Notes to Accounts of Melstar Information Technology Ltd.

Mar 31, 2015

Note :

a) Clean Overdraft Facility and Cash Credit Facility is secured by equitable mortgage by deposit of title deeds of office premises of the Company situated at Andheri(Mumbai) and further secured by hypothecation of book debts/ receivables and other current assets of the Company.

b) Clean Overdraft Facility and Cash Credit Facility is repayable on demand subject to annual review. The rate of interest for Clean Overdraft Facility is Base Rate 5.70% and Base Rate 4.70% on Cash Credit Facility.

* Amount Written off in respect of Leasehold land for the period of lease which has expired.

** Building was revalued on 1st April, 2005 with reference to the fair market value; amount added on revaluation was Rs.76,558,113; the revalued amount substituted for historical cost on 1st April 2005 was Rs. 126,130,511, based on report issued by approved independent valuer.

Note:

1 Adjustments/ deductions include obsolete fixed assets discarded during the year. Cost Rs. 168758/- accumulated depreciation and amortization Rs. 168758/- (Previous year Cost Rs.405523/- and depreciation and amortization Rs 302100/-)

2 Consequent to enactment of the Companies Act, 2013 and its applicability w.e.f. 1st April 2014, the Company has reworked depreciation on the basis of the useful lives of assets as prescribed in Part 'C' of schedule II of the Act. As a result depreciation for the year ended 31st March, 2015 is lower by Rs.634,536 due to change in the useful lives of certain assets.

In case of assets where the remaining useful life as on 1st April 2014 is Nil, the carrying amount of such assets have been adjusted to the opening balance of Retained Earnings after retaining their residual value. Accordingly, a sum of Rs. 2,822,670 has been adjusted against Opening Reserves.

1. The Company, considering the erosion/substantial erosion in the net worth of its wholly-owned subsidiaries located at U.S.A., U.K. and Singapore, had made provision for diminution in the value of investments in the said subsidiaries aggregating to Rs. 214,674,767 (Previous year Rs.214,674,767) and for doubtful loans/advances given to said subsidiaries aggregating to Rs.114,306,058 (Previous year Rs.114,306,058) and also for doubtful debts being debts due from one of the step down subsidiary located at UK and a wholly-owned subsidiary located at U.S.A. of Rs.17,167,788(Previous year Rs. 17,167,788).

The two subsidiaries and one step down subsidiary, located at U.K. stands dissolved in the earlier year. Pursuant to application made to the Regulatory Authority, the name of the subsidiary located at Singapore had been Struck Off in the earlier year.

Consequent to such dissolutions/ struck off, the Company is in the process of seeking approvals from the Reserve Bank of India (RBI), for writing off these amounts from the books of account. The Company would make the necessary adjustments as and when approvals from the RBI are received. Such adjustments would have no impact on the Profit and Loss Account.

2. In the earlier year, the Company had given Inter Corporate Deposits to one party amounting to Rs. 17,854,503 including interest accrued thereon. This deposits is due for repayment for more than six months. Consequent to liquidation proceedings initiated against the said party, the Company has provided Rs.17,854,503 (including interest) towards doubtful advances, being Exceptional Item.

3. Consequent to enactment of the Companies Act, 2013 and its applicability w.e.f. 1st April 2014, the Company has reworked depreciation on the basis of the useful lives of assets as prescribed in Part 'C' of schedule II of the Act. As a result depreciation for the year ended 31st March, 2015 is lower by Rs.634,536 due to change in the useful lives of certain assets.

In case of assets where the remaining useful life as on 1st April 2014 is Nil, the carrying amount of such assets have been adjusted to the opening balance of Retained Earnings after retaining their residual value. Accordingly, a sum of Rs. 2,822,670 has been adjusted against Opening Reserves.

The deferred tax assets, not recognized as at the year end on the basis of prudence, would be accounted for in the subsequent year/years considering the requirements of the Accounting Standard (AS) 22 on " Accounting for Taxes on Income", regarding reasonable/virtual certainty and the accounting policy followed by the Company in this respect.

Note: Expenses of Foreign branches Rs. 1,038,339 (Previous year Rs. 10,326,758 ) have been included in the appropriate heads above.

*Excludes Service Tax

4. Additional information pursuant to the provisions of paragraph 5(ii)(d) part II of the revised schedule VI to the Companies Act, 1956. (To the extent applicable)

5. Related parties disclosures

1) Names of related parties and description of relationship:

i. Subsidiaries and step down subsidiary Melstar Inc.

Melstar Limited (Dissolved on 19th May, 2010)

Linkhand Support Limited (Dissolved on 12th August, 2008)

Melstar UK Limited (Dissolved on 26th April, 2011)

Melstar Singapore Pte. Limited (Struck Off as on 05th October, 2010)

ii. Key Management Personnel with whom Mr. P. V. R. Murthy (Non-Executive Director) (Up to 24th October, 2013)

the transactions have taken place during

Mr. Richard D'Souza (Chief Executive Officer and Manager) (Up to 22nd May,2013) &

the year (Managing Director) (Up to 09th December, 2013)

Mr. Vijay Mishra (Managing Director) (w.e.f.13th November, 2013)

Mr. Anil S. Korpe (Chief Financial Officer)

Mr. Vijaykumar H. Modi (Company Secretary)

iii. Enterprises Over which Key Birla Edutech Limited(Up to 25th June, 2013)

Management Personnel and / or their

Birla Power Solutions Limited (Up to 14th August, 2013)

relatives have significant influence with

Birla Global Corporate Limited whom the transactions have taken place during the year

** Interest bearing loan @7% p.a. up to March 31,2005, interest free thereafter and repayable by March 31, 2007 as per revised repayment schedule, as approved by the Board of Directors and intimated to Reserve Bank of India as per Foreign Exchange Management Act, 1999 (FEMA).

# Amounts outstanding as at March 31, 2015 stand fully provided for towards doubtful recoveries.

Note: There are no investments by the loaners in the shares of the parent company and /or subsidiary companies.

6. The Company has presented the data relating to its segments based on its consolidated financial statements, which are presented in the same annual report. Accordingly in terms of provisions of Accounting Standard (AS) 17 on 'Segment Reporting', no disclosures related to segments are presented in its stand-alone financial statements.

* Of these, Rs. 42,787,667 (previous year Rs. 42,787,667) has been provided towards doubtful recoveries. ** Fully provided towards doubtful recoveries (previous year Rs.71,954,100). Note: Figures in Brackets indicate previous year figures.

8. Post Employment Benefit Plans

(i) Defined contribution plans

The Company makes contributions towards provident fund to a Defined contribution retirement benefit plan for qualifying employees. The Provident Fund plan is operated by Regional Provident Fund Commissioner. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company recognized Rs. 5,486,908 (Previous year Rs. 5,164,474) for provident fund contributions in the Profit and loss account. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined benefit plan

The Company has Defined benefit plan for qualifying employees in respect of Gratuity benefits. The scheme provides for payment to vested employees as under:

On Normal retirement/early retirement/withdrawal/resignation:

As per the provisions of Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

On death in service:

As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of the present value of Defined benefit obligation for gratuity was carried out at March 31, 2015 by an actuary. The present value of the Defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

The liability towards short-term compensated absences is Rs. 1,626,427 (Previous year Rs. 1,343,503) is provided on actual basis.

Note:

Provision towards compensated absences made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value liability is Rs.771,437 (Previous year Rs.418,711 ) based upon the following assumptions:

9. Trade receivables, trade payables, short term loans and advances, other current assets and other current liabilities are subject to confirmation and reconciliation if any.

10. Previous year's figures have been regrouped wherever necessary, to correspond with the figures of the current year. Amounts and other disclosures for the preceding year are included as integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Figures have been rounded off to the nearest rupee.

---

Mar 31, 2014

1. Contingent Liability: (In rupees)

As at As at 31.03.2014 31.03.2013

(i) Claims against Company not acknowledged as debt and pending before the Courts in Mumbai. 457,392 387,620 The Company expects that the matter will be resolved in Company''s favour and no liability is expected.

(ii) Disputed ESIC Liability:

ESIC demand disputed and pending decisions before higher authorities. Amount paid there 135,627 135,627 against and included under "Short Term Loans and Advances" Note No. 13 Rs. 35,000 Previous year (Rs. 35,000)

(iii) Disputed Property Tax Liability:

Property Tax demand disputed and pending before the Court in Mumbai. Amount paid there 1,613,047 - against and included under " Short Term Loans and Advances" Note No.13 Rs.806,524 Previous year (Rs. Nil)

2. The Company, considering the erosion/substantial erosion in the net worth of its wholly-owned subsidiaries located at U.S.A., U.K. and Singapore, had made provision for diminution in the value of investments in the said subsidiaries aggregating to Rs. 214,674,767 (Previous year Rs.214,674,767) and for doubtful loans/advances given to said subsidiaries aggregating to Rs.114,306,058 (Previous year Rs.114,306,058) and also for doubtful debts being debts due from one of the step down subsidiary located at UK and a wholly-owned subsidiary located at U.S.A. of Rs.17,167,788(Previous year Rs. 17,167,788).

The two subsidiaries and one step down subsidiary, located at U.K. stands dissolved in the earlier year. Pursuant to application made to the Regulatory Authority, the name of the subsidiary located at Singapore had been Struck Off in the earlier year.

Consequent to such dissolutions/ struck off, the Company is in the process of seeking approvals from the Reserve Bank of India (RBI), for writing off these amounts from the books of account. The Company would make the necessary adjustments as and when approvals from the RBI are received. Such adjustments would have no impact on the Profit and Loss Account.

3. One of the Overseas Branch located at U.K., has been closed w.e.f. 22.07.2013. Consequently, the related exchange difference of Rs.744,755 accumulated in the Foreign Currency Translation Reserve, has been credited to Profit and Loss Account under "Other Operating Income", in accordance with AS-11(Revised) "The Effect of Changes in Foreign Exchange Rates".

4. The break-up of deferred tax assets as at 31st March, 2014 is as under:

The deferred tax assets, not recognised as at the year end on the basis of prudence, would be accounted for in the subsequent year/years considering the requirements of the Accounting Standard (AS) 22 on " Accounting for Taxes on Income", regarding reasonable/virtual certainty and the accounting policy followed by the Company in this respect.

FOB Value of Exports includes:

Software Services Exports Rs. 1,248,809 (Previous year Rs. 1,951,922) and Income from Software Services by foreign Branch Rs. 9,387,776 (Previous year Rs. 20,015,247)

5. Related parties disclosures

1) Names of related parties and description of relationship: i.

Subsidiaries and step down subsidiary :

Melstar Inc.

Melstar Limited (Dissolved on 19th May, 2010)

Linkhand Support Limited (Dissolved on 12th August, 2008)

Melstar UK Limited (Dissolved on 26th April, 2011)

Melstar Singapore Pte. Limited (Struck Off as on 05th October, 2010)

ii. Key Management Personnel with whom the transactions have taken place during the year :

i Mr. Yashovardhan Birla (Chairman)(Up to 06th November, 2012)

Mr. P. V. R. Murthy (Non-Executive Director)(Up to 24th October, 2013)

Mr. Richard D''Souza (Chief Executive Officer and Manager) (Up to 22nd May, 2013) (Managing Director) (Up to 09th December, 2013)

Mr. Vijay Mishra (Managing Director)(w.e.f.13th November, 2013)

iii. Enterprises Over which Key

Management Personnel and / or their relatives have significant influence with whom the transactions have taken place during the year

Birla Shloka Edutech Limited(Up to 06th November, 2012)

Birla Edutech Limited(Up to 25th June, 2013)

Birla Viking Travels Limited (Up to 06th November, 2012)

Birla Cotsyn India Limited(Up to 06th November, 2012)

Birla Power Solutions Limited (Up to 14th August, 2013)

Birla Global Corporate Limited

* Repayable on demand and interest free.

** Interest bearing loan @7% p.a. upto March 31,2005, interest free thereafter and repayable by March 31,2007 as per revised repayment schedule, as approved by the Board of Directors and intimated to Reserve Bank of India as per Foreign Exchange Management Act, 1999 (FEMA).

# Amounts outstanding as at March 31,2014 stand fully provided for towards doubtful recoveries.

Note: There are no investments by the loanees in the shares of the parent company and /or subsidiary companies.

6. The Company has presented the data relating to its segments based on its consolidated financial statements, which are presented in the same annual report. Accordingly in terms of provisions of Accounting Standard (AS) 17 on ''Segment Reporting'', no disclosures related to segments are presented in its stand-alone financial statements.

7. The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as follows:

Amount receivable in foreign currency on account of the following Of these, Rs. 42,787,667 (previous year Rs. 42,348,262) has been provided towards doubtful recoveries.

** Fully provided towards doubtful recoveries (previous year Rs.71,954,100).

Note: Figures in Brackets indicate previous year figures.

8. Post Employment Benefit Plans (i) Defined contribution plans

The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The Provident Fund plan is operated by Regional Provident Fund Commissioner. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company recognized Rs. 5,164,474 (Previous year Rs. 5,529,994) for provident fund contributions in the profit and loss account. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined benefit plan

The Company has defined benefit plan for qualifying employees in respect of Gratuity benefits. The scheme provides for payment to vested employees as under:

On Normal retirement/early retirement/withdrawal/resignation:

As per the provisions of Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

On death in service:

As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of the present value of defined benefit obligation for gratuity was carried out at March 31, 2014 by an actuary. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Note:

Provision towards compensated absences made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value liability is Rs.418,711 (Previous year Rs. 857,796 ) based upon the following assumptions:

The liability towards short-term compensated absences is Rs. 1,343,503 (Previous year Rs. 1,369,551) is provided on actual basis.

9. Disclosures relating to amounts payable as at the yearend together with interest paid / payable to Micro, Small and Medium Enterprises have been made in the accounts, as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent of information available with the Company determined on the basis of intimation received from suppliers regarding their status and the required disclosure are given below:

10. Trade receivables, trade payables, short term loans and advances, other current assets and other current liabilities are subject to confirmation and reconciliation if any.

11. Previous year''s figures have been regrouped wherever necessary, to correspond with the figures of the current year. Amounts and other disclosures for the preceding year are included as integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Figures have been rounded off to the nearest rupee.

---

Mar 31, 2013

1. The Company, considering the erosion/substantial erosion in the net worth of its wholly-owned subsidiaries located at U.S.A., U.K. and Singapore, had made provision for diminution in the value of investments in the said subsidiaries aggregating to Rs. 214,674,767 (Previous year Rs.214,674,767) and for doubtful loans/advances given to said subsidiaries aggregating to Rs.114,306,058 (Previous year Rs.114,306,058) and also for doubtful debts being debts due from one of the step down subsidiary located at UK and a wholly-owned subsidiary located at U.S.A. of Rs.17,167,788(Previous year Rs.17,393,388).

Out of the two subsidiaries located at U.K. one subsidiary stands dissolved in the earlier year and another stands dissolved in the previous year. The step down subsidiary was also dissolved in the earlier year. Pursuant to application made to the Regulatory Authority, the name of the subsidiary located at Singapore had been Struck Off in the earlier year.

Consequent to such dissolutions/ struck off, the Company is in the process of seeking approvals from the Reserve Bank of India (RBI), for writing off these amounts from the books of account. The Company would make the necessary adjustments as and when approvals from the RBI are received. Such adjustments would have no impact on the Profit and Loss Account.

Software Services Exports Rs. 1,951,922 (Previous year Rs. 3,203,139) and Income from Software Services by foreign Branch Rs. 20,015,247(Previous year Rs. 8,103,801)

Notes: Related party relationship is as identified by the Company and relied upon by the auditors.

* Repayable on demand and interest free.

** Interest bearing loan @7% p.a. up to March 31,2005, interest free thereafter and repayable by March 31, 2007 as per revised repayment schedule, as approved by the Board of Directors and intimated to Reserve Bank of India as per Foreign Exchange Management Act, 1999 (FEMA).

# Amounts outstanding as at March 31, 2013 stand fully provided for towards doubtful recoveries.

Note: There are no investments by the loaners in the shares of the parent company and /or subsidiary companies.

2. The Company has presented the data relating to its segments based on its consolidated financial statements, which are presented in the same annual report. Accordingly in terms of provisions of Accounting Standard (AS) 17 on ''Segment Reporting'', no disclosures related to segments are presented in its stand-alone financial statements.

* Of these, Rs. 42,348,262 (previous year Rs. 42,348,262) has been provided towards doubtful recoveries.

** Fully provided towards doubtful recoveries (previous year Rs.71,954,100).

Note: Figures in Brackets indicate previous year figures.

3. Post Employment Benefit Plans

(i) Defined contribution plans

The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The Provident Fund plan is operated by Regional Provident Fund Commissioner. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company recognized Rs. 5,529,994 (Previous year Rs. 6,775,404) for provident fund contributions in the profit and loss account. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined benefit plan

The Company has defined benefit plan for qualifying employees in respect of Gratuity benefits. The scheme provides for payment to vested employees as under:

On Normal retirement/early retirement/withdrawal/resignation:

As per the provisions of Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

On death in service:

As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of the present value of defined benefit obligation for gratuity was carried out at March 31, 2013 by an actuary. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

4. Trade receivables, trade payables, short term loans and advances, other current assets and other current liabilities are subject to confirmation and reconciliation if any.

5. Previous year''s figures have been regrouped wherever necessary, to correspond with the figures of the current year. Amounts and other disclosures for the preceding year are included as integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Figures have been rounded off to the nearest rupee.

Note:

Indian Rupee equivalent figures have been arrived at by applying the year end inter-bank Exchange Rate : 1 US$ = Rs. 54.395

---

Mar 31, 2012

Terms /Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

* Amount Written off in respect of Leasehold land for the period of lease which has expired.

** Building was revalued on 1st April, 2005 with reference to the fair market value; amount added on revaluation was Rs.76,558,113; the revalued amount substituted for historical cost on 1st April 2005 was Rs. 126,130,511, based on report issued by approved independent valuer.

Note:

1. Adjustments/ deductions include obsolete fixed assets discarded during the year. (Cost Rs.Nil accumulated depreciation and amortization Rs.Nil) (Previous year Cost Rs.66,180 and depreciation and amortization Rs 13,373)

2. Figures shown in brackets are in respect of Previous Period.

1. (i) In rupees As at 31.03.2012 As at 31.03.2011

Claims against Company not acknowledged as debt and pending before the Courts in 887,150 882,963

Mumbai. The Company expects that the matter will be re solved in Company's favour and no liability is expected.

(ii) Contingent Liability :

In rupees

Particulars As at 31.03.2012 As at 31.03.2011

Disputed ESIC Liability: 135,627 135,627

ESIC demand disputed and pending decisions before higher authorities. Amount paid there against and included under "Short Term Loans and Advances"

Note No.15 Rs.35,000 Previous year (Rs.35,000)

2. (a) The Company, considering the erosion/substantial erosion in the net worth of its wholly-owned subsidiaries located at U.S.A., U.K. and Singapore, had made provision for diminution in the value of investments in the said subsidiaries aggregating to Rs. 214,674,767 (Previous year Rs.214,674,767) and for doubtful loans/advances given to said subsidiaries aggregating to Rs.114,306,058 (Previous year Rs.114,306,058) and also for doubtful debts being debts due from one of the step down subsidiary located at UK and a wholly-owned subsidiary located at U.S.A. of Rs.17,393,388(Previous year Rs.17,393,388).

Out of the two subsidiaries located at U.K. one subsidiary stands dissolved in the previous year and another stands dissolved in the current year. The step down subsidiary was also dissolved in the earlier year. Pursuant to application made to the Regulatory Authority, the name of the subsidiary located at Singapore had been Struck Off in the previous year.

Consequent to such dissolutions/ struck off, the Company is in the process of seeking approvals from the Reserve Bank of India (RBI), for writing off these amounts from the books of account. The Company would make the necessary adjustments as and when approvals from the RBI are received. Such adjustments would have no impact on the Profit and Loss Account.

(b) A wholly-owned subsidiary located at UK, was dissolved during the year. Accordingly, in the previous year, Exceptional Item of Rs.1,517,688 on account of loan written back as no longer payable to said subsidiary, was credited to Profit and Loss Account.

The deferred tax assets, not recognized as at the year end, would be accounted for in the subsequent year/years considering the requirements of the Accounting Standard (AS) 22 on " Accounting for Taxes on Income", regarding reasonable/virtual certainty and the accounting policy followed by the Company in this respect.

FOB Value of Exports includes:

Software Services Exports Rs. 3,203,139 (Previous year Rs. 3,799,578) and Income from Software Services by foreign Branch Rs. 8,103,801 (Previous year Rs. 5,594,564)

* Repayable on demand and interest free.

** Interest bearing loan @7% p.a. up to March 31,2005, interest free thereafter and repayable by March 31, 2007 as per revised repayment schedule, as approved by the Board of Directors and intimated to Reserve Bank of India as per Foreign Exchange Management Act, 1999 (FEMA).

# Amounts outstanding as at March 31, 2012 stand fully provided for towards doubtful recoveries.

Note: There are no investments by the loaners in the shares of the parent company and /or subsidiary companies.

3. The Company has presented the data relating to its segments based on its consolidated financial statements, which are presented in the same annual report. Accordingly in terms of provisions of Accounting Standard (AS) 17 on 'Segment Reporting, no disclosures related to segments are presented in its stand-alone financial statements.

* Of these, Rs.42,348,262 (previous year Rs. 42,348,262) has been provided towards doubtful recoveries.

** Fully provided towards doubtful recoveries (previous year Rs.71,954,100).

Note: Figures in Brackets indicate previous year figures.

4. Post Employment Benefit Plans

(i) Defined contribution plans

The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The Provident Fund plan is operated by Regional Provident Fund Commissioner. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company recognized Rs. 6,775,404 (Previous year Rs. 6,335,783) for provident fund contributions in the profit and loss account. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined benefit plan

The Company has defined benefit plan for qualifying employees in respect of Gratuity benefits. The scheme provides for payment to vested employees as under:

On Normal retirement/early retirement/withdrawal/resignation:

As per the provisions of Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

On death in service:

As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of the present value of defined benefit obligation for gratuity was carried out at March 31, 2012 by an actuary. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

5. Trade receivables, trade payables, short term loans and advances, other current assets and other current liabilities are subject to confirmation and reconciliation if any.

6. Previous year's figures have been regrouped wherever necessary, to correspond with the figures of the current year. Amounts and other disclosures for the preceding year are included as integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Figures have been rounded off to the nearest rupee.

---

Mar 31, 2011

(i) Contingent Liability :

Rupees

Particulars As at 31.03.2011 As at 31.03.2010

Disputed ESIC Liability: 135,627 135,627

ESIC demand disputed and pending decisions before higher authorities. Amount paid there against and included under "Loans and advances" Schedule 10 (Rs.35,000) Previous year (Rs.35,000)

2. (a) The Company, considering the erosion/substantial erosion in the net worth of its wholly-owned subsidiaries (including a wholly-owned subsidiary located at Singapore which was Struck Off during the year and the two wholly-owned subsidiaries located at UK, one of which was dissolved during the year and another stands dissolved subsequent to the year-end), has made provision for diminution in the value of investments in the said subsidiaries aggregating to Rs. 214,674,767 (Previous year Rs.214,674,767) and for doubtful loans/advances and debts due from such subsidiaries (includes Rs.16,303,514 (Previous year Rs.16,303,514) being debts due from one of the step down subsidiary located at UK which was dissolved in the earlier year) aggregating to Rs. 131,699,446 (Previous year Rs. 131,699,446).

The Company is in the process of seeking approvals from the Reserve Bank of India (RBI) for writing off these amounts from the books of account. The Company would make thenecessary adjustments as and when approvals from the RBI is received.Such adjustments would have no impact on the Profit and Loss Account.

(b) A wholly-owned subsidiary located at UK, was dissolved subsequent to the year-end. Accordingly, Exceptional Item for the year of Rs.1,517,688 on account loan written back as no longer payable to said subsidiary, credited to Profit and Loss Account.

Notes:

1) Remuneration for the current year is the minimum managerial remuneration paid to one of the Directors for the period from 1st April, 2010 to 30th June, 2010, in accordance with Schedule XIII of the Companies Act, 1956 and is in accordance with the shareholders resolution.

2) The Company has received the approval of the Central Government under section 269, 198/309, 310 and 637AA of the Companies Act, 1956 vide its letter no. SRN No.A96579347/4/2011 – CL-VII dated 21st April, 2011 with respect to appointment and remuneration of a Manager of the Company for a period of three years from 5th May, 2010 to 4th April, 2013.

3) The above amount does not include remuneration paid by a foreign subsidiary company to one of the non executive director of the Company Rs. Nil (previous year Rs. 1,450,087).

4) In addition to the aforesaid remuneration, the Company has paid notice pay to an Executive Director Rs. Nil (Previous year Rs.750,000), in terms of service agreement with the said Director.

5) Since the employee wise break up of liabilities on account of retirement schemes based on actuarial valuation is not ascertainable, the amount relatable to Directors could not be included in above.

6. Additional information pursuant to the provisions of paragraphs 3 and 4D of part II of schedule VI to the Companies Act, 1956. (To the extent applicable.)

Notes:

1. Related party relationship is as identifi ed by the Company and relied upon by the auditors.

2. Previous year fi gures are given in brackets.

* Includes notice pay paid to an Executive Director Rs. Nil (Previous year Rs.750,000), in terms of service agreement with the said Director.

7. The Company has presented the data relating to its segments based on its consolidated fi nancial statements, which are presented in the same annual report. Accordingly in terms of provisions of Accounting Standard (AS) 17 on ‘Segment Reporting', no disclosures related to segments are presented in its stand-alone fi nancial statements.

8. Post Employment Benefit Plans

(i) Defined contribution plans

The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The Provident Fund plan is operated by Regional Provident Fund Commissioner. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company recognised Rs. 6,335,783 (Previous year Rs. 5,355,331) for provident fund contributions in the profit and loss account. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined benefit plan

The Company has defined benefit plan for qualifying employees in respect of Gratuity benefits. The scheme provides for payment to vested employees as under:

On Normal retirement/early retirement/withdrawal/resignation:

As per the provisions of Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

9. The Company achieved higher turnover during the current year, compared to the previous year. The Company has earned profit for the year and the net worth though eroded, continues to be positive. The Company continues its efforts for rationalization of resources to achieve maximum operational efficiencies and is further considering various business strategies/ avenues of growth in revenues. On that basis, the Company expects increase in its business operations, turnover and operational efficiencies in the subsequent period resulting in better margins and profitability.

10. The Company has received confirmations from few debtors/ creditors. Remaining Debtors/ Creditors are subject to confirmation and reconciliation if any.

11. Previous year's figures have been regrouped wherever necessary, to correspond with the figures of the current year. Amounts and other disclosures for the preceding year are included as integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Figures have been rounded off to the nearest rupee.

---

Mar 31, 2010

1 Contingent Liabilities in respect of :- Rupees

Particulars As at 31.03.2010 As at 31.03.2009

ESIC demand disputed and pending decisions before higher authorities. 135,627 135,627 Amount paid there against and included under "Loans and advances" Schedule 10 (Rs.35,000) Previous year (Rs.35,000)

Other claims against Company not acknowledged as debt and pending 695,982 91,286 before the Courts in Mumbai. The Company expects that the matter will be resolved in Companys favour and no liability is expected.

2. The Company, considering the erosion/substantial erosion in the net worth of its wholly-owned subsidiaries (including the wholly-owned subsidiary located at UK, in respect of which the Company Voluntary Arrangement (CVA) was completed during the previous year and which stands dissolved subsequent to the year-end), has made provision for diminution in the value of investments in the said subsidiaries aggregating to Rs. 214,674,767 (Previous year Rs.214,674,767) and for doubt- ful loans/advances and debts due from such subsidiaries aggregating to Rs. 131,699,446 (Previous year Rs.130,457,103). The Company is seeking approvals from the Reserve Bank of India (RBI) for writing off these amounts from the books of account. The Company would make the necessary adjustments as and when approvals from the RBI is received. Such adjustments would have no impact on the Profit and Loss Account.

3. The Company has presented the data relating to its segments based on its consolidated financial statements, which are presented in the same annual report. Accordingly in terms of provisions of Accounting Standard (AS) 17 on ‘Segment Reporting, no disclosures related to segments are presented in its stand-alone financial statements.

4. Post Employment Benefit Plans

(i) Defined contribution plans

The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. The Provident Fund plan is operated by Regional Provident Fund Commissioner. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

The Company recognised Rs. 5,355,331 (Previous year Rs. 4,761,437) for provident fund contributions in the profit and loss account. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(ii) Defined benefit plan

The Company has defined benefit plan for qualifying employees in respect of Gratuity benefits. The scheme provides for payment to vested employees as under:

On Normal retirement/early retirement/withdrawal/resignation:

As per the provisions of Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

On death in service:

As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.

5. The Company achieved higher turnover during the current year, compared to the previous year. Though the Company has incurred loss for the year, the net worth continues to be positive. The Company continues its efforts for rationalization of resources to achieve maximum operational efficiencies and is further considering various business strategies/ avenues of growth in revenues. On that basis, the Company expects increase in its business operations, turnover and operational efficiencies in the subsequent period resulting in better margins and profitability.

6. Previous years figures have been regrouped wherever necessary, to correspond with the figures of the current year. Amounts and other disclosures for the preceding year are included as integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Figures have been rounded off to the nearest rupee.