The Directors are pleased to present their report on the business and
 operations of your company for the financial year ended 31 December
 2012.  
 
 Financial Results                                (Rs. millions)
 
                                Standalone           Consolidated
                                31st December        31st December
                                2012         2011    2012         2011
 
 Revenues                          462        501      1,154      1,504
 
 Total expenditure                 409        394        939      1,098
 
 Finance cost                       33         28        106         98
 
 Depreciation                       34         41        123        129
 
 Operating profit / (loss)         (14)        38        (14)       179
 
 Profit before tax                  16         61         16        181
 
 Less: Taxes                         4          6          4          6
 
 Profit after tax                   12         55         12        175 
 
 Earnings per share (equity 
 shares, par value Rs. 10 each)
 
 Basic (Rs.)                      0.27       1.25        0.26      3.95
 
 Diluted (Rs.)                    0.26       1.22        0.25      3.87
 
 Overview
 
 During the financial year ended 31 December 2012, your company recorded
 consolidated revenues of Rs. 1,154 million as compared to Rs. 1,504
 million in the previous financial year. The consolidated profit was
 Rs.12 million as compared to Rs. 175 million in 2011.
 
 Dividend
 
 Your Directors do not recommend any dividend on equity shares for the
 year under review.
 
 Outlook
 
 A detailed discussion on the performance of your company, industry
 structure, threats, opportunities, risks, future outlook and strategy
 is given separately in the Management Discussion and Analysis (MDA)
 section, which forms a part of this annual report.
 
 Subsidiary Companies
 
 Pursuant to the provisions of Section 212(8) of the Companies Act,
 1956, the Ministry of Corporate Affairs vide its circular dated 8
 February 2011 has granted general exemption from attaching the Balance
 Sheet, Profit and Loss Account and other documents of the subsidiary
 companies with the Balance Sheet of the company, provided such
 companies publish the audited consolidated financial statements in the
 annual report. Accordingly, a statement containing brief financial
 details of your company''s subsidiaries for the financial year ended
 31 December 2012 is included in the annual report. The annual accounts
 of these subsidiaries and the related detailed information will be made
 available to any member of the company / its subsidiaries seeking such
 information at any point of time and are also available for inspection
 by any member of the company / its subsidiaries at the registered
 office of your company. The annual accounts of the said subsidiaries
 will also be available for inspection, as above, at the head office /
 registered office of the respective subsidiary companies. Your company
 shall furnish a copy of the annual accounts of subsidiaries to any
 member on demand.
 
 Corporate Governance
 
 In accordance with Clause 49 of the Listing Agreement with the stock
 exchanges, a separate report on Corporate Governance and Management
 Discussion & Analysis together with a certificate from your company''s
 auditors are provided as 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 company''s operations is not energy intensive. Your
 company believes that it forms part of the duty to save energy and also
 install necessary apparatus which will help conserve energy. Your
 company''s computer terminals, air conditioning systems, lighting and
 utilities are modern technology-enabled to facilitate the optimal use
 of energy and power.
 
 (b) Research and Development (R&D)
 
 Your company is actively engaged in the research and development of
 software. Your company''s management team performs an end-to-end
 function by acting as the sounding board and mentors for the R&D team
 to develop their ideas to facilitate market launch. The teams will
 develop a unique approach and strengthen our positioning through tools,
 frameworks and methodologies to provide value-added services to
 clients.
 
 (c) Technology Absorption
 
 Your company believes that in addition to progressive thought, it is
 imperative to invest in research and development to ascertain future
 exposure and prepare for challenges. In its Endeavour to obtain and
 deliver the best, your company entered into alliances with major global
 players in the industry to harness and tap the latest and the best of
 technology in its field, upgrade itself in line with latest technology
 globally and deploy / absorb technology wherever feasible, relevant and
 appropriate. Your company also attached tremendous importance to
 indigenous development and technology up gradation through its
 extensive Research and Development operations. The benefits derived
 from these processes are phenomenal and improved the quality of your
 company''s world-class services.
 
 (d) Foreign Exchange Earnings and Outgo
 
 The details of foreign exchange earnings and outgo are given in note
 no. 28 & 27 - Notes to financial statements, forming part of the
 Balance Sheet and Profit & Loss Account of your company.
 
 Particulars of Employees
 
 There are no employees falling within the provisions of Section 217(2A)
 of the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975, as amended.
 
 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 qualification by Auditors in their Report
 
 The auditors of your company have mentioned about the delays in
 remittances of statutory dues in their annexure to the auditors report
 at clause 9(a). Your company faced cash flow constraints during the
 year due to loss of one of the major customers in the last quarter of
 2011.  This resulted in delayed statutory payments. However, your
 company has remitted all the statutory payments due as on year end and
 does not have any pending dues on this account. To improve the cash
 flows, your company initiated and implemented several economic measures
 to reduce the gap.
 
 Directors
 
 Mr Anil Kumar Sood and Mr D Sudhakar Reddy, directors of your company,
 retire by rotation at the ensuing Annual General Meeting and being
 eligible, offer themselves for reappointment.
 
 Mr S Ravindra Babu and Mr P Mukunda Reddy resigned during the year.
 Your Board of Directors place on record their appreciation for the
 services rendered by them during their tenure as directors of your
 company.
 
 Human Resources Development
 
 Your company recognises the importance of human resources as it
 represents the backbone of corporate success. Your company believes in
 nurturing human resources. Its focus is to enhance employee
 professional value and create a win-win for both. Your company
 reinforced the best HR practices to recruit and retain talented
 employees. Your company is confident of reaping the best from its
 talent pool and sharing benefits with employees on an equitable basis.
 
 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 have 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 option 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 future years of
 growth.
 
                         For and on behalf of the Board of Directors
 
 Hyderabad               G V Kumar                 D Sudhakar Reddy
 
 23 February 2013        Managing Director       Executive Director