The Directors have pleasure in presenting to you the Twenty-fifth
 Annual Report together with the audited accounts on the business and
 operations of the Company for the year ended March 31, 2010 by itself
 and its subsidiaries, viz.
 
 1.  Systat Software Inc., USA
 
 2.  Cranes Software UK Ltd., (WOS of Systat Software Inc., USA)
 
 3.  Cranes Software Inc., USA.
 
 4.  Engineering Technology Associates Inc.,USA (WOS of Cranes Software
 Inc., USA) Engineering Technology Associates (Shangai) Inc.,
 
 5.  Dunn Solutions Group Inc., USA (WOS of Cranes Software Inc., USA)
 
 6.  Systat Software GmbH, Germany
 
 7.  Cubeware GmbH (WOS of Systat Software GmbH), including its WOS in
 Austria and Switzerland
 
 8.  Cranes Software International Pte Ltd., Singapore
 
 9.  Tilak Autotech Pvt Ltd., India
 
 10.  Proland Software Pvt Ltd., India
 
 11.  Caravel Info Systems Pvt Ltd., India
 
 12.  Esqube Communciation Solutions Pvt Ltd., India
 
 13.  Systat Software Asia Pacific Ltd., India
 
 14.  Analytix Systems Pvt Ltd.,India
 
 The Audited Accounts for the same period, of the above Subsidiary
 Companies have also been incorporated as per relevant regulations in
 the Consolidated Financial Statements, also being presented.
 
 Financial Performance 
                                                  (Rs. in Million)
  
 Particulars            2009-10      2008-09     2009-10     2008-09
 
                                                    Consolidated
 
 Sales and Operating 
 Revenues                 317        3,769        2,404      5,289
 
 Profit before tax      (2,960)      1,306       (3,096)     1,333
 
 Taxes                  (1,020)       150        (1,054)      118
 
 Profit after tax       (1,941)      1,156       (2,042)     1,215
 
 Business
 
 During the year, your Company, on a standalone basis, achieved a Sales
 and Operating Revenue of Rs. 317million, down from Rs. 3,769 million
 The after tax position was a loss of Rs 1,940 million, on Standalone
 basis
 
 On a consolidated basis, during the year, your Company together with
 its above named subsidiaries, achieved a Sales and Operating Revenue of
 Rs. 2,404 million, again down from Rs. 5,289 million of the previous
 year
 
 Operations
 
 The last year under review had been highly demanding and challenging
 for your Company both business wise and operationally. Given the
 historic global economic turmoil experienced over the last couple of
 years, your Company had to face a fair amount of turmoil in its
 business.
 
 During the year under review, there was considerable turmoil in the
 Company consequent upon severe liquidity crisis. As a result there was
 large scale manpower turnover as well. The liquidity crisis was further
 exacerbated by stances taken by Banks / Financial Institutions, other
 lenders, Service Providers et al. Pursuant to the stances taken by some
 Lenders, it was, as a matter of good order also, decided to pend
 disbursement of dividends declared by the shareholders in the
 Twenty-fourth Annual General Meeting of the Company held on September
 29, 2009.The Board regrets having had to resort to such severe
 measures.
 
 Appropriation
 
 In the absence of distributable profits in the year, the Directors have
 not recommended dividend for the year 2009-10, in order to conserve
 cash.
 
 Subsidiary Companies / Joint Ventures.
 
 In terms of Sec 212(1) of the Companies Act, 1956, the Directors
 Reports, Profit and Loss Accounts and Balance Sheets of each of the
 Subsidiary Companies referred to above, are attached.
 
 In accordance with the Accounting Standard AS-21 on consolidated
 financial statements, your Directors also have pleasure in attaching
 the Consolidated Financial Statements which form a part of the Annual
 Report and Accounts.
 
 There along with the Companys results, we believe, present a full view
 of the state of affairs of the Company.
 
 Deposits
 
 Your Company has not accepted deposits from the public during the
 current year.
 
 Directorate
 
 Ms. Manju Bansal and Mr. Ron Brown retire by rotation in the
 forthcoming Annual General Meeting. Both have expressed their intention
 not to seek re-appointment. and the Board places on record their deep
 appreciation for the services, rendered by them during their tenure on
 the Board.
 
 Conservation of Energy
 
 Even though the operations of your Company are not energy-intensive,
 adequate measures have been taken to reduce energy consumption by using
 efficient equipment. Since it is a software products Company, primarily
 dealing with scientific and engineering software products and product
 related projects, energy cost forms a very small part of total cost and
 its impact on total cost is not material.
 
 Research & Development Activities
 
 The Management of your Company is committed to building a strong R&D
 culture from day one and has set clear R&D goals. In order to achieve
 these goals, the Company has focused on furthering the efficacies of
 R&D activities as well as building synergies among multiple-impact
 technologies.. The statement giving information as required under
 Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules 1988 is enclosed to this report.
 
 Foreign Exchange Earnings and Outgo
 
 Foreign exchange earned (FOB) during 2009-10 is Rs. 136 million and
 foreign exchange outgo is Rs. 186 million during the year .
 
 Employees
 
 The statement giving particulars of employees as per Section 217 (2A)
 of the Companies Act 1956, read with the Companies (Particulars of
 Employees) Rules, 1975 is enclosed.
 
 Directors Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors
 hereby confirm that they have:
 
 i.  Followed the applicable accounting standards in the preparation of
 the annual accounts;
 
 ii. 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 loss of the Company for the year
 under review;
 
 iii. Taken proper and sufficient 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 detecting
 fraud and other irregularities;
 
 iv.  Prepared the accounts for the financial year on a going concern
 basis.
 
 Corporate Governance
 
 A detailed report on Corporate Governance is attached.
 
 The Board members and the Senior Management Personnel have affirmed
 compliance with the Code of Conduct.  Declaration of Confirmation by
 the Managing Director to this effect is annexed hereto.
 
 Auditors
 
 The auditors of the Company, Messrs. S.Janardhan & Associates,
 Chartered Accountants, retire at the ensuing Annual General Meeting and
 are eligible for reappointment.
 
 Acknowledgement
 
 Your Directors wish to place on record their sincere appreciation for
 the assistance and co-operation received from Banks, Financial
 Institutions, Government, Customers, Suppliers, Business Partners and
 Shareholders for the year under review.
 
 Your Directors also wish to place on record their appreciation for the
 Contribution made by employees at all levels of the Company and look
 forward to their continued support.
 
                                       for and on behalf of the Board
 
 Bangalore                 Asif Khader   Mukkaram Jan    Mueed Khader
 
 September 30, 2010    Managing Director  Director        Director