(Rs. in Lakhs)
 
                                                        2011       2010
 
 1.  Contingent Liabilities
 
 (a) Income Tax:
 
 Matters decided in favour of the Company by 
 appellate authorities, where the Income Tax 
 Department is in further appeal.                     637.73     337.65
 
 Matters on which the Company is in appeal             33.94     206.12
 
 (b) Sales Tax / Value Added Tax:
 
 Claims against the Company regarding sales tax 
 against which the Company has preferred appeals.      20.80      53.52
 
 (c) Claim in respect of rented premises.             165.27     153.61
 
 (d) Claims against the Company not 
 acknowledged as debts.                                36.33      70.00
 
 (e) Guarantee given by the Company / issuance of 
 Stand by Letter of credit                           2969.69    5209.69 
 by the Companys bankers in respect of term loan
 and working capital limits taken by the 
 subsidiary.
 
 The loans and working capital limits taken by 
 the subsidiary are secured by a pari passu charge 
 against the immovable fixed assets of the Company 
 situated at Kharadi.
 
 (f) Issuance of Stand by Letter of credit by the 
 Companys bankers in respect                       21403.20          - 
 of term loan taken by the wholly owned subsidiary.
 
 The Company is in the process to create security 
 by way of hypothecation of the current and 
 moveable assets and mortgage of immovable 
 assets of the Company.
 
 (g) Customs Duty:
 
 From 1969 to 1979, customs duty has been provided 
 on the basis of provisional assessments, which 
 are not admitted by the Customs Authorities.
 Pending settlement of the foregoing, a deposit 
 of Rs. 6.79 lakhs (Previous year: Rs. 6.79 
 lakhs) has been made and bonds aggregating to 
 Rs. 54.43 lakhs (Previous year: Rs. 54.43 lakhs) 
 guaranteed  by the General Insurance Corporation 
 of India have been executed. From 16th August 
 1988 to 31st March 1993, pursuant to changes
 in the Customs Valuation Rules, the Customs 
 Authorities have cleared the Companys 
 consignments on provisional basis on execution 
 of bonds aggregating Rs. 1618.45 lakhs 
 (Previous year: Rs. 1618.45 lakhs),
 representing the entire value of the import 
 consignments.  Adjustments, if any, on this 
 account, would be made as and when the 
 assessments are finalised. The Company has been 
 legally advised that the liability on
 this account is not expected to exceed 
 Rs. 31.00 lakhs (Previous year:
 Rs. 31.00 lakhs), which has been provided for.
 
 2.  Employee Stock Option Schemes
 
 Currently the Company has instituted two Employees Stock Option Plans.
 The Compensation Committee of the Board approves the grant of options.
 Options vest with employees over specified time periods subject to
 fulfilment of certain conditions.
 
 3. During the previous year, pursuant to the shareholders approval for
 buy back of equity shares on proportionate basis through the tender
 offer route, the Company bought back 2,424,000 equity shares for an
 aggregate amount of Rs. 3999.60 lakhs, by utilizing Share Premium
 account and General Reserve to the extent of Rs. 2980.68 lakhs and Rs.
 776.52 lakhs respectively.
 
 Capital Redemption Reserve was created out of general reserve for Rs.
 242.40 lakhs, being the nominal value of shares bought back in terms of
 section 77AA of the Companies Act, 1956.
 
 4.  Acquisition of subsidiaries in the United States of America
 
 During the year, the Company, through its wholly owned subsidiary,
 Zensar Technologies, Inc. acquired 100% equity interest in PSI Holding
 Group, Inc. (PSI) vide agreement dated November 20, 2010, for a
 consideration of Rs.  30541 lakhs (including acquisition charges). As a
 result, PSI and its wholly owned subsidiaries namely (i) Akibia, Inc.
 (ii) Aquila Technology Corp; and (iii) Akibia B.V. have become
 step-down subsidiaries of the Company with effect from January 1, 2011.
 
 5. During the year, the shareholders approved the issue of Bonus Shares
 in the proportion of one new equity share for every existing equity
 share, at the Annual General Meeting held on July 13, 2010.
 Accordingly, a sum of Rs. 2158.98 lakhs has been transferred to the
 Share Capital Account on allotment of fully paid bonus shares to the
 holders of the equity shares on the record date of July 22, 2010 by
 utilisation of General Reserve. Consequently, the earnings per share
 have been adjusted for the previous year.
 
 6.  Related Party Disclosures
 
 List of Related Parties (as identified and certified by the Management)
 
 (i) Parties where control exists
 
 a.  Wholly owned subsidiaries:
 
 Zensar Technologies, Inc., USA
 
 Zensar Technologies (UK) Limited
 
 Zensar Technologies (Singapore) Pte. Limited
 
 Zensar Technologies GmbH, Germany 
 (Voluntarily liquidated during the year)
 
 Zensar Advanced Technologies Limited
 
 Zensar Technologies (Shanghai) Co.  Limited 
 (Incorporated on April 29, 2010)
 
 PSI Holding Group Inc.
 (With effect from January 1, 2011)
 
 Akibia, Inc.
 (With effect from January 1, 2011)
 
 Akibia, B.V.
 (With effect from January 1, 2011)
 
 Aquila Technology Corp.
 (With effect from January 1, 2011)
 
 b.  Other subsidiaries/Entities under joint control
 
 Zensar Technologies (Shenzen) Limited (Under liquidation)
 
 c.  Parties having control (directly or indirectly):
 
 RPG Industries Pvt. Limited
 
 Blue Niles Holdings Limited
 
 Pedriano Investments Limited
 
 RPG Cellular Investments & Holdings Private Limited
 
 Idea Tracom Private Limited
 
 Summit Securities Limited
 
 Electra Partners Mauritius Limited
 
 (ii) Key Management Personnel
 
 Dr. Ganesh Natarajan
 
 Mr. S. Balasubramaniam
 
 Mr. Gopalaji Mehrotra
 (With effect from 1st April 2010)
 
 Mr. Sanjay Marathe
 
 Ms. Prameela Kalive
 
 Mr. Hiren Kulkarni
 
 Mr. Ajay Bhandari
 
 Mr. Krishna Ramswami
 
 Mr. V. Balasubramanian 
 (up to 31st March 2010)
 
 7. (B) As of the Balance Sheet date, the Companys net foreign
 currency exposure that is not hedged by derivative instruments or
 otherwise is Rs. 11078 lakhs (Previous Year: Rs. 7834 lakhs)
 
 8. Managerial Remuneration
 
 a) Managing Directors remuneration: 
 
 Notes:
 
 1.  As the liability for gratuity and compensated absence is provided
 on an actuarial basis for the Company as a whole, the amounts
 pertaining to the Managing Director are not ascertainable and therefore
 not included above.
 
 2.  The Board of Directors, at their meeting held on 17th January,
 2011, re-appointed Dr. Ganesh Natarajan as Vice chairman and Managing
 Director of the Company up to 31st January, 2015 with effect from 1st
 March, 2011. This reappointment is subject to the approval of the
 shareholders in the ensuing Annual General Meeting.
 
 A.  Disputed Statutory matters mainly include:
 
 (a) Provision for disputed statutory liabilities comprises matters
 under litigation with Sales- Tax, Customs Duty and ESI authorities.
 
 (b) The amount of provisions made by the Company is based on the
 estimates made by the Management considering the facts and
 circumstances of each case.
 
 To the extent the Company is confident that it has a strong case, that
 portion is disclosed under contingent liabilities.
 
 (c) The timing and the amount of cash flows that will arise from these
 matters will be determined by the Appellate Authorities only on
 settlement of these cases.
 
 B. Provisions for Other Obligations mainly include provisions for rent
 related litigations with previous landlords. The timing and the amount
 of cash flows that will arise from these matters will be determined by
 the Appellate Authorities only on settlement of these cases.
 
 9.  Dues to Micro, Small and Medium enterprises
 
 The Company has compiled this information based on the current
 information in its possession. As at 31st March 2011, no supplier has
 intimated the Company about its status as a Micro or Small Enterprise
 or its registration with the appropriate authority under the Micro,
 Small and Medium Enterprises Development Act, 2006.
 
 10.  Deferred Tax
 
 A) During the year, the Company has recognised Deferred Tax Asset
 amounting to Rs. 1002.31 lakhs pursuant to the expiry of tax holiday
 under Section 10A of the Income Tax Act.
 
 11. Disclosures in accordance with Revised AS- 15 on Employee
 Benefits:
 
 (A) Defined Contribution Plans
 
 In terms of the guidance on implementing Revised AS 15, notified under
 section 211(3C) of the Act, the Provident Fund set up by the Company is
 treated as a Defined
 Benefit Plan since the Company is obligated to meet interest shortfall,
 if any. However, as at year end no shortfall remains unprovided for. As
 advised by an independent actuary, it is not practical or feasible to
 actuarially value the liability considering the rate of interest as
 notified by the Government can vary annually. Further the pattern of
 investments for investible funds is as prescribed by the Government.
 Accordingly the other related disclosures as required by the Revised AS
 15 have not been made.
 
 (B) Defined Benefit Plans- Gratuity
 
 (v) As at 31st March, 2011 and 31st March, 2010, the plan assets have
 been primarily invested in insurer managed funds.
 
 (vi) The overall expected rate of return on assets is based on the
 expectation of the average long term rate of return expected on
 investments of the Fund during the estimated term of the obligations.
 
 12.  Expenditure on Research and Development
 
 During the year, the Department of Scientific and Industrial Research
 has accorded the recognition as In-House R&D unit to the Company. The
 Company has incurred capital expenditure amounting to Rs. 105.83 lakhs
 (Previous year: Rs. 89.54 lakhs) and revenue expenditure amounting to
 Rs. 8.51 lakhs (Previous year: Rs. Nil) on development activities
 during the year.
 
 13.  Lease Obligations Operating leases
 
 The Company has leased certain facilities and equipment under operating
 lease agreements that expire over the next five years. Rental expense
 incurred by the Company
 
 14.  Other Information
 
 The Company is engaged in the development of computer software. The
 production and sale of such software cannot be expressed in any generic
 unit. Hence, it is not possible to give the quantitative details of
 sales and the information as required under Paragraphs 3 and 4C of Part
 II of Schedule VI of the Companies Act, 1956 of India.
 
 15.  Reclassification
 
 Prior year comparatives have been reclassified to conform with current
 years presentation, where applicable.
 
 Signatures to Schedules 1 to 14 forming part of the Balance Sheet as at
 31st March 2011 and the Profit and Loss Account and Cash Flow Statement
 for the year ended 31st March 2011.