The Directors are pleased to present their report on the business and
 operations of your company for the financial year ended 31 December
 2010.
 
 Financial Results
 
                                                        Rs. million
 
                                      Standalone         Consolidated
 
 for the year ended 31 December      2010     2009    2010       2009
 
 Revenues                             624      887    1679       3030
 
 Total Expenditure                    383      460    1145       2644
 
 Finance Cost                          70      134     151        228
 
 Depreciation                          57      143     143        243
 
 Operating Profit / (Loss)            114      150     240        (85)
 
 Profit / (Loss) before tax            50      (5)     214       (250)
 
 Less: Taxes                           (3)    (29)      (3)       (29)
 
 Profit / (Loss) after tax             53      24      217       (221)
 Earnings per share (equity shares, 
 par value Rs. 10 each)
 
 Basic (Rs.)                           1.20    0.55     4.90      (4.99)
 
 Diluted (Rs.)                         1.20    0.54     4.90      (4.89)
 
 Overview
 
 During the financial year ended 31 December 2010, even as your company
 recorded consolidated revenues of Rs. 1679 million compared to Rs. 3030
 million in the previous financial year, net profit was Rs. 217 million
 compared to a net loss of Rs. 221 million in 2009.  The turnaround was
 achieved partly through the sale of a business, enhanced focus on core
 business areas and a decline in interest outflow.
 
 Dividend
 
 Your Directors do not consider it prudent to recommend any dividend on
 equity shares for the year under review. Conservation of cash at this
 juncture and corresponding reinvestment in the companys business will
 translate into stronger returns over the foreseeable future.
 
 Outlook
 
 A detailed discussion on the performance of the company, industry
 structure, threats, opportunities, risks, future outlook and strategy
 has been provided separately in the Management Discussion and Analysis
 (MDA) section, which forms a part of this Annual Report.
 
 Disposal Of Property at Hyderabad
 
 Your company felt that the surest way of enhancing corporate value
 would be from exiting unsynergic assets and the proceeds from this
 invested either in the companys core business or debt liquidation. In
 this regard, the company obtained the consent of shareholders through a
 postal ballot process for the sale of the land and building (including
 furnishings & fittings) at Hyderabad and land at Vishakhapatnam. The
 result of this ballot was announced on 15 October 2010. In line with
 this consent, the company sold / disposed the Hyderabad property. As
 the said property was acquired through the amalgamation of VisualSoft
 the company, set the loss off to the amalgamation reserve (grouped
 under general reserve) created in terms of the scheme of amalgamation.
 
 Subsidiary Companies
 
 In accordance with the provisions laid down in Section 212 of the
 Companies Act, 1956, your company is required to attach the Directors
 Report, Balance Sheet and Profit and Loss Account of the subsidiary
 companies to its Balance Sheet. As per the requirements under Section
 212(8) of the Companies Act, 1956, your company made necessary
 application to the Central Government, which was conferred the power to
 grant exemption from this requirement.  In this regard, your company
 received approval from the Government of India, Ministry of Corporate
 Affairs, vide their letter no.47/715/ 2010-CL-III dated 9 December
 2010, granting exemption from attaching the audited accounts of the
 subsidiary companies to the Annual Report for the financial year ended
 31 December 2010.  A statement, as directed by the Ministry, furnishing
 particulars of the subsidiary companies, forms part of this Annual
 report.  Audited accounts of all the subsidiary companies are available
 at the registered office of the company for inspection by the members.
 The company will make these documents available upon request by any
 member of the company.
 
 Corporate Governance
 
 In accordance with clause 49 of the Listing Agreement with the Stock
 Exchanges, a separate report on Corporate Governance and Managements
 Discussion & Analysis, together with a certificate from the companys
 Auditors, are provided as a part of this Annual Report.
 
 Disclosure as per the companies (Disclosure of particulars in the
 report of board of directors) Rules, 1988
 
 In terms of Section 217(1)(e) of the Companies Act, 1956, read with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, your Directors furnish the required details
 below:
 
 (a) Conservation of Energy:
 
 The nature of your companys operations is not energy-intensive. Your
 company considers its duty to conserve energy through relevant and
 modern asset investments like computer terminals, air conditioning
 systems, lighting and utilities to optimize energy use.
 
 (b) Research and Development (R&D):
 
 Your company is actively engaged in software research and development.
 The companys management team mentors R&D activity leading to market
 launch. The R&D team focuses on unique approaches that strengthen
 positioning with a blend of tools, frameworks and methodologies leading
 to value-added services.
 
 (c) Technology absorption:
 
 Your company believes that in addition to strategy, it is imperative to
 invest in business- strengthening research and development. In this
 regard, your company entered into alliances / tie-ups with major global
 players to access or deploy cutting-edge technologies wherever
 appropriate. Your company also invested in captive technology
 development through its extensive Research and Development,
 strengthening service quality.
 
 (d) Foreign Exchange Earnings and Outgo:
 
 The details of foreign exchange earnings (Rs. 623 million) and outgo (Rs.
 79 million) are given in note no.10 & 9 of Schedule 17 - Notes to
 Accounts, forming a part of the Balance Sheet and Profit & Loss Account
 of your company.
 
 Particulars of Employees
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors Report. Having regard to the
 provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 registered office of the company.
 
 Fixed Deposits
 
 Your company has not accepted any fixed deposits and as such no amount
 of principal or interest was outstanding as on the date of the Balance
 Sheet.
 
 Explanation to observation by auditors in their report
 
 In respect of the auditors observation on delays in repayment of dues
 to a bank in their annexure to the auditors report at clause 11, your
 directors wish to state that, the companys cash flow constraints
 during the year resulted in delayed repayments to the bank. However,
 the company has no overdue as of date.  Directors
 
 Mr S Ravindra Babu and Mr Anil Kumar Sood, Directors of the company,
 retire by rotation at the ensuing Annual General Meeting and, being
 eligible, offer themselves for re-appointment.
 
 Mr G V Kumar is being reappointed as the Managing Director for a
 further period of five years with effect from 1 April 2011, subject to
 the approval of the members at the ensuing Annual General Meeting.
 
 Mr D Sudhakar Reddy is being reappointed as an Executive Director for a
 further period of five years with effect from 1 April 2011, subject to
 the approval of the members at the ensuing Annual General Meeting.
 
 Human Resources Development
 
 Your company recognised the importance of human resources as a catalyst
 of success. Your company reinforced HR practices to recruit and retain
 talent leading to organisational value.
 
 Auditors
 
 The joint statutory auditors, M/s Srikanth & Shanthi Associates and M/s
 TN Rajendran & Co., Chartered Accountants, retire at the ensuing Annual
 General Meeting and confirmed their eligibility and willingness to
 accept office, if re- appointed.
 
 Directors responsibility statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, it is
 hereby stated that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanations
 relating to material departures;
 
 (ii) 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 as at the end of the financial year and of the profit of
 the company for the year;
 
 (iii) the directors had 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 fraud and other irregularities; and
 
 (iv) the directors had prepared the annual accounts on a going concern
 basis.
 
 Employee Stock Option Schemes
 
 As required by clause 12 of the SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999, the particulars of
 the stock options schemes are furnished as annexure to this report.
 
 Acknowledgements
 
 Your directors place on record their appreciation of the customers,
 bankers, Government of India and of other countries, Registrar and
 Share Transfer Agent, vendors and Technology Partners for the support
 extended. Your directors also wish to place on record their
 appreciation of the contribution made by employees at all levels
 without whom the growth of the company is unattainable. Your directors
 seek and look forward to the same support during the future years of
 growth.
 
                         For and on behalf of the Board of Directors
 
 Hyderabad               GV Kumar                    S Ravindra Babu
 
 28 February 2011       Managing Director                   Chairman