Directors Report of Prithvi Information Solutions Ltd.

Mar 31, 2013

To The Members,

The Directors are pleased to submit the 15th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2013 :

FINANCIAL RESULTS (Rs in Crores) Standalone Consolidate 2012-13 2011-12 2012-13 2011-12

1 Revenue from Operations 1,473.80 1.233.17 1.644.61 1.370.52

2 Operating Expenditure 1.473.71 1.188.73 1.644.61 1.321.52

3 Depreciation & Amortization 7.78 1.05 8.41 10.51

4.Operartin Profit 0.09 34.39 11.28 47.22

5.Interexpenses 6.93 26.35 6.99 26.77

6.Other Income(net) 27,68 27.26

7 Profit Before Tax 13.05 15.83 21.4 28.24

8 Provision for Tax

9 Profit for the Year 10.55 10.72 18.18

10 Balance B/F from prev Year 323.81 313.09

11 Balance Carried to B/S 334.36 323.81 357.88 340.57

Dividend

The Board of Directors has not declared any Dividend for the year in lieu of the funds required for ongoing operations and also to fund the expected growth.

Performance

The IT segment has not only maintained turn over of the previous year, but also improved by 17% in the current year as compared to previous year. The sales for the year is Rs.1475 crores (Rs.1258 crores in previous year). It is expected that the growth in this segment will continue for the forth coming year also.

The profit for the year has been Rs.23.14 crores as compared to Rs.28.24 crores in the previous year. The Company has ensured a strict monitoring of the expenditure.

There has been an increase in revenues during the current year by 20% as compared to the previous year. The challenges faced by the Company over the past few years have been successfully handled and expect for improvement in performance and consolidate its resources. Company adopted various measures which have economized its expenditure without affecting the business. As the resources are optimized, Company is confident to improve its position in this area shortly.

Explanation on Auditors'' Observation

i) In respect of a creditor to whom payables amounting to Rs.331.60 crores were under dispute / litigation, the Company has entered into an agreement for settlement which is under progress as per information and explanations given to us. Process of settlement is in progress and is further being expedited.

ii) With respect to FCCB, the Company entered into an agreement with the Bond Holders to redeem the bonds by issue of Share Warrants on Preferential basis. However, it is rejected by FIPB. The Company is in discussions with Bond Holders for a settlement.

Corporate governance report and management discussion and Analysis statement

A report on Corporate Governance and Management Discussion and Analysis Statement is enclosed in the Annual Report. A certificate for compliance with the Clause 49 of the Listing Agreement issued by the Practicing Company Secretary is also enclosed in the Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Act and the Rules made there under, is provided in an Annexure forming part of this Report. In terms of Section 219(l)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (l)(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 an annexure to this Report.

ACKNOWLEDGEMENTS

The Directors wish to thank the members for their cooperation and reposing faith .in the company and for their support to the Company. The Directors also thank the Company''s customers, business associates, vendors and bankers for their continuous support in the development of the company. The Directors also thank the Government of India and other concerned State Governments and agencies for their cooperation. In the least, the Directors place on record their appreciation for the contributions made by members and associates of the Prithvi family across the globe.

Sd/- Sd/-

V. Satish Kumar S. Lalith Prasad

Managing Director Director

Hyderabad August 14, 2013

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Mar 31, 2010

The 12th Annual Report on the business and operations of the Company and accounts for the Financial Year ended March 31, 2010 are as furnished here under:

Financial Results (Amount in Rupees ) The highlights of financial results of the Company are as follows:

For the Year ended March 31 : 2009 - 10 2008 - 09

Gross Revenue 19,047,023,613 19,757,272,500

Operating Expenditure 17,428,568,364 19,466,955,680

Profit (PBIDT) 1,618,455,249 290,316,820

Interest 214,335,047 225,173,608

Depreciation 68,237,588 77,164,853

Other Income (1254,971,638) 521,181,792

Profit before Tax 80,910,977 509,160,150

Provision for Tax 11,035,941 61,288,116

Profit after Tax and beforeprior period items 69,875,035 447,872,034

Prior period items 15,419,265 3,199,901

Net Profit 54,455,771 444,672,133

Balance brought forward from previous year 2,988,508,557 2,543,836,424

Amount available for Appropriation 3,042,964,328 2,988,508,557

Balance carried to Balance Sheet 3,042,964,328 2,988,508,557

Earnings per Share 3.01 24.60

Revenue fell at the beginning of the fiscal year before stabilizing in the fourth quarter, resulting in a 3.59% decline from the previous year. Losses totaling Rs. 135 crores related to poorly performing foreign currency derivatives dramatically impacted the Company’s after tax profit. Management regards these losses as an extraordinary item, and not an ongoing component of the Company’s operating model. Domestic business totaled Rs. 566 crores, contributing substantially to the Company’s revenue, however value addition was marginal as the bulk of the business was sub-contracted due to inadequacy of working capital.

Dividend

In lieu of inadequate profits due to the fall in the turnover and marginal income from the domestic business and also the legal battle company is facing, the Directors have not recommended any dividend for the year 2009- 10. The Directors are optimistic that all these issues are in the final stages of settlement and also expecting good future business, the total outlook on the business front would be optimistic by year end 2011. Keeping this in view, the directors has not recommended a dividend for the year 2009-10.

Challenges Faced

The Company’s reputation came under heavy fire during the fiscal year 2009-10, compounding the business difficulties caused by the economic climate. A malicious and libelous campaign was waged in the media by parties in a concerted effort to discredit the Company. It is alleged that parties connected to creditors were the instigators of this damaging offensive, despite the disputes being under litigation. The Company correctly did not debate sub judice matters in the media, however considerable time was spent rebutting the legitimacy of specific allegations, and in taking action to protect the legal rights of the Company, its shareholders and other stake-holders. It is pertinent to note here that the Company is addressing all legitimate claims through due

legal process, and is hopeful of favorable outcomes.

As a direct result of the negative activity in the media, the Company’s banks reduced existing working capital facilities. This is despite the Company keeping the banks periodically updated. Assertions of heightened business risk associated with Prithvi interfered with trusted relationships and caused our business partners to react to perceptions rather than facts. The Company’s reduced access to capital impacted its ability to fund business opportunities, resulting in a large portion of the domestic business being sub-contracted on a substantially lower margin.

Despite these difficulties, the Company is optimistic of the legal outcomes, its ability to rebuild business relationships, and restore public faith in the Company.

Business Outlook

During the fiscal year 2009-10, software exports have fallen by 23.36% due to contraction in U.S. business spending on which the bulk of the Company’s software export business depends, and Rupee appreciation against the greenback. However, this downward adjustment was partially offset by growth in Telecom Engineering Services (TES) and Telecom Products (TP) business segments.

The Company’s strategy to diversify its geographic markets is trending positive, with strong order books developing in Canada, Brazil, Middle East Countries, and India. The market diversification strategy will also serve as a hedge against a depreciating US Dollar, which all indicators point to being long-term. However, the IT market in the U.S. is by far the largest in the world, and the benefits of offshore outsourcing to India is well-established; for these reasons, the Company will continue to focus growing a footprint in the U.S.

Telecommunications is in a nascent stage in India, and telecom engineering services and telecom products continue to enjoy strong demand; telecom is one of the strongest growth segments in the country. Prithvi has established itself in this segment and has developed relationships with all the big players in the industry. The Company’s track record and strong business relationships underpin an excellent outlook over fiscal 2010-11. Company continues to participate in tenders and has won orders in competitive bid situations.

The Company continues to restructure its IT Services operations to increase the portion of work done in India for delivery to international clients. This is a major effort, requiring more focused sales and marketing materials and

personnel, and a greater ongoing investment in quality delivery processes in India. The strategy of leveraging lower cost software engineers in India on international projects is well understood and will yield higher margins for the Company.

Prithvi’s IT Services is also targeting domestic work; central and state governments in India have embarked on an ambitious plan to create data centers involving IT activities on a large scale. Company has established itself in setting up data centers for the State Governments of Nagaland and Haryana, and also in the Central Government. Company participated in several tenders and is expecting further business from this segment. Finally, the Company has set up a software solutions R&D centre in Hyderabad which has filed six patents till date. The Company has set aggressive revenue targets of USD 50 million for IT Services to be achieved over the next two years from the IT Services business.

Operating Results

Total earnings were down 3.59% from Rs 19,757 million the previous year to Rs 19,047 million for the fiscal year 2009-10. Profit before Taxes decreased from Rs. 509.16 million in the previous year to Rs 80.910 million in fiscal year 2009-10, a result equal to 0.43% of total revenue, as compared to 2.58% in the previous year. Net Profit was Rs. 54.455 million, a reduction of 87.75% on the previous year’s result of Rs. 444.67 million. The Company attributes the severe drop in net profit to the crystallized and translation losses of Rs. 1,350 million associated with foreign currency hedging activity. The Company reported a Rs. 521.18 million gain for the same activity in the previous year. With this Company has completely provided for all the foreign currency derivative losses which the Company had on account of currency hedging transactions.

Explanation on Auditors’ reservation/qualification:

a. The Company is contesting few ongoing litigations refer note 9 - to the notes to accounts. The manner and timing of settlement of these disputes may stress the financial resources of the Company. Further in respect of factored invoices which are the subject matter of a dispute the Company has collected some factored invoices and retained the amounts with it, pending disposal of litigation : Settlement of these disputes on account of litigation and the Derivative losses shall be taken care of as and when they arise and PISL is having adequate resources to meet the same. In one of the case, PISL has already reached an arrangement for converting the liability into a long term loan payable over a period of six years, and in another case, there is a settlement for which the company has already in the process of arranging the funds. In the balance case, the company is hopeful that there will be adequate relief coming from out of the judgments and once this is obtained, Company has necessary resources to liquidate them and also it is expected that the promoters shall be infusing further capital into the Company.

b. During the year withdrawals were made in cash from the Company’s bank accounts aggregating to Rs.89 Lakhs as the amounts were used for spending on salaries of staff for software division. These expenses could not be explained satisfactorily by the Company : Company has Telecom Engineering Services as one of its segment which is an upcoming business segment and also software data centre projects from Nagaland and Haryana States. TES and these projects are man power oriented business and requires huge sums to be paid periodically (weekly) as wages at various sites all over India in cash. TES division has done approximately 88,000 sites all over the country. There were substantial cash requirements as these sites were in remote areas and the respective officials on their visit to the Head Quarters use to make requests and the same were complied with. We have received all these statements at the year end and the same were accounted for during the last days of the year end.

c. In respect of referral services availed from one party, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time in the absence of comparable transactions : Company is paying referral fees since last 4 / 5 years. As such the fee paid is at arms length.

d. Further the Company has entered into execution of contracts for supplies to be made to BSNL, against orders placed on the Company, on back to back basis retaining a margin of 1% for the Company; the normal margin retentions in such transactions is 1.6% : Company shall try to recover additional 0.6% from the sub contractor.

e. The Company did not have any overdue loans as at the end of the year other than the loans under litigation and crystallized liability of Rs.2887 Lakhs on discounted bills that were overdue at the year end : These were dues in FBD to a Bank which was crystallized. The same was subsequently paid.

Manpower Resources

The Company conducts business in six countries around the globe, and is continually adjusting its business according to technology changes and business demands. The Company therefore continually assesses its human resource needs to keep its services competitive in the global arena. Employment arrangements differ according to specific business needs and geographic location, but in all situations the objective is to utilize our resources in a flexible and cost-effective manner.

During the reporting period, the Company decreased its strength from 2,680 in the beginning of the period to 2,050 fulltime equivalents by the end of the period.

Utilization of FCCB Funds

During the fiscal year 2009-10, the Company utilized USD 4,815,000 for acquisition of business assets in the U.S. through its subsidiary.

Subsidiary and Joint Venture Companies

M/s. Prithvi Inc., as a Wholly Owned Subsidiary (WOS) located in the USA, has acquired U.S.-based business assets in areas targeted by the Company for inorganic growth. The Company also has established business operations in the Middle East via a joint venture called Prithvi Middle East WLL.

Legal Issues

As informed, the criminal complaint lodged by a Bank has been quashed stating that there is no criminality in the complaint and that the matter is of civil nature. Further Bank has approached DRT with its claim. Prima facie on two occasions, DRT has said Bank has suppressed material facts and obtained stay order which was vacated and in a rejoinder by the Bank, DRT once again stated that there are no new facts and that the Bank is only prolonging the litigation and as such dismissed with costs. The matter is under adjudication. Bank also approached AP High Court by filing winding up petition. The matter is pending.

A foreign supplier, who has already filed in the Court of Arbitration where the proceedings are ongoing, has approached the Courts in India by filing a criminal complaint on the Company and its officials. The same has been stayed by Hon. High Court of AP.

Directors

Dr. S. P. Narang who retires by rotation as a Director is eligible for reappointment.

Ms. Madhavi Vuppalapati, Whole time Director and Mr. Satish Kumar Vuppalapati, Managing Director are seeking reappointment for a further period of five years effective from 1st September, 2010 and 1st October, 2010 respectively. Necessary resolutions seeking approval of the members for the reappointment is incorporated in the Notice.

Auditors

M/s. V K Asthana & Company, Chartered Accountants, Hyderabad, Statutory Auditors of the Company retires at the Annual General Meeting and are eligible for reappointment.

Fixed Deposits

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

Report on Corporate Governance

A separate report on Corporate Governance along with the Certificate from the Statutory Auditor is attached and forms part of this Report.

Particulars of Employees

The information required under Section 217(2A) of the Act and the Rules made there under, is provided in an Annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under 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 an annexure to this Report.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the fiscal year 2009-10, the applicable Accounting Standards have been followed and there are no material departures;

ii. They have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgment and estimates that are reasonable and product so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the company for the financial year;

iii. There has been proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis.

Acknowledgements

The Directors wish to thank the members for their cooperation and reposing faith in the company and for their support to the Company. The Directors also thank the Company’s customers, business associates, vendors and bankers for their continuous support in the development of the company. The Directors also thank the Government of India and other concerned State Governments and agencies for their cooperation. In the least, the Directors place on record their appreciation for the contributions made by members and associates of the Prithvi family across the globe. Company places on record for the cooperation extended by the Banks.

For and on behalf of the Board of Directors

V. Satish Kumar S. Lalith Prasad

Managing Director Director

Hyderabad

September 02, 2010

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Mar 31, 2009

The Eleventh Annual Report on the business and operations of the Company and accounts for the Financial Year ended March 31, 2009 are as furnished here under:

Financial Results (In Rupees) 2008 - 09 2007 - 08

Gross Revenue 20,278,454,291 10,873,453,525 Operating Expenditure 19,466,955,680 9,732,871,097

Profit (PBIDT) 811,498,611 1,140,582,428

Interest 225,173,608 100,796,554

Depreciation 77,164,853 138,515,993

Profit before Tax 509,160,150 901,269,881

Provision for Tax 61,288,116 64,931,460

Profit after Tax and before prior period items 447,872,034 836,338,421

Priorperiod items 3,199,901 199,188,701

Net Profit 444,672,133 637,149,720

Balance brought forward from previous year 2,543,836,424 2,033,849,234

Amount available for appropriation 2,988,508,557 2,670,998,954

Appropriations

Interim Dividend - -

Proposed Dividend - 54,231,000

Tax 6n Dividend - 9,216,558

General Reserve - 63,714,972

Balance carried to Balance Sheet 2,988,508,557 2,543,836,424

Earning per Share Rs. 24.59 35.24

Interim Dividend (%) - -

Final Dividend (%) - 30

As all of you are aware that despite extending AGM till last date i.e. 31.12.2009, auditing of accounts of 2008- 09 could not be completed, the item "adoption of Accounts" has been postponed to the adjourned meeting of AGM to be held on 30.01.2010. The AGM held on 3i.12.2009 was to comply with provisions of Section 166 of Companies Act 1956. It is, therefore, brought to the notice of Members that having completed the Audit, the same are presented to the Members.

Dividend

The business during the year 2008-09 had shown a growth of 86.50% as compared with 2007-08. However, as the trends of the global economic turmoil and its effects of economic slowdown has its effects on your company. Your Directors are of the opinion that the surpluses have to be utilized judiciously to take care of any business slowdown which would be a measure to optimize the internal resources. In lieu of the above, the Directors had not recommended any dividend for the year 2008- 09. The Directors are optimistic that there would be a pick up in the economy and business will be in the growth path by the year end 2010. Keeping this in view, the dividends for the year 2008-09 is skipped for a better tomorrow.

Challenges Faced

The year 2008-09 was a turbulent period for IT industry. the year started at a sound footing but the global turmoil posed several challenges to your company, from the severe recession in USA resulting in economic slowdown the worst ever over last several decades. This had its impact on the companys operations also where by the receivables have got considerably delayed affecting the Working Capital of the Company. Further, due to the non reliable myth that has crept on IT industries about the slowdown and sustainability of the business your company had repaid close to Rs.121 crores of its working capital lendors.. •

Business Outlook

Your Company has been undergoing through a phase of restructuring and today we have divided your company into four divisions, (1) Information Technology (IT) Services (2) Telecom Engineering Services (TES), (3) Telecom Products (TP) and IT Consulting Services. It has been a great learning experience for your company and the Management recognized the urgent need to diversify from the US centric IT Consulting Services Business to Higher margin Business in USA and to other geographies. Towards this end, measures were taken and the success is expected in the coming years from Canada, South America (Brazil, Chile, etc..) Middle East Countries and in India. This strategy would diversify the geographic risk which the company is presently haying. There was also an increase in the revenues from India to the extent of 11.61% of the total revenues during the year 2008- 09 and we are confident that this will only increase in the years to come. Thus, the company has already put in place a plan to generate income from higher margin business and revenues from other countries. Despite this, USA will continue to be the biggest revenue earner for the company. However, the strategy for the coming years is to have at least 40% of revenue from other countries which includes India.

The Telecom Engineering Services and Telecom Products have begun in a big way in India and we plan to showcase the same get revenues from other geographies. Company has participated in several tenders and has wonorders against stiff competition and also has been the lowest tenderer in several bids in which it has participated and the orders are expected in the year 2009-10. Company has become an important partner with almost ,all the service providers in India,. South, America, Canada and Middle East such as BSNL, Ericsson, Nokia, Idea, Huwaei; etc. This division has also received several.Appreciation Certificates from these customers for the timely services rendered.

On IT Services, serious attempts are being made to increase the revenues to off shore, revenues which will enable Company to increase the margins. Company targeted USD 75 million to be achieved over the next two years from its off shore business. Company has set up R&D centre which is giving fruitful results where we have filed for 7 patents and 6 Publications and are in the process of filing atleast another 15 patents.

Operating Results

Despite the various challenges that company has faced during the period 2008-09, the total earnings of the company has been Rs.19,757 million (as compared with previous year - Rs.11,128 million) which constitutes 86.5% increase.

The Profit before Interest, Depreciation and Taxes for the year has been Rs.811.50 million (previous year - Rs.1140.59 million) representing 4.10% (previous year - 10.25%) of total revenue and the Net Profit has been Rs.444.67 million (Previous Year - Rs 637.15 million) which has a decrease of 30.20% as compared to Previous Year. Company had a major hit of crystallized losses of Rs.2474 millionon account of long hedging positions taken thereby leading to liquidity crunch because of cash payoffs and also defaults in making timely payment since operational funds cannot be diverted. Because of this, all the Banks which encouraged the hedging have stopped extending all the facilities which include working capital facility of Rs 146 Crores. Further, one of these banks have also taken up legally and filed suits against the Company. One of the Banks has even liquidated the shares of the Promoters which was kept as a Security for WC facility and adjusted the same towards FX losses. Company has countered all these.

Delay in conducting Annual General Meeting

There has been a considerable delay in calling for the Annual General Meeting because of non completion of the audit in time. The company has been posting the developments for the delay on its Website as well as on the Websites of Exchanges NSE & BSE. Your Directors would like to express sincere apologies for the delay Starting of business operations in Canada, Brazil and Middle East

The company has received several orders in the Telecom Engineering Services from these countries and these are being executed through the Special Purpose Vehicle (SPV) as it is a mandatory requirment to have a residential office in these countries for negotiating with the respective local authorities and also to continuously liaison with the authorities for obtaining the orders. Further in Middle East, the execution of the orders has been conducted through 3oint Venture with a local partner.

Man Power Resources

During the year 2008-09, Company has decreased its strength from 2,751 in the beginning of the year to 2,680 by the end of the year. Considerable employment opportunities have been provided to young Engineers in the Telecom segment: Further there is also an indirect employment which is being provided through the sub contractors, consultants, etc., for executing several Telecom Engineering Services such as RF, Installation and Commissioning and in Infra sectors.

IT segment continues to employ several youngsters who are coming out freshly from the colleges. The attrition "rate also has been considerably low. As a policy, companys development is investing in Human Resources for attaining the said growth levels. Company reposes lot of confidence in its Human Resources strength.

Achievements

Your Directors are happy to inform you that NASSCOM has ranked Prithvi as the 12th largest Software Services Company in the country in 2008-09, up from the 14th largest in 2007-08.

Ranked among Deloittes Technology Fast 50 India 2008. Company also received Appreciation Certificates from Huwaei for having completed the works in time.

Utilization of FCCB Funds

During the year 2008-09, Company has acquired assets

of M/s. Effigent, SRDGA by utilizing the FCCB Funds. Further, Company has identified some Companies / Assets of Companys for acquisition. Because of the economic slow down and huge losses on account of hedging positions taken by the Company, the purpose for which the FCCB funds are to be utilized cannot be used and hence Company started negotiations with the concerned to buy back the FCCBs and liquidate the debt so that there will be a healthy balance sheet.

Subsidiary and Joint Venture Companies

Your Company has M/s. Prithvi INC as a Wholly Owned Subsidiary (WOS) in USA and the main purpose of this WOS is to acquire and to identify potential companies in the areas where the company is interested to have an in organic growth and also be present in those segments. This WOS also has acquired another company viz., M/s. Agadia Systems as a WOS in USA. Besides the company also has a Joint Venture in Prithvi Middle East LLC for doing business in Middle East countries. Company has a majority stake in M/s. Walking Stick Solutions Pvt. Ltd. However, Management control rests with existing minority holders, who have not provided financials for the year , 2008-09. Hence, Financials of this subsidiary has not consolidated. Management initiated action against the Management with appropriate authorities on the ,violations as per the provisions of the Companies Act, 1956.

Legal Issues

Your Directors would like to inform that litigation against your Company which are pending at DRT and A.P. High Court filed by Deutsche Bank, Arbitration Petition filed by a supplier and in DRI on customs issue.

Directors

Retiring Directors

Mr. Omkar Srinivas Bhongir Director of the company retired by rotation at the Annual General Meeting held on 31.12.2009. Mr. Omkar Srinivas Bhongir expressed his inability to continue as Director as he is pre occupied with his own work. Your Company places on record the services rendered by Mr. Omkar Srinivas Bhongir and his valuable contribution made for the growth of the company. Company replaced him with Mr Chuck Chakravarthy, who is an economist and has long industrial and academic experience. Necessary resolutions seeking approval of the shareholders for the reappointment is incorporated in the Notice. Members in the AGM held on 31st December 2009 have approved the appointment of Mr Chuck Chakravarthy as Director of the Company.

Mr. G Srikanth Reddy, Wholetime Director submitted his resignation and accordingly board has accepted his resignation with effect from 31st December, 2009. Your Company places on record the services rendered by Mr. G Srikanth Reddy and his valuable contribution made for the growth of the Company.

Re appointment

Mr. S. Lalith Prasad who retires by rotation is eligible for reappointment. Necessary resolutions seeking approval of the shareholders for.the reappointment is incorporated in the Notice. Members in the AGM held on 31st December 2009 have approved the appointment of Mr Lalith Prasad as Director of the Company.

New Directors

Company received a notice from one of the Members. proposing to appoint Mr. Prithipal Singh as Director into the Board of Directors. Necessary resolutions seeking approval of the shareholders for the reappointment is incorporated in the Notice. Members in the AGM held on 31st December 2009 have approved the appointment of Mr Prithipal Singh as Director of the Company.

Auditors

M/s. V K Asthana & Company, Chartered Accountants, Hyderabad, Statutory Auditors of the Company retired at the Annual General Meeting and reappointed for the Financial Year 2009-2010.

Fixed Deposits

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

Report on Corporate Governance

A separate report on Corporate Governance along with the Certificate from the Statutory Auditor is attached and forms part of this Report.

Particulars of Employees

Information as required, under Section 217 (2A) of the Companies Act 1956, read with the Companies (particulars of Employees) Rules, 1975, as amended are given in the Annexure and forms part of,this Report.- The,Minist-ry. of Corporate Affairs has amended the the rules where by particulars of employees of Companies in Information Technology Sector, posted and, working .outside .India and not being directors or their relatives, need not be included in the statement but such particulars shall be furnished to the Registrar of the companies . Accordingly, the statement included in this report does not contain the particulars of employees posted and working outside India.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 217 (l)(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 an annexure to this Report.

Directors Responsibility Statement

Pursuant to the requirement of Section 217 (2AA) of ,the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2008-09, the applicable Accounting Standards have been followed and there, are no material departures;

ii. They have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgment and estimates that are reasonable and product so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the company for the financial year;

iii. They have been proper and sufficient care to the best of their knowledge and ability for the maintenance of adequatre accounting records in accordance with the provisions of the Companies Act 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis.

Acknowledgements

The Directors wish to thank the members for their cooperation and reposing faith in the company and for their support to the Company. The Directors also thank the Companys: customers, business associates, vendors and bankers for their continuous support in the development of the company The Directors also thank the Government of India and other concerned State Governments and its agencies for their cooperation. The Directors place on record their appreciation for the contributions made by member / associate of Prithvi family across the globe.

For and on behalf of the Board of Directors

Sd/- Sd/-.

V Satish Kumar S Lalith Prasad

Managing Director Director

Hyderabad January 23, 2010