3rd ANNUAL REPORT

2008-09

TELEDATA MARINE SOLUTIONS LTD.

Addendum to Directors’ Report 10

Corporate Governance Report 13

Ltd.

Contents

Teledata Marine Solutions

Annual Report 2008-2009

Corporate Information

Notice

Directors’ Report

Annexure to Directors’ Report

Management Analysis and Discussion Report

Financial Statements

Consolidated Financial Statements

Statement u/s 212(8)

03

04

08

12

19

21

43

68

Attendance Slip 69

CORPORATE INFORMATION

MANAGING DIRECTOR

DIRECTORS

COMPANY SECRETARY

AUDITORS

BANKERS

REGISTERED OFFICE

SHARE TRANSFER AGENTS

STPI DIVISION

Mr K Padmanabhan

Gp Capt K Balasubramanian, IAF (Retd) Mr N Sakthivel Mr Himanshu Joshi Mr Swapan Das SarmaMr Nishit Kapoor

Mr M Sridhar

M/s. Lodha & CoChartered Accountants Chesney Town House28, (Old 72-0), Ehiraj SalaiEgmore, Chennai 600008Tel # 28251155

State Bank of India State Bank of TravancoreOverseas Branch, Mumbai Main BranchChennai Mumbai

stTeledata Tower, 1 Floor, 37/1 Velachery Tambaram Main Road, Velachery, Chennai 600042

Cameo Corporate Services Limited, “Subramanian Building”, No 1 Club House Road,Chennai 600002

nd rdTeledata Tower, 2 & 3 Floor, 37/1 Velachery Tambaram Main Road,Velachery, Chennai600042

03

rdNOTICE OF 3 ANNUAL GENERAL MEETING

Notice is hereby given that the Third Annual General Meeting of the shareholders of Teledata Marine

thSolutions Ltd will be held on 29 September 2009, at 11.00 A.M. at

, to transact the following business:

ORDINARY BUSINESS:

st1. To receive, consider and adopt the audited Balance Sheet as at 31 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 .

2. To appoint a Director in place of Mr. K. Padmanabhan, who retires by rotation and being eligible offers himself

for re-appointment.

3. To appoint a Director in place of Mr N Sakthivel, who retires by rotation and being eligible offers himself for re-

appointment.

4. 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.

5. 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.

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

Raj Palace Sundar, No.12, Dr.Durgabai

Deshmukh Road, Opp. To Sathya Studio, R.A.Puram, Chennai – 600 028

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 Sd/-

Date: 03/09/2009 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

th3. The share transfer books and register of members of the company will remain closed from 28 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.,

Place: Chennai Sd/-

Date: 03/09/2009 K Padmanabhan

Managing Director

07

DIRECTORS' REPORTTo The MembersTeledata 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.

stThe financial performance of the Company for the year ended 31 March 2009 is highlighted below:

(Rs.in lacs)

REVIEW OF OPERATIONS

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

stDuring the year ended 31 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

STATUTORY DISCLOSURESThe Company has published the statutory advertisement as per Clause 8.3.5.4 of SEBI (DIP) Guidelines 2000 in the

thnewspapers on 26 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.

The summary of the key financials of the company's subsidiaries is included in this Annual Report.

08

March, 2009

Period Ended31 March, 2008

58,910.15

58,910.15

52472.16

6437.99

1618.952,970.92

1848.12

216.29

1631.83

Period Ended31

50506.90

50506.90

48470.71

2036.99

1298.923.14

714.15

33.36

680.80

Particulars

Income

Total Revenue

Total Expenditure

Operating Profit/(Loss) PBIDT

InterestDepreciation/Amortization

Profit Before Tax (PBT)

Provision for Tax

Profit after Tax (PAT)

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

stThe Board has decided not to declare dividend for the financial year ended 31 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 BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT

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

thpersonnel ie Members of the Management one level below the Executive Directors with effect from 11 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

-sd- -sd-Place: Chennai K Padmanabhan N Sakthivel Date: 03/09/2009 Managing Director 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 stunaudited financial statements which reflect total assets (net) of Rs.44,09.15 Lakhs as at March 31 , 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 effortsThe 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)

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

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 N Sakthivel Managing Director Director Place: Chennai Date: 03/09/2009

Particulars As on 31.03.2009

Foreign Exchange Earnings 25,448.59

Foreign Exchange Outgo 12,921.44

Name Age

Designation

/ Date of

Qualific

ation

Experi

ence

Previous

Employ ment

(Yrs) Nature of

Duties

Joining (Years

)

Designation/

Period of

Employer

Employment

Gross

Remun

e-

ration

(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

Qualified2. ISM

3. ISO Auditor

30

years

Essar Shipping

Sanmar Shipping 8,00,000

12

REPORT ON CORPORATE GOVERNANCE

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

*Mr M S Nagarajan has resigned from the Board and relieved as on 8.6.09

(b) Other Directorships

(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.

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.

Sl. No

Name(s) of Director(s) Category Status Independent / Non Independent

1. Gp. Capt. K.Balasubramanian IAF (Retd)

Non Executive

Promoter

Non independent

2. Mr K Padmanabhan Managing Director

Promoter

Non independent

3. Mr. N.Sakthivel Non Executive

Non promoter

Independent

4. Mr Himanshu Joshi Non Executive

Non promoter

Independent

5. Mr M S Nagarajan* Wholetime Director

Non promoter

Non independent

6. Mr Swapan Das Sarma Non Executive

Non promoter

Independent

7. Mr Nishit Kapoor Non Executive

Non promoter

Independent

Sl. No

Name(s) of Director(s) Category Number of directorships in other Indian companies

Number of Committee memberships held in other companies

1. Gp. Capt. K.Balasubramanian IAF (Retd)

Chairman

5 3

2. Mr. K. Padmanabhan Managing Director

5 1

3.

Mr. N.Sakthivel

NonExecutive

4

4

Sl. No. Board Meeting Date

(2008 – 09)

Sl. No. Board Meeting Date

(2007 – 08)

1. 11/04/2008 1 09/04/2007

2. 10/07/2008 2 16/04/2007

3. 06/09/2008 3 25/07/2007

4. 12/11/2008 4 26/09/2007

5. 01/12/2008 5 18/10/2007

6 29/12/2008 6 24/10/2007

7 11/03/2009 7 01/11/2007

8 24/11/2007

9 04/12/2007

10 30/01/2008

11 20/03/2008

13

d) Attendance of the Board of Directors at the Board Meetings and Annual General Meetings.

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

stthe year/period ended 31 March, 2009. The annual report contains a declaration to this effect signed by Managing Director.

stDeclaration pursuant to clause 49 of the listing agreement for the year ended 31 March, 2009.

ToThe 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

-Sd- K Padmanabhan Managing DirectorPlace: ChennaiDate: 03/09/2009

No. of Board Meetings Held: 07 Name of

Director Attended

Last AGM

Attendance

(Yes/No)

1

2

3

4

5

6

7

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

Yes

Yes

Yes

NA

NA

NA

NA

14

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:

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

The details of shareholders grievances received/replied/pending:

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

rdCompany. The Company convened the First Annual General Meeting on 23 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

thSecond Annual General Meeting was held on 30 December 2008 at Rani Seethai Hall, 601, Anna Salai, Chennai 600 006 at 02.45 p.m.

Type of complaint Received Replied Pending

Non receipt of dividend. Nil Nil N il

Demerger related / Listing 47 47 0

Stock Exchanges / SEBI 29 29 0

Change of address 12 12 0

Non receipt of Annual report

39 36 3

Total 127 124 3

15

Sl.

No.

Name Category Status Independent /

Non Independent

1. Gp.Capt.

K.Balasubramanian IAF( Retd )

Member

Non Independent

2. Mr. K. Padmanabhan Executive

Chairman

Non Independent

3 Mr. N.Sakthivel Non

Executive

Member Independent

Executive

Sl.

No.

Name Category Status Independent /

Non Independent

1. Gp.Capt.

K.Balasubramanian IAF( Retd )

Chairman

Member Non Independent

2.

Mr. N.Sakthivel

Non

Executive

Member

Independent

3. Mr.Swapan Das Sarma Non

Executive

Member Independent

4. Mr. Himanshu JoshiNon

Executive

Member Independent

The Company conducted Extra ordinary General Meeting on various dates since Incorporation the details of which are given below:

The company has passed special resolution(s) in the Extra Ordinary General meeting held on 28.10.2006, 30.10.2006 & 27.11.2007. 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

¤There were no materially significant related party transactions, which may have potential conflict with the 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 .

¤All the mandatory requirements specified under clause 49 have been complied with.

¤There are no material non listed Indian Subsidiary Company in respect of which disclosures are to be given as 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

¤Upon Listing, the financial statements would be published in newspapers as prescribed.

¤The Results would also be displayed in URL named 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

www.teledatamarine.com

Date of book closure

28.09.2009 to 29.09.2009

Venue of the Annual General Meeting

(AGM) :

Date and Time of AGM 29th

September 2009, 11.A.M.

Registered Office “ Teledata Tower” Ist Floor,

37/1, Velachery Tambaram Main Road,

Velachery,

Chennai 600 042.

Raj Palace Sundar,No.12, Dr.Durgabai Deshmukh Road, Opp. To Sathya Studio, R.A.Puram, Chennai – 600 028

16

Year AGM/EGM Location Date Time

EGM

2AB, GEE GEE Emerald

No.151, Village Road,

Nungambakkam, Chennai-600 034

28 -10 -2006

11.00 A.M

EGM

30 -10 -2006

02.00 P.M

2006 - 07

EGM

27 -11 -2007

02.00 P.M

-do-

-do-

-do-

-do-

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

st13. Graphical representation of shareholding pattern as on 31 March, 2009

S.NO CATEGORY NO. OF

SHARES

HELD

PERCENTAGE

OF SHARE

HOLDING

1.

2.

3

4..

5.

6.

Promoters

Indian Promoters

Foreign Promoters

Persons acting in concert

Sub -Total (1+2)

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

Sub -Total (3+4+ 5)

Shares held by Custodians

GRAND TOTAL (1+2+3+4+5+6)

17305190

NIL

17305190

2600

14860049

10152433

46729360

1754749

-

-

30159

73529350

-

90834540

19.05

19.05

0

16.36

11.18

51.44

1.93

-

-

0.03

80.94

-

100.00

17

14. Shares dematerialized upto March 31, 2009

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:

b. 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:

www.teledatamarine.com

cameo@cameoindia.com

No. of Shares % of shares No.Shareholders % of Shareholders

85693989 94.34% 110472 99.99%

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£Proper credit check of the client portfolio£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 ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE : 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.

st1. We have audited the attached Balance Sheet of TELEDATA MARINE SOLUTIONS LTD as at 31 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.

2. 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.

3. 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.

3.2 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.

3.3 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.

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;

5. 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.

6. 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.

7. 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.

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:

sti) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2009;

ii) in the case of the Profit and Loss Account, of the PROFIT of the Company for the year ended on that

date;

Iii) 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:

(i) (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.

(ii) 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.

(iii) 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.

(iv) As explained by the management, the terms and conditions of the above are not prejudicial to the interests of

the company.

(v) The principal amount has not fallen due and the same is repayable on demand.

(vi) 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.

(vii) 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.

(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) 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.

(X) 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.

(xi) In our opinion, the Company has an internal audit system commensurate with the size of the Company and

nature of its business.

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]rdChennai, 3 September 2009

23

TELEDATA MARINE SOLUTIONS LTD. (Rs. in lakhs)

BALANCE SHEET AS AT 31ST MARCH 2009Particulars Schedule As at 31st March, 2009 As at 31st March, 2008

SOURCES OF FUNDS

Share Holders' Funds Share Capital A 2,949.73 2,949.73 Reserves and Surplus B 29,785.91 32,735.64 29,295.35 32,245.08

Share Application Money - - Share Warrants - -

Loan Funds Secured Loans C 9,757.55 10,238.69 Unsecured Loans D 1,789.87 11,547.42 - 10,238.69

Deferred Tax Liability (net) - -

TOTAL 44,283.06 42,483.77

APPLICATION OF FUNDS

Fixed Assets E Gross Block 4,292.30 4,547.56 Less: Depreciation 4,175.57 4,217.00 Net Block 116.73 330.56 Capital Work In Progress - -

Investments F 6,256.39 6,313.62

Current Assets, Loans and AdvancesCurrent Assets G Sundry Debtors 58,468.39 34,215.00 Cash and Bank Balances 2,960.60 11,042.32 Other Current Assets - - 61,428.99 45,257.32

Loans and Advances H 36,693.96 19,566.04 98,122.95 64,823.36 Less: Current Liabilities and Provisions Current Liabilities I 60,141.04 28,887.49 Provisions J 71.97 96.28

60,213.01 28,983.77 Net Current Assets 37,909.94 35,839.59

TOTAL 44,283.06 42,483.77 -

Significant Accounting Policies P - Notes on Accounts Q -

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 and on behalf of the Board

Chartered Accountants K.Padmanabhan N.Sakthivel Managing Director Director

Partner M.SridharMembership Number: Company Secretary

Place : Place: ChennaiDate : Date :

For LODHA & COMPANY

--sd–G. SUBRAMANIA SARMA

M. No 21756

Chennai03/09/2009 03/09/2009

24

TELEDATA MARINE SOLUTIONS LTD.

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2009 (Rs. in lakhs) Particulars Schedule 2008-09 2007-08

INCOME

Turnover (net) K 49,753.36 57,595.89

Other Income L 753.55 1,314.26

Total 50,506.91 58,910.15 EXPENDITURE

Purchases and Outsourcing Expenses (net of returns) 38,548.40 45,626.41 Administrative Expenses M 7,186.78 3,596.67 Selling and Distribution Expenses N 2,735.54 3,249.07 Interest and Finance Charges O 1,298.90 1,618.95 Miscellaneous Expenditure Written Off - - Total 49,769.62 54,091.10

Profit Before Tax and Depreciation 737.29 4,819.05 Depreciation E 23.14 2,970.92 Profit Before Tax 714.15 1,848.13

Provision for Taxes - Current Tax 28.89 208.51 - Deferred Tax - - - Fringe Benefit Tax 4.46 33.35 7.78 216.29

Profit after Tax before earlier years tax 680.80 1,631.84

Less: Income Tax for Earlier Years - -

Net Profit for the year 680.80 1,631.84

Add: Balance Brought Forward from the Previous Year 7,921.39 6,289.55

Surplus before Demerger Effect 8,602.19 7,921.39 Less: Demerger EffectWritten off as per Scheme of arrangement - - Transferred to General Reserve - - - - Surplus available for Appropriation 8,602.19 7,921.39

Appropriations General Reserve - - Proposed Dividend on Equity Shares - - Dividend Distribution Tax - - - - Balance Carried to Balance Sheet 8,602.18 7,921.38

Basic / Diluted Earnings Per Share of Rs.2 each (in Rupees) 0.46 1.11 [Refer Note No.11 Schedule Q]

Significant Accounting Policies PNotes 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 and on behalf of the Board

For LODHA & COMPANY

--sd–G. SUBRAMANIA SARMA

M. No 21756

Chennai03/09/2009 03/09/2009

Chartered Accountants K.Padmanabhan N.Sakthivel Managing Director Director

Partner M.SridharMembership Number: Company Secretary

Place : Place: ChennaiDate : Date :

25

TELEDATA MARINE SOLUTIONS LTD. (Rs. in lakhs)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2009Particulars 2008-09 2007-08

A Cash Flow From Operating Activities Net Profit Before Tax 714.15 1,848.12

Adjustments For: Depreciation 23.14 2,970.92 Foreign Exchange (Gain) / Loss 4,035.18 817.12 Loss on Sale of Fixed Assets 0.30 - Interest Paid 1,162.62 1,368.14 Interest Received (457.39) (1,311.72) Operating Profit Before Working Capital Changes 5,478.00 5,692.58

Adjustments For: Decrease / (Increase) in Trade And Other Receivables (45,671.28) (29,283.64) Foreign Currency Translation Reserve (190.24) (52.31) Increase / (Decrease) in Trade Payables 31,291.20 21,091.66 Cash Generated from Operations (9,092.32) (2,551.71)

Direct Taxes and Fringe Benefit Tax Paid (113.29) (286.29) Net Cash Used in Operating Activities (9,205.61) (2,838.00)

B Cash Flow From Investing Activities Purchase of Fixed Assets (2.31) (7.34) Sale of Fixed Assets 192.71 Sale of Investments 57.23 (1,841.17) Interest Received 730.15 1,197.73 Net Cash Used in Investing Activities 977.78 (650.78)

C Cash Flow From Financial Activities Proceeds from Issue of Share Capital - (0.00) Proceeds from Long Term Borrowings (481.14) 257.01 Proceeds from Short Term Borrowings 1,789.87 292.92 Interest Paid (1,162.62) (1,368.14) Net Cash From / (Used in) Financial Activities (146.11) (818.21)

D Net Decrease in Cash and Cash Equivalents (A)+(B)+(C) (8,081.73) (4,306.99)

Cash and Cash Equivalents at Beginning of the Year 11,042.33 15,349.31 Effect on Cash and Cash Equivalents transferred as per the Scheme - Cash and Cash Equivalents at End of the Year 2,960.60 11,042.32

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 and on behalf of the Board

For LODHA & COMPANY

--sd–G. SUBRAMANIA SARMA

M. No 21756

Chennai03/09/2009 03/09/2009

Chartered Accountants K.Padmanabhan N.Sakthivel Managing Director Director

Partner M.SridharMembership Number: Company Secretary

Place : Place: ChennaiDate : Date :

@

26

TELEDATA MARINE SOLUTIONS LTD. (Rs. in lakhs) SCHEDULES FORMING PART OF THE BALANCE SHEET Particulars As at 31st March, 2009 As at 31st March, 2008 SCHEDULE - A SHARE CAPITAL AUTHORISED 15,50,00,000 Equity Shares of 3,100.00 3,100.00Rs. 2/- each ISSUED, SUBSCRIBED, CALLED UP AND PAID UP 9,08,34,540 Equity Shares of Rs 2/- each 1,816.69 1816.69 (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) Share Suspense Account 1,133.04 1133.04 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 2,949.73 2,949.73 SCHEDULE - B RESERVES AND SURPLUS Capital Reserve Opening Balance - - Less: Transferred to General Reserve - - - - on Demerger Securities Premium Account Opening Balance 3,222.62 - Add : Transfer on account of - - Demerger 3,222.62 - Additions as per the Scheme relating to demerged marine division of - 3,222.62 Teledata Informatics Ltd. 3,222.62 3,222.62 General Reserve Opening Balance 18,171.77 - Transferred from Capital Reserve - - Additions as per the Scheme relating to demerged marine division of Teledata Informatics Ltd. - 16,423.65 Additions as per the Scheme relating to the amalgamation of Sirius Shipping Company Limited - 1,748.12 18,171.77 18,171.77 Transfer from Profit and Loss account - - during the year 18,171.77 18,171.77 Foreign Currency Translation Reserve (210.67) (20.43) Profit and Loss account 8,602.19 7,921.39 TOTAL 29,785.91 29,295.35

27

TELEDATA MARINE SOLUTIONS LTD. (Rs. in lakhs) SCHEDULES FORMING PART OF THE BALANCE SHEET Particulars As at 31st March, 2009 As at 31st March, 2008 SCHEDULE - C SECURED LOANS From Banks [Refer Note 4 of Schedule Q] - Export Packing Credit 3,044.73 3,003.17 - Overdraft - - - Term Loan 6,712.82 7,235.52 (Term Loan repayable within one year Rs.19,20 lakhs; P.Y. Rs. 19,50 Lakhs) TOTAL 9,757.55 10,238.69 SCHEDULE - D UNSECURED LOANS Loan From Directors - - Other Short Term Loans 1,789.87 - [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 -

28

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TELEDATA MARINE SOLUTIONS LTD. SCHEDULES FORMING PART OF THE BALANCE SHEET (Rs. in lakhs) Particulars As at 31st March, 2009 As at 31st March, 2008

SCHEDULE - F

INVESTMENTS

[Refer Note No. 13 of Schedule Q]

Long Term Unquoted (At Cost) Nos. Nos.

Non Trade

Investments in Associate Company Teledata Marine Systems Pte Ltd. 280,002 34.83 740,002 92.06 (Singapore) [Equity Shares of 1 SGD each] [Refer Note no. 13(a) of Schedule Q] Teledata Informatics (Bangkok) Co. Ltd 2,000,000 696.60 2,000,000 696.60 representing 100% of Equity Shares of 10 Baht each Teledata SBC Logistics and Solutions Ltd 100 76.31 100 76.31 (formerly SBC Data Systems Ireland) representing 60% of Equity Shares of Euro 1 each * "Teledata Informatics Ltd, Malta 500 0.72 500 0.72 representing 100%Equity Shares of 1 LM each *"

Teledata Marine Solution Limited Malta 500 0.61 500 0.61 (earlier Sirius Marine Services Pte Ltd. Malta) representing 100% of Equity Shares of Malta Liri 1 each

ECM Maritime LLC, USA * 3,606.16 3,606.16 Teledata Marine Solutions Ltd., Bangladesh 121,202 873.72 873.72 (formerly Summit Surma PetroleumCompany Ltd, Bangladesh) representing 68.57% of Equity Shares of Taka 1000 each Rain Forest - Al Nahda Forwarding and Clearing Co (LLC), 285 967.44 967.44 Dubai, UAE representing 95% of Equity Shares of AED 1000 each * TOTAL 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 33,827.04 11,725.45 exceeding six months Other Debts 24,641.35 22,489.55 58,468.39 34,215.00 II. CASH AND BANK BALANCES Cash on Hand 4.87 15.93 Balance with Scheduled Banks i) Current Account 4.53 452.19 ii) Deposits Account 2,951.20 10,574.20 [Refer Note No.1(ii) and 5 of Schedule Q] 2,960.60 11,042.32 III. OTHER CURRENT ASSETS Income Accrued on Projects - - TOTAL 61,428.99 45,257.30

30

TELEDATA MARINE SOLUTIONS LTD. (Rs. in lakhs) SCHEDULES FORMING PART OF THE BALANCE SHEET Particulars As at 31st March, 2009 As at 31st March, 2008

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

TELEDATA MARINE SOLUTIONS LTD. SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT

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

(Rs. in lakhs)

49,710.97 57,351.60

32

TELEDATA MARINE SOLUTIONS LTD. SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT (Rs. in lakhs)

Particulars 2008-09 2007-08 SCHEDULE - N SELLING AND DISTRIBUTION EXPENSES Advertisement 119.75 57.50 Business Promotion Expenses 280.56 783.47 Commission - - Discount Allowed 2,335.23 2,408.10 TOTAL 2,735.54 3,249.07 SCHEDULE - O INTEREST AND FINANCE CHARGES Interest - Banks 1,157.18 1,367.63 - Others 5.44 0.51 1,162.62 1,368.14 Bank Charges 136.28 250.81 TOTAL 1,298.90 1,618.95

33

TELEDATA MARINE SOLUTIONS LTD. 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

TELEDATA MARINE SOLUTIONS LTD. 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/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. 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

TELEDATA MARINE SOLUTIONS LTD. 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)

5.Details of Directors' Remuneration: (Rs. in lakhs)

* For part of the year

6.Details of Auditors Remuneration:

(Rs. in lakhs)

Sl. 2008-09 2007-08

i. 7.78 18.00

ii. 0.03 0.11

7.81 18.11 Total

Company's Contribution to Provident fund and Other funds

Particulars

Salary, Bonus and Perquisites

Sl. 2008-09 2007-08

i. 10.00 15.00

ii. - 5.00

iii. 1.03 2.47

11.03 22.47

Particulars

Service Tax

Certification / Consultation Fees

Total

Audit Fees

Sl. 2008-09 2007-08

1 31,000.00 63,800.00

2 - 3,957.03

3 - 5,966.48

4 - 8,204.00

Particulars

Bank guarantee given to HSBC Chennai against advance received from debtors

Bank guarantee given to State Bank of India, Chennaiagainst advance received from debtors

Bank guarantee given to UCO Bank, Chennai gainst advance received from debtors

Corporate guarantee given to Teledata Informatics Limited

45.095.Income Tax demands pending in Appeal

36

TELEDATA MARINE SOLUTIONS LTD. SCHEDULE – Q NOTES TO ACCOUNTS

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 :

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 :

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

(Rs. in lakhs)

Sl. Particulars 2008-09

Deferred tax assets:

i. On Account of Difference in Depreciation 117.74

ii. Provision for Gratuity 71.91

iii Preliminary and Demerger Expenses 1.01

iv Disallowances under section 40 (a) of Income Tax Act 0.8

191.46

191.46

Total

Deferred tax Asset

8A. FOB Value of Exports

2008-09 2007-08

49,710.97 57,351.60

49,710.97 57,351.60

B. CIF Value of Imports

2008-09 2007-08

38,548.32 45,622.02

38,548.32 45,622.02

C. Expenditure incurred in Foreign Currency

2008-09 2007-08

a. 1.46 4.84

b. 12,919.98 17,029.81

12,921.44 17,034.65

D. Earnings in Foreign Exchange (on receipt basis)

2008-09 2007-08

25,448.59 25,098.40

25,448.59 25,098.40

Total

(Rs. in lakhs)

(Rs. in lakhs)

Description

Total

Expenditure incurred at overseas Offices

Traveling Expenses

Description

(Rs. in lakhs)

(Rs. in lakhs)

Description

Total

Income from Software Development & Services

FOB Value of Exports (including Overseas Offices)

Description

Total

Content creation for Software and Purchase of Softwares

37

TELEDATA MARINE SOLUTIONS LTD. SCHEDULE – Q NOTES TO ACCOUNTS

9 Calculation of Earnings per share: (Rs. in lakhs)

* - 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.

1

2 3

4

5

6

7

8

Navukun Transport Company Ltd * Wholly Owned Subsidiary of Teledata Informatics (Bangkok)

Co. Ltd w.e.f. 14.11.2007

Teledata Marine Solutions Ltd., Bangladesh

(formerly Summit Surma Petroleum Company

Ltd, Bangladesh)

Wholly Owned Subsidiary w.e.f. 14.11.2006

Teledata Informatics (Bangkok) Co. Ltd * Wholly Owned Subsidiary w.e.f. 01.11.2006

Teledata Marine Solutions Ltd., Malta (formerly

Sirius Marine Services Pte Ltd, Malta) *

Wholly Owned Subsidiary w.e.f. 01.11.2006

ECM Maritime Services LLC * 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.

Teledata SBC Logistics and Solutions Ltd

(formerly SBC Data Systems Ltd., Dublin, Ireland) *

Subsidiary (holding 68.57%) w.e.f 06.08.2007

Al Nahda Forwarding and Clearing Co. (LLC),

Dubai

Subsidiary (holding 60%) w.e.f 15.02.2006

Name of the Related Party Nature of Relationship

Teledata Informatics Limited, Malta *

Subsidiary (holding 95%) w.e.f 17.12.2007

2008-09 2007-08

a. 710.50 1,631.84

b. 147,486,680 147,486,680

c. 0.46 1.11

Basic/Diluted Weighted Average No. of Equity Shares (Nos.) *

Basic/Diluted Earning per share of Rs.2 each (in Rupees) [(a)/(b)]

Particulars

Net Profit available for equity share holders (Rs. in lakhs)

Sl

1

2

3

4

5

6

7

8

Complete Agro Biotech Solutions Pvt Ltd *

Teledata Technology Solutions Ltd *

I Max Networks LLC

Teledata Informatics Ltd *

Teledata Education and Research Foundation Ltd

Rose Securities Pvt Ltd *

Nature of Relationship Name of the Related Party

Common Key Management Personnel

Silver Harvest Investment and Trading Pvt Ltd *

Teledata Education Management Systems Ltd

38

Sl.

1

2

3

4

Director

M.S.Nagarajan Director

Key Management Personnel (KMP) with Nature of Relationship

Chairman and Managing Director

N Sakthivel Director

Name of the Related Party Nature of Relationship

K Padmanabhan

Gp. Capt. K Balasubramanian, IAF (Retd)

SCHEDULE - Q

NOTES TO ACCOUNTS

36,336.30 15,289.72

b.

- 873.72 - 967.44

Investments Acquired on Demerger

Alnahda Forwarding and Clearing Co. L.L.C

Teledata Marine Systems Pte, Ltd, Singapore

Subsidiaries

Teledata Marine Solutions Ltd., Bangladesh

6,685.51 2,035.55

(9,013.36) 727.10

351.24

f.

4.25

Teledata Marine Solutions Ltd., Malta

Key Management Personnel :

N.Sakthivel

Remuneration Paid / Payable

Details of the transactions are as follows: (does not include reimbursement of expenses)

(Rs. in lakhs) (Rs. in lakhs)

2008-09 2007-08

a.

Particulars

Sales (net of provision for sales return):

D.

16,425.17 4,731.86

6,131.56 6,643.50

30,251.75 9,269.89

- 4.69

- 279.50

e.

10,631.49 4,267.39

13,976.49 13,351.25

200.15

0.07 -

20,010.14 15,962.14

Teledata Informatics Limited Malta

Subsidiaries

Teledata Marine Solutions Ltd., Malta

Associate Companies

Teledata Informatics Limited Malta

Subsidiaries

Loans and Advances recovered during the year :

Associate Companies

Teledata Informatics Ltd

Transworld Solutions India Pvt Ltd.

Complete Agro Biotech Solutions Pvt Ltd

Teledata Marine Systems Pte, Ltd, Singapore (net)

Closing Balance of Advances (Dr Balances) :

Teledata Informatics Ltd

Complete Agro Biotech Solutions Pvt Ltd

Transworld Solutions India Pvt Ltd.

c.

12,495.66 2,093.59

0.07 -

30,876.98 13,324.53

151.09 -

Teledata Informatics Limited Malta

Complete Agro Biotech Solutions Pvt Ltd

Transworld Solutions India Pvt Ltd.

Associate Companies

Teledata Informatics Ltd

Loans and Advances granted / transferred on Demerger :

Subsidiaries

13,775.67 - Rose Securities Pvt Ltd

7.81 M.S.Nagarajan (For Part of the Year) 13.86

Teledata Marine Solutions Ltd., Malta

39

TELEDATA MARINE SOLUTIONS LTD. 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.

b. In respect of the investments in Teledata SBC Logistics and Solutions Ltd (formerly SBC Data Ireland) of

100 equity shares amounting to Rs.76.31 Lakhs, ECM Maritime 99.89% holding of Rs 36,06.16 Lakhs (held

in escrow account) and Al Nahda Forwarding and Clearing Company LLC of Rs.967.44 Lakhs the Company

is not in the possession of share certificates.

c. The Company is still in the process of transferring in its name the investments acquired from TDIL during the

demerger. Those investments are held in the name of TDIL pending the transfer.

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 Software Development Operation & Maintenance Consolidatedand Sales of Ships

REVENUE External Sales 49,719.77 33.59 49,753.36

57,384.14 211.75 57,595.89 Inter segment Sales - - - TOTAL 49,719.77 33.59 49,753.36

57,384.14 211.75 57,595.89

RESULT Segment Result 5,615.23 685.62 6,300.85

3,037.30 51.52 3,088.82

40

(Amount in Lakhs)

Particulars Software Development Operation & Maintenance Consolidated And Sales of Ships

Unallocable Items: Interest and Finance Charges 1,202.77 96.13 1,298.90

1,515.63 103.34 1,618.96 Interest Income (457.00) (0.39) (457.39)

(1,309.02) (2.70) (1,311.72) Other Income (296.16) - (296.16) Profit on Sale of Investments - - -

(2.54) - (2.54) Depreciation 23.02 0.12 23.14

2934.77 36.15 2,970.92 Income Taxes and FBT 33.36 - 33.36

261.77 (45.48) 216.29 Net Profit after Tax 5,109.24 589.76 5,699.00

5,109.24 589.76 5,699.00 1,671.61 (39.78) 1,631.83

OTHER INFORMATION Segment Assets 46,240.98 30,792.32 77,033.30 Net Fixed Assets 330.56 360.78 691.44 Other Assets 67,399.60 3,376.48 70,776.08

- - - 67,730.16 3,737.36 71,462.52

Segment Liabilities 97,715.60 5,390.06 103,105.66 67,750.76 3,737.18 71,487.94

Capital Expenditure - - - - - -

Depreciation 2,934.65 36.27 2,970.92 Provisions / Write-offs - - -

2,934.77 36.15 2,970.92 Non Cash Expenses - Preliminary Expenses - - -

Previous years figures are given in italics.

Particulars 2008 - 09 2007 - 08

a. Software Sales 49,711.00 18,949.30 b. Operation and Maintenance of Ships 33.59 1,100.80

Total 49,745.00 20,050.10

ii. Secondary Segment Information (By Geographical Segment)(Amount in lakhs)

Particulars 2008 - 09 2007 - 08

a. Domestic Sales 8.80 60.16 b. Export Sales 49,744.56 57,535.73

Total 49,753.36 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 Amount in Lakhs

Balance as at 01.04.2008 (20.43)

Increase in FCTR because of translation of balances of US Office (19.76)

Increase in FCTR because of translation of balances of Dubai Office (170.48)

Balance as at 31.03.2009 (210.67)

SCHEDULE – Q

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.

Chartered Accountants K.Padmanabhan N.Sakthivel Managing Director Director

Partner M.SridharMembership Number: Company Secretary

Place : Place: ChennaiDate : Date :

As per our Report of even date For and on behalf of the Board

For LODHA & COMPANY

G. SUBRAMANIA SARMA

M. No 21756

Chennai03/09/2009 03/09/2009

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 stCompany”) and its subsidiaries (collectively known as “the Group”) as at March 31 ,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 stbasis of unaudited financial statements which reflect total assets (net) of Rs.44,09.15 Lakhs as at March 31 ,

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:-

sti. In the case of the consolidated Balance sheet, of the consolidated state of affairs of the group as at march 31 , 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 & COMPANYChartered Accountants

--sd--

G. SUBRAMANIA SARMAPartner, [ M. No 21756]

rdChennai, 3 September 2009

43

TELEDATA MRINE SOLUTIONS CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2009 ( Rs.In lakhs)

Particulars Schedule As at 31st March, 2009 As at 31st March, 2008

SOURCES OF FUNDS

Share Holders' Funds

LTD.

Share Capital A 2,949.73 2,949.73

Reserves and Surplus B 42,606.83 45,556.56 27,877.95 30,827.68

Minority Interest 310.16 363.86

Loan Funds

Secured Loans C 10,610.41 11,000.11

Unsecured Loans D 153.84 10,764.25 6,965.08 17,965.19

TOTAL 56,630.97 49,156.73

APPLICATION OF FUNDS

Goodwill / (Capital Reserve)

on Consolidation (net) (3,816.96) (4,389.20)

Fixed Assets E

Gross Block 8,683.38 22,000.24

Less: Depreciation 5,796.69 7,060.77

Net Block 2,886.69 14,939.47

Investments F 34.83 92.06

Current Assets,

Loans and Advances

Current Assets G

Inventories 141.67 132.62

Sundry Debtors 60,766.19 35,499.60

Cash and Bank Balances 3,421.82 11,534.32

Other Current Assets 116.59 13.25

64,446.27 47,179.79

Loans and Advances H 65,950.51 19,669.79

130,396.78 66,849.58

Less: Current Liabilities and

Provisions

Current Liabilities I 73,416.21 29,318.63

Provisions J 81.70 122.66

73,497.91 29,441.29

Net Current Assets 56,898.87 37,408.29

Other Non Current Assets 6.79

Miscellaneous Expenditure 620.75 1,106.11

(to the extent not written off)

TOTAL 56,630.97 49,156.73

Significant Accounting Policies P

Notes on Accounts 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

Chartered Accountants K.Padmanabhan

Managing Director Director

G. Subramania Sarma M.Sridhar

Partner Company Secretary

Membership Number: 21756

Place: Chennai Place: Chennai

Date: 03/09/09 Date:03/09/09

N Sakthivel

44

TELEDATA MRINE SOLUTIONS CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31 MARCH, 2009

(Rs. In lakhs)

Particulars Schedule As at 31st March, 2009 As at 31st March, 2008

INCOME

LTD.

Turnover K 57,158.69 73,812.83

Other Income L 12,637.52 1,991.49

Total 69,796.21 75,804.32

EXPENDITURE

Purchases and Outsourcing

Expenses (net of returns) 40,471.23 49,441.85

Forwarding & Clearing Expenses 1,729.82 382.55

LPG Manufacturing Expenses 47.94 146.32

Administrative Expenses M 12,236.48 8,304.51

Selling and Distribution Expenses N 2,756.62 3,258.09

Interest and Finance Charges O 1,322.87 1,942.90

Loss on Sale of Investment - 8,327.53

Goodwill Written Off - -

Miscellaneous Expenditure

Written Off - -

Total 58,564.96 71,803.75

Profit Before Tax and Depreciation 11,231.25 4,000.57

Depreciation E 474.09 4,143.55

Profit Before Tax 10,757.16 (142.98)

Provision for Taxes

- Current Tax 28.89 250.16

- Deferred Tax - -

- Fringe Benefit Tax 4.46 33.35 7.78 257.94

Profit after Tax before prior 10,723.81 (400.92)

perior adjustments

Add: Prior period adjustments - 0.47

Net Profit for the year before 10,723.81 (400.45)

Minority Interest

Less: Minority Interest (53.70) (12.99)

Net Profit for the year 10,777.51 (387.46)

Balance Brought forward from 6,233.21 6,665.17

Previous year

Add: Balance Brought Forward from 17,010.72 6,277.71

the Previous Year New Subsidiaries

Less: Pre Acquisition Profit & - -

Minority Interest.

Less: Share of Profit of Sirius Malta - -

Less: Profit of transferred subsidary- - -

Picnic Marine.

Surplus before Demerger Effect 17,010.72 6,277.71

45

Surplus before Demerger Effect 17,010.72 6,277.71

Less: Effect on cessation of Subsidiary - (44.50)

Surplus available for Appropriation 17,010.72 6,233.21

Appropriations - -

General Reserve - -

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

- -

Balance Carried to Balance Sheet 17,010.72 6,233.21

Basic / Diluted Earnings Per Share of 7.31 (0.26)

Rs.2 each (in Rupees)

[Refer Note No.9 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.

This is the Profit and Loss Account referred to in our report of even date.

For Lodha & Company

Chartered Accountants K.Padmanabhan N.Sakthivel

Managing Director Director

G. Subramania Sarma M.Sridhar

Partner Company Secretary

Membership Number: 21756

Place : Place: ChennaiDate : Date :

Chennai03/09/2009 03/09/2009

46

TELEDATA MARINE SOLUTIONS CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 31ST MARCH, 2009

Particulars 2008-09 2007-08A Cash Flow From Operating Activities

Net Profit Before Tax 10,757.17 (142.99)Adjustments For:Depreciation 474.09 4,143.55Foreign Exchange (Gain) / Loss 4,035.18 737.96Miscellaneous Expenditure Written Off - -Bad Debts Written Off - -Loss on Sale of Investment - 8,327.53Loss on Sale of Assets 0.30Goodwill Written Off -Interest Paid 1,186.46 1,663.43Interest Received (457.39) (1,318.30)Share of profit transferred - -Profit on settlement of loan - (351.31)Write off of loan received from directors - (12.59)Prior period item 0.02 0.47Operating Profit Before Working Capital Changes 15,995.83 13,047.76Adjustments For:Decrease / (Increase) in Trade And Other Receivables (69,334.80) (34,387.53)Decrease / (Increase) in Inventories (9.09) (109.67)Preacquisition Profits of ultimate Subsidiaires 485.37 (1,145.66)Increase / (Decrease) in Foreign Currency Translation Reserve 1,019.11 2,779.03Increase / (Decrease) in Trade Payables 27,183.21 27,360.09Cash Generated from Operations (24,660.37) 7,544.02Direct Taxes and Fringe Benefit Tax Paid (113.29) (327.93)Net Cash From Operating Activities (24,773.66) 7,216.09

B Cash Flow From Investing ActivitiesPurchase of Fixed Assets 586.95 (2,456.82)Sale of Fixed Assets 13,923.71 -Increase in Goodwill in Subsidiaires (572.24) (163.41)Proceeds from disposal of investment. - (1,756.77)Purchase of Investments 57.21 (1,841.16)Interest Received 730.14 1,204.31Net Cash Used in Investing Activities 14,725.77 (5,013.85)

C Cash Flow From Financial ActivitiesProceeds from Issue of Share Capital - 3,292.82Securities Premium - -Increase/ (Decrease) in Borrowings 3,121.85 (8,419.07)Consideration received on account of Demerger - -Purchase consideration - -GDR Issue Expenses - -Proceeds from Short Term Borrowings - -Interest Paid (1,186.46) (1,663.43)Dividend Paid - -Net Cash From Financial Activities 1,935.39 (6,789.68)

D Net Decrease in Cash and Cash Equivalents (A)+(B)+(C) (8,112.50) (4,587.45)Cash and Cash Equivalents at Beginning of the Year 11,534.32 16,253.62Effect on Cash and Cash Equivalents transferred as per the Scheme - -Cash and cash equivalents transferred on cessation of subsidary. - (131.86)Cash and Cash Equivalents at End of the Year 3,421.82 11,534.32

1 Cash and Cash Equivalents at the end of the year includes Fixed deposit with Banks are under lien to Banks2 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 BoardFor Lodha & Company

Chartered Accountants K.Padmanabhan N. Sakthivel

Managing Director Director

G. Subramania Sarma M.Sridhar

Partner Company Secretary

Membership Number: 21756Place: Chennai Place: Chennai

Date: 03/09/09 Date: 03/09/09

LTD.(Rs. In lakhs)

47

TELEDATA MARINE SOLUTIONS

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET

(Rs. In lakhs)

Particulars As at 31st March, 2009 As at 31st March 2008

SCHEDULE - A

SHARE CAPITAL

AUTHORISED

15,50,00,000 shares of Rs. 2/- each 3,100.00 3,100.00

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 1,816.69 100.00

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 1,133.04 2,849.73

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 2,949.73 2,949.73

SCHEDULE - B

RESERVES AND SURPLUS

Statutory Rserve 31.57 31.57

Less : Pre acquisition reserve. - 31.57 - 31.57

Securities Premium Account

Opening Balance 3,222.62

Add : Transfer on account of Demerger - -

Additions as per the Scheme relating to

demerged marine division of

Teledata Informatics Ltd. - 3,222.62

3,222.62 3,222.62

General Reserve

Opening Balance 18,171.77 18,171.77

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 - -

18,171.77 18,171.77

18,171.77 18,171.77

Add: Transfer from P & L account during the year -

Foreign Currency Translation Reserve 4,170.15 - 218.79

Profit and Loss account 17,010.72 6,233.20

TOTAL 42,606.83 27,877.95

LTD.

48

TELEDATA MARINE SOLUTIONS

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET

(Rs. In lakhs)

Particulars As at 31st March, 2009 As at 31st March 2008

SCHEDULE - C

SECURED LOANS

From Banks [Refer Note No. 7 of Schedule Q]

- Export Packing Credit # 3,044.73 3,003.17

- Term Loan 7,143.52 7,690.74

- Overdraft 30.28 -

From Financial Institutions 391.88 306.20

TOTAL 10,610.41 11,000.11

# - [Refer Note No.5 of Schedule Q]

SCHEDULE - D

UNSECURED LOANS

Loan from Directors of Subsidiaries 159.41 16.41

Other Short Term Loans 1,789.86 2,036.52

From Others (1,795.43) 4,912.15

TOTAL 153.84 6,965.08

LTD.

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TELEDATA MARINE SOLUTIONS

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET

(Rs. In lakhs)

Particulars As at 31st March, 2009 As at 31st March 2008

SCHEDULE - F

INVESTMENTS

Long Term Unquoted (At Cost) Nos. Nos.

Teledata Marine Systems Pte Ltd. (Singapore)

[Equity Shares of 1 SGD each] 740,002 740,002

[Refer Note no. 13 of Schedule Q] 34.83 92.06

TOTAL 34.83 92.06

SCHEDULE - G

CURRENT ASSETS

I. INVENTORIES 141.67 132.62

II. SUNDRY DEBTORS

(Unsecured and Considered Good)

Debts outstanding for period exceeding

six months * 35,538.28 11,963.75

Other Debts 25,227.93 23,535.85

60,766.21 35,499.60

III. CASH AND BANK BALANCES

Cash on Hand 18.76 28.05

Balance with Scheduled Banks

i) Current Account 399.83 862.53

ii) Deposits Account [Refer Note No.5(ii)

and 8 of Schedule Q] 2,996.71 10,607.54

Balance with Unscheduled Banks

i) Current Account 6.52 36.20

ii) Deposits Account 3,421.82 - 11,534.32

IV. OTHER CURRENT ASSETS

Income Accrued but not Billed 116.59 13.25

TOTAL 64,446.27 47,179.79

SCHEDULE - H

LOANS AND ADVANCES

(Unsecured and Considered Good)

Interest Accrued but not Due 15,061.28 369.52

Advances recoverable in cash or in kind or

for value to be received ** 35,239.08 5,892.23

Dues from Director and Body Corporates 15,620.60 13,374.11

Short term loans from releated parties. 0.00 -

Advance Income tax and Tax Deducted at

Source (net of provision) 18.34 0.01

Advance Fringe Benefit Tax (net) 0.00 0.35

Deposits with

- Government Departments 0.25 0.20

- Others [Refer Note No.5(ii) of Schedule Q] 10.96 11.21 33.37

33.57

TOTAL 65,950.51 19,669.79

LTD.

51

TELEDATA MARINE SOLUTIONS

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET

(Rs. In lakhs)

Particulars As at 31st March, 2009 As at 31st March 2008

SCHEDULE - I

CURRENT LIABILITIES

Sundry Creditors

Creditors for Expenses 477.82 715.45

Others 59,363.28 25,989.90

59,841.10 26,705.35

Deferred Income 1,438.96 1,043.94

Short term loan. 10,631.49

Credit Balance in Current Accounts * 176.41 1,502.26

Other Current Liabilities 1,328.25 67.08

TOTAL 73,416.21 29,318.63

SCHEDULE - J

PROVISIONS

- for Income tax (net) 9.75 71.66

Bad and Doubt full - -

- for Fringe Benefit Tax (net) 0.05

- for Gratuity 71.90 51.00

TOTAL 81.70 122.66

SCHEDULE - K

TURNOVER

Software Sales & Services

- Exports 49,710.97 57,351.60

- Domestic 8.80 43.55

Services 2,737.11 2,163.06

Income from Manning and Maintenance - 16.61

Income from Forwarding and Clearing Charges 2,149.12 504.53

Income from LPG Manufacturing 21.85 136.50

Income from Shipping Operation 2,530.84 13,596.98

TOTAL 57,158.69 73,812.83

SCHEDULE - L

OTHER INCOME

Interest Income 474.45 1,319.34

Foreign Exchange Flactuation 9.61 -

Write off of loans received from directors. - 12.59

Income from share transfer. 27.62 204.23

Profit on sale of Ship 11,550.77 -

Profit on settlement of loan 351.31

Miscellaneous Income 575.07 104.02

TOTAL 12,637.52 1,991.49

LTD.

52

TELEDATA MARINE SOLUTIONS

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET

(Rs. In lakhs)

Particulars As at 31st March, 2009 As at 31st March 2008

SCHEDULE - M

ADMINISTRATIVE EXPENSES

Personnel Cost 2,676.75 2,485.30

Provident fund, ESI & Gratuity 42.17 24.67

Staff Welfare 91.54 2,810.47 80.95 2,590.92

Rent 262.24 121.84

Rates and Taxes 41.21 13.70

Insurance 20.95 203.45

Electricity Charges 63.46 33.98

Professional and Consultancy Charges 923.04 1,116.07

Auditors Remuneration 24.77 34.79

Repairs and Maintenance:

- Buildings 52.73 51.20

- Others 302.84 355.57 108.52 159.72

Travelling and Conveyance 482.00 626.99

Printing and Stationery 31.51 25.14

Directors' Remuneration 84.24 83.08

Communication Expenses 170.68 125.04

Bad Debts written off 11.46 9.99

Service Charges 64.14 166.27

Spares - -

Foreign Exchange Fluctuation Loss 4,035.18 737.96

Miscellaneous Expenses 303.99 186.82

Provision for Doubtful Debt 81.73

Ship Operation Expenses

Cash To Master 26.67 33.98

Brokerage 21.98 58.71

Port Expenses - 23.38

Bunkers (230.11) 548.44

Agency Charges - 3.31

Despatch Charges 0.03 35.71

Proforma Disbursement Account - 97.00

Drydock Expenses 2,112.30 124.14

Crew Charges Expenses - 16.84

Inmarsat Charges 0.11 4.75

Legal Expenses 4.78

Recurring Expenses - 0.51

Commissions 33.84 412.14

Survey Charges 50.70 0.70

Transportation charges 5.47 15.77

Victualing 19.08 38.95

Consumable Stores 31.95 2,076.80 464.08 1,878.41

Equipment Hire Charges 389.09 188

Rounded off (0.01)

Entertainment Expenses 3 2

Office Expenses 0

Books and Periodicals 0

Canteen Expenses 0

Loss on Sale of Assets 0

TOTAL 12,236.48 8,304.51

LTD.

53

TELEDATA MARINE SOLUTIONS

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET

(Rs. In lakhs)

Particulars As at 31st March, 2009 As at 31st March 2008

SCHEDULE - N

SELLING AND DISTRIBUTION EXPENSES

Advertisement 120.73 58.54

Marketing Expenses - 4.47

Business Promotion Expenses 286.69 783.88

Commission 2.03 0.45

Discount Allowed 2,347.17 2,410.75

TOTAL 2,756.62 3,258.09

SCHEDULE - O

INTEREST AND FINANCE CHARGES

Interest

- Banks 1,168.42 1,670.59

- Others 5.44 6.66

1,173.86 1,677.25

Bank Charges 149.01 265.65

TOTAL 1,322.87 1,942.90

LTD.

54

TELEDATA MARINE SOLUTIONS

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.

LTD.

55

TELEDATA MARINE SOLUTIONS

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/Improvem- Machinery

Fixtures ments Hardware ents

Teledata Informatics SLM 20.00% NA NA NA 10.00% NA NA

(Bangkok) Co. Ltd.

Navakun Transport Co.Ltd SLM NA 20.00% NA NA 5% to NA NA

20%

ECM Maritime Services LLC SLM 20.00% 20.00% 20.00% 4 Years NA NA NA

(Lease

Term) NA NA NA

Teledata SBC logistics & SLM NA NA 12.50% NA NA NA NA

solutions Ltd (formerly

SBC Data Systems Ltd.,

Dublin, Ireland)

Teledata Marine Solutions SLM NA 6.33% 16.40% NA 5.00% NA NA

Ltd.,Malta,(formerly

Sirius Marine Services Pte

Ltd, Malta)

Teledata Informatics SLM NA 6.33% 16.40% NA 5.00% NA NA

Limited, Malta

Teledata Marine Solutions SLM 10.00% 15.00% 20.00% 3.7% Years NA 3.33% 20.00%

Ltd., Bangladesh (27 years

(formerly Summit Lease

Surma Petrolium Company Term)

Ltd, Bangladesh)

SLM means Straight Line Method, NA - means Not Applicable

LTD.

56

TELEDATA MARINE SOLUTIONS

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.

LTD.

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

TELEDATA MARINE SOLUTIONS

SCHEDULE - Q

NOTES TO ACCOUNTS TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 Basis of Consolidation

a.

reporting date as of the Parent Company.

b 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

c 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.

d 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.

e 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.

f 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.

g 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.

h 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.

i Other Income includes profit on sales of ship amounting to Rs.11,550.77 lakhs

LTD.

The financial statements of the subsidiary companies used in the consolidation are drawn up to the same

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 Ireland 60.00% 60.00%

(formerly SBC Data Systems Ltd.,

Dublin, Ireland) *

2 Teledata Informatics (Bangkok) Co. Ltd * Thailand 100.00% 100.00%

3 ECM Maritime Services LLC (w.e.f 09.11.06)* USA 99.89% 99.89%

4 Navakun Transport Co Ltd.Thailand.w.e.f.6.11.2007) Thailand 100.00% 100.00%

(Subsidiary of Teledata Infomatics(Bangkok)Co.Ltd

5 Teledata Informatics Ltd Malta (w.e.f 14.11.06)* Malta 100.00% 100.00%

6 Teledata Marine Solutions Ltd Malta* Malta 100.00% 100.00%

(formerly Sirius Marine Services Pte.Ltd)

7 Al Nahda Clearing and Forwarding Company.LLC U.A.E 95.00% 95.00%

8 Summit Surma Petroleum Company Ltd Bangaladesh 68.57% 68.57%

(W.e.f 06.8.07) (formerly Summit Surma

Petroleum Company Ltd.Bangladesh)

*(Subsidiaries acquired as per the scheme w.e.f 01st November 2006.)

60

3 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 Net Assets Revenue Profit / (Loss)

Financials

1 Teledata Informatics Ltd, Malta Audited 10,841.37 8,239.18 5,903.64

2 Teledata Marine Solutions Ltd,Malta Audited 15,371.04 4,070.42 3,702.49

3 ECM Maritime Services LLC Audited 2,804.13 2,518.76 749.19

TOTAL 29,016.54 14,828.36 10355.32

4 Summit Surma Petroleum Company Ltd Management 1,093.67 21.85 (89.82)

Certified

5 SBC Logistics and Solutions Ltd, Ireland Management 150.31 218.36 (86.49)

Certified

6 Teledata Informatics (Bangkok) Co. Ltd Management 793.81 0.17 (82.42)

Certified

7 Navakun Transport Co Ltd, Thailand Management 1613.50 2101.75 (219.61)

Subsidiary of Teledata Informatics Certified

(Bangkok) Co. Ltd]

8 Al Nahda Clearing and Forwarding Management 757.87 2149.12 166.02

Company LLC. Certified

Total 4409.16 4491.26 (312.32)

4 Share Suspense Account:

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.

ii 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).

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. Particulars 2008-09 2007-08

i Corporate guarantee given to Teledata Informatics Limited 31000.00 63800.00

ii Bank guarantee given to HSBC Chennai against advance - 3597.30received from debtors

iii Letter of Credit and Bank guarantee given to - 5966.48State Bank of India, Chennai against advance received from debtors

iv Bank guarantee given to UCO Bank, Chennai against - 8204.00advance received from debtors

v Income Tax demands pending in Appeal 45.09

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:

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: (excluding reimbursement of

expenses)

(As certified by the management)

I

* Associates w.e.f. 01st November, 2006 as per the Scheme.

2008-09 2007-08

a. 10,778 (387)

b. 147,486,680 147,486,680

c. 7.30 (0.26)

Basic / Diluted Earning per share of Rs.2 each (in Rupees) [(a)/(b)]

Net Profit available for equity share holders (Rs. in lakhs)

Basic / Diluted Weighted Average No. of Equity Shares (Nos.)*

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

(Rs. in lakhs)

Sl

1

2

3

4

5

6

7

8

9

10

Complete Agro Biotech Solutions Pvt Ltd *

Teledata Technology Solutions Ltd *

Transworld Solutions India Pvt Ltd. *

Teledata Informatics Ltd *

Kryptos Networks LLC

Teledata Education and Research Foundation Ltd

Kryptos Networks Pvt Limited *

Nature of Relationship Name of the Related Party

Common Key Management Personnel

Silver Harvest Investment and Trading Pvt Ltd *

Teledata Education Management Systems Ltd

Esys Technology Pte Ltd

11

1213 Rose Securities Pvt Ltd *

I Max Networks LLC

Esys Latin America Inc

14 Teledata Marine Systems Pte. Ltd

(Rs. in lakhs)

62

Key Management Personnel with Nature of Relationship

Sl Name of the Related Party Nature of Relationship

1 K Padmanabhan Managing Director 2 N Sakthivel Director 3 Sanan Summanee Director 4 Apisit Rujiketkamjorn Director 5 M.S. Nagarajan 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)

2008-09 2007-08

b

-

-

0.07

27,907.42 13,324.53

151.62

c

d

30,876.83 9,269.89

- 4.69

0.53 279.50

e

- -

3077.11 13,351.25

351.62 200.15

-

20010.14 15,962.14

f

-

g

- 4.25

7.81 13.86

76.43 64.97 -

* For part of the year

Transworld Solutions India Pvt Ltd.

Associate Companies

Loans and Advances granted during the year

N.Sakthivel

Complete Agro Biotech Solutions Pvt Ltd

Transworld Solutions India Pvt Ltd.

Closing Balance of Advances (Dr Balances) :

Teledata Informatics Ltd

Associate Companies

Complete Agro Biotech Solutions Pvt Ltd

Key Management Personnel in Subsidiary

Navakun Transport Company Ltd

Loans and Advances recovered during the year :

Teledata Informatics Ltd

Associate Companies

Transworld Solutions India Pvt Ltd.

Complete Agro Biotech Solutions Pvt Ltd

Loans and Advances taken during the year :

Other KMP's relating to subsidaries

Teledata Marine Systems Pte, Ltd, Singapore

Teledata Informatics Ltd

Closing Balance of Advances (Cr Balances) :

Key Management Personnel in Subsidiary

Remuneration Paid / Payable

(Rs. in lakhs)

M.S.Nagaraj *

Key Management Personnel :

63

a Sales (net of provision for sales return)

Teledata Marine Systems Pte, Ltd, Singapore 36336.30 15289.72

442.80

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.

b. 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.

c. 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.

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

Consultancy Services.

Particulars Software Operation and Consultancy Forwarding & LPG Total

Development Maintenance of Services Clearing Bottling

Sales Ships

Revenue

Turnover 49,753.36 2,527.56 2,737.11 2,149.12 21.85 57,189.00

P. Y.(2007-08) 57,595.89 13,596.98 2,163.06 504.53 136.50 73,996.96

Less:

Intersegment 30.31 - - - - 30.31

P. Y.(2007-08) 184.13 - - - - 184.13

Other Income 753.55 326.75 - - 0.01 1,080.30

P. Y.(2007-08) 1,314.25 675.24 0.05 - 1.94 1,991.47

Total Revenue 50,475.86 2,854.31 2,737.11 2,149.12 21.85 58,238.26

P. Y.(2007-08) 58,726.01 14,272.22 2,163.11 504.53 138.43 75,804.30

Segment Result 2,036.19 9,705.92 679.87 187.90 (56.49) 12,741.29

P. Y.(2007-08) 6,438.00 (947.00) 411.27 70.81 (29.61) 70.87

Unallocable

Items

Interest 1,298.90 17.93 0.19 5.79 0.06 1,322.86

P. Y.(2007-08) 1,618.96 308.58 3.58 1.28 10.49 1,942.90

Depreciation 23.14 384.61 16.97 16.10 33.27 474.09

P. Y.(2007-08) 2,970.92 1,129.35 20.02 2.63 20.64 4,143.55

Tax 33.36 - - - - 33.36

P. Y.(2007-08) 216.29 22.09 19.56 - - 257.94

Minority Interest - - (33.77) 8.3 (28.23) (53.70)

P. Y.(2007-08) - 0.95 1.80 3.34 (19.09) (12.99)

Prior Period Items 47134.00

P. Y.(2007-08) -

Net Profit After 680.80 9304.11 696.47 157.72 (61.59) 10965.41

Tax & Minority

Interest

P. Y. (2007-08) 48765.83 (2,407.97) 366.30 63.55 (41.65) 46746.06

(Rs. In Lakhs)

Particulars Software Operation and Consultancy Forwarding & LPG Total

Development Maintenance of Services Clearing Bottling

Sales Ships

Other Information

Segment Assets 92,821.07 28,619.71 2,954.44 757.87 1,093.67 126,246.77

P. Y.(2007-08) 55,861.93 18,746.33 1,579.15 398.62 905.52 77,491.55

Segment Liabilities 71,760.37 6,662.79 1,698.65 248.01 646.31 81,016.13

P. Y.(2007-08) 39,160.44 6,408.46 1,148.77 143.58 473.56 47,334.82

Capital Expenditure - 513.02 3.79 - 0.03 516.84

P. Y.(2007-08) 7.34 1,035.46 15.15 17.77 8.86 1,084.58

Write offs & Non-Cash - - - - - -

expenses

P. Y. (2007-08) - - - - - -

(Rs. In Lakhs)

65

SCHEDULE - Q

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 and on behalf of the Board

For LODHA & COMPANY

--sd–G. SUBRAMANIA SARMA

M. No 21756

Chennai03/09/2009 03/09/2009 .

ii. Secondary Segment Information (By Geographical Segment) (Rs. in lakhs)

Particulars India Thailand Malta USA Rest of World Total

Segment Revenues 50,475.86 2,101.92 12,309.61 2,518.76 2,389.33 69,795.48

P. Y. (2007-08) 41,665.43 4,870.49 9,401.74 9,637.33 10,229.33 75,804.30

Segment Results 711.57 (302.03) 9,605.41 870.56 (108.73) 10,777.51

P. Y. (2007-08) 1,662.60 (8,036.84) 5,628.86 486.87 (128.96) (387.47)

Particulars Rs.

Balance as at 01.04.2008 218.79

Movement of FCTR of USA Branch (19.76)

Movement of FCTR of Dubai Branch (170.48)

Movement of FCTR of subsidiaries 4,141.61

Closing Balance of FCTR as on 31.03.2009 4,170.15

Chartered Accountants K.Padmanabhan N.Sakthivel Managing Director Director

Partner M.SridharMembership Number: Company Secretary

Place : Place: ChennaiDate : Date :

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.

ndCurrently the 2 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

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68

Teledata Marine Solutions Ltd.stRegd. Office: Teledata Tower 1 Floor 37/1 Velachery Tambaram Main Road Velachery Chennai 600042

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 _____________________________________________________________________________rd thpresence at the 3 Annual General Meeting of the Company, convened on Tuesday, the 29 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

stRegd. Office: Teledata Tower 1 Floor 37/1 Velachery Tambaram Main Road Velachery Chennai 600042

Teledata Technology Solutions Ltd

hereby appoint

thTuesday, the 29 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 Shareholder/Proxy

stTeledata Tower 1 Floor 37/1 Velachery Tambaram Main Road Velachery Chennai 600042

__________________________________________________________________________________

FORM OF PROXY

I/We _____________________________________________________of ______________ _________________________

being a member/members of

________________________________________________________________________________________

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

and/or at any

adjournment(s) thereof.

Dated this _________day of __________, 2009

Name:________________________________________________________________________

Address: _____________________________________________________________

Notes: 1. The Proxy Form must be deposited at the Registered Office of the Company at 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