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Directors Report of Cybertech Systems & Software Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twentieth Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2015. This report includes both standalone results of the Company (CyberTech Systems and Software Ltd.) as well as the consolidated results of the Company and its subsidiary CyberTech Systems and Software Inc., USA.

FINANCIAL RESULTS

(Rs, in millions)

Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Gross Revenue 440.00 459.51 669.03 730.83

Profit before Interest & Depreciation 77.45 125.86 55.13 125.48 Interest 5.76 4.76 5.76 4.76

Depreciation 23.00 14.48 30.88 24.64

Profit before Exceptional Items and tax 48.69 106.62 18.49 96.08

Exceptional items (56.19) Nil (56.19) Nil

Profit before tax 104.88 106.62 74.68 96.08

Provision for tax 22.17 19.74 22.17 19.74

Income Tax adjustments from earlier years 1.00 Nil 1.00 Nil

Profit after tax 81.71 86.88 51.51 76.34

Accumulated profit brought forward from previous year 263.57 207.66 158.31 112.94

Provision for Dividend (includes dividend tax of Rs,4.50 million) 32.25 30.97 32.25 30.97

Balance to be carried forward 313.03 263.57 178.07 158.31

DIVIDEND

Your Directors have the pleasure of recommending Dividend @10% (Re.1/-) per Equity Share of Rs.10/- each for the Financial Year ended March 31, 2015, amounting to Rs.32,251,448/- (inclusive of tax of Rs.5,455,105), subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in Register of Members on September 18, 2015 and in respect of shares held in dematerialized form, it will be paid to members whose names that may be furnished by the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as the beneficial owners as on that date.

No amount was transferred to Reserves for the year under review.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY,S AFFAIRS

The Company,s primary focus continues to be delivering offshore development and support services in the Company,s core technology areas. We are happy to inform that during the year the Company has made an efort to develop a product suite that is useful for all Municipalities, requirements. There was a slight reduction in the Offshore and Domestic revenue compared to the previous year. The Company continued to receive income from surplus office premises that earned rental income.

The Company,s performance for the year on standalone basis is as follows:

- Total revenue during the year 2014-15 amounted to Rs.440.00 million as compared to Rs.459.51 million during the previous year. Total revenue is comprised of revenue from operations and other income, as follows:

Revenue from operations for the year ended March 31, 2015 amounted to Rs.396.95 million as against Rs.406.57 million for the previous year. Operating revenue includes both software support and development activities. Revenue is reduced by 2.37% due to marginal reduction in domestic business as well as Offshore business.

- Other Income amounted to Rs.43.05 million as against Rs.52.94 million in the previous year.

CyberTech continues to strive for growth. The Company has grown its GIS Business substantially over the past few years. Many of the Application Maintenance projects are transformed into long term annuity projects. To allow the Company to continue this evolution, the top management of the Company has realigned the organization, established autonomy in a few new business units and streamlined the business model.

The consolidated group continues to focus on delivering services to its identified market segments in its core technology areas. It continues to align its sales and delivery organizations to an offshore centric model as well as sustainable entry in to Domestic GIS market.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company, including its wholly owned US subsidiary are prepared in accordance with Accounting Standard 21 (Consolidation of Accounts) as prescribed by the Institute of Chartered Accountants of India and in compliance with the terms of the listing agreement with the Stock Exchanges. Together, these comprise part of the Annual Report and Accounts. The summarized consolidated results are given alongside the financial results of your Company.

WHOLLY OWNED SUBSIDIARY IN USA

The Company owns 100% interest in CyberTech Systems and Software Inc., USA (CSSI) which was formed on June 12, 2003 in the State of Delaware in the United States of America, whose results are consolidated herein.

During the year, CyberTech Systems and Software, Inc. (USA) reported an operating loss of Rs.22.32 million before interest and depreciation on total revenue of Rs.565.42million The net loss of the subsidiary for F.Y. 2014-15 aggregated toRs.30.19 million.

The Company is taking steps to increase the revenue of CyberTech Systems and Software, Inc. (USA) and the Board is of the opinion that it will be able to wipe of the accumulated losses of CyberTech Systems and Software, Inc. (USA) gradually.

The Statement in form AOC-1 containing salient features of the financial statements of Company,s Subsidiary is attached to the Board,s Report as Annexure 1.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

During the year GeoCivic® Property Tax Management solution was considered for development, stabilization and product maturity. This decision is based on the initial market study and ongoing mission mode projects of Government of India like Smart cities and Amrut (formerly known as JNNURM) and exposure to the domain area. GeoCivic® is under implementation with some of the Municipal Corporations and GeoCivic® specifications are part of many tenders footing across many municipal corporations . The development and evolution of GeoCivic® is almost in last stages and based on the initial demonstrations, many Municipal corporations have shown interest in implementation of this application to leverage their geographic intelligence and to optimize civic planning and development. Considering the amount of interest shown by these Local Civic Bodies, your Company expects to grow its business in this area considerably in the next few years.

On March 5, 2014, CyberTech,s India Business Unit, announced the launch of 'CyberTech Risk Center, that ofers advanced Risk Visibility

Solutions dedicated to the Indian Public and Corporate sector. The risk center has been formed under an MOU between CyberTech and NC4 - the world leader in risk management and situational awareness solutions. CyberTech Risk Center provides Indian organizations with geo-coded information on incidents that are likely to impact them, in near-real time, thus helping Indian organizations ensure business continuity, while safeguarding their employees and physical assets.

Risk Centre business has already seized first customer in India which is the IT Giant namely Infosys. There are many more customers in the pipelines. Also India Risk centre feed are used by several customers in U.S.A. which has started generating recurring revenue for the Company.

AWARDS AND RECOGNITIONS

Awards

CyberTech received the "Skoch Order of Merit" in the 37th Skoch Summit on "Minimum Government, Maximum Governance" held at the India Habitat Centre, New Delhi on 19-20th September 2014. CyberTech has received this prestigious recognition as "India,s best governance projects 2014" for the excellent project conceptualized and delivered for the city of Bangalore. The project has been awarded this appreciation in two categories: 'Smart Governance, & 'Advanced Technology,.

The Skoch Digital Inclusion awards is a highly renowned and prestigious platform instituting India,s highest independent civilian honors in the field of Governance, Finance, Technology, Economics, and the Social Sector. CyberTech,s selection has come after a farce competition among more than 1000 entries from across the country, including leading national and international IT and technology companies. CyberTech,s selection for this 'Order of Merit, speaks volumes for the customer acceptance and quality of its GeoCivic® solution. It is a refection of the success that CyberTech has had at building market-driven solutions on leading ESRI technologies.

This achievement will not only help in creating a stronger GeoCivic® brand, but will also create better opportunities for CyberTech to reach out to its target market and deliver better value to its customers.

Recognition CMMI Recognition

CyberTech has been assessed for CMMI for Software Development and has been successfully appraised for Level 3.

CMMI is an Internationally recognized and accepted model by IT industry for the software development. It assures process oriented approach for delivering Quality Product and timeliness in delivery. Through CMMI, CyberTech now has detailed processes to guide the product lifecycle from its conception to final delivery. CMMI Institute, USA, has now officially published on its website about CyberTech achieving this prestigious status of CMMI Level 3.

EXPANSION ACTIVITIES

During the year under review, the Company received Occupancy Certificate from the Thane Municipal Corporation for the construction of the 4th four, which has expanded an additional capacity of 35,000 sq.ft. and can accommodate around 250 IT professionals.

SHARE CAPITAL

The paid up share capital of the company as on March 31, 2015 was Rs,267,963,430. During the year under review, the Company has issued 325,000 equity shares under Employee Stock Option Scheme.

FIXED DEPOSITS

The Company has not accepted any public deposit and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2, is appended as Annexure 2 to the Board,s Report. Further, in terms of the requirement under AS-18, the detail of the Transactions with the Related Parties are provided under Note No. 26 of the Audited Financial Statements for the Financial Year ended March 31, 2015. The Directors further report that there are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential confect with the interest of the Company at large. All related party transactions that were entered into during the financial year were made on an arm,s length basis and were in the ordinary course of business. The policy on Related Party Transactions as approved by the Board is uploaded on the Company,s website: www.cybertech.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loan, guarantee, investment to any person, other than its wholly owned subsidiary. The detail or given in the Notes to Financial Statement.

RISK MANAGEMENT POLICY

Pursuant to the requirements of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company,s internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations, if any, and follow up actions thereon, are reported to the Audit Committee.

The policy on Risk Management as approved by the Board is uploaded on the Company,s website www.cybertech.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-3 and are forming part of this Report.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-Executive Directors Ratio to median remuneration

Mr. Viswanath Tadimety 0.47

Mr. Steven Jeske 0.21

Ms. Amogha Tadimety 0.05

Mr. M. P. Bharucha 0.85

Mr. Sudhir Joshi 1.17

Dr. N.L. Sarda 1.17

Mr. Prakash Kenjale 0.52 Dr. Shreepad Karmalkar 0.36

Executive Director

Mr. Ramasubramanian Sankaran 8.10

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary % increase in remuneration in the financial year

Directors Chief Financial Officer % Increse in remuneration in and company secretary the financial year

Mr. Viswanath Tadimety -Chairman 200.00

Mr. Steven Jeske- Director 33.33

Ms. Amogha Tadimety-Director -

Mr. M. P. Bharucha-Director 725.00

Mr. Sudhir Joshi-Director 28.57

Dr. N.L. Sarda-Director 50.00

Mr. Prakash Kenjale-Director 42.86

Dr. Shreepad Karmalkar - Director -12.50

Mr. Ramasubramanian Sankaran - Executive Director and CFO 13.15

Mr. Sateesh Wadagbalkar-Company Secretary 10.46

C. The percentage increase in the median remuneration of employees in financial year: 22%

d. The number of permanent employees on the rolls of company: 428

e. The explanation on the relationship between average increase in remuneration and Company performance

On an average, employees received an annual increase of 15% in India. The individual increments varied from 8% to 15%, based on individual performance. The increase in remuneration is in line with the market trends . In order to ensure that remuneration effects Company performance, the performance pay is also linked to organization performance, apart from an individual,s performance.

f. Comparison of the remuneration of the key managerial personnel against the

( Rs, Million) performance of the Company

Aggregate remuneration of key managerial personnel (KMP) in FY15 5.92

Revenue 396.95

Remuneration of KMPs (as % of revenue) 1%

Profit before Tax (PBT) 104.88

Remuneration of KMP (as % of PBT) 5.64%

g. Variations in the market capitalization of the Company, price earnings ratio as at Rs,Rs, the closing date of the current financial year and previous financial year

Particulars 31-Mar-15 31-Mar-14 % change

Market capitalization 747,617,970 627,370,829 19.17

Price Earnings Ratio 9.09 7.23 25.77 h. Percentage increase over decrease in market quotations of shares of the company in comparison to the rate at which the Company came out with the last public offer. Not applicable.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 15%. However, during the course of the year, the total increase is approximately 15%, after accounting for promotions and other event based compensation revisions. Increase in the managerial remuneration for the year was 11%.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Ramasubramanian Shankaran Sateesh Wadagbalkar Executive Director & CFO GM & Company Secretary ( Rs, Million) ( Rs, Million)

Remuneration in FY15 3 1

Revenue (Rs,) 397 397

Remuneration (as % of revenue) 0.79% 0.24%

Profit before Tax (PBT) 105 105

Remuneration (as % of PBT) 2.98% 0.90%

k. The key parameters for any variable component of remuneration availed by the directors:

The members have, at the AGM of the Company on September 30, 2014 approved payment of commission to the non-executive directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the board of directors and distributed amongst the non-executive directors based on their attendance and contribution at the board and certain committee meetings, as well as the time spent on operational matters other than at meetings.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

Name of the Employee Ratio

Mr. Anirban Biswas 1.05

Mr. Vishal Bargat 1.13

Mr. Armadas Bhore 1.48

m. Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company farms remuneration is as per the remuneration policy of the Company.

n. There were no employees in receipt of remuneration during the year requiring disclosure under section 197(2) read with Rule 5 ( 2 ) of the companies Appointment and remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, a policy for prevention of sexual harassment has been rolled out and Internal Complaints Committee as per legal guidelines has been set up. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines.

During the year 2014-15, no complaints were received regarding Sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, appearing in this Annual Report, review the operations of the Company in more detail and forms part of this Report.

CORPORATE GOVERNANCE

As per the Listing Agreement with the Stock Exchange(s), the Company has complied with the requirements of the Corporate Governance provisions of the Listing Agreement. A report on Corporate Governance is attached to this report.

DIRECTORS

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Prakash Kenjale, Mr. Sudhir Joshi, Dr. Shreepad Karmalkar Dr. N.L. Sarda were appointed as Independent Directors on the Board of Directors of your Company at the 19th AGM held on September 30 , 2014 to hold office up to five (5) consecutive years up to September 29, 2019.

Ms. Amogha Tadimety was appointed as a Woman Director retiring by rotation at the 19th Annual General Meeting held on September 30, 2014 to comply with provision of Section 149 of the Companies Act, 2013 read with Rule 3 of Companies (Appointment and Qualification of directors) Rules, 2014.

The Board at its meeting held on March 30, 2015 appointed Mr. A.V. Rajwade as an Additional Director of the Company, who holds office up to the date of the ensuing Annual General Meeting. The Nomination and Remuneration Committee has recommended his appointment as an Independent Director of the Company for period of five years.

Mr. M.P. Bharucha, the solicitor of the Company, was appointed as a Director liable to retire by rotation. As the total payment made by the Company to his form M/s. Bharucha and Partners is less than 10% of the gross turnover of his form during last three years, the Board of Directors appointed him as an Independent Director for a period of 5 years ending on September 30, 2019.

Mr. Steven Jeske, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

On the recommendation of the Nomination & Remuneration Committee, Mr. Ramasubramanian Sankaran was reappointed as the Executive Director with effect from 4th August, 2015 for a period of three years subject to the approval of shareholders in ensuing Annual General Meeting.

The brief resume of the Directors seeking appointment or re-appointment and other related information has been detailed in the Notice convening 20th Annual General Meeting.

Necessary resolution seeking the approval of the members for appointment / re-appointment of above Directors have been proposed in the Notice convening the ensuing Annual General Meeting.

Your Directors recommend their appointments .

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every new independent director of the board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the Chairman makes presentation to the inductees about the company,s strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources , technology, quality, facilities.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlying his role,

functions, duties and responsibilities as an independent director. The format of the letter of appointment is available on the website of the Company, www.cybertech.com.

COMMITTEES OF THE BOARD

Currently, the Board has five committees: the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Executive Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and the Rules, are as follows:-

Name of the Committee Composition of the Committee Highlights of duties, responsibilities and the activities

Audit Committee Mr. Sudhir Joshi, Dr. N.L. Sarda, All recommendations made by the Audit

Dr. Shreepad Karmalkar and Committee were accepted by Board.

Mr. Anant V. Rajwade

The company has adopted Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the company,s Code of conduct and ethics. The Vigil Mechanism Policy has also been placed on the website of the Company www.cybertech.com.

In accordance with the requirements of the Listing Agreement, the company has formulated policies on related party transactions . This policy is available on the website of the company.

Nomination and Remuneration Committee Mr. Sudhir Joshi, Dr. N.L. Sarda, The committee oversees and administers

Dr. Shreepad Karmalkar and executive compensation, operating under

Mr. Viswanath Tadimety a written charter adopted by the Board of

Directors.

The Committee reviews , the compensation of Executive Director, and Senior Executives to align both short term and long term compensation with business objectives and to link compensation with the achievement of measurable goals.

The Nomination and Remuneration Committee has framed the nomination and remuneration policy. A copy of the policy is available on the Website of the Company www.cybertech.com.

Corporate Social Responsibility Committee Mr. Sudhir Joshi , Dr. N.L. Sarda, The Board has laid out the company,s policy

Mr. Viswanath Tadimety and on Corporate Social Responsibility.

Mr. Ramasubramanian Sankaran

During the year the company has not spent any amount on corporate Social Responsibility due to reduction in profit on Consolidation basis and to conserve cash.

The CSR Policy is available on the website of the Company www.cybertech.com.

Stakeholders, Relationship Committee Mr. Anant V. Rajwade, The Committee reviews and ensures

Mr. Sudhir Joshi and redressal of investors grievances.

Mr. Ramasubramanian Sankaran

The Committee noted that all the grievances of the investors have been resolved during the year.

Executive Committee Mr. Viswanath Tadimety Budgets,Financials and other administrative

Mr. Anant V. Rajwade matters.

Mr. Sudhir Joshi Mr. Ramasubramanian Sankaran

DIRECTORS, RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) AND SECTION 134 (5) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act,) read with Rule 7 of the Companies (Accounts) Rules, 2014 , the provision of the Act ( to the extent notified) and guidelines issued by Securities and Exchange Board of India (SEBI). There are no material departures from the prescribed accounting standards in adoption of these standards.

The Directors, confirm that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the Companies Act, 2013 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;

v) The Directors have laid down internal financial controls, which are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by clause 49 of the Listing agreement, the auditors, certificate on corporate governance is enclosed as to the Board,s report.

AUDITORS

At the 19th Annual General Meeting held on September 30, 2014 M/s. Lodha & Co. (ICAI Firm Registration No. 301051E), Chartered Accountants (CAs), Mumbai were appointed as the statutory auditors of the Company to hold office up to the conclusion of Twenty Second Annual General Meeting to be held in the year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for the ratification at every annual general meeting. Accordingly appointment of M/s. Lodha & Co., Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that their appointment is in accordance with the provisions of section 141 of the Companies Act, 2013.

AUDITORS, REPORT

There are no adverse remark or disclaimer, qualification or reservation in the Auditors, Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. Anantha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure -3" to this Report.

Necessary explanation to the observations made in the Secretarial Audit Report is as given below:

a) Non-Filing of E-Form-MGT10 i.e., Return to be fled with Ministry of Corporate Affairs, whenever there is an increase or decrease of two percent or more in the shareholding of the Promoters and top ten shareholders within 15 days of such change by the Company:

Reply: The Company is required to flea e-form MGT-10, in case of any change of increase / decrease of 2% or more in the shareholding of the Promoters and the top ten shareholders, and the 2% or more is calculated on the paid-up share capital of the Company.

During the year the change (increase) in the shareholding of the promoters is less than 2% of the paid-up share capital and the change, if any, in the shareholding of the top ten shareholders 2% or more of the paid-up share capital of the Company, have been fled.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company,s operation in future.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3)(a) read with section 134(3)(a) of the Companies Act,2013, an Extract of the Annual Return in the prescribed format is attached as Annexure 4 to the Board,s Report.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of business , including adherence to the company,s policies, safeguarding of its assets, prevention and detection of frauds and errors , the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

There were no employees in receipt of remuneration during the year requiring disclosure under section 197(12) of the Companies Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules , 2014 are given in Annexure 5.

EMPLOYEES STOCK OPTION PLAN

The position of ESOPs granted and exercised during the year is as under:

Number of options granted: 200,000

Pricing formula: Not Applicable

Options vested: A total of 256,250 options vested during the year.

Options exercised and number of shares arising out of 325,000 such exercise:

Options lapsed: During the year 50,000 options lapsed out of options granted.

Variations in terms of options: There was no variation in the terms of options.

Money realized on exercise of options: Nil

Total Number of options in force: Total number of 1,025,000 options were in force as on 31.3.2015

ESOPs granted to senior managerial personnel: For the year ended 31.3.2015, the Company granted 325,000 options to Senior Managerial Personnel.

Further for the year ended 31.3.2015, the Company did not grant more than 1% of the issued capital of the Company to any one person as of the date of grant.

Method of Accounting

The Company has elected to use the intrinsic value method to account for the compensation cost of stock options to employees of the Company. Intrinsic value is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exercise price of the option.

Summary of the options outstanding under the Employees Stock Option Plan(ESOP):

As at March 31, 2015 As at March 31, 2014

Options Weighted Average Options Weighted Average Exercise Price (Rs,) Exercise Price (Rs,)

Options outstanding at beginning of the year 1,200,000 15.75 1,517,500 15.57

Granted during the year 200,000 44.30 375,000 11.34

Exercised during the year 325, 000 17.29 0 0

Forfeited/lapsed during the year 50,000 17.95 692,500 12.95 Options outstanding at end of year 1,025,000 20.73 1,200,000 15.75

Vested options pending exercise 550,000 16.86 668,750 17.77

The following summarizes information about stock options outstanding:

As at March 31, 2015

Range of Exercise Number of Shares Price arising out of Weighted average options remaining Weighted life (years) average Exercise Price (Rs,)

Rs,10 to Rs,15 350,000 6 11.34

Rs,15 to Rs,45 675,000 5 25.60



As at March 31, 2014

Range of Exercise Number of Shares price arising out of Weighted average options life remaining Weighted average Exercise Price (Years) (Rs,)

Rs,10 to Rs,15 375,000 6 11.34

Rs,15 to Rs,23 825,500 5 17.76

Fair Value methodology for the option:

The fair value of options used to compute net income and earnings per equity share have been estimated on the dates of each grant within the range of Rs,10 to Rs,45 using the Black-Schools pricing model. The Company estimated the volatility based on the historical share prices. The various assumptions considered in the pricing model for the options granted under ESOP are:

As at March 31, 2015 As at March 31, 2014

Dividend yield 0-10% 0-10%

Expected volatility 10%-20% 10%-20%

Risk-free interest rate 6.46% - 6.65% 6.46% - 6.65%

Expected life of option 0 – 7 yrs 0 – 7 yrs

Impact of Fair value method on Net Profit and EPS

Had the compensation cost for the Company,s Stock Option Plan outstanding been determined based on the fair value approach, the Company,s net profit income and earnings per share would have been, as indicated below:

As at March 31, 2015 Rs, As at March 31, 2014 Rs,

Profit attributable to Equity Shareholders 81,711,516 86,884,875

Less: Stock-based compensation expense determined under 4,428,463 177,868

fair value based method

Net Profit 77,283,053 86,707,007

Basic and diluted earnings per share (as reported) 2.90 3.27

Basic and diluted earnings per share (under fair value method) 2.85 3.27

Section 134(3) (l)

There have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report.

For and on behalf of the Board of Directors



Viswanath Tadimety

Chairman

DIN : (00008106)

Place : Trevose, PA, USA

Date : August 13, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2014. This report includes both standalone results for the Company (CyberTech Systems and Software Ltd.) as well as consolidated results for the Company and its subsidiary Cybertech Systems and Software Inc in the USA.

FINANCIAL RESULTS

(Rs. in million) Standalone Consolidated 2013-14 2012-13 2013-14 2012-13

Gross Revenue 459.51 447.93 730.83 752.14

Profit before Interest & Depreciation 125.86 178.79 125.48 164.36

Interest 4.76 0.69 4.76 0.69

Depreciation 14.48 16.19 24.64 25.52

Profit/(Loss) before tax 106.62 161.91 96.08 138.15

Provision for tax 19.74 50.07 19.74 50.07

Profit/(Loss) after tax 86.88 111.84 76.34 88.08

Accumulated profit b/f from previous year 207.66 126.79 112.94 55.83

Provision for Dividend (includes dividend tax of Rs. 4.50 million) 30.97 30.97 30.97 30.97

Balance to be carried forward 263.57 207.66 158.31 112.93

DIVIDEND

Your Directors have the pleasure of recommending Dividend at Rupee 1 per Equity share for the year under review.

REVIEW OF THE COMPANY''S STAND ALONE PERFORMANCE

The Company''s primary focus continues to be delivering offshore development and support services in the Company''s core technology areas. We are happy to inform that during the year the Company has made an effort to develop a product suite that is useful for all Municipalities requirements. There was a steady growth in the Offshore and Domestic revenue compared to last year. The Company continued to receive income from surplus office premises that earn rental income.

The Company''s performance for the year on standalone basis is as follows:

* Total revenue during the year 2013-14 amounted to Rs. 459.51 million as compared to Rs. 447.93 million during the previous year. Total revenue is comprised of revenue from operations and other income, as follows.

* Revenue from operations for the year ended March 31, 2014 amounted to Rs. 406.57 million as against Rs. 340.11 million for the previous year. Operating revenue includes both software support and development activities. Revenue is increased by 19.54% due to increase in domestic business in India as well as Offshore business.

* Other Income amounted to Rs. 52.94 million as against Rs. 107.82 million.

CyberTech continues to be on growth path. The Company has grown its GIS and India Business substantially over the past few years. Many of the Application Maintenance projects are transformed into long term annuity projects. To allow the Company to continue this evolution, the top management of the Company has realigned the organization, established autonomy in a few new business units and streamlined the business model.

The consolidated group continues to focus on delivering services to its identified market segments in its core technology areas. It continues to align its sales and delivery organizations to an offshore centric model as well as big foray in to Domestic GIS market.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company, including its wholly owned US subsidiary are prepared in accordance with Accounting Standard 21 (Consolidation of Accounts) as prescribed by the Institute of Chartered Accountants of India and in compliance with the terms of the listing agreement with the Stock Exchanges. Together, these comprise part of the Annual Report and Accounts. The summarized consolidated results are given alongside the financial results of your Company and are discussed in the accompanying Management Discussion and Analysis of Consolidated Results.

WHOLLY OWNED SUBSIDIARY IN USA

The Company owns 100% interest in CyberTech Systems and Software Inc., USA (CSSI) which was formed on June 12, 2003 in the State of Delaware in the United States of America, whose results are consolidated herein.

CyberTech Systems and Software, Inc. (USA) reported an operating loss of Rs. 0.38 million before interest, depreciation and tax on revenue of Rs. 612.58 million. The net loss after tax aggregated to Rs. 0.17 million.

The Company is taking steps to increase the revenue of CyberTech Systems and Software, Inc. (USA) and the management is of the opinion that it will be able to wipe off the accumulated losses of CyberTech Systems and Software, Inc. (USA) gradually.

SUBSIDIARY IN THE MIDDLE EAST

The Company is holding 55% interest in CyberTech Middle East W.L.L. (also known as "CME"), its joint venture company in Bahrain formed in August 2008 but due to the business differences between the Local Partners of CyberTech Middle East W.L.L., Bahrain (''CME'') and the Company, it had filed a suit against its Local Partners in the Country of Bahrain and hence CME is non operational.

An arbitrator was appointed by London Court of International Arbitation. As per award subsequent to the year end, the Company has received US $ 9.68 lacs pursuant to the arbitration settlement with the Local Partners of Bahrain subsidiary. As per the award terms, the Company inter alia is also to transfer it''s holding to the Local Partners, once legal and other statutory formalities in respect of which are in the process of being complied with. Consideration in respect of transfer as also the aforesaid amount will be accounted for as and when necessary formalities are complied.

However, to comply with the Indian Laws, the Company appointed M/s. Hemant Mahajan and Associates, Chartered Accountants of Thane as Auditor to audit the accounts of CyberTech Middle East W.L.L., Bahrain for the Financial Year 2013-14.

SUBSIDIARY COMPANIES'' ACCOUNTS

The statement required pursuant to section 212 of the Companies Act, 1956, containing details of the subsidiaries, CSSI and CME is attached hereto.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

The Company has been exploring new areas which have the potential growth to Company''s business. The development and evolution of GeoCivic ® is still underway and based on the initial demonstrations many Municipal Offices have shown interest in implementation of this application to leverage their geographic intelligence and to optimize civic planning and development. Considering the amount of interest shown by these Local Civic Bodies, your Company expects to grow considerably in the next few years.

On March 5, 2014, CyberTech''s India Business Unit, announced the launch of ''CyberTech Risk Center'' that offers advanced Risk Visibility Solutions dedicated to the Indian Public and Corporate sector. The risk center has been formed under an MOU between CyberTech and NC4 - the world leader in risk management and situational awareness solutions. CyberTech Risk Center provides Indian organizations with geo-coded information on incidents that are likely to impact them, in near-real time, thus helping Indian organizations ensure business continuity, while safeguarding their employees and physical assets. The launch, held at the Grand Hyatt, Mumbai, was a success with the presence of many senior Security professionals from leading organizations across the country. The event marked the beginning of CyberTech''s journey in the Indian Corporate Security and Risk Management sector.

EXPANSION ACTIVITIES

The Company has completed the construction of their additional capacity of 25,000 sq.ft. which can accommodate around 250 IT professionals. However, the Company is yet to use this floor pending receipt of Occupancy Certificate for which the formalities have been initiated.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

GENERAL

The Management Discussion and Analysis Report reviews the operations of the Company in more detail and forms a part of this Annual Report.

CORPORATE GOVERNANCE

As per the Listing Agreement with the Stock Exchange(s), the Company has complied with the requirements of the Corporate Governance provisions of the Listing Agreement. A report on Corporate Governance is attached to this report.

DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Prakash Kenjale, Mr. Sudhir Joshi, Dr. Shreepad Karmalkar and Dr. N.L. Sarda as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. Pursuant to the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office for a period of five years in the forthcoming Annual General Meeting (AGM) of the Company.

In accordance with the provisions of the Companies Act, 2013, Mr. Viswanath Tadimety non executive Chairman of the Company retires by rotation at the ensuing Annual General Meeting but being eligible offers himself for reappointment.

Proviso to sub clause 1 of Section 149 of the Companies Act, 2013 read with Rule 3 of Companies (Appointment and Qualification of directors) Rules, 2014 makes it mandatory to Listed Companies to have at least one woman director on the Board of Directors of the Company.

The Board of Directors at its meeting held on August 6, 2014 approved the proposal to appoint Ms. Amogha Tadimety as woman director retiring by rotation subject to the approval of members in the Nineteenth Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (1) (c) and Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibilities Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards were followed and proper explanation relating to material departures given.

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 at the end of the financial year and of the profit of the Company for that period.

iii) the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

AUDITORS

M/s. Lodha & Co. (ICAI Firm Registration No. 301051E), Chartered Accountants (CAs), Mumbai was appointed as the statutory auditors of the Company for financial year 2013-14 at the Eighteenth Annual General Meeting (AGM) of the Company held on September 30, 2013 and it will be retiring at the ensuing Annual General Meeting.

M/s. Lodha & Co. has been the Auditor of the Company since 2001 and have completed a term of 14 years. Prior to this, M/s. PRICE WATERHOUSE was the Auditor of the Company from the financial year 1997-98 till financial year JUNE 2001. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

M/s Lodha & Co. has offered itself for re-appointment for a period of three years. The Company has received a certificate dated June 21, 2014 from Lodha & Co. stating that if it is re-appointed, its appointment will be within the limits prescribed under Section 141 of the Companies Act, 2013 and that their firm is not disqualified in terms of the provisions of section 139(1) of the Act to be appointed as auditor of the Company. M/s. Lodha & Co. has also confirmed that it is having the Peer Review Certificate issued by the Institute of Chartered Accountants of India as required by the Listing Agreement with the Stock Exchanges.

The comments made by the Auditor in its report are self-explanatory and do not call for further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

There were no employees in receipt of remuneration during the year requiring disclosure under section 217 (2A) of the Companies Act, 1956. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to 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 are set out in the Annexure to this Report.

Method of Accounting

The Company has elected to use the intrinsic value method to account for the compensation cost of stock options to employees of the Company, Intrinsic value is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exercise price of the option Summary of the options outstanding under the Employees Stock Option Plan(ESOP):

As at March 31, 2014 Options Weighted Average Exercise Price (Rs. )

Options outstanding at beginning of the year 1,517,500 15.57

Granted during the year 375,000 11.34

Exercised during the year 0 0

Forfeited/lapsed during the year 692,500 12.95

Options outstanding at end of year 1,200,000 15.75

Vested options pending exercise 668,750 17.77

As at March 31, 2013 Options Weighted Average Exercise Price (Rs. )

Options outstanding at beginning of the year 1,697,500 15.88

Granted during the year 0 0

Exercised during the year 0 0

Forfeited/lapsed during the year 180,000 16.62

Options outstanding at end of year 1,517,500 15.57

Vested options pending exercise 1,030,000 15.29

The following summarizes information about stock options outstanding: As at March 31, 2014

Range of Exercise Number of Shares Weighted average Weighted average price arising out of remaining life Exercise Price options (Years) (Rs. )

Rs. 10 to Rs. 15 375,000 6 11.34

Rs. 15 to Rs. 23 825,000 5 17.76

As at March 31, 2013

Range of Exercise Number of shares Weighted average Weighted average Price arising out of remaining life Exercise Price options (Years) (Rs. )

Rs. 10 to Rs. 15 600,000 4 12.28

Rs. 15 to Rs. 23 917,500 5 17.71

Fair Value methodology for the option:

The fair value of options used to compute net income and earnings per equity share have been estimated on the dates of each grant within the range of Rs. 7.55 to Rs. 22.90 using the Black-Scholes pricing model. The Company estimated the volatility based on the historical share prices. The various assumptions considered in the pricing model for the options granted under ESOP are:

As at March As at March 31, 2014 31, 2013

Dividend yield 0-10% 0-10%

Expected volatility 10%-20% 10%-20%

Risk-free interest rate 6.46% - 6.65% 6.46% - 6.65%

Expected life of option 0 - 7 yrs 0 - 7 yrs

Impact of Fair value method on Net Profit and EPS

Had the compensation cost for the Company''s Stock Option Plan outstanding been determined based on the fair value approach, the Company''s net profit income and earnings per share would have been, as indicated below:

As at March As at March 31, 2014 31, 2013 Profit attributable to Equity Shareholders 86,884,875 111,841,136

Less: Stock-based compensation expense determined under fair value based 177,868 207,513 method

Net Profit 86,707,007 111,633,623

Basic and diluted earnings per share (as reported) 3.27 4.22

Basic and diluted earnings per share (under fair value method) 3.27 4.22

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere gratitude to the various departments of the Central and State Government, Company''s Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors also record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors Viswanath Tadimety Chairman Place : Thane Date : August 6,2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present the Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2013. This report includes both standalone results for the Company (CyberTech Systems and Software Ltd.) as well as consolidated results for the Company and its wholly owned subsidiary CyberTech Systems and Software Inc in the USA.

FINANCIAL RESULTS

(Rs.in million)

Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Gross Revenue 447.93 312.99 752.14 573.58

Proft before Interest & Depreciation 178.79 86.55 164.36 88.56

Interest 0.69 0.13 0.69 0.13

Depreciation 16.19 15.70 25.52 20.14

Proft/(Loss) before tax 161.91 70.72 138.15 68.29

Provision for tax 50.07 20.08 50.07 20.08

Proft/(Loss) after tax 111.84 50.64 88.08 48.21

Accumulated proft b/f from previous year 126.79 106.92 55.82 38.38

Provision for Dividend (includes dividend tax of Rs. 4.50 million) 30.97 30.77 30.97 30.77

Balance to be carried forward 207.66 126.79 112.93 55.82

DIVIDEND

Your Directors have the pleasure of recommending a dividend of Rs. 1 per Equity share for the year under review.

REVIEW OF THE COMPANY''S STAND ALONE PERFORMANCE

The Company''s primary focus continues to be delivering ofshore development and support services in the Company''s core technology areas. We are happy to inform that during the year the Company has made an efort to develop a product suite that is useful for all Municipalities requirements. This year saw a raise in Ofshore and Domestic revenue compared to last year. During the year company received refunds from Income Tax Department that were contested in the Appellate Authorities by the Income Tax Department. Additionally, the Company continued to receive income from surplus ofce premises as rental income.

The Company''s performance for the year on standalone basis is as follows:

- Total revenue during the year 2012-13 amounted toRs. 447.93 million as compared toRs. 312.99 million during the previous year. Total revenue is comprised of revenue from operations and other income, as follows.

- Revenue from operations for the year ended March 31, 2013 amounted to Rs. 340.11 million as against Rs. 256.79 million for the previous year. Operating revenue includes both software support and development activities. Revenue is increased by 32.45% due to increase in domestic business in India as well as Ofshore business.

- Other Income amounted to Rs. 107.82 million as against Rs. 56.19 million for the priveious year.

- Proft before interest, depreciation and tax amounted to Rs. 178.79 million against Rs. 86.55 million in the previous year. Thus, Proft before interest , depreciation and tax increased by whopping 106.57%

REVIEW OF CONSOLIDATED PERFORMANCE

On a Consolidated basis, the Company reported total revenue ofRs. 752.14 million during the year as compared toRs. 573.58 million during the previous year.

Proft after tax for the year ended March 31, 2013 amounted to Rs. 88.07 million compared to Rs. 48.21 million in the previous year. Consolidated Net proft after Tax increased by 82.67%

CyberTech is on major growth path. The Company has grown its GIS and India Business substantially over the past few quarters. Several of the Application Maintenance projects are transformed into long term annuity projects. To allow the Company to continue this evolution, the top management of the Company has realigned the organization, established autonomy in business units and streamlined the business model.

The consolidated group continues to focus on delivering services to its identifed market segments in its core technology areas. It continues to align its sales and delivery organizations to an ofshore centric model as well as big foray in to Domestic GIS market.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated fnancial statements of the Company, including its wholly owned US subsidiary are prepared in accordance with Accounting Standard 21 (Consolidation of Accounts) as prescribed by the Institute of Chartered Accountants of India and in compliance with the terms of the listing agreement with the Stock Exchanges. Together, these comprise part of the Annual Report and Accounts. The summarized consolidated results are given alongside the fnancial results of your Company and are discussed in the accompanying Management Discussion and Analysis Report.

WHOLLY OWNED SUBSIDIARY IN USA

The Company owns a 100% interest in CyberTech Systems and Software Inc., USA (also known as "CSSI") incorporated on June 12,2003 in the state of Delaware in the United States of America, whose results are consolidated herein.

CyberTech Systems and Software, Inc. (USA) reported an operating loss of Rs. 14.43 million before interest, depreciation and tax on revenue of Rs. 606.92 million. The net loss after tax aggregated to Rs. 24.14 million.

The Company is taking steps to increase the revenue of CyberTech Systems and Software, Inc. (USA) and the management is of the opinion that it will be able to wipe of the accumulated losses of CyberTech Systems and Software, Inc. (USA) gradually.

SUBSIDIARY IN THE MIDDLE EAST

The Company is holding 55% interest in CyberTech Middle East W.L.L. (also known as "CME"), its joint venture company in Bahrain formed in August 2008 but due to the business diferences between the partners of CyberTech Middle East WLL, Bahrain, the Company has fled a suit against its partner in the Country of Bahrain and hence CME is non operational. During the current year the company has fled an arbitration settlement in the London Courts.

However, to comply with the Indian Laws, the Company appointed M/s. Hemant Mahajan and Associates, Chartered Accountants of Thane as Auditor to Audit the Accounts of CyberTech Middle East W.L.L., Bahrain for the Financial Year 2012-13.

SUBSIDIARY COMPANIES'' ACCOUNTS

The statement required pursuant to section 212 of the Companies Act, 1956, containing details of the subsidiaries, CSSI and CME is attached hereto.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

The company has been exploring new areas which have the potential growth to Company''s business and recently has come up with an application catering to various Municipal ofces of Local Government.

CyberTech''s India Business Unit, on Friday, 17th May 2013, announced the launch of GeoCivic™, its GIS-based application suite. GeoCivic™ is a comprehensive suite of GIS applications, designed to help Local Governments, leverage geographic intelligence for optimum civic planning and development.

The launch, held at the Trident, Nariman Point, Mumbai, was a success with the presence of many senior dignitaries from leading Local and State Governments across the country. Highly informative sessions delivered by CyberTech''s leadership and product teams threw light on how Indian Local Governments can leverage GeoCivic™ to drive their mission-critical governance objectives.

The event also boasted of a very impressive list of guest speakers, including some of the very prominent Senior Indian Government Delegates and Global Technology Thought Leaders. The event marked the beginning of CyberTech''s journey in India as a market-driven, IP-centric technology solutions provider. The company believes that this product suite will be major factor for the company''s future business growth.

EXPANSION ACTIVITIES

To augur the business growth the company is increasing the existing building by another foor and this will create additional capacity of around 25000 Sq. ft, the construction of which is expected to be completed by the end of December 2013.

FIXED DEPOSITS

The Company did not accept any fxed deposits during the year within the meaning of Section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

GENERAL

The Management Discussion and Analysis Report reviews the operations of the Company in more detail and forms a part of this Annual Report.

CORPORATE GOVERNANCE

As per the Listing Agreement with the stock exchange(s), the Company has complied with the requirements of the Corporate Governance provisions of the Agreement. A report on Corporate Governance is attached to this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Dr. Shreepad Karmalkar, Mr. Sudhir Joshi and Mr. Rahul Ghosh Directors of the Company retire by rotation at the ensuing Annual General Meeting. Dr. Shreepad Karmalkar and Mr. Sudhir Joshi being eligible, ofer themselves for re-appointment.

Mr. Rahul Ghosh has expressed his inability to ofer himself for re-appointment in view of his other commitments.

The Board accepted the resignation of Dr. Tapan Kumar Mukhopadhyay, as Whole Time Director and Director of the Company w.e.f. August 13, 2013 because of his inability to continue as such due to his certain other preoccupations.

The Directors wish to place on record their appreciation of the services rendered by Mr. Rahul Ghosh and Dr. Tapan Kumar Mukhopadhyay during their tenure as the Directors of the Company.

During the year, Dr. N.L. Sarda was co-opted as an Additional Director with efect from September 28, 2012 who holds the position as such until the conclusion of the ensuing Annual General Meeting unless is reappointed by the members in the Annual General Meeting. Dr. N.L. Sarda has given the consent to act as Director if appointed by the members.

Necessary resolution for appointment of Dr. N.L. Sarda as Director has been included in the Notice convening the ensuing Annual General Meeting.

None of the directors of the Company is disqualifed for being appointed as Director as specifed in Section 274(1) (g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, it is hereby confrmed that:

i) in the preparation of the annual accounts for the fnancial year ended March 31, 2013, the applicable accounting standards were followed and proper explanation relating to material departures given.

ii) the Directors 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 afairs of the Company at the end of the fnancial year and of the proft of the Company for that period.

iii) the Directors took proper and sufcient 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 frauds and other irregularities.

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Lodha & Co., Chartered Accountants, Mumbai, the Statutory Auditors, hold ofce until the conclusion of the ensuing Annual General Meeting and are recommended by the Board for re-appointment. The Company has received a certifcate from the Auditors to the efect that their re-appointment, if made, will be within the limits as stipulated under Section 224(1B) of the Companies Act, 1956. The members are requested to consider appointment of M/s. Lodha & Co. as Statutory Auditors at the ensuing Annual General Meeting.

The comments made by the Auditors in their report are self-explanatory and do not call for further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

There were no employees in receipt of remuneration during the year requiring disclosure under section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to 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 are set out in the Annexure to this Report.

EMPLOYEES STOCK OPTION PLAN

The position of ESOPs granted and exercised during the year is as under.

Number of options granted: Nil

Pricing formula: Not Applicable

Options vested: A total of 361,250 options vested during the year.

Options exercised and number of shares arising out No grantee exercised options during the year. of such exercise:

Options lapsed: During the year 180,000 options lapsed out of options granted.

Variations in terms of options: There was no variation in the terms of options.

Money realized on exercise of options: Nil

Total Number of options in force: Total number of 15,17,500 options were in force as on 31.3.2013.

ESOPs granted to senior managerial personnel: For the year ended 31.3.2013, the Company did not grant any options to

Senior Managerial Personnel.

Further for the year ended 31.3.2013, the Company did not grant more than 1% of the issued capital of the Company to any one person as of the date of grant.

Method of Accounting

The Company has elected to use the intrinsic value method to account for the compensation cost of stock options to employees of the Company, Intrinsic value is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exercise price of the option

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere gratitude to the various departments of the Central and State Government, Company''s Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confdence reposed by them. The Directors also record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors Vish Tadimety Chairman

Place : Trevose. PA

Date : August 13, 2013


Mar 31, 2012

The Directors are pleased to present the Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2012. This report includes both standalone results for the Company (CyberTech Systems and Software Ltd.) as well as consolidated results for the Company and its subsidiary in USA.

FINANCIAL RESULTS

(Rs in million)

Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Gross Revenue 312.99 242.91 573.58 462.68

Profit before Interest & Depreciation 86.55 82.53 88.56 53.37

Interest 0.13 - 0.13 -

Depreciation 15.70 16.29 20.14 20.42

Profit before tax 70.72 66.24 68.29 32.95

Provision for tax 20.08 18.64 20.08 18.64

Income Tax adjustments for earlier year's -credit - - - 0.51

Profit after tax 50.64 47.60 48.21 13.80

Accumulated profit b/f from previous year 106.92 90.19 38.38 55.45

Provision for Dividend (includes dividend tax of Rs. 4.30 million) (30.77) (30.87) (30.77) (30.87)

Balance to be carried forward 126.79 106.92 55.82 38.38

DIVIDEND

Your Directors have the pleasure of recommending a dividend of Rs. 1 per Equity share for the year under review.

REVIEW OF THE COMPANY'S STAND ALONE PERFORMANCE

The Company's primary focus continues to be delivering offshore development and support services in the Company's core technology areas as well as providing geospatial solutions to domestic customers. Additionally, the Company continues to receive income from certain unutilized office premises and income from investments.

The Company's performance for the year on standalone basis is as follows:

- Total revenue during the year 2011-12 amounted to Rs. 312.99 millions as compared to Rs. 242.91 millions during the previous year representing a growth of 28.85%. Total revenue is comprised of revenue from operations and other income, as follows.

- Revenue from operations for the year ended March 31, 2012 amounted to Rs. 256.79 million as against Rs. 168.19 million for the previous year. Revenue increased by 52.68% primarily due to increase in offshore development and support business and also from domestic business in India.

- Other Income amounted to Rs. 56.20 millions as against Rs. 74.72 millions. Other Income is lower on account of the termination or non renewal of contracts by tenants.

- During the year profit after tax amounted to Rs. 50.64 millions as againstRs. 47.60 millions in the previous year representing a growth of 6.39%.

REVIEW OF CONSOLIDATED PERFORMANCE

On a Consolidated basis, the Company reported total revenue of Rs. 573.58 millions during the year as compared to Rs. 462.68 millions during the previous year representing the growth of 23.96%.

Profit after tax for the year ended March 31, 2012 amounted to Rs. 48.21 millions compared to Rs. 13.80 millions in the previous year representing a growth of 249.35%.

CyberTech is on the cusp of major growth. The Company has grown its GIS and India Business substantially over the few quarters. Several of the Application Maintenance projects are transformed into long term annuity projects. To allow the Company to continue this growing strategy, the top management of the Company has realigned the organization, established autonomy in the new business units and streamlined the business model.

The consolidated group continues to focus on delivering services to its identified market segments in its core technology areas. It continues to align its sales and delivery organizations to an offshore centric model.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company, including its wholly owned US subsidiary are prepared in accordance with Accounting Standard 21 (Consolidation of Accounts) as prescribed by the Institute of Chartered Accountants of India and in compliance with the terms of the listing agreement with the Stock Exchanges. Together, these comprise part of the Annual Report and Accounts. The summarized consolidated results are given alongside the financial results of your Company and are discussed in the accompanying Management Discussion and Analysis of Consolidated Results.

WHOLLY OWNED SUBSIDIARY IN USA

The Company owns a 100% interest in CyberTech Systems & Software incorporated on June 12, 2003 in the state of Delaware in the United States of America, whose results are consolidated herein.

CyberTech Systems & Software, Inc. (USA) reported an operating loss of Rs. 3.36 millions before interest, depreciation and tax on revenue of Rs. 493.92 millions. The net loss after tax aggregated to Rs. 7.80 millions compared to a net loss of Rs.34.52 millions in the previous year.

In spite of economic recession in U.S.A., the Company is taking steps to increase the revenue of CyberTech Systems & Software, Inc. (USA) and the management is of the opinion that it will be able to wipe of the accumulated losses of CyberTech Systems & Software, Inc. (USA) in future.

SUBSIDIARY IN THE MIDDLE EAST

The Company is holding 55% interest in CyberTech Middle East W.L.L. (CME), its joint venture company in Bahrain formed in August 2008. There were differences between partners of CME. As the registered Director in Bahrain, the partner in the country of Bahrain is responsible for the operations of the subsidiary but the said partner has not provided any financial information for last two years. Hence, the Company is unable to consolidate the accounts of CME. The Company has fled a suit against the said partner with the authorities in the Kingdom of Bahrain in order to gain custodianship of CME among the various other issues. The investment made by the Company in CME has been fully provided for during the current year.

However, to comply with the Indian Laws, the Board felt that the Company should prepare the financials of CME based on the best estimates. Hence, the Company appointed M/s. Hemant Mahajan and Associates, Chartered Accountants as Auditors to Audit the Accounts of CyberTech Middle East W.L.L., Bahrain for the F.Y. 2010-11 and 2011-12.

SUBSIDIARY COMPANIES' ACCOUNTS

The statement required pursuant to section 212 of the Companies Act, 1956, containing details of the subsidiary, CyberTech Systems & Software Inc, USA is attached hereto.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

The Company continues to focus on both Enterprise and Public Sector Clients in the area of SAP, GIS Technologies and Custom Technology applications. It maintains strong relationships and alliances with its partners such as SAP, CISCO and ESRI which will continue to lead to business and revenue growth and improve profitability with a continued focus on offshore revenue. Even though the market place in USA may recover slowly, the strong alliances are expected to help the Company to attain Business revenue growth and improve profitability with a continued focus on offshore revenue in future. Moreover our reworked Company strategy focused around Cloud Services, Location Analytics and Mobile Solutions you can see a significant growth in the next 2-4 years, subject to market conditions.

Company also continues to build an effective portfolio of Intellectual Property for future monetization, collaboration and risk mitigation. In fiscal 2012 company focused on building and managing of IPs. Company emphasizes to its employees for collaborative efforts for creating Intellectual Property. IPs give multiple advantages like cost and time saving, technical edge, risk mitigation etc.

The Company continuously engages in customer focused innovation and launches new offerings that use technology to address its clients' business problems. To augment the growth CyberTech has successfully converted its various IPs into various light apps and hosted on www.appmaps.com.

The Company also continues to maintain its focus on its ESRI Alliance Partnership which has helped the Company in gaining a presence in the Geographic Information Systems (GIS) Practice. The Company is proud to be one of the ESRI's main partners and expects to continue to provide a variety of GIS services to its clients worldwide.

US Market conditions continue to grow at lower pace making it harder to locate new development opportunities and these actions do not forecast a quick turn around in the US Market. However the Company continues to take all reasonable steps as discussed to reduce and optimize costs to improve profitability. Focus remains on expanding the benefits from our alliance partners and creating offshore opportunities where relationships are of a long term nature and recurring services can be provided at a lower cost.

The spending for GIS Solutions are seeing a change in trend. The use of GIS in US as well as in Indian Market for solutions and service reaching out to end users seen an upward trend. The penetration of mobile networks and smart phones like Apple, iPhone and Android based phones help change the GIS usage across the world. The future of GIS is going to move our Enterprise space to retail/customers space during the coming years. With Cloud computing gaining momentum this will be a reality soon.

In view of the foregoing the Company is making all efforts to improve its top & bottom line in the ensuing year.

EXPANSION ACTIVITIES

During the year your company has paid premium on additional FSI granted by the Maharashtra Industrial Development Corporation. Accordingly the Company has started the expansion activities in the existing office premises. The Company also intends to build another complex to make use of the additional FSI available.

FIXED DEPOSITS

The Company did not accept any fixed deposits during the year within the meaning of Section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

GENERAL

The Management Discussion and Analysis Report reviews the operations of the Company in more detail and forms a part of this Annual Report.

GROUP STRUCTURE

As required under clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,1997 persons constituting Group (within the meaning and as defined in the Monopolies and Restrictive Trade practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure A attached herewith and forms part of the Report.

CORPORATE GOVERNANCE

As per the Listing Agreement with the stock exchange(s), the Company has complied with the requirements of the Corporate Governance provisions of the Agreement. A report on Corporate Governance is attached to this report.

HUMAN RESOURCES

The Company has a vibrant work atmosphere and also has a dedicated team of skilled work force who has been able to mitigate the challenges of the economic downturn. Over the years the Company has built up a workforce with team spirit and they are motivated to face any challenges and achieve the desired targets to improve the operations of the Company. The Company is managed by a group of professionals and advisors. The Company has introduced CyberTech Management and Leadership Development programme (CML). The objective of the CML programme is to select, recruit and groom young leaders and next generation managers of the CyberTech.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Steven Jeske and Mr. Prakash Kenjale, Directors of the Company retire by rotation at the ensuing Annual General Meeting. Mr. Steven Jeske and Mr. Prakash Kenjale being eligible, offer themselves for re-appointment.

During the year, the Board of Directors co-opted Mr. M. P. Bharucha and Mr. Rahul Ghosh as additional Directors on September 30, 2011 who hold the position as such until the conclusion of the ensuing Annual General Meeting unless are reappointed by the members in the Annual General Meeting. Mr. M. P. Bharucha and Mr. Rahul Ghosh have given their consent to act as Directors if appointed by the members

The Board of Directors of company has also appointed Mr. Ramasubramanian Sankaran as an Additional Director & Executive Director of the company w.e.f. August 4, 2012. He also holds the position of Director as such until the conclusion of the ensuing Annual General Meeting (AGM) unless is reappointed by members in the AGM. Mr. Ramasubramanian Sankaran has given his consent to act as a Director if appointed by the members.

Necessary resolutions for appointment of Mr. M. P. Bharucha, Mr. Rahul Ghosh and Mr. Ramasubramanian Sankaran as Directors have been included in the Notice convening the ensuing Annual General Meeting.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 274(1) (g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards were followed and proper explanation relating to material disclosure were given.

ii) the Directors 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 and of the profit of the Company for that period.

iii) the Directors took 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 for preventing and detecting frauds and other irregularities.

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Lodha & Co., Chartered Accountants, Mumbai, the Statutory Auditors, holds office until the conclusion of the ensuing Annual General Meeting and is recommended by the Board for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, will be within the limits as stipulated under Section 224(1B) of the Companies Act, 1956. The members are requested to consider appointment of M/s. Lodha & Co. as Statutory Auditors at the ensuing Annual General Meeting.

The comments made by the Auditors in their report are self-explanatory and do not call for further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

There were no employees in receipt of remuneration during the year requiring disclosure under section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to 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 are set out in the Annexure B to this Report.

EMPLOYEES STOCK OPTION PLAN

The position of ESOPs granted and exercised during the year is as under.

Number of options granted: Nil

Pricing formula: Not Applicable

Options vested: A total of 348,750 options vested during the year.

Options exercised and number No grantee exercised options during of shares arising out the year. of such exercise:

Options lapsed: During the year 299,250 options lapsed out of options granted.

Variations in terms of options: There was no variation in the terms of options.

Money realized on exercise of Nil options:

Total Number of options in force: Total number of 1,747,500 options were in force as on 31.3.2012

ESOPs granted to senior For the year ended on March 31, managerial personnel: 2012, the Company did not grant any options to Senior Managerial Personnel.

Further for the year ended on March 31, 2012, the Company did not grant more than 1% of the issued capital of the Company to any one person as of the date of grant.

Method of Accounting

The Company has elected to use the intrinsic value method to account for the compensation cost of stock options to employees of the Company, Intrinsic value is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exercise price of the option.

Summary of the options outstanding under the Employees Stock Option Plan (ESOP):

As at March 31, As at March 31, 2011 2012

Options Weighted Options Weighted Average Average Exercise Exercise Price Price (Rs) (Rs)

Options outstanding 2,046,750 15.25 1,090,750 12.86 at beginning of the year

Granted during the year 0 0 1,025,000 16.69

Exercised during the year 0 0 0 0

Forfeited/lapsed during the year 299,250 11.20 69,000 13.74

Options outstanding at end of year 1,747,500 15.94 2,046,750 15.25

Vested options pending exercise 761,250 15.28 761,750 12.91

The following summarizes information about stock options outstanding:

As at March 31, 2012

Range of Exercise Number of Shares Weighted average Weighted price arising out remaining average of options life (Years) Exercise Price (Rs)

Rs. 7.50 to Rs. 15 600,000 4 12.28

Rs. 15 to Rs. 23 1,147,500 5 17.86

As at March 31, 2011

Range of Exercise Number of Shares Weighted average Weighted price arising out remaining average of options life (Years) Exercise Price (Rs)

Rs. 7.50 to Rs. 15 899,250 4 11.92

Rs. 15 to Rs. 23 1,147,500 6 17.33

Fair Value methodology for the option:

The fair value of options used to compute net income and earnings per equity share have been estimated on the dates of each grant within the range of Rs. 7.55 to Rs. 22.90 using the Black-Scholes pricing model. The Company estimated the volatility based on the historical share prices. The various assumptions considered in the pricing model for the options granted under ESOP are:

As at March As at March 31, 2012 31, 2011

Dividend yield 0-10% 0-10%

Expected volatility 10%-20% 10%-20%

Risk-free interest rate 6.46% - 6.65% 6.46% - 6.65%

Expected life of option 0 - 7 yrs 0 - 7 yrs

Impact of Fair value method on Net Profit and EPS

Had the compensation cost for the Company's Stock Option Plan outstanding been determined based on the fair value approach, the Company's net profit income and earnings per share would have been, as indicated below:

As at March As at March 31, 2012 31, 2011 Rs Rs

Profit attributable to Equity Shareholders 50,641,079 47,600,129

Add: Stock-based employee compensation expense included in net income 0 0

Less: Stock-based compensation expense determined under fair value based method 275,750 369,015

Net Profit 50,365,329 47,231,114

Basic and diluted earning per share (as reported) 1.90 1.80

Basic and diluted earning per share (under fair value method) 1.88 1.78

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere gratitude to the various departments of the Central and State Government, Company's Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors also record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors

Viswanath Tadimety Chairman

Place : Thane Date : August 4, 2012


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Annual Report together with the Audited Statements of Accounts for the financial year ended March 31, 2011. This report includes both standalone results of the Company (CyberTech Systems and Software Ltd.) as well as consolidated results of the Company and its subsidiary CyberTech Systems and Software Inc in the USA. The Company has made an application to Ministry of Corporate Affairs under section 212 (8) of the Companies Act, 1956 for not incorporating the Accounts of CyberTech Middle East, W.L.L., Bahrain as the Accounts of the aforesaid Company has not yet been received. The financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs.in millions)

Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Gross Revenue 247.45 207.40 467.22 509.26

Profit before Interest & Depreciation 82.53 80.03 53.37 51.47

Interest - 0.02 - 0.03

Depreciation 16.29 18.05 20.42 23.54 Profit/(Loss) before tax 66.24 61.96 32.95 27.90

Provision for tax 18.64 18.11 18.64 18.11

Income Tax adjustments for earlier year's - - 0.51 (8.88)

Profit after tax 47.60 43.85 13.80 18.67

Less Minority Interest (Loss) - - - (2.85)

Accumulated profit b/f from previous year 90.19 77.31 55.45 64.89

Provision for Dividend (includes dividend tax of Rs.4.50 millions) 30.87 30.97 30.87 30.97

Balance to be carried forward 106.92 90.19 38.38 55.44

REVIEW OF THE COMPANY'S STAND ALONE PERFORMANCE

The Company's primary focus continues to be delivering offshore development and support services in the Company's core technology areas. Additionally, the Company continued to receive substantial income from certain real estate rentals and interest income.

The Company's performance for the year on standalone basis is as follows:

- Total revenue during the year 2010-11 amounted to Rs. 247.45 millions as compared to Rs. 207.40 millions during the previous year representing a growth of 19.31% .Total revenue is comprised of revenue from operations and other income, as follows:

- Revenue from operations for the year ended March 31, 2011 amounted to Rs. 168.19 millions as against Rs. 124.35 millions for the previous year. Operating revenue includes both software support and development activities. Revenue increased 35.25% pimarily due to an increase in domestic business in India,

- Other Income, primarily rent and interest, amounted to Rs. 79.26 millions as against Rs. 83.05 millions.

- Profit after tax amounted to Rs. 47.60 millions as against Rs. 43.85 millions in the previous year representing a growth of 8.55%.The increase in profit of the Company is on the lower side mainly due to the fact that Indian costs including payroll continue to increase based on market conditions, although at a lower rate.

REVIEW OF CONSOLIDATED PERFORMANCE

On a Consolidated basis, the Company reported total revenue of Rs. 467.22 millions during the year as compared toRs. 509.26 millions during the previous year. It is not comparable with the earlier year as it does not include the revenue of CyberTech Middle East, W.L.L., Bahrain.

Profit after tax for the financial year ended March 31, 2011 amounted to Rs. 13.80 millions compared to Rs. 18.67 millions in the previous year. The Consolidated profit was lower due to the fact that the market for IT services continues to be highly challenging and volatile in the US and the public sector is also reducing their spending levels as budgets are strained.

The consolidated group continues to focus on delivering services to its identified market segments in its core technology areas. Its sales and delivery organizations have been aligned to an offshore centric model.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company, including its wholly owned US subsidiary are prepared in accordance with Accounting Standard 21 (Consolidation of Accounts) as prescribed by the Institute of Chartered Accountants of India and in compliance with the terms of the listing agreement with the Stock Exchanges. Together, these comprise part of the Annual Report and Accounts. The summarized consolidated results are given alongside the financial results of your Company and are discussed in the acCompanying Management Discussion and Analysis of Consolidated Results.

WHOLLY OWNED SUBSIDIARY IN USA

The Company owns a 100% interest in CyberTech Systems and Software, Inc., incorporated on June 12, 2003 in the state of Delaware in the United States of America, whose results are consolidated herein.

CyberTech Systems and Software, Inc. (USA) reported an operating loss of Rs. 29.88 millions before interest, depreciation and tax on revenue of Rs. 368.56 millions. The net loss after tax aggregated to Rs. 34.52 millions.

The Company is taking steps to selectively grow the business of CyberTech Systems and Software, Inc. (USA) and management is currently of the opinion that it will be able to gradually reverse the accumulated losses of CyberTech Systems and Software, Inc. (USA).

SUBSIDIARY IN THE MIDDLE EAST

CyberTech Systems and Software Ltd. (CSSL) formed a Subsidiary Company in Bahrain viz, CyberTech Middle East W.L.L., Bahrain along with a joint venture partner, during the year 2008 in order to explore business opportunities prevailing in the region. CSSL holds 55% share of the Subsidiary Company.

During the year under review, there has been an ongoing disagreement between the partners regarding management and direction of the joint venture, as well as a redirection of activities by our joint venture partner.Recently CyberTech Systems and Software Ltd. is finding different avenues including legal course of action to resolve the issue.

Since the Audited Accounts of CyberTech Middle East W.L.L, Bahrain were not available, the same could not be placed before the Board.Your Directors therefore, applied for an exemption from the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 for not attaching the accounts of the said subsidiary in the Annual Report of the Company.

SUBSIDIARY COMPANIES' ACCOUNTS

The statement required pursuant to section 212 of the Companies Act, 1956, containing details of the subsidiary, CyberTech Systems and Software Inc, USA is attached hereto. The details of CyberTech Middle East W.L.L., Bahrain are not attached as the Company has made an application for an exemption under Section 212(8) of the Companies Act, 1956.

INCREASE OF AUTHORISED CAPITAL

During the year under review, Company has increased its Authorised Capital from Rs. 30,00,00,000/- (Rs. Thirty Crores only) to Rs. 36,00,00,000/- (Rs. Thirty Six Crores only ) divided into 3,60,00,000 Equity Shares ofRs. 10/- each pursuant to a special resolution passed in the 15th Annual General Meeting in order to explore any investment opportunities of the Company in future.

DIVIDEND

Your Directors have the pleasure of recommending a dividend of Rs. 1 per equity share for the year under review.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

The Company maintains its focus on both Enterprise and Public Sector Clients in the area of SAP,GIS Technologies and Custom Technology applications. It maintains strong relationships and alliances with its partners such as SAP,CISCO and ESRI which will continue to lead to Business and revenue growth and improve profitability with a continued focus on offshore revenue as soon as the Global Market improves in future. Although we expect that due to economic down turn and political crisis in USA, the market place in USA may remain weak and recover slowly but the strong alliances are expected to help the Company to attain Business revenue growth and improve profitability with a continued focus on offshore revenue in future.

The Company will also continue to maintain its focus on its ESRI Alliance Partnership which has helped the Company in gaining a presence in the Geographic Information Systems(GIS) Practice.The Company is proud to be one of the ESRI's main partners and expects to continue to provide a variety of GIS services to its clients worldwide.

The Company has not kept up with Industry growth trends, primarily due to economic down turn coupled with decreased spending in the US public sector and increased pressure by the Government to reduce the number of foreign IT Workers. As a result there was a corresponding decrease in activitiy at several of our large clients. US Market conditions continue to soften making it harder to locate new development opportunities and these actions do not forecast a quick turn around in the US Market. However, the Company continues to take all reasonable steps to reduce and optimize costs to improve profitability. Focus remains on expanding the benefits from our Alliance partners and creating offshore opportunities where relationships are of a long term nature and recurring services can be provided at a lower cost.

The spending for GIS Solutions are seeing a change in trend. The use of GIS in US as well as in Indian Market for solutions and service reaching out to end users seen an upward trend. The penetration of mobile networks and smart phones like Apple,iPhone and Android based phones help change the GIS usage across the world. The future of GIS is going to move our Enterprise space to retail / customers space during the coming years. With Cloud computing gaining momentum this will be a reality soon.

In view of the foregoing, the Company is making all efforts to improve its bottom line in the ensuing year.

FIXED DEPOSITS

The Company did not accept any fixed deposits during the year within the meaning of Section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

GENERAL

The Management Discussion and Analysis Report reviews the operations of the Company in more detail and forms a part of this Annual Report.

GROUP STRUCTURE

As required under clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting Group (within the meaning and as defined in the Monopolies and Restrictive Trade Practices Act,1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid SEBI Regulations are given in Annexure A attached herewith and forms a part of the Report.

CORPORATE GOVERNANCE

As per the Listing Agreement with the stock exchange(s), the Company has complied with the requirements of the Corporate Governance provisions of the Agreement. A report on Corporate Governance is attached with this report.

HUMAN RESOURCES

The Company has a vibrant work atmosphere and also has a dedicated team of skilled work force who has been able to mitigate the challenges of the economic downturn. Over the years the Company has built up a dedicated workforce with team spirit and they are motivated to face any challenges and achieve the desired targets to improve the operations of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Viswanath Tadimety and Mr. Anant Rajwade, Directors of the Company retire by rotation at the ensuing Annual General Meeting. Mr. Viswanath Tadimety offers himself for re-appointment. Mr. Anant Rajwade has expressed his inability to offer himself for re-appointment. The Company places on record the enormous support and guidance provided by Mr. Anant Rajwade over the years. The Chairman is personally grateful for Mr. Rajwade's counsel, consistency and professionalism in conducting CyberTech corporate affairs.

During the year Mr. C. N. Rao, Executive Director of the Company tendered his resignation on October 8, 2010. The Board inducted Mr. Radhakrishna Pingali as Whole Time Director on October 11, 2010. Mr. Pingali tendered his resignation on February 11, 2011 for health reasons. The Directors wish to place on record their appreciation for the services rendered by Mr. C. N. Rao and Mr. Radhakrishna Pingali during their tenure as Executive Director/Whole Time Director. The Board then appointed Dr. Tapan Kumar Mukhopadhyay as Whole Time Director of the Company on March 15, 2011 subject to the approval of the shareholders in the ensuing Annual General Meeting.

Also during the year under review, the Board of Directors appointed Mr. Sudhir Joshi and Dr. Shreepad Karmalkar as Additional Directors on September 30, 2010 to hold their offices as such until the conclusion of the ensuing Annual General Meeting, unless they are reappointed by the members in the Annual General Meeting. Mr. Sudhir Joshi and Dr. Shreepad Karmalkar have given their consent to act as Directors, if appointed by the members.

Necessary resolutions for appointment of Mr. Sudhir Joshi and Dr. Shreepad Karmalkar as directors have been included in the Notice convening the ensuing Annual General Meeting.

During the year Mr. Sudhir Joshi was nominated by the Board as Director on the Board of CyberTech Systems and Software Inc, USA, which is a wholly owned subsidiary of our Company.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 274(1) (g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards were followed and proper explanation relating to material departures was given.

ii) the Directors 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 and of the profit of the Company for that period.

iii) the Directors took 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 for preventing and detecting frauds and other irregularities.

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Lodha & Co., Chartered Accountants, Mumbai, the Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are recommended by the Board for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, will be within the limits as stipulated under Section 224(1B) of the Companies Act, 1956. The members are requested to consider appointment of M/s. Lodha & Co. as Statutory Auditors at the ensuing Annual General Meeting.

The comments made by the Auditors in their report are self-explanatory and do not call for further explanation.

PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration during the year requiring disclosure under section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to 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 are set out in the Annexure B to this Report.

EMPLOYEES STOCK OPTION PLAN

The position of ESOP's granted and exercised during the year is as under:

Number of options granted During the year under review 1,025,000 options were granted.

Pricing formula Not Applicable

Options vested A total of 187,500 options vested during the year.

Options exercised and number of shares No grantee exercised options arising out of such exercise: during the year.

Options lapsed During the year 69,000 options lapsed.

Variations in terms of options There was no variation in the terms of options.

Money realized on exercise of options Nil

Total Number of options in force Total number of 2,046,750 options were in force as on March 31, 2011.

ESOPs granted to senior For the year ended March 31, managerial personnel 2011, the Company granted 200,000 options to Senior Managerial Personnel.

Further for the year ended March 31, 2011, the Company did not grant more than 1% of the issued capital of the Company to any one person as of the date of grant.

Method of Accounting

The Company has elected to use the intrinsic value method to account for the compensation cost of stock options to employees of the Company, Intrinsic value is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exercise price of the option.

Summary of the options outstanding under the Employees Stock Option Plan(ESOP):

As at March 31, As at March 31, 2011 2010

Options Weighted Options Weighted Average Average Exercise Exercise Price Price (Rs.) (Rs.)

Options outstanding at beginning of the year 1,090,750 12.86 1,102,300 13.03

Granted during the year 1,025,000 16.69 200,000 12.95

Exercised during the year 0 0 0 0

Forfeited/lapsed during the year 69,000 13.74 211,550 17.16

Options outstanding at end of year 2,046,750 14.96 1,090,750 12.86

Vested options pending exercise 761,750 12.91 597,000 12.78

The following summarizes information about stock options outstanding:

As at March 31, 2011

Range of Exercise Number of Shares Weighted average Weighted price arising out remaining life average of options (Years) Exercise Price (Rs.)

Rs. 7.50 to Rs.15 899,250 4 11.92

Rs. 15 to Rs. 23 1,147,500 6 17.33

As at March 31, 2010

Range of Exercise Number of Shares Weighted average Weighted price arising out remaining life average of options (Years) Exercise Price (Rs.)

Rs. 7.50 to Rs.15 883,250 4 11.59

Rs. 15 to Rs. 23 207,500 7 18.28

Fair Value methodology for the option:

The fair value of options used to compute net income and earnings per equity share have been estimated on the dates of each grant within the range of Rs. 7.55 to Rs. 22.90 using the Black-Scholes pricing model. The Company estimated the volatility based on the historical share prices. The various assumptions considered in the pricing model for the options granted under ESOP are:

As at March 31, As at March 31, 2011 2010

Dividend yield 0-10% 0-10%

Expected volatility 10%-20% 10%-20%

Risk-free interest rate 6.46% - 6.65% 6.46% - 6.65%

Expected life of option 0 - 7 yrs 0 - 7 yrs

Impact of Fair value method on Net Profit and EPS

Had the compensation cost for the Company's Stock Option Plan outstanding been determined based on the fair value approach, the Company's net profit income and earnings per share would have been, as indicated below:

As at March 31, As at March 31, 2011 (Rs.) 2010 (Rs.)

Profit attributable to Equity Shareholders 47,600,129 43,848,149

Add: Stock-based employee compensation expense included in net income - -

Less: Stock-based compensation expense determined under fair value 369,015 364,044 based method

Net Profit 47,231,114 43,484,105

Basic and diluted earning per share (as reported) 1.80 1.66

Basic and diluted earning per share (under fair value method) 1.78 1.65

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere gratitude to the various departments of the Central and State Government, Company's Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors also record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors

Viswanath Tadimety Chairman

Place Thane sDate August 12, 2011


Mar 31, 2010

The Directors are pleased to present the Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2010. This report includes both stand alone results for the Company (CyberTech Systems and Software Ltd.) as well as consolidated results for the Company and its subsidiary in the USA & Joint Venture in Bahrain

FINANCIAL RESULTS

(Rs. in million)

Stand alone Consolidated

2009-10 2008-09 2009-10 2008-09

Gross Revenue 207.40 216.97 509.26 744.14

Profit before Interest & Depreciation 80.03 96.01 51.47 71.99

Interest 0.02 0.15 0.03 0.28

Depreciation 18.05 17.40 23.54 29.35

Profit/(Loss) before tax 61.96 78.46 27.90 42.36

Provision for tax (18.11) (9.84) (18.11) (9.84)

Income Tax adjustments for earlier years -credit - - (8.88) (4.01)

Profit/(Loss) after tax 43.85 68.62 18.67 36.53

Less Minority Interest (Loss) - - (2.85) (2.79)

Accumulated profit b/f from previous year 77.31 39.66 64.89 56.54

Provision for Dividend(includes dividend tax of Rs. 4.50 million) (30.97) (30.97) (30.97) (30.97)

Balance to be carried forward 90.19 77.31 55.44 64.89



DIVIDEND



Your Directors have the pleasure of recommending a dividend of Rupee 1 per share for the year under review.

REVIEW OF THE COMPANYS STAND ALONE PERFORMANCE

The Companys primary focus continues to be delivering offshore development and support services in the Companys core technology areas as well as providing geospatial solutions to domestic customers. Additionally, the Company continued to receive substantial income from certain real estate rentals and interest income on deposits.

The Companys performance for the year being reported on is as follows:

• The year 2009-10 continued to be challenging for the Company. Total revenue during the year 2009-10 amounted to Rs. 207.40 million as compared to Rs 216.97 million during the previous year. Total revenue is comprised of revenue from operations and other income, as follows.

* Revenue from operations for the year ended March 31, 2010 amounted to Rs. 124.35 million vs. Rs. 127.49 million for the previous year. Operating revenue includes revenues from software support and development activities. Revenue was marginally lower as a result of adverse conditions in the US

* Other Income amounted to Rs. 83.05 million as against Rs. 89.48 million. Other income is minimally lower on account of the short period vacancy of properties. In general property rentals are stable in the current market.

* Profit before interest, depreciation and tax amounted to Rs. 80.03 million against Rs. 96.01 million in the previous year.

The Company has started to focus on domestic market sales of geospatial solutions and is developing alliance relationships with key vendors in this area. This is intended to offset the continued turmoil in offshore markets and reduced spending among customers. The Company has obtained its first order in the domestic market.

The Company maintains significant financial resources and carries no debt. During the year , a strategic investor acquired a greater than 10% interest in the Company, which is expected to strengthen the alliance with them.

REVIEW OF CONSOLIDATED PERFORMANCE

On a Consolidated Basis, the Company reported total revenue of Rs.509.26 million during the year as compared to Rs 744.14 million during the previous year.

Profit after tax for the year ended March 31, 2010 amounted to Rs. 18.67 million compared to Rs. 36.53 million in the previous year.

The consolidated group continues to focus on delivering services to its identified market segments in its core technology areas as well as providing geospatial solutions to domestic customers. Its sales and delivery organizations have been aligned to an offshore centric model, while providing for solution sales and delivery in the domestic market.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company, including its wholly owned US subsidiary and 55% owned joint venture in Bahrain, are prepared in accordance with Accounting Standard 21 (Consolidation of Accounts) as prescribed by the Institute of Chartered Accountants of India and in compliance with the terms of the listing agreement with the Stock Exchanges. Together, these comprise part of the Annual Report and Accounts. The summarized consolidated results are given alongside the financial results of your Company and are discussed in the accompanying Management Discussion and Analysis of Consolidated Results.

WHOLLY OWNED SUBSIDIARY IN USA

The Company owns a 100% interest in CyberTech Systems and Software, Inc. incorporated on June 12, 2003 in the state of Delaware in the United States of America, whose results are consolidated herein. This subsidiary serves as the sales front end for a majority of the offshore revenue recognized by the Company and is instrumental to creating and managing the alliances that lead to the bulk of the Companys activities.

CyberTech Systems and Software, Inc. (USA) reported an operating loss of Rs. 23.66 million before interest, depreciation and tax on revenue of Rs. 390.29 million. The net loss after tax aggregated Rs.19.60 million. The Company has been severely impacted by the worldwide slowdown in discretionary IT spending which has impacted several of our targeted sectors.

JOINT VENTURE IN THE MIDDLE EAST

The Company is majority owner of CyberTech Middle East W.L.L., a joint venture company formed in Bahrain to exploit opportunities in the Middle East. Pursuant to the agreement entered into with Gold Coastway Limited., CyberTech Middle East was established in August 2008.

CyberTech Middle East W.L.L. has been able to establish its credentials and has been successful in starting to slowly develop this business locally. It is now identifying other business opportunities in the Middle East in conjunction with several of our business partners.

The company reported an operating loss of Rs. 6.33 million on revenue of Rs. 34.35 million during the year.

SUBSIDIARY COMPANIES ACCOUNTS

The statement required pursuant to section 212 of the Companies Act, 1956, containing details of the subsidiaries, CyberTech Systems & Software Inc, USA, and CyberTech Middle East WLL is attached hereto.

INCREASE OF AUTHORISED CAPITAL

The existing issued capital of the Company is Rs. 26.47 crores out of the authorised capital of Rs. 30 crores. The company proposes to increase the authorised capital to Rs.50 crores to meet any additional requirement of Capital in near future for expansion of the business of the Company. Necessary resolutions for the increase in authorised capital have been included in the notice convening the Annual General Meeting.

FIXED DEPOSITS

The Company did not accept any fixed deposits during the year within the meaning of Section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

GENERAL

The Management Discussion and Analysis Report reviews the operations of the Company in more detail and forms a part of this Annual Report.

CORPORATE GOVERNANCE

As per the Listing Agreement with the stock exchange(s), the Company has complied with the requirements of the Corporate Governance provisions of the Agreement. A report on Corporate Governance is attached to this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Arun Shah and Mr. Steven Jeske, Directors of the Company retire by rotation at the ensuing Annual General Meeting. Mr.Steven Jeske, being eligible, offers himself for re-appointment. Mr. Arun Shah has expressed his inability to offer himself for re-appointment in view of his other commitments. The Directors wish to place on record their appreciation of the services rendered by Mr. Arun Shah during his tenure as a Director of the Company.

The tenure of Mr. C. N. Rao as Executive Director expires on September 30, 2010. The Directors propose the re-appointment of Mr. C. N. Rao as Executive Director for a period of one year effective October 1, 2010.

Necessary resolutions for appointment / re-appointment of the aforesaid directors have been included in the Notice convening the ensuing Annual General Meeting.

None of the directors of the Company is disqualified for being appointed as director as specified in Section 274(1) (g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards were followed and proper explanation relating to material departures given.

ii) the Directors 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 and of the profit of the Company for that period.

iii) the Directors took 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 for preventing and detecting frauds and other irregularities.

iv) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Lodha & Co., Chartered Accountants, Mumbai, the Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received a certificate from the Auditors to the effect that their re- appointment, if made, will be within the limits as stipulated under Section 224(1B) of the Companies Act, 1956. The members are requested to consider appointment of M/s. Lodha & Co. as Statutory Auditors at the ensuing Annual General Meeting.

The comments made by the Auditors in their report are self-explanatory and do not call for further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

There were no employees in receipt of remuneration during the year requiring disclosure under section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to 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 are set out in the Annexure to this Report.

EMPLOYEES STOCK OPTION PLAN

The position of ESOPs granted and exercised during the year is as under:

Number of options granted: During the year under review 200,000 options were granted.

Pricing formula : Not Applicable

Options vested : A total of 71,750 options vested during the year.

Options exercised and number of shares No grantee exercised options during the year.

arising out of such exercise:

Options lapsed : During the year 211,550 options lapsed out of options granted.

Variations in terms of options: There was no variation in the terms of options.

Money realized on exercise of options : Nil

Total Number of options in force : Total number of 1,090,750 options were in force as on March 31, 2010.

ESOPs granted to senior managerial personnel: For the year ended March 31, 2010 the Company granted 2,00,000 options to Senior Managerial Personnel.Further for the year ended March 31, 2010 the Company did not grant more than 1% of the issued capital of the Company to any one person as of the date of grant.

Method of Accounting

The Company has elected to use the intrinsic value method to account for the compensation cost of stock options to employees of the Company, Intrinsic value is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exercise price of the option.

Summary of the options outstanding under the Employees Stock Option Plan (ESOP):

As at March 31, 2010 As at March 31, 2009

Options Weighted Average Options Weighted Average Exercise Price (Rs.) Exercise Price (Rs.)

Options outstanding at beginning of the year 1,102,300 13.03 968,260 11.93

Granted during the year 200,000 12.95 810,000 17.95

Exercised during the year - - - -

Forfeited/lapsed during the year 211,550 17.16 675,960 16.27

Options outstanding at end of year 1,090,750 12.86 1,102,300 13.67

Vested options pending exercise 524,470 11.98 659,800 11.77



The following summarizes information about stock options outstanding:

As at March 31, 2010

Range of Exercise Number of Price shares Weighted average Weighted average

arising remaining life Exercise Price out of (Years) ( Rs.) options

Rs.7.50 to Rs.15.00 883,250 4 11.59

Rs. 15.00 to Rs. 23.00 207,500 7 18.28



As at March 31, 2009

Range of Exercise Number of Price shares Weighted average Weighted average

arising remaining life Exercise Price out of (Years) ( Rs.) options

Rs.7.50 to Rs.15.00 708,550 3 11.22

Rs. 15.00 to Rs. 23.00 393,750 7 18.08



Fair Value methodology for the option:

The fair value of options used to compute net income and earnings per equity share have been estimated on the dates of each grant within the range of Rs.7.55 to Rs.22.90 using the Black-Scholes pricing model. The Company estimated the volatility based on the historical share prices. The various assumptions considered in the pricing model for the options granted under ESOP are:

As at March 31, 2010 As at March 31, 2009

Dividend yield 0 - 10% 0 - 10%

Expected volatility 10% - 20% 10% - 20%

Risk-free interest rate 6.57% - 6.65% 6.46% - 6.65%

Expected life of option 0 - 7 yrs 0 - 7 yrs



Impact of Fair value method on Net Profit and EPS

Had the compensation cost for the Companys Stock Option Plan outstanding been determined based on the fair value approach, the Companys net profit income and earnings per share would have been, as indicated below:

As at March 31, 2010 As at March 31, 2009

Profit attributable to Equity Shareholders 43,848,149 68,620,853

Add: Stock-based employee compensation expense included - - in net income

Less: Stock-based compensation expense determined under fair value 364,044 288,222 based method

Net Profit 43,484,105 68,332,631

Basic and diluted earning per share (as reported) 1.66 2.59

Basic and diluted earning per share (under fair value method) 1.65 2.58

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere gratitude to the various departments of the Central and State Government, Companys Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors

Viswanath Tadimety

Chairman

Place : Thane.

Date : August 4, 2010.