The Directors have pleasure in presenting their 15th Annual Report and
 the audited Accounts for the financial year (comprising 18 months''
 period from 1st April, 2010 to 30th September, 2011) ended 30th
 September, 2011.
 
 FINANCIAL HIGHLIGHTS
 
                                                       (Rs.in lakhs)
 
                                          2010-2011         2009-2010
                                    (18 months from   (12 months from
                                      01.04.2010 to     01.04.2009 to
                                        30.09.2011)       31.03.2010)
 
 
 Profit/ (Loss) before Depreciation 
 & Taxation                                 6167.78           9050.32
 
 Less : Depreciation                        4041.08           4524.69
 
 Profit / (Loss) before Taxation & 
 Exceptional Items                          2163.63           4525.63
 
 Less : Exceptional Items                  (3032.81)          4250.22
 
 Profit / (Loss) before Tax                 (869.18)           275.41
 
 Less : Provision for Taxation              2975.50             23.50
 
 Provision for Tax of earlier years          476.37            (60.57)
 
 Profit/ (Loss) after taxation available 
 for appropriation                         (4321.05)           312.48
 
 Profit/(Loss) brought forward from the 
 previous year                                34.36             18.61
 
 Amount available for appropriations :     (4286.69)           331.09
 
 Appropriations
 
 Proposed Dividend                              NIL            253.63
 
 Tax on Proposed Dividend                       NIL             43.10
 
 Transfer to General Reserves              (4286.69)                —
 
 Balance Profit / (Loss) carried to the 
 Balance Sheet                                  NIL             34.36
 
 
 COMPANY''S  ACTIVITIES
 
 Fiscal year 2011 continued to be a growth oriented year with the demand
 for products and services in the Information Technology sector. The
 Company''s turnover was higher at Rs.49,446.84 Lakhs as against Rs.
 28,969 Lakhs in the previous year. Your Company''s operations, during
 the year under report, yielded a profit of Rs.2126.70 Lakhs. Your
 Directors intend to enhance this growth path in the coming years.
 
 DIVIDEND
 
 Your Directors do not recommend any Dividend in respect of the
 financial year ended 30th September, 2011 to meet future liabilities.
 
 EXTENSION OF THE FINANCIAL YEAR AND EXTENSION OF TIME FOR HOLDING THE
 15™ ANNUAL GENERAL MEETING (AGM)
 
 The Company has, with the approval of the Registrar of Companies,
 Maharashtra, Mumbai (ROC), vide his letter dated 14th November, 2011,
 extended the financial year by a period of 6 months up to 30th
 September,
 
 2011 (the financial year under report is therefore from 1st April, 2010
 to 30th September, 2011).
 
 The Company has been granted time up to 6th February,
 
 2012 to hold the 15th AGM by the said ROC vide his letter dated 13th
 December, 2011.
 
 REVIEW OF OPERATIONS
 
 a) As compared to the previous year, the net sales revenue registered a
 growth of 70.69% to reach Rs.49,446.84 Lakhs.
 
 b) During the year, the Earnings before Interest, Depreciation and
 Taxes (EBIDTA) of the Company was Rs.10,141 Lakhs as against Rs.
 11,570 Lakhs during the previous year.
 
 c) Exports of the company''s products and services grew to Rs.48,674
 Lakhs as against Rs.27,731 lakhs during the previous year, thus
 clocking a impressive growth of 75.52% during the year.
 
 PROSPECTS AND OUTLOOK
 
 - Your Directors are fully seized of the fact that the need of the hour
 is to enhance the Revenue and Profit to higher levels and to achieve
 this end, efforts have been initiated by adding on value of products,
 customers and markets.
 
 - Vigorous marketing efforts and ceaseless cost reduction activities
 continue with more thrust and vigor to accomplish these goals.
 
 - The efforts are being intensified to sustain leadership position by
 constantly upgrading the products to match advancing technology trends,
 maintaining the superiority in quality, and continuing the unblemished
 timely service support;
 
 - Your Directors are hopeful that all the above, coupled with
 continuous monitoring of inventory, receivables and overheads, would
 result in healthier results during the current and coming years.
 
 SALE OF MANAGED SERVICES DIVISION (MSD) OF THE COMPANY
 
 The Company, pursuant to the approval granted by the shareholders in
 the Extraordinary General Meeting held on 29th January 2011, sold its
 MS division in September 2011 to M/S Continuum, LLC (earlier known as
 Zenith RMM, LLC - a company formed and funded by Summit Partners LP)
 for US.7mn (includes an amount of mn held in a joint escrow
 account with Continuum, LLC). In addition, the company''s wholly owned
 subsidiary, Zenith InfoTech FZE, holds approximately 14% equity in
 Continuum, LLC.
 
 The Company has paid advance income tax of Rs.29 crores in December
 2011.
 
 SUBSIDIARY COMPANIES
 
 The Board of Directors had passed a resolution in its meeting held on
 3rd January, 2012, pursuant to ''General Circulars No. 2 & 3/2011 dated
 08.02.2011 and 21.02.2011, giving consent, inter alia, for not
 attaching the audited Accounts of its subsidiary companies The audited
 Statements of Accounts of the Company''s Subsidiary Companies viz.
 ZENITH INFOTECH (SINGAPORE) PTE LTD., Singapore, ZENITH INFOTECH
 SERVICES SDN. BHD, Malaysia and ZENITH INFOTECH FZE in Sharjah Airport
 International Free Zone (SAIF-Zone), UAE, in respect of the financial
 year ended 31st March, 2011 have therefore not been attached, pursuant
 to Section 212(8) of the Indian Companies Act, 1956.
 
 FIXED DEPOSITS
 
 During the year, the Company has not accepted any fixed deposits under
 Sections 58A and 58AA of the Companies Act, 1956.
 
 COMPULSORY DEMATERIALISATION OF COMPANY''S SHARES
 
 The Company''s Securities were compulsorily dematerialized with effect
 from 28th February, 2001 and continue to be traded in the electronic
 form as per the relevant SEBI guidelines.
 
 LISTING OF SHARES ON THE STOCK
 
 EXCHANGES
 
 The Company''s Securities continue to be listed on the Bombay Stock
 Exchange Limited (BSE), Mumbai and the National Stock Exchange of India
 Limited (NSE), Mumbai. The Company has paid the requisite Annual
 Listing Fees for the year 2011-12, to the above Exchanges.
 
 DIRECTORS
 
 Mr. Vijay Ram Mukhi retires by rotation at the ensuing Annual General
 Meeting (AGM) and being eligible, offers himself for re-appointment.
 
 BUSINESS EXCELLENCE AND QUALITY INITIATIVES
 
 Your Company continues its process in the Zenith Business Excellence
 Model known as ZBEM and the Company has gone through external
 assessment process with good results. A number of initiatives were
 launched in order to strengthen business processes.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Your Directors confirm:
 
 (1) that in the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed;
 
 (2) that 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 ended 30th
 September, 2011 and of the profit of the Company for that year;
 
 (3) that the Directors have taken proper and sufficient care for the
 maintenance of adequate records in accordance with the provisions of
 the Companies Act, 1956, for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities; and
 
 (4) that the Directors have prepared the annual accounts on a going
 concern basis.
 
 FOREIGN CURRENCY CONVERTIBLE BONDS
 
 The Company had issued two foreign currency convertible bonds (FCCBs)
 out of which US.92mn (mn originally issued, .08mn converted to
 equity shares in previous financial years) was due in September 2011
 and mn is due in August 2012.
 
 US.92mn worth of FCCB s became due in September 2011, and the 
 Company has disputed the claim of the bondholders as an amount larger 
 than what is correctly due has been claimed.
 
 CORPORATE GOVERNANCE
 
 The Company has complied with the requirements of Corporate Governance
 as applicable to the Company, as per the amended Listing Agreements
 with the Stock Exchanges. The Report of Corporate Governance with the
 Auditors'' Report thereon is annexed hereto in accordance with Clause 49
 of the Listing Agreement with the Stock Exchanges.
 
 AUDITORS
 
 M/s. C.L.Khanna & Company, Chartered Accountants, Mumbai, the Statutory
 Auditors of the Company, retire at ensuing Annual General Meeting and
 are eligible for re-appointment.
 
 EMPLOYEES & THE PARTICULARS UNDER SECTION 217(2A)
 
 Relations between the management and its employees have been cordial.
 Your Directors place on record their appreciation of the efficient and
 loyal services rendered by the employees of the Company at all levels.
 
 The Company''s Statement of employees drawing a salary of Rs.5 lakhs
 per month or Rs.60 Lakhs per annum as required under Section 217(2A)
 of the Companies Act, 1956 read with the Companies
 
 (Particulars of Employees) Rules, 1975 annexed to this Report as
 ''Annexure - 1''.
 
 ENERGY, TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE
 
 The information required 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, 1988, with respect to conservation of
 energy, technology absorption and foreign exchange earnings and outgo
 is appended hereto as Annexure ''2'' and forms part of this Report.
 
 ACKNOWLEDGEMENTS
 
 Your Directors place on record their appreciation of the support
 received from the Company''s Bankers and Shareholders and look forward
 to their continued support and goodwill.
 
                                            By Order of the Board
 
 MUMBAI                                            RAJKUMAR SARAF
 
 3rd January, 2012                                       CHAIRMAN