Annual Report 2009 - 2010

RELIANCE INFOSOLUTIONS PRIVATE LIMITED

Reliance Infosolutions Private Limited

Directors Report
Dear Members, Your Directors are pleased to present the Fifth Annual Report and the Audited Accounts for the year ended March 31, 2010. Operational and Financial Review: The Company continued to see growth in its business areas during the financial year 2009-2010. The customer centric approach of the Company, while addressing the IT requirements of its clients has sought higher customers satisfaction and gave long term association with the Clients. Financial Results: The financial performance of the Company for the financial year ended March 31, 2010 is summarized below: (in Rs.) Particulars Profit before Interest and Depreciation Less: Interest Depreciation Profit before taxation Less: Provision for taxation Current Tax Minimum Alternative Tax Credit Deferred Tax Fringe Benefit Tax Profit after tax Add: Balance in Profit and Loss account Amount available for appropriations Dividend: Your Directors have not recommended any dividend on Equity Shares for the year under review. Authorised Capital: Pursuant to your approval at last Annual General Meeting the Authorised Share Capital of the Company has increased from Rs. 1,00,000/- (Rupees One Lac) divided into 10,000 (Ten Thousand) Equity Shares of Rs.10/ each to Rs. 5,00,000/(6 38 170) 38 48 881 2 81 668 1 12 01 983 1 14 83 651 (3 88 769) (50 45 599) 11 66 095 84 76 923 27 25 060 1 12 01 983 6 38 170 3 88 769 2009-2010 2008-2009 57 04 08 646 56 57 16 692 15 96 40 973 18 61 82 643 40 66 37 124 37 49 36 630 41 30 549 45 97 419 (Rupees Five Lac) divided into 50,000 (Fifty Thousand) Equity Shares of Rs.10/ each. Directors: Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the Articles of Association Shri K. Sethuraman was appointed as an Additional Director on the Board with effect from October 15, 2009. He shall hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a member proposing the candidature of Shri K. Sethuraman for the office of Director, liable to retire by rotation. Shri Ashishkumar Chauhan had resigned from the office of Director of the Company with effect from October 17, 2009. The Board wishes to place on record the valuable contribution made by him during his tenure as Director of the Company. Shri Jyotindra Thacker retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Directors Responsibility Statement: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed;

(ii) the Directors have 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 the year under review; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the accounts for the year ended 31st March, 2010 on a going concern basis. Auditors: M/s. Chaturvedi & Shah, Chartered Accountants (Registration No.- 101720W), Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re appointment.

Reliance Infosolutions Private Limited

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. The Notes on Accounts referred in the Auditors Report are self explanatory and do not call for any further comments. Particulars of Employees: As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 1 to this Report. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under: i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

ii.

Foreign Exchange Earnings and Outgo: Foreign Exchange Earned Foreign Exchange Used - Rs. 7 15 73 145 - Rs. 92 54 543

Acknowledgement: Your Directors would like to express their grateful appreciation for assistance and cooperation received from Customers, Vendors, Employees and Members during the year under review.

For and on behalf of the Board of Directors

L V Merchant (Director)

Jyotindra Thacker (Director)

Place: Mumbai Date: April 16, 2010

Reliance Infosolutions Private Limited

Auditors Report
To the Members of RELIANCE INFOSOLUTIONS PRIVATE LIMITED. We have audited the attached Balance Sheet of RELIANCE INFOSOLUTIONS PRIVATE LIMITED, as at March 31, 2010, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. 1. We conducted our audit in accordance with 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to in paragraph 2 above, we report that: a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; In our opinion, proper books of account, as required by law, have been kept by the Company, so far as appears from our examination of those books; The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; d. In our opinion the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in compliance with the applicable Accounting Standards referred to in section 211(3C) of the Companies Act, 1956; On the basis of written representation received from the Directors as on March 31, 2010 and taken on record by the Board of directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) (ii) (iii) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and In the Case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

e.

f.

2.

3.

For CHATURVEDI & SHAH Registration No.:- 101720W Chartered Accountants

b.

Jignesh Mehta Partner Membership No. 102749 Place: Mumbai Dated: April 16, 2010

c.

Reliance Infosolutions Private Limited

Annexure to Auditors Report

(Referred to in Paragraph 2 of our report of even date)

1)

In respect of its fixed assets: a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information. As explained to us, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were notice on such physical verification. In our opinion, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

Accordingly, clause (v) of paragraph 4 of the Order is not applicable to the company for the current year. 7) According to information and explanation given to us, the Company has not the accepted any deposits from the public. Therefore, the directives issued by the Reserved Bank of India and the provision of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and the Companies ( Acceptance of Deposit ) Rules 1975 are not applicable to the Company. In our opinion, the company has an internal audit system commensurate with the size & nature of its business. The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

b.

8)

c.

9)

10) In respect of statutory dues: 2) In respect of its inventories: a) As the company had no inventories during the year and the company has not carried out any manufacturing and/or trading activity, clause (ii) of paragraph 4 of the order is not applicable to the company. 3) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties as listed in the register maintained under section 301 of the companies Act, 1956. Therefore, the provisions of clause (iii) (B) to (iii) (d) of paragraph 4 of the Order are not applicable to the Company The company has not taken any loans, secured or unsecured, from companies, firms or other parties as listed in the register maintained under section 301 of the companies Act, 1956. Therefore, the provisions of clause (iii) (f) to (iii) (g) of paragraph 4 of the Order are not applicable to the Company. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of Company and the nature of its business for the purchase of fixed assets and also sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls in respect of these areas. According to information and explanation given to us there are no contracts or arrangements referred to Section 301 of the Act during the year that need to be entered in the register maintained under that section of the Companies Act, 1956. b) According to the records of the company, undisputed statutory dues including Provident Fund, investor education and protection fund, employees state insurance, income-tax, Sales Tax, Wealth tax, service tax, customs duty, Excise duty, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable. According to the information and explanations given to us, there is no dues in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and cess, which has not been deposited on account of any dispute.

4)

5)

11) The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year. 12) The company has not raised loans from Financial Institutions or Banks or by issue of debentures and hence clause (xi) of paragraph 4 of the Order requiring comment on repayment of the dues to them is not applicable. 13) In our opinion and according to the expiations given to us and based on the information available, no loans and advances have been granted by the company on the basis

6)

Reliance Infosolutions Private Limited

of security by way of pledge of shares, debentures and other securities. 14) In our opinion, the company is not a chit fund or a Nidhi/ mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company. 15) In our opinion and according to the explanations given to us and based on the information available the company is not dealings in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (xiv) of the Order are not applicable to the Company. 16) According to the information and explanations given to us the company has not given any guarantees for loans taken by others from banks or Financial Institutions. Therefore the provisions of clause (xv) of the Order are not applicable to the Company. 17) According to the information and explanations given to us, and an overall examination of Balance Sheet of the company, we are of the opinion that there are no term loans raised by the company. 18) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are the opinion that there are no funds raised on short-term basis that has been used for long-term investment.

19) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. 20) The Company has not issued any secured debentures during the period covered by our audit. 21) The Company has not raised any monies by way of public issue during the year. Therefore the Provision of Clause (xx) of the order is not applicable to the company. 22) According to the information and explanations furnished by the management, which has been relied upon by us, there were no frauds on or by the company statements to be materially misstated.

For CHATURVEDI & SHAH Registration No.:- 101720W Chartered Accountants

Jignesh Mehta Partner Membership No. 102749 Place: Mumbai Dated: April 16, 2010

Reliance Infosolutions Private Limited

Reliance Infosolutions Private Limited Balance Sheet as at 31st March, 2010

Schedule As at 31st March, 2010 Rs. Rs. As at 31st March, 2009 Rs.

Rs.

SOURCES OF FUNDS Shareholders Funds Share Capital Reserves & Surplus - Surplus in Profit & Loss Account Deferred Tax Liability Total Application of Funds Fixed Assets : Gross Block Less : Depreciation Net Block Capital Work-in-Progress Current Assets, Loans and Advances : Current Assets Sundry Debtors Cash and Bank Balances Loans and Advances Less : Current Liabilities and Provisions : Current Liabilities Provisions Net Current Assets Miscellaneous Expenditure Less: Written off during the year Total

1 00 000 1 14 83 651 1 15 83 651 92 08 005 2 07 91 656

1 00 000 1 12 01 983 1 13 01 983 53 59 124 1 66 61 107

2 51 78 78 760 93 93 70 127 1 57 85 08 633 63 21 303 1 58 48 29 936

2 49 79 69 232 53 41 31 925 1 96 38 37 307 88 01 535 1 97 26 38 842

3 4 5 6

8 51 86 347 1 30 30 485 9 82 16 832 61 07 06 975 70 89 23 807 2 22 56 73 297 4 72 88 790 2 27 29 62 087 (1 56 40 38 280) 1 456 1 456 11 2 07 91 656

25 84 61 636 4 16 58 841 30 01 20 477 42 63 18 584 72 64 39 061 2 59 51 38 490 8 72 79 762 2 68 24 18 252 (1 95 59 79 191) 2 917 1 461 1 456 1 66 61 107

Significant Accounting Policies and Notes on Accounts As per our attached report of even date For Chaturvedi & Shah Chartered Accountants

For and on behalf of Board of Directors

Jignesh Mehta Partner Mumbai Dated : April 16, 2010

Jyotindra Thacker Director

L. V. Merchant Director

Reliance Infosolutions Private Limited

Profit and Loss Account for the year ended 31st March, 2010
Schedule Rs. Income Income from Operations (net) Other Income Expenditure Payments to and provisions for Employees Operating and Other Expenses Interest and Finance Charges Depreciation Profit before Tax Provision for Taxation : Current Tax Minimum Alternative Tax Credit Provision for Deferred Tax Provision for Fringe Benefit Tax Profit after Tax Balance brought forward from last year Balance carried to Balance Sheet Basic and Diluted Earnings per Share of face value of Rs. 10 each (in Rupees) (Refer Note II (3) of Schedule 11) Significant Accounting Policies and Notes on Accounts As per our attached report of even date For Chaturvedi & Shah Chartered Accountants For and on behalf of Board of Directors 11 6 38 170 (6 38 170) 38 48 881 38 48 881 2 81 668 1 12 01 983 1 14 83 651 28.17 3 88 769 (3 88 769) (50 45 599) 11 66 095 (38 79 504) 84 76 923 27 25 060 1 12 01 983 847.69 8 9 10 80 00 43 722 57 42 61 520 15 96 40 973 40 66 37 124 1 94 05 83 339 41 30 549 1 28 35 99 327 57 16 43 307 18 61 82 643 37 49 36 630 2 41 63 61 907 45 97 419 7 1 93 19 60 146 1 27 53 742 1 94 47 13 888 2 42 04 59 372 4 99 954 2 42 09 59 326 2009-2010 Rs. 2008-2009 Rs. Rs.

Jignesh Mehta Partner Mumbai Dated : April 16, 2010

Jyotindra Thacker Director

L. V. Merchant Director

Reliance Infosolutions Private Limited

Cash Flow Statement for the year ended 31st March, 2010
2009-2010 Rs. A. CASH FLOW FROM OPERATING ACTIVITIES : Net Profit before tax as per Profit and Loss Account Adjusted for: Miscellaneous Expenditure written off Depreciation Interest and Finance Charges (Profit) / Loss on Sale of Fixed Assets (net) Interest Income Rs 41 30 549 1 456 40 66 37 124 15 96 40 973 1 27 412 (1 26 97 897) 55 37 09 068 55 78 39 617 24 59 97 874 10 25 56 293 (43 42 717) 55 34 96 900 (1 09 43 215) 54 25 53 685 (2 20 39 191) 30 83 562 1 96 00 000 50 60 379 57 04 750 (15 96 40 973) (41 72 45 818) (57 68 86 791) (2 86 28 356) 4 16 58 841 1 30 30 485 34 85 54 167 91 44 16 597 (5 30 33 779) 86 13 82 819 (56 52 39 274) 16 32 482 1 00 000 (9 91 00 000) (66 26 06 792) (2 22 28 096) (12 15 00 000) (17 49 55 764) 15 37 62 213 (16 49 21 647) 3 38 54 380 78 04 461 4 16 58 841 1 461 37 49 36 630 18 61 82 643 1 44 278 56 12 65 012 56 58 62 431 2008-2009 Rs.

Rs.

45 97 419

Operating (Loss) / Profit before working capital changes Adjusted for: Trade and Other Receivables (1 15 45 463) Trade and Other Payables 72 02 746 Cash Generated from Operations Taxes paid Net Cash from Operating Activities B. CASH FLOW FROM INVESTING ACTIVITIES : Purchase of Fixed Assets Sale of Fixed Assets Sale of Investments Movement in Loans to Body Corporate Interest Income Net Cash Used in Investing Activities C. CASH FLOW FROM FINANCING ACTIVITIES : Interest on loan Loan repaid Interest & Finance Charges Movement in Leased Liability Net Cash from Financing Activities Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) Opening Balance of Cash and Cash Equivalents Closing Balance of Cash and Cash Equivalents As per our attached report of even date For Chaturvedi & Shah Chartered Accountants

For and on behalf of Board of Directors

Jignesh Mehta Partner Mumbai Dated : April 16, 2010

Jyotindra Thacker Director

L. V. Merchant Director

Reliance Infosolutions Private Limited

Schedules forming part of the Balance Sheet as at 31st March, 2010

Schedule 1 : Share Capital As at 31st March, 2010 Rs. Rs. Schedule 1 : Share Capital Authorised : 50 000 Equity Shares of Rs.10/- each (10 000) Issued, Subscribed and Paid up : 10 000 Equity Shares of Rs.10/- each fully paid up (10 000) (All the above shares are held by holding company Reliance Global Management Services Limited along with its nominees) 1 00 000 Schedule 2 : Fixed Assets (Amt. in Rs.)
Description As at 1/Apr/09 Tangible Assets Computers, Servers & Others Vehicles Furniture and Fixtures Electrical Installation Leased Assets : Computer Equipments Intangible Assets Software * Total PreviousYear Capital Work-in-Progress * Other than internally generated 17 27 01 791 4 24 32 769 4 97 773 1 49 54 381 2 26 73 82 518 11 18 497 2 49 79 69 232 2 45 19 423 1 93 31 87 494 56 72 23 298 Gross Block Additions Deduction/ Adjustments As at 31/Mar/10 18 06 49 415 4 87 56 004 4 97 773 1 95 13 907 2 26 73 43 164 Depreciation For the year 2 84 10 218 80 28 397 69 931 24 43 152 36 75 47 530 1 37 896 40 66 37 124 37 49 36 630 Upto 31/Mar/10 6 93 64 164 1 89 29 038 1 81 401 29 75 946 Net Block As at 31/Mar/10 11 12 85 251 2 98 26 966 3 16 372 1 65 37 961 As at 31/Mar/09 13 17 47 845 3 01 42 384 3 86 303 1 44 21 587 1 78 71 39 189

As at 31st March, 2009 Rs. Rs.

5 00 000 5 00 000 1 00 000

1 00 000 1 00 000 1 00 000

1 00 000

79 47 624 1 08 93 776 45 59 526

45 70 541

39 354

84 77 81 682 1 41 95 61 482

11 18 497 46 09 896 2 51 78 78 760 24 41 560 2 49 79 69 232

1 37 896 9 80 601 93 93 70 127 1 57 85 08 633 1 96 38 37 308 53 41 31 925 1 96 38 37 307 1 77 33 27 399 63 21 303 88 01 535

Schedule 3 : Sundry Debtors As at 31st March, 2010 Rs. Rs. (Unsecured and Considered Good) Debts outstanding for a period exceeding six months Others Debts Total 8 51 86 347 8 51 86 347 25 84 61 636 25 84 61 636 As at 31st March, 2009 Rs. Rs.

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Reliance Infosolutions Private Limited

Schedules forming part of the Balance Sheet as at 31st March, 2010

Schedule 4 : Cash and Bank Balances As at 31st March, 2010 Balances with Scheduled Banks : - Current Accounts Total 1 30 30 485 1 30 30 485 4 16 58 841 4 16 58 841 As at 31st March, 2009

Schedule 5 : Loans and Advances As at 31st March, 2010 (Unsecured, Considered Good) Advances recoverable in cash or in kind or for value to be received Advance Income Tax Deposits MAT Credit Entitlement Loan to Body Corporate Total 37 07 00 504 13 39 75 296 40 32 000 22 19 175 9 97 80 000 61 07 06 975 17 82 42 234 12 30 83 345 40 32 000 15 81 005 11 93 80 000 42 63 18 584 As at 31st March, 2009

Schedule 6 : Current Liabilities and Provisions As at 31st March, 2010 Current Liabilities : Sundry Creditors - Micro, Small and Medium Enterprises @ Sundry Creditors - Others Other Current Liabilities Liability for Leased Assets 10 12 81 909 75 92 82 565 1 36 51 08 823 2 22 56 73 297 Provisions : Provision for Income Tax Provision for Superannuation / Gratuity/Leave Encashment 1 47 39 336 3 25 49 454 4 72 88 790 Total @ 2 27 29 62 087 1 41 52 430 7 31 27 332 8 72 79 762 2 68 24 18 252 82 13 867 80 45 69 982 1 78 23 54 641 2 59 51 38 490 As at 31st March, 2009

The Company has not received intimation from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amounts unpaid as at the year end together with interest paid / payable under this Act have not been given.

Reliance Infosolutions Private Limited

11

Schedules forming part of the Profit and Loss Account for the year ended on 31st March, 2010
2009-2010 Rs. Schedule 7 : Other Income Interest Received (Tax deducted at source Rs. 12 35 545 ; Previous Year Rs. Nil) Profit on Sale of Fixed Assets Total 55 845 1 27 53 742 26 244 4 99 954 1 26 97 897 4 73 710 2008-2009 Rs.

Schedule 8 : Payments to and provisions for Employees 2009-2010 Rs. Salaries, wages and allowances Contribution to Provident Fund, Gratuity Fund, Superannuation Fund, Pension Scheme etc. Employees Welfare and other amenities Total 65 29 18 575 7 06 81 596 7 64 43 551 80 00 43 722 2008-2009 Rs. 97 15 59 822 28 01 89 756 3 18 49 749 1 28 35 99 327

Schedule 9 : Operating and Other Expenses 2009-2010 Rs. Conveyance and Travelling Expenses Electricity Expenses Insurance Expenses Telephone & Connectivity Expenses Professional Fees Rent for office premises Infrastructure Support Services Repairs and Maintenance Payment to Auditors Exchange Differences (Net) Preliminary Expenditure written off Loss on Sale of Fixed Assets Donation General Expenses Total 15 48 333 2 06 749 7 34 796 13 29 27 754 24 83 77 174 1 20 000 10 76 00 000 5 48 64 667 1 75 000 34 29 759 1 456 1 83 257 2 40 92 575 57 42 61 520 2008-2009 Rs. 19 22 749 46 76 440 8 17 990 11 70 39 276 18 58 11 325 84 24 000 23 79 39 000 1 18 55 936 1 50 000 (5 06 203) 1 461 1 70 522 4 722 33 36 089 57 16 43 307

Schedule 10 : Interest and Finance Charges 2009-2010 Rs. Interest on Unsecured Loans Lease Finance Charges Others Total 15 95 54 617 86 356 15 96 40 973 2008-2009 Rs. 1 12 26 879 17 49 55 764 18 61 82 643

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Reliance Infosolutions Private Limited

Significant Accounting Policies and Notes on Accounts for the year ended on 31st March, 2010
SCHEDULE 11 SIGNIFICANTACCOUNTING POLICIES
1 Basis of Preparation of Financial Statements: The financial statements are prepared under the historical cost convention in accordance with the generally accepted accounting principles in India and the provisions of the Companies Act, 1956. 2 Use of Estimates: The preparation of the financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reported period. Differences between the actual results and estimates are recognised in the period in which the results are known/ materialised. 3 Own Fixed Assets: Fixed assets are stated at cost net of cenvat /value added tax less accumulated depreciation and impairment loss, if any. All costs, including financing cost till commencement of commercial production, net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the fixed assets are capitalised. 4 Leased Assets: Finance Lease: The lower of the fair value of the assets and present value of the minimum lease rentals is capitalised as fixed assets with coressponding amount shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component is charged to profit and loss account. 5 Depreciation: Depreciation on Computer equipment (leasehold assets & other assets) has been provided on Straight Line Method (SLM) while depreciation on furniture, office equipment and vehicles provided on Written Down Value (WDV) method at the rate and in the manner prescribed in schedule XIV to the Companies Act,1956 on pro-rata basis. 6 Impairment of Assets: 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 period is reversed if there has been a change in the estimate of recoverable amount. 7 Investment: Long term Investments are stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary. 8 Revenue Recognition: Revenue is recognised only when no significant uncertainty as to measurability or collectability exists. 9 Miscellaneous Expenditure( to the extent not written off or adjusted): Expenditure carried forward under this head is being amortised as follows: Preliminary expenses: -The expenses are written off 1/5th every year. 10 Foreign Currency Transactions: i) ii) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Monetary items denominated in foreign currencies at the year end are restated at year end rates. In case of items which are covered by forward exchange contracts, the difference and the premium paid on forward contracts is recognised over the life of the contract.

iii) Non monetary foreign currency items are carried at cost.

Reliance Infosolutions Private Limited

13

SCHEDULE 11(Contd.)
iv) Any income or expense on account of exchange difference either on settlement or on translation is recognised in the profit & loss account except in case of long term liabilities, where they relate to acquisition of fixed assets in which case there are adjusted to the carrying cost of such assets. 11 Provision, Contingent Liability and contingent assets: 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. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements. 12 Provision for Current and Deferred Tax: Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income- tax Act, 1961. Deferred tax resulting from timing difference between taxable and accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. The deferred tax assets is recognised and carried forward only to the extent that there is a virtual certainty that the assets will be realised in future. 13 Employee Retirement Benefit: i) ii) Short term employee benefit are recognised as an expenses at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. Post employment and other long term employee benefits are recognised as an expenses in profit and losses account of the year in which the related service is rendered. The expenses is recognised at the present value of the amount payable determined using actuarial valuation technique as per Life Insurance Corporation. Actuarial gains and losses in respect of post employment and other long term benefit are charged to the profit and loss account.

II 1

Notes on Balance Sheet and Profit and Loss Account : The previous years figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceeding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Payment to Auditors : a) b) Audit Fees Tax Audit Fees Total Amount (Rs.) 2009-2010 1 45 000 30 000 1 75 000 Amount (Rs.) 2009-2010 2 81 668 Amount (Rs.) 2008-2009 1 20 000 30 000 1 50 000 Amount (Rs.) 2008-2009 84 76 923

Earning Per Share (EPS) : a) b) Net Profit after tax (Rs.) Weighted average number of - Equity shares - Basic and Diluted c) d) Nominal value of equity share (Rs.) Basic and diluted ( EPS ) (Rs.)

10 000 10 28.17

10 000 10 847.69

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Reliance Infosolutions Private Limited

SCHEDULE 11(Contd.)
4 Fixed assets acquired on finance lease: (Amt. in Rs.) Total Minimum Lease Payments Outstanding As at 31st March, 2010 Within one year Later than one year not later than five years Later than five years Total 57 86 02 800 Future Interest on Outstanding Lease Payments Present Value of Minimum Lease Payments As at 31st March, 2010 46 29 28 009 As at 31st March, 2009 41 87 55 722

As at 31st As at 31st As at 31st March, 2009 March, 2010 March, 2009 57 81 43 260 11 56 74 791 15 93 87 538 9 25 67 309 20 79 13 844 -

99 47 48 123 1 57 15 12 765 -

90 21 80 814 1 36 35 98 919 -

1 57 33 50 923 2 14 96 56 025 20 82 42 100 36 73 01 382 1 36 51 08 823 1 78 23 54 641

General Description of Lease Terms: i) ii) 5 Lease rental are charged on the basis of agreed terms. Assets taken on lease are fixed non-cancellable period of 5 years.

Related Party disclosures: As per the Accounting Standard 18 as notified by Companies (Accounting Standards) Rules, 2006, the disclosure of transactions with the related parties as defined in the Accounting Standard are given below: (i) List of related parties where control exists and related parties with whom transactions have taken place and relationships : Sr No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Name of Related Parties Reliance Industries Limited Reliance Global Management Services Limited Gapoil Tanzania Limited GAPCO Kenya Limited GAPCO Rwanda SARL GAPCO Tanzania Limited GAPCO Uganda Limited Reliance Autozone Limited Reliance Brands Limited Reliance Corporate IT Park Limited Reliance Dairy Foods Limited Reliance F & B Services Limited Reliance Financial Distribution and Advisory Services Limited Reliance Food Processing Solutions Limited Reliance Footprint Limited Reliance Fresh Limited Reliance Homestores Limited Fellow Subsidiary Relationship Ultimate Holding Company Holding Company

Reliance Infosolutions Private Limited

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SCHEDULE 11(Contd.)
Sr No 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 Name of Related Parties Reliance Hypermart Limited Reliance Integrated Agrisolutions Limited Reliance Lifestyle Holdings Limited Reliance People Serve Limited Reliance Retail Finance Limited Reliance Retail Insurance Broking Limited Reliance Retail Limited Reliance Retail Travel & Forex Services Limited Reliance Supply Chain Solutions Limited Reliance Trade Services Limited Reliance Trends Limited Reliance Universal Ventures Limited Reliance Wellness Limited Reliancedigital Retail Limited RESQ Limited Retail Concept Services (India) Limited Strategic Manpower Solutions Limited Fellow Subsidiary Relationship

(ii) Transactions during the year with related parties : S No A) Nature of Transactions (Excluding reimbursements) Sundry Debtors Balances as at 31st March, 2010 B) Other Current Liabilities Balance as at 31st March, 2010 C) Liability for Leased Assets Balance as at 31st March, 2010 D) E) Income from Operations Operating and Other Expenses Infrastructure Support Services F) G) Lease Finance charges Purchase of Fixed Assets 8 14 48 430 (4 38 298) 1 42 607 (4 38 298) 8 14 48 430 1 42 607 69 01 70 216 48 00 00 000 (5 45 30 030) 9 49 78 560 (5 71 175) 69 01 70 216 57 49 78 560 (5 51 01 205) 59 25 53 653 ( 42 27 27 729) 59 25 53 653 ( 42 27 27 729) 6 49 38 136 (6 41 04 670) 6 49 38 136 (6 41 04 670) Ultimate Holding Fellow Subsidiary Total

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Reliance Infosolutions Private Limited

SCHEDULE 11(Contd.)
Disclosure in respect of Material Related Party Transactions during the year (1) Sundry Debtors balances include Gapoil Tanzania Limited Rs. 1 62 44 640 (Previous Year Rs. 1 01 90 000), Gapco Kenya Limited Rs. 1 68 04 800 (Previous Year Rs. 85 59 600) , Gapco Rwanda Sarl Rs. 61 61 760 (Previous Year Rs. Nil), Gapco Uganda Limited Rs. 95 22 720 (Previous Year Rs. Nil), Gapco Tanzania Limited Rs. 1 62 44 640 (Previous Year Rs. Nil). (2) Other Current Liabilities include Reliance Industries Limited Rs. 59 25 53 653 (Previous Year Rs. 42 27 27 729) (3) Liability For Lease Assets include Reliance Industries Limited Rs. 69 01 70 216. (4) Income from operations includes Reliance Industries Limited - Rs.48 00 00 000. (Previous Year - Rs. 29 84 869 ); Motech Software Private Limited Rs. Nil (Previous Year Rs. 5 15 41 161) ; Gapoil Tanzania Limited Rs. 1 62 44 640 (Previous Year Rs. 1 01 90 000), Gapco Kenya Limited Rs. 1 68 04 800 (Previous Year Rs. 23 451) , Gapco Rwanda Sarl Rs. 61 61 760 (Previous Year Rs. Nil), Gapco Uganda Limited Rs. 95 22 720 (Previous Year Rs. Nil), Gapco Tanzania Limited Rs. 1 62 44 640 (Previous Year Rs. 27 918). (5) Operating and other Expenses include Reliance Corporate IT Park Limited Rs. Nil (Previous Year Rs. 4 38 298) (6) Lease Finance charges include Reliance Industries Limited Rs. 8 14 48 430 (Previous Year Rs. Nil) (7) Purchase of fixed Assets includes Reliancedigital Retail Limited Rs. 1 42 607 (Previous Year Rs. Nil) 6 Taxes on Income as per Accounting Standard (AS) 22 The Deferred Tax Assets/Liability comprises of the following: Amount (Rs.) 2009-2010 Deferred Tax Liability : Related to Fixed Assets Total Deferred Tax Liabilities (A) Deferred Tax Asset: Unabsorbed Depreciation / Business Losses (carried forward under Income Tax Act, 1961) Total Deferred Tax Assets (B) Deferred Tax Liabilities Net (A-B) 7 3 54 51 014 3 54 51 014 92 08 005 2 16 71 370 2 16 71 370 53 59 124 4 46 59 019 4 46 59 019 2 70 30 494 2 70 30 494 Amount (Rs.) 2008-2009

The principal business of the Company is providing information technology services. All other activities of the Company revolve around / are connected with its principal business. Accordingly, there is no separate reportable segment as defined by the Accounting Standard 17 Segment Reporting notified by Companies (Accounting Standards) Rules, 2006. As the company is not a manufacturing company, information in respect of manufacturing activities required under Para 3 and 4 of Part II of Schedule VI of the Companies Act, 1956 are not given. Value of Imports on CIF basis in respect of Capital Goods Rs.7 63 600 (Previous Year Rs. Nil) Earning in Foreign Exchange Amount (Rs.) 2009-2010 Income from Operations (net) 7 15 73 145 Amount (Rs.) 2008-2009 2 15 84 600

8 9 10

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SCHEDULE 11(Contd.)
11 Expenditure in Foreign Currency Amount (Rs.) 2009-2010 Travelling Expenses Professional Fees Repairs and Maintenance 2 97 756 89 56 787 92 54 543 12 Amount (Rs.) 2008-2009 6 18 530 1 29 40 074 1 35 58 604

As per AS - 15 Employee Benefits (Rev. 2005), the disclosures of Employee benefits as defined in the Accounting Standard are given below:Defined Contribution Plan Contribution to Defined Contribution Plan, recognised as expense for the year are as under: Amount (Rs.) 2009-2010 Employers Contribution to Provident Fund Employers Contribution to Superannuation Fund Employers Contribution to Pension Scheme Employers Contribution to Leave Encashment Scheme Defined Benefit Plan The employees gratuity fund scheme managed by a Trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation, as per Life Insurance Corporation, using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity. I Reconciliation of opening and closing balances of Defined Benefit obligation (Funded) Amount (Rs.) 2009-2010 Defined Benefit obligation at beginning of the year Current Service Cost Interest cost Actuarial (gain) / loss on obligations Benefits paid Settlement Cost Defined Benefit obligation at end of the year 4 73 35 334 40 15 252 37 86 827 41 79 055 (94 28 225) 4 98 88 243 (Funded) Amount (Rs.) 2008-2009 4 59 29 929 58 00 682 36 74 394 (20 82 461) (59 87 210) 4 73 35 334 2 41 14 107 57 91 909 72 87 419 2 68 74 365 Amount (Rs.) 2008-2009 3 18 18 351 65 10 357 1 17 35 017 22 58 68 495

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Reliance Infosolutions Private Limited

SCHEDULE 11(Contd.)
II Reconciliation of opening and closing balances of fair value of plan assets Gratuity (Funded) Amount (Rs.) 2009-2010 Fair value of plan assets at the beginning of the year Expected return on plan assets Actuarial (gain) / loss Employer Contribution Other Transfers Benefits Paid Settlement Cost Fair value of plan assets at the end of the year III Reconciliation of fair value of assets and obligations Gratuity (Funded) Amount (Rs.) 2009-2010 Fair value of plan assets at end of year Present Value of obligation Amount recognised in Balance Sheet (Actual rate of return = Estimated rate of return as ARD falls on 31st March) IV Expenses recognised during the year (Under the haed Payments to and provisions for employees:-Refer schedule-12) Gratuity (Funded) Amount (Rs.) 2009-2010 Current Service Cost Interest Cost Expected return on plan assets Actuarial (gain) / loss Other Transfers Net Cost 40 15 252 37 86 827 ( 40 91 046) 41 79 055 (22 14 999) 56 75 089 Gratuity (Funded) Amount (Rs.) 2008-2009 58 00 682 36 74 394 ( 36 17 786) ( 20 82 461) (8 07 962) 29 66 867 4 42 13 154 4 98 88 243 56 75 089 Gratuity (Funded) Amount (Rs.) 2008-2009 4 43 68 467 4 73 35 334 29 66 867 4 43 68 467 40 91 046 29 66 867 22 14 999 (94 28 225) 4 42 13 154 Gratuity (Funded) Amount (Rs.) 2008-2009 69 55 969 36 17 786 3 89 73 960 8 07 962 (59 87 210) 4 43 68 467

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SCHEDULE 11(Contd.)
VI Actuarial Assumptions Gratuity (Funded) 2009-2010 Mortality Table (Life Insurance Corporation) 1994-96 (Ultimate) Discount Rate (per annum) Rate of escalation in salary (per annum) 8% 6% Gratuity (Funded) 2008-2009 1994-96 (Ultimate) 8% 4%

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary. The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Companys policy for plan assets management. 13 Foreign currency exposure that are not hedged by derivative instruments or forward contracts as at March 31, 2010 amount to Rs. 7 15 73 145 (Previous Year Rs. 1 87 49 600)

As per our attached report of even date For Chaturvedi & Shah Chartered Accountants For and on behalf of Board of Directors

Jignesh Mehta Partner Mumbai Dated : April 16, 2010

Jyotindra Thacker Director

L. V. Merchant Director

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Reliance Infosolutions Private Limited

Balance Sheet Abstract and Companys General Business Profile

I. Registration Details: Registration No: Balance Sheet Date: U 7 2 2 0 0 M H 2 0 0 5 P T C 1 5 4 4 5 6 3 1 . 0 3 . 2 0 1 0 State Code: 1 1

II. Capital raised during the year at face value (Amount in Rs. Thousands) Public Issue: Bonus Issue: N I L N I L Rights Issue: Private Placement: N I L N I L

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) Total Liabilities: Sources of Funds: Paid up Capital: Reserves & Surplus: Unsecured Loan: Deferred Tax Liability: Current Liabilities & Provision 1 0 0 1 1 4 8 4 N I L 9 2 0 8 2 2 7 2 9 6 2 Net Fixed Assets: Capital Work-in-Progress: Current Assets: Misc. Expenditure: 1 5 7 8 5 0 9 6 3 2 1 7 0 8 9 2 4 N I L 2 2 9 3 7 5 4 Total Assets: 2 2 9 3 7 5 4

IV. Performance of Company (Amount in Rs. Thousands) Turnover: 1 9 3 1 9 6 0 + Profit/Loss Before Tax: Earning per share in Rs: V . 4 1 3 1 2 8 . 1 7 Profit/Loss After tax: Dividend rate %: Total Expenditure: 1 9 4 0 5 8 3 + 2 8 2 N I L

Generic Names of Three Principal Products / Services of Company (as per monetary terms) Item Code No. (ITC Code): Product Description: Item Code No. (ITC Code): Product Description: N A IT Support Services 8 5 2 4 9 0 0 9 Computer Software