Notes to Accounts of Teamo Productions HQ Ltd.

Mar 31, 2015

1. Company's Background

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

2.Rights, Preferences and restrictions attached to shares Equity Shares:

The Company has 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 any of the remaining assets of the company, after distribution of all preferential amount in proportion to their shareholding.

Redeemable Cumulative Preference Shares:-

The Board of Directors, pursuant to approval of the Shareholders, had allotted on March 30, 2012 70,00,000 4.5% Redeemable Cumulative Preference Shares of face value of Rs 10/- each to M/s Genesys International Corporation Limited (hereafter 'GICL') with the tenure of 3 year from the date of allotment. The Company, in view of its current financial position has requested the Board of Directors of GICL for extension of tenure of the above preference shares by another 3 years. On receipt of approval from the Board of Directors of GICL, the Company has extended tenure of the said Redeemable Preference Shares by 3 years, effective March 30, 2015; with the option given to the company to redeem it earlier.

3. CONTINGENT LIABILITIES:

PARTICULARS As at

March 31, 2015 March 31, 2014

Rs Rs

Contingent Liabilities

Estimated amount of claims against the company not acknowledged as debts in respect of :

Disputed Income Tax Matters 3,019,029 1,816,017

4. Disclosure requirements as per the Accounting Standard - 18 (AS - 18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India.

List of Related Parties:-

A. Wholly owned Subsidiary Company

M/s Genesys Enterprises Inc., USA

5. Employee Benefits :

Post-employment benefits plans

(a) Defined Contribution Plans -

In respect of the defined contribution plans, an amount of Rs Nil (Previous Year: Rs 25,830) has been provided in the Profit & Loss account for the year towards employer share of PF contribution.

(b) Defined Benefit Plans -

The Liability in respect of gratuity is determined for current year as per management estimate Rs 22,500 (previous year Rs 16,138 as per actuarial valuation) carried out as at Balance Sheet date. Amount recognized in profit and loss account Rs 6,362 (previous year Rs 20,174)

6. In accordance with the Accounting Standard - 22 (AS - 22) "Accounting for Taxes on Income" issued by the

Institute of Chartered Accountants of India, details of deferred tax assets estimated by the Company is given below -

7. The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS - 17 Segmental reporting.

The disclosure requirement in respect of secondary segment (geographical segment) as per the Accounting Standard - 17 is as under:

8. The Balance Sheet of the Subsidiary Company reflects diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

9. Exchange Differences

During the period realized and unrealized exchange loss amounting to Rs 33,354 (Previous Year: exchange gain of Rs3,76,001) is included in the profit and loss account.

10. Figures for the previous year have been re-grouped/re-classified wherever necessary to conform to current year's presentation.

---

Mar 31, 2014

1. Company''s Background

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

2. Rights, Preferences and restrictions attached to shares

Equity Shares:

The Company has 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 any of the remaining assets of the company, after distribution of all preferential amount in proportion to their shareholding.

Preference Shares:

Preference shares would be redeemable at par at the end of 3 years from the date of allotment i.e. 30th March, 2012, with a right vested in the Board to redeem earlier. These shares would carry a fixed cumulative dividend of 4.5% per annum payable at the time of redemption. The voting rights of the persons owning the said preference shares is in accordance with provisions of section 87 of the Companies Act, 1956.

3. Shares allotted as fully paid up pursuant to contract without payment being received in cash:

The Company allotted 57,84,378 Equity Shares of Rs. 10/- each as fully paid up to the shareholders of Genesys International Corporation Limited, pursuant to the scheme of demerger sanctioned by the High Court, Mumbai on 7th September, 2007 in the financial year 2007-08 and 16,77,500 Equity Shares of Rs. 10/- each were allotted as fully paid up in the financial year 2008-09 upon conversion of Equity Share Warrants into Equity Shares as per the provisions of scheme of demerger sanctioned by High Court, ''Mumbai, on 7th September, 2007.

4. Amount due to Micro, Small and Medium Enterprises :

As at March 31, 2014, no supplier has intimated the Company about its status as Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small & Medium Enterprises Development Act, 2006 (said Act) and to the best of the Company''s knowledge and belief, trade payables as at the year end do not include outstanding dues to parties or entities covered by the said Act.

5. CONTINGENT LIABILITIES:

(Rs. )

PARTICULARS As at As at MARCH 31, 2014 MARCH 31, 2013

Contingent Liabilities

Estimated amount of claims against the company not acknowledged as debts in respect of :

Disputed Income Tax Matters 18,16,017 26,09,120

6. Disclosure requirements as per the Accounting Standard - 18 (AS - 18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India.

7. Employee Benefits :

Post-employment benefits plans

(a) Defined Contribution Plans -

In respect of the defined contribution plans, an amount of Rs. 25,830 (Previous Year: Rs. 36,348) has been provided in the Profit & Loss account for the year towards employer share of PF contribution.

(b) Defined Benefit Plans -

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Profit & Loss account for the period in which they occur.

Deferred Tax Assets arising on account of fixed assets depreciation/amortization, provisions for employees'' benefits and doubtful debts etc. are not recognized in the absence of virtual certainty of future taxable income against which deferred tax assets can be set off.

8. The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS - 17 Segmental reporting.

9. The Balance Sheet of the Subsidiary Company reflects diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

10. Exchange Differences

During the period realized and unrealized exchange gain amounting to Rs. 3,76,001 (Previous Year: exchange loss of Rs. 5,35,948) is included in the profit and loss account.

11. Figures for the previous year have been re-grouped/re-classifie wherever necessary to conform to current year''s presentation.

---

Mar 31, 2013

1. COMPANY''S BACKGROUND

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

2. Disclosure requirements as per the Accounting Standard – 18 (AS – 18) "Related Party Disclosure” issued by the Institute of Chartered Accountants of India.

3. EMPLOYEE BENEFITS :

Post-employment benefits plans

(a) Defined Contribution Plans –

In respect of the defined contribution plans, an amount of Rs. 36,348 (Previous Year: Rs. 32,234) has been provided in the Profit & Loss account for the year towards employer share of PF contribution.

(b) Defined Benefit Plans –

i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Profit & Loss account for the period in which they occur.

4. The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS – 17 Segmental reporting.

5. EXCHANGE DIFFERENCES

During the period realized and unrealized exchange loss amounting to Rs. 5,35,948 (Previous Year: exchange gain of Rs. 35,62,194) is included in the profit and loss account.

6. The Balance Sheet of the Subsidiary Company reflects diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

7. Figures for the previous year have been re-grouped/re-classified wherever necessary to conform to current year''s presentation.

---

Mar 31, 2012

1. COMPANY'S BACKGROUND

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

Rights, Preferences and restrictions attached to shares Equity Shares:

The Company has 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 any of the remaining assets of the company, after distribution of all preferential amount in proportion to their shareholding.

Preference Shares:

Preference shares would be redeemable at par at the end of 3 years from the date of allotment i.e. 30th March, 2012, with a right vested in the Board to redeem earlier. These shares would carry a fixed cumulative dividend of 4.5% per annum payable at the time of redemption. The voting rights of the persons owning the said preference shares is in accordance with provisions of section 87 of the Companies Act, 1956.

Shares allotted as fully paid up pursuant to contract without payment being received in cash:

The Company allotted 57,84,378 Equity Shares of Rs. 10/- each as fully paid up to the shareholders of Genesys International Corporation Limited, pursuant to the scheme of demerger sanctioned by the High Court, Mumbai on 7th September, 2007 in the financial year 2007-08 and 16,77,500 Equity Shares of Rs. 10/- each were allotted as fully paid up in the financial year 2008-09 upon conversion of Equity Share Warrants into Equity Shares as per the provisions of scheme of demerger sanctioned by High Court, Mumbai, on 7th September, 2007.

Amount due to Micro, Small and Medium Enterprises :

As at MARCH 31, 2012 no supplier has intimated the Company about its status as Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small & Medium Enterprises Development Act, 2006 (said Act) and to the best of the Company's knowledge and belief, trade payables as at the year end do not include outstanding dues to parties or entities covered by the said Act.

2. EMPLOYEE BENEFITS :

Post-employment benefits plans

(a) Defined Contribution Plans -

In respect of the defined contribution plans, an amount of Rs. 32,234 (Previous Year Rs. 78,054) has been provided in the Statement of Profit & Loss for the year towards employer share of PF contribution.

(b) Defined Benefit Plans -

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Statement of Profit & Loss for the period in which they occur.

3. The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS - 17 Segmental reporting.

The disclosure requirement in respect of secondary segment (geographical segment) as per the Accounting Standard - 17 is as under:

4. EXCHANGE DIFFERENCES

During the period realized and unrealized exchange gain amounting to Rs. 35,62,194 (Previous Year exchange loss of Rs. 2,09,022) is included in the Statement of Profit & Loss.

5. The Balance Sheet of the Subsidiary Company reflects diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

6. The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of the financial statements. This has significantly impacted the disclosures and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classifications / disclosures.

---

Mar 31, 2010

I. Companys Background

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

1. Share Capital

During the year the Company has increased authorized

share capital from 8,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 8 crores, to 8,500,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 8,500 crore w.e.f. 30th December, 2009 in accordance with the resolution passed by the members in the Extra Ordinary General Meeting held on 30th December, 2009. The Company has paid filing fees (including late fee) and stamp duty amounting to Rs. 25,734,309.

The Company has allotted 1,100,000 Equity Shares of Rs. 10/- each fully paid up at a price of Rs. 18/- per share (including share premium of Rs. 8/- per share) to M/s Fortune Private Equity LLC, Abu Dhabi, UAE on preferential basis in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and resolution passed by the shareholders of the Company in the Extra Ordinary General Meeting held on 30th December, 2009. The funds raised through issue of the share capital are being utilized for general corporate purposes.

2. Contingent Liabilities

Contingent Liabilities Rs. Nil (Previous year Rs. Nil).

3. Disclosure requirements as per the Accounting Standard – 18 (AS – 18) "Related Party Disclosure" issued by The Institute of Chartered Accountants of India.

List of Related Parties:-

A. Wholly owned Subsidiary Company

M/s Genesys Enterprises Inc., USA

C. Principal Shareholder

M/s Kilam Holdings Ltd, Mauritius

D. Associate Enterprises

M/s Genesys International Corporation Ltd.

5. Employee Benefits :

Post-employment benefits plans

(a) Defined Contribution Plans –

In respect of the defined contribution plans, an amount of Rs. 235,044 (Previous Year Rs.290,485) has been provided in the Profit & Loss account for the year.

(b) Defined Benefit Plans –

(i) The liability in respect of gratuity and leave encashment is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit

4. Provision of Rs. 615,000 (Previous Year – Rs. 393,500) towards Minimum Alternate Tax (MAT) payable under section 115JB of Income Tax Act, 1961 has been made. The MAT payable by the company over and above the normal tax for the current year is allowed to be carried forward for a period up to next 10 years to be adjusted against the normal tax payable, if any, in those years.

5. (a) The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS – 17 Segmental reporting.

(b) The disclosure requirement in respect of secondary segment (geographical segment) as per the Accounting Standard - 17 is as under:

6. Exchange Differences

During the period realized and unrealized exchange loss amounting to Rs. 2,281,883 (Previous Year exchange gain of Rs. 3,307,980) is included in the financial statements.

7. The Balance Sheet of the Subsidiary Company reflects

diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

8. The Company has compiled this information based on current information in its possession. As at 31st March, 2010 no supplier has intimated the Company about its status as Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small & Medium Enterprises Development Act, 2006 (said Act) and to the best of the Companys knowledge and belief, sundry creditors as at the year end do not include outstanding dues to parties or entities covered by the said Act.

9. The Company is engaged in the business of rendering Engineering & IT based services. The development and sale of such services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956.

10. Figures for previous year have been re-grouped/re- classified wherever necessary to conform to current years presentation.