Directors Report of ICSA-India Ltd.

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the 21st Annual Report of the Company together with the audited accounts for the 9th month accounting period ended 31st, March, 2015

Financial Results (Rs. Lakhs)

Sl. 2014-15 2013-14 Description No. (9 months) (12 months)

1 Revenue (Net of duties & Taxes) 2365.13 574 8.06

2 Profit/(Loss) before depreciation (11162.74) (9421.32) & amortization, finance cost and exceptional items

3 Finance Cost 15.09 249.32

4 Depreciation & Amortization 1163.41 1258.64

5 Exceptional items

- Bad debts written off 19391.54 35147.08

- Deposits written off 538.42 -

- Provision for doubtful advances 2037.16 15963.04

6 Profit/(loss) before tax (2-3-4-5) (34308.36) (62039.40)

7 Provision for tax - -

8 Profit/(loss) after tax (6-7) (34308.36) (62039.40)

Review of operations

Performance during the 9 month accounting period ended 31.03.2015

Your company has made a Revenue of Rs.2365.13 Lakhs during the 9 months accounting period ended 31st March, 2015, as compared to the turnover of Rs.5748.06 Lakhs during the 12 month period ended on 30th June 2014 and incurred a net loss of Rs. 34308.36 Lakhs during the 9 months accounting period as against the net loss of Rs. 62039.40 Lakhs previous 12 months accounting period ended 30.06.2014. The revenue collections from the State Electricity Boards has continued to be decreased drastically on account of non-availability of timely funds for the completion of the projects., due to bad collections from the State Electricity Boards and on account of not providing funds by the banks. Also the decline in the performance is on account of slowdown of the economy with respect to the Infrastructure Sector. The detailed analysis of the performance, given at the management's discussion and analysis section of the Annual Report.

Changes in capital structure

There is no change in the capital structure of the company during the accounting period.

FCCBs

Out of USD 46 million FCCBs issued by the Company, USD 25 million FCCBs were converted into equity upon exercise of conversion rights by bond holders in the earlier years and an amount of USD 21 million FCCBs were outstanding and due for redemption as at the previous accounting year. The trustee for FCCB holders has filed suit u/s.433 & u/s.434 of the Companies Act, 1956 for winding up of the company, which has been disposed off in Company favour.

Subsidiary

The Company has floated a new India based subsidiary during the year 2011-12, named ICSA Infra Limited. Since it is into inception stage, there was no transaction in the company during the accounting period.

Dividend

In view of the losses, your Directors decided not to recommend any dividend for the financial year under review.

Fixed deposits

Your Company has not accepted any deposits falling within the meaning of Sec. 76 of the Companies Act, 2013 and any other applicable provision read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

Insurance

The Company's properties and assets are adequately insured, wherever required.

Directors' responsibility statement

As required under Section 134(5) of the Companies Act, 2013 and any other applicable provisons of the act Directors of your company hereby state and confirm:

1. That in the preparation of the annual accounts for the 9 months accounting period ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures

2. That We have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 9 months accounting period ended March 31, 2015 and of the Loss of the Company for the year under review

3. That We have taken proper and sufficient care for maintain of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities

4. That We have prepared the accounts for the 9 months accounting period ended March 31, 2015 on a going concern basis

Directors

In accordance with the provisions of Section 160 of the Companies Act, 2013, Mrs. G. Lalitha (DIN 02198243) was appointed as Additional Director (Woman Director) wef 19th March, 2015 in a duly constituted Board Meeting. A request has been received by one of the members of the Company to appoint retires by rotation and being eligible, has offered himself for reappointment.

Appointment of Secretarial Auditor

Dr. Mohan S Rao, Practising Company Secretary is appointed as a Secretarial Auditor for the conduct of the Secretarial Audit for the financial year 2014-15.

Auditors

The appointment of M/s. Rambabu & Co, Chartered Accountants, Hyderabad, Independent Auditors of the Company retiring at the forthcoming Annual General Meeting and are being ratified as they were appointed for a period of five years in the 20th AGM held on 22 Dec 2014. In accordance with the Companies Act 2013, it is proposed to appoint them for a period of three consecutive years of the first term of five consecutive years, subject to the ratification of shareholders at every Annual General Meeting and M/s. Rambabu & Co, Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Response to Auditors Observations

With reference to the observations made by the Statutory Auditors in the Audit Report, the management response there to as follows:

i) Attention is invited to Note No.7 to Notes on Financial statements regarding non-provision of interest on working capital loans for an amount of Rs. 8729.68 lacs. The loss of the company is understated to an extent of Rs.8729.68 lacs and the liability of the company is understated to that extent.

Management Response:

The company has been declared sick u/s.3(o) of SICA as per the order pronounced by the Hon'ble BIFR on 12.02.2014.Later banks have issued SARFAESI Act 2002 against which Hon'ble BIFR has stayed the actions of banks.

The company also has given revised DRS proposal to the banks which is pending. Hence interest is not provided.

ii) Attention is invited to Note No.9 to Notes on Financial statements regarding non-provision of interest on Term Loans from banks for an amount of Rs.7,471.83 lacs. The loss of the company is understated to an extent of Rs.7,471.83 lacs and the liability of the company is understated to that extent.

Management Response:

The company has been declared sick u/s.3(o) of SICA as per the order pronounced by the Hon'ble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against which Hon'ble BIFR has stayed the actions of banks.

The company also has given revised DRS proposal to the banks which is pending. Hence interest is not provided.

iii) Attention is invited to Note No.9 to Notes on Financial statements regarding non-provision of interest on corporate dividend tax for an amount of Rs.64.24 lacs which was provided for the financial year 2010-11. The loss of the company is understated to an extent of Rs.64.24 lacs and the liability of the company is understated to that extent.

Management Response:

The company has been declared sick u/s.3(o) of SICA as per the order pronounced by the Hon'ble BIFR on 12.02.2014.Later banks have issued SARFAESI Act 2002 against which Hon'ble BIFR has stayed the actions of banks.

The company also has given revised DRS proposal to the banks which is pending. Hence interest is not provided.

iv) Attention is invited to Note No.25 (a) (iii) to Notes on Financial statements regarding non-provision of Rs. 6427.58 lacs, towards differential interest for non acceptance of CDR package by banks. The loss of the company is understated to an extent of Rs. 6427.58 lacs and the liability of the company is understated to that extent.

Management Response:

The company has been declared sick u/s.3(o) of SICA as per the order pronounced by the Hon'ble BIFR on 12.02.2014.Later banks have issued SARFAESI Act 2002 against which Hon'ble BIFR has stayed the actions of banks.

The company also has given revised DRS proposal to the banks which is pending. Hence interest is not provided.

Reference to Board for Industrial and Financial Reconstruction (BIFR)

The Board of Directors at their meeting held on 29th August 2013 approved to make a reference to the Hon'ble Board for Industrial and Financial Construction (BIFR) u/s.15 Sick Industrial Companies (Special Provisions) Act, 1985. The information was already placed in the 20th Annual General Meeting held on 22nd December, 2014. Company has made a reference to the Hon'ble BIFR on 10th September 2013 and reference has been registered on 15th October 2013 as case no.70/2013. The company was declared sick u/s.3(o) of SICA as per the order pronounced by the Hon'ble BIFR on 12.02.2014.

As per the directions of the Hon'ble BIFR, the company has submitted the Draft Rehabilitation Package (DRS) to the State Bank of India, the Operating Agency (OA) and other banks on 25.03.2014.

The OA has appointed the consultant for the study of the TEV, who will submit the report, after getting the report; the Bankers will have a joint Lenders Meeting and will forward their recommendations to the Hon'ble BIFR.

Meanwhile the Banks have issued SARFAESI notice on 16.10.2014; the Hon'ble BIFR has given stay against the SARFAESI on 27.11.2014.

Employees

During the year under review, none of the employees were in receipt of remuneration in excess of the limits prescribed under the Section 197(12) of the Companies Act, 2013 and any other applicable provisons of the act read with rule 5(1) of Companies (Appointment and remuneration of managerial personal) Rules 2014 as amended.

Listing of Securities

The Company's equity shares are listed with the Bombay Stock Exchange Ltd. and the National Stock Exchange. The annual listing fee for the years 2014-15 and 2015-16 have been paid to these exchanges.

Corporate Governance and Shareholders' Information

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and on-going process. A detailed Report on Corporate Governance is given as Annexure 'A' to this Report. Certificate from Practicing Company Secretary confirming the compliance with conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

Employee stock options

The time period for schemes of employee stock options has expired and no shares have been allotted to the employees during the year. As the time period has expired the Deferred Employee Compensation no longer required and the same has been reversed to the Reserves.

Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement with the stock exchange, a report on Management Discussion & Analysis is attached to this report.

Conservation of energy, technology absorption, foreign-exchange earnings and outgo

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder:

Conservation of energy

Energy conservation measures taken up:

ICSA uses electrical energy for its equipment such as air- conditioners, computer terminals, lighting and utilities at work places. As an on-going process, we continue to undertake the following measures to conserve energy- - Incorporating new technologies in the air- conditioning system of the upcoming facilities to optimize power consumption

- Identifying and replacing low-efficient machinery (AC) in a phased manner

- Identifying and replacing outdated and low-efficient UPS systems in a phased manner

The Company also has in place the internal control procedures by which the cost of the electricity will be identified with the project and thereby, there will be an incentive for the concerned department to consume optimum power.

Additional investment and proposals for reduction of consumption of energy: Nil.

Total energy consumption requirement: Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule 1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988.

Research and Development

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear up for future opportunities. We invest and encourage continuous innovation.

Technology absorption, adoption and innovation

Efforts made in technology absorption: Enclosed - Form 'B

Acknowledgements

Your Directors are thankful to all investors, customers, vendors, banks and service providers as well as regulatory and government authorities and other business constituents for their assistance, co-operation, understanding, support and encouragement. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all level in the initiatives of the Company.

By the order of the Board of Directors

for ICSA (INDIA) LIMITED

Sd/-

Place: Hyderabad G. Bala Reddy

Date: 26th August 2015 Chairman-cum-Managing Director

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Jun 30, 2014

Dear Members

The Directors have pleasure in presenting the 20th Annual Report of the Company together with the audited accounts for the year ended June 30, 2014

Financial Results (Rs. Lakhs)

Sl Description 2013-14 2012-13 No. (12 months) (15 months)

1 Revenue (net of duties & taxes) 5748.06 42037.01

2 Profit / (Loss) before depreciation (9421.32) (26008.31) & amortization, finance cost and exceptional items

3 Finance Cost 249.32 14074.10

4 Depreciation & Amortization 1258.64 3523.57

5 Exceptional items

- Bad debts written off 35147.08 20781.00

- Prior period expenses - 17674.36

- Provision for doubtful advances 15963.04 -

6 Profit/(loss) before tax (2-3-4-5) (62039.40) (82061.35)

7 Provision for tax - 286.56

8 Profit/(loss) after tax (6-7) (62039.40) (82347.91)

Review of operations

Performance during the year ended 30.06.2014

Your company has made a Revenue of Rs.5748.06 Lakhs during the accounting year ended 30.06.2014 as compared to the turnover of Rs.42037.01 Lakhs during the 15 month period ended on 30th June 2013 and incurred a net loss of Rs. 62039.40 Lakhs during the year as against the net loss of Rs. 82347.91 Lakhs during the previous 15 month accounting period ended 30.06.2013. The revenue has decreased drastically on account of non-availability of timely funds for the completion of the projects, due to bad collections from the State Electricity Boards and on account of not providing funds by the banks. Also the decline in the performance is on account of slowdown of the economy with respect to the infrastructure sector. The detailed analysis of the performance, give at the management''s discussion and analysis section of the Annual Report.

Prospects for the financial year 2014-15

Company has projected an annual turnover of Rs.232 crores to the banks while requesting for the Draft Rehabilitation Scheme (DRS) under the aegis of Hon''ble Board of Industrial and Financial Reconstruction (BIFR) under SICA, the achievability of the same is depends on the energy sector performance in the country and timely support of the banks by sanction of the DRS.

Corporate Debt Restructuring (CDR) Package

CDR package was approved by the CDREG at their meeting held on 16th March 2012 and the approval letter was issued by the CDR Cell on 31.03.2012.

Banks have delayed the release of amount under Holding on Operations (HOO) immediately after approval of CDR package and issue of letters by the banks. Due to not providing required funds to the projects, the customers have cancelled 17 projects and the Bank Guarantees were invoked. Many of the projects have been stopped for want of materials, due to non-availability of funds and Letter of Credit''s.

On account of all the above factors, the performance during the year ended 30th June 2014 has been affect severally and company incurred huge losses.

Despite the request made by the company for revision of the CDR package, the bankers at their CDREG meeting held in the month of November 2013 has revoked the CDR package, without being given an opportunity to the company to explain the viability of the revised CDR package. It was intimated to the company that the CDR package has failed and the package has been revoked. The company had explained through a letter to the banks on the reasons for failure of the CDR package on the account of the non availability of the funds as per the sanctioned CDR package.

Changes in capital structure

There is no change in the capital structure of the company during the accounting period.

FCCBs

Out of USD 46 million FCCBs issued by the Company, USD 25 million FCCBs were converted into equity upon exercise of conversion rights by bond holders in the earlier years and an amount of USD 21 million FCCBs were outstanding and due for redemption as at the previous accounting year. The trustee for FCCB holders has filed suit u/s.433 & u/s.434 of the Companies Act, 1956 for winding up of the company, which is pending for disposal.

Subsidiary

Singapore: The financials of Singapore-based subsidiary - "ICSA International PTE LTD" are not included in this Annual Report, on account of not having any transactions in this subsidiary company during the accounting period. Further, the director''s of the company is of opinion to close the company at appropriate time. The ICSA International Pte Limited has applied for dissolution of the company.

The Company has floated a new India based subsidiary during the year 2011-12, named ICSA Infra Limited. Since it is into inception stage, there was no transaction in the company during the accounting period.

Dividend

In view of the losses, your Directors decided not to recommend any dividend for the financial year under review.

Fixed deposits

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

Insurance

The Company''s properties and assets are adequately insured, wherever required.

Directors'' responsibility statement

As required under Section 217 (2AA) of the Companies Act, 1956, Directors of your company hereby state and confirm:

1. That in the preparation of the annual accounts for the year ended June 30, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures

2. That We have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year ended June 30, 2014 and of the Loss of the Company for the year under review

3. That We have taken proper and sufficient care for maintain of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities

4. That We have prepared the accounts for the year ended June 30, 2014 on a going concern basis

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. G. Bala Reddy, retires by rotation and being eligible, has offered himself for reappointment.

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules made thereon, all Independent Directors of the Company are seeking fresh appointment for five consecutive years commencing from the ensuing Annual General Meeting. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. R Venkata Rami Reddy was appointed as an Additional Director with effect from 24th March, 2014 and he shall hold office upto the date of the ensuing Annual General Meeting, the Company has received requisite notice in writing from a member proposing Mr. R

Venkata Rami Reddy for appointment as an Independent Director.

The company had made a fresh application with Central Government for seeking the approval of appointment of Dr. Venkatasatya Prasad Tholada as Executive Director. The approval is yet to be received from the Central Government. However Dr. Venkatasatya Prasad Tholada has resigned from the directorship w.e.f. 24.03.2014.

Auditors

M/s. Rambabu & Co, Chartered Accountants, Hyderabad, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for appointment. In accordance with the Companies Act 2013, it is proposed to appoint them for a period of three consecutive years of the first term of five consecutive years, subject to the ratification of shareholders at every Annual General Meeting and M/s. Rambabu & Co, Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Response to Auditors Observations

With reference to the observations made by the Statutory Auditors in the Audit Report, the management response there to as follows:-

i) Attention is invited to Note No. 7 to Notes on Financial Statements regarding non-provision of interest on working capital loans for an amount of Rs. 11,579.98 lacs. The loss of the company is understated to an extent of Rs. 11,579.98 lacs and the liability of the company is understated to that extent.

Management Response:- Company submitted the Draft Rehabilitation Scheme (DRS) to the Banks and to the Hon''ble BIFR, in which company had asked for reduction in the interest rate in line with earlier approved CDR package. Since the DRS is yet to the taken up by the banks and the exact interest amount is not known, the company has not provided the interest on the working capital loans as on 30.06.2014.

ii) Attention is invited to Note No. 9 to Notes on Financial statements regarding non- provision of interest on Term Loans from banks for an amount of Rs. 7,131.35 lacs. The loss of the company is understated to an extent of Rs. 7,131.35 lacs and the liability of the company is understated to that extent.

Management Response:- Company submitted the Draft Rehabilitation Scheme (DRS) to the Banks and to the Hon''ble BIFR, in which company had asked for reduction in the interest rate in line with earlier approved CDR package. Since the DRS is yet to the taken up by the banks and the exact interest amount is not known, the company has not provided the interest on the term loans as on 30.06.2014.

iii) Attention is invited to Note No. 9 to notes on financial statements regarding non-provisions of interest on corporate dividend tax for an amount of Rs. 51.39 lacs which was provided for the financial year 2010-11. The loss of the company is understated to an extent of Rs 51.39 lacs and the liability of the company is understated to that extent.

Management Response:- Company is planning to seek exemption from the Income Tax department, since already company is having huge burden on payment of taxes.

iv) Attention is invited to Note No. 25(a)(iii) to Notes on Financial statements regarding no-provision of Rs. 6427.58 lacs, towards differential interest for non acceptance of CDR package by banks. The loss of the company is understated to an extent of Rs. 6427.58 lacs and the liability of the company is understated to that extent.

Management Response:- Company submitted the Draft Rehabilitation Scheme (DRS) to the Banks and to the Hon''ble BIFR, in which company had asked for reduction in the interest rate in line with earlier approved CDR package. Since the DRS is yet to the taken up by the banks and the exact interest amount is not known, the company has not provided differential interest on the term loans and working capital loans upto the period ended 30.06.2013.

Reference to Board for Industrial and Financial Reconstruction (BIFR)

The accumulated losses of the company as on the accounting period ended 30th June 2013 is more than 100% peak networth in previous three accounting years and the company has become the sick company u/s.3(o) of the Sick Industrial Companies (Special Provisions) Act, 1985. The board of directors at their meeting held on 29th August 2013 approved to make a reference to the Hon''ble Board for Industrial and Financial Construction (BIFR) u/s.15 Sick Industrial Companies (Special Provisions) Act, 1985. Company has made a reference to the Hon''ble BIFR on 10th September 2013 and reference has been registered on 15th October 2013 as case no.70/2013. The company was declared sick u/s.3(o) of SICA as per the order pronounced by the Hon''ble BIFR on 12.02.2014. As per the directions of the Hon''ble BIFR, the company has submitted the Draft Rehabilitation Scheme (DRS) to the State Bank of India, the Operating Agency (OA) and other banks on 25.03.2014. The OA has declined to consider the DRS, but the Hon''ble BIFR at the hearing held on 04.07.2014 directed the OA to appoint the consultant for the study of the Techno Economic Viability (TEV)of the company and to discuss among the bankers within the stipulated time, which is yet to be done by the OA. The OA has appointed the consultant for the study of the TEV, who will submit the report by mid December 2014. After getting the report, the Bankers will have a Joint Lenders Meeting and will forward their recommendations to the Hon''ble BIFR.

Consolidated Accounts with the accounts of Subsidiary i.e. ICSA International Pte Ltd

The directors noted that the ICSA International Pte Ltd the subsidiary of the company, have not been doing any business for the past five years and the decision taken for closure of the subsidiary company. Accordingly the consolidated accounts for the accounting period ended 30th June 2014 have not been prepared.

Employees

During the year under review, none of the employees were in receipt of remuneration in excess of the limits prescribed under the Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Listing of Securities

The Company''s equity shares are listed with the Bombay Stock Exchange Ltd. and the National Stock Exchange. The annual listing fee for the years 2013-14 and 2014-15 have been paid to these exchanges.

Corporate Governance and Shareholders'' Information

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and on-going process. A detailed Report on Corporate Governance is given as Annexure ''A'' to this Report. Certificate from Practicing Company Secretary confirming the compliance with conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

Employee stock options

The time period for schemes of employee stock options has expired and no shares have been allotted to the employees during the year. As the time period has expired the Deferred Employee Compensation no longer required and the same has been reversed to the Reserves.

Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement with the stock exchange, a report on Management Discussion & Analysis is attached to this report.

Conservation of energy, technology absorption, foreign-exchange earnings and outgo

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder:

Conservation of energy

Energy conservation measures taken up:

ICSA uses electrical energy for its equipment such as air-conditioners, computer terminals, lighting and utilities at work places. As an on-going process, we continue to undertake the following measures to conserve energy- Incorporating new technologies in the air-conditioning system of the upcoming facilities to optimize power consumption

- Identifying and replacing low-efficient machinery (AC) in a phased manner

- Identifying and replacing outdated and low-efficient UPS systems in a phased manner

The Company also has in place the internal control procedures by which the cost of the electricity will be identified with the project and thereby, there will be an incentive for the concerned department to consume optimum power.

Additional investment and proposals for reduction of consumption of energy: Nil.

Total energy consumption requirement: Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule 1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988.

Research and Development

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear up for future opportunities. We invest and encourage continuous innovation.

Technology absorption, adoption and innovation

Efforts made in technology absorption: Enclosed - Form ''B

Acknowledgements

Your Directors are thankful to all investors, customers, vendors, banks and service providers as well as regulatory and government authorities and other business constituents for their assistance, co-operation, understanding, support and encouragement. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all level in the initiatives of the Company.

By the order of the Board of Directors for ICSA (INDIA) Limited

Sd/- Place: Hyderabad G. Bala Reddy Date: 12.11.2014 Chairman-cum-Managing Director

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Jun 30, 2013

Dear Members

The Directors have pleasure in presenting the 19th Annual Report of the Company together with the audited accounts for the 15th month accounting period ended June 30, 2013

Financial Results (Rs. Lakhs)

Sr. 2012-13 2011-12 no Description (15 months) (12 months)

1 Revenue (net of duties & 42037.01 94136.65 taxes)

2 Profit/(Loss) before (26008.31) 3707.40 depreciation & amortization, interest and exceptional items

3 Interest 14074.10 11895.25

4 Depreciation & 3523.57 2816.83 Amortization

5 Exceptional items

- Bad debts written off 20781.00 6842.58

- Prior period expenses 17674.36 -

6 Profit/(loss) before tax (82061.35) (17847.27) (2-3-4-5)

7 Provision for tax 286.56 (40.58)

8 Profit/(loss) after tax (6-7) (82347.91) (17806.69)



Review of operations

Performance during the 15 month accounting period ended 30.06.2013

Your company has made a Revenue of Rs.42037.01 Lakhs during the 15 months accounting period ended on 30th June 2013 as compared to the previous year 2011-

12 (12 months) Rs. 94136.65 crores and incurred a net loss Rs. 82347.91 Lakhs as against net loss after tax of Rs. 17806.69 Lakhs during the previous year 2011-12. The revenue has decreased on account of non-availability of timely funds for the completion of the projects, due to bad collections from the State Electricity Boards. Also the decline in the performance is on account of slowdown of the economy with respect to the infrastructure sector. The detailed analysis of the performance, give at the management''s discussion and analysis section of the Annual Report.

Prospects for the financial year 2013-14

Company has projected an annual turnover of Rs.618 crores to the banks while requesting for the revised CDR package, the achievability of the same is depends on the energy sector performance in the country and timely support of the banks.

Corporate Debt Restructuring (CDR) Package

CDR package was approved by the CDREG at their meeting held on 16th March 2012 and the approval letter was issued by the CDR Cell on 31.03.2012.

Banks have delayed the release of amount under Holding on Operations (HOO) immediately after approval of CDR package and issue of letters by the banks. Due to not providing required funds to the projects, the customers have cancelled 14 projects and the Bank Guarantees were invoked. Many of the projects have been stopped for want of materials, due to non-availability of funds and Letter of Credit''s.

Income Tax department has issued the attachment of bank accounts and customer accounts at three occasions resulted in stopping of operations till withdrawal of the attachments, which took time for company to get it done.

On account of all the above factors, the performance during the 15 month accounting period ended 30th June 2013 was lower as compared to the previous year.

Due to the lower turnover and cancellation of the projects, company could not get the collections in time, which has lead to the shortage of cash flow and hence company could not meet the commitments on the payment of interest.

In order to improve the operations of the company, the required support from banks is required and for the same the company has submitted the proposal for revised CDR Package in the last week of April

2013, which is yet to be taken up by the banks.

New innovations and product improvements:

Your company made the new innovations and product improvements/additions to the product base, during the previous years and the year under review as given below:-

Energy meter and derivatives:

1. Smart Trivector Meter LT/HT with built in load connection/disconnection

2. Smart Trivector Meter with Power Line Carrier communication

3. Smart Trivector Meter with DLMS communication

4. Smart Trivector Meter with tamper-detection features like (CTR, PTM, LPF, Magnet, CT short, CT open/by pass, Neutral Disturbance, Cover Open)

5. Smart Energy Meter with all tamper feature like Reverse, Earth, Magnet, Neutral Missing, Cover Open, HSD (upto 35KV),

6. Smart Energy Meter with prepaid facility (Card Read, PLCC, Keyboard)

7. Pole top panel mountable Energy Meters (Phase 1)

8. Smart Trivector Meter LT with configurable Display Parameter, CT ratio, TOD, MD IP, Load Survey.

9. Smart Trivector Meter HT with configurable Display Parameter, CT/PT ratio, TOD, MD IP, Load Survey.

10. Equipment for billing:

- Spot -billing machine

- Common meter-reading instrument

- Ticket-issuing ,machine

AMR:

- IAMR 6.2

- Data concentrator with in-built web server and RTOS (MODBUS/DLMS)

- IAMR with PLCC

- IAMR with transmission line fault detection

- IAMR with PLCC for theft detection

- IAMR with PLCC for prepaid through scratch card

- IAMR with RFID for LT/HT connection

- IAMR 7.0 with FOTA

- Smart adaptor

SCADA:

- Field Remote Terminal Unit 126

- Data Concentrator Unit 126

Smart Energy Meter manufacturing facility:

During the earlier years, your Company has entered into Smart Meter business segment by starting a state-of- the-art Smart Energy Meter manufacturing facility near Hyderabad at Pashamylaram.

Changes in capital structure

There is no change in the capital structure of the company during the accounting period. Company has obtained the shareholders approval at the Annual General Meeting held on 28th December 2012 for issue of 1,53,84,615 Equity Shares of Rs.2 each with a premium of Rs.14.25 per share to the promoters of the company by converting the unsecured loan of Rs.25 crores brought in by the promoter. However the shares could not be issued to the promoters on account of delay in completion of certain formalities.

FCCBs

Out of USD 46 million FCCBs issued by the Company, USD 25 million FCCBs were converted into equity upon exercise of conversion rights by bond holders in the earlier

years and an amount of USD 21 million FCCBs were outstanding and due for redemption as at the previous accounting year. During the period, the company had various discussions with the FCCB holders and got the approval from Reserve Bank of India for rollover of the FCCB and the same may be wrapped up during the year 2013-14.

Subsidiary

The financials of Singapore based subsidiary - "ICSA International PTE LTD" are not included in this Annual Report, on account of not having any transactions in this subsidiary company during the accounting period. Further, the director''s of the company is of opinion to close the company at appropriate time.

The Company has floated a new India based subsidiary during the year 2011-12, named ICSA Infra Limited. Since it is into inception stage, there was no transaction in the company during the accounting period.

Dividend

In view of the losses, your Directors decided not to recommend any dividend for the financial year under review.

Fixed deposits

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

Insurance

The Company''s properties and assets are adequately insured, wherever required.

Directors'' responsibility statement

As required under Section 217 (2AA) of the Companies Act, 1956, Directors of your company hereby state and confirm:

1. That in the preparation of the annual accounts for the 15 months accounting period ended June 30, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures

2. That We have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 15 months accounting period ended June 30, 2013 and of the Loss of the Company for the year under review

3. That We have taken proper and sufficient care for maintain of adequate accounting records in

accordance with provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities

4. That We have prepared the accounts for the 15 months accounting period ended June 30th, 2013 on a going concern basis

Directors and Company Secretary

Mr. Mandra Sarveswar Reddy will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. V Shyam Sunder Reddy has resigned as director of the Company with effect from 15th April 2013 due to personal reasons and other pre-occupations. The Directors place on record their appreciation for the contribution made by Mr. V. Shyam Sunder Reddy during his tenure on the Board.

Dr. T. Srinivasa Rao has been appointed as Additional Director with effect from 29th April, 2013. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting.

Company made an application to the Central Government for seeking the approval of appointment of Dr. Venkata Satya Prasad Tholada as Executive Director. But the approval has declined by the Central Government for want of further data. Having declined the approval, it is proposed to seek ratification / approval of Central Government in ensuing Annual General Meeting.

Ms. Shabnam Siddiqui has tendered her resignation from position of Company Secretary & Compliance Officer through letter dated 01.12.2012 and Board has accepted same with effect from 31st December, 2012.

Auditors

The Auditors M/s. Rambabu & Co, Chartered Accountants, Hyderabad the retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Response to Auditors Observations

With reference to the observations made by the Statutory Auditors in the Audit Report, the management response there to as follows:-

''Non-provision of interest on corporate dividend tax for an amount of Rs.34.26 lacs on provision for corporate dividend tax which was provided for the financial year 2010-11:- Company is planning to seek exemption from the Income Tax department, since already company is having huge burden on payment of taxes''.

Reference to Board for Industrial and Financial Reconstruction (BIFR)

The accumulated losses of the company as at the accounting period ended 30th June 2013 is more than 100% peak net worth in previous three accounting years and the company has become the sick company u/s.3(o) of the Sick Industrial Companies (Special Provisions) Act, 1985. The board of directors at their meeting held on 29th August 2013 approved to make a reference to the Board for Industrial and Financial Construction (BIFR) u/s.15 Sick Industrial Companies (Special Provisions) Act, 1985. Company has made a reference to the BIFR on 10th September 2013 and reference has been registered on 15th October 2013 as case no.70/2013.

Consolidated Accounts with the accounts of Subsidiary i.e. ICSA International Pte Ltd

The directors noted that the ICSA International Pte Ltd the subsidiary of the company, have not been doing any business for the past five years and the decision taken for closure of the subsidiary company. Accordingly the consolidated accounts for the accounting period ended 30th June 2013 have not been prepared.

Employees

During the year under review, none of the employees were in receipt of remuneration in excess of the limits prescribed under the Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Listing of Securities

The Company''s equity shares are listed with the Bombay Stock Exchange Ltd. and the National Stock Exchange. The annual listing fee for the years 2012-13 and 2013-14 have been paid to these exchanges.

Corporate Governance and Shareholders'' Information

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and on-going process. A detailed Report on Corporate Governance is given as Annexure ''A'' to this Report. Certificate from Practicing Company Secretary confirming the compliance with conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report..

Employee stock options

As required by Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the details of the options granted and other disclosures are furnished as Annexure - C.

Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement with the stock exchange, a report on Management Discussion & Analysis is attached to this report.

Conservation of energy, technology absorption, foreign-exchange earnings and outgo

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder:

Conservation of energy

Energy conservation measures taken up:

ICSA uses electrical energy for its equipment such as air- conditioners, computer terminals, lighting and utilities at work places. As an on-going process, we continue to undertake the following measures to conserve energy-

- Incorporating new technologies in the air- conditioning system of the upcoming facilities to optimize power consumption

- Identifying and replacing low-efficient machinery (AC) in a phased manner

- Identifying and replacing outdated and low-efficient UPS systems in a phased manner

The Company also has in place the internal control procedures by which the cost of the electricity will be identified with the project and thereby, there will be an incentive for the concerned department to consume optimum power.

Additional investment and proposals for reduction of consumption of energy: Nil.

Total energy consumption requirement: Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule 1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988.

Research and Development

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear up for future opportunities. We invest and encourage continuous innovation.

Technology absorption, adoption and innovation

Efforts made in technology absorption: Enclosed - Form ''B

Acknowledgements

Your Directors are thankful to all investors, customers, vendors, banks and service providers as well as regulatory and government authorities and other business constituents for their assistance, co-operation, understanding, support and encouragement. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all level in the initiatives of the Company.

By the order of the Board of Directors

for ICSA (INDIA) Limited

Sd/-

Place: Hyderabad G. Bala Reddy

Date:12.11.2013 Chairman-cum-Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting the 17th Annual Report together with the audited accounts for the financial year ended March 31, 2011.

Financial highlights

2010 – 11 2009- 10 per cent growth/ increase (Rs. in lakh) (Rs. in lakh)

Total income 141,491.34 124,596.68 13.56

Profit before tax 17,913.50 17,047.54 5.08

Profit after tax 12,563.19 12,184.59 3.11

Basic EPS (in Rs.) 26.44 25.87 2.20

Review of operations

For the financial year ended March 31, 2011, your Company made a significant growth and reported a total income of Rs. 141,491.34 lakh, showing a growth of 13.56 per cent over 2009-10.

The Company recorded a net profit of Rs. 12,563.19 lakh, signifying a growth of 3.11 per cent over the previous year 2009-10.

Operating performance of infrastructure projects and services was significantly better than 2009-10, while that of embedded products has shown a decline. For detailed analysis of the performance, please refer to the managements discussion and analysis section of the Annual Report.

New innovations and product improvements:

New innovations and product improvements/additions to the product base, during the year under review are given below:

A. SCADA/DMS:

1. Field Remote Terminal Unit-126

2. Data Concentrator Unit-126

B. Energy meter and derivatives:

1. Smart Trivector Meter LT/HT with built in load connection/

disconnection

2. Smart Trivector Meter with Power Line Carrier communication

3. Smart Trivector Meter with DLMS communication

4. Smart Trivector Meter with tamper-detection features like (CTR, PTM, LPF, Magnet, CT short, CT open/by pass, Neutral Disturbance, Cover Open)

5. Smart Energy Meter with all tamper feature like Reverse, Earth, Magnet, Neutral Missing, Cover Open, HSD (upto 35KV)

6. Smart Energy Meter with prepaid facility (Card Read, PLCC, Keyboard)

7. Pole top panel mountable Energy Meters (Single Phase)

8. Smart Trivector Meter LT with configurable Display Parameter, CT ratio, TOD, MD IP, Load Survey.

9. Smart Trivector Meter HT with configurable Display Parameter, CT/PT ratio, TOD, MD IP, Load Survey.

10. Equipment for billing:

• Spot -billing machine

• Common meter-reading instrument •Ticket-issuing machine

C. AMR:

1. IAMR 6.2

2. Data concentrator with in-built web server and RTOS (MODBUS/DLMS)

3. IAMR with transmission line fault detection

4. IAMR with PLCC for theft detection

5. IAMR with PLCC for prepaid through scratch card

6. IAMR with RFID for LT/HT connection

7. IAMR 7.0 with FOTA

8. Smart adaptor

Smart Energy Meter manufacturing facility:

During the year under review, your Company has started a state-of- the-art Smart Energy Meter manufacturing facility near Hyderabad at Pashyamylaram.

Changes in capital structure

Details of changes in equity structure during the year under review:

Serial Date of Particulars Number of number allotment shares allotted

1 March 31, 2010 Equity share capital as on March 31, 2010 –

2 June 9, 2010 Allotment of equity shares representing 25 per cent 62,496 of stock options granted under Employee Stock Option Scheme 2006, allotted at the discounted price of Rs. 70 per equity share of Rs. 2 each

3 July 1, 2010 Allotment of equity shares representing the final 75,000 tranche of 25 per cent of stock options granted under Employee Stock Option Scheme 2005, allotted at the discounted price of Rs. 60 per equity share of Rs. 2 each

4 July 14, 2010 Allotment of equity shares representing 30 per cent 150,000 of stock options granted under Employee Stock Option Scheme 2008, allotted at the discounted price of Rs. 26 per equity share of Rs. 2 each

5 March 4, 2011 Allotment of equity shares representing the final tranche of 35 per cent of stock options granted under Employee Stock Option Scheme 2007, allotted at the discounted price of Rs. 25 per equity share of Rs. 2 each 175,001

March 31, 2011 Equity share capital as on March 31, 2011 -

Serial Number Total Number of equity Shares post alloted

1. 47,288,488 shares of Rs. 2 each

2. 47,350,984 shares of Rs.2 each

3. 47,425,984 shares of Rs. 2 each

4. 47,575,984 shares of Rs. 2 each

5. 47,750,985 shares of Rs. 2 each 47,750,985 shares of Rs. 2 each

Recognition and ranking

1 Business Standard has ranked ICSA at:

i. 352 by net sales (last year it was 461) ii. Industry-wise IT rank at 10

2 Business Today ranked ICSA at:

i. At 329 by total assets (last year at 341);

ii. 300 by sales (last year at 304);

iii. 259 by net profit (last year at 161);

3 ICSA has been ranked 62nd in Asia and 7th in India by Forbes Asia in “Asias 200 Best Under A Billion”

4 Data Quest July 15, 2010 ranked ICSA at 106 among the top 200 companies in 2009-10 in the IT Sector

5 Mint newspaper has ranked ICSA at 10 among the top 500 best- performing mid-size firms in India.

Conversion of FCCBs into equity shares

Out of USD 46 mn FCCBs issued by the Company, USD 25 mn FCCBs were converted into equity upon exercise of conversion rights by bond holders in the earlier years and an amount of USD 21 mn FCCBs were outstanding as on March 31, 2011.

Subsidiary

Singapore: The financials of Singapore-based subsidiary - “ICSA International PTE LTD” are included in this Annual Report.

Dividend

Your Board of Directors recommended a dividend of Rs. 1.80 (90 per cent) per equity share of Rs. 2 each for the financial year 2010-11, as against Rs. 1.60 (80 per cent) per equity share of Rs. 2 each paid for the previous financial year 2009-10.

Fixed deposits

The Company did not invite any fixed deposits from the public during the year.

Insurance

The Companys properties and assets are adequately insured.

Directors responsibility statement

Pursuant to Section 217 (2AA) as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

2. That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit of the Company for the year under review;

3. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities;

4. That the Directors prepared the annual accounts on a going concern basis.

Directors

Shri Y.V.Ramana Reddy retires by rotation and being eligible offers himself for reappointment.

Auditors

M/S. VDNR & Associates, Chartered Accountants, Hyderabad, the retiring Statutory Auditors, being eligible, offer themselves for reappointment at remuneration to be fixed by the Board.

Employees

The information required under Section 217(2A) of the Companies Act, 1956, and the rules made there under is given in the annexure to this Report which forms part of this Report.

Listing at stock exchanges

The Companys equity shares continue to be listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange Ltd. The annual listing fee for the years 2010-11 and 2011-12 have been paid to these exchanges.

Report on Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and on-going process. A detailed Report on Corporate Governance is given as Annexure A to this Report. Report on Corporate Governance including Auditors Certificate on compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure to this Report.

Employee stock options

As required by Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the details of the options granted and other disclosures are furnished as Annexure-C.

Conservation of energy, technology absorption, foreign-exchange earnings and outgo

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder:

Conservation of energy

Energy conservation measures taken up:

ICSA uses electrical energy for its equipment such as air-conditioners, computer terminals, lighting and utilities at work places. As an on-going process, we continue to undertake the following measures to conserve energy.

- Incorporating new technologies in the air-conditioning system of the upcoming facilities to optimise power consumption

- Identifying and replacing low-efficient machinery (AC) in a phased manner

- Identifying and replacing outdated and low-efficient UPS systems in a phased manner

The Company also has in place the internal control procedures by which the cost of the electricity will be identified with the project and thereby, there will be an incentive for the concerned department to consume optimum power.

Additional investment and proposals for reduction of consumption of energy: Nil.

Total energy consumption requirement: Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule 1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988.

Research and Development

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear up for future opportunities. We invest and encourage continuous innovation.

Technology absorption, adoption and innovation

Efforts made in technology absorption : Enclosed - Form B

Acknowledgements

Your Directors thank all investors, customers, vendors, banks and service providers as well as regulatory and government authorities for their continuous support. Your Directors greatly appreciate and thank the significant contributions of employees in the initiatives of the Company.

By the order of the Board of Directors for ICSA (INDIA) LIMITED

Sd/-

G. Bala Reddy Chairman-cum-Managing Director

Place: Hyderabad Date : May 20, 2011

---

Mar 31, 2010

THE DIRECTORS HAVE PLEASURE IN PRESENTING THE 16TH ANNUAL REPORT TOGETHER WITH THE AUDITED ACCOUNTS FOR THE FINANCIAL YEAR ENDED MARCH 2010.

Financial highlights 16th Annual Report

Total Income 124596.67 112400.99

Profit before tax 17047.54 20663.10

Profit after tax 12184.59 15286.08

Number of shareholders as on March 31, 2010/ 2009 45,166 31,692

Review of operations

For the financial year ended March 31, 2010, your Company reported a total income of Rs. 124596.67 Lakhs, showing a growth of 10.85 per cent over 2008-09.

The Company recorded a net profit of Rs. 12184.59 Lakhs as against Rs.15286.08 Lakhs for the previous year ended March 31, 2009.

Operating performance of Infrastructure services was significantly better than 2008-09, while that of Embedded products has shown a decline. For detailed analysis of the performance, please refer to the managements discussion and analysis section of the Annual Report.

New innovations and product developments

The products developed by the Company are in line with enablement of smart grid in utilities. The Company finds applications in other sectors including oil, gas and water which has thrown open a big opportunity for the Company. Recent innovations include the below products

SCADA and substation automation

- FRTU

- RTU4848

- Data concentrator with multiple communications (PLCC/GPRS/RS485)

Energy meters and derivatives

- Smart Trivector Meter (LT/HT) with built in Load connection/Disconnection

- Smart Trivector Meter with Power line carrier communication

- Smart Trivector Meter with DLMS communication

- Smart Energy Meter with Prepaid facility (Card Read, PLCC, Keyboard)

- Pole top panel mountable Energy Meters(1 Phase)

- Smart Trivector Meter (LT/HT)with Configurable TODaMD

- Handheld Equipment for Billing

- Spot Billing Machine

- Common Meter Reading Instrument

AMR

- IAMR6.2

- Data Converter (RS485 to RS232) for RAPDRP

- Data Concentrator with inbuilt web server and RTOS (Modbus/DLMS)

- IAMR with PLCC

- IAMR with transmission line fault detection

- IAMR with PLCC for Theft detection

- IAMR with PLCC for Prepaid through scratch card

Other products

> Instrument for CIPS&DCVG survey of gas/oil pipelines Software for energy audit and meter data acquisition systems

Major developments during the year

-- Entered the Supervisory Control And Data Acquisition (SCADA) business in India along with Dongfang Electronics Company Limited, a China based SCADA solutions provider Empanelled by Power Finance Corporation, Ministry of Power as SCADA Implementation Agency under RAPDRP program Entered into high end transmission business with bagging order for 400 Kv substation and transmission lines

; Obtained eligibility to participate in the Power Grid business Started state-of-the-art Smart Energy Meter manufacturing facility to enter into Smart Meter business segment

Recognition and awards

Forbes Asia ranked ICSA at 11 in Indias Under a Billion Fast Growing Companies in September 2009. ICSA is featuring as one of the "Technology Fast 50 Indian Companies" by Deloitte for 3 consecutive years.

- Business World Ranked ICSA at 28 in terms of Top 50 by ROA & P/E in November 2009.

- Business World Ranked ICSA at 368 in terms of Total Income amongst Top 500 non-finance Companies in India in November 2009

>- The Economic Times ranked ICSA at 25 as Countrys Top IT

Companies in October 2009 -- Business Today listed ICSA as the Indias most "Investor-Friendly"

companies

Business Today ranked ICSA among Top 500 at:

- 362nd by Average Market Capitalisation

- 341st by Total Assets

- 304th by Sales

- 161st by Net Profit Business Today ranked ICSA:

- 6th among Top 10 by 5 Years sales growth.

- 3rd among Top 10 by 10 Years sales growth.

- 4th among Top 10 by 5 Years profit growth.

- 3rd among Top 10 by 10 Years profit growth.

Details of changes in equity structure during the year under review:

Sl Date of Particulars no. allotment

1 - Equity share capital as on April 1, 2009

2 June 9, 2009 Allotment of equity shares representing 35 percent of stock options granted under Employee Stock Option Scheme 2006,allotted at the discounted price of Rs.70 per equity share of Rs. 2 each

3 July 7, 2009 Allotment of equity shares representing 25 percent of stock options granted under Employee Stock Option Scheme 2005, allotted at the discounted price of Rs. 60 per equity share of Rs. 2 each

4 March 3, 2010 Allotment of equity shares representing 35 per cent of stock options granted under Employee Stock Option Scheme 2007, allotted at the discounted price of Rs. 25 per equity share of Rs. 2 each

5 - Equity share capital as on March 31, 2010

Sl. No. Number of Total Number of equity shares allotted shares post allotment

1. - 4,69,50,993 shares of Rs. 2 each

2. 87,496 4,70,38,489 shares of Rs. 2 each

3. 75,000 4,71,13,489 shares of Rs. 2 each

4. 1,74,999 4,72,88,488 shares of Rs. 2 each

5. - 4,72,88,488 shares of Rs. 2 each

Conversion of FCCBs into equity shares

Out of USD 46 mn FCCBs issued by the Company, USD 25 mn FCCBs were converted into equity upon exercise of conversion right by the bond holders and an amount of USD 21 mn FCCBs were outstanding as on March 31, 2010.

Subsidiary

Singapore: The financials of Singapore-based subsidiary - "ICSA International PTE LTD" are included in this Annual Report.

Dividend

Your Board of Directors recommended a dividend of Rs. 1.60 (80 per cent) per equity share of Rs. 2 each for the financial year 2009-10, as against Rs. 1.40 (70 per cent) per equity share of Rs. 2 each paid for the previous financial year 2008-09.

Fixed deposits

The Company did not invite any fixed deposits from the public during the year.

Insurance

The Companys properties and assets are adequately insured.

Directors responsibility statement

Pursuant to Section 217 (2AA) as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm

1. That in the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures

2. That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit of the Company for the year under review

3. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities

4. That the Directors prepared the annual accounts on a going concern basis.

Directors

Shri S. S. Dua retires by rotation and being eligible offered himself for re-appointment.

Auditors

M/S. VDNR Et Associates, Chartered Accountants, Hyderabad, the retiring Statutory Auditors, being eligible, offer themselves for re-appointment at a remuneration to be fixed by the Board.

Employees

The information required under Section 217(2A) of the Companies Act, 1956, and the rules made there under is given in the annexure to this Report, which forms a part of this Report.

Listing at stock exchange

The Companys equity shares continue to be listed on The Bombay Stock Exchange Ltd. and The National Stock Exchange. Foreign currency convertible bonds are listed on the Singapore Stock Exchange. The annual listing fee for the years 2009-2010 and 2010-2011 have been paid to these exchanges.

Report on Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance is given as Annexure A to this Report. Report on Corporate Governance including Auditors Certificate on compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure to this Report.

Employee stock options

As required by Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the particulars of the stock options under associate

Details of the options granted and other disclosures are furnished as Annexure - C.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder:

Conservation of energy

Energy conservation measures taken up

ICSA uses electrical energy for its equipment such as air-conditioners, computer terminals, lighting and utilities at work places. As an ongoing process, we continue to undertake the following measures to conserve energy

- Incorporating new technologies in the air conditioning system in upcoming facilities to optimise power consumption.

- Identification and replacement of low-efficient machinery (AC) in a phased manner.

- Identification and replacement of outdated and low-efficient UPS systems in a phased manner.

The Company has also in place the internal control procedures by which the cost of the electricity shall be identified with the project and thereby there will be an incentive for the concerned department to consume optimum power.

Additional investment and proposals for reduction of consumption of energy: Nil.

Total energy consumption requirement: Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule 1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988.

Research and Development

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear for future opportunities. We invest and encourage continuous innovation.

Technology absorption, adoption and innovation

Efforts made in technology absorption: Enclosed - Form B

Acknowledgements

Your Directors thank all investors, customers, vendors, banks, and service providers as well as regulatory and government authorities for their continued support. Your Directors greatly appreciate and thank ; the significant contributions of employees in the initiatives of the Company.

By the order of the Board of Directors for ICSA (India) Limited

Sd/-

Place: Hyderabad G. Bala Reddy

Date: June 16, 2010 Chairman-cum-Managing Director