1. The above Audited Results and Consolidated Financial Results were reviewed by the Audit Committee and hereafter were approved and taken on record by the Board of Directors in their meeting held on June 24, 2009.

2. The Board of Directors has recommended a Dividend of Re. 0.15 per Equity Share i.e. 15% for the Financial Year 2008-09 subject to the approval of Shareholders.

3. BPM Division is not a reportable segment as per the criteria laid down in AS-17 Segment Reporting.

4. The Consolidated Financial Results of the Company and its Subsidiaries and Joint Ventures have been prepared in accordance with the Accounting Standard AS-21 "Consolidated Financial Statements".

5. An Extra Ordinary General Meeting of Shareholders has been fixed for June 27, 2009 to approve issue of upto 1,21,80,000 Convertible Warrants to the Promoter Group Company on preferential basis.

6. The Company has opted and changed its accounting policy for exchange difference arising on reporting of long term Foreign Currency monetary items in line with the notification of the Companies (Accounting Standards) (AS-11) Amendment Rules, 2009 on March 31, 2009. Accordingly, Profits / Losses arising from the effect of changes in Foreign Exchange rates on Foreign Currency loans relating to acquisition of depreciable capital assets amounting to Rs.6.27 Crores for the year ended March 31, 2009 are added to the cost of such assets. Consequent to the change, the depreciation for the year is higher by Rs.0.03 Crores and the profit for the year is higher by Rs.6.24 Crores. The corresponding foreign exchange loss of Rs. 5.38 Crores (net of depreciation) for the year ended March 31, 2008 has been added to the cost of such assets and Rs.1.83 Crores has been transferred to Deferred Tax Liability and Balance of Rs.3.55 Crores has been credited in General Reserves.

7. With effect from March 31, 2009, the Company has chosen to follow the principles of Accounting Standard (´AS´) 30 "Financial Instruments: Recognition and Measurement" in respect of its Export Hedging / Derivative financial instruments that are not covered by AS 11 "Accounting for the Effects of changes in Foreign Exchange Rates" and that relate to a firm commitment or a highly probable forecast transactions. In accordance with AS 30, such Export Hedging / Derivative financial instruments, which qualify for cash flow hedge accounting and where the Company has met all the conditions of effective Cash flow hedge accounting, are fair valued at March 31, 2009 and the resultant transitional exchange loss (notional) of Rs. 2.82 Crores is debited to the Hedging Reserve and credited to Provision for Fair valuation of Forward Contracts / Derivative Liabilities loss on Derivatives. The actual (gain)/loss if any would be recorded in profit and loss account of the years in which the underlying transactions are actually settled and reversed from the Hedging Reserve account.

Arvind Kapur
Vice Chairman & Managing Director