Notes to Accounts of Teledata Marine Solutions Ltd.

Mar 31, 2009

1 Share Suspense Account

The Share suspense account represents 5,66,52,140 shares of Rs.2 each amounting to Rs 1133.04 lakhs pending allotment to the share holders of Sirius Shipping Company Ltd pursuant to the Composite Scheme of Arrangement sanctioned by Honorable High Court of Madras, Vide its order dated 12th October 2007 to erstwhile share holders of Sirius Shipping Co. Ltd in the ratio of two shares for every one share of Rs 10 each including shares pending allotment held in Sirius Shipping 'Co Ltd. The Shares are yet to be allotted by the Company in view of the litigation which is pending before Honorable Company Law Board , Southern Region Branch, Chennai. The 5,66,52,140 Shares would be. allotted by the Company after favourable Order of the Honourable Company Law Board , Southern Region Branch, Chennai in this regard is received.

2 Secured Loans :

The Credit facility from Bank is secured primarily by current assets and further secured by the collateral on certain fixed assets of the Teledata Informatics Ltd, other than assets acquired on Hire Purchase. The Credit facilities of the Company including fund based and non fund based limits are further secured by personal guarantees of a Directors and relative of Directors, Corporate guarantees of four Body corporate including TOIL, collateral of shares pledged by director/Body corporate, certain land and buildings belonging to Directors/Body Corporate/relative of director.

3 Deposits in Bank Account:

Deposits in bank accounts are under lien to Banks as-margin for Bank Guarantee, Letter of Credit and Overdraft against Fixed Deposits.

4 Contingent Liabilities: (Rs. in lakhs)

Sl. Particulars 2008-09 2 007-08

1 Corporate guarantee given to Teledata Informatics Limited 31,000.00 63,800.00

2 Bank guarantee given to HSBC Chennai against advance - 3,957.03 received from debtors

3 Bank guarantee given to State Bank of India, Chennai - 5,966.48 against advance received from debtors

4 Bank guarantee given to UCO Bank, Chennai - 8,204.00 against advance received from debtors

5 Income Tax demands pending in Appeal 45.091



5 a. Provision for Taxation:

The Company follows territorial basis of taxation and provision has been done in respect of the foreign offices as per law of. those countries. The Company is eligible for tax exemption under Section 1QB of Income Tax Act, 1961 in respect of its export turnover from India . The Company has provided for income tax on the basis of Tax on Domestic turnover or Minimum Alternate Tax u/sll5JB which ever is' higher.

E. Quantitative Details

The Company is engaged in development and maintenance of computer software and maintenance of Ships. 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.

* - Includes shares pending to be allotted lying in Share Suspense Account.

6 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: -

7 Investments Related

a. The Company has investments of Rs.92.06 Lakhs in Teledata Marine Systems Pvt. Ltd, Singapore, .During the Current year company has sold 4,60,000 shares in Teledata Marine Systems Pvt. Ltd at SGD 1 per share and company's holding has been reduced to 9.66%. Accordingly company had lost the status of associate.

b. In respect' of the investments in Teledata SBC Logistics and Solutions Ltd (formerly SBC Data Ireland) of, - 100 equity shares amounting to Rs.76.31 Lakhs, ECM Maritime 99.89% holding of Rs 36,06.16 Lakhs (held . in escrow account) and Al Nahda Forwarding and Clearing Company LLC of Rs.967.44 Lakhs the Company is not in the possession of share certificates.

c. The Company is still in the process of transferring in its name the investments acquired from TDIL during the demerger. Those investments are held in the name of TDIL pending the transfer.

8 The Company has net foreign currency exposure (other than overseas offices) that are not hedged by a derivative instrument or otherwise amounting to Rs.18,265.15 Lakhs (P.Y.Rs 16,674.33 Lakhs) in respect "of payables and Rs.30,154.07 Lakhs (P.Y. Rs.33,463.23 Lakhs) in respect of gross receivables as on the balance sheet date.

9 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 yearend partially obtained confirmations from third parties for the balances at the end of the year. In the opinion of the management the balances outstanding are good and recoverable and no provision is foreseen in respect of the same,

10 In the opinion of the management the balances outstanding from overseas Debtors amounting to Rs.49,096.70 Lakhs including the balances outstanding below six months are good and recoverable and no provision is required in respect of the same as in the opinion of the management slow realization is due to the slowdown of US markets where Companies sales are prominent.

11 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.

12 The Company has marketing agreement with marketing agents in various countries to whom products are sold.

The revenue is recognized at the point of sale of products to marketing agencies irrespective of confirmation by the sale of marking agents to ultimate customers.

13 Miscellaneous Income includes profit on sale of assets of Rs.2.00 Crores (including sale of Ship) and profit on sale of Investment in Teledata Marine Systems pvt. Ltd. Singapore of Rs.0.96 Crore.

14 Segment Reporting

As per Accounting Standard 17 - "Segment Reporting" segment information has been provided Below :

i. Primary segment Information (By Business Segment) : The Company is principally engaged in the business of development and sale of software and business of Manning, maintenance and operation of ships.

15 The. Company has. not adopted AS 11( Effects of changes in' Foreign Exchange Rates). As per accounting, standards issued by ICAI, Rs,9775.01 Lakhs' gain on reinstatement of Debtors, 'Creditors during the year has not been recognized in the books of accounts.

16 In accordance with the notification no. GSR 719 (E) at 16.11.2007, issued by the Ministry of Corporate affairs, certain disclosures are required to be made relating to Micro, Small and Medium enterprises as defined under the Micro, Small and Medium Development Act, 2006. The company is in. the process of compiling the relevant information from parties about their coverage under the said act. Since the relevant information is not readily available no disclosures have been made in the accounts. However in view of the management, and relied upon by the auditors, the impact of interest, if any that may be payable in accordance-with the provisions of this act is not expected to be material.

17 Previous year’s figures are regrouped, rearranged and reclassified wherever necessary.