The Directors are pleased to present their Sixteen Annual Report and
 Audited Accounts for the Year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
                                       Year ended           Year ended
                                        31stMarch,          31st March,
                                             2011                 2010
                                      (Rs. In Lac)         (Rs. In Lac)
 
 Sales and allied Income                     0.00                 0.00
 
 Profit after Interest but before           -3.11                -6.20
 Depreciation & Taxation
 
 Net Profit before Tax                      -6.40               -65.90
 
 Provision for FBT                            000                 0.00
 
 Deferred Income Tax                         0.02                -3.44
 
 Profit after Tax                           -6.42               -62.46
 
 
 INTERNAL CONTROL SYSTEMS
 
 Your company''s internal control systems and procedures are commensurate
 with the size of operations and adequate enough to meet the following
 objectives:
 
 - Efficient use and safeguarding of resources
 
 - Compliances with statutes, policies and procedure
 
 - Transactions being accurately recorded and promptly reported.
 
 
 FINANCIAL PERFORMANCE
 
 The company has a turnover of Rs. 0. lac during the year 2010-11 as
 against Rs. O.lac in the previous year. The net loss of Rs 6.42 lac
 during the year as against a loss of Rs.62.46 lac in previous year.
 
 HUMAN RESOURCES
 
 Human resource development continues to be a core organizational
 objectives of the company. The company recognizes that its human
 resources is its greatest strength in realizing its goals and
 objectives.
 
 RISK MANAGEMENT
 
 The company constantly endeavors to broaden the charter of risk
 management to include opportunities as well as threats. Risk Management
 is an important part of decision making at all levels of the company.
 
 DIVIDEND
 
 Yours Directors regrets their inability to propose any dividend in view
 of the loss during year.
 
 RESERVES
 
 The Reserves at the end of the year 31st March 2011 is at Rs.265.14
 Lacs as against the total Reserves of Rs. 271.56 lacs in previous year.
 
 MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET
 
 There has been no material change in the performance of the Company
 during the current year commencing from 1st April, 2011.
 
 PARTICULARS OF EMPLOYEES:
 
 None of the employee''s particulars are covered under Section 217(2A) of
 the Companies Act, 1956 read with Companies (Particulars of Employees)
 Rule 1975.
 
 CORPORATE GOVERNANCE
 
 A report on the Corporate Governance Code along with a Certificate from
 the Auditors of the Company regarding compliance of the conditions of
 Corporate Governance as stipulated under clause 49 of the Listing
 Agreement is given in Annexure ''A'' which forms part of this report.
 DIRECTOR''S RESPONSIBILITY STATEMENT
 
 Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956,
 the Directors'' Responsibility Statement is given in Annexure-''B'', which
 forms part of this report.
 
 TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
 
 The company''s business demands constant absorption and adaptation of
 changing technologies to stay competitive in the rapidly changing
 world. The software development centers are constantly absorbing,
 adapting and deploying new technologies. Significant efforts have gone
 towards migration of professionals to the new technology.
 
 FIXED DEPOSITS
 
 The company has not accepted any fixed deposits during the year
 therefore the provisions of Section 58A of the Companies Act, 1956 are
 not applicable to the Company.
 
 DIRECTORS
 
 In accordance with the provisions of the Articles of Association of the
 Company Smt. Shubha Jhindal is due to retire by rotation and being
 eligible, offer herself for re-appointment.
 
 AUDITORS
 
 The Auditors M/s G.P.Keshri & Associates., Chartered Accountants, New
 Delhi, retires at the conclusion of the forthcoming Annual General
 Meeting and offers its willingness to hold the office of the Auditors
 of the Company for next term.
 
 CLARIFICATION OF QUALIFICATION IN AUDITOR''S REPORT
 
 As there is no qualification in Auditor''s Report, need for
 clarification for the same does not arise.
 
 STOCK EXCHANGES
 
 The shares of your company are listed on BSE and NSE. The Annual
 Listing fees of the Bombay Stock Exchange Ltd. for the year 2011-12 has
 been paid.  Revocation of suspension of trading of shares of the
 company from NSE is still under process.
 
 Directors Responsibility Statement
 
 Pursuant to provisions of Section 217 (2AA) of the companies Act, 1956,
 the Board of Directors of Vital Communications Ltd. having its
 registered office at 606, Kailash Building, Kasturba Gandhi Marg, New
 Delhi-110001, do hereby confirm -
 
 i that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures.
 
 ii that the directors had selected such accounting policies and applied
 them consistently and made judgment 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 financial year and of the profit and loss
 of the company for that period.
 
 iii that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other Irregularities.
 
 iv. that the directors had prepared the annual accounts on a going
 concern basis.
 
 
 ACKNOWLEDGEMENT
 
 The Directors thank the members, clients, The Securities and Exchange
 Board of India, The Bombay Stock Exchange Ltd, National Stock Exchange
 of India Ltd.  Company''s bankers for their continued support to the
 company. Your directors wish to place on record their appreciation for
 the dedicated and sincere services rendered by the staff and officers
 of the company without whom the steady growth of the company would have
 not been possible.
 
 The Directors thank you for your support and cooperation to the
 company.
 
 
                                  By order of the Board of Director 
 
 Place: New Delhi
 
 Date : 5th, September 2011               Director