Directors Report of Tulip Telecom Ltd.

Mar 31, 2011

Dear Shareholders,

The Directors are delighted to present the 19th Annual Report on the business & operations of the Company together with the Audited Financial Statements & Accounts for the year that ended March 31, 2011.

Financiai Highlights

In the financial year 2010-11, your Company recorded a steady and consistent performance in operations culminating into a robust financial performance. Your Company has recorded an overall revenue of Rs. 2350.76 Crores which represents a

growth of 19.4% over the corresponding period or the previous year. Profit after tax is Rs. 309.53 Crores . Brief Financial Highlights showing comparison with the previous year are as follows:

(Rs. in Crores)

Particulars 2010-11 2009-10

Total Revenue 2350.76 1968.09

Total Operating Expenditure 1685.32 1439.57

Profit Before Tax 409.60 321.63

ProfitZ(Loss) after Tax 309.53 231.60

Distributable Profits 308.45 230.50

Cumulative Retained Profits 897.19 622.58

Dividend

In view of your Company's outstanding performance, for Financial Year - 2010-11 the Directors are pleased to recommend for approval of the Members, a Dividend of Rs. 1.60 per equity share of Rs. 21- representing 80% of the face value on 14, 50,00,000 equity shares of your Company.. The final dividend, if declared, and approved by you, would

Transfer to Reserves

General Reserve

Your Company proposes to transfer Rs. 30.95 Crores (Previous year Rs. 27.55 Crores) out of the total amount available for appropriations to the General Reserve and an amount of Rs. 274.62 Crores (Previous year Rs. 112.47 Crores) is proposed to be retained in the Profit & Loss Account.

involve an outflow of Rs. 23.20 Crores towards Dividend and Rs. 3.85 Crores towards Dividend Distribution Tax resulting in a total outflow of Rs. 27.05 Crores.

The Register of Members and Share Transfer books for the purpose of dividend will remain closed from August 25, 2011 to August 30, 2011, both days inclusive.

Debenture Redemption Reserve (DRR) The Company has redeemed Non Convertiable Debentures (NCDs) amounting to Rs. 175 crores during the Financial Yeai 2010-11. Consequently, net amount of Rs. 24.17 crores has been added back after adjusting DRR for the outstanding NCDs at the end of the year.

Acquisitions

During the financial year under review, your Company acquired a Data Center Facility in Bangaluru by acquiring 100% shares of M/s. SADA IT Parks Pvt. Ltd. through its wholly owned subsidiary M/s. Tulip Data Centre Services Pvt. Ltd. The Bangaluru Data Center will serve the hosting, co-location, storage and connectivity needs of small, medium and large enterprises businesses in the region, while also providing as a disaster recover facility for enterprises that are present in other key business centers across India and nearby Countries.

As on March 31, 2011, the outstanding unsecured Commercial Papers amounted to Rs. 65 crores issued to NABARD.

Foreign Currency Convertible Bonds (FCCBS)

As on the date of this report, the FCCBs worth US$ 97.00 million are still outstanding and are forming part of the unsecured loans.

Subsidiary Companies

On November 20, 2011, your Company has incorporated a Wholly Owned Subsidiary namely Tulip Data Centre Services Private Limited. The principal business of Tulip Data Centre Services Private Limited is to establish and maintain the data centre business.

Further as on January 17, 2011, your Company has also acquired SADA IT Parks Private Limited through its wholly owned subsidiary Tulip Data Centre Services Private Limited. Consequent to the aforesaid acquisition, SADA IT Parks Private Limited has also became a fellow subsidiary of your Company pursuant to the provisions of section 4(1 )(c) of the Companies Act, 1956.

Therefore as on 31st March, 2011, your Company has four Wholly Owned Subsidiary and a fellow Subsidiary, namely:

1. Tulip IT Services Singapore Pte. Ltd.

2. Tulip Swan IT Services Ltd.

3. Tulip Telecom Inc.

4. Tulip Data Centre Services Pvt. Ltd.

5. SADA IT Parks Pvt. Ltd. (Fellow Subsidiary)

In terms of General Circular No: 2 /2011 dated February 08, 2011 issued by Ministry of Corporate Affairs, an automatic approval has been granted by the Central Government under Section 212 (8) of the Companies Act, 1956 from exempting the Company from attaching the copy of Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Auditors of the Subsidiary Companies to the Balance Sheet of the Company subject to fulfillment of certain conditions.

The Annual Accounts of the Subsidiary Companies are open for inspection by any member and the Company will make available these documents/details upon request by any Member of the Company or its subsidiaries interested in obtaining the same.

Directors

In accordance with the provisions of Section - 255 & 256 of the Companies Act 1956, & the Articles of Association of Company, Mr. Chandrahas Kutty and Mr. Rajesh Gulshan, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Your Directors recommend their re-appointment.

A brief resume, nature of expertise, details of Directorships

Auditors

M/s R. Chadha & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a Certificate to the

Lost Auditors

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) Government of India and based on the recommendation of the Audit Committee, your Board has, subject to the approval of the Central Government, approved the appointment of M/s H. Tara & Co., Cost Accountants, as held in other companies and Shareholding in the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) is annexed to the notice convening the Annual General Meeting.

Col. Jasbinder S. Rai has resigned from the Directorship of the Company w.e.f. July 28, 2011. Your Board has accepted the resignation and placed on record their appreciation for the contribution during his tenure as a Director of the Company. effect that their re-appointment, if made, will be within the limits specified under section 224(1 B) of the Companies Act, 1956.

Your Directors recommend their re-appointment.

The Cost Auditor of the Company for the Financial Year 2011 - 12. Your Company is in the process of obtaining necessary approvals from the concerned authorities pursuant to the said notification.

Employee Stock Option Scheme

During the year under review, the Compensation Committee of the Board has granted 27,00,000 stock options under Employee Stock Option Scheme (ESOS-2011) to the eligible employees. Upon exerciseing the option, the stock options shall be converted in to equal number of Equity Shares of Rs.- 21- each.

A Certificate from M/s. R. Chadha & Associates, Chartered Accountants, Statutory Auditors, with respect to the implementation of the Company's ESOS Scheme, would be placed before the Shareholders at the ensuing Annual General meeting and a copy of the same shall be available for inspection at the registered office of the Company.

Corporate Social Responsibility

Apart from being a leader in the data services space, your Company is determined to make a substantial impact in the community. Your Company's corporate responsibility covers education, sports, empowerment of women and providing healthcare for the underprivileged.

Your Company is associated with Navjyoti India Foundation as a partner in the Urban Development Project in the field of education for children bringing an impact on the lives of more than 600 beneficiaries. Tulip also plays an active role in the educational programs of its neighborhood school -Creativity School (Run by Creative Thinkers Forum) actively sponsoring all major events and supporting the school with their IT needs.

In the field of providing healthcare to those who need it the most and are unable to meet the high costs, Tulip along with ILBS reaches out to provide medicines, kidney transplants etc.

Ms. Anisa Sayyed, the double gold medalist in the shooting category at the Commonwealth Games 2010, Delhi, has been associated with your Company as the Sports Person since July 2010 and as a token of appreciation the Company hosted a Public reception for her in Faridabad, Haryana. Your Company rewarded her with an honorary amount of Rs. 5,00,000 for her exemplary achievement.

Ms. Anisa Sayyed 'Makes it Possible' for us and your Company will continue to support Ms. Anisa Sayyed in her future endeavor.

Human Resources Management

Your Board believes that employees are vital to the Company.

Your Company has created a favourable work environment which encourages innovation and meritocracy. Your Company has also setup scalable recruitment and human resource management process which would enable us to attract and retain high caliber Employees.

Directors Responsibility Statement

In terms of and pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors, in relation to the Annual Statement of Accounts for the Financial Year 2010-2011, state and confirm that:

(i) The Accounts have been prepared on a ' going concern' basis and in such preparation, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Accounting Policies that have been selected and applied and judgments and estimates made 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 period and of the Profit of the Company for that period ;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

Listing with Stock Exchange

The Equity Shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) & National Stock Exchange of India Limited (NSE).

Zero Coupon Foriegn Currency Convertible Bonds (FCCBs) are listed on Singapore Stock Exchange (SGX - ST).

Secured Redeemable Non Convertible Debentures (NCDs) are listed on WDM segment of Bombay Stock Exchange Ltd (BSE).

The annual listing fees for the year 2011-2012 have been paid within the scheduled time to BSE, NSE & SGX - ST respectively.

Compliance-Clause 5A of Listing Agreement

As per Clause 5A of the Listing Agreement inserted as per SEBI notification no. CIR/CSD/DIL/10/2010 dated December 16, 2010, the details in respect of the shares, which were issued at the time of Initial Public Offer (IPO) and lying in the suspense account, is as under:

Description Number of Number of Shareholders Equity Shares

Aggregate number of shareholders and the outstanding 3 750

shares in the suspense account as at April 1, 2010

No. of shareholders who approached the Company for transfer of shares - - from suspense account till March 31, 2011

No. of shareholders to whom shares were transferred from suspense - - account till March 31,2011

Aggregate number of shareholders and the outstanding 3 750 shares in the suspense account as at March 31, 2011

The voting rights on the shares outstanding in the suspense account as on March 31, 2011 shall remain frozen till the rightful owner of such shares claim the shares. In compliance with the said requirements, these shares will be transferred into a single folio in the name of 'Unclaimed Suspense Account' in due course.

Internal Audit

M/s S.S Kothari Mehta & Co, and M/s JRA & Associates, Chartered Accountants have been re-appointed as the Internal cum Management Auditors of the Company for the financial year 2011-12. In addition your Company also has a separate and dedicated Internal Audit Department in order to hedge the exposure towards the fraud, malfunctions and deceptive activities at various levels and departments. The Internal Audit Department also provide their support to and co-operate with the Internal Auditor(s) during the course of the Internal Audits.

Coronet Governance Report,

Management Discussion & Analysis

Statement

As per Clause 49 of the Listing Agreement, the report on Corporate Governance together with Management Discussions and Analysis report and Certificate from Company's Statutory Auditor are annexed elsewhere in this report.

Public Deposits

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and Rules made thereunder.

Audit Committee Recommendation

During the year, there was no recommendation of the Audit Committee which was not accepted by the Board. Hence there is no need for the disclosure of the same in this Report.

Particular on Conservation of Energy and Technology Absorption

Since your Company, is a service provider organization, most of the information as 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, as amended from time to time are not applicable. However, the information as required has been provided in Annexure B to this report.

Quality initiatives

Reinforcing its commitment to high standards of quality, your Company was successfully assessed for its ISO certificates Intertek Systems Certification for the following :

- QMS (Quality Mangament System) as per ISO 9001: 2005 for providing system Integration , Network Integration, VPN Services and Managed Services

- ISMS (Information Security Management System) as per

ISO 27001: 2005 covering all information assets owned or managed by your Company related to providing Data Centre Services & Network Operation Centre from Delhi & Mumbai Premises for delivering of Managed Services as per SOA version 1.0

- ITSM (Information Technology Service Management System) as per ISO 20000-1: 2005 covering the delivery of managedservices to its customers for Network Operation Centre at Mumbai premises & Data Centre & Network Operations Centre at New Delhi premises within the technical & organizational boundaries of your Company

- The Bangalore Data Centre of your Company was certified for ISO 27001:2005 by BM Trade Certification Ltd. for providing Data Centre Services to its clients in Bangalore

Particulars of Employees

Information required to be furnished in terms of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is required to be set out in the Annexure to this Report. However, in terms of section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to members excluding the aforesaid

Annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company. None of the employees except for Lt. Col. H.S. Bedi,VSM, Chairman and Managing Director and Mr. Deepinder Singh Bedi, Executive Director, listed in the said Annexure are related to any Director of your Company.

Acknowledgements

Your Directors would like to express their gratitude to Customers, Members, Bankers, Department of Telecommunications (DOT), Telecom Regulatory Authority of India (TRAI), Wireless Planning Commission (WPC), Government of India, other Regulatory Bodies, and other business constituents for the co-operation and support received during the period under review.

Your Directors place on record their deep appreciation for the exemplary contribution of employees at all levels. Their dedicated efforts and enthusiasm has been integral to your Company's impressive growth.

For & on behalf of the Board of Directors

Sd/-

New Delhi Lt. Col. H.S. Bedi, VSM

July 28, 2011 Chairman and Managing Director

---

Mar 31, 2010

The Directors are delighted to present the 18th Annual Report on the business & operations of the company together with the Audited Financial Statements & Accounts for the year ended on 31st March, 2010.

FinanCial HigHligHTs

In the financial year 2009-10, your Company recorded a steady and consistence performance in operations culminating into a robust financial performance. Your Company has recorded an overall revenue of Rs. 201193.40 Lacs, a growth of 22.47% over the corresponding period of the previous year. Profit after tax was Rs. 27553.13 Lacs. Brief financial highlights with comparison of previous year are as follows:-

(Rs. in Lacs)

Particulars 2009-10 2008-09

Total Revenue 201,193.40 1,64,273.22

Total Operating Expenditure 143,957.51 127,277.37

Profit Before Tax 36,547.19 28,230.79

Profit after Tax 27,553.13 24,957.56

Distributable Profits 27,434.44 24,882.35

Cumulative Retained Profits 66,642.39 51,010.88

POSTAL BALLOT

The Directors of your company in their meeting held on 14th May, 2010 proposed the following resolutions for the approval of members by way of postal ballot:- i) Ordinary Resolution under Section 94 (1) (d) of the Companies Act, 1956, for Sub – division of 1 (one) Equity Share of Rs. 10/- each into 5 (five) Equity Shares of Rs. 2/- each

ii) Special Resolution under Section 309 (4) of the Companies Act, 1956, for payment of remuneration to Non Executive Independent Director(s).

iii) Special Resolution under Section 81 (1A) of the Companies Act, 1956, for variation in Employees Stock Option Scheme “ESOS -2007”.

DIVIDEND

In view of the Companys outstanding performance, the Directors are pleased to recommend for approval of the Members a Dividend of Rs. 8/- per equity share of Rs. 10/- representing 80% of the face value as against 40% of the corresponding previous year. The final dividend, if declared, and approved by you, would involve an outflow of Rs. 2320 Lacs towards dividend and Rs. 394.28 Lacs towards dividend tax, resulting in a total outflow of Rs. 2714.28Lacs.

However, after the sub-division of the equity shares from one equity share of Rs. 10/- each to five equity shares Rs. 2/- each, the amount of dividend per share would stand modified from Rs.8/- to Rs. 1.6/- for each equity share.

The Register of Members and Share Transfer Books for the purpose of dividend will remain closed from 23rd August 2010 to 30th August 2010, (both days inclusive).

TRANSFER TO RESERVES

A General Reserve

The Company proposes to transfer Rs. 2755.31 Lacs (Previous Year Rs. 2495.76 Lacs) to General Reserve out of the amount available for the appropriation and an amount of Rs. 15631.51Lacs (Previous Year Rs. 19841.95 Lacs) is proposed to be retained in the Profit & Loss Account.

A Debenture Redemption Reserve

The Company proposes to transfer Rs. 6333.33 Lacs (Previous Year Rs. 1187.50 Lacs) to the Debenture Redemption Reserve out of the total amount available for the appropriations as per Section 117C of the Companies Act, 1956.

SHARE CAPITAL

The Directors of your company proposed to the members through postal ballot, the sub-division of one equity share of Rs.10/- to five equity shares of Rs.2/- each. Consequent to the members approval through postal ballot, the Authorized Share Capital of the Company will be modified from Rs. 40,00,00,000 (Rupees Forty Crore only) comprising of 4,00,00,000 (Four Crores) equity shares of Rs. 10/- each to Rs. 40,00,00,000 (Rupees Forty Crore only) comprising of 20,00,00,000 (Twenty Crores) equity shares of Rs. 2/- each.

ISSUE OF COMMERCIAL PAPERS

During the year, your Company has raised Rs. 6000 Lacs by issuing unsecured Commercial Papers to NABARD and ALLAHABAD Bank by way of a private placement at an interest of Rs. 7.5 % p.a. with a maturity period of 182 & 180 days respectively.

NON CONVERTIBLE DEBENTURES (NCDs)

During the year, your Company has issued Non Convertible Debentures (NCDs) to the tune of Rs. 32,500 Lacs to liC mutual Fund asset management Co. ltd. and iCiCi bank ltd.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCbs)

During the year, pursuant to the Circular vide no. A. P (DIR Series) Circular No. 39 dated 8th December 2008 issued by the Reserve Bank of India towards the buyback/Prepayment of Foreign Currency Convertible bonds (FCCbs), your Company had bought back/repurchased the FCCBs aggregating to USD 19.6 millions through automatic route.

As on the date of this report, the FCCBs worth USD 97 million are still outstanding and are forming part of the unsecured loans.

EXTERNAL COMMERCIAL BORROWINGS

During the year, your company has raised an External Commercial Borrowings (ECB) for USD 15.00 Million.

SUBSIDIARY COMPANIES

Your Company has three, wholly owned subsidiary companies, i.e. Tulip IT Services Singapore Pte. Ltd., Tulip Swan IT Services Limited and Tulip Telecom Inc.

As per Section 212 of the Companies Act, 1956, your Company is required to attach the Directors Report, Auditors Report, Balance Sheet and Profit & Loss Account of the subsidiary companies to its Balance Sheet. Your Directors believe that the audited consolidated accounts present a full and fair picture of the state of affairs and the financials conditions of the Company and its subsidiaries as is done globally. Hence, the Company made an application to the Central Government seeking the exemption from the requirement of attaching Directors Report, Auditors Report, Balance Sheet and Profit & Loss Account of the subsidiaries to its Balance Sheet.

In terms of approval granted by the Central Government under Section 212 (8) of the Companies Act, 1956 vide letter no. 47/428/2010-CL-III dated 18th May, 2010, a copy of Balance Sheet, Profit & Loss Account, report of the Board of Directors and Auditors of the aforementioned subsidiary companies for the year ended 31st March, 2010 have not been attached with the Balance Sheet of the Company. Annual Accounts of the subsidiary companies are available for inspection by any member of the Company who may be interested.

As required by Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the financial statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries to the extent of equity holding of the Company in these Companies are included in this Annual Report.

DIRECTORS

During the year, Mrs. Maninder Bedi and Ms. Sukhmani Bedi have resigned from the directorship of the Company on personal grounds.

In accordance with the provisions of Section 255 & 256 of the Companies Act 1956, & Articles of Association of Company, Lt. Gen. (Retd.) Amar Nath Sinha, PVSM, AVSM and Mr. Vinod Chander Sinha, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Your Directors recommend their re-appointment.

A brief resume, nature of expertise, details of directorship/ committee membership in other companies as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is annexed to the notice convening the Annual General Meeting.

AUDITORS

M/s R. Chadha & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors recommend their re-appointment.

EMPLOYEE STOCK OPTION SCHEME

The Directors of your Company proposed, through postal ballot, increase in the number of stock options from 1,00,000 stock options to 10,00,000 stock options under Employees Stock Option Scheme (ESOS -2007).

However, after the sub-division of the equity shares become effective from one equity share of Rs. 10/- each to five equity shares Rs.2/- each, the number of stock options would stand modified to 50,00,000 stock options equivalent to similar number of equity shares of Rs. 2/- each.

During the year ended on 31st March, 2010, your Company have not issued and allotted any stock options under the ESOS 2007 Scheme. However the disclosures as required under Clause 12 of SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are furnished as annexure a, forming part of this Report.

HUMAN RESOURCE MANAGEMENT

Your Board believes that Employees are vital to the Company. Your Company has created a favourable work environment which encourages innovation and meritocracy. The Company has also set up a scalable recruitment and human resource management process which enables us to attract and retain high caliber employees.

RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors, in relation to the Annual Statement of Accounts for financial year 2009-2010, state and confirm that:

A the Accounts had been prepared on a ‘going concern basis and in such preparation the applicable accounting standards had been followed with proper explanation relating to material departures;

A your Directors had 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 of the Company for that year; and

A your Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay Stock Exchange Ltd (BSE) & The National Stock Exchange of India Limited (NSE).

Zero Coupon Convertible Bonds (FCCBs) are listed at Singapore Stock Exchange (SGX – ST).

Secured Redeemable Non Convertible Debentures (NCDs) are listed under WDM segment at Bombay Stock Exchange Ltd (BSE).

The annual listing fee for the year 2010-2011 have been paid within the scheduled time to BSE, NSE & SGX – ST respectively.

INTERNAL AUDIT

M/s S. S. Kothari Mehta & Co., and M/s JRA & Associates have been appointed as the Internal cum Management Auditors of the Company for the financial year 2010-11.

Your Company also have a separate and dedicated Internal Audit Department in order to hedge the exposure towards the fraud, malfunctions and deceptive activities at various levels and in various departments. The Internal Audit Department also facilitates their support and co-operation to the Internal Auditor(s), during the course of the Internal Audit.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

As per Clause 49 of the Listing Agreement, report on Corporate Governance together with Management Discussions and Analysis Statement and Certificate from Companys Statutory Auditors are annexed elsewhere in this report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956, and Rules made there under.

PARTICULARS ON CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company, being a service provider organization, most of the information as 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, as amended, are not applicable. However, the information as required have been given in annexure b to this report.

QUALITY INTIATIVES

Reinforcing its commitments to high standards of quality, your Company was successfully assessed for its ISO certificates Intertek Systems Certification for the following:- æ QMS (Quality Management System) as per ISO 9001:2005 for providing System Integration, Network Integration, VPN

Services and Managed Services.

ISMS (Information Security Management System) as per ISO 27001:2005 covering all information assets owned or managed by your Company related to providing Data Center services & Network Operation Center from Delhi & Mumbai premises for delivering of Managed Services as per SOA version 1.0.

æ ITSM (Information Technology Service Management System) as per ISO 20000-1:2005 covering the delivery of managed services to its customers for Network Operation Centre at Mumbai Premises & Data Center & Network Operations Centre at New Delhi premises within the technical & organizational boundaries of your Company.

æ The Banglore Data Center of your Company was certified for ISO 27001:2005 by BM Trade Certification Ltd. For providing Data Center services through its Bangalore premises to its clients.

PARTICULAR OF EMPLOYEES

Information required to be furnished in terms of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is required to be set out in the Annexure to this report. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to members excluding aforesaid Annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office. None of the employees except Lt. Col. H.S. Bedi, VSM, CMD and Mr. Deepinder Singh Bedi, Executive Director, listed in the said Annexure are related to any Director of the Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their gratitude for the co- operation and support received from Members, Bankers, Department of Telecommunications (DOT), Telecom Regulatory Authority of India (TRAI), Wireless Planning Commission (WPC), Government of India, other Regulatory Bodies, Customers and other business constituents during the period under review.

Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm has been integral to your companys impressive growth.

For & on behalf of the Board of Directors

Sd/- New Delhi Lt Col HS Bedi,VSM May 29, 2010 Chairman & Managing Director

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Mar 31, 2001

The Directors pleased to present their 9th Annual Report on the business and operations of the company together with the audited accounts of the company for the year ended 31.03. 2001

Financial Results

During the year under review, your company recorded a turnover of Rs.4200.09Lacs as against Rs.3463.57Lacs last year.The Net profit has also increased from Rs.70.18Lacs to Rs.82.261acs of the last year.

Your Directors are hopeful of the repeat performance by the company during next financial year.

Dividend

In view of the ambitious plans of the company for business expansion and the need for ploughing back internal resources. Your directors express their inability to recommend any dividend for the year under review.

Directors

None of the director is retiring on the meeting.

Auditors

You are requested to appoint the auditors for the ensuing year and to fix their remuneration. The retiring auditors of the company M/s R.Chadha & Associates, Chartered Accountants, being eligible for reappointment have expressed their willingness to be reappointed.

Auditors Report

The auditors report does not contain any adverse comment requiring clarification/explanation by the Board.

Particulars of Employees

There are no employees drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment rules 1998.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

A. Conservation of Energy

The company is mostly involved in Trading activities and executing the Net working assignment. Therefore there is not significant energy consumption.

B. Technology Absorption

The company has its own technically qualifies staff in the field of computer software, hardware and networking. No imported technology is required by the company.

C. Foreign Exchange Earning and Outgo

The company is not into exports and is supplying its products within the country only.

Foreign Exchange Spent Rs. 22,90,616/- 11,38,716/-

Foreign Exchange Earned Rs. -- --

Public Deposits

The company has not accepted any deposits from the public during the year under review.

Acknowledgments

Your Directors wish to gratefully acknowledge the support extended to the company by the Dealers, Customers, Suppliers and the Bankers.

The Directors also desire to record their sincere appreciation of the efforts put in by all the employees of the company.

For and on behalf of the Board of Directors

SD/- Lt. Co. H.S.Bedi Chairman

Place : New Delhi Date : 10.08.2001