Patni Computer Systems Ltd

To,

The Members,

PATNI COMPUTER SYSTEMS LIMITED

Your Directors have pleasure in presenting their Thirty Third Annual Report togetherwith Audited statements of Accounts for the year ended 31 December 2010.

Financial Results

Business Performance

The performance of your Company during the year under report has shown improvement overthe previous year. Total revenue for the year ended 31 December 2010 amounted to `18,913million as against `17,349 million for the corresponding period last year, registering agrowth of about 9%. The Company has posted the Net Profits after tax to `6,551 million ascompared to `5,427 million for the corresponding period last year, registering a growth ofabout 21% for the year ended 31 December 2010. Even on a consolidated basis, revenues wereincreased in the current year 2010 by 1.33% to `31,881 million from `31,461 million in2009.The net income increased by 6%.

Dividend

The Board of Directors of your Company, on 13 August 2010, had approved the one time‘Special Interim Dividend’ of `63 per share, which was paid during the year.

In view of this payment of dividend, the Board of Directors do not recommend anyfurther dividend for the year 2010.

Economic Scenario and Outlook

NASSCOM Strategic Review 2011 states that the IT-BPO sector has become one of the mostsignificant growth catalysts for the Indian economy. In addition to fuelling India’seconomy, this industry is also positively influencing the lives of its people through anactive direct and indirect contribution to the various socio-economic parameters such asemployment, standard of living and diversity among others. The industry has played asignificant role in transforming India’s image from a slow moving bureaucraticeconomy to a land of innovative entrepreneurs and a global player in providing world classtechnology solutions and business services.

The sector is estimated to aggregate revenues of $88.1 billion in FY2011, with the ITsoftware and services sector (excluding hardware) accounting for $76.1 billion ofrevenues. During this period, direct employment is expected to reach nearly 2.5 million,an addition of 240,000 employees, while indirect job creation is estimated at 8.3 million.As a proportion of national GDP, the sector revenues have grown from 1.2% in FY1998 to anestimated 6.4% in FY 2011. Its share of total Indian exports (merchandise plus services)increased from less than 4.0% in FY1998 to 26.0% in FY2011.

Export revenues are estimated to gross $ 59 billion in FY2011 accounting for a 2million workforce.

IT services is expected to grow by about 3.5% in 2011 and 4.5% in 2012. While focus oncost control and efficiency/productivity remain, customers are also evaluating howinvestments in IT can impact further business goals —ROI led transformation - leadingto an increase in project-based spending. Services such as virtualization, consolidation,and managed services that focus on ROI in the short term will drive opportunities in themarket. Emerging Asian enterprises across multiple industries will continue to accelerateservices spending in their efforts to challenge existing global MNCs. Organizations willlook for alternative IT models - Cloud, on-demand services and SaaS — in order toreduce hardware infrastructure costs and provide scalability on demand.

Worldwide packaged software revenue is estimated to reach $ 297 billion in 2011, aY-o-Y growth of over 5%, led by emerging regions, such as APAC and LATAM. These regionsare expected to invest heavily in enterprise software initiatives as they continue toround out the IT infrastructure necessary to do business. Business Process Outsourcingspending is expected to be driven by analytical services, F&A and industry-specificBPO solutions.

In the future, the global IT-BPO industry is likely to go through a paradigm shiftacross five parameters:

Markets — Growth will be driven by new markets — SMBs, Asia, public sectorand government-influenced entities which will become a priority customer base.

Customers — Customers will demand ‘transformative’ value propositions,that go beyond lower-cost replication; as technology creates virtual supply chains,customers will require a seamless experience across time zones and geographies; increasingdemand for innovation and end-to-end transformation.

Service Offerings — Offerings that are high-end, deeply embedded in customer valuechains will emerge. Services and delivery will become location-agnostic leading to newopportunities such as design services in manufacturing, Remote Infrastructure Management(RIM), etc. Solutions for the domestic market will be a key focus area.

Talent — Government pressures to create local jobs and the need for localknowledge will alter the employee mix - a higher proportion of non-Indians withmultilingual and localized capabilities. There will be a much greater focus on ongoingdevelopment of specialized skills and capabilities.

Business Models — Driven by a focus on expertise and intellectual property,offerings will shift from piecemeal, technology-centric applications to a range ofintegrated solutions and higher-end services, spanning new service lines (e.g., green IT).

Suitably exploiting these emerging opportunities both in the global and domesticmarkets can help India reach $130 billion in IT-BPO revenues by FY2015, a CAGR of 14.0%.By FY2015, the Indian IT-BPO industry is expected to contribute about 7.0% to annual GDPand create about 14.3 million employment opportunities (direct and indirect).

Business Overview

Your Company is a leading Indian provider of information technology services. YourCompany delivers a comprehensive range of IT services through globally integrated onsiteand offshore delivery locations primarily in India, which the Company calls its globaldelivery model. Your Company offers its services to customers through industry-focusedpractices, including insurance, manufacturing retail and distribution, financial servicesand communications, media and utilities, and through technology-focused practices. Withinthese practices, your Company’s service lines include application development,application maintenance and support, packaged software implementation, infrastructuremanagement services, product engineering services, business process outsourcing andquality assurance services.

Your Company has in-depth knowledge in the industry and technology practices.Insurance, manufacturing, retail and distribution, communications, media and utilities andfinancial services accounted for 24.7%, 28.9%, 17.9% and 12.8% in 2008, respectively,29.7%, 29.0%, 13.5% and 12.8% in 2009, respectively and 30.3%, 30.3%, 11.2% and 11.6% in2010, respectively, of our revenues. Your Company’s technology practices offerresearch, design and development services for product engineering. Through the dedicatedsales and management teams in each of its industry and technology practices, your Companybelieves that it is able to provide better client service, effectively cross-sell servicesto its existing clients and develop new client relationships.

Your Company has a track record of successfully developing and managing large,long-term client relationships with some of the world’s largest and best knowncompanies. Your Company’s customer base has increased from 239 clients as of 31December 2006 to 297 clients as of 31 December 2010. Several of the Company’s keyexecutives are located in its client geographies to better develop and maintain clientrelationships at senior levels. Repeat business accounted for 93.0%, 94.0% and 94.6% ofthe Company’s revenues in 2008, 2009 and 2010.

Your Company has invested in new high-tech facilities, which the Company refers to as"knowledge parks", designed for expanding our operations and training of theCompany’s employees. Your Company has 243 sales and marketing personnel supported bydedicated industry specialists in 30 sales offices around the globe, including NorthAmerica, Europe, Japan and the rest of the Asia-Pacific region. Your Company’s keyperformance highlights are as follows:

Overall revenues for CY 2010 were at US$ 701.7 million, up by 7.0% YoY as compared toUS$ 655.9 million in CY 2009. Revenues for Q4 at US$ 183.0 million reflected a 2.4% growthsequentially.

Net income adjusted for extraordinary items was at US$ 125.8 million for the year,higher by 28.7% against US$ 97.8 million for 2009. Net income adjusted for extraordinaryitems was at US$ 31.8 million for the quarter and was sequentially higher by 10.8% fromUS$ 28.7 million.

• Your Company added 19 clients during Q4 taking its total number of activeclients to 297 at year-end, as compared to 272 at the end of 2009.

• During the year, your Company’s $1 million client relationships increasedto 99 as compared to 92 in 2009. Similarly, $5 million relationships also increased to 28as compared to 26 in 2009; and $50 million relationships increased to three as compared totwo in 2009. Percentage of repeat business continued to remain high at 94.6% for the year2010.

• Revenue contribution from your Company’s top customer reduced to 10.9% in2010 from 11.9% in 2009.

• Concentration from Top 10 customers reduced to 48.8% in 2010 from 49.7% in 2009.

• Insurance and MRD (manufacturing, retail and distribution) verticals continue tobe the highest contributors, generating 31.3% and 30.6%, respectively of the totalrevenue. In Q4 Company’s focus on expanding its service offerings continued, with thecontribution of BPO increasing significantly to 9.9% from 8.2% in Q3 2010.

• Revenues from the Americas were at 80.7% for year 2010, while the APACcontribution increased to 7.2%. Overall utilization remained stable at 75% as compared to2009, on a full-year basis. However, sequential utilization was lower at 72.4% from 74.0%due to planned fresher intakes.

• On 31 December 2010, our employee strength stood at 17,642 with an addition ofapproximately 1,086 employees over the last quarter and 3,647 during the last year.

Delivery Model

Your Company addresses its clients’ needs with its global delivery model, throughwhich your Company allocates resources in a cost-efficient manner using a combination ofonsite client locations in North America, Europe and Asia and offshore locations in India.Your Company believes an integral part of its delivery is its industry knowledge, whichyour Company refers to as its domain expertise.

Your Company refers to its own industry experts, business analysts and solutionsarchitects who are located primarily onsite with the client as our "domainwedge". These experts are supported by additional personnel who provide technicalservices onsite on a temporary basis, and by the Company’s trained professionalslocated normally at one or more of its nine offshore centers in India. Typically, at theinitial stage of a project, your Company provides services through its onsite industry andtechnology experts and its transient onsite delivery personnel. By applying its domainwedge approach, your Company delivers solutions that can be structured to scale to suitits clients’ needs. In certain cases your Company provides dedicated offshoredevelopment centers, set up for a particular client. Through these offshore developmentcenters your Company integrates its clients’ processes and methodologies and believeyour Company is better positioned to provide comprehensive and long-term support. YourCompany maximizes the cost efficiency of its service offerings by increasing the offshoreportion of the work as the client relationship matures. To complement its domain wedge,your Company has aligned a majority of its sales and marketing teams to focus on specificindustry sectors.

Industry Practices, Technology Practices and Service Lines

Your Company offers its services to customers through industry practices in insurance,manufacturing, retail and distribution, financial services and communications, media andutilities, as well as in other industries. Your Company also has technology practices thatoffer services in product engineering and for Independent Software Vendors, or ISVs. TheCompany’s industry practices and technology practices are complemented by its servicelines, which your Company develops in response to client requirements and technology lifecycles. The Company’s service lines include application development, applicationmaintenance and support, packaged software implementation, infrastructure managementservices, product engineering, business process outsourcing and quality assuranceservices.

Sales and Marketing

Your Company’s sales teams use a multi-pronged approach to market its services.They target certain industries and service lines through focused sales executives,geographies through regional sales executives and large clients through dedicated accountmanagers. Your Company has aligned a majority of its sales and marketing teams to focus onspecific industries and geographies. In addition to its sales executives, your Company hasindustry experts and solution architects who complement its sales efforts by providingspecific industry and service line expertise. Your Company’s sales efforts are alsosupported by its marketing professionals, who assist in brand-building and tracking itsexpertise.

Your Company’s senior management and dedicated account managers are activelyinvolved in managing client relationships and business development through targetedinteraction with multiple contacts throughout its clients’ organizations. YourCompany aims to develop its client relationships into partnerships by working closely withits clients’ managers and senior executives to formulate and execute an offshoreoutsourcing strategy, implement engagement models that suit their particular challengesand explore new service lines.

Your Company undertakes detailed periodic reviews to identify existing and prospectiveclients that it believes can develop into large, strategic clients. Your Company intendsto focus on adding more strategic accounts, which it defines as those who provide $5.0million or more in annual revenues or those with whom the Company believes it has thepotential to achieve such annual revenue amounts over a 24 to 30 month period. For eachstrategic client, a senior executive is identified and charged with managing the overallclient relationship and leading periodic reviews with the client.

Your Company has 30 sales offices across North America, Europe, Japan and the rest ofthe Asia-Pacific region and 243 sales and marketing personnel who are supported bydedicated industry specialists. Your Company sets targets for its sales personnel at thebeginning of each year, which are subject to periodic reviews. In addition to a basesalary, your Company’s compensation package for sales personnel includes anincentive-based compensation plan driven by achievement of the prescribed sales targets.

Your Company’s sales and marketing professionals help promote the"Patni" brand through targeted analyst outreach programs, trade shows, whitepapers, sponsorships, workshops, road shows, speaking engagements and global publicrelations management. Your Company believes that a stronger brand will facilitate itsability to gain new clients and to attract and retain talented professionals.

Personnel & Performance

Your Company strongly believes that its ability to maintain and continue its growthdepends to a large extent on its strength in attracting, developing, motivating andretaining the talent. The Company operates in seven major cities in India, which enablesthe Company to recruit technology professionals from different parts of the country. Thekey elements of the Company’s human resource management strategy include talentacquisition, learning and development, compensation and retention.

Your Company has established a work ethic based on values that transcend across itsglobal operations. The culture is oriented to high growth and performance that allows theCompany to attract, motivate and retain high quality talent worldwide. Abilities arerecognized with rewards for high performance.

Your Company uses its competitive recruitment program to select talent fromIndia’s premier engineering institutions. An adaptive business model and maturemanagement structure allow aggressive scalability without compromising on flexibility,responsiveness and reliability of services.

Your Company employed 14,894, 13,995 and 17,642 employees as of 31 December 2008, 2009and 2010, respectively. Out of 17,642 employees, 13,259 were software professionals as of31 December 2010. Of these software professionals, 2,482 employees were categorized asonsite and 10,777 as offshore. The geographic breakdown for our employees as of 31December 2010 was as follows:

Centers of Excellence

Your Company has developed internal "centers of excellence" to createexpertise in emerging technologies. Your Company currently has centers of excellence thatfocus on middleware integration, legacy systems modernization, business intelligence,Radio Frequency Identification (RFID), process consulting and service orientedarchitectures based on technologies such as J2EE and .NET. For example, your Company usesits center of excellence on legacy systems modernization to develop solutions for itsclients who want to maintain their current business-critical systems but at the same timewant to utilize the latest technologies for new systems. Your Company partners withleading technology vendors such as IBM and Microsoft to implement technology solutionssoon after they are made available in the market.

Facility Expansion

A key component of your Company’s global delivery model is the telecommunicationlinkages between client sites and our sites and between our distributed sites in India.Your Company has designed a global network architecture which provides clientconnectivity, offshore development center connectivity and internet connectivity. Thisnetwork provides seamless access and uses high availability networks and advanced routingprotocols for redundancy and availability. Although your Company relies on third parties,such as telecommunications providers and internet service providers to provide suchservices, your Company ensures that it has multiple service providers using multipleroutes and media to attain high levels of redundancy, availability and performance. YourCompany has dedicated teams to monitor the operations of its network operations 24 hours aday and seven days a week. Your Company uses encryption techniques for confidentiality ofdata as required.

Your Company’s principal executive offices are located at Mumbai, India. TheCompany’s North American headquarters are located in Cambridge, Massachusetts. Thesefacilities are used primarily for management functions and support functions such assales, marketing and general administration.

Your Company has state-of-the-art facilities in nine locations in India where ourtechnical staff is located and which serve as our primary delivery centers. We also haveimaging centers and distribution centers in the United States and in the United Kingdomfor handling the digital processing of documents.

Your Company currently has capacity for approximately 18,400 professionals at thesefacilities. As of 31 December 2010, your Company had used approximately 75% of itsexisting office space in its operations.

Your Company has approximately 150,000 square feet of leased software developmentfacilities in 5 countries outside India.

In keeping with the Company’s plans for expansion, your Company has constructednew facilities in India, which includes three knowledge parks in Chennai, Navi Mumbai andNoida. These knowledge parks have state-of-the-art infrastructure with extensive workspaceand training facilities and a modular design for ease of segregation of dedicated projectswith ability to provide scale and service to clients from one location. YourCompany’s Noida Knowledge Park was awarded the prestigious LEED Platinum (Leadershipin Energy and Environmental Design) rating jointly by the U.S Green Building Council andthe Indian Green Building Council for our Green IT-BPO Centre. This makes yourCompany’s Knowledge Park the second largest Platinum rated building in the world, andthe largest Platinum rated building outside the United States.

As of 31 December 2010, your Company had spent approximately $101.3 million on theknowledge parks. The estimated amounts (net of advances) remaining to be executed oncontracts in relation to capital expenditure for the construction of various facilities,aggregated approximately to $54.5 million as of 31 December 2010 which will be executedover a three year period. Your Company anticipates that expenditures for its expansionplans will total approximately $10 to $15 million in 2011.

In continuation of its policy to have the Company’s own campus operations, yourCompany has acquired land in Pune, Hyderabad and Kolkata in addition to its campuses inMumbai, Chennai and Noida. These facilities when fully built are expected to have aseating capacity for approximately 25,000 professionals.

Quality and Project Management

While quality always has been an integral part of your Company’s operations, yourCompany became formally certified and assessed for quality models in 1995.

Your Company started with ISO 9000-1994, underwent SEI-CMM Level 4 and 5 assessmentsand as of today are ISO 9001-2008 certified and are assessed for P-CMM Level 3 andSEI-CMMi Level 5. ISO 9001 is an international standard for quality management systemsmaintained by the International Organization for Standardization. The Capability MaturityModel (CMM) is a method for evaluating the quality of a company’s management andsoftware engineering practices, with Level 5 being the highest attainable certification.The CMM was developed by the Software Engineering Institute (SEI) at Carnegie MellonUniversity. The Software Engineering Institute subsequently released a revised versionknown as the Capability Maturity Model Integration (CMMi). Your Company has been using theSix Sigma Program to implement process changes including the above. Your Companycontinuously strives to better its quality management system with the help of industrybest practices and research findings. Your Company’s quality management systeminvolves the review and continuous improvement of software development and relatedprocesses, testing of work products and regular internal and external quality audits. YourCompany applies sophisticated project management and solution deployment methodologiesthat your Company has developed to help ensure timely, consistent and accurate delivery ofIT solutions to its clients.

In 2010 your Company has received the following recognitions:

• Listed among the ‘Best 20 Leaders in Financial Services (Insurance)’in the 2010 Global Outsourcing 100, by IAOP.

• Named a ‘Niche Player’ in Gartner’s ‘Magic Quadrant for SAPERP Implementation Service Providers’ in the North America, 2010 Report.

• Named a ‘Niche Player’ in Gartner’s ‘Magic Quadrant for CRMService Providers’ in the North Americas, 2010 Report, as also in the Europe, 2010Report.

• Named the ‘IT Supplier of the Year’ 2010 (for the second consecutiveyear) by Weyerhaeuser, a leading provider of integrated forest products.

• Named the ‘Best Supplier for FY 2009-2010’ by ToshibaMitsubishi-Electric Industrial Systems Corp. Recognized as Genworth Financial’s‘2009 Strategic Supplier of The Year’.

• Ranked 40th amongst the ‘top technology providers for financialinstitutions’ in the ‘FinTech 100 — 2009’ list. Listed in the‘Global Services 100 — 2009’, instituted by Global Services and neoIT(Neogroup):

– Ranked 7th among ‘Top 10 best performing IT Infrastructure ServiceProviders’

– Ranked 8th among ‘Top 10 best performing IT Service Providers’.

Received BPO Excellence Awards hosted by ‘Stars of the Industry’ in thecategories:

– ‘BPO Organization of the Year’

– ‘Operational Excellence and Quality’

– ‘Social Change Agent’.

Patni ESOP 2003 (Revised 2009)

Your Company had introduced the Employees Stock Option Plan known as ‘Patni ESOP2003’. The Plan is being administered by the Compensation and Remuneration Committeeof Directors constituted as per SEBI Guidelines. The details of Options granted under thePlan are given in the Annexure to this Report.

Subsidiary Companies

The Company has wholly owned subsidiaries viz. Patni Americas, Inc., Patni ComputerSystems (UK) Limited, Patni Computer Systems GmbH, PCS Computer Systems Mexico SA de CVand Patni (Singapore) Pte. Ltd.

Patni Telecom Solutions, Inc. and CHCS Services Inc. are the subsidiaries of PatniAmericas, Inc., one of the Company’s main subsidiaries. CHCS Services Inc. wasacquired by Patni Americas, Inc., during the year 2010. (Effective 1 October 2010, PatniLife Sciences, Inc. has been merged with Patni Americas, Inc.) Patni Telecom Solutions (P)Limited and Patni Telecom Solutions (UK) Limited are subsidiaries of Patni TelecomSolutions, Inc. Patni Computer Systems (Czech) s.r.o. is the subsidiary of Patni ComputerSystems (UK) Limited.

During the year 2010, Patni Computer Systems Japan Inc. and Patni Computer Systems(Suzhou) Ltd were set up as subsidiaries of Patni (Singapore) Pte. Ltd.

In view of the above and by virtue of Section 4 of the Companies Act, 1956 the Companyhas following subsidiaries (Collectively to be referred as "SubsidiaryCompanies") i) Patni Americas, Inc.; ii) Patni Computer Systems (UK) Limited; iii)PCS Computer Systems Mexico SA de CV; iv) Patni Computer Systems GmbH; v) Patni(Singapore) Pte. Ltd.; vi) Patni Telecom Solutions, Inc.; vii) CHCS Services Inc.; viii)Patni Telecom Solutions (UK) Limited; ix) Patni Telecom Solutions (P) Limited; x) PatniComputer Systems (Czech) s.r.o.; xi) Patni Computer Systems Japan Inc.; and xii) PatniComputer Systems (Suzhou) Ltd.

The Company has been granted exemption for the year ended 31 December 2010 by theMinistry of Corporate Affairs vide its letter dated 23 February 2011 from attaching to itsBalance Sheet, the individual Annual Reports of each of its Subsidiary Companies. As perthe terms of the said letter, a statement containing brief financial details of theCompany’s subsidiaries for the year ended 31 December 2010 is included in the AnnualReport. The annual accounts of Subsidiary Companies and the related detailed informationwill be made available to any member of the Company / its Subsidiary Companies seekingsuch information at any point of time and are also available for inspection by any memberof the Company / its Subsidiary Companies at the Registered Office of the Company. Theannual accounts of the said Subsidiary Companies will also be available for inspection, asabove, at the registered offices of the respective Subsidiary Companies.

Acquisition of Controlling Stake in the Company by iGATE

On 10 January 2011, Pan-Asia iGATE Solutions and iGATE Global Solutions Limited("Acquirers") have entered into the Share Purchase Agreement and SecuritiesPurchase Agreement with the Promoters of the Company and General Atlantic MauritiusLimited ("PE Investor") to acquire 63.04% of the then Current Equity ShareCapital of the Company.

Accordingly, as required under the Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 1997 ("Regulations"), theAcquirers along with iGATE Corporation ("Person Acting in Concert"), underRegulation 10 and Regulation 12, made an Open Offer to acquire 27,085,565 sharesrepresenting 20%* of the diluted equity capital of the Company, at the Offer Price of`503.50 per share payable in cash.

The details of the acquisition are as follows:

* Percentage shareholding calculated based on the Diluted Equity Capital.

The total valid shares tendered under the Open Offer were 34,376,254 and the totalshares accepted under the said Offer are 27,085,565 amounting to an acceptance ratio of78%.

With the above acquisition, your Company has become a subsidiary of iGATE Corporation.

Reconstitution of the Board

In accordance of the Share Purchase Agreements and Securities Purchase Agreement dated10 January 2011, Mr. Gajendra K Patni and Mr. William O Grabe (along with Mr. AbhayHavaldar, as an alternate director) resigned as directors of the Company w.e.f. 8 February2011.

Mr. Phaneesh Murthy and Mr. Shashank Singh were appointed as the Additional Directorsof the Company w.e.f. 8 February 2011. Pursuant to provisions of Section 260 of theCompanies Act, 1956, they shall hold their office till the ensuing Annual General Meetingof the Company. In view of the same, it is proposed to appoint them as directors of theCompany in the forthcoming Annual General Meeting.

Mr. Pradip Shah, Mr. Ramesh Venkateswaran, Dr. Michael A Cusumano, Mr. Pradip Baijaland Mr. Louis Theodoor van den Boog have also tendered their resignations w.e.f. 12 May2011.

Mr. Jai S Pathak and Mr. Gran Lindahl were appointed as the Additional Directors ofthe Company w.e.f. 12 May 2011. Pursuant to provisions of Section 260 of the CompaniesAct, 1956, they shall hold their office till the ensuing Annual General Meeting of theCompany. In view of the same, it is proposed to appoint them as directors of the Companyin the forthcoming Annual General Meeting.

The Board, at their meeting held on 12 May 2011, has appointed Mr. Jai S Pathak as theChairman of the Board of Directors and also Chairman of the Company.

Mr. Jeya Kumar has ceased to be a Chief Executive Officer of the Company w.e.f. 12 May2011. He also ceased to be a Director of the Company w.e.f. 12 May 2011.

Mr. Phaneesh Murthy was appointed as a Chief Executive Officer & Managing Directorof the Company, subject to the statutory approvals. The resolution to this effect is beingproposed at the ensuing Annual General Meeting of the Company.

In accordance with the requirements of the Companies Act, 1956 and Articles ofAssociation of the Company, Mr. Arun Duggal and Mr. Vimal Bhandari are liable to retireand eligible for reappointment in the forthcoming Annual General Meeting.

Corporate Governance

Your Company follows the principles of the effective corporate governance practices.The Clause 49 of the Listing Agreement deals with the Corporate Governance requirementswith which every publicly listed Company is required to comply with. The Company has takensteps to comply with the requirements of revised Clause 49 of the Listing Agreement withthe Stock Exchanges.

A separate section on Corporate Governance forming part of the Directors’ Reportand certificate from the Company’s Auditors confirming the compliance of conditionson Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included inthe Annual Report.

Particulars of Employees

Particulars of employees as required under the provisions of Section 217 (2A) of theCompanies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, asamended, forms part of this Report. However, in pursuance of Section 219(1)(b)(iv) of theCompanies Act, 1956, this Report is sent to all the Members of the Company excluding theaforesaid information and the said particulars are made available at the registered officeof the Company. The members desirous of obtaining such particulars may write to theCompany Secretary at the registered office of the Company.

Fixed Deposits

Your Company has not accepted any fixed deposits from the public. As such, no amount ofprincipal or interest is outstanding as of the balance sheet date.

Auditors

M/s B S R & Co., Chartered Accountants, the present statutory auditors of theCompany holds office until the conclusion of the ensuing Annual General Meeting. M/s B S R& Co., have expressed their unwillingness to be appointed as the statutory auditors ofthe Company. In view of the same, the Board of Directors of the Company, on therecommendation of the Audit Committee of the Company, has proposed to appoint M/s S.R.Batliboi & Associates, Chartered Accountants as statutory auditors of the Company.Accordingly, M/s S.R. Batliboi & Associates are proposed to be appointed as thestatutory auditors of the Company at the ensuing Annual General Meeting of the Company.M/s S.R. Batliboi & Associates, under section 224(1) of the Companies Act, 1956,furnished the certificate of their eligibility for appointment.

Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on therepresentation received from the Operating Management, confirm that: (a) in thepreparation of the annual accounts, the accounting standards have been followed and thatthere is no material departure;

(b) they, in selection of accounting policies, have consulted the Statutory Auditorsand have applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat 31 December 2010 and the Profit of the Company for the period 1 January 2010 to 31December 2010; (c) they have taken proper and sufficient care, to their best of knowledgeand ability, for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and (d) they have prepared theannual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo:

A) Conservation of Energy

Your Company consumes electricity mainly for the operation of its computers. Though theconsumption of electricity is negligible as compared to the total turnover of the Company,your Company has taken effective steps at every stage to reduce consumption ofelectricity.

B) Technology Absorption

This is not applicable to your Company as it has not purchased or acquired anyTechnology for development of software from any third party.

C) Foreign Exchange Earnings/Outgo

Acknowledgements

Your Directors wish to convey their appreciation to all the Company’s employeesfor their performance and continued support. The Directors would also like to thank allthe shareholders, consultants, customers, vendors, bankers, service providers andgovernmental & statutory authorities for their continued support.

For and on behalf of the Board of Directors

Information as on 31 December 2010

* Including options granted to employees, who have separated.

** Net of options lapsed.

*** As per the Plan, in the event of resignation from employment, the options lapse forindividual employee. However, the said options are available to the Company for reissue.

**** For options outstanding