Teledata Marine Solutions LTD.: 3Rd Annual Report 2008-09

TELEDATA MARINE SOLUTIONS LTD.
3rd ANNUAL REPORT 2008-09
Annual Report 2008-2009

Teledata Marine Solutions Ltd.
Contents
Corporate Information Notice Directors Report Addendum to Directors Report Annexure to Directors Report Corporate Governance Report Management Analysis and Discussion Report Financial Statements Consolidated Financial Statements Statement u/s 212(8) Attendance Slip 03 04 08 10 12 13 19 21 43 68 69
CORPORATE INFORMATION
MANAGING DIRECTOR
Mr K Padmanabhan
DIRECTORS
Gp Capt K Balasubramanian, IAF (Retd) Mr N Sakthivel Mr Himanshu Joshi Mr Swapan Das Sarma Mr Nishit Kapoor Mr M Sridhar M/s. Lodha & Co Chartered Accountants Chesney Town House 28, (Old 72-0), Ehiraj Salai Egmore, Chennai 600008 Tel # 28251155 State Bank of India Overseas Branch, Chennai State Bank of Travancore Mumbai Main Branch Mumbai
COMPANY SECRETARY AUDITORS
BANKERS
REGISTERED OFFICE
Teledata Tower, 1st Floor, 37/1 Velachery Tambaram Main Road, Velachery, Chennai 600042 Cameo Corporate Services Limited, Subramanian Building, No 1 Club House Road, Chennai 600002 Teledata Tower, 2nd & 3rd Floor, 37/1 Velachery Tambaram Main Road, Velachery, Chennai 600042
SHARE TRANSFER AGENTS
STPI DIVISION
03
NOTICE OF 3rd ANNUAL GENERAL MEETING

Notice is hereby given that the Third Annual General Meeting of the shareholders of Teledata Marine Solutions Ltd will be held on 29th September 2009, at 11.00 A.M. at Raj Palace Sundar, No.12, Dr.Durgabai Deshmukh Road, Opp. To Sathya Studio, R.A.Puram, Chennai 600 028 , to transact the following business: ORDINARY BUSINESS: 1. 2. 3. 4. To receive, consider and adopt the audited Balance Sheet as at 31st March 2009 and Profit and Loss Account of the Company as on that date together with the Reports of the Auditors and Directors' thereon as on that date . To appoint a Director in place of Mr. K. Padmanabhan, who retires by rotation and being eligible offers himself for re-appointment. To appoint a Director in place of Mr N Sakthivel, who retires by rotation and being eligible offers himself for reappointment. To re - appoint M/s. Lodha & Co, as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on a remuneration to be fixed by the Board of Directors of the Company. To re - appoint M/s. S. Ramachandran & Co, Chennai as Branch Auditors of the Company , to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on a remuneration to be fixed by the Board of Directors of the Company.
5.
SPECIAL BUSINESS:
6. To consider and if thought fit, to pass with or without modification(s), the folllowing resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force, such Act being referred to as the Act), the applicable provisions of Foreign Exchange Management Act, 1999 (FEMA), rules, regulations, guidelines, notifications and circulars issued under FEMA including but not limited to Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, provisions of Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993, as amended, Chapter XIIIA of SEBI (DIP) guidelines and other applicable rules, regulations, guidelines, notifications and circulars of the Securities and Exchange Board of India (SEBI) and enabling provisions of the Memorandum and Articles of Association of the Company and the listing agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed, and subject to requisite approvals, consents, permissions and/or sanctions of SEBI, the Stock Exchanges, Reserve Bank of India, the Foreign Investment Promotion Board, and all other authorities as may be required, whether in India or outside India, and subject to such conditions as may be prescribed by any of them while granting any such approval, consent, permission, and / or sanction which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the Board be and is hereby authorized at its absolute discretion to create, offer, issue and allot in one or more tranches, in the course of domestic / international offerings to one or more persons as the Board may determine at its absolute discretion, whether or not they are members of the Company, including but not limited to domestic investors / foreign investors whether having presence in India or not / institutional investors / foreign institutional investors, members, employees, non-resident Indians, companies or bodies corporate whether incorporated in India or abroad, trusts, mutual funds, banks, financial institutions, insurance companies, pension funds, individuals or otherwise, whether shareholders of the Company or not, through a public issue, rights issue, preferential issue and / or private placement, with or without an over-allotment option, with or without reservation on firm and / or competitive basis of such part of the issue for such person or categories of persons as may be permitted, equity shares and / or equity shares through depository receipts including Foreign Currency Convertible Bonds and / or Global Depository Receipts and / or American Depository Receipts and / or Qualified Institutions Placement (QIP) and / or any other securities convertible into equity shares at the option of the Company and / or holder(s) of the securities and/or securities linked to equity shares and / or securities with warrants including any instruments or securities representing either equity shares and / or Foreign Currency
04
Convertible Bonds or convertible securities or securities linked to equity shares or equity shares / fully convertible debentures / partly convertible debentures or any securities, which are convertible or exchangeable with equity shares at a later date (hereinafter, collectively referred to as Securities), secured or unsecured, listed on any Stock Exchange inside India, through an offer document and / or prospectus and / or offer letter and / or offering circular and / or information memorandum and / or any other offering document(s) including an umbrella or shelf offering document, and / or listing particulars, as the Board in its sole discretion may at any time or times hereafter decide,for an aggregate amount not exceeding US$ 100 Million (approximately Rs 500 Crores at the current rate of exchange), inclusive of such premium from time to time, such issue and allotment to be made at such time or times in one or more tranches, denominated in one or more currencies, at such price or prices in such manner and where necessary in consultation with the lead managers and / or underwriters and / or stabilizing agents and / or other advisors or otherwise on such terms and conditions as the Board may, in its absolute discretion, decide at the time of issue of Securities with a greenshoe option not exceeding 15% of the issue size, through an offer document and / or information memorandum as the Board in its sole discretion decide. RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid offer/issue of securities may have all or any terms or combination of terms in accordance with the prevalent market conditions including but not limited to terms and conditions relating to payment of interest, dividend, premium or redemption at the option of the Company and/or the holders of the securities including terms for offer/issue of additional equity shares or variation of the conversion price or period of conversion of securities in to equity shares or terms pertaining to voting rights or option(s) for early redemption of securities and the Board be and is hereby authorised to determine the form, terms, timing of the offer(s)/issue(s) including the class of investors, number of securities to be issued and/or allotted in each tranche, offer/issue price, face value, premium amount on issue / conversion of securities, redemption of securities, rate of interest, redemption period, listing on one or more Stock Exchanges in India or overseas as the Board may in its absolute discretion deem fit and to make and accept any modifications in the proposal as may be required by the authorities and to do all acts, deeds, matters and things as may be necessary and to settle any questions or difficulties that may arise in regard to the said offer(s)/issue(s) of securities. RESOLVED FURTHER THAT the Board be and is hereby authorized to offer, issue and allot such number of ordinary equity shares ranking pari-passu, inter-se, with the then existing ordinary shares of the Company in all respects from time to time as may be required to be issued and allotted upon exercise of conversion option by the holder(s) of the securities in accordance with the terms of the issue of securities. RESOLVED FURTHER THAT the consent of the Company be and is hereby granted in terms of Section 293(1)(a) and other applicable provisions, if any, of the Act and subject to all necessary approvals, to the Board to secure, if necessary, all or any of the above Securities to be issued by the creation of mortgage and / or charge on all or any of the Company's immovable and / or movable assets, both present and future, in such form and manner and on such terms as may be deemed fit and appropriate by the Board. RESOLVED FURTHER THAT the Board and / or any entity, agency or body authorised and / or appointed by the Board may, upon issue of such Securities, issue depository receipts representing the underlying Securities issued by the Company in negotiable registered or bearer form with such features and attributes as are prevalent in international capital markets for instruments of this nature and to provide for the tradability and free transferability thereof as per international practices and regulations in or under such form and practices as may be prevalent in the international market. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and matters flowing there from, connected with and incidental to any of the matters mentioned in the aforesaid resolution, the Board be and is hereby authorized on behalf of the Company to take all actions and to do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient to the issue / offer or allotment or conversion of the aforesaid Securities, listing thereof with any of the international / domestic stock exchange(s) and to resolve and settle all questions and difficulties that may arise in the proposed issue / offer, allotment and conversion of any of the aforesaid Securities, utilization of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board may in its absolute discretion deem fit, without being required to seek any further consent or approval of the shareholders or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.
05
7.
To consider and if thought fit, to pass, the following resolution, with or without modification(s), as an Ordinary Resolution
RESOLVED THAT in accordance with the provisions of Section 16, 94 and other applicable provisions, if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby increased from Rs. 31,00,00,000/- (Rupees Thirty One Crores Only) divided into 15,50,00,000 Equity Shares of Re. 2/- each to Rs. 100,00,00,000/- (Rupees One Hundred Crores Only) divided into 50,00,00,000 Equity Shares of Re. 2/- each by creation of additional 34,50,00,000 Equity Shares of Re.2/- each and in consequence thereof the existing Clause V of the Memorandum of Association of the Company relating to share capital be substituted by the following claus The Authorised Share Capital of the Company is Rs. 100,00,00,000/- (Rupees One Hundred Crores Only) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Re. 2/- (Rupees Two) each with the power to increase or decrease, consolidate or sub-divide the shares under the provisions of the Companies Act, 1956. 8. To consider and if thought fit, to pass, the following resolution, with or without modification(s), as a Special Resolution: RESOLVED THAT in accordance with the provisions of Section 31 of the Companies Act, 1956 and all other applicable provisions, if any of the Companies Act, 1956, the Articles of Association of the Company be and are hereby altered as follows: After Article 8A, the following new Article numbered 3A shall be inserted as under:
8B : Issue of Securities The Company may issue Debentures, Debenture Stock or loan, loan stock , Global Depository Receipts (GDRs), American Depository Receipts (ADRs), Share Warrants or any other security convertible in to or exchangeable for the Shares of the Company or conferring the right to allotment or the option of right to call for allotment of shares of the Company, securities linked to Equity Shares, securities with Warrants, including Foreign Currency Convertible Bonds (FCCBs) and Foreign Currency Exchangeable Bonds (FCEBs) subject to, and in accordance with, applicable laws, including provisions of the Companies Act, 1956, the Securities and Exchange Board of India (SEBI) Guidelines, Regulations and instructions and subject to other applicable legal and regulatory provisions to any eligible person, including Qualified Institutional Buyers, Foreign / resident investors, Indian and or Multinational Financial Institutions, Mutual Funds, Banks, Non-Resident Indians, stabilizing agents and any other categories of investors, whether they be holders of shares of the Company or not. /By order of the Board/ for Teledata Marine Solutions Ltd.,
Place: Chennai Date: 03/09/2009
Sd/K Padmanabhan Managing Director
06
Note: 1.A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. Proxies, in order to be effective must be deposited at "Teledata Tower", 37/1, Velachery Tambaram Main Road,Velachery, Chennai 600 042 at least 48 hours before the commencement of the meeting. 2.An Explanatory Statement as required under Section 173(2) of the Companies Act, 1956 in respect of special business under item No. 6 to 8 is annexed hereto 3. The share transfer books and register of members of the company will remain closed from 28th September 2009 to 29th September 2009 (both days inclusive) 4.Members holding shares in dematerialized form are requested to notify immediately any change in their address and bank details to their depository. 5.Members holding shares in physical form are requested to notify immediately any change in their address and bank details to the company or their share transfer agent M/s. Cameo Corporate Services Ltd. 6.Members or proxies are requested to bring duly filled in attendance slips sent herewith for attending the meeting.
Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 Item Nos. 6, 7, 8. Considering the funding needs and current market conditions, in order to augment the resources available to the Company, it is also proposed to offer, issue and allot, Foreign Currency Convertible Bonds (FCCBs), and / or other equity linked securities and / or securities convertible into equity shares, at later date, and / or Global Depository Receipts (GDRs) and / or American Depository Receipts (ADRs) and / or Qualified Institutions Placement (QIP), up to a sum not exceeding US$ 100 million (approximately Rs 500 Crores at the current rate of exchange). In terms of the requirements of Section 81(1A) of the Companies Act, 1956, the said offer including any rights issue offer and issue of FCCBs or similar securities with conversion option for converting the said Bonds into equity shares would require your consent and approval. To facilitate issue of shares, if any, arising out of conversion of the said securities your approval would be necessary to increase the existing authorized share capital of the Company from the present Rs. 31 Crores to Rs.100 Crores, and the proposed amendment to the Memorandum of Association of the Company is consequential in nature. The alteration of Articles of Association is to enable the Company to raise money, both in India and Abroad, by issue of all types of securities. It also enables the Company to create, issue, allot any existing or new financial instruments that may be available in Capital market. None of the Directors of the Company is, in any way, concerned or interested in the resolution except in the capacity of the Shareholder(s) of the Company. Your Directors, therefore, recommend the resolutions number 6 and 8 to be passed as Special Resolutions and resolution number 7 as Ordinary Resolution by the members
/By order of the Board/ for Teledata Marine Solutions Ltd.,
Sd/K Padmanabhan Managing Director
07
DIRECTORS' REPORT
To The Members Teledata Marine Solutions Ltd. Chennai 600042 Your Directors have pleasure in presenting the Third Annual Report of the company along with the Audited statement of Accounts for the year ended March 31, 2009. The financial performance of the Company for the year ended 31st March 2009 is highlighted below: (Rs.in lacs)
Particulars Income Total Revenue Total Expenditure Operating Profit/(Loss) PBIDT Interest Depreciation/Amortization Profit Before Tax (PBT) Provision for Tax Profit after Tax (PAT)
REVIEW OF OPERATIONS
Period Ended 31 March, 2008 58,910.15 58,910.15 52472.16 6437.99 1618.95 2,970.92 1848.12 216.29 1631.83
Period Ended 31 March, 2009 50506.90 50506.90 48470.71 2036.99 1298.9 23.14 714.15
33.36
680.80
The Company total turnover aggregated to Rs 50,506.90 lacs for the period under review as against Rs 58,910.15 lacs during the year 2007-08. In view of continued global recession and gloom in the markets coupled with the ongoing crisis in shipping markets, the Company's performance has not been to its expectations during the period under review. But with markets improving and continued stability witnessed in the markets, the Company is of the firm belief that the Company operations and profitability will improve by leaps and bounds in the near future. The Company in anticipation of the gloom, disposed off two of its Dry Bulk Carriers vessels MV SKALA and MV SKALA1 owned by its subsidiaries during the months of May and June 2008. The same is duly accounted and reflected in the books of accounts. INDUSTRY OUTLOOK: Shipping is a cyclical business and depends amongst other factors, ship manufacturing activity around the world. Similar to other business, its performance is directly linked to the state of the world economy. By the first quarter of year 2008, global recession had set in and BALTIC Dry index, an indicator of health of shipping markets fell abnormally to its lowest level ever witnessed in recent years. The year 2008 can be described as one of the worst years in shipping markets with ship manufacturing activity and trading (purchase & sale of vessels) coming to an abrupt stop. There is some positive developments in the industry and it is expected to retain its vigour by the financial year 2011-12, but the road to recovery has already started. The Company also sees this as an opportunity to re-enter into Ship Owning business in view of availability of vessels at attractive levels. DIRECTORS During the year ended 31st March, 2009, Mr K Padmanabhan and Mr N Sakthivel, Directors, who retires by rotation and being eligible, offers themselves for re-appointment. During the year Mr M S Nagarajan who was associated with the Company as Wholetime Director, resigned from the services of the Company in the month of June 2009. The Board accords its deep appreciation for the services rendered by Mr M S Nagarajan. SUBSIDIARY OPERATIONS: The Company has applied for exemption from the Central Government under Section 212(8) of the Companies Act, 1956 with regard to attaching the Balance Sheet, Profit and loss account, and other documents of the subsidiaries for the financial year 2008 -09 The summary of the key financials of the company's subsidiaries is included in this Annual Report. STATUTORY DISCLOSURES The Company has published the statutory advertisement as per Clause 8.3.5.4 of SEBI (DIP) Guidelines 2000 in the newspapers on 26th August 2009 and the same has been sent to the statutory authorities to enable listing of 9,08,34,540 equity shares of the Company at Bombay Stock Exchange and National Stock Exchange.
08
DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm: That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. That the Directors had prepared the annual accounts on a going concern basis. DIVIDEND The Board has decided not to declare dividend for the financial year ended 31st March 2009. FIXED DEPOSITS Your Company has not accepted any fixed deposits during the year under review. PARTICULARS OF EMPLOYEES The particulars prescribed under Section 217(2A) of the Companies Act 1956, are set out separately in the Annexure to Directors Report, which forms a part of this report. AUDITORS The auditors M/s. Lodha & Co, Chartered Accountants, Chesney Town House, 28 (Old 72-0) Ethiraj Salai, Egmore, Chennai, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The Company being in the business of manning and maintenance of offshore vessels, the provisions of Section 217 (1) (e) read with the (Disclosures of particulars in report of Board of Directors) rules, 1988 is not applicable. Nevertheless, a separate report is annexed to the Directors Report stating the requisite particulars. The details of Foreign Exchange Earnings and outgo have been separately stated under Annexure to Directors Report. DECLARATION REGARDING COMPLIANCE PERSONNEL WITH THE CODE OF CONDUCT BY BOARD MEMBERS AND SENIOR MANAGEMENT
This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Non Executive Directors. In addition, the Code of Conduct is also applicable to senior management personnel ie Members of the Management one level below the Executive Directors with effect from 11th April 2008. ACKNOWLEDGEMENTS The Board of Directors takes this opportunity to express its sincere appreciation for the continued support and confidence received from Bankers, Customers, Suppliers, Distributors, Shareholders and other business associates. Your Directors place on record their deep appreciation of the dedicated efforts of the Employees at all levels and look forward to even further significant contributions in future as well. Your Directors look forward to the future with confidence. For and on behalf of the Board of Directors -sdK Padmanabhan Managing Director -sdN Sakthivel Director
09
ADDENDUM TO DIRECTORS' REPORT

Directors' comments on the qualifications made by auditors in their report on stand alone financial statements of the company 1. We are unable to comment on the ultimate realisability of investments amounting to Rs 34.83 lakhs in the absence of audited/unaudited financials for the last two years which is the substance of the said investments as referred to in Note no 13(a) of Schedule Q DC: During the year the Company has sold 4,60,000 shares in Teledata Marine Systems Pte Ltd Singapore and accordingly the Company has lost the status of associate Company. The Board of directors are of the opinion that the subsisting investments in Teledata Marine Systems Pte Ltd Singapore of Rs. 34.83 Lakhs are realizable. 2. The company has not translated certain debtors and creditors at the year end in terms of accounting standard 11 and consequently the profit for the year is less by Rs 9775.01 lakhs and also not complied with the Accounting standard on Employee benefits issued by the Central Government u/s 211 ( 3C) of the Companies Act, 1956. DC: The Company would be complying with the provisions of Accounting Standard 11 Treatment of Exchange Differences and Accounting Standard 15 Employee Benefits (revised 2005) with regard to disclosures and valuation in the coming years. 3. In our opinion, there is not continuing failure to correct the major weakness in the internal control systems except in case of sale of goods and services, wherein the company does not keep the details of the end users of the software licenses sold through the agents DC: The Company has marketing agreement with marketing agents in various countries through whom products are sold and hence the onus of keeping details of end users of software licenses lie on the above Marketing Agents. The normal practice is to recognize revenue at the point of sale of products to marketing companies. Under any circumstances, where there are any sales returns, the same is accounted as per applicable Accounting policies. 4 The Investments shown in the accounts are held in the name of the company except in the case of certain foreign subsidiaries in respect of which we are unable to comment whether the same is in the name of the company in the absence of share certificates as referred in note no 11 C DC: The Company is taking necessary steps to get the share certificates in its possession from ECM Maritime LLC, Al Nahda Forwarding & Clearing Co LLC and Teledata SBC Logistics & Solutions Ltd.
10
Directors' comments on the qualifications made by auditors in their report on consolidated financial statements of the company
1.
Certain subsidiaries as disclosed in Note no.4(b) of schedule 'Q' have been consolidated on the basis of unaudited financial statements which reflect total assets (net) of Rs.44,09.15 Lakhs as at March 31st, 2009, total revenues of Rs.44,91.25 Lakhs and aggregate losses (net of profits) after taxes of Rs.3,12.31 Lakhs for the year ended on that date. The financial statements of these subsidiaries have been certified by the Management and have been furnished to us, and in our opinion, in so far as it relates to the amounts included in respect of the subsidiaries are based solely on certified unaudited financial statements. We have relied on management certification for elimination of inter company transactions of the group in the absence of any confirmation from the directors/auditors of group companies; DC: The Management confirms the veracity and accuracy of the financial statements and confirms that the same would be audited in due course of time.
2.
We are unable to comment on the ultimate realisability by Parent Company of investments amounting toRs.34.83 lakhs (P.Y. Rs.92.06 Lakhs) in the absence of audited / unaudited financials for last three years which is the substance of the said investments as referred in Note no.11 (a) of schedule Q DC: The Board of directors are of the opinion that the investments in Teledata Marine Systems Pte Ltd Singapore of Rs 34.83 Lakhs are realizable
3.
We draw attention to Note no.18 of Schedule Q on booking of revenue on sale of products to marketing agents of the Parent Company. The quantification and evaluation of amount for the balance products lying unsold cannot be determined. DC: The Company has agreement with marketing agents in various countries through whom products are sold. The normal practice is to recognize revenue at the point of sale of products to marketing companies. Under any circumstances, where there are any sales return, the same is accounted as per applicable Accounting policies. 4 We draw attention to note no. 13 of schedule Q wherein overseas debtors of Parent Company amounting to Rs.58,468.37 Lakhs which are outstanding for considerable period of time as on date of this report are considered good and recoverable DC: The Board of Directors are of the opinion that they are good and recoverable and they are taking necessary steps to recover the amounts from the customers. 5 The Group has not complied in respect of prescribed method of valuation of employee benefits and required disclosures in accordance with Accounting Standard 15 - Employee Benefits (revised 2005), issued by the Central Government U/S 211(c)of the Companies Act 1956 DC: The Company would be complying with the provisions of Accounting Standard 15 Employee Benefits (revised 2005) with regard to disclosures and valuation in the coming years.
11
ANNEXURE TO DIRECTORS' REPORT

A) Conservation of Energy: The major operations of your Company are not energy intensive. The Company has, however taken adequate measures to conserve energy consumption by using efficient computer terminals and building management systems. The impact of these efforts has enhanced energy efficiency. As energy cost forms a very small part of total expenses, the financial impact of these measures is not material and not measured. B) Technology Absorption, Adaptation and Innovation: The Company's business demands constant absorption of and adaptation to changing technologies to stay competitive in the rapidly changing world. i) The Company uses latest technologies for improving the productivity and continues to keep its thrust in modern technology applications. ii) Benefits derived as a result of the above efforts The technology infrastructure has remained state-of-the-art and the Company is able to provide highly productive work environment to its employees. This has resulted in world-class product development and product improvement. C) Foreign Exchange Earnings and Outgo Your Company is making continuous efforts to explore new foreign markets and increase its share in the market for export of software. The details of foreign exchange earned and the outgo, is as under: (Rs. in lakhs) Particulars Foreign Exchange Earnings Foreign Exchange Outgo As on 31.03.2009 25,448.59 12,921.44
D) Particulars of Employees PARTICULARS OF EMPLOYEES (PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956) AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 2009 Designation / Nature of Duties Qualific ation Experi ence (Years ) Previous Employ ment Designation/ Period of Employer Employment
Name
Age (Yrs)
Date of Joining
Gross Remun eration (Rs.)
Mr M S Nagarajan
56 yrs
Associated with the Company in various capacities since 2003 including heading the Ship Owning Division.
Since 2003
1. BE Qualified 2. ISM 3. ISO Auditor
30 years
Essar Shipping Sanmar Shipping
8,00,000
Note : 1 Gross Remuneration comprises total salary, commission and value of perquisites in terms of actual expenditure incurred by the Company except in case of motor car and furniture where taxable value has been taken. 2. The above employee is not a relative of any Director of the Company. On behalf of the Board of Teledata Marine Solutions Ltd K Padmanabhan Managing Director Place: Chennai Date: 03/09/2009
N Sakthivel Director
12
REPORT ON CORPORATE GOVERNANCE

As on the date of issuance of the Annual Report, the Equity Shares of the Company have not been listed on Bombay Stock Exchange and National Stock Exchange. This report has been included as a part of voluntary disclosure.
ANNEXURE TO DIRECTORS' REPORT

1. Company's Philosophy on Code of Corporate Governance The Basic philosophy of the company towards Corporate Governance is to protect and enhance the long term value of all the stakeholders shareholders, clients, creditors and employees. The Company is committed to achieve these objectives within regulatory framework through transparency in its dealings. 2. Board of Directors a) Composition and category of Directors as on March, 31, 2009
Sl. No 1. 2. 3. 4. 5. 6. 7.
Name(s) of Director(s) Gp. Capt. K.Balasubramanian IAF (Retd) Mr K Padmanabhan Mr. N.Sakthivel Mr Himanshu Joshi Mr M S Nagarajan* Mr Swapan Das Sarma Mr Nishit Kapoor
Category Non Executive Managing Director Non Executive Non Executive Wholetime Director Non Executive Non Executive
Status Promoter Promoter Non promoter Non promoter Non promoter Non promoter Non promoter
Independent / Non Independent Non independent Non independent Independent Independent Non independent Independent Independent
*Mr M S Nagarajan has resigned from the Board and relieved as on 8.6.09
(b) Other Directorships

Sl. No Name(s) of Director(s) Category Number of directorships in other Indian companies 5 5 4 Number of Committee memberships held in other companies 3 1 4
1. 2. 3.
Gp. Capt. K.Balasubramanian IAF (Retd) Mr. K. Padmanabhan Mr. N.Sakthivel
Chairman Managing Director Non Executive
(C)Number of Board Meetings held during the Financial year

The Board met on the following dates during the financial year 2008-2009. Total of 7 meetings were conducted during the year. Sl. No. Board Meeting Date Sl. No. Board Meeting Date (2008 09) (2007 08) 1. 2. 3. 4. 5. 6 7 11/04/2008 10/07/2008 06/09/2008 12/11/2008 01/12/2008 29/12/2008 11/03/2009 1 2 3 4 5 6 7 8 9 10 11 09/04/2007 16/04/2007 25/07/2007 26/09/2007 18/10/2007 24/10/2007 01/11/2007 24/11/2007 04/12/2007 30/01/2008 20/03/2008
13
d) Attendance of the Board of Directors at the Board Meetings and Annual General Meetings. Name of Director 1 2 3 4 5 6 7 No. of Board Meetings Held: 07 Attended Gp.Capt. K.Balasubramanian Mr. K.Padmanabhan Mr. N.Sakthivel Mr. M S Nagarajan Mr. Swapan Das Sarma Mr Himanshu Joshi Mr. Nishit Kapoor 07 07 07 07 01 01 Nil Last AGM Attendance (Yes/No) Yes Yes Yes NA NA NA NA
e) Particulars of Sitting Fees/ Remuneration/ Commission paid to the Directors during the Financial year 2008-09. No sitting fees or commission was paid to Directors during the Financial year 2008-09. f) Code of Conduct for Board of Directors and Senior Management Personnel
The company has adopted a code of conduct for the Board and Senior Management personnel. The code has been communicated to directors and the senior management. And they all have confirmed compliance with the Code for the year/period ended 31st March, 2009. The annual report contains a declaration to this effect signed by Managing Director. Declaration pursuant to clause 49 of the listing agreement for the year ended 31st March, 2009. To The Shareholders of Teledata Marine Solutions Ltd. We hereby declare that all members of the Board and senior management have affirmed compliance with the respective provisions of the code of Business conduct and ethics of the company formulated by the Board of Directors. For and behalf of the Board -SdK Padmanabhan Managing Director Place: Chennai Date: 03/09/2009
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3. Audit Committee The Composition and terms of reference of the audit committee are in compliance with the requirements of Clause 49 of Listing Agreement. The members of the Audit Committee are as follows: Sl. No. 1. 2. Name Gp.Capt. K.Balasubramanian IAF( Retd ) Mr. N.Sakthivel Category Chairman Non Executive Non Executive Non Executive Status Member Member Member Member Independent / Non Independent Non Independent Independent Independent Independent
3. 4.
Mr.Swapan Das Sarma Mr. Himanshu Joshi
4.
Share Allotment/ Transfer/ Investor Grievance Committee
The Company's shares are will be compulsorily traded in de- materialised form. M/s.Cameo Corporate Services Ltd are appointed as Registrar and Share Transfer Agent of the Company. Constitution of the Committee
Sl. No. 1.
Name Gp.Capt. K.Balasubramanian IAF( Retd ) Mr. K. Padmanabhan Mr. N.Sakthivel
Category Executive
Status Chairman
Independent / Non Independent Non Independent
2. 3
Executive Non Executive
Member Member
Non Independent Independent
The details of shareholders grievances received/replied/pending: Type of complaint Non receipt of dividend. Demerger related / Listing Stock Exchanges / SEBI Change of address Non receipt of Annual report Total Received Nil 47 29 12 39 127 Replied Nil 47 29 12 36 124 Pending N il 0 0 0 3 3
5. Details of Annual / Extraordinary General Meetings: The Company was incorporated on 27.07.2006, and the present meeting is the Third Annual General Meeting of the Company. The Company convened the First Annual General Meeting on 23rd November 2007 at 1.00 p.m at the then Registered Office situated at 2AB Gee Gee Emerald, 151, Village Road, Nungambakkam, Chennai 600 034. The Second Annual General Meeting was held on 30th December 2008 at Rani Seethai Hall, 601, Anna Salai, Chennai 600 006 at 02.45 p.m.
15
The Company conducted Extra ordinary General Meeting on various dates since Incorporation the details of which are given below: Year 2006 - 07 AGM/EGM EGM Location 2AB, GEE GEE Emerald No.151, Village Road, Nungambakkam, Chennai-600 034 -doDate 28 -10 -2006 Time 11.00 A.M
-do-
EGM
30 -10 -2006
02.00 P.M
-do-
EGM
-dospecial resolution(s) in the
27 -11 -2007
02.00 P.M
The company has passed 30.10.2006 & 27.11.2007.
Extra Ordinary General meeting held on 28.10.2006,
The company has passed resolutions for allotment of shares to the members of M/s.Teledata Informatics Ltd pursuant to the Composite scheme of Arrangement in the EGM held on 27.11.2007 6. Disclosures
were no materially significant related party transactions, which may have potential conflict with the There
interests of the Company.

The transactions with the subsidiaries and associate companies etc. of routine nature have been reported
elsewhere in the Annual Report as per Accounting Standard 18 (AS-18) issued by the Institute of Chartered Accountants of India .
mandatory requirements specified under clause 49 have been complied with. All the are no material non listed Indian Subsidiary Company in respect of which disclosures are to be given as There
per Subclause III of Clause 49 of the Listing Agreement. An appeal has been filed before the Division Bench of the Hon'ble High Court of Madras, Chennai, against the composite scheme of arrangement sanctioned by the Single Judge of the Hon'ble High court of Madras, Chennai and the appeal is pending for final arguments. 7. Means of Communication
Listing, the financial statements would be published in newspapers as prescribed. Upon The Results would also be displayed in URL named www.teledatamarine.com Any official news releases are also
updated in the website. No specific presentation was made to financial analysts during the year. 8. Management Discussion and Analysis Appended to this Report. 9. General Shareholders' Information
Date of book closure Venue of the Annual General Meeting (AGM) : Date and Time of AGM Registered Office 28.09.2009 to 29.09.2009 Raj Palace Sundar,No.12, Dr.Durgabai Deshmukh Road, Opp. To Sathya Studio, R.A.Puram, Chennai 600 028 29 th September 2009, 11.A.M.
Teledata Tower Ist Floor, 37/1, Velachery Tambaram Main Road, Velachery, Chennai 600 042.
16
10. Stock Market Data: The shares of the company will be listed in BSE / NSE soon. 11. The Company's Transfer Agents and Depository Registrars are: Cameo Corporate Services Ltd. Fifth Floor, Subramanian Building, No.1, Club House Road, Chennai 600 002 Tamil Nadu, India. Tel: 91-44-28460390/91/92/93 e-mail: cameo@cameoindia.com 12. Shareholding Pattern as on March 31, 2009 S.NO CATEGORY NO. OF SHARES HELD 17305190 PERCENTAGE OF SHARE HOLDING 19.05
1.
Promoters Indian Promoters Foreign Promoters Persons acting in concert Sub -Total (1+2)
2.
NIL 17305190
19.05
Institutional Investors a.Mutual Funds and UTI b.Banks,FinancialInstitutions, InsuranceCompanies(Central/State Govt. Institutions/Non - Government Institutions c.Foreign Institutional Investors Others a.Private Corporate Bodies b.Indian Public c.NRIs/OCBs d.Foreign Collaborators e.Foreign Companies Clearing Members and Trusts
2600
14860049
16.36
4..
10152433 46729360 1754749 -
11.18 51.44 1.93 -
5. Sub -Total (3+4+ 5)
30159 73529350 -
0.03 80.94 -
Shares held by Custodians 6. GRAND TOTAL (1+2+3+4+5+6) 90834540
100.00
13. Graphical representation of shareholding pattern as on 31st March, 2009
17
14. Shares dematerialized upto March 31, 2009 No. of Shares 85693989 % of shares 94.34% No.Shareholders 110472 % of Shareholders 99.99%
15. Address For Investors' Correspondence: a. Mr.M Sridhar, Company Secretary, Teledata Marine Solutions Ltd, Teledata Tower, Ist Floor, 37/1, Velachery Tambaram Main Road, Velachery, Chennai 600 042 PHONE: 91-44-4220 7000 E-mail: sridharm@teledatamarine.com Webpage: www.teledatamarine.com Mr.R.D.Ramasamy, Director, Cameo Corporate Services Ltd. Fifth Floor, Subramanian Building, No.1, Club House Road, Chennai 600 002 Phone: 91-44-28460390/91/92/93 E -mail: cameo@cameoindia.com
b.
18
ANNEXURE - A MANAGEMENT DISCUSSION, ANALYSIS AND REVIEW A. INDUSTRY STRUCTURE AND DEVELOPMENT :
The Company's lines of business include the following
Maritime Enterprise Products and IT Solutions Maritime Education & E Learning Maritime Services
The Company presently has a line of products including Ship Manager, a comprehensive Ship Software which is installed on board across the vessels in the globe. Your company is also engaged in conducting Marine E learning courses and has tied up with many notable institutes in United Kingdom, Malaysia, Singapore etc Under the impact of global recession, Maritime Services is one business that has been affected the most. The overall economic scenario prevalent today presents a gloomy outlook for the Shipping and Marine sector. Statistics reveals that the shipping industry in general is expected to remain negative for the next 12 to 18 odd months. The shipping industry can be generally classified into wet bulk, dry bulk and liners. The negative outlook applies to all three sectors: dry bulk, tankers and liners. The Company's subsidiary Navakun Transport Company owns 5 lpg carriers in the coast of Thailand and operates within the territorial waters of Thailand. Your company is also in the business of Freight Forwarding and Customs Clearance activities in Al Selaa border of UAE. This business is done through its subsidiary Al Nahda Forwarding and Clearing LLC. This apart, your company also has investments in ECM Maritime LLC, a US based company engaged in the business of oil pollution compliance certification in US and Teledata Marine Solutions Ltd, Bangladesh which owns a LPG terminal, refilling and distribution plant in the port of Mongla. Your Company also has a subsidiary named Teledata SBC Logistics & Solutions Ltd, engaged in providing software solutions to the transportation and logistics Industry. This Company is based in Dublin, Ireland. Apart from vessel overcapacity, unstable operating costs - due primarily to volatile bunker costs - have also undermined profitability in all three sectors.
B. THREATS, RISKS AND CONCERNS :

Amongst the cyclical industries, the shipping industry is considered to be most cyclical with shortest buoyancy and longest recessionary periods. This is reflected in volatile freight rates. Thus, aligning with the international trends, the shipping industry in India is also exposed to perceived risks of decline in charter/freight rates from time to time. Shipping Industry being highly capital intensive, there is no assurance that additional resources would be available when needed. The Company in its endeavor to minimize the risks associated with its type of business is employing competent team of professionals and is focused towards implementation of modern maritime practices. In order to mitigate the risks the Company proposes to take various steps to limit the various factors that emanate risks. These include: Insurance credit check of the client portfolio Proper A judicious mix of time and voyage charters to hedge spurt in the freight rates. Supporting customers, growth and competitiveness Engaging in long term charter hires
C. SEGMENT WISE PERFORMANCE :

The Company operates in the following segments viz Maritime Enterprise Products and IT Solutions, Maritime Education & E Learning and Maritime Services. Under Maritime Services, Pollution Compliance, Freight Forwarding and LPG Transportation are included. All these segments are related to shipping. Till the first quarter of the year, the Company was also owning two dry bulk carriers namely SKALA and SKALA1. With excellent forecasting techniques, your company disposed these vessels in the months of May and June 2008, much before the recession had set in. The Company has still managed to keep its IT Solutions and Education & e Learning segments intact. Your Company's current figures is almost at par on revenue level with that of March 2008 figures. This includes profitability amount from sale of vessels which have been duly accounted in the books of accounts as on 31.03.2009.
D. OUTLOOK :
It is expected that despite the recessionary trends, the world Shipping industry is poised for growth after achieving break even and will register grown after financial year 2011-12. Your Company, with some inherent advantages such as low operational costs and committed professional manpower is expected to cash on the opportunities provided.
19
E. DISCUSSION PERFORMANCE :
ON
FINANCIAL
PERFORMANCE
WITH
RESPECT
TO
OPERATIONAL
Despite the constraints your company had to face during financial year 2008-09, its performance has been at par.
F. QUALITY & SAFETY :

Your company firmly believes that pursuit of excellence is one of the critical components for competitive success in the global market. Your Directors take pleasure in informing you that your company continues to have the prestigious ISO 9001-2000 Certification and is on continuous journey towards continual improvement to make its Quality Management System more effective.
G. HUMAN RESOURCES :
The Company considers its employees as partners in growth. They have played a significant role and enabled the Company to deliver superior performance year after year.
H. ADEQUACY OF INTERNAL CONTROLS :

The Company has adequate and effective internal control systems commensurate with the size of its operations. The internal control system provides for well-documented policies, guidelines, authorizations and approval procedures and ensures optimal use of resources at its disposal. Internal audit is being carried out extensively throughout the year in areas such as Income, Expenditure, Financial Accounting and Statutory Compliances. The primary objective of such audit is to test the adequacy and effectiveness of all internal controls laid down by the Management and to suggest improvements.
I. CAUTIONARY STATEMENT :
Statements in the Management Discussion and Analysis describing the Company's strategies on business, projections and estimates are forward looking statements. The actual results may vary from those expressed or implied, depending upon economic conditions, Government policies, regulations, tax laws and other incidental factors.
20
AUDITORS' REPORT TO THE MEMBERS TELEDATA MARINE SOLUTIONS LTD Chennai. 1. We have audited the attached Balance Sheet of TELEDATA MARINE SOLUTIONS LTD as at 31st March 2009 and the Profit and Loss Account for the year ended on that date and also the Cash Flow Statement for the year ended on that date annexed thereto, in which are included the returns of the foreign offices at USA and Dubai, which are audited by another firm of Chartered Accountants. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Attention is invited to the following: 3.1 We are unable to comment on the ultimate realisability of investments amounting to Rs 34.83 lakhs in the absence of audited/unaudited financials for the last two years which is the substance of the said investments as referred to in Note no 13(a) of Schedule Q. Note No.18 of schedule Q wherein debtors amounting to Rs 25.90 lakhs which are outstanding for considerable period of time as on the date of this report are considered good and recoverable. The company has not translated certain debtors and creditors at the year end in terms of accounting standard 11 and consequently the profit for the year is less by Rs 9775.01 lakhs and also not complied with the Accounting standard on Employee benefits issued by the Central Government u/s 211 ( 3C) of the Companies Act, 1956.
2.
3.
3.2
3.3
Subject to the above 4. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received in respect of offices not visited by us and the report of the foreign office auditors have been considered by us in preparation of the report. In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards issued by the Institute of Chartered Accountants of India referred to in sub section (3C) of section 211 of the Act, to the extent applicable except for non compliance in respect of the prescribed method of valuation of employee benefits and required disclosures in accordance with the Accounting Standard on Employee benefits and non translation of the amount of debtors and creditors at the year end date as required by the Accounting Standard AS 11. On the basis of written representations received from directors as on March 31, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Act.
5.
6.
7.
21
8.
In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with "Significant Accounting Policies contingent liabilities and Notes to Accounts" appearing in Schedule Q and subject to Para 3 mentioned above, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i) ii) Iii) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2009; in the case of the Profit and Loss Account, of the PROFIT of the Company for the year ended on that date; in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date
9.
As required by the Companies [Auditors' Report] Order 2003 and other amendments to the order, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and information and explanations given to us, we further report that: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (B) We were informed that the physical verification of assets was carried out during the year, and no material discrepancies between book records and physical inventory have been noticed on such verification and in our opinion the frequency of verification is reasonable. ( c) During the year the Company even though had disposed some assets, the same does not affect the going concern of the company.
(i)
(ii) (iii)
In our opinion, the company does not have any inventories and as such the clauses relating to inventory, valuation etc., under the Order is not applicable. According to the information and explanations given to us, the company has granted interest free unsecured loans to 4 parties covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum balance outstanding during the year including those given during the year is Rs 18971.04 lakhs and the balance as at the year end is Rs 15594.69 lakhs. As explained by the management, the terms and conditions of the above are not prejudicial to the interests of the company. The principal amount has not fallen due and the same is repayable on demand. In our opinion and according to the information and explanations given to us, the company has not taken any loan, from companies, firms or other parties listed in the register maintained u/s 301 of the companies Act, 1956 and hence clauses 4(iii)(e) to (g) of the Order is not applicable to the company. In our opinion and according to the information and explanations given to us, and having regard to the explanations that purchases of certain items of contents and consumables for projects are for the company's specialized requirements for which suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control systems commensurate with the size of the company and nature of its business with regard to purchases of contents through approval by the technical committee and with regard to sale of services. During the year, the management has taken steps to strengthen certain weakness in general controls in technical department to make this commensurate with the size and nature of the business. In our opinion, there is not continuing failure to correct the major weakness in the internal control systems except in case of sale of goods and services, wherein the company does not keep the details of the end users of the software licenses sold through the agents.
(iv) (v) (vi)
(vii)
(viii) The transactions made in pursuance of contracts or arrangements entered into the register maintained in pursuance of Section 301 of the Act and exceeding the value of Rupees five lakhs in respect of any party during the year, which have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (ix) (X) According to the information and explanations given to us, contracts or arrangements that are required to be referred to in Section 301 of the Act, have been entered in the register maintained under that Section. In our opinion and according to the information and explanations given to us, the Company has not accepted any public deposits under the provisions of the Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.
(xi)
22
(Xii) (a) The Company is regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. There are no undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable. (b) According to the records of the Company, there are no dues in respect of Sales tax, Income tax, Customs duty, Wealth tax, Service tax, Excise duty, Cess which have not been deposited on account of any dispute. xiii) The Company does not have any accumulated losses as at 31-03-2009 and has not incurred cash losses both in the current financial year as well as in the immediately preceding financial year.
(xiv) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xv) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company. (xvi) In our opinion and according to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other securities. The Investments shown in the accounts are held in the name of the company except in the case of certain foreign subsidiaries in respect of which we are unable to comment whether the same is in the name of the company in the absence of share certificates as referred in note no 11 C. (xvii) According to the information and explanations given to us, the Company has given corporate guarantee to bank on behalf of associate company for loans taken by them from banks, the terms and conditions of which are not prejudicial to the interest of the company. (xviii) According to the information and explanations given to us, the company has not borrowed any term loans from any bank or financial institution except working capital demand loan, which has been used for the purpose for which the same has been taken during the year. (xix) On the basis of the overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short term basis which have been used for long term investments. (xx) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act. (xxi) The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Act for the company. (xxii) According to the information and explanations given to us, the Company has not issued any debentures and hence the question of creating the security does not arise. (xxiii) According to the information and explanations given to us, the Company has not raised any money through public issues. (xxiv) During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices and according to the information and explanations given to us, we have neither come across any fraud on or by the Company nor have we been informed of any such case by the management. For LODHA & COMPANY Chartered Accountants --Sd G. SUBRAMANIA SARMA Partner, [ M. No 21756] Chennai, 3rd September 2009
23

(Rs. in lakhs)
BALANCE SHEET AS AT 31ST MARCH 2009 Particulars Schedule As at 31st March, 2009
SOURCES OF FUNDS Share Holders' Funds Share Capital Reserves and Surplus Share Application Money Share Warrants Loan Funds Secured Loans Unsecured Loans Deferred Tax Liability (net) TOTAL APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block Capital Work In Progress Investments E 4,292.30 4,175.57 116.73 F 6,256.39
As at 31st March, 2008
A B
2,949.73 29,785.91
32,735.64 -
2,949.73 29,295.35
32,245.08 -
C D
9,757.55 1,789.87
11,547.42 44,283.06
10,238.69 -
10,238.69 42,483.77
4,547.56 4,217.00 330.56 6,313.62
Current Assets, Loans and Advances Current Assets G Sundry Debtors 58,468.39 Cash and Bank Balances 2,960.60 Other Current Assets 61,428.99 36,693.96 98,122.95 Less: Current Liabilities and Provisions Current Liabilities I 60,141.04 Provisions J 71.97 60,213.01 Net Current Assets TOTAL Significant Accounting Policies Notes on Accounts P Q Loans and Advances H
34,215.00 11,042.32 45,257.32 19,566.04 64,823.36 28,887.49 96.28 28,983.77 37,909.94 44,283.06 35,839.59 42,483.77
The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet. As per our Report of even date For LODHA & COMPANY Chartered Accountants --sd G. SUBRAMANIA SARMA Partner Membership Number:M. No 21756 For and on behalf of the Board K.Padmanabhan Managing Director N.Sakthivel Director
M.Sridhar Company Secretary
Place :Chennai Date :03/09/2009

24
Place: Chennai Date :03/09/2009

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2009
Particulars INCOME Turnover (net) Other Income Total EXPENDITURE Purchases and Outsourcing Expenses (net of returns) Administrative Expenses M Selling and Distribution Expenses N Interest and Finance Charges O Miscellaneous Expenditure Written Off Total Profit Before Tax and Depreciation Depreciation E Profit Before Tax Provision for Taxes - Current Tax - Deferred Tax - Fringe Benefit Tax Profit after Tax before earlier years tax Less: Income Tax for Earlier Years Net Profit for the year Add: Balance Brought Forward from the Previous Year Surplus before Demerger Effect Less: Demerger Effect Written off as per Scheme of arrangement Transferred to General Reserve Surplus available for Appropriation Appropriations General Reserve Proposed Dividend on Equity Shares Dividend Distribution Tax Balance Carried to Balance Sheet Basic / Diluted Earnings Per Share of Rs.2 each (in Rupees) [Refer Note No.11 Schedule Q] Significant Accounting Policies P Notes on Accounts Q The Schedules referred to above and the notes thereon form an integral part of the Profit and Loss Account. As per our Report of even date For LODHA & COMPANY Chartered Accountants --sd G. SUBRAMANIA SARMA Partner Membership Number:M. No 21756 Place :Chennai Date :03/09/2009
25
Schedule
2008-09
(Rs. in lakhs) 2007-08
K L
49,753.36 753.55 50,506.91
57,595.89 1,314.26 58,910.15
38,548.40 7,186.78 2,735.54 1,298.90 49,769.62 737.29 23.14 714.15
45,626.41 3,596.67 3,249.07 1,618.95 54,091.10 4,819.05 2,970.92 1,848.13 208.51 7.78
28.89 4.46
33.35 680.80 680.80 7,921.39 8,602.19
216.29 1,631.84 1,631.84 6,289.55 7,921.39
8,602.19
7,921.39
8,602.18 0.46
7,921.38 1.11
For and on behalf of the Board
K.Padmanabhan Managing Director
N.Sakthivel Director
M.Sridhar Company Secretary Place: Chennai Date :03/09/2009

(Rs. in lakhs) CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2009 Particulars 2008-09 A Cash Flow From Operating Activities Net Profit Before Tax Adjustments For: Depreciation Foreign Exchange (Gain) / Loss Loss on Sale of Fixed Assets Interest Paid Interest Received Operating Profit Before Working Capital Changes Adjustments For: Decrease / (Increase) in Trade And Other Receivables Foreign Currency Translation Reserve Increase / (Decrease) in Trade Payables Cash Generated from Operations Direct Taxes and Fringe Benefit Tax Paid Net Cash Used in Operating Activities B Cash Flow From Investing Activities Purchase of Fixed Assets Sale of Fixed Assets Sale of Investments Interest Received Net Cash Used in Investing Activities C Cash Flow From Financial Activities Proceeds from Issue of Share Capital Proceeds from Long Term Borrowings Proceeds from Short Term Borrowings Interest Paid Net Cash From / (Used in) Financial Activities D Net Decrease in Cash and Cash Equivalents (A)+(B)+(C) Cash and Cash Equivalents at Beginning of the Year
Effect on Cash and Cash Equivalents transferred as per the Scheme
2007-08
714.15
1,848.12
23.14 4,035.18 0.30 1,162.62 (457.39) 5,478.00
2,970.92 817.12 1,368.14 (1,311.72) 5,692.58
(45,671.28) (190.24) 31,291.20 (9,092.32) (113.29) (9,205.61)
(29,283.64) (52.31) 21,091.66 (2,551.71) (286.29) (2,838.00)
(2.31) 192.71 57.23 730.15 977.78
(7.34) (1,841.17) 1,197.73 (650.78)
(481.14) 1,789.87 (1,162.62) (146.11) (8,081.73) 11,042.33 2,960.60
(0.00) 257.01 292.92 (1,368.14) (818.21) (4,306.99) 15,349.31 11,042.32
Cash and Cash Equivalents at End of the Year
Notes: 1 Cash and Cash Equivalents at the end of the year includes Fixed deposit with Banks are under lien to Banks Letter of Credit, Term Loans and Bank Guarantee against Fixed Deposits of Rs.105,66.75 Lakhs (P.Y. Rs.151,82.13 Lakhs) 2 The Assets and Liabilities taken over and Equity Shares to be issued pursuant to the Scheme have not been considered in the Cash Flow Statement of the previous year as the same does not involve cash flows. 3 Previous year figures are regrouped, rearranged and reclassified wherever necessary. As per our Report of even date For LODHA & COMPANY Chartered Accountants --sd G. SUBRAMANIA SARMA Partner Membership Number:M. No 21756 For and on behalf of the Board
Place :Chennai Date :03/09/2009 @

26

SCHEDULES FORMING PART OF THE BALANCE SHEET Particulars As at 31st March, 2009
SCHEDULE - A SHARE CAPITAL AUTHORISED 15,50,00,000 Equity Shares of Rs. 2/- each ISSUED, SUBSCRIBED, CALLED UP AND PAID UP 9,08,34,540 Equity Shares of Rs 2/- each (Previous year 50,00,000 Equity Shares of Rs.2/- each) [includes 93,50,000 Equity Shares fully paid up issued pursuant to the scheme, represents Global Depository receipts.]
Of the above : 8,58,34,540 Equity Shares fully paid up is issued pursuant to the scheme to Share holders of demerged Company i.e., Teledata Informatics Ltd. Share Warrants ( to be issued in consideration for other than Cash)
(Rs. in lakhs)
3,100.00
3,100.00
1,816.69
1816.69
Share Suspense Account 5,66,52,140 (P.Y 14,24,86,680) Equity Shares fully paid up to be issued pursuant to the scheme to Share holders of amalgamating Company [Refer Note No. 2 of Schedule Q ] TOTAL SCHEDULE - B RESERVES AND SURPLUS Capital Reserve Opening Balance Less: Transferred to General Reserve on Demerger Securities Premium Account Opening Balance Add : Transfer on account of Demerger Additions as per the Scheme relating to demerged marine division of Teledata Informatics Ltd. General Reserve Opening Balance Transferred from Capital Reserve Additions as per the Scheme relating to demerged marine division of Teledata Informatics Ltd. Additions as per the Scheme relating to the amalgamation of Sirius Shipping Company Limited -
1,133.04
1133.04
2,949.73
2,949.73
3,222.62 3,222.62 3,222.62 18,171.77 -
3,222.62 3,222.62 16,423.65
18,171.77
1,748.12 18,171.77 18,171.77 18,171.77 (20.43) 7,921.39 29,295.35
Transfer from Profit and Loss account during the year Foreign Currency Translation Reserve Profit and Loss account TOTAL
(210.67) 8,602.19 29,785.91

27

SCHEDULE - C SECURED LOANS From Banks [Refer Note 4 of Schedule Q] - Export Packing Credit - Overdraft - Term Loan (Term Loan repayable within one year Rs.19,20 lakhs; P.Y. Rs. 19,50 Lakhs) TOTAL SCHEDULE - D UNSECURED LOANS Loan From Directors Other Short Term Loans [Payable towards purchase consideration for acquisition of ECM Maritime Services LLC Rs.13,98.95 Lakhs (P.Y.Rs.17,43.60 lakhs), Al Nahda Forwarding and Clearing Co (LLC), Dubai, UAE Rs.3,27 Lakhs (P.Y. Nil) & Teledata Marine Solutions Ltd., Bangladesh Rs.3,10.57 Lakhs (.P.Y.Nil) ] From Banks TOTAL 1,789.87
(Rs. in lakhs)
3,044.73 6,712.82
3,003.17 7,235.52
9,757.55
10,238.69
1,789.87
28
Teledata Marine Solutions Ltd. (Consolidation Fixed Assets Schedule)2008-09

(Rs. in lakhs)
GROSS BLOCK Additions Deletions / Adjustments As at 31.03.09 As at 01.04.08 As at 31.03.09 DEPRECIATION For the year Deletions / Adjustments NET BLOCK As at 31.03.09 As at 31.03.08
SCHEDULE : E
FIXED ASSETS SCHEDULE
Particulars
As at 01.04.08
Tangible Assets 2.31 255.87 56.04 7.82 63.86 3.45 0.97 0.52 6.04 1.22 0.76 5.81 2.68 1.14 0.92 0.25 0.14 0.39 3.82 1.98 1.49 1.70 8.33 2.67 3.49 0.70 5.46 39.86 0.94 0.67 1.61 67.07 67.07 38.25 2.87 0.53 1.99 4.06 1.96 67.07 38.92 5.05 0.67 3.13 4.82 2.48 199.83
Land #
67.07
Buildings #
39.86
Computers and Accessories
7.72
Furniture and Fixtures
0.92
Vehicles #
5.81
Office Equipments
6.04
Plant and Machinery
3.45
Ship # (refer Note 1 below) (fractional ownership in Ship)
255.87
Intangible Assets 2.31 7.34 4,547.56 1,246.08 257.57 4,292.30 4,217.00 23.13 2,970.92 4,160.82 4,152.23 8.59 64.56 4,160.82 4,175.57 4,217.00 116.73 330.56 8.60 330.57 3,294.14
Softwares
4,160.83
TOTAL
4,547.57
29
Previous Year
4,540.22
Note:
1. The Ship is partially owned by the Company along with its wholly owned subsidiary to the extent of 5% fractional ownership in terms of the agreement between the Company and its wholly owned subsidiary dated 20th July 2005.
2. Remaining life of Softwares - 1 to 2 years.
* - The Fixed Assets relating to Marine division of Teledata Informatics Limited and erstwhile Sirius Shipping Company have been acquired by the Company pursuant to the Scheme at its net book value.
# - [Refer Note No.1(i) of Schedule Q]

SCHEDULES FORMING PART OF THE BALANCE SHEET
(Rs. in lakhs)
Particulars
SCHEDULE - F INVESTMENTS [Refer Note No. 13 of Schedule Q] Long Term Unquoted (At Cost) Non Trade
Nos.
Nos.
Investments in Associate Company Teledata Marine Systems Pte Ltd. 280,002 (Singapore) [Equity Shares of 1 SGD each] [Refer Note no. 13(a) of Schedule Q] Teledata Informatics (Bangkok) Co. Ltd 2,000,000 representing 100% of Equity Shares of 10 Baht each Teledata SBC Logistics and Solutions Ltd (formerly SBC Data Systems Ireland) representing 60% of Equity Shares of Euro 1 each * "Teledata Informatics Ltd, Malta representing 100%Equity Shares of 1 LM each *" Teledata Marine Solution Limited Malta (earlier Sirius Marine Services Pte Ltd. Malta) representing 100% of Equity Shares of Malta Liri 1 each ECM Maritime LLC, USA * Teledata Marine Solutions Ltd., Bangladesh 121,202 (formerly Summit Surma Petroleum Company Ltd, Bangladesh) representing 68.57% of Equity Shares of Taka 1000 each Rain Forest Al Nahda Forwarding and Clearing Co (LLC), Dubai, UAE representing 95% of Equity Shares of AED 1000 each * TOTAL 285 100
34.83
740,002
92.06
696.60
2,000,000
696.60
76.31
100
76.31
500
0.72
500
0.72
500
0.61
500
0.61
3,606.16 873.72
3,606.16 873.72
967.44 967.44
6,256.39
6,313.62
* - Refer Note no. 13(b) of Schedule Q @ - Representing membership interest of 99.89% in ECM Maritime LLC, USA and held in the name of Teledata Informatics (Bangkok) Co. Limited, wholly owned subsidiary of the Company. SCHEDULE - G CURRENT ASSETS I. SUNDRY DEBTORS ( Unsecured and Considered Good ) Debts outstanding for period exceeding six months Other Debts II. CASH AND BANK BALANCES Cash on Hand Balance with Scheduled Banks i) Current Account ii) Deposits Account [Refer Note No.1(ii) and 5 of Schedule Q] III. OTHER CURRENT ASSETS Income Accrued on Projects TOTAL
30
33,827.04
11,725.45
24,641.35 58,468.39 4.87 4.53 2,951.20 2,960.60 61,428.99
22,489.55 34,215.00 15.93 452.19 10,574.20 11,042.32 45,257.30

SCHEDULE - H LOANS AND ADVANCES ( Unsecured and Considered Good )
(Rs. in lakhs)
Advances recoverable in cash or in kind or for value to be received Dues from Body Corporates * Advance Income tax and Tax Deducted at Source (net of provision) Advance Fringe Benefit Tax (net of provision) Deposits with - Government Departments - Others [Refer Note No.1(ii) of Schedule Q] TOTAL SCHEDULE - I CURRENT LIABILITIES Sundry Creditors Micro, Medium and Small Scale Industries [Refer Note No.22 of Schedule Q] Creditors for Expenses 321.71 Others 58,320.89 0.03 10.96
22,688.08
6204.89
13,976.55 18.34 -
13,351.25 0.35
0.03 9.52 10.99 36,693.96 9.55 19,566.04
369.60 25,005.96 58,642.60 25,375.56 1,462.80 2,049.13 28,887.49
Credit Balance in Current Accounts * Other Current Liabilities TOTAL SCHEDULE - J PROVISIONS for for for for for Income tax (net) Fringe Benefit Tax (net) Gratuity Dividend Dividend Distribution Tax
176.41 1,322.03 60,141.04
0.05 71.92 71.97
62.00 34.28 96.28
TOTAL
* - Includes amount payable to bank Rs.14,61.59 Lakhs on invocation of bank guarantee transferred from Teledata Informatics Limited in respect of the Bank Guarantees transferred as per the Scheme of Demerger.
31

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT Particulars
SCHEDULE - K TURNOVER Sales: - Exports (net of provision for sales return) * - Domestic [* - Refer Note no. 19 of Schedule 'Q'] Income from Manning and Maintenance Income from Shipping Operation TOTAL SCHEDULE - L OTHER INCOME Interest Income (Tax Deducted at Source Rs: P.Y Rs. 0.61 Lakhs) Miscellaneous Income TOTAL 457.39 296.16 753.55 1,311.72 2.54 1,314.26
(Rs. in lakhs)
2007-08
2008-09
49,710.97 8.80
57,351.60 43.55
33.59 49,753.36
16.61 184.13 57,595.89
SCHEDULE - M ADMINISTRATIVE EXPENSES Personnel Cost Provident fund, ESI & Gratuity Staff Welfare Rent Rates and Taxes Insurance Electricity Charges Professional and Consultancy Charges Auditors Remuneration Repairs and Maintenance: - Buildings - Others Equipment Hire Charges Travelling and Conveyance Printing and Stationery Directors' Remuneration Communication Expenses Foreign Exchange Fluctuation Loss Miscellaneous Expenses Global Depository Receipt Issue Expenses TOTAL 1,263.41 40.59 19.96 923.41 24.67 21.83
1,323.96 83.76 16.38 45.50 55.31 548.77 11.03
969.91 55.44 2.37 10.93 29.94 760.60 22.47
50.02 3.10
53.12 383.58 412.10 12.82 7.78 69.72 4,035.18 127.48 7,186.77
48.79 15.16
63.96 184.63 530.92 10.10 18.11 43.17 817.12 77.01 3,596.67
32

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT Particulars
SCHEDULE - N SELLING AND DISTRIBUTION EXPENSES Advertisement Business Promotion Expenses Commission Discount Allowed TOTAL SCHEDULE - O INTEREST AND FINANCE CHARGES Interest - Banks - Others 119.75 280.56 2,335.23 2,735.54 57.50 783.47 2,408.10 3,249.07
(Rs. in lakhs)
2007-08
2008-09
1,157.18 5.44 1,162.62
1,367.63 0.51 1,368.14 250.81 1,618.95
Bank Charges TOTAL
136.28 1,298.90
33

SCHEDULE P SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Preparation of Financial Statements The financial statements are prepared under the historical cost convention from the books of accounts maintained on accrual basis, in conformity with accounting principles generally accepted in India, and comply with the accounting standards issued by the council of the Institute of Chartered Accountants of India and referred to in Section 211 (3C) of the Companies Act, 1956, (the Act). B. Use of Estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets, liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Actual results could differ from these estimates. Any revision in accounting estimates is recognised prospectively in current and future periods. C. Revenue Recognition i) Revenue from software development / software products is recognized on the basis of delivery of the licenses of the required software products specified in the purchase order net of provision for sales return. ii) Dividends are recorded when the right to receive payment is established. D. Fixed Assets i) Fixed assets are stated at cost less depreciation. All costs relating to the acquisition and installation of fixed assets are capitalised including directly attributable financing costs relating to borrowed funds and costs of bringing the asset to working condition for its intended use. ii) Software product development expenditure including expenditure on upgrades and new version are capitalized on completion of the product. Cost of Software purchased and procured for product development/customisation is added to software purchase expenditure. iii) Capital Work in Progress comprises of all directly attributable costs of bringing the assets to their working condition for their intended use and all indirect and incidental expenses. E. Depreciation / Amortisation i) Depreciation on fixed assets are provided over the residual life of the asset based on the rates of Depreciation as specified in Schedule XIV of the Companies Act, 1956. Depreciation on other fixed assets is provided on straight line method at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956. ii) Depreciation on Building and Ship (owned for a part of the year) is calculated on Straight Line method. Depreciation on other assets are provided on Written down value method. iii) Softwares are amortised over a period of three years. F. Borrowing cost Borrowing costs are recognised as an expense in the year in which they are incurred except those which are directly attributable to acquisition/construction of fixed asset, till the time such assets are ready for use, in which case the borrowing costs are capitalised as part of the cost of asset. G. Investments i) Long term Investments are stated at cost. Provision for diminution in value of long term investments is made only if there is a decline, other than temporary in the opinion of the management. ii) Current Investments are stated at cost or market value whichever is lower. H. Foreign Currency Transactions India : Transactions in foreign currency are recorded at the exchange rate prevailing at the date of the transactions. Monetary items are translated at year-end foreign exchange rates. Resultant exchange difference, arising on payment or conversion of liabilities / assets, is recognised as income or expense, in the year in which they arise. Overseas Offices: Revenue transactions in foreign currency from non integrated overseas offices are recorded at the average exchange rate for the year, whereas the asset and liabilities are stated at closing exchange rates except for Investments for which rate prevailing on the date of investment or acquisition is applied for conversion. Resulting exchange difference, on conversion of assets and liabilities and income and expenses are transferred to Foreign Currency Translation Reserve.
34

SCHEDULE P SIGNIFICANT ACCOUNTING POLICIES
I. Employee Benefits I)Contribution to defined contribution scheme viz PF, Superannuation are charged to P&L account as incurred. In respect of PF the company does not have any further obligation beyond its monthly contribution. Retirement/Postretirement benefits namely gratuity etc. are accounted on accrual basis and not funded. Termination benefits are recognized as an expenses as and when it is incurred. ii)Liability on account of short term employee benefit comprising largely of compensated absences is recognized at undiscounted, accrual basis during the period when the employee renders services. iii) In respect of Overseas Offices, the retirement benefits are provided as per the prevailing laws of the respective countries. J. Preliminary Expenditure The preliminary expenses are written off in the year of incorporation. K. Taxes on Income i) Current income tax expense comprises taxes on income from operations in India and in foreign jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expense relating to foreign operations is determined in accordance with tax laws applicable in countries where such operations are domiciled. ii) Deferred tax expense or benefit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets consisting of unabsorbed depreciation and carry forward of losses are recognised only to the extent that there is virtual certainty that sufficient future taxable income will be available to realise these assets. iii) Fringe Benefit Tax is provided in accordance with provisions of Section 115WA of the Income Tax Act,1961 as expenses. L. Earnings per share The basic earnings per share is computed by dividing the net profit after tax for the period by the weighted average number of equity shares outstanding during the period. Diluted earnings per share, if any is computed using the weighted average number of equity shares and dilutive potential equity share outstanding during the period except when the results would be anti-dilutive. M. Impairment Except otherwise than for Financial Assets, Inventories and Deferred Tax Asset, the Carrying Amounts of all the Assets are reviewed at each balance sheet date to determine any indications of impairment. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value . An impairment loss is charged to the Profit and Loss account in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting periods is reversed if there has been a change in the estimate of recoverable amount. N. Provision, Contingent Liabilities and Contingent Assets Contingent liabilities, if any, are disclosed by way of Notes to accounts. Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Provision is made in the Accounts in respect of those contingencies which are likely to materialise into liabilities after the year end, till the approval of accounts by the Board of Directors and which have material effect on the position stated in Balance sheet.
35

SCHEDULE Q NOTES TO ACCOUNTS
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 Honourable 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 Honourable 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 corporates including TDIL , collateral of shares pledged by director/Body corporates, certain land and buildings belonging to Directors/Body Corporates/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 1 Corporate guarantee given to Teledata Informatics Limited 2 Bank guarantee given to HSBC Chennai against advance received from debtors 3 Bank guarantee given to State Bank of India, Chennai against advance received from debtors 4 Bank guarantee given to UCO Bank, Chennai gainst advance received from debtors 5.Income Tax demands pending in Appeal
5.Details of Directors' Remuneration:
2008-09 31,000.00 -
2007-08 63,800.00 3,957.03 5,966.48 8,204.00
45.09
(Rs. in lakhs)
Sl. Particulars i. Salary, Bonus and Perquisites ii. Company's Contribution to Provident fund and Other funds Total
* For part of the year 6.Details of Auditors Remuneration:
2008-09 7.78 0.03 7.81
2007-08 18.00 0.11 18.11
(Rs. in lakhs) Sl. Particulars 2008-09 10.00 1.03 11.03 2007-08 15.00 5.00 2.47 22.47
i. Audit Fees
ii. Certification / Consultation Fees iii. Service Tax

Total
36

SCHEDULE Q NOTES TO ACCOUNTS 7 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 10B 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 Deomestic turnover or Minimum Alternate Tax u/s115JB which ever is higher. b. Deferred Tax Asset :
Sl. Particulars Deferred tax assets: i. On Account of Difference in Depreciation ii. Provision for Gratuity iii Preliminary and Demerger Expenses iv Disallowances under section 40 (a) of Income Tax Act Total Deferred tax Asset
(Rs. in lakhs) 2008-09 117.74 71.91 1.01 0.8 191.46 191.46
Considering the concept of prudence Deferred Tax Asset is not recognised in the books of account. 8.The information required by Paras 3 and 4 of part II of Schedule VI to Companies Act, 1956 is as under :
8A. FOB Value of Exports Description FOB Value of Exports (including Overseas Offices) Total B. CIF Value of Imports 2008-09 49,710.97 49,710.97
(Rs. in lakhs) 2007-08 57,351.60 57,351.60
(Rs. in lakhs) Description Content creation for Software and Purchase of Softwares Total C. Expenditure incurred in Foreign Currency (Rs. in lakhs) Description a. Traveling Expenses b. Expenditure incurred at overseas Offices Total D. Earnings in Foreign Exchange (on receipt basis) (Rs. in lakhs) Description Income from Software Development & Services Total 2008-09 25,448.59 25,448.59 2007-08 25,098.40 25,098.40 2008-09 1.46 12,919.98 12,921.44 2007-08 4.84 17,029.81 17,034.65 2008-09 38,548.32 38,548.32 2007-08 45,622.02 45,622.02
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
37

SCHEDULE Q NOTES TO ACCOUNTS 9 Calculation of Earnings per share: Particulars a. b. c.
Net Profit available for equity share holders (Rs. in lakhs) Basic/Diluted Weighted Average No. of Equity Shares (Nos.) * Basic/Diluted Earning per share of Rs.2 each (in Rupees) [(a)/(b)]
(Rs. in lakhs) 2008-09 710.50 147,486,680 0.46 2007-08 1,631.84 147,486,680 1.11
* - Includes shares pending to be allotted lying in Share Suspense Account. 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 1 Teledata SBC Logistics and Solutions Ltd (formerly SBC Data Systems Ltd., Dublin, Ireland) * 2 Teledata Informatics (Bangkok) Co. Ltd * 3 Navukun Transport Company Ltd * 4 ECM Maritime Services LLC * Nature of Relationship Subsidiary (holding 60%) w.e.f 15.02.2006 Wholly Owned Subsidiary w.e.f. 01.11.2006 Wholly Owned Subsidiary of Teledata Informatics (Bangkok) Co. Ltd w.e.f. 14.11.2007 Subsidiary holding membership interest 99.89% w.e.f. 01.11.2006 and held in the name of Teledata Informatics (Bangkok) Co. Limited, wholly owned subsidiary of the Company. Wholly Owned Subsidiary w.e.f. 01.11.2006
5 Teledata Marine Solutions Ltd., Malta (formerly Sirius Marine Services Pte Ltd, Malta) * 6 Teledata Marine Solutions Ltd., Bangladesh (formerly Summit Surma Petroleum Company Ltd, Bangladesh) 7 Al Nahda Forwarding and Clearing Co. (LLC), Dubai 8 Teledata Informatics Limited, Malta *
Subsidiary (holding 68.57%) w.e.f 06.08.2007
Subsidiary (holding 95%) w.e.f 17.12.2007 Wholly Owned Subsidiary w.e.f. 14.11.2006
Sl 1 2 3 4 5 6 7 8
Name of the Related Party Teledata Informatics Ltd * Teledata Technology Solutions Ltd * Teledata Education Management Systems Ltd Teledata Education and Research Foundation Ltd Complete Agro Biotech Solutions Pvt Ltd * Silver Harvest Investment and Trading Pvt Ltd * I Max Networks LLC Rose Securities Pvt Ltd *
Nature of Relationship
Common Key Management Personnel
38
SCHEDULE - Q NOTES TO ACCOUNTS Key Management Personnel (KMP) with Nature of Relationship Sl. Name of the Related Party K Padmanabhan Gp. Capt. K Balasubramanian, IAF (Retd) N Sakthivel M.S.Nagarajan Nature of Relationship Chairman and Managing Director Director Director Director
1 2 3 4
(Rs. in lakhs) Details of the transactions are as follows: (does not include reimbursement of expenses) (Rs. in lakhs) Particulars a. Sales (net of provision for sales return): Teledata Marine Systems Pte, Ltd, Singapore b. Investments Acquired on Demerger Subsidiaries Teledata Marine Solutions Ltd., Bangladesh Alnahda Forwarding and Clearing Co. L.L.C c. Loans and Advances granted / transferred on Demerger : Subsidiaries Teledata Informatics Limited Malta Teledata Marine Solutions Ltd., Malta Associate Companies Transworld Solutions India Pvt Ltd. Teledata Informatics Ltd Complete Agro Biotech Solutions Pvt Ltd Rose Securities Pvt Ltd 12,495.66 6,685.51 0.07 30,876.98 151.09 13,775.67 2,093.59 2,035.55 13,324.53 36,336.30 15,289.72 2008-09 2007-08
873.72 967.44
D.
Loans and Advances recovered during the year : Subsidiaries Teledata Marine Solutions Ltd., Malta Teledata Informatics Limited Malta Associate Companies Teledata Informatics Ltd Transworld Solutions India Pvt Ltd. Complete Agro Biotech Solutions Pvt Ltd 30,251.75 9,269.89 4.69 279.50 16,425.17 6,131.56 4,731.86 6,643.50
e. Closing Balance of Advances (Dr Balances) :

Subsidiaries Teledata Informatics Limited Malta Teledata Marine Solutions Ltd., Malta Associate Companies Teledata Informatics Ltd Complete Agro Biotech Solutions Pvt Ltd Transworld Solutions India Pvt Ltd. Teledata Marine Systems Pte, Ltd, Singapore (net) 13,976.49 351.24 0.07 20,010.14 13,351.25 200.15 15,962.14 10,631.49 (9,013.36) 4,267.39 727.10
f. Remuneration Paid / Payable

Key Management Personnel : N.Sakthivel M.S.Nagarajan (For Part of the Year) 7.81 4.25 13.86
39

SCHEDULE Q NOTES TO ACCOUNTS 11 Investments Related a. The Company has investments of Rs.92.06 Lakhs in Teledata Marine Systems Pte. Ltd, Singapore, .During the Current year company has sold 4,60,000 shares in Teledata Marine Systems Pte. Ltd at SGD 1 per share and company's holding has been reduced to 9.66%. Accordingly company had lost the status of associate. 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. 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.
b.
c.
12 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. 13 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. In the opinion of the management the balances outstanding are good and recoverable and no provision is foreseen in respect of the same. 14 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 slow down of US markets where Companies sales are prominent. 15 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. 16 The Company has marketing agreement with marketing agents in various countries to whom products are sold. The revenue is recognised at the point of sale of products to marketing agencies irrespective of confirmation by the sale of marking agents to ultimate customers. 17 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 Pte. Ltd. Singapore of Rs.0.96 Crore. 18 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. (Amount in Lakhs) Particulars REVENUE External Sales Inter segment Sales TOTAL Software Development and Sales 49,719.77 57,384.14 49,719.77 57,384.14 Operation & Maintenance of Ships 33.59 211.75 33.59 211.75 Consolidated
49,753.36 57,595.89 49,753.36 57,595.89
RESULT Segment Result
5,615.23 3,037.30
685.62 51.52
6,300.85 3,088.82
40
SCHEDULE Q Particulars Unallocable Items: Interest and Finance Charges Interest Income Other Income Profit on Sale of Investments Depreciation Income Taxes and FBT Net Profit after Tax Software Development And Sales 1,202.77 1,515.63 (457.00) (1,309.02) (296.16) (2.54) 23.02 2934.77 33.36 261.77 5,109.24 5,109.24 1,671.61 46,240.98 330.56 67,399.60 67,730.16 97,715.60 67,750.76 2,934.65 2,934.77 Operation & Maintenance of Ships 96.13 103.34 (0.39) (2.70) 0.12 36.15 (45.48) 589.76 589.76 (39.78) 30,792.32 360.78 3,376.48 3,737.36 5,390.06 3,737.18 36.27 36.15 -
(Amount in Lakhs) Consolidated
1,298.90 1,618.96 (457.39) (1,311.72) (296.16) (2.54) 23.14 2,970.92 33.36 216.29 5,699.00 5,699.00 1,631.83 77,033.30 691.44 70,776.08 71,462.52 103,105.66 71,487.94 2,970.92 2,970.92 -
OTHER INFORMATION Segment Assets Net Fixed Assets Other Assets
Segment Liabilities Capital Expenditure Depreciation Provisions / Write-offs Non Cash Expenses - Preliminary Expenses Previous years figures are given in italics. Particulars a. Software Sales b. Operation and Maintenance of Ships Total
2008 - 09 49,711.00 33.59 49,745.00
2007 - 08 18,949.30 1,100.80 20,050.10
ii. Secondary Segment Information (By Geographical Segment) (Amount in lakhs) Particulars a. Domestic Sales b. Export Sales Total 2008 - 09 8.80 49,744.56 49,753.36 2007 - 08 60.16 57,535.73 57,595.89
19 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 recognised in the books of accounts. Reconciliation of balance in foreign currency translation reserve as on 31st March 2009. Particulars Balance as at 01.04.2008 Increase in FCTR because of translation of balances of US Office Increase in FCTR because of translation of balances of Dubai Office Balance as at 31.03.2009 Amount in Lakhs (20.43) (19.76) (170.48) (210.67)
41
20 In accordance with the notification no. GSR 719 (E) dt 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. 21 Previous years figures are regrouped, rearranged and reclassified wherever necessary. As per our Report of even date For LODHA & COMPANY Chartered Accountants For and on behalf of the Board
G. SUBRAMANIA SARMA Partner Membership Number:M. No 21756
42
Auditor's Report on Consolidated Financial Statements To, The Members of Teledata Marine Solutions Ltd We have audited the attached Consolidated Balance Sheet of TELEDATA MARINE SOLUTIONS LTD (the Parent Company) and its subsidiaries (collectively known as the Group) as at March 31st,2009, and also the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. 1. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimate made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion. 2. We did not audit the financial statements of subsidiaries of the Parent Company, whose financial statements reflect total assets (net) of Rs.290,16.54 Lakhs as at March 31, 2009, total revenues of Rs.148,28.36 Lakhs and aggregate profits (net of losses) after tax of Rs.103,55.33 Lakhs for the year ended on that date. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of other auditors [Refer Note no.4 (a) of schedule 'Q']. 3. We report that certain subsidiaries as disclosed in Note no.4(b) of schedule 'Q' have been consolidated on the basis of unaudited financial statements which reflect total assets (net) of Rs.44,09.15 Lakhs as at March 31st, 2009, total revenues of Rs.44,91.25 Lakhs and aggregate losses (net of profits) after taxes of Rs.3,12.31 Lakhs for the year ended on that date. The financial statements of these subsidiaries have been certified by the Management and have been furnished to us, and in our opinion, in so far as it relates to the amounts included in respect of the subsidiaries are based solely on certified unaudited financial statements. We have relied on management certification for elimination of inter company transactions of the group in the absence of any confirmation from the directors/auditors of group companies. 4. We are unable to comment on the ultimate realisability by Parent Company of investments amounting toRs.34.83 lakhs (P.Y. Rs.92.06 Lakhs) in the absence of audited / unaudited financials for last three years which is the substance of the said investments as referred in Note no.11 (a) of schedule Q 5. We draw attention to: i.Note no. 13 of schedule Q wherein overseas debtors of Parent Company amounting to Rs.58,468.37 Lakhs which are outstanding for considerable period of time as on date of this report are considered good and recoverable. 6. The Group has not complied in respect of prescribed method of valuation of employee benefits and required disclosures in accordance with Accounting Standard 15 - Employee Benefits (revised 2005), issued by the Central Government U/S 211(c)of the Companies Act 1956 7. Subject to the comments given in paragraph 4 above, we report that the consolidated financial statement have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India and on the basis of the separate audited/examined financial statements of the Company and its subsidiaries included in the consolidated financial statements. 8. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial components and Management certified financial statements of subsidiaries mentioned above, and to the best of our information and according to the explanations given to us, subject to the comments made in paragraphs 4,5,6,7&8 above, we are of the opinion that , the attached group financial statements read together with the notes thereon, give a true and fair view in conformity with the accounting principles generally accepted in India:i. In the case of the consolidated Balance sheet, of the consolidated state of affairs of the group as at march 31st, 2009 ; and ii. In the case of the consolidated Profit and Loss Account, of the consolidated results of operations of the group for the year ended on that date; and iii. In the case of the consolidate Cash Flow Statement, of the consolidated cash flows of the Group for the year ended on that date. For LODHA & COMPANY Chartered Accountants --sd-G. SUBRAMANIA SARMA Partner, [ M. No 21756] Chennai, 3rd September 2009
43
TELEDATA MRINE SOLUTIONS LTD. CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2009 Particulars SOURCES OF FUNDS Share Holders' Funds Share Capital Reserves and Surplus Minority Interest Loan Funds Secured Loans Unsecured Loans TOTAL APPLICATION OF FUNDS Goodwill / (Capital Reserve) on Consolidation (net) Fixed Assets Gross Block Less: Depreciation Net Block Investments Current Assets, Loans and Advances Current Assets Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances E 8,683.38 5,796.69 2,886.69 F 34.83 (3,816.96) C D 10,610.41 153.84 A B 2,949.73 42,606.83 Schedule As at 31st March, 2009
( Rs.In lakhs) As at 31st March, 2008
45,556.56 310.16
2,949.73 27,877.95
30,827.68 363.86
10,764.25 56,630.97
11,000.11 6,965.08
17,965.19 49,156.73
(4,389.20) 22,000.24 7,060.77 14,939.47 92.06
G 141.67 60,766.19 3,421.82 116.59 64,446.27 H 65,950.51 130,396.78 132.62 35,499.60 11,534.32 13.25 47,179.79 19,669.79 66,849.58
Less: Current Liabilities and Provisions Current Liabilities Provisions
I J
73,416.21 81.70 73,497.91
29,318.63 122.66 29,441.29 56,898.87 6.79 620.75 56,630.97 1,106.11 49,156.73 37,408.29
Net Current Assets Other Non Current Assets Miscellaneous Expenditure (to the extent not written off) TOTAL Significant Accounting Policies Notes on Accounts P Q
The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet. This is the Balance Sheet referred to in our report of even date. For Lodha & Company N Sakthivel Chartered Accountants K.Padmanabhan Managing Director Director G. Subramania Sarma Partner Membership Number: 21756 Place: Chennai Date: 03/09/09
44
M.Sridhar Company Secretary Place: Chennai Date:03/09/09
TELEDATA MRINE SOLUTIONS LTD. CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31 MARCH, 2009 (Rs. In lakhs) Particulars INCOME Turnover Other Income Total EXPENDITURE Purchases and Outsourcing Expenses (net of returns) Forwarding & Clearing Expenses LPG Manufacturing Expenses Administrative Expenses Selling and Distribution Expenses Interest and Finance Charges Loss on Sale of Investment Goodwill Written Off Miscellaneous Expenditure Written Off Total Profit Before Tax and Depreciation Depreciation Profit Before Tax Provision for Taxes - Current Tax - Deferred Tax - Fringe Benefit Tax Profit after Tax before prior perior adjustments Add: Prior period adjustments Net Profit for the year before Minority Interest Less: Minority Interest Net Profit for the year Balance Brought forward from Previous year Add: Balance Brought Forward from the Previous Year New Subsidiaries Less: Pre Acquisition Profit & Minority Interest. Less: Share of Profit of Sirius Malta Less: Profit of transferred subsidaryPicnic Marine. Surplus before Demerger Effect Schedule K L As at 31st March, 2009 57,158.69 12,637.52 69,796.21 As at 31st March, 2008 73,812.83 1,991.49 75,804.32
M N O
40,471.23 1,729.82 47.94 12,236.48 2,756.62 1,322.87 58,564.96 11,231.25 474.09 10,757.16 28.89 4.46 250.16 7.78
49,441.85 382.55 146.32 8,304.51 3,258.09 1,942.90 8,327.53 71,803.75 4,000.57 4,143.55 (142.98)
33.35 10,723.81 10,723.81 (53.70) 10,777.51 6,233.21 17,010.72 17,010.72
257.94 (400.92) 0.47 (400.45) (12.99) (387.46) 6,665.17 6,277.71 6,277.71
45
Surplus before Demerger Effect Less: Effect on cessation of Subsidiary Surplus available for Appropriation Appropriations General Reserve Proposed Dividend on Equity Shares Dividend Distribution Tax Balance Carried to Balance Sheet Basic / Diluted Earnings Per Share of Rs.2 each (in Rupees) [Refer Note No.9 Schedule Q] Significant Accounting Policies Notes on Accounts -
17,010.72 17,010.72 17,010.72 7.31
6,277.71 (44.50) 6,233.21
6,233.21 (0.26)
P Q
The Schedules referred to above and the notes thereon form an integral part of the Profit and Loss Account. This is the Profit and Loss Account referred to in our report of even date. For Lodha & Company Chartered Accountants G. Subramania Sarma Partner Membership Number: 21756 Place :Chennai Date :03/09/2009
K.Padmanabhan Managing Director M.Sridhar Company Secretary
46

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 31ST MARCH, 2009 A Particulars Cash Flow From Operating Activities Net Profit Before Tax Adjustments For: Depreciation Foreign Exchange (Gain) / Loss Miscellaneous Expenditure Written Off Bad Debts Written Off Loss on Sale of Investment Loss on Sale of Assets Goodwill Written Off Interest Paid Interest Received Share of profit transferred Profit on settlement of loan Write off of loan received from directors Prior period item Operating Profit Before Working Capital Changes Adjustments For: Decrease / (Increase) in Trade And Other Receivables Decrease / (Increase) in Inventories Preacquisition Profits of ultimate Subsidiaires Increase / (Decrease) in Foreign Currency Translation Reserve Increase / (Decrease) in Trade Payables Cash Generated from Operations Direct Taxes and Fringe Benefit Tax Paid Net Cash From Operating Activities Cash Flow From Investing Activities Purchase of Fixed Assets Sale of Fixed Assets Increase in Goodwill in Subsidiaires Proceeds from disposal of investment. Purchase of Investments Interest Received Net Cash Used in Investing Activities Cash Flow From Financial Activities Proceeds from Issue of Share Capital Securities Premium Increase/ (Decrease) in Borrowings Consideration received on account of Demerger Purchase consideration GDR Issue Expenses Proceeds from Short Term Borrowings Interest Paid Dividend Paid Net Cash From Financial Activities Net Decrease in Cash and Cash Equivalents (A)+(B)+(C) Cash and Cash Equivalents at Beginning of the Year Effect on Cash and Cash Equivalents transferred as per the Scheme Cash and cash equivalents transferred on cessation of subsidary. Cash and Cash Equivalents at End of the Year 2008-09 10,757.17 474.09 4,035.18 0.30 1,186.46 (457.39) 0.02 15,995.83 (69,334.80) (9.09) 485.37 1,019.11 27,183.21 (24,660.37) (113.29) (24,773.66) 586.95 13,923.71 (572.24) 57.21 730.14 14,725.77 3,121.85 (1,186.46) 1,935.39 (8,112.50) 11,534.32 3,421.82
(Rs. In lakhs)
2007-08 (142.99) 4,143.55 737.96 8,327.53
1,663.43 (1,318.30) (351.31) (12.59) 0.47 13,047.76 (34,387.53) (109.67) (1,145.66) 2,779.03 27,360.09 7,544.02 (327.93) 7,216.09 (2,456.82) (163.41) (1,756.77) (1,841.16) 1,204.31 (5,013.85) 3,292.82 (8,419.07) (1,663.43) (6,789.68) (4,587.45) 16,253.62 (131.86) 11,534.32
Cash and Cash Equivalents at the end of the year includes Fixed deposit with Banks are under lien to Banks The Assets and Liabilities taken over and Equity Shares to be issued pursuant to the Scheme have not been considered in the Cash Flow Statement as the same does not involve cash flows. 3 Being the first year operation previous year's figures are not given. This is the Cash Flow Statement referred to in our report of even date. For and on behalf of the Board For Lodha & Company Chartered Accountants K.Padmanabhan N. Sakthivel Managing Director Director G. Subramania Sarma Partner Membership Number: 21756 Place: Chennai Date: 03/09/09 M.Sridhar Company Secretary Place: Chennai Date: 03/09/09
47
1 2

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET (Rs. In lakhs) Particulars SCHEDULE - A SHARE CAPITAL AUTHORISED 15,50,00,000 shares of Rs. 2/- each ISSUED, SUBSCRIBED, CALLED AND PAID UP 9,08,34,540 shares of Rs. 2/(Previous year (50,00,000 Equity Shares of Rs. 2/- each Of the above : 1. 8,58,34,540 Equity Shares fully paid up is is issued pursuant to the scheme to Share holders of demerged and amalgamating Companies 2. Pre existing capital 50,00,000 Shares fully paid up. Share Suspense Account 5,66,52,140 (P.Y 14,24,86,680) Equity Shares fully paid up to be issued pursuant to the scheme to Share holders of amalgamating Company [Refer Note No. 5 (v) of Schedule Q ] TOTAL SCHEDULE - B RESERVES AND SURPLUS Statutory Rserve Less : Pre acquisition reserve. Securities Premium Account Opening Balance Add : Transfer on account of Demerger Additions as per the Scheme relating to demerged marine division of Teledata Informatics Ltd. General Reserve Opening Balance Transferred from Capital Reserve Additions as per the Scheme relating to demerged marine division of Teledata Informatics Ltd. Additions as per the Scheme relating to the amalgamation of Sirius Shipping Company Limited 31.57 3,222.62 31.57 31.57 31.57 1,133.04 2,849.73 3,100.00 3,100.00 As at 31st March, 2009 As at 31st March 2008
1,816.69
100.00
2,949.73
2,949.73
3,222.62 18,171.77
3,222.62 3,222.62 18,171.77
18,171.77 18,171.77
18,171.77 18,171.77 218.79 6,233.20 27,877.95 4,170.15 17,010.72 42,606.83
Add: Transfer from P & L account during the year Foreign Currency Translation Reserve Profit and Loss account TOTAL
48

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET (Rs. In lakhs) Particulars SCHEDULE - C SECURED LOANS From Banks [Refer Note No. 7 of Schedule Q] - Export Packing Credit # - Term Loan - Overdraft From Financial Institutions TOTAL # - [Refer Note No.5 of Schedule Q] SCHEDULE - D UNSECURED LOANS Loan from Directors of Subsidiaries Other Short Term Loans From Others TOTAL 159.41 1,789.86 (1,795.43) 153.84 16.41 2,036.52 4,912.15 6,965.08 3,044.73 7,143.52 30.28 391.88 10,610.41 3,003.17 7,690.74 306.20 11,000.11 As at 31st March, 2009 As at 31st March 2008
49
Teledata Marine Solutions Ltd. (Consolidation Fixed Assets Schedule)2008-09

(Rs. In lakhs)
Gross Block Deletions FCTR 31-03-2009 6 2 1 11 2 0 13 92 13 5 62 27 0 0 0 4 19 1 0 01-04-2008 As On 31-03-2009 Cost as on Acc.Depreciation FCTR ACC.Depreciation Depreciation Block for the year Deletions Net Block As On 31-03-2009 As on 01-4-08
SCHEDULE : E
FIXED ASSETS SCHEDULE
Op Cost
Additions
01-04-2008
50
1 9 81 117 21 475.07
Computer Furniture & fixture Motor Vehicle Office Equipments ** Ship Ship - SKALA 1 Ship Library Ship Equipment Land & Building (office Premises) Leasehold Improvement Plant & Machinery Storage Tank Jetty & Dryke Area Fire & Safety Equipment Yard development Boundary, Fencing & security post Electrical installation Cutlaries & Crocaries Office decoration Electricity & others Accounting package Cylinder Buidings Softwares Vessel Vessel Improvement Tool & Equipment Vessel Improvement - WIP Total 0 244 11 254 517.54 1 6,306 10,441 12 4 1,257 79 21 4 18,125.98 0 915 591 1 0 783 15 8 2,314.91
98 872 78 79 5,002 8,191 8 3 67 86 515 296 40 4,161 1,954 449 97 14 22,012.13
19 123 20 18 1,304 2,250 2 1 0 23 136 78 0 238 55 12 2 4,279.70
122 995 98 97 67 109 651 374 40 4,161 935 669 99 266 8,683.38
67 62 21 31 677 440 1 0 0 10 18 10 1 4,152 1,456 91 29 7,066.91
17 20 6 8 176 124 0 0 0 3 7 4 0 182 18 5 569.62
96 174 40 45 0 17 44 24 2 4,161 935 212 47 5,796.69
26 821 58 52 67 92 607 350 38 0 0 457 52 266 2,886.69
31 810 57 48 4,325 7,751 8 3 67 76 497 286 39 9 498 357 68 14 14,945.21

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET (Rs. In lakhs) Particulars SCHEDULE - F INVESTMENTS Long Term Unquoted (At Cost) Teledata Marine Systems Pte Ltd. (Singapore) [Equity Shares of 1 SGD each] [Refer Note no. 13 of Schedule Q] TOTAL SCHEDULE - G CURRENT ASSETS I. INVENTORIES II. SUNDRY DEBTORS (Unsecured and Considered Good) Debts outstanding for period exceeding six months * Other Debts III. CASH AND BANK BALANCES Cash on Hand Balance with Scheduled Banks i) Current Account ii) Deposits Account [Refer Note No.5(ii) and 8 of Schedule Q] Balance with Unscheduled Banks i) Current Account ii) Deposits Account IV. OTHER CURRENT ASSETS Income Accrued but not Billed TOTAL SCHEDULE - H LOANS AND ADVANCES (Unsecured and Considered Good) Interest Accrued but not Due Advances recoverable in cash or in kind or for value to be received ** Dues from Director and Body Corporates Short term loans from releated parties. Advance Income tax and Tax Deducted at Source (net of provision) Advance Fringe Benefit Tax (net) Deposits with - Government Departments - Others [Refer Note No.5(ii) of Schedule Q] TOTAL 0.25 10.96 15,061.28 35,239.08 15,620.60 0.00 18.34 0.00 0.20 33.37 33.57 65,950.51 19,669.79 369.52 5,892.23 13,374.11 0.01 0.35 141.67 132.62 Nos. 740,002 34.83 34.83 Nos. 740,002 92.06 92.06 As at 31st March, 2009 As at 31st March 2008
35,538.28 25,227.93 60,766.21 18.76 399.83 2,996.71 6.52 3,421.82 116.59 64,446.27
11,963.75 23,535.85 35,499.60 28.05 862.53 10,607.54 36.20 -
11,534.32 13.25 47,179.79
11.21
51

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET (Rs. In lakhs) Particulars SCHEDULE - I CURRENT LIABILITIES Sundry Creditors Creditors for Expenses Others Deferred Income Short term loan. Credit Balance in Current Accounts * Other Current Liabilities TOTAL SCHEDULE - J PROVISIONS - for Income tax (net) Bad and Doubt full - for Fringe Benefit Tax (net) - for Gratuity TOTAL SCHEDULE - K TURNOVER Software Sales & Services - Exports - Domestic Services Income from Manning and Maintenance Income from Forwarding and Clearing Charges Income from LPG Manufacturing Income from Shipping Operation TOTAL SCHEDULE - L OTHER INCOME Interest Income Foreign Exchange Flactuation Write off of loans received from directors. Income from share transfer. Profit on sale of Ship Profit on settlement of loan Miscellaneous Income TOTAL 49,710.97 8.80 2,737.11 2,149.12 21.85 2,530.84 57,158.69 57,351.60 43.55 2,163.06 16.61 504.53 136.50 13,596.98 73,812.83 9.75 0.05 71.90 81.70 71.66 51.00 122.66 477.82 59,363.28 59,841.10 1,438.96 10,631.49 176.41 1,328.25 73,416.21 1,502.26 67.08 29,318.63 715.45 25,989.90 26,705.35 1,043.94 As at 31st March, 2009 As at 31st March 2008
474.45 9.61 27.62 11,550.77 575.07 12,637.52
1,319.34 12.59 204.23 351.31 104.02 1,991.49
52

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET (Rs. In lakhs) Particulars SCHEDULE - M ADMINISTRATIVE EXPENSES Personnel Cost Provident fund, ESI & Gratuity Staff Welfare Rent Rates and Taxes Insurance Electricity Charges Professional and Consultancy Charges Auditors Remuneration Repairs and Maintenance: - Buildings - Others Travelling and Conveyance Printing and Stationery Directors' Remuneration Communication Expenses Bad Debts written off Service Charges Spares Foreign Exchange Fluctuation Loss Miscellaneous Expenses Provision for Doubtful Debt Ship Operation Expenses Cash To Master Brokerage Port Expenses Bunkers Agency Charges Despatch Charges Proforma Disbursement Account Drydock Expenses Crew Charges Expenses Inmarsat Charges Legal Expenses Recurring Expenses Commissions Survey Charges Transportation charges Victualing Consumable Stores Equipment Hire Charges Rounded off Entertainment Expenses Office Expenses Books and Periodicals Canteen Expenses Loss on Sale of Assets TOTAL 2,676.75 42.17 91.54 2,485.30 24.67 80.95 As at 31st March, 2009 As at 31st March 2008
2,810.47 262.24 41.21 20.95 63.46 923.04 24.77
2,590.92 121.84 13.70 203.45 33.98 1,116.07 34.79
52.73 302.84
355.57 482.00 31.51 84.24 170.68 11.46 64.14 4,035.18 303.99 81.73
51.20 108.52
159.72 626.99 25.14 83.08 125.04 9.99 166.27 737.96 186.82
26.67 21.98 (230.11) 0.03 2,112.30 0.11 4.78 33.84 50.70 5.47 19.08 31.95
33.98 58.71 23.38 548.44 3.31 35.71 97.00 124.14 16.84 4.75 0.51 412.14 0.70 15.77 38.95 464.08
2,076.80 389.09 (0.01) 3 0 0 0 0 12,236.48
1,878.41 188 2
8,304.51
53

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET (Rs. In lakhs) Particulars SCHEDULE - N SELLING AND DISTRIBUTION EXPENSES Advertisement Marketing Expenses Business Promotion Expenses Commission Discount Allowed TOTAL SCHEDULE - O INTEREST AND FINANCE CHARGES Interest - Banks - Others Bank Charges TOTAL 1,168.42 5.44 1,173.86 149.01 1,322.87 1,670.59 6.66 1,677.25 265.65 1,942.90 120.73 286.69 2.03 2,347.17 2,756.62 58.54 4.47 783.88 0.45 2,410.75 3,258.09 As at 31st March, 2009 As at 31st March 2008
54

SCHEDULE - P SIGNIFICANT ACCOUNTING POLICIES ON CONSOLIDATED FINANCIAL STATEMENTS A. Basis of Preparation of Financial Statements The consolidated financial statements of Teledata Marine Solutions Ltd, its subsidiaries (the Group) are prepared under the historical cost convention and in accordance with Accounting Standard 21 on "Consolidated Financial Statement" issued by The Institute of Chartered Accountants of India. B. Principles of Consolidation i. The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses. Inter-company balances and transactions and unrealised profits or losses which are material have been fully eliminated.
ii. In the case of foreign subsidiaries the conversion of financials has been done in compliance with the Accounting Standard 11 (Accounting for the Effects of Changes in Foreign Exchange Rates). The exchange difference arising out of the year end translation is being debited or credited to Currency Fluctuation Reserve and same has been adjusted to Reserves. iii. The cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be. Net of Goodwill or Capital Reserve is shown in consolidated statements. iv. The difference between the proceeds from disposal of investment in a subsidiary and the carrying amount of its assets less liabilities as of the date of disposal is recognized in the consolidated statement of Profit and Loss account as the profit or loss on disposal of investment in subsidiary. v. Minority Interest's share of net assets of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company.
vi. Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments were made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments. vii. As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company's separate financial statements. C. Use of Estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets, liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Actual results could differ from these estimates. Any revision in accounting estimates is recognised prospectively in current and future periods. D. Revenue Recognition i) The Company follows mercantile system of accounting and recognises income and expenditure on accrual basis, in accordance with the requirements of the Companies Act, 1956.
ii) Revenue from software development / software products is recognized on the basis of delivery of the licenses of the required software products specified in the purchase order. iii) Income from Shipping Operation are recognised based on the invoiced value. iv) Income from manning and maintenance of ships is booked in terms of the agreement with the customers. v) In case of ECM Maritime Services LLC, consulting services are recognised on the performance of services. The services to customers in accordance with annual contracts are recognised ratably over the contract period.
55

SCHEDULE - P E. Fixed Assets i) Fixed assets are stated at cost less depreciation. All costs relating to the acquisition and installation of fixed assets are capitalised including directly attributable financing costs relating to borrowed funds and costs of bringing the asset to working condition for its intended use.
ii) Software product development expenditure including expenditure on upgrades and new version are capitalized on completion of the product. Cost of Software purchased and procured for product development/customisation is added to software purchase expenditure. iii) Capital Work in Progress comprises of all directly attributable costs of bringing the assets to their working condition for their intended use and all indirect and incidental expenses. F. Depreciation / Amortisation a.Parent Company i) Depreciation on fixed assets taken over on account of amalgamation of erstwhile Sirius Shipping Company and demerger of Teledata Informatics Limited are provided over the residual life of the asset based on the rates of Depreciation as specified in Schedule XIV of the Companies Act, 1956. Depreciation on other fixed assets is provided on straight line method at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956. ii) Depreciation on Building and Ship (owned fractionally) is calculated on Straight Line method. Depreciation on other assets are provided on Written down value method. iii) Softwares are amortised over a period of three years. b.Depreciation rates for subsidiaries (wherever applicable) for major asset blocks. Name of the Company Method Furniture Office Computer Lease hold Vessels Plant & Vehicles and Equip Softwares/ ImprovemMachinery Fixtures ments Hardware ents SLM SLM SLM 20.00% NA NA 20.00% NA NA 20.00% NA NA 4 Years (Lease Term) NA 10.00% 5% to 20% NA NA NA NA NA NA NA NA NA NA NA NA NA
Teledata Informatics (Bangkok) Co. Ltd. Navakun Transport Co.Ltd ECM Maritime Services LLC
20.00% 20.00%
Teledata SBC logistics & solutions Ltd (formerly SBC Data Systems Ltd., Dublin, Ireland) Teledata Marine Solutions Ltd.,Malta,(formerly Sirius Marine Services Pte Ltd, Malta) Teledata Informatics Limited, Malta Teledata Marine Solutions Ltd., Bangladesh (formerly Summit Surma Petrolium Company Ltd, Bangladesh)
SLM
NA
NA
12.50%
SLM
NA
6.33%
16.40%
NA
5.00%
NA
NA
SLM SLM
NA
6.33%
16.40% 20.00%
NA 3.7% Years (27 years Lease Term)
5.00% NA
NA 3.33%
NA 20.00%
10.00% 15.00%
SLM means Straight Line Method, NA - means Not Applicable

56

SCHEDULE - P G. Borrowing cost Borrowing costs are recognised as an expense in the year in which they are incurred except in respect of the Parent company where borrowing costs which are directly attributable to acquisition/construction of fixed asset and needs a substantial time frame to make the asset ready to use, in which case the borrowing costs are capitalised as part of the cost of asset. H. Inventories i) Stocks / Supplies are stated at the lower of cost and net realisable value.
ii) Cost is calculated using the First in first out (FIFO) formula and comprises all comprises all cost of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. iii) An allowance is made for all deteriorated, damaged, obsolete and slow-moving supplies. I. Investments i) Long term Investments are stated at cost. Provision for diminution in value of long term investments is made only if such a decline is other than temporary in the opinion of the management.
ii) Current Investments are stated at cost or market value whichever is lower. J. Goodwill The excess of cost to the Company of its investments in subsidiary / ultimate subsidiary companies over its share of the equity of the subsidiary / ultimate subsidiary companies at the dates on which the investments in the subsidiary companies are made, is recognized as Goodwill being an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the date of investment is in excess of cost of investment of the Company, it is recognised as Capital Reserve . The Goodwill is set off against Capital Reserve and the net figure is reflected in the financials in assets in case of excess of Goodwill and under the head Reserves and Surplus, in case of excess of Capital Reserve in the consolidated financial statements. K. Foreign Currency Transactions i) Transactions in foreign currency are recorded at the exchange rate prevailing at the dates of the transaction. Monetary items are translated at year-end foreign exchange rates. Resultant exchange difference, arising on payment or conversion of liabilities / assets, is recognised as income or expense, in the year in which they arise.
ii) Revenue transactions in foreign currency from non integrated overseas branches of the parent company are recorded at the average exchange rate for the year, whereas the asset and liabilities are stated at closing exchange rates except for Investments for which rate prevailing on the date of investment or acquisition is applied for conversion. Resulting exchange difference, on conversion of assets and liabilities and income and expenses are transferred to Foreign Currency Translation Reserve. iii) For the purpose of Consolidation, income and expenses of the subsidiaries are translated at average rates and the assets and liabilities are stated at closing rates except for the investment of the parent in subsidiary's capital which has been converted at the rate prevailing on the date of the investment. L. Retirement Benefits i) Contribution to defined contribution scheme viz PF, Superannuation are charged to P&L account as incurred. In respect of PF the company does not have any further obligation beyond its monthly contribution. Retirement/Post-retirement benefits namely gratuity etc. are accounted on accrual basis and not funded. Termination benefits are recognized as an expenses as and when it is incurred.
ii) Liability on account of short term employee benefit comprising largely of compensated absences is recognized at undiscounted, accrual basis during the period when the employee renders services. iii) In respect of Overseas Offices, the retirement benefits are provided as per the prevailing laws of the respective countries.
57
M. Lease Assets leased by the company in the capacity of lessee where the company has substantially all the risks and rewards of ownership are classified as finance lease. Such assets are capitalised at the inception of the lease at lower of fair value or present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Payments made under operating leases are recognised in the income statement on straight line basis over the term of the lease. Contingent rentals are charged to the income statement in the accounting period in which they are incurred. N. Preliminary / Miscellaneous Expenses The Parent Company follows the policy of writing off the Preliminary / Miscellaneous expenses in the year of incorporation. O. Taxes on Income Current income tax expense comprises taxes on income from operations in India and in foreign jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expense relating to foreign operations is determined in accordance with tax laws applicable in countries where such operations are domiciled. Deferred tax expense or benefit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets consisting of unabsorbed depreciation and carry forward of losses are recognised only to the extent that there is virtual certainty that sufficient future taxable income will be available to realise these assets. Fringe Benefit Tax is provided in accordance with provisions of Section 115WA of the Income Tax Act,1961 on expenses as defined for Fringe Benefits. P. Earnings per share The basic earnings per share is computed by dividing the net profit after tax for the period by the weighted average number of equity shares outstanding during the period. Diluted earnings per share, if any is computed using the weighted average number of equity shares and dilutive potential equity share outstanding during the period except when the results would be anti-dilutive. Q. Impairment Except otherwise than for Financial Assets, Inventories and Deferred Tax Asset, the Carrying Amounts of all the Assets are reviewed at each balance sheet date to determine any indications of impairment. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value . An impairment loss is charged to the Profit and Loss account in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting periods is reversed if there has been a change in the estimate of recoverable amount. R. Provision, Contingent Liabilities and Contingent Assets Contingent liabilities, if any, are disclosed by way of Notes to accounts. Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Provision is made in the Accounts in respect of those contingencies which are likely to materialise into liabilities after the year end, till the approval of accounts by the Board of Directors and which have material effect on the position stated in Balance sheet.
58

SCHEDULE - Q NOTES TO ACCOUNTS TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Basis of Consolidation a. The financial statements of the subsidiary companies used in the consolidation are drawn up to the same reporting date as of the Parent Company. Consequent to reduction of shareholding in Teledata Marine Systems Pte ltd. ,Singapore considerably during the year the same has not been considered for consolidation purposes even as associate as per AS-23 The Parent Company has disclosed only such Policies and Notes from the individual financial statements, which fairly present the required disclosures. Lack of homogeneity and other similar considerations made it desirable to exclude some of them, which in the opinion of the management could be better viewed, when referred from the individual financial statements. The Consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to in the same manner as the Parent Company's Separate financial statements except in respect of accounting policies of depreciation, retirement benefit where it was not practicable to use uniform accounting policies in case of certain subsidiaries. The impact is not material in the opinion of the management. Inter-company balances and transactions and unrealised profits or losses if any which are material have been fully eliminated in respect of which auditors have relied on the management certified statement. Stock reserve for the Inter company transactions is not created as there is no stock as on the date of consolidation in the books of the subsidiary/Parent company as the case may be and the softwares/goods purchased is not capitalized by the purchaser. The Capital Reserve of Rs.4091.13 Lakhs shown in the accounts are net of Goodwill of Rs.5584.00 Lakhs. In the opinion of the management the Goodwill arising on acquisition of subsidiaries/business is being tested for impairment on an annual basis as per Accounting Standard 28 "Impairment of Assets" issued by ICAI and is of the value stated and the write offs in books of the Parent company are sufficient and no more impairment is deemed necessary. The results of the operations of the subsidiaries with which parent/subsidiary relationship ceases to exist or has came into existence are included in the consolidated statement of profit and loss until/from the date of cessation/initiation of the relationship. For the said purpose proportionate income and expenditure based on the available financials for the period/year ended 31st March 2008 has been considered in the absence of financial statements for the respective periods. The Consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the Parent Company for its separate financial statements. Other Income includes profit on sales of ship amounting to Rs.11,550.77 lakhs
59
2 Particulars of Subsidiaries of the Company during the year Sl. Name of the Company Country of Percentage of Holding
of Incorporation As at 31.03.09 As at 31.03.08 1 Teledata SBC logistics & solutions Ltd (formerly SBC Data Systems Ltd., Dublin, Ireland) * Teledata Informatics (Bangkok) Co. Ltd * ECM Maritime Services LLC (w.e.f 09.11.06)* Navakun Transport Co Ltd.Thailand.w.e.f.6.11.2007) (Subsidiary of Teledata Infomatics(Bangkok)Co.Ltd Teledata Informatics Ltd Malta (w.e.f 14.11.06)* Teledata Marine Solutions Ltd Malta* (formerly Sirius Marine Services Pte.Ltd) Al Nahda Clearing and Forwarding Company.LLC Summit Surma Petroleum Company Ltd (W.e.f 06.8.07) (formerly Summit Surma Petroleum Company Ltd.Bangladesh) Ireland 60.00% 60.00%
2 3 4
Thailand USA Thailand
100.00% 99.89% 100.00%
100.00% 99.89% 100.00%
5 6
Malta Malta
100.00% 100.00%
100.00% 100.00%
7 8
U.A.E Bangaladesh
95.00% 68.57%
95.00% 68.57%
*(Subsidiaries acquired as per the scheme w.e.f 01st November 2006.)
60
Following entities are considered for consolidation : a . List of Audited/Management Certified Financials of the Subsidiaries: (Rs. In Lakhs)
Sl Name of The Subsidiary
Status of Financials Audited Audited Audited
Net Assets
Revenue
Profit / (Loss)
1 Teledata Informatics Ltd, Malta 2 Teledata Marine Solutions Ltd,Malta 3 ECM Maritime Services LLC TOTAL
10,841.37 15,371.04 2,804.13 29,016.54 1,093.67
8,239.18 4,070.42 2,518.76 14,828.36 21.85
5,903.64 3,702.49 749.19 10355.32 (89.82)
4 Summit Surma Petroleum Company Ltd Management Certified 5 SBC Logistics and Solutions Ltd, Ireland Management Certified 6 Teledata Informatics (Bangkok) Co. Ltd Management Certified 7 Navakun Transport Co Ltd, Thailand Subsidiary of Teledata Informatics (Bangkok) Co. Ltd] 8 Al Nahda Clearing and Forwarding Company LLC. Total 4 Share Suspense Account: Management Certified
150.31
218.36
(86.49)
793.81
0.17
(82.42)
1613.50
2101.75
(219.61)
Management Certified
757.87
2149.12
166.02
4409.16
4491.26
(312.32)
The Share suspense account represents 5,66,52,140 shares of Rs.2 each amounting to Rs 1133.04 lakhs pending allottment to the share holders of Sirius Shipping Company Ltd pursuant to the Composite Scheme of Arrangement sanctioned by Honourable High Court of Madras , Vide its order dated 12th October 2007 to erstwhile shares 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 Honourable 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. 5 Secured Loans : i. 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 corporates including TDIL, collateral of shares pledged by director/Body corporates, certain land and buildings belonging to Directors/Body Corporates/relative of director. The Term loans are further secured by the first mortgage of the vessels, which was acquired out of the term loan proceeds standing in the name of Teledata Informatics Ltd, Malta a wholly owned subsidiary of the Company and erstwhile Sirius Shipping Company Limited (merged with the Company).
ii
6 Deposits in Bank Account : Deposits in bank accounts are under lien to Banks as margin for Bank Guarantee, Letter of Credit and Overdraft .
61
7 Contingent Liabilities of the Parent Company : Sl. i ii Particulars Corporate guarantee given to Teledata Informatics Limited Bank guarantee given to HSBC Chennai against advance received from debtors 2008-09 31000.00 45.09
(Rs. in lakhs) 2007-08 63800.00 3597.30 5966.48 8204.00
iii Letter of Credit and Bank guarantee given to State Bank of India, Chennai against advance received from debtors iv Bank guarantee given to UCO Bank, Chennai against advance received from debtors v Income Tax demands pending in Appeal
8 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 10B of Income Tax Act, 1961 in respect of its export turnover from India . No Provision for tax has been considered for subsidiaries domiciled at Malta taking into consideration the prevailing laws of the country.In case of Teledata Marine Solutions Ltd., Bangladesh, the company enjoys tax holiday under the Income Tax Ordinance 1984 for a period of seven years commencing from 1st January 2003 vide National Board of Revenue notification No. 11(140) ANU/ dated 11 September 2003. b. Deferred Tax: The deferred tax asset/liability is net off the deferred tax assets/liabilities of the Subsidiaries considered in the Consolidation.The Parent Company has not recognised deferred tax asset pertaining to Section 10B undertakings in respect of excess of depreciation charged under companies act over the depreciation claimed under Income tax Act in view of Prudence. 9 Calculation of Earnings per share: (Rs. in lakhs)
2008-09
a. Net Profit available for equity share holders (Rs. in lakhs) b. Basic / Diluted Weighted Average No. of Equity Shares (Nos.)* c. Basic / Diluted Earning per share of Rs.2 each (in Rupees) [(a)/(b)] * - Includes shares pending to be alloted lying in Share Suspense Account.
2007-08
(387) 147,486,680 (0.26)
10,778 147,486,680 7.30
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: I. List of related parties with whom transactions have taken place and relationships: (excluding reimbursement of expenses) (As certified by the management) Sl 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Name of the Related Party Teledata Informatics Ltd * Teledata Technology Solutions Ltd * Teledata Education Management Systems Ltd Teledata Education and Research Foundation Ltd Complete Agro Biotech Solutions Pvt Ltd * Silver Harvest Investment and Trading Pvt Ltd * Transworld Solutions India Pvt Ltd. * Kryptos Networks Pvt Limited * Kryptos Networks LLC Esys Technology Pte Ltd Esys Latin America Inc I Max Networks LLC Rose Securities Pvt Ltd * Teledata Marine Systems Pte. Ltd Nature of Relationship
Common Key Management Personnel
* Associates w.e.f. 01st November, 2006 as per the Scheme.

62
Key Management Personnel with Nature of Relationship Sl 1 2 3 4 5 Name of the Related Party K Padmanabhan N Sakthivel Sanan Summanee Apisit Rujiketkamjorn M.S. Nagarajan Nature of Relationship Managing Director Director Director Director Director
Details of the transactions are as follows: Related Parties: Related Party transactions given below are net of inter subsidiary transactions taken place during the year. (excluding reimbursement of expenses) (Rs. in lakhs) 2008-09 a Sales (net of provision for sales return) Teledata Marine Systems Pte, Ltd, Singapore b Loans and Advances granted during the year Key Management Personnel in Subsidiary Associate Companies Transworld Solutions India Pvt Ltd. Teledata Informatics Ltd Complete Agro Biotech Solutions Pvt Ltd c Loans and Advances taken during the year : Navakun Transport Company Ltd d Loans and Advances recovered during the year : Associate Companies Teledata Informatics Ltd Transworld Solutions India Pvt Ltd. Complete Agro Biotech Solutions Pvt Ltd e Closing Balance of Advances (Dr Balances) : Associate Companies Teledata Informatics Ltd Complete Agro Biotech Solutions Pvt Ltd Transworld Solutions India Pvt Ltd. Teledata Marine Systems Pte, Ltd, Singapore f Closing Balance of Advances (Cr Balances) : Key Management Personnel in Subsidiary g Remuneration Paid / Payable Key Management Personnel : N.Sakthivel M.S.Nagaraj * Other KMP's relating to subsidaries * For part of the year 7.81 76.43 4.25 13.86 64.97 20010.14 3077.11 351.62 15,962.14 13,351.25 200.15 30,876.83 0.53 9,269.89 4.69 279.50 442.80 0.07 27,907.42 151.62 13,324.53 36336.30 15289.72 2007-08
63
11.Investments Related a. The Parent Company has investments ofRs 34.83lakhs(P.Y. Rs.92.06 Lakhs) in Teledata Marine Systems Pte. Ltd, Singapore, an associate Company in respect of which the audited / unaudited accounts are not available for last three years. In the opinion of the management no provision is considered necessary in respect of the said investments. The said investments were transferred from Teledata Informatics Limited pursuant to the scheme. In respect of the investments in Teledata Informatics Ltd Malta of 500 shares amounting to Rs 0.72 Lakhs, 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 Parent Company is not in the possession of share certificates. The Parent 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.
b.
c.
12 In the opinion of the management the balances outstanding from overseas Debtors of Parent Company amounting to Rs. 58,468.37 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 slow down of US markets where Companies sales are prominent. 13 The Company has not adopted Accounting Standard 15, Employee Benefits (revised 2005), issued by the Companies rule 2006 [the 'revised AS 15']. The valuation of employee benefits have been done on actual basis as against the acturial valuation on projected unit cost basis.
64
SCHEDULE - Q 14 Segment Reporting I. Primary segment Information (By Business Segment) : The Group is principally engaged in the business of Development and Sale of Software and business of Manning, maintenance and operation of Ships and (Rs. In Lakhs) Consultancy Services. Software Operation and Consultancy Development Maintenance of Services Sales Ships Forwarding & Clearing LPG Bottling Total
Particulars
Revenue Turnover P. Y.(2007-08) Less: Intersegment P. Y.(2007-08) Other Income P. Y.(2007-08) Total Revenue P. Y.(2007-08) Segment Result P. Y.(2007-08) Unallocable Items Interest P. Y.(2007-08) Depreciation P. Y.(2007-08) Tax P. Y.(2007-08) Minority Interest P. Y.(2007-08) Prior Period Items P. Y.(2007-08) Net Profit After Tax & Minority Interest P. Y. (2007-08) 1,298.90 1,618.96 23.14 2,970.92 33.36 216.29 47134.00 680.80 17.93 308.58 384.61 1,129.35 22.09 0.95 9304.11 0.19 3.58 16.97 20.02 19.56 (33.77) 1.80 5.79 1.28 16.10 2.63 8.3 3.34 0.06 10.49 33.27 20.64 (28.23) (19.09) 1,322.86 1,942.90 474.09 4,143.55 33.36 257.94 (53.70) (12.99) 49,753.36 57,595.89 2,527.56 13,596.98 2,737.11 2,163.06 2,149.12 504.53 21.85 136.50 57,189.00 73,996.96
30.31 184.13 753.55 1,314.25 50,475.86 58,726.01 2,036.19 6,438.00
326.75 675.24 2,854.31 14,272.22 9,705.92 (947.00)
0.05 2,737.11 2,163.11 679.87 411.27
2,149.12 504.53 187.90 70.81
0.01 1.94 21.85 138.43 (56.49) (29.61)
30.31 184.13 1,080.30 1,991.47 58,238.26 75,804.30 12,741.29 70.87
696.47
157.72
(61.59)
10965.41
48765.83
(2,407.97)
366.30
63.55
(41.65)
46746.06
(Rs. In Lakhs) Particulars Software Operation and Consultancy Forwarding & LPG Development Maintenance of Services Clearing Bottling Sales Ships Total
Other Information Segment Assets P. Y.(2007-08) Segment Liabilities P. Y.(2007-08) Capital Expenditure P. Y.(2007-08) Write offs & Non-Cash expenses P. Y. (2007-08) 92,821.07 55,861.93 71,760.37 39,160.44 7.34 28,619.71 18,746.33 6,662.79 6,408.46 513.02 1,035.46 2,954.44 1,579.15 1,698.65 1,148.77 3.79 15.15 757.87 398.62 248.01 143.58 17.77 1,093.67 126,246.77 905.52 77,491.55 646.31 81,016.13 473.56 47,334.82 0.03 516.84 8.86 1,084.58 -
65
SCHEDULE - Q ii. Secondary Segment Information (By Geographical Segment) Particulars Segment Revenues P. Y. (2007-08) Segment Results P. Y. (2007-08) India 50,475.86 41,665.43 711.57 1,662.60 Thailand 2,101.92 4,870.49 (302.03) (8,036.84) Malta 12,309.61 9,401.74 9,605.41 5,628.86 USA 2,518.76 9,637.33 870.56 486.87 (Rs. in lakhs) Rest of World 2,389.33 10,229.33 (108.73) (128.96) Total 69,795.48 75,804.30 10,777.51 (387.47)
Particulars Balance as at 01.04.2008 Movement of FCTR of USA Branch Movement of FCTR of Dubai Branch Movement of FCTR of subsidiaries Closing Balance of FCTR as on 31.03.2009
Rs. 218.79 (19.76) (170.48) 4,141.61 4,170.15
15 Except in the case of parent company ,all the monetary and non monetary items have been translated at year end date rate and resulting exchange differences adjusted in foreign currency translation reserve. 16. Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Group financial statements As per our Report of even date For LODHA & COMPANY Chartered Accountants --sd G. SUBRAMANIA SARMA Partner Membership Number:M. No 21756 For and on behalf of the Board
Place: Chennai Date :03/09/2009 .
66
SUBSIDIARIES OF TELEDATA MARINE SOLUTIONS LTD.

1. TELEDATA INFORMATICS LTD MALTA AND TELEDATA MARINE SOLUTIONS LTD, MALTA Teledata Informatics Ltd Malta and Teledata Marine Solutions Ltd, wholly owned subsidiaries of the Company, owned and operated two Handymax carriers namely MV SKALA and MV SKALA1. In line with the forecasts of a downturn in the Shipping Industry, the Company took the decision to dispose off the two vessels. As and when shipping markets stabilize, the Company would be looking out for purchase of vessels at appropriate prices 2. ECM MARITIME LLC, USA ECM is a leading US based Company engaged in oil pollution regulatory compliance and consulting, emergency/crisis preparedness and spill management response services. Oil Pollution Compliance Certificate is compulsory for all ships/ vessels entering US waters. The Company was acquired by Teledata in the year 2006. ECM currently has close to 600 customers with a footprint of 4000-5000 ships including some household and marquee names from the shipping industry. Currently the 2nd largest player in the US, ECM Maritime also has fairly robust growth plans which are tied to the regulations and compliance driven requirements. More and more countries are looking to bring in US style compliance for maritime activity within their territorial waters. ECM is keeping a close watch on these developments and will move rapidly as current discussions become regulations. 3. TELEDATA MARINE SOLUTIONS LTD, BANGLADESH The Company earlier known by the name of Summit Surma Petroleum Co Ltd, owns and operates a LPG Refilling and Distribution plant in Mongla Port of Bangladesh. The plant has 920 MT capacity and is one of the significant players of LPG Gas in Bangladesh. The Company was acquired by Teledata in August 2007. There are tremendous prospects for LPG Business in Bangladesh and Teledata has concrete plans to take advantage in existing scenario. 4. NAVAKUN TRANSPORT CO LTD THAILAND THROUGH SPV TELEDATA INFORMATICS CO LTD, BANGKOK Navakun Transport Co Ltd, is registered as a limited Company in Thailand and is in operation since October 1989. It owns 5 LPG carriers and they essentially have permits to operate in Coastal Thai Waters. The ships are registered at Bangkok and classed with Thai Government. The average age of the LPG fleet is plus 25 years. The LPG fleet is gainfully employed on COA basis and the contract is Open ended.
5. AL NAHDA FORWARDING & CLEARING CO LLC, DUBAI Teledata Marine Solutions Ltd, acquired Al Nahda Clearing & Forwarding LLC, a mid-sized freight forwarding company in Dubai in the year 2007. Al Nahda's services range from domestic and worldwide express delivery to heavy-weight air/sea freight forwarding, as well as fulfillment and distribution logistics. The Company essentially engages in Customs Clearance jobs from Al Selaa borders in UAE. 6.TELEDATA SBC LOGISTICS AND SOLUTIONS LTD Teledata SBC Logistics & Solutions Ltd formerly known by the name of SBC Data Systems Ltd was incorporated in the year 2004 in Dublin, Ireland. It provides software solutions to the transportation and logistics industry. The Company was acquired by Teledata Marine Solutions Ltd in the year 2006. The Company offers solutions for logistics and transportation companies - offering Freight forwarding, Road Haulage, Logistics, Warehousing and Supply-chain management applications. It also offers customised software development and integration services specifically within the Transportation, Logistics and Supply Chain Management areas. The other work arena includes designing and developing Internet applications for the logistics industry; from web sites to on-line supply-chain management systems.
67
STATEMENT U/S 212(8) OF COMPANIES ACT 1956 Teledata Marine Solutions Ltd.Details of Subsidaries Details of Subsidiaries overseas operations for the financial year 2008-09
(Amount in Rs.)
Particulars
Teledata SBC Logistics & Solutions Ltd
ECM Maritime Services LLC
Teledata Marine Solutions Ltd, Malta
Teledata Informatics Ltd Malta
Teledata Marine Solutions Ltd, Bangladesh
Al Nahda Forwarding and Clearing Company LLC

AED BHAT
Navakun Transport Ltd
Teledata Informatics (Bangkok) Ltd
Functional Currency
EURO
USD
USD
Mauritius Rs.
TAKA
BHAT
Conversion Rates 50.95 45.98 45.98 45.98 0.6623 12.38 50.95 50.95 0.7397 13.85 1.43 1.35 1.43 1.35
Balance Sheet
67.48
Profit & Loss
65.08
Summary Balance
Sheet 0 590,245,727 280,413,336 163,470,232 22,561,859 9,303,271 64,631,394 1,531,453,441 1096265774 109,366,866 899,216,127 1,086,890,776 (94,246,279.06) 60,880 71728 201,056,736 3224787 47,760,935 75,787,207 21,772,989 125000000 (7,691,802.09) 162029251.2 31961143.39 24,374,000 90,869,982 79,380,729 0
Share Capital
5247.12
Reserve & Surplus
7855700.60
Total Assets
15,031,103
Total Liabilities
7,170,155
Investments (excluding
subsidiaries)
68
251,875,911 74,919,002 0 74,919,002 370,098,775 602931418.3 0 0 370,098,775 602931418.3 407042335.1 831367614.7
Summary Profit &
Loss Account 2,185,177 (8,981,702.39) 0 (8,981,702.39)
Turnover(Other Income)
21835511.44
214912083.4
16601638.93 0 16601638.93
210175490.9
(21,960,619.52)
16,666 (8,241,968.92)
Profit Before Tax
(8,648,806.60)
Provision for Tax
0
(21,960,619.52)
0 (8,241,968.92)
Profit after Tax
(8,648,806.60)
Proposed Dividend
Teledata Marine Solutions Ltd.

Regd. Office: Teledata Tower 1 Floor 37/1 Velachery Tambaram Main Road Velachery Chennai 600042
st
ATTENDANCE SLIP PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.
Name and Address of Equity Shareholder (IN BLOCK LETTERS):_____________________________________________ ___________________________________________________________________________________________ __ Name and Address of the Proxy (IN BLOCK LETTERS, to be filled in by the proxy attending instead of the equity shareholder): _________________________________________________ _____________________________________________________________________________I hereby record my presence at the 3rd Annual General Meeting of the Company, convened on Tuesday, the 29th day of , September 2009 at Raj Palace Sundar,No.12, Dr.Durgabai Deshmukh Road, Opp. To Sathya Studio, R.A.Puram, Chennai 600 028, at 11.00 A.M. Reg. Folio No : _________________ DP ID No. : _________________ Client ID No : _________________ No. of Shares : _________________ ________________________________ Signature of the Equity Shareholder / Proxy NOTE: Equity Shareholders attending the Meeting in person or through Proxy are requested to complete the Attendance Slip and hand it over at the entrance of the meeting hall __________________________________________________________________________________
Teledata Marine Solutions Ltd

Regd. Office: Teledata Tower 1st Floor 37/1 Velachery Tambaram Main Road Velachery Chennai 600042 FORM OF PROXY I/We _____________________________________________________of ______________ _________________________ being a member/members of Teledata Technology Solutions Ltd hereby appoint ________________________________________________________________________________________ of______________________________________________failing him_____________________ ____________of ____________________________________________ as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday, the 29th day of September, 2009 at Raj Palace Sundar, No.12, Dr.Durgabai Deshmukh Road, Opp. To Sathya Studio, R.A.Puram, Chennai 600 028, at 11.00 A.M. and/or at any adjournment(s) thereof. Dated this _________day of __________, 2009 Name:________________________________________________________________________ Address: _____________________________________________________________ Reg. Folio No : _________________ DP ID No. : _________________ Client ID No : _________________ No. of Shares : _________________
..........................................
Signature of Shareholder/Proxy
Notes: 1. The Proxy Form must be deposited at the Registered Office of the Company at Teledata Tower 1st Floor 37/1 Velachery Tambaram Main Road Velachery Chennai 600042 atleast 48 hours before the time for holding the meeting. The proxy need not be a member of the Company. 2. All alterations made in the Proxy Form should be initialed. 3. In case of multiple proxies, proxy later in time shall be valid and accepted.
69
BOOK POST
TO
TELEDATA MARINE SOLUTIONS LTD

"Teledata Tower", 37/1, First Floor, Velachery Tambaram Main Road, Velachery, Chennai - 600 042. INDIA. Tel : +91 44 4220 7000 Fax : +91 44 2243 2727 E: info@teledatatechnology.in
www.teledatamarine.com

Teledata Marine Solutions LTD.: 3Rd Annual Report 2008-09

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Teledata Marine Solutions LTD.: 3Rd Annual Report 2008-09

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TELEDATA MARINE SOLUTIONS LTD.

3rd ANNUAL REPORT 2008-09

Annual Report 2008-2009

COMPANY SECRETARY AUDITORS

SHARE TRANSFER AGENTS

NOTICE OF 3rd ANNUAL GENERAL MEETING

Place: Chennai Date: 03/09/2009

Sd/K Padmanabhan Managing Director

/By order of the Board/ for Teledata Marine Solutions Ltd.,

Place: Chennai Date: 03/09/2009

Sd/K Padmanabhan Managing Director

Place: Chennai Date: 03/09/2009

ADDENDUM TO DIRECTORS' REPORT

ANNEXURE TO DIRECTORS' REPORT

Gross Remun eration (Rs.)

1. BE Qualified 2. ISM 3. ISO Auditor

Essar Shipping Sanmar Shipping

REPORT ON CORPORATE GOVERNANCE

ANNEXURE TO DIRECTORS' REPORT

(b) Other Directorships

Gp. Capt. K.Balasubramanian IAF (Retd) Mr. K. Padmanabhan Mr. N.Sakthivel

Chairman Managing Director Non Executive

(C)Number of Board Meetings held during the Financial year

Mr.Swapan Das Sarma Mr. Himanshu Joshi

Share Allotment/ Transfer/ Investor Grievance Committee

Name Gp.Capt. K.Balasubramanian IAF( Retd ) Mr. K. Padmanabhan Mr. N.Sakthivel

Independent / Non Independent Non Independent

Executive Non Executive

Non Independent Independent

-dospecial resolution(s) in the

The company has passed 30.10.2006 & 27.11.2007.

Extra Ordinary General meeting held on 28.10.2006,

interests of the Company.

10152433 46729360 1754749 -

11.18 51.44 1.93 -

5. Sub -Total (3+4+ 5)

Shares held by Custodians 6. GRAND TOTAL (1+2+3+4+5+6) 90834540

13. Graphical representation of shareholding pattern as on 31st March, 2009

B. THREATS, RISKS AND CONCERNS :

C. SEGMENT WISE PERFORMANCE :

F. QUALITY & SAFETY :

H. ADEQUACY OF INTERNAL CONTROLS :

(iv) (v) (vi)