
 Employee wise details of Options granted to: (pre Bonus
 and split)
 
 i.  Senior managerial personnel
 
 1.  Mr. Nitin Sharma                           15000 Options
 
 2.  Mr. Shashank Chowdhury                     15000 Options
 
 ii.  Any other employee who received a 
 grant in any one year of Options
 amounting to 5% or more of Options granted     NIL 
 
 iii. Identified employees, who were granted 
 Options, during any one year, equal to or 
 exceeding 1% of the issued capital (excluding  NIL
 outstanding warrants and conversions) of the 
 Company at the time of grant 
 
 Diluted Earnings Per Share (EPS) before 
 exceptional items pursuant to issue of 
 shares  on exercise of Options                 Rs.1.33
 calculated in accordance with Accounting 
 Standard (AS) 20 Rs.Earnings Per Share'' (Face
 value Rs.1 per share)
 
 The Company has obtained a certificate from the Auditors of the Company
 that the Scheme has been implemented in accordance with the SEBI
 Guidelines and the resolution passed by the shareholders.
 
 12.  CORPORATE GOVERNANCE It is the on going process for us to comply
 with the recommendations of the Narayana Murthy Committee constituted
 by Securities Exchange Board of India (SEBI). For the financial year
 ended March, 2011, report on Corporate Governance along-with the
 Certificate of the Auditors, M/s S. K. Patodia & Associates, confirming
 compliance with conditions of Corporate Governance as stipulated under
 Clause 49 of the Listing Agreement forms part of the Annual Report.
 
 13.  AUDITORS
 
 M/s. S. K. Patodia & Associates, Chartered Accountants, retire as
 Auditors of the Company at the conclusion of the ensuing Annual General
 Meeting and have confirmed their eligibility and willingness to accept
 the office of the Auditors, if re-appointed.
 
 14.  PARTICULARS OF EMPLOYEES
 
 The information required under Section 217(2A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules, 1975, are
 given in annexure appended hereto and forms part of this report. In
 terms of Section 219( 1 )(iv) of the Act, the Report and Accounts are
 being sent to the shareholders excluding the aforesaid annexure. Any
 shareholder interested in obtaining a copy of the said annexure may
 write to the Company Secretary at the Registered Office of the Company.
 
 15.  ACKNOWLEDGEMENT AND APPRECIATION
 
 The Directors take this opportunity to thank Company''s customers,
 shareholders, suppliers, bankers, Central and State Government for
 their consistent support to the Company. The Board also wishes to place
 on record their appreciation for the hard work, dedication and
 commitment of the employees at all levels. The enthusiasm and
 unstinting efforts of the employees have enabled the Company to grow in
 the competitive environment. The Board looks forward to their continued
 support and understanding in the years to come.
 
 On behalf of the Board of Directors
 
 Sd/-
 
 Dinesh Nandwana
 
 Chairman & Managing Director
 
 Place: Mumbai,
 
 Date : July 7, 2012