NOTES ON ACCOUNTS
 
 1.  The loans availed from The South Indian Bank Limited are secured as
 under :
 
 a) Term Loans of Rs. 75 lakhs and Rs. 25 Lakhs sanctioned on 7th
 September 1999 were secured by ;
 
 i) The fixed assets of the Company, present and future and entire
 current assets of the Company
 
 ii) Personal guarantee of Mr. T. Mahadevan, Mr. M. Suressh Krishnan and
 Mr. M. Sattish Narayan, Directors and
 
 iii) Equitable mortgage of the property owned by Mr. T. Mahadevan,
 Managing Director.
 
 b) Term Loan of Rs. 100 lakhs sanctioned on 29th November 2000 was
 secured by ;
 
 i) Exclusive charge on the entire fixed assets of the Company, both
 present and future, except assets acquired out of H P. Assets acquired
 under H P to be offered as security to the limits once the liability
 under H P is closed.
 
 ii) Exclusive charge of the entire current assets of the Company
 including both present and future,
 
 iii) Personal guarantee of Mr. T. Mahadevan, Mr. M. Suressh Krishnan
 and Mr. M. Sattish Narayan, Directors and
 
 (iv) Equitable mortgage of the property owned by Mr. T.Mahadevan,
 Managing Director.
 
 c) Demand Loan of Rs. 100 lakhs sanctioned on 29th November 2000 was
 secured by -
 
 i) Existing securities of first charge on entire current assets and
 fixed assets of the Company
 
 ii) Pledge of three lakhs equity shares of the Company held by the
 promoters
 
 iii) Personal guarantee of Mr. T.Mahadevan, Mr. M. Suressh Krishnan and
 Mr. M. Sattish Narayan, Directors
 
 2.  Confirmation of Balances : Letters of confirmation of balances
 (both debit and credit) have not been obtained.
 
 3.  Stock has been taken, valued and certified by the Managing Director
 
 4.  Managerial Remuneration                  2001-02          2000-01
                                                (Rs.)            (Rs.)
 
 Salaries                                    6,81,000         7,80,000
 
 Perquisites                                        -                -
 
 Contribution to Provident Fund                     -                -
 
 5. Auditors Remuneration
 
 For Statutory Audit                           20,000           20,000
 
 For Tax Audit                                 10,000           10,000
 
 6.  Miscellaneous expenditure represents market development expenses
 incurred/written off during the financial year.
 
 7.  Earnings in Foreign Currency-Rs. 103.66 Lakhs-Software exports
 
 8.  Foreign Currency Expenses - Rs. 25.28 Lakhs - Travelling expenses
 
 9.  Outstanding Dues to SSI Units
 
 In view of insufficient information from suppliers regarding their
 status as SSI units, amount overdue to such undertakings could not be
 ascertained.
 
 10. Contingent Liabilities-Nil
 
 11. Estimated amount of contracts pending execution on capital account
 
                                       June 30, 2002     March 31, 2001
                                       Rs lacs           Rs lacs
 
 Unexpired letter of Credit :          Nil                Nil
 
 Bank Guarantee                        Rs. 5.00 lakhs     Nil
 
 12. Capital Commitments (net of advances) : Nil
 
 13. Deferred Tax Liability : Difference between book & tax depreciation
 : Rs. 361.40 lakhs
 
 14. Details of earnings per share (weighted average) : Rs. 0.13
 
 Profit after tax              : Rs. 14,66,788
 
 Face value of the share       : Rs. 10
 
 No. of equity shares
 
 10013300 shares from 01.04.2001 to 30.06.2002 (455 days)
 
 7323630 shares from 05.04.2002 to 30.06.2002 (87 days)
 
 1400000 shares from 17.06.2002 to 30.06.2002 (14 days)
 
 Basic earnings per share       : Rs. 0.13
 
 15. Disclosure on related party transactions :
 
 Names of related parties & description of relationship
 
 i) Key management personnel
 
 Mr. T.Mahadevan Managing Director
 
 Mr. M. Suressh Krishnan, Executive Director
 
 Mr. M. Sattish Narayan, Executive Director
 
 ii) Relatives of key management personnel
 
 Mrs. Lakshmi Mahadevan (wife of Mr. T.Mahadevan)
 
 Mrs. Sowmiya Suressh (wife of Mr. M. Suressh Krishnan)
 
 Mrs. Vinosha Sattish (wife of Mr. M. Sattish Narayan)
 
 There were no related party transactions during the year except the
 remuneration drawn by the key management personnel as per details given
 under Item No. 4 above
 
 16. SEGMENT WISE REVENUE, RESULTS & CAPITAL EMPLOYED
 
 Primary Segment Reporting-Business Segments
 
                                                        Rs. in Lakhs
                                           Year ended     Year ended
 Particulars                               30.06.2002     31.03.2001
 
                                          (15 Months)    (12 Months)
 
 1.  Segment Revenue
 
 -Software Division                           1815.11        2768.99
 
 -Training Division                            842.19         819.27
 
 -other                                          0.00           6.93
 
 Total                                        2657.30        3595.19
 
 2.  Segment Results
 
 Profit before Tax
 
 -Software Division                           (21.59)         679.51
 
 -Training Division                            199.52         274.39
 
 Total                                         177.93         953.90
 
 Less :
 Unallocable expenses                          140.76         105.93
 
 Total profit before tax                        37.17         847.97
 
 3.  Capital Employed (Assets less Liablities)
 
 - Software Division                          2120.06        1472.25
 
 - Training Division                           217.64         464.20
 
 - other                                       530.75         192.45
 
 Total Capital employed in the Company        2868.45        2128.90
 
 Secondary Segment information
 
 The income has been derived only out of Indian operations and as such
 there are no reportable geographical segments.
 
 17. Previous year figures have been re-grouped or re-classified
 wherever necessary.
 
 18. Figures have been rounded off to the nearest rupee.