To The Members
 
 The Directors have pleasure in presenting the Seventeenth Annual
 Report together with the Audited Accounts of the Company for the year
 ended 31st March, 2012.
 
 REVIEW OF PERFORMANCE:
 
 Global Operations:
 
 Your Company has recorded a consolidated income (as per Indian GAAP) of
 Rs. 1009.91 Millions for the Financial Year under review and Loss of
 Rs. 69.01 Millions.
 
 Indian Operations:
 
 During the financial year 2011-12 your Company recorded turnover of Rs.
 85.56 Millions and incurred a Net Loss after tax of 4.82 Millions
 compared to Turnover of Rs. 74.56 Millions and Net Loss after tax of
 Rs. 1.29 Million during the previous financial year.
 
 Your Board of Directors are hopeful that the performance of the Company
 will improve in the coming financial years.
 
 DIVIDEND:
 
 Due to losses, no dividend has been recommended by directors for the
 financial year 2011-12.  
 
 PUBLIC DEPOSITS:
 
 Your Company has not accepted any deposits falling under Section 58A of
 the Companies Act, 1956 read with Companies (Acceptance of Deposits)
 Rules 1975 during the year.
 
 DIRECTORS:
 
 During the period under review Mr. Vinod Kumar Sriram and Mr. Dhaduvai
 Venkatram, Directors of the Company have resigned from the office of
 Directorship and Mr. Omar Mohammad was appointed on the Board of the
 Company w. e. f 14.05.2012. The Board recommends his re- appointment.
 
 Further, Mr. C K M Prasad, Director of the Company retires by rotation
 at the ensuing Annual General Meeting and expressed his unwillingness
 for re-appointment.
 
 PARTICULARS OF EMPLOYEES:
 
 There are no employees whose particulars are to be furnished U/s 217
 (2A) of the Companies Act, 1956 read with Companies Act (Particulars of
 employees) Rules 1988, as the remuneration of none of the employees has
 crossed the limits specified therein.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
 of your Company hereby confirm that:
 
 i.  In the preparation of Annual Accounts for the year ended 31st
 March, 2012, the applicable accounting standards have been followed
 except for retirement benefits which is being accounted for on cash
 basis along with the proper explanation relating to material
 departures, if any, there from;
 
 ii.  The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give true and fair view of the state of affairs of
 the Company at the end of the financial year ended 31st March, 2012 and
 of the profit and loss of the Company for that period;
 
 iii. The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act, for safeguarding the assets of the Company and
 for preventing and detecting frauds and other irregularities;
 
 iv.  The Directors have prepared the annual accounts on a going concern
 basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Information in accordance with clause (e) of Sub-section (1) of Section
 217 read with the Companies (Disclosure of particulars in the Report of
 Board of Directors) Rules, 1988 and form part of the Directors Report
 for the period ended 31st March, 2012 is follows:
 
 A.  Conservation of Energy - Your Company is engaged in Software
 Development and IT Enabled Services and hence the details in respect of
 the above are not applicable. However, measures are taken to reduce
 energy consumption wherever possible.
 
 B.  Research & Development - Research and development of new services,
 designs, frameworks, processes and methodologies continue to be of
 importance at your Company.  This allows Company to enhance quality and
 productivity and customer satisfaction through continuous innovation.
 
 C.  Technology Absorption - Not Applicable
 
 D.  Foreign Exchange Earnings & Outgo:  (Rs. in Lakhs)
  
                                   2011-12    2010-11
 
 Foreign Exchange earnings         608.65     804.60
 
 Foreign Exchange outgo                --         --
 
 SUBSIDIARY COMPANIES:
 
 The Audit Committee of the Company reviews the financial statements of
 the subsidiary companies.  The Audit Committee also reviews investment
 made by subsidiary companies, minutes of their Board meetings, and the
 statement of all significant transactions and arrangements entered into
 by the subsidiary companies.
 
 The Company has 2 subsidiaries as on 31st March 2012 (i. e) Cat
 Technology Inc and Cat Technology FZE.
 
 The Consolidated Financial Statements represented by the Company
 includes the Audited Financial Information of its subsidiaries.
 
 As per Section 212 of the Companies Act, 1956, the Company is required
 to attach the Directors'' Report, Balance Sheet and Profit and Loss
 Account of the subsidiaries to the annual report. The Ministry of
 Corporate Affairs, Government of India vide its circular No. 2/2011
 dated 8 February 2011 has provided an exemption to companies from
 complying with Section 212, provided such companies publish the audited
 consolidated financial statements in their annual report. Accordingly,
 the annual report 2011-12 does not contain the financial statements of
 the subsidiaries.  The audited annual accounts and related information
 of the subsidiaries, where applicable, will be made available for
 inspection during business hours at our registered office in Hyderabad,
 India.
 
 AUDITORS:
 
 M/s. Ramu & Ravi, Chartered Accountants, Hyderabad, Statutory Auditors
 of the Company retire at the ensuing Annual General Meeting and
 expressed their unwillingness to be re-appointed.
 
 Further Company is in receipt of letter from M/s Suresh Gupta. Y & Co.
 Chartered Accountants, expressing their willingness to be appointed as
 Statutory Auditors of the Company and further intimating that in the
 event of their appointment as statutory auditors at the ensuing Annual
 General Meeting, such appointment will be in accordance with the limits
 specified in Section 224 (1B) of the Companies Act, 1956.
 
 Board recommends their appointment.
 
 CORPORATE GOVERNANCE:
 
 a) Management Discussion & Analysis Report: Aspects of Management
 Discussion and Analysis is enclosed as Annexure - I to this report.
 
 b) Report on Corporate Governance: A separate report on Corporate
 Governance along with Auditor''s Certificate on its compliance is
 enclosed as Annexure - II to this report.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors have pleasure in recording their appreciation for the
 assistance extended to the Company by various officials of the Central
 and State Governments and Commercial Banks.
 
 Your Directors would also like to place on record their sincere
 appreciation and gratitude to the Shareholders for their support and
 co-operation. Your Directors express their heartfelt gratitude to the
 employees for their exceptional commitment and loyalty to the Company.
 
 BY ORDER OF THE BOARD
 
 For CAT TECHNOLOGIES LIMITED
 
 Place:Hyderabad
 
 Date: 29.08.2012
 
 Sd/-
 
 LAXMI PERSHAD JAISWAL
 
 CHAIRMAN