1.  NATURE OF OPERATIONS:
 
 The Company is in the business of offering concrete solutions in
 Communication and Collaboration, financial products and services,
 providing content delivery platforms for mobile services and in
 electronic computing. The Company continuously upgrades existing
 products and develops new products to keep ahead of the curve.
 
 PRESENTATION OF FINANCIAL STATEMENTS
 
 A revised schedule VI format is introduced and made mandatory for
 preparation of financial statements beginning from April 2011. The
 revised schedule VI has classified the Assets and liabilities into
 Current and Noncurrent based on the Company''s normal operating cycle
 and other criteria set out in the Schedule VI to the Companies Act,
 1956.  The Company has ascertained its operating cycle as 12 months for
 the purpose of current and noncurrent classification of assets and
 liabilities, based on the nature of products and the time between the
 acquisition of assets for processing and their realization in cash and
 cash equivalents.
 
 The Board of Directors have considered and passed resolution by
 circulation on 30th March, 2012 under section 210 (4) of the Companies
 Act 1956 extending the current financial year by 3 months from March
 31st to June 30th. Therefore the Balance Sheet and Profit & Loss
 Account of the Company have been prepared for a period of fifteen
 months from April 01, 2011 to June 30, 2012.
 
 A Rights, preferences and restrictions attached to Equity Shares:
 
 The Company has only one class of equity shares having par value of Rs.
 2 per share. Each holder of equity shares is entitled to one vote per
 share. The dividend if any proposed by the Board of Directors is
 subject to the approval of the shareholders in the ensuing Annual
 General Meeting.
 
 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
 
 2. Segment Reporting:
 
 The primary reporting of the Company has been disclosed on the basis of
 business segment. The Company has only one business segment which is
 software product sale and related consultancy services. Accordingly,
 the amounts appearing in these financial statements relate to this
 primary segment. Further the Company sells and provides services mainly
 outside India and also within India. Thus disclosures under secondary
 segment reporting are as follows:
 
 3. Miscellaneous Expenditure written off:
 
 During the period ended 30th June 2012, the policy for writing
 off of miscellaneous expenditure over a period of ten years have been
 changed to bring it in line with The Accounting Standard 26 (AS-26) on
 Accounting for Intangible Assets. The AS-26 requires miscellaneous
 expenditure to be written off during the same period of incurrence, if
 no intangible asset or any other asset is acquired or created. As a
 result of this change in Accounting Policy miscellaneous expenditure of
 Rs. 7.88 lakhs is charged to profit and loss account resulting in
 reduction of profits to this extent.
 
 4. Contingent Liability (not provided for) exist in respect of:
 
                                                   Rs. in lakhs 
 Sr.No.  Particulars                For the period       For the year
                                    ended 30th           ended 31st
                                    June 2012            March 2011
 
 a)      Outstanding bank 
         guarantees                        96.06             32.62
 
 b)      Letter of Credit given by 
         Bank on                        1,731.74            759.49 
         behalf of the Company
 
 c)      Times Internet disputed 
         payment                          223.15               - 
         towards minimum 
         guarantee fees
 
 d)      Income tax Demand in respect 
         of an earlier year(s) 
         under dispute 
 
 1.      Appeal pending with CIT 
         Appeals VIII                       -                 6.93
         for AY 2005-06
 
         Total                           2,050.95           799.04
 
 
 
 5. Share Capital:
 
 Employees have not exercised stock options during the period ended 30th
 June 2012.
 
 6. Foreign Currency Convertible Bonds (FCCB):
 
 In January 2008, the Company raised Rs. 49,962.50 lakhs equivalent to
 US$ 125 million on the issue of Zero Coupon Convertible Bonds, due on
 18th January, 2013 to overseas investors vide RBI approval no.
 FED.CO.EBCD/3013/03.02.766/2077-08 dated 5th December, 2007. As per the
 approval the funds can be utilised only for overseas acquisitions and
 investments in joint ventures / wholly owned subsidiaries and for any
 other use as may be permitted under applicable laws or regulations from
 time to time.
 
 The Bonds constitute the Company''s direct, unconditional,
 unsubordinated and unsecured obligations and will at all times rank
 parri passu and without any priority amongst themselves. The Company''s
 payment obligations under the Bonds shall, save for such exceptions as
 may be provided by mandatory provisions of applicable law, at all times
 rank at least equally with all of its other present and future direct,
 unconditional, unsubordinated and unsecured obligations.
 
 The conversion price of the Bonds, subject to certain conditions, will
 initially be Rs.  302.27 per share with a fixed rate of exchange on
 conversion of Rs. 39.13 = US$ 1.00.
 
 The Bonds are listed on the official list of the Singapore Exchange
 Securities Trading Ltd (SGX-ST) (the Singapore Stock Exchange).
 During the year ending March 2010, the Company has repurchased FCCB of
 the face value of US$ 8.50 Million, listed on the Singapore Stock
 Exchange, in accordance with the A.P. (DIR Series) Circular No. 39
 dated 8th December, 2008 (the Circular) issued by the Reserve Bank of
 India. As on 30th June, 2012 Bonds with the nominal value of US$ 113.50
 million are outstanding. The Company may repurchase more of these bonds
 depending upon the market conditions.
 
 The Bonds carry an yield of 6.60% per annum based on the same, interest
 of Rs.  4761.40 lakhs (P.Y. Rs. 3,389.27 lakhs) has been provided in
 the accounts (refer Note 29 forming part of the financial statements ).
 
 7. Related Party Disclosures:
 
 a.  List of Related Parties
 
 Related Parties with whom transactions have taken place during the
 year:
 
 - Key Managerial Personnel (KMP):
 
 - Mr. Pankaj Kumar
 
 - Mr. Kiran Kulkarni
 
 - Mr. Prashant Mulekar
 
 - Enterprise over which Key Management Personnel exercise significant
 influence:
 
 None
 
 8. Subsidiary Companies / Acquisition of Companies:
 
 During the period the Company invested Rs. 348.82 lakhs (P.Y. Rs.
 35,332.47 lakhs) towards 7,80,000 (P.Y. 77,999,900) shares of US$ 1
 each in Geodesic Holdings Limited, Mauritius.
 
 Geodesic Hongkong Ltd. (a 100% step down subsidiary) has paid the loan
 amount entirely during the period ended as on 30th June 2012. A sum of
 Rs. Nil (P.Y. Rs. 14.92 lakhs) has been accrued towards interest
 receivable from Geodesic (Hong Kong) Ltd., for the period ended as on
 30th June 2012.
 
 The Share Application as at the end of the period 30th June 2012 for
 Geodesic Technology Solutions Limited, Hong kong (GTSL) is Rs. 2,450.55
 lakhs. During the period the Company has granted a loan of Rs. 413.69
 lacs to GTSL, Hongkong. The closing balance of loan Rs. 7,388.21 lakhs
 (P.Y. Rs. 5,492.41 lakhs) net of foreign exchange rate fluctuation, is
 shown under Long Term Loans and Advances in Note 15 forming part of
 the financial statements.
 
 During the period, the Company has applied for an additional 12,50,000
 (P.Y. 22,70,000) equity shares of Rs. 10 each in Chandamama India
 Limited on a preferential basis for an amount of Rs. 125 lakhs (P.Y.
 Rs.227 lakhs). This money is lying in Share Application pending
 allotment which is shown under Non-Current Investments in Note 14
 forming part of financial statements.
 
 During the period the Company advanced Rs. 88.18 lakhs to Chandamama
 India Limited which is shown under Long Term Loans and Advances i n
 Note 15 forming part of financial statements.
 
 During the period Company has advanced Rs.  83.37 lakhs (P.Y.  55.15
 lakhs) to Filmorbit.Com India Private Limited which is shown under
 Long Term Loans and Advances in Note 15 forming part of financial
 statements.
 
 During the period the Company invested additional funds at par in the
 following Indian subsidiaries and associates:
 
 a) ITM Digital Private Limited (IDPL) was incorporated as a subsidiary
 in FY 2009-10, but thereafter Zee Entertainment Limited invested 60% in
 the Company, after which it ceased to be a subsidiary of the Company.
 The investment of Rs. 40 lakhs made in the company has been purchased 
 by Zee Entertainment t L i mi ted in the month of May 2011. The
 investment as at end of period is Rs. 99,990 (P.Y. Rs. 99,990).
 
 b) Geodesic Gridpoint Energy Private Limited (GGEPL) with an investment
 of Rs. Nil (P.Y.Rs.  24,59,990). During the period the Company advanced
 Rs. 143.58 lakhs (P.Y. Rs. 1.23 lakhs) to Geodesic Gridpoint Energy
 Private Limited which is shown under Long Term Loans and Advances in
 Note 15 forming part of financial statements.
 
 c) The Company has invested Rs. Nil (P.Y. Rs. 31,50,000) in
 Filmorbit.Com India Private Limited (FIPL).
 
 The Company is having pending share application allotment to the tune
 of Rs. 15.68 lakhs as at the period ended on 30th June 2012. As per the
 provisions of section 72(2)(2A) of Companies Act 1956, the Company is
 required to maintain a separate bank account for the same and also
 needs to provide interest on the same.
 
 9. Disclosure for operating leases:
 
 a) Non-cancellable lease:
 
 The Company''s significant leasing agreements are in respect of
 operating leases for official premises and guest house. These leasing
 arrangements are non-cancellable for a period of three years and are
 usually renewable by mutual consent on mutually agreeable terms.
 
 The aggregate lease rentals are charged as Rent under Other Expenses
 Note 31 which forms part of the financial statement.
 
 10. The Company has investments in its wholly owned subsidiary,
 Chandamama India Limited to the tune of Rs. 1,954.59 lakhs. The net
 worth of this subsidiary is negative / less than 25% of investment in
 that subsidiary as on 31st march, 2011. The Company has not made any
 provision against diminution in value of investment in shares of the
 aforesaid subsidiary. The management is confident of fetching the value
 of investment based on the assets owned by the Company – both physical
 and non-physical. The Company is in the process of producing two
 animation film series, enhancing its subscription base and selling
 content on new media which will ultimately generate profits in the
 coming year.
 
 11. Based on the information available with the Company, none of the
 vendors fall under the definition of micro, small and medium scale
 enterprises. This information is not verifiable by the auditors.
 
 12. Figures of the previous year have been regrouped/ rearranged
 wherever necessary to correspond with the figures of the current period
 on account of revised schedule VI format. Amounts and other disclosures
 for the preceding year are included as an integral part of the current
 period financial statements and are to be read in relation to the
 amounts and other disclosures relating to the current period.