1 Post Composite Scheme of Arrangement
 
 Pursuant to the Composite Scheme of Arrangement (the Scheme) under
 sections 391 to 394 of the Companies Act, 1956, as approved by the
 Honourable High Court of Judicature at Madras vide its Order dated 12th
 October 2007, the Company had demerged and transferred its Marine
 related business to Teledata Marine Solutions Ltd (TMSL) and its
 Technology related business to Teledata Technology Solutions Limited
 (TTSL) and merged Sirius Shipping Company Limited (SSCL) with TMSL,
 effective from the appointed dated i.e. 1st November, 2006. In view of
 the order dated 12th October 2007, the operations from the appointed
 date of demerger till the balance sheet date have resulted in payable
 to Teledata Marine Solutions Ltd (TMSL) and Teledata Technology
 Solutions Ltd (TTSL) of Rs.148.15 Crore and Rs.10.53 Crore
 respectively.
 
 2 Secured Loans :
 
 i. The Credit facilities from Bank are secured primarily by current
 assets of the Company and further secured by the fixed assets of the
 Company.
 
 ii. The Company has offered all its fixed assets other than assets
 acquired on Hire Purchase for collateral in respect of the terms loans,
 working capital limits, Corporate guarantees given and non funded
 limits availed by the Company including those funded and non funded
 liabilities demerged to resulting Companies. The Credit facilities of
 the Company including fund based and non fund based limits are further
 secured by personal guarantees of a Director and a third party,
 Corporate guarantees of three Body corporates, collateral of shares
 pledged of director/Body corporates, certain land and buildings
 belonging to Directors/Body Corporates/third party.
 
 iii. Bank Overdraft is further secured by banks lien against the Fixed
 Deposits.
 
 3 Deposits in Bank Account :
 
 Deposits in bank accounts as on the date of Balance Sheet are under
 lien to Banks as margin for Bank Guarantee, Letter of Credit and
 Overdraft of the Company as per the Scheme.
 
 4.Contingent Liabilities: (Rs. Crore)
 
    Particulars                      2009-10          2008-09
 
 i. Bank Guarantee given in the 
 ordinary course of business (gross) 3.78              6.99
 
 ii.  Advance Capital Commitments 
 net of advance                     13.02            17.46
 
 iii. Corporate Guarantee given to 
 bank against loan taken by wholly 
 owned                             189.54           213.93
 subsidiary Baytech Inc B.V.I.
 
 iv.  Corporate Guarantees given 
 in favour of the vendors/banks of 
 Esys                               14.86            16.72
 Technologies Pte. Ltd, Singapore
 
 v. Corporate Guarantees given in 
 favour of the banks               284.76           284.76
 
 vi Claims against the Company not 
 acknowledged as debt *             20.04             6.88
 
 * The Income Tax Authorities have re-opened Companys income tax
 assessments, for the Assessment years 1998-99, 1999- 2000,
 2000-2001,2003-2004 ,2004-2005 , 2006-2007 and 2007-2008. The
 Authorities have raised demands aggregating to Rs. 20.04 Crore on
 various matters including the tax holiday benefits availed in respect
 of profits arising from the Export oriented activity of the Company
 against which Rs.0.08 Crore was paid till date, under protest.
 
 The Management contends that the Company has sufficient grounds to
 defend its position and has filed necessary appeals against such
 demands . If the claim of the Income Tax authorities prevail the
 Company would be required to make a minimum incremental tax provision
 aggregating to Rs.20.04 Crore. The Company is contesting the demand and
 the Management, including its tax advisers, believes that its position
 will likely be upheld in the appellate process as it has already won
 its case for the assessment year 2003-04. The Company is of the opinion
 that the tax provision for operations during the year is sufficient and
 the contention of the department is not tenable.
 
 5 a. Provision for Taxation:
 
 The Company is eligible for Tax Benefit under section 10B of Income Tax
 Act, 1961, accordingly the provision for tax has been computed
 considering the deduction allowable under above said section.
 
 The Company follows territorial basis of taxation and provision has
 been done in respect of the foreign branches as per law of those
 countries. The Company is availing tax exemption under Section 10B of
 Income Tax Act, 1961 in respect of its export turnover from India . The
 Company has provided Tax on domestic turnover as per its computation on
 domestic tax income or Minimum Alternative Tax (MAT) under section
 115JB whichever is higher.
 
 F. Quantitative Details
 
 The Company is engaged in development and maintenance of computer
 software. The production and sale of such software cannot be expressed
 in any generic unit. Hence it is not feasible to give the quantitative
 details of sale and other information as required under Part II of
 Schedule VI of the Companies Act, 1956.
 
 6 The Company operates non-integral branches in United Arab Emirates
 and United States of America whose turnovers are
 Rs.59.00 Crore (Previous Year. Rs.109.26 Crore) and Rs. Nil (Previous
 Year. Rs.32.73 Crore) respectively and profits Rs.2.87 Crore (Previous
 Year. Rs 17.00 Crore) and loss of Rs.0.42 Crore (Previous Year loss of
 Rs 0.34 Crore) have been audited by branch auditors.
 
 7 Employee Benefits
 
 The Company has not adopted Accounting Standard 15, Employee Benefits
 (revised 2005), issued by the Institute of Chartered Accountants of
 India [the revised AS 15]. The valuation of employee benefits have
 been done on actual basis as against the actuarial valuation on
 projected unit cost basis.
 
 8 Foreign exchange gain of Rs.63.02 Crores on account of reinstatement
 of Debtors, Creditors and Advances during the year, has not been
 recognised in the books of accounts, resulting in non-adoption of AS 11
 (Revised) The effect of Foreign Exchange Fluctuations issued by ICAI.
 
 9 Accounting for Leases Operating Lease :
 
 Rentals are expensed with reference to lease terms and other
 considerations.
 
 10 As per Accounting Standard 18, issued by the Institute of Chartered
 Accountants of India, the disclosures of transactions with the related
 parties as defined in the Accounting Standard are given below:
 
 List of related parties with whom transactions have taken place and
 relationships:
 
 (As certified by the management)
 
 Subsidiary Companies
 
 Sl  Name of the Related Party          Nature of Relationship
 
 1   Insoft Systems Pte Ltd., 
     Singapore                          Wholly Owned Subsidiary 
                                        w.e.f
                                        30.08.2004
 
 2   I-Max Networks Limited, 
     UK                                 Subsidiary of Insoft 
                                        Systems Pte.  Ltd.
                                        holding 80% up to 
                                        31.03.2009
 
 3   FXA World Plc London               Investment of Insoft 
                                        Systems Pte. Ltd. holding
                                        30% w.e.f 01.04.2009
 
 4   Teledata Education 
     Management System                  Wholly Owned Subsidiary 
                                        w.e.f 27.06.2006 Limited
 
 5   Baytech Inc. BVI                   Wholly Owned Subsidiary 
                                        w.e.f 23.01.2007
 
 6   Rainforest Trading Ltd (SPV)       Subsidiary (held 51% 
                                        jointly with Baytech 
                                        Inc.)
 
 7   Esys Technologies Pte Ltd, 
     Singapore                          Wholly Owned Subsidiary 
                                        of Rainforest Trading 
                                        Ltd.
 
 8   Net Eng Tel Co. Ltd., 
     Thailand                           Subsidiary holding 80%
 
 9   Kryptos Networks Pvt Ltd           Subsidiary holding 80%
 
 10  Teledata Education & Research 
     Foundation                         Wholly Owned Subsidiary
     Limited
 
 11  Teledata Channel for Instant 
     Payment                            Wholly Owned Subsidiary
     Systems Limited           
 
 12  PT Teledata Energy Services Ltd 
     Indonesia                          Subsidiary holding 90%
 
 Associate Companies:
 
 Sl   Name of the Related Party         Nature of Relationship
 
 1    Teledata Marine Solutions Ltd 
 
 2    Teledata Technology Solutions 
      Limited
 
 3    Complete Agro Biotech Solutions 
      Pvt. Ltd.                         Enterprise with Common
                                        Key management
 
 4    Rose Securities Pvt Ltd           personnel
 
 5    Silver Harvest Investment 
      and Trading Pvt Ltd
 
 
 Key Management Personnel (KMP) with Nature of Relationship
 
 Sl    Name of the Related Party        Nature of Relationship
 
 1     Gp.Capt. K. Balasubramanian 
       IAF (Retd.)                       Chairman
 
 2     K. Padmanabhan                    Managing Director
 
 3     Gayathri Padmanabhan              Relative of KMP
 
 11 Investments /Advance to subsidiaries & Associates
 
 a. During the year 2008-09, the Company divested 3% stake in Rainforest
 Trading Limited (SPV), whereas, the divestment did not materialize and
 as on date, the Company holds directly (12.14%) and through its wholly
 owned subsidiary Baytech Inc. BVI (38.86%), aggregating 51% equity
 interest in Rainforest Trading Limited (Special Purpose Vehicle (SPV))
 holding eSys Technologies Pte. Limited.  The Company has advanced to
 its wholly owned subsidiary Baytech Inc BVI of Rs 186.13 Crore towards
 repayment of loans taken for acquisition of eSys Technologies Pte
 Limited. The company has initiated legal proceedings for the breach of
 terms of share purchase agreement against Vikas Goel , The Managing
 Director of eSys Technologies Pte Ltd and eSys Technologies Pte Ltd,
 Singapore and presently matter is subjuidice.  Considering the above ,
 the Company has not consolidated results of SPV.
 
 The Company is yet to receive share certificates for equity shares in
 respect of its investment of Rs 110.33 Crore (USD 25 Million) in its
 name, which currently has been held fully by Baytech Inc. BVI its
 wholly owned Subsidiary. In the opinion of the management the same are
 held by Baytech Inc as nominee share holders towards beneficial holding
 of company in respect of which necessary declaration has been taken
 from Baytech Inc. BVI.
 
 b. The Company has pledged its investments in Baytech Inc and
 Rainforest Trading Private limited as collateral security and has given
 guarantee for loan taken by Baytech Inc. BVI of Rs 189.54 Crore (P.Y
 Rs.213.93 Crore) ie USD 41.98 Million (P.Y USD 41.98 Million) for
 acquisition of 38.86% stake in Rainforest Trading Limited. The company
 has not considered the accounts of susbisidary company during the
 current year because of the ongoing litigation.
 
 c. The Companys Investment in share application of Insoft Systems Pte
 Ltd, Singapore of Rs.8.24 Crore are still pending allotment and
 approvals from authorities concerned. During the year,Insoft Systems
 Pte ltd has wirtten off its investment in Imax Networks , London
 because of Non performance and consequently, the Companys investment
 in Insoft Systems Pte Ltd is written off by Rs.4.02 Crores.
 
 d. Pursuant to the Composite Scheme of Arrangement sanctioned by
 Honourable High Court of Madras , Vide its order dated 12th October
 2007, Teledata Informatics Ltd was entitled to 2,40,000 Equity Shares
 of Rs.2 each against its holding of 1,20,000 Equity Share of Sirius
 shipping Company Limited of Rs.10 each ( ie. 2 shares of Rs.2 each for
 every one share of Rs 10 held). The Shares are yet to be allotted to
 the company in view of the litigation which is pending before
 Honourable Company Law Board , Southern Region Branch, Chennai.
 
 12 In pursuance of the announcement dated 29th March, 2008 of the
 Institute of Chartered Accountants of India on Accounting for
 Derivatives, the Company has valued its derivative contracts by marking
 them to market. The Company does not have any Forward Contract
 Outstanding as on 31st March 2010. All the Derivative Contracts entered
 in to by the Company have been settled before 31st March 2010 and the
 provision in respect of those Contracts of Rs.20.55 Crore has been
 credited to the Profit & Loss A/c. The Company does not hold or issue
 derivative financial instruments for trading or speculative purposes
 and all the derivative entered into by the Company are to mitigate or
 offset the risks that arise from their normal business activities only.
 The Company intends to go for adoption of AS - 30 on Financial
 Instruments: Recognition and Measurement from 1st April 2011 since it
 will take some time on account of associated complexities and
 documentation requirements.
 
 13 As of the balance sheet date, the Company has net foreign currency
 exposure (other than overseas branches) that are not hedged by a
 derivative instrument or otherwise amounting to Rs.654.10 (Previous
 Year Rs.320.68 Crore) in respect of payables and Rs 1577.45 Crore
 (Previous Year. Rs.1236.59 Crore) in respect of receivables.
 
 14 Balances in sundry debtors, loans and advances and other current
 assets are subject to confirmation. The company had initiated the
 process of obtaining of confirmations during the year and partially
 obtained confirmations from third parties for the balances at the end
 of the year.
 
 15 During the year the customers have invoked Inland Bank Guarantee
 (BG) amounting to Rs 2.21 Crores for non performance of terms and
 conditions of Contract with customer.
 
 16 The Company has made arrangements with certain Overseas Creditors
 for necessary collections of receivable from certain Overseas
 Customers. The Company has during the year called off the said
 arrangement since there was no improvement .
 
 17 The Company has marketing agreement with marketing agents in various
 countries through whom products are sold. In the absence of any sales
 returns over the past years the revenue is recognised on sale of
 products to marketing agencies irrespective of confirmation by the
 marketing agents for the sale of products to ultimate customers. The
 information in respect of the products lying unsold with the marketing
 agencies at the end of the year is not available.
 
 18 The National Stock Exchange of India has suspended the trading in
 the shares of the Company with effect from 09th September 2009 due to
 non compliances. The Company is taking necessary steps to ensure
 compliances in future.
 
 19 The Loan accounts of the Company with State Bank of India, Overseas
 Branch, Chennai have been classified as Non Performing Assets (NPA)
 during the year and the Company is taking steps to regularise all the
 accounts.
 
 20 In the opinion of the management the plantation is subsisting as on
 the date of balance sheet and is of the value stated and no impairment
 is deemed necessary. The valuation of the plantation being technical
 matter the auditors have relied on the representation of the
 management.
 
 21 Segment Reporting
 
 As per Accounting Standard 17 - Segment Reporting segment information
 has been provided in the Notes to accounts of Consolidated Financial
 Statements.
 
 22 The management is currently in the process of identifying
 enterprises which have provided goods and services to the company and
 which qualify under the definition of Medium and Small Enterprises as
 defined under Micro, Small and Medium Enterprises Development Act,
 2006. Accordingly, the disclosure in respect of the amounts payable to
 such medium and small enterprises as at 31st March, 2010 has not been
 made in the financial statements.
 
 23 The previous year figures have been reworked, regrouped, rearranged
 and reclassified wherever necessary.