Notes to Accounts of PCS Technology Ltd.

Mar 31, 2023

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 share 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.

The above Long term borrowings include:

a) 39,75,000 (Previous Year - 39,75,000) 9% Preference Share of Rs.10 each (Redeemable, Non-Convertible & Non-Cumulative) carried at amortised cost

b) Terms/ Rights attached to Preference Shares:

The Company has only one class of preference shares having a par value of Rs.10 per share, alloted on 31st January 2013 and redeemable in the 12th and 13th year from the date of allotment or earlier, shall be redeemable at such redemption price including premium not exceeding Rs. 125/- per share (i.e total repayment of max of Rs 4,968.75) having regard to the financial conditions of the Company, at the time of redemption , as the Board of Directors may decide. Each holder of preference share is entitled to one vote per share. In the event of liquidation of the company, before any entitlement of assets to holders of equity shares, the holders of preference shares will be entitled to receive remaining assets of the company, after distribution of all other preferential amounts. The distribution will be in proportion to the number of preferencial shares held by the shareholders.

Board of Directors of the Company vide a circular resolution dated 13-March-2023 has approved the payment of 9% dividend aggregating to the value of Rs. 35.78 lakhs on 3975000- 9% Redeemable, Non-Convertible, Non-Cumulative Preference Shares (Preference Shares) of Rupees 10/- each fully paid up to the Preference Shareholders of the Company. The dividend on preference shares amounting to Rs.35.78 lakhs (dividend distribution tax is not applicable) has been paid on 13-March-2023 as per sec 123 of the Companies Act, 2013.

26. (a) Contingent Liability (in the current year as well as in previous year)

On Account of Custom Duty:

The Company has received a Show Cause Notice from Director of Revenue Intelligence demanding Rs. 215.41 lakhs u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr2006 - Mar2007.

Status:

The proceedings are pending before Commissioner of Customs, Delhi. On the basis of the legal opinion obtained, the matter has merits in favor of the Company. The Company has deposited Rs. 50 lakhs as pre-deposit under protest.

On Account of Redemption of Preference Shares:

With reference to note no 13(a) wherein a liability on account of payment of premium on redemption of 39,75,000 Redeemable Non-cumulative Preference shares has been stated. In terms of Letter of Offer for the preference shares ,the premium on redemption would not exceed Rs.125 per preference shares totalling to maximum Liability on account of redemption not exceeding Rs.4968.75 lakhs. The Board of Directors may decide at the time of redemption having regards to the Financial resources of the company.. The Company’s management is of the opinion that liability in respect of these premium on preferernce shares (if any payable) shall be provided in books of account at the time of redemption , as the same will be dependent upon Financial ability of the company at the time of redemption.

(b) In respect of R&T activities undertaken by the Company in earlier years, the Company has been advised that the Company has good, valid and substantial defence in Suit No.1494 of 1997 filed by State Bank of India in the City Civil Court in Ahmedabad against the Company and IDBI (issuer of Incentive warrants) for the recovery of Rs.503.38 lakhs with interest @21.50% p.a. This case was dismissed in the year 2009 by the said Court. SBI has filed condonation of delay application in the year 2010 which has been granted by the court and is being perused in the said Court at Ahmedabad. In view of the this the Company has not made any provision in respect of this litigation against the Company.

27. i. Pursuant to Para D5 of Ind AS 101, the company has exercised option to consider fair value on the date of transition as deemed cost for buildings. Rest all

other assets are accounted as per Ind AS.

e) Unrecognized temporary differences

The Company has not recognized deferred tax liability associated with fair value gains on equity share measured at OCI as based on Management projection of future taxable income and existing plan it is not probable that such difference will reverse in the foreseeable future.

32 EMPLOYEE BENEFIT OBLIGATIONS Funded Scheme

a) Defined Benefit Plans:

Gratuity

The Company operates a gratuity plan through the ‘PCS TECHNOLOGY LIMITED Employees Gratuity Trust’. Every Employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.

Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

i) Asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments is in fixed income securities with high grades and in government securities. These are subject to interest rate risk. The Company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The Company intends to maintain the above investment mix in the continuing years.

Expected contributions to post-employment benefit plans for the year ending March 31,2023 is NIL’

b) Defined contribution plans:

Amount of Rs.1.52 lakhs (March 31,2022: Rs.1.00 lakhs ) is recognized as expense and included in the Note 21 ‘Salary and Wages’.

c) Provident fund:

The Company makes monthly contribution to Government approved Provident Fund.

d) Compensated absences amount of Rs.0.08 lakhs (March 31,2022: Rs.0.51 lakhs) is recognized as expense and included in the Note 21 “Salaries & Wages”

Fair Value Heirarchy

This section explains the judgement and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the Financial Statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

There were no transfers between any levels during the year:

Level 1:

Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have a quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value (NAV).

Level 2:

The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3:

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

b) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

i) the use of quoted market prices or dealer quotes for similar instruments

ii) the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.

iii) the fair value of forward foreign exchange contracts are determined using forward exchange rates at the Balance Sheet date

iv) the fair value of foreign currency option contracts is determined using the Black Scholes valuation model.

v) the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 1 and 2.

c) Valuation processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO).

The carrying amounts of trade receivables, trade payables, other receivables, short-term security deposits, bank deposits with more than 12 months maturity, capital creditors and cash and cash equivalents including bank balances other than cash and cash equivalents are considered to be the same as their fair values due to the current and short-term nature of such balances.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

34 CAPITAL MANAGEMENT Risk management

The primary objective of the Company’s Capital Management is to maximise shareholder value. The Company monitors capital using Debt-Equity ratio, which is total debt divided by total capital plus total debt.

For the purposes of the Company’s capital management, the Company considers the following components of its Balance Sheet to be managed capital:

Total equity as shown in the Balance Sheet includes General reserve, Retained earnings, Share capital, Security premium. Total debt includes current debt plus non-current debt.

35 EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

a) Gross amount spent by the Company for the period from FY 2014-15 to FY 2018-19 is Rs.63.10 lakhs. The provisions of CSR are not applicable in FY 202021 FY 2021-22 and FY 2022-23.

36 Transaction with Companies Stuck off by ROC u/s 248 of the Companies Act during the year - NIL

37 REGROUPED | RECAST | RECLASSIFIED

Figures of the earlier year have been reclassified to conform to Ind AS presentation requirements.

38 ROUNDING OFF

All figures are rounded off to the nearest lakhs.

39. Segment Reporting:

The Company is engaged mainly in IT & related FMS services, as such it is the only reportable business segment. The export sales of the company are NIL and hence there is single reportable geographical segment.

41.2 Details of Investment by the Loanee in the shares of the company:

None of the Loanee have made investments in the shares of the company.

42. Figures for the previous year have been regrouped/ rearranged wherever necessary.

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Mar 31, 2016

a) 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 share 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.

b) Terms/ Rights attached to Preference Shares:

The Company has only one class of preference shares having a par value of Rs.10 per share, redeemable in the 12th and 13th year from the date of allotment or earlier as the Board of Directors may decide. Each holder of preference share is entitled to one vote per share. In the event of liquidation of the company, before any entitlement of assets to holders of equity shares, the holders of preference shares will be entitled to receive remaining assets of the company, after distribution of all other preferential amounts. The distribution will be in proportion to the number of preferential shares held by the shareholders.

Note:

In the FY 2014-15, the profit on revalued assets, to the extent of revalued portion had been transferred from Revaluation Reserve to General Reserve, net of current and deferred tax charge.

1. Exceptional Item

The Scheme of Amalgamation and Arrangement (the ‘Scheme’) under sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 and section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, was approved by the Hon’ble High Court of Judicature at Bombay vide order dated 8th May 2015. On filing a copy of Hon’ble High Court Order with the Registrar of Companies, Pune, Maharashtra on 18th June 2015, the Scheme has became effective from the appointed date viz. 1st April 2014. The Scheme included, inter alia, amalgamation of Company’s wholly owned overseas subsidiary, PCS International Limited, Mauritius and adjustment of certain assets of the Company, in aggregate not exceeding Rs. 65 crores and consequential withdrawal from amounts standing in the balance in Securities Premium Account, Capital Reserve Account, General Reserve Account and surplus available in the Profit and Loss Account, to be credited to the Profit and Loss of the financial year. Accordingly, the effect of the Scheme has been given as under:

a) PCS International Limited, Mauritius was a wholly owned subsidiary of the Company and was engaged in the business of computer hardware, IT and IT enabled services. The amalgamation has been accounted for as per the ‘purchase method’ as prescribed by Accounting Standard 14: Accounting for Amalgamations. All the assets and liabilities of PCS International Limited, Mauritius have been taken over w.e.f. the appointed date viz. 1st April 2014.

While giving effect to the Scheme, the deferred tax asset is recognized only to the extent the company has deferred tax liability against which such deferred tax asset can be recognized.

2. Employee Benefits:

a) Contribution to Provident Fund of Rs.1,78,74,459 (previous year Rs.2,30,11,688) is recognized as an expense and included in Contribution to Provident Funds etc. in the Statement of Profit and Loss.

b) Defined Benefit plans in respect of Gratuity and leave encashment - as per actuarial valuation.

The estimate of future salary increase, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

3. Note on Contingent Liability:

In respect of outstanding performance bank guarantees furnished to various customers against margin deposits as on 31st March 2016 is Rs.99,66,081 (Previous Year - Rs.3,25,06,983).

4. a) Status of statutory dues of service tax under disputes on category, where amount were paid under different category:

5 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.50,45,046 as recipient of services for the period Apr 2009 - Mar 2010.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

6 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.29,13,810 as recipient of services for the period Apr 2010 - Mar 2011.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

7 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.5,96,410 as recipient of services for the period Apr 2011 - Mar 2012.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

b) Status of statutory dues under disputes on which amount has not been paid:

8 The Commissioner Of Service Tax, Mumbai has passed an order confirming the demand of Rs.2,29,04,559 (Previous Year: Rs.4,69,24,929) u/s 73 of Finance Act 1994 purchase of software under category of Intellectual Property Rights for the period Dec 2004 - Mar 2009.

The Company has obtained the legal opinion that the software purchase does not attract provisions of Intellectual Property Rights under Service Tax Rules. The Company has filed an appeal before Appellate Tribunal, Mumbai and the Appellate Tribunal has granted the Stay Order on the said matter.

9 The Company has received a demand of Rs.19,12,633 from the Commissioner Of Central Excise, Pondicherry u/s 11A of Central Excise Act imposing Central Excise on pre-loading of software for the period Sept 2006 - Mar 2010.

The Company has filed an appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Chennai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Chennai.

10 The Company has received a demand of Rs.5,04,995 from the Commissioner Of Central Excise (Appeal), Vapi on the ground of irregular a ailment of Central Excise during the period Apr 2004 - Mar 2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmadabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmadabad.

11 The Company has received a demand of Rs.44,28,762 from the Commissioner Of Central Excise(Appeal), Vapi on the ground of irregular a ailment of Central Excise during April 2004 - March 2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmadabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmadabad.

12. The Company has received a Show Cause Notice from Director of Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr2006 - Mar2007.

The proceedings are pending before Commissioner of Customs, Delhi. On the basis of the legal opinion obtained, the matter has merits in favor of the Company. The Company has deposited Rs. 50 lakhs as pre-deposit under protest.

13. The Company has received an order of Rs.43,11,000 in FY 2006-07 from Commissioner of Central Excise (Appeal) Mumbai along with pre-deposit of Rs.15 lakhs on account of alleged non-submission of import documents of various goods under Project Import Regulation Act 1986.

The Company has filed as appeal before CESTAT Mumbai, on the grounds of merits of the case and proceedings are pending. The Hon’ble High Court of Judicature at Bombay has set aside the order of pre-deposit on appeal by the Company.

14. The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.25,21,282 on account of wrong a ailment of Cenvat Credit for the period Apr2012 - Mar2013.

The Company has filed its reply denying the demand on the merits and grounds.

15. Segment Reporting:

The Company is engaged mainly in Computer peripherals, software’s and related IT services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

16. related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

1. PCS Technology USA, Inc.

2. PCS Positioning Systems (India) Limited

3. PCS Infotech Limited, India

4. PCS International Limited, Mauritius

(amalgamated with its parent company PCS Technology Limited in current year)

B Other Related parties with whom there are transactions during the year.

a) Key Management Personnel

1. Mr. G.K.Patni (Chairman)

2. Mr. A.K.Patni (Vice Chairman)

3. Mr. H C Tandon (Managing Director & CEO)

b) Relatives of key management personnel

1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)

2. Mrs. Sadhana Patni (Wife of Mr. A.K. Patni)

3. Mr. Apoorva Patni (Director - Resigned w.e.f. 22/07/2015)

(Son of Mr. A.K.Patni)

4. Mr. Arihant Patni (Son of Mr. G.K. Patni)

5. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)

6. Sobhagmal M. Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

7. Estate of Late Sobhagmal M. Patni

8. Estate of Late Mrs Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or their relatives have significant influence)

1. Kalpavruksh Systems Limited - (Formerly known as Vraksh Technologies Limited)

2. Patni Healthcare Limited

Note: Previous year figures are shown in brackets

17. Details of Investment by the Loanee in the shares of the company:

None of the Loanee have made investments in the shares of the company.

18. Figures for the previous year have been regrouped/ rearranged wherever necessary.

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Mar 31, 2015

1. BASIS OF PREPARATION

These financial statements have been prepared in accordance with the generally accepted accounting principles in India, under the historical cost convention, except for certain revalued fixed assets, and on accrual basis. These financial statements comply in all material respects with the applicable Accounting Standards notified under the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 2013.

b) Terms/ Rights attached to Preference Shares:

The Company has only one class of preference shares having a par value of Rs.10 per share, redeemable in the 12th and 13th year from the date of allotment or earlier as the Board of Directors may decide. Each holder of preference share is entitled to one vote per share. In the event of liquidation of the company, before any entitlement of assets to holders of equity shares, the holders of preference shares will be entitled to receive remaining assets of the company, after distribution of all other preferential amounts. The distribution will be in proportion to the number of preferencial shares held by the shareholders.

2. Employee Benefits:

a) Contribution to Provident Fund of Rs.2,30,11,688 (previous year Rs. 1,95,70,530) is recognized as an expense and included in Contribution to Provident Funds etc. in the Statement of Profit and Loss.

3. Note on Contingent Liability:

In respect of outstanding performance bank guarantees furnished to various customers against margin deposits as on 31st March 2015 is Rs.3,25,06,983 (Previous Year - Rs.7,05,10,715).

4 a) Status of statutory dues under disputes on which amount has been paid:

1 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.50,45,046 as recipient of services for the period Apr2009 - Mar2010.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

2 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.29,13,810 as recipient of services for the period Apr2010 - Mar2011.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

3 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.5,96,410 as recipient of services for the period Apr2011 - Mar2012.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

b) Status of statutory dues under disputes on which amount has not been paid:

1 The Commissioner of Service Tax, Mumbai has passed an order confirming the demand of Rs.2,29,04,559 (Previous Year: Rs.4,69,24,929) u/s 73 of Finance Act 1994 purchase of software under category of Intellectual Property Rights for the period Dec2004 - Mar2009.

The Company has obtained the legal opinion that the software purchase does not attract provisions of Intellectual Property Rights under Service Tax Rules, and now is in process of filing appeal before Appellate Tribunal.

2 The Company has received a demand of Rs.19,12,633 from the Commissioner of Central Excise, Pondicherry u/s 11A of Central Excise Act imposing Central Excise on pre-loading of software for the period Sept2006 - Mar2010.

The Company has filed an appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Chennai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Chennai.

3 The Company has received a demand of Rs.5,04,995 from the Commissioner Of Central Excise (Appeal), Vapi on the ground of irregular availment of Central Excise during the period Apr2004 - Mar2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

4 The Company has received a demand of Rs.44,28,762 from the Commissioner Of Central Excise(Appeal), Vapi on the ground of irregular availment of Central Excise during April 2004 - March 2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

5 The Company has received a Show Cause Notice from Director of Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr2006 - Mar2007.

The proceedings are pending before Commissioner of Customs, Delhi. On the basis of the legal opinion obtained, the matter has merits in favor of the Company. The Company has deposited Rs. 50 lakhs as pre-deposit under protest.

6 The Company has received an order of Rs.43,11,000 in FY 2006-07 from Commissioner of Central Excise (Appeal) Mumbai on account of alleged non- submission of import documents of various goods under Project Import Regulation Act 1986.

The Company has filed as appeal before CESTAT Mumbai, on the grounds of merits of the case. The Hon'ble High Court of Judicature at Bombay has set aside the order of CESTAT dated 8th June 2006 for pre-deposit of Rs.15 lakhs.

7 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.25,21,282 on account of wrong availment of Cenvat Credit for the period Apr2012 - Mar2013.

The Company has filed its reply denying the demand on the merits and grounds.

5. "The Scheme of Amalgamation and Arrangement between PCS International Limited, Mauritius ('PIL Mauritius' or 'the Transferor Company') and PCS Technology Limited ('PTL' or 'the Company' or 'the Transferee Company') and their respective Shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, ("the Scheme") has been sanctioned by the Hon'ble Bombay High Court on 8th May, 2015.

The Scheme was approved by the Board of Directors in its meeting held on 21st May, 2014 and the Company received 'No Objection' letter in support of the Scheme from BSE Ltd, Pune Stock Exchange Ltd. Subsequently, the Scheme was approved by the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company on 23rd January, 2015. The Scheme inter-alia provides for the merger of PIL Mauritius into the Company and also provides for financial restructuring of the Company with respect to its unproductive activities. Accordingly, it proposed to write off certain stressed assets against the Securities Premium Account and other available reserves.

Currently, the Company is awaiting to receive the authenticated copy of the Order approving the Scheme from the Hon'ble Bombay High Court. Pursuant to receipt of the Order, the Company shall file the copy of the Order vide e-form INC 28 with the Registrar of Companies, Pune and also with the Regulatory Authority at Mauritius for the striking off the name of PIL Mauritius from their records.

The Appointed Date for the Scheme is 1st April 2014. However, as the Scheme would only be effective pursuant to striking off the name of the Transferor Company by Regulatory Authority at Mauritius, no effect of the Scheme has been given in the financial statements of the Company for FY 2014-15."

6. Segment Reporting:

The Company is engaged mainly in Computer peripherals, software's and related IT services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

6.1 Related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

1. PCS International Limited, Mauritius

2. PCS Technology USA, Inc.

3. PCS Positioning Systems (India) Limited

4. PCS Infotech Limited

B Other Related parties with whom there are transactions during the year.

a) Key Management Personnel

1. Mr. G.K.Patni (Chairman)

2. Mr. A.K.Patni (Vice Chairman)

3. Mr. H C Tandon (Managing Director)

b) Relatives of key management personnel

1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)

2. Mrs. Sadhna Patni (Wife of Mr. A.K. Patni)

3. Mr. Apoorva Patni (Director)

(Son of Mr. A.K.Patni)

4. Mr. Arihant Patni (Son of Mr. G.K. Patni)

5. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)

6. Sobhagmal M. Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

7. Estate of Late Mr. Sobhagmal M. Patni

8. Estate of Late Mrs Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or their relatives have significant influence)

1. Ashoka Computer Systems Private Limited

2. PCS Cullinet Private Limited

3. PCS Finance Private Limited

4. Kalpavruksh Systems Limited

5. Saulese Energija Limited

6. AAP & Associates, LLP

7. Patni Healthcare Limited

7.2 Details of Investment by the Loanee in the shares of the company:

None of the Loanee have made investments in the shares of the company.

8. Figures for the previous year have been regrouped/ rearranged wherever necessary.

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Mar 31, 2014

1. BASIS OF PREPARATION

These financial statements have been prepared in accordance with the generally accepted accounting principles in India, under the historical cost convention, except for certain revalued fixed assets, and on accrual basis. These financial statements comply in all material respects with the applicable Accounting Standards notified under the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

a) 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 share 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.

b) Terms/ Rights attached to Preference Shares:

The Company has only one class of preference shares having a par value of Rs. 10 per share, redeemable in the 12th and 13th year from the date of allotment or earlier as the Board of Directors may decide. Each holder of preference share is entitled to one vote per share. In the event of liquidation of the company, before any entitlement of assets to holders of equity shares, the holders of preference shares will be entitled to receive remaining assets of the company, after distribution of all other preferential amounts. The distribution will be in proportion to the number of preferencial shares held by the shareholders.

2. Note on Contingent Liability:

In respect of outstanding performance bank guarantees furnished to various customers against margin deposits as on 31st March 2014 is Rs. 7,05,10,715 (Previous Year - Rs. 13,69,30,473).

3. a) Status of statutory dues under disputes on which amount has been paid:

1 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner of Service Tax, Mumbai demanding Rs. 50,45,046 as recipient of services for the period Apr. 2009 - Mar. 2010.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

2 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner of Service Tax, Mumbai demanding Rs. 29,13,810 as recipient of services for the period Apr. 2010 - Mar. 2011.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

3 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner of Service Tax, Mumbai demanding Rs. 5,96,410 as recipient of services for the period Apr. 2011 - Mar. 2012.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

b) Status of statutory dues under disputes on which amount has not been paid:

1 The Commissioner of Service Tax, Mumbai has passed an order confirming the demand of Rs. 2,29,04,559 (Previous Year: Rs. 4,69,24,929) u/s 73 of Finance Act 1994 purchase of software under category of Intellectual Property Rights for the period Dec. 2004 - Mar. 2009.

The Company has obtained the legal opinion that the software purchase does not attract provisions of Intellectual Property Rights under Service Tax Rules, and now is in process of filing appeal before Appellate Tribunal.

2 The Company has received a demand of Rs. 19,12,633 from the Commissioner of Central Excise, Pondicherry u/s 11A of Central Excise Act imposing Central Excise on pre-loading of software for the period Sept. 2006 - Mar. 2010.

The Company has filed an appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Chennai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Chennai.

3 The Company has received a demand of Rs. 5,04,995 from the Commissioner of Central Excise (Appeal), Vapi on the ground of irregular availment of Central Excise during the period Apr. 2004 - Mar. 2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

4 The Company has received a demand of Rs. 44,28,762 from the Commissioner of Central Excise (Appeal), Vapi on the ground of irregular availment of Central Excise during April 2004 - March 2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

5 The Company has received a show cause Notice from Director of Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr. 2006 - Mar. 2007.

The proceedings are pending before Commissioner of Customs, Delhi. On the basis of the legal opinion obtained, the matter has merits in favor of the Company.

c) Status of statutory dues under disputes and settled during the current year:

1 In the current year the Appellate Tribunal Customs, Central Excise & Service Tax, Mumbai has passed the order in favor of the Company and set aside the demand of Rs. 20,20,103 which was earlier raised by Commissioner of Customs, Pune on Custom Duty on import of raw material used in manufacturing of copper cladlaminates for the period from 1997 - 2002.

2. "The Board of Directors in their meeting held on August 14, 2013 had approved the Scheme of Amalgamation & Arrangement between PCS Positioning Systems (India) Limited (''PPSIL'') and PCS International Limited, Mauritius (''PIL Mauritius'') and PCS Technology Limited (''PTL'' or ''the Company''). The Scheme inter-alia provided for the merger of PPSIL and PIL Mauritius into PTL effective from March 31, 2014 (Appointed Date). The Scheme also provided for write off of certain stressed assets against the Securities Premium Account and other available reserves. In terms of SEBI circular dated February 4, 2013 read with circular dated May 21, 2013, the Company had also obtained a No Objection Letter dated November 26, 2013 from BSE Limited, the designated Stock Exchange. Due to certain delays the Company did not proceed with the implementation of the Scheme. There were also certain developments impacting PPSIL, due to which the Board of the Company at their meeting held on May 21, 2014 decided to altered the Scheme (''Altered Scheme'') by (a) Withdrawing the merger of PCS Positioning Systems (India) Limited with the Company; and (b) Amending the Appointed Date to April 1, 2014. The Altered Scheme therefore provides for amalgamation of PCS International Limited, Mauritius (''PIL Mauritius'') with the Company and write off of certain stressed assets against Securities Premium Account and other available reserves. As the Scheme intends to adjust some assets using above Reserves, the adjustment does not impact on Statement of Profit & Loss of current year. The Company has already initiated steps to intimate Stock Exchanges & SEBI about the Altered Scheme which will also be subject to the approval of shareholders and relevant jurisdictional authorities.

4. Segment Reporting:

The Company is engaged mainly in Computer peripherals, softwares and related IT services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

5. Related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

1. PCS International Limited, Mauritius

2. PCS Technology USA, Inc.

3. PCS Positioning Systems (India) Limited

4. PCS Infotech Limited

B Other Related parties with whom there are transactions during the year.

a) Key Management Personnel

1. Mr. G.K.Patni (Chairman)

2. Mr. A.K.Patni (Vice Chairman)

3. Mr. H C Tandon (Managing Director & CEO)

b) Relatives of Key Management Personnel

1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)

2. Mrs. Sadhna Patni (Wife of Mr. A.K. Patni)

3. Mr. Apoorva Patni (Director)

(Son of Mr. A.K.Patni)

4. Mr. Arihant Patni (Son of Mr. G.K. Patni)

5. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)

6. Sobhagmal M. Patni HUF

(Mr.G.K.Patni & Mr. A.K.Patni are members of HUF)

7. Estate of Late Mr. Sobhagmal M. Patni

8. Estate of Late Mrs. Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or their relatives have significant influence)

1. Ashoka Computer Systems Private Limited

2. PCS Cullinet Private Limited

3. PCS Finance Private Limited

4. Kalpavruksh Systems Limited

5. Saulese Energija Limited

6. AAP & Associates, LLP

7. Patni Healthcare Limited

6. Figures for the previous year have been regrouped/ rearranged wherever necessary.

---

Mar 31, 2013

1. BASIS OF PrEPArATION

These fnancial statements have been prepared in accordance with the generally accepted accounting principles in India, under the historical cost convention, except for certain revalued fxed assets, and on accrual basis. These fnancial statements comply in all material respects with the applicable Accounting Standards notifed under the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

The Company has prepared its fnancial statements in accordance with Revised Schedule VI notifed under the Companies Act, 1956. The adoption of Revised Schedule VI does not impact recognition and measurement principles followed for preparation of fnancial statements. However it has signifcant impact on presentation and disclosures made in the fnancial statements.

2 In the previous year, pursuant to the scheme of arrangement under sections 391 to 394 read with sections 78, 100 to 104 and other applicable provisions of the Companies Act, 1956 as approved by Hon''ble High Court Of Judicature at Mumbai vide order dated 28/09/2012, the Company has charged Rs.7899.62 lacs being permanent reduction in the value of fxed and current assets and adjusted against Security Premium Reserves, Capital Reserve, General Reserve and Proft and Loss account.

3. Employee Benefts

a) Contribution to Provident Fund of Rs.20,340,368 (previous year Rs. 21,568,180) is recognized as an expense and included in Contribution to Provident Funds etc. in the Statement of Proft and Loss.

b) Defned Beneft plans in respect of Gratuity and leave encashment - as per actuarial valuation.

4. Issue of Preference Shares:

Pursuant to resolution passed in the Annual General Meeting of the Share Holders held on 21st December 2012, the Company has allotted 39,75,000; 9% Redeemable, Non-Convertible, Non-cumulative Preference Shares of Rs.10 each for cash at a premium of Rs.125 per share aggregating Rs.53,66,25,000 on private placement basis to the Promoters and Promoter companies of the Company on 31st January, 2013. The premium received on the aforesaid preference shares amounting to Rs.49,68,75,000 has been credited to "Securities Premium" account.

5. Note on Contingent Liability:

In respect of outstanding performance bank guarantees furnished to various customers against margin deposits as on 31st March 2013 is Rs.13,69,30,473 (Previous Year – Rs.174,626,913).

6. a) Status of statutory dues under disputes on which amount has been paid:

1 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.50,45,046 as recipient of services for the period Apr2009 - Mar2010.

The Company has fled its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

2 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.29,13,810 as recipient of services for the period Apr2010 - Mar2011.

The Company has fled its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

3 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.5,96,410 as recipient of services for the period Apr2011 - Mar2012.

The Company has fled its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

b) Status of statutory dues under disputes on which amount has not been paid:

1 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.4,69,24,929 on import of software under category of Intellectual Property Rights for the period Dec2004 – Mar2009.

The Company has obtained the legal opinion and fled its reply denying the demand as the Service Tax on this kind of service was not applicable.

2 The Company has received a demand of Rs.19,12,633 from the Commissioner Of Central Excise, Pondicherry u/s 11A of Central Excise Act imposing Central Excise on pre-loading of software for the period Sept2006 - Mar2010.

The Company has fled an appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Chennai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Chennai.

3 The Company has received a demand of Rs.5,04,995 from the Commissioner Of Central Excise (Appeal), Vapi on the ground of irregular availment of Central Excise during the period Apr2004 - Mar2005.

The Company has fled appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

4 The Company has received a demand of Rs.44,28,762 from the Commissioner Of Central Excise(Appeal), Vapi on the ground of irregular availment of Central Excise during April 2004 - March 2005.

The Company has fled appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

5 The Company has received a Show Cause Notice from Director of Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr2006 - Mar2007.

The Company is in process of fling suitable reply against the Show Cause Notice and the management expects favorable order. The proceedings are pending before Commissioner of Customs, Mumbai.

6 The Company has received a demand of Rs.20,20,103 from Commissioner of Customs, Pune demanding differential Custom Duty on import of raw material used in manufacturing of copper clad laminates for the period from 1997 - 2002.

The Company has fled appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Mumbai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Mumbai.

7. The management is reviewing its future business plan in view of the new market condition and certain decision taken in past. Consequently post completion of review exercise, the company will decide the road map including treatment of various asset.

8. Segment reporting:

The Company is engaged mainly in Computer peripherals, softwares and related IT services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

9.1 related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

1. PCS International Limited, Mauritius

2. PCS Technology USA, Inc.

3. PCS Positioning Systems (India) Limited

4. PCS Infotech Limited

B Other Related parties with whom there are transactions during the year.

a) Key Management Personnel

1. Mr. G.K.Patni (Chairman)

2. Mr. A.K.Patni (Vice Chairman)

3. Mr. H C Tandon (Managing Director)

b) Relatives of key management personnel

1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)

2. Mrs. Sadhna Patni (Wife of Mr. A.K. Patni)

3. Mr. Apoorva Patni (Director) (Son of Mr. A.K.Patni)

4. Mr. Arihant Patni (Son of Mr. G.K. Patni)

5. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)

6. Sobhagmal M. Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

7. Estate of Late Sobhagmal M. Patni

8. Estate of Late Mrs Kanchanbai Patni

c) Affliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)

1. Ashoka Computer Systems Private Limited

2. PCS Cullinet Private Limited

3. PCS Finance Private Limited

4. Kalpavruksh Systems Limited - (Formerly known as Vraksh Technologies Limited)

5. Saulese Energija Limited

6. AAP & Associates LLP

7. Patni Healthcare Limited

10 (a) Disclosure required by Clause 32 of the Listing Agreement:

Amount of loans and advances in nature of loans outstanding from subsidiaries - NIL 40 (b) Details of Investment by the Loanee in the shares of the company:

None of the Loanee have made investments in the shares of the company.

11. Figures for the previous year have been regrouped/ rearranged wherever necessary.

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Mar 31, 2012

1. Basis of preparation

These fnancial statements have been prepared in accordance with the generally accepted accounting principles in India, under the historical cost convention, except for certain revalued fxed assets, and on accrual basis. These fnancial statements comply in all material respects with the applicable Accounting Standards notifed under the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

During the year ended 31st March 2012, the revised Schedule VI notifed under the Companies Act, 1956 has become applicable to the Company, for preparation and presentation of its fnancial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of fnancial statements. However it has signifcant impact on presentation and disclosures made in the fnancial statements, the Company has also reclassifed the previous years fgures in accordance with the requirements applicable in the current year.

2.1) related parties disclosures:

A. Names of the related parties (where control exists) Subsidiary Companies:-

i PCS International Ltd., Mauritius

ii PCS Technology USA, Inc

iii PCS Positioning Systems (India) Ltd.

B. Other Related parties with whom there are transactions during the year

a) Key Management Personnel

i. Mr. G.K.Patni (Chairman) ii. Mr. A.K.Patni (Vice Chairman) iii. Mr. H.C. Tandon (Managing Director)

b) Relatives of key management personnel:-

i) Mrs. Rajnikanta Patni

(Wife of Mr. G.K.Patni)

ii) Mrs. Sadhna Patni

(Wife of Mr. A.K.Patni)

iii) Mr. Apoorva Patni (Director)

(Son of Mr. A.K.Patni)

iv) Mr. Arihant Patni

(Son of Mr. G.K.Patni)

v) Mrs. Raja Rani Gangwal

(Sister of A.K.Patni & G.K.Patni)

vi) Sobhagmal M.Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

vii) Estate of Late Mr. Sobhagmal M Patni

viii)Estate of Late Mrs Kanchanbai Patni

c) Affliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)

i) Ashoka Computer Systems Pvt Ltd

ii) PCS Cullinet Pvt Ltd

iii) PCS Finance Pvt Ltd

iv) Kalpavruksh Systems Ltd (Formerly known as Vraksh Technologies Ltd)

v) Saulese Energija Ltd

vi) AAP & Associates, LLP

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Mar 31, 2011

1. The current accounting year is for "12 months from 01.04.2010 to 31.03.2011. Figures of previous period are of 9 months from 01.07.2009 to 31.03.2010 and hence not directly comparable with figures of current year. The figures of the previous period have been re-grouped and/or rearranged wherever necessary.

2. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the.values stated, if realized in the ordinary course of business. The- provisions for depreciation and known liabilities are adequate and not in excess of the amounts reasonably necessary.

3. COMMITMENTS AND CONTINGENT LIABILITIES

(a) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for is NIL (previous year Rs 3,46,950/-), net of advances.

(b) Contingent Liabilities not provided.

i) On account of Bank guarantees - Rs. 243,422,580/- (Previous year Rs.434,340,612/-).

4. EMPLOYEE BENEFITS

a) Contribution to provident Fund of Rs.18,668,451/- {previous year Rs. 14,454,1211) is recognized as an expense and included in contribution to provident funds and other funds in the Profit and loss Account.

The estimate of future salary increase, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

5. The Legal and Professional fees includes payments of professional fees of Rs.796,070/- (previous year Rs. 496,3501-) to the firms in which some of the Directors of the Company are partners.

6. The Pune unit continues to manufacture Computer Systems while manufacturing of Copper Clad Laminates (CCL) remains suspended.

7. Additional information pursuant to the provisions of Paragraphs 3 & 4 of part II of Schedule VI of the Companies Act, 1956 are as under:-

8. Related parties disclosures:

A. Names of the related parties (where control exists) Subsidiary Companies:-

i PCS International Ltd., Mauritius ii PCS Technology USA, Inc iii PCS Positioning Systems (India) Ltd.

B. Other Related parties with whom there are transactions during the year

a) Key Management Personnel

i) Mr. G.K.Patni (Chairman) ii) Mr. A.K.Patni (Vice Chairman) iii) Mr.' H C Tandon (Managing Director)

b) Relatives of key management personnel:-

i) Mrs. Rajnikanta Patni (Wife of Mr. G.K.Patni) ii) Mrs. Sadhna Patni (Wife of Mr. A.K.Patni) iii) Mr. Apoorva Patni (Director) (Son of Mr. A.K.Patni) iv) Mr. Arihant Patni (Son of Mr. G.K.Patni) v) Mrs. Rajrani Gangwal (Sister of A.K.Patni & G.K.Patni) vi) Sobhagmal M.Patni HUF (Mr.G.K.Patni & Mr.A.K.Patni are members ofHUF) vii) Estate of Late Sobhagmal M Patni viii) Estate of Late Mrs. Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or relatives have significant influence)

i) Ashoka Computer Systems Pvt Ltd ii) PCS Cullinet Pvt Ltd iii) PCS Finance Pvt Ltd. iv) Kalpavruksh Systems Ltd (Formerly known as Vraksh Technologies Ltd) v) Saulese Energija Ltd

9 (b) Details of Investment by the Loanee in the shares of the company.

None of the Loanee have made investments in the shares of the company.

10 The Company is engaged mainly in Computer products and services viz., manufacture & trading of computers, peripherals, computer parts and maintenance of computers & related services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

11 Balance Sheet abstract and Company's general business profile pursuance to Para IV of Schedule VI to the Companies Act, 1956 is attached.

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Mar 31, 2010

1. The current accounting period is for 9 months from 01.07.2009 to 31.03.2010. Figures of previous year are for a period of 12 months ending on 30.06.2009 and hence not directly comparable with figures of current period. The figures of the previous years have been re-grouped and/or rearranged wherever necessary.

2. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the values stated, if realized in the ordinary course of business. The provisions for depreciation and known liabilities are adequate and not in excess of the amounts reasonably necessary.

3. Commitments and contingent liabilities

(a) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.346,9501- (previous year Rs 2,848,637/1, net of advances.

(b) Contingent Liabilities not provided.

i) On account of Bank guarantees - Rs. 434,340,612/- (Previous year Rs.491,240,920/-).

ii) In respect of R&T activities, Vijaya Bank has filed an application No 1627 of 2000 for Rs 4,538,000/- alongwith interest in the Debt Recovery Tribunal, Mumbai. In this litigation, the Company is second defendant .The Company has been advised thet it has a good defense, accordingly; the Company has not made any provision in respect of this litigation.

4. The Legal and Professional fees includes payments of professional fees of Rs. 486,350I- (previous year Rs. 875,0401-) to the firms in which some of the Directors of the Company are partners.

5. The Pune unit continues to manufacture Computer Systems while manufacturing of Copper Clad Laminates (CCL) remains suspended.

6. Related parties disclosures:

A. Names of the related parties (where control exists) Subsidiary Companies:-

i PCS International Ltd., Mauritius

ii PCS Technology USA, Inc

iii PCS Positioning Systems (India) Ltd.

B. Other Related parties with whom there ere transactions during the year

a) Key Management Personnel

i) Mr. G.K.Patni (Chairman)

ii) Mr. A.K.Patni (Vice Chairman)

iii) Mr. H C Tandon (Managing Director)

b) Relatives of key management personnel:-

i) Mrs. Rajnikanta Patni

(Wife of Mr. G.K.Patni)

ii) Mrs. Sadhna Patni

(Wife of Mr. A.K.Patni)

iii) Mr. Apoorva Patni (Director)

(Son of Mr. A.K.Patni)

iv) Mr. Arihant Patni

(Son of Mr. G.K.Patni)

v) Mrs. Pumima Tandon

(Wife of Mr. H.C.Tandon)

vi) Mrs. Rajrani Gangwal

(Sister of A.K.Patni & G.K. Patni)

vii) Sobhagmal M.Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

viii) Estate of Late Mr. Sobhagmal M Patni

ix) Estate of Late Mrs. Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or relatives have significant influence)

i) Patni Computer Systems Ltd.

ii) Ashoka Computer Systems Pvt Ltd

iii) PCS Cullinet Pvt Ltd

iv) PCS Finance Pvt Ltd.

v) Vraksh Technologies Ltd.