The Directors are pleased to present their 23rd Annual Report together
 with the Audited Statement of Accounts for the year ended 31st March,
 2010.
 
 FINANCIAL PERFORMANCE                     Amount (Rs. in lacs)
 
 PARTICULARS                         31/03/2010         31/03/2009
 
 Turnover                                18,203             22,035
 
 Profi t Before Depreciation              8,620             17,307
 
 Less:Depreciation                        8,325              5,359
 
 Profi t Before Tax                         295             11,948
 
 Less : Provision for Taxation              267                275
 
 Profi t After Tax                           28             11,672
 
 Less : Exceptional Items                     -             12,949
 
 Profi t/(Loss) after Exceptional Items      28             (1,277) 
 
 Transfer to General Reserve                  -                  -
 
 
 DIVIDEND
 
 The challenging times, your Company went through last year, have not
 completely receded. As is apparent from the fi nancials, though
 stability is visible, growth is still not taking its fi rm roots. Your
 Company needs to invest more to see that good growth happens in the
 future. Under these circumstances, your Directors have not considered
 it appropriate to recommend any dividend for the year ended 31st March
 2010.
 
 BUSINESS REVIEW & FUTURE PROSPECTS
 
 Your Company’s consolidation process continues and is getting good
 momentum as time goes by. In spite of reduced top line, the Company’s
 bottom-line improvement is visible. Last year saw a good build up of
 the sales funnel although the conversion from funnel to order had been
 slower than expected. However, the increase in conversion from funnel
 has seen an acceleration towards the end of last year. While business
 from US is showing healthier growth than the year before, Europe too
 shows a similar trend. Several new clients have been added by your
 Company and clients that had gone dormant during the slow-down have
 revived their engagements. It is to be understood that though client
 engagement has increased, the business growth with each of these
 clients has been relatively slow. This is largely due to the clients
 coming out of the economic melt-down. Your Company expects much better
 business in the current year as the US economy is showing over 3.5%
 growth. In Europe, Germany is reporting much better growth than its
 peers and your Company expects more outsourcing from Europe in the
 current year.
 
 Your Companys strategy of diversifying, both, geographically and into
 products is now seeing positive effects. Your Company has forged new
 partnerships and alliances. These are largely to take the products and
 technologies to its customers. There has been a signifi cant
 requirement for software development business in India and its
 neighbouring countries and your Company is quite alert to these
 opportunities and has already engaged itself with several domestic
 clients. Among several verticals like fi nancial, utility, transport,
 logistics, telecommunication and industrial automation, your Company is
 now a registered defence contractor with the defence establishment and
 sees this segment as a signifi cant growth vertical.
 
 FINANCE
 
 At an Extra-ordinary General Meeting held on 08th June, 2010, Members
 had approved by means of a special resolution, the proposal to utilize
 a sum of Rs.215 Crores (Rupees Two Hundred & Fifteen Crores only)
 standing to the credit of the Securities Premium Account of the Company
 by allocating and /or earmarking to adjust product development
 expenditure incurred and / or to be incurred, diminution in value of
 investments, if any and loss arising on account of foreign exchange fl
 uctuations. The Hon’ble High Court Judicature at Bombay, vide Order
 dated 13th August, 2010 has sanctioned the aforesaid utilisation of
 Securities Premium Account.
 
 As regards 1% Foreign Currency Convertible Bonds Due 2010 (“FCCBs”) of
 USD 10,000 each, out of 3,450 FCCBs issued in 2005, a total number of
 2570 FCCBs have already been converted into GDRs/equity shares and
 balance 880 numbers of FCCBs remained outstanding as on 31st March,
 2010. No conversion of FCCBs has taken place during the current year.
 However, at the behest of the majority bondholders, the Company has
 initiated the process of re-setting the conversion price of the FCCBs
 as per applicable pricing guidelines and is in the process of seeking
 approval from bondholders and the shareholders.
 
 Further, no stock options were exercised during the year.
 
 DIRECTORATE
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr Nitin Shukla, Dr S S S P Rao
 and Mr Mahesh Naik retire by rotation and are eligible for
 re-appointment. Attention of the members is invited to the relevant
 items in the Notice of the Annual General Meeting.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956, with respect to Directors’ Responsibility Statement, it is hereby
 confi rmed:
 
 i.  that in the preparation of the annual accounts for the year ended
 31st March, 2010, the applicable accounting standards had been followed
 along with proper explanation relating to material departures;
 
 
 ii.  that the directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the Financial Year ended 31st
 March, 2010 and of the profi t of the Company for that period; 
 
 iii.  that the directors had taken proper and suffi cient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other 
 irregularities; 
 
 iv.  that the directors had prepared the annual accounts for the year 
 ended 31st March, 2010, on a going concern basis.
 
 FIXED DEPOSITS
 
 The Company has not accepted any Fixed Deposits from the Public.
 
 SUBSIDIARY COMPANIES
 
 Mihir Properties Pvt Ltd. has earned some rental income and Aftek Sales
 & Services Pvt Ltd has not carried out any business during the year
 under review. Digihome Solutions Pvt Ltd (DSPL) has recorded a turnover
 of 5.81 croes (out of order size of over Rs 40 crores) depending upon
 the stage of completion of various projects, registering an increase of
 about 80% over the last year’s. The deployment of the large order book
 of over Rs. 40 crores is now underway and the Company is expected to
 report a quantum growth in the current year.  DSPL is seeing continous
 growth, the latest being the prestigous Lavasa Hill City development
 where all the luxury villas will carry the Digihome Solutions provided
 by DSPL. Opdex Inc. continues to explore business prospects in Energy
 sector in the USA. Aftek (Mauritius) Ltd has not carried on any
 business activity. As reported earlier, Arexera Information
 Technologies GmbH has gone into liquidation.  Arexera Information
 Technologies AG has not been able to do any business during the year
 under review.
 
 In terms of the approval granted by the Central Government under
 Section 212(8) of the Companies Act, 1956, vide letter bearing number
 47/667/2010 –CL-III dated 30th August, 2010 the copies of the annual
 accounts of the subsidiary companies and the related detailed
 information will be made available to the holding and subsidiary
 companies’ investors seeking such information at any point of time. The
 annual accounts of the subsidiary companies are also kept for
 inspection by any investor in the Company’s Registered and Head Offi ce
 and that of the subsidiary companies concerned. The statement pursuant
 to Section 212 of the Companies Act, 1956 containing details of
 subsidiaries of the Company, forms part of the Annual Report.
 
 AUDITORS
 
 At the ensuing Annual General Meeting, members will be required to
 appoint Auditors for the current year and fi x their remuneration. M/s.
 GMJ & Co., Chartered Accountants, retire at the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment. A
 Certifi cate from the Auditors has been received to the effect that
 their appointment, if made, would be within the limits prescribed under
 Section 224(1B) of the Companies Act, 1956.
 
 AUDITORS REPORT
 
 The Auditors observations in paragraph 5 of their report have been
 explained under Pars B.14, B.16 & B.17 of Notes to Accounts. As regard
 observations made by the Auditors in the para (ix) (a) of the Annexure
 to their report, the non-payment of statutory dues is due to delay in
 the realisation of receivables.
 
 PARTICULARS OF EMPLOYEES
 
 Details of remuneration paid to employees, as required under Section
 217(2A) of the Companies Act, 1956, are set out in a separate statement
 attached hereto as Annexure “A” and the same forms part of this Report.
 
 CONSERVATION OF ENERGY ETC.
 
 Your Company endeavors to ensure conversation of energy. However, as a
 software company, energy costs constitute a small portion of the total
 cost and there is not much scope for energy conservation. Form A as
 prescribed under the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988 is not applicable for software
 industry. The particulars of Technology Absorption are also not
 applicable. The Foreign Exchange Earnings and Outgo are as per Para
 Nos. B 3 (vi) and (v) of the Notes to Accounts.
 
 OTHER DISCLOSURES
 
 The disclosures required to be made under the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999, together with a certifi cate
 obtained from the Statutory Auditors confi rming compliance, is given
 in Annexure B.
 
 Pursuant to Clause 49 of the listing agreement entered into with the
 Stock Exchanges, the Management Discussion and Analysis, Corporate
 Governance Report and Practicing Company Secretary’s Certifi cate confi
 rming compliance form part of the Annual Report.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to place on record their sincere appreciation
 of the continued co-operation, support and assistance given by
 shareholders, customers, vendors, bankers, service providers, suppliers
 and employees at all levels.
 
                                          FOR AND ON BEHALF OF THE BOARD 
                                                            RANJIT DHURU 
                                            CHAIRMAN & MANAGING DIRECTOR 
 PLACE : MUMBAI 
 DATED : August 31, 2010