1.  CONTINGENT LIABILITIES
 
 a) Guarantees given by the Company''s bankers against counter guarantees
 given by the Company Rs. 4,215,744 (previous year ended March 31, 2010
 Rs. 4,055,000)
 
 b) Corporate Guarantee of up to Rs. NIL (USD, Nil) (previous year ended
 March 31, 2010 Rs. 361,120,000 (USD 8,000,000)) in respect of a loan
 availed by its subsidiary secured by mortgage of immovable property of
 the Company at Pune in favour of Citibank, N.A. or its agents or
 trustees.  As at March 31, 2011 Rs. Nil (USD, Nil) (previous year ended
 March 31, 2010 Rs. 108,336,000 (USD 2,400,000)) has been drawn under
 the credit agreement.
 
 c) Claims against the Company not acknowledged as debt:
 
 i) Rs. 178,109,364/- (previous year ended March 31, 2010, Rs.
 59,502,103) in respect of disputed demand of income tax against which
 the Company has preferred an appeal.
 
 ii) Rs. 5,016,619/- (previous year ended March 31, 2010, Rs. 5,013,818)
 in respect of disputed demand of excise and customs duty against which
 the Company has preferred an appeal.
 
 iii) Rs. 8,372,875 (previous year ended March 31, 2010, Rs. 8,538,871)
 in respect of a sales tax assessment of previous years against which
 the Company has applied for cancellation.
 
 iv) Suit filed against the Company in India claiming damages of Rs.
 1,118,000,000/- (previous year ended March 31, 2010, Rs.
 1,118,000,000/-) for alleged breach of a non-recruitment provision in
 an agreement.  A similar case has already been dismissed by a Court of
 law in Virginia, USA.
 
 v) Suit filed against the Company in India for non payment of contract
 fee of Rs. 171,187 as per the agreement (previous year ended March 31,
 2010,Rs. Nil)
 
 2.  MERGER
 
 Pursuant to the merger agreement dated March 30,2010 between Geometric
 Technologies Inc. and Geometric
 
 Americas Inc., two wholly owned subsidiaries of the Company, the
 approval of the board of directors dated April 26, 2010 and the
 approvals of the Commissioners of the respective states of Arizona and
 Delaware, Geometric Technologies Inc., was merged with Geometric
 Americas Inc. effective end of day March 31, 2010. Consequent to the
 merger, the Company''s investment of 7,583 shares in Geometric
 Technologies Inc. has been extinguished and 1,000 shares in Geometric
 Americas Inc. have been received as consideration on merger.
 
 3.  CAPITAL COMMITMENTS
 
 a) Tangible Assets:
 
 Estimated amount of contracts remaining to be executed on capital
 account to the extent not provided for (net of advances) Rs.
 8,462,473/-  (previous year ended March 31, 2010 Rs. 8,139,417).
 
 b) Intangible Assets:
 
 Estimated amount of contracts remaining to be executed on capital
 account to the extent not provided for (net of advances) Rs. Nil
 (previous year ended March 31, 2010 Rs. 2,520,655).
 
 4.  SECURED LOANS
 
 Working capital facilities are secured by a pari passu charge on book
 debts of the Company, both present and future.
 
 5.  DERIVATIVE INSTRUMENTS
 
 a) The Company has adopted the principles of Cash Flow Hedging as laid
 down in Accounting Standard AS-30 Financial Instruments: Recognition
 and Measurement issued by The Institute of Chartered Accountants of
 India. Changes in the fair value of those forward foreign exchange
 contracts which are designated and effective as hedges of the future
 cash flows are recognised directly under Shareholder''s Funds in the 
 Cash Flow Hedging Reserve and the ineffective portion is recognised 
 immediately in the Profit and Loss Account.
 
 b) The Company uses forward exchange contracts to hedge its foreign
 exchange exposure. Following are outstanding foreign exchange
 contracts, which have been designated as Cash Flow Hedges as on March
 31, 2011 for hedge of future expected sales:
 
 (c) In the opinion of the Board, the aforesaid loans to subsidiaries
 and debts due from the subsidiaries have a value on realisation in the
 ordinary course of business at least equal to the amount at which they
 are stated, based on the improvements observed in the working of the
 subsidiaries pursuant to the cost reduction measures implemented and
 revamping of the business . The management is confident of
 restructuring the investments and repatriation of the dues within a
 reasonable period.
 
 6.  CURRENT LIABILITIES
 
 The amount of dues owed to Micro, Small and Medium Enterprises as on
 March 31, 2011 amounted to Rs. 41,595/- (previous year ended March 31,
 2010 : Rs. Nil). This amount has not been outstanding for more than 45
 days at the Balance Sheet date. The information regarding Micro, Small
 and Medium Enterprises has been determined to the extent such parties
 have been identified on the basis of information available with the
 Company. This has been relied upon by the auditors.
 
 7.  EMPLOYEE STOCK OPTIONS
 
 The position of the existing Employee Stock Options Schemes is
 summarized as under:
 
 Notes:
 
 a) The number of options disclosed above has been adjusted for
 subdivision of the Company''s shares from face value of ? 10 each into
 five equity shares of face value of ? 2 each on August 9, 2005 and on
 account of issue of bonus shares on August 6, 2004.
 
 b) The surrendered options can be reissued as per the terms of Schemes
 2003, 2006,2009 & 2009 - (Directors and Employees).
 
 c) In the event of any further rights or bonus issue of equity shares
 prior to conversion, the entitlement of shares shall be suitably
 revised. In the event of a bonus issue, the number of shares shall be
 increased proportionately and the price revised downwards. The options
 vest in the employees to whom they are granted subject to the employee
 being in employment of the Company and his/her performance.
 
 d) The employee share based payment plans have been accounted based on
 the intrinsic value method and no compensation expense has been
 recognized since the market price of the underlying share at the grant
 date is the same/ less than the exercise price of the option, the
 intrinsic value thereof being Nil.
 
 8.  DEFERRED INCOME TAX
 
 The Company accounts for taxes on income to include the effect of
 timing differences in the tax expenses in the Profit and Loss Account
 and deferred tax asset/liability in the Balance Sheet. The tax holiday
 under Section 10A of Income-tax Act, 1961, is available to the Company
 in respect of two units of the Company. In view of this, the deferred
 tax asset/ liability in respect of timing differences that originate
 and reverse during tax holiday period is ignored and deferred tax
 liability in respect of timing differences that originate during tax
 holiday period but reverse after the tax holiday period is recognised.
 
 9.  RELATED PARTY TRANSACTIONS:
 
 A.  Related Partes and their Relationships
 
 a) Subsidiary Companies:      1.  3D PLM Software Solutions Ltd.
 
                               2.  Geometric Asia Pacific Pte. Ltd.
 
                               3.  Geometric China Inc.
 
                               4.  Geometric Americas Inc.
 
                               5.  Geometric SAS.
 
                               6.  Geometric Romania SRL.
 
                               7.  Geometric Europe GmbH.
 
 b) Associates:                1.  Godrej & Boyce Mfg. Co. Ltd.
 
 c) Key Management Personnel:  1.  Mr. Manu Parpia, Founder &
                                   Vice-Chairman
 
                               2.  Mr.RavishankarG.,MD&CEO 
                                   (Resigned w.e.f. April 8, 2011)
 
 d) Directors Having 
 Substantial Interest:         1.  Cerebrus Consultants Pvt. Ltd.
 
 10.  EMPLOYEE BENEFITS
 
 a) DEFINED CONTRIBUTION PLANS
 
 i) Provident Fund:
 The Company makes contributions of a specified percentage of the
 payroll costs towards the retirement benefit plan of its employees.  
 
 ii) Superannuation:
 The Company has maintained a Group Superannuation Scheme for its senior
 executives through a Master Policy with the Life Insurance Corporation 
 of India towards which monthly premiums are paid and charged against 
 revenue.
 
 b) DEFINED BENEFIT PLAN 
 
 i) Gratuity:
 
 The Company has maintained a Group Gratuity Cum Life Assurance Scheme
 through a Master Policy with the Life Insurance Corporation of India
 towards which annual premiums as determined by an actuarial valuation
 are paid and charged against revenue. Under the gratuity plan every
 employee is entitled to the benefit equivalent to fifteen days final
 salary last drawn for each completed year of service depending on the
 date of joining. The same is payable on termination of service or
 retirement, whichever is earlier. The benefit vests after five years of
 continuous service.  
 
 ii) Leave Encashment:
 
 The employees are entitled to receive certain benefits in lieu of the
 annual leave not availed of during service, at the time of leaving the
 services of the Company. The benefits payable are expressed by means of
 a formulae which takes into account the salary and the leave balance to
 the credit of the employees on the date of exit.  These benefits are
 administered on a Pay-As-You-Go basis.
 
 c) Basis Used to Determine Expected Rate of Return on Assets:
 
 The expected return on plan assets is determined based on several
 factors like the composition of plan assets held, assessed risks of
 asset management, historical results of the the return on plan assets
 and the Company''s policy for plan asset management.
 
 d) Amounts Recognised as Expense: 
 
 i) Defined Contribution Plans
 
 Employer''s Contribution to Provident Fund amounting to Rs. 49,317,807
 (previous year ended March 31, 2010, Rs. 37,847,356) and contribution
 to Superannuation Fund amounting to Rs.  15,222,776 (previous year
 ended March 31, 2010, Rs. 13,351,767) has been included in Schedule 14
 under Personnel Expenses - Contribution to Provident and Other Funds.
 
 ii) Defined Benefit Plan
 
 Gratuity cost amounting to Rs. 27,084,438 (previous year ended March
 31, 2010, Rs. 8,156,889) has been included in Schedule 14 under
 Personnel Expenses - Contribution to Provident and Other Funds.
 
 11.  GENERAL
 
 a) Figures for the previous year have been regrouped/restated wherever
 necessary to conform to current year''s presentation.
 
 b) Other information required by Schedule VI to the Companies Act,
 1956, has been given only to the extent applicable.