1.  We have audited the attached Balance Sheet of GEODESIC LIMITED
 (the Company) as on 31st March 2011 and also the Profit and Loss
 Account and the cash flow statement for the year ended on that date
 annexed thereto. 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 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 management, as well as evaluating the overall financial statement
 presentation. We believe our audit provides a reasonable basis for our
 opinion.
 
 3.  As required by the Companies [Auditors'' Report] Order, 2003 issued
 by the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956 and on the basis of such checks as we consider
 appropriate, and according to the information and explanation given to
 us during the course of audit, we enclose in the Annexure, a statement
 on the matters specified in the paragraphs 4 and 5 of the said Order to
 the extent applicable to the Company for the year under reference.
 
 4.  Further to our comments in the annexure referred to in paragraph 3
 above, we further report that:
 
 a.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 b.  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.
 
 c.  The Balance Sheet and the Profit and Loss Account dealt with by this
 report are in agreement with the books of account.
 
 d.  The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report comply with the applicable Accounting
 Standards referred to under sub-section (3C) of the section 211 of the
 Companies Act, 1956;
 
 e.  On the basis of written representations received from the
 Directors, and taken on record by the Board of Directors, we report
 that none of the Directors is disqualified as on 31st March 2011 from
 being appointed as a Director in terms of clause (g) of sub section (1)
 of section 274 of the Companies Act, 1956.
 
 f.  In our opinion and to the best of our knowledge and according to
 the explanations given to us, the said accounts 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. In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 ii. In the case of Profit and Loss Account of the profit for the year
 ended on that date; and
 
 iii. In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 (Referred to in paragraph 3 of our report of even date)
 
 1.  FIXED ASSETS :
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 b) The management has informed us that they have physically verified the
 fixed assets at the end of the year and that no material discrepancies
 were noticed on such physical verification. In our opinion, considering
 the nature of business and size of the Company the frequency of
 verification is reasonable.
 
 c) In our opinion and according to the information and explanation
 given to us, the Company has not disposed of any substantial part of
 fixed assets during the year and the going concern status is not
 affected.
 
 2.  INVENTORIES :
 
 The nature of Company''s operations is mainly dealing in the software
 development, which does not require it to hold inventories. The Company
 also deals in Hardware products. There is a stock of RM and WIP and
 Finish Goods maintained at Roorkee and Bangalore. In the current year,
 clause 4 (ii) of the Companies (Auditor''s Report) Order, 2003 (the
 order) is applicable and has been given as a part of the Notes to
 Accounts.
 
 a) There is a stock of raw materials, work in progress and finished
 goods at the Roorkee unit and at Bangalore unit. The management has
 informed us that they have physically verified the inventory at the end
 of the year and that no material discrepancies were noticed on such
 physical verification. In our opinion, considering the nature of
 business and size of the Company, the frequency of verification is
 reasonable.
 
 b) In our opinion and according to the information and explanation
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 3.  LOANS AND ADVANCES :
 
 a) The Company has not granted any loans, secured or unsecured, to any
 Company frm or other party covered under the register maintained under
 section 301 of the Companies Act, 1956.
 
 In view of clause (3) (a) above, the clauses (3) (b), (3) (c) and (3)
 (d) are not applicable.
 
 e) The Company has not taken any loans, secured or unsecured, from any
 Company, frm or other party covered under the register maintained under
 section 301 of the Companies Act, 1956.
 
 In view of clause (3) (e) above, the clauses (3) (f), (3) (g) are not
 applicable.
 
 4.  INTERNAL CONTROL :
 
 In our opinion and according to the information and explanations given
 to us, there are adequate internal control systems commensurate with
 the size of the Company and the nature of its business with regard to
 purchases of inventory, fixed assets and sale of Software, goods &
 services. During the course of our audit we have not observed any
 continuing failure to correct major weakness in the internal controls
 system.
 
 During the course of our audit, we have not observed any continuing
 failure to correct major weaknesses in internal control.
 
 5.  TRANSACTIONS WITH RELATED PARTIES AS PER REGISTER OF CONTRACTS
 UNDER SECTION 301 OF THE COMPANIES ACT, 1956.
 
 a) According to the information and explanations given to us, we are of
 the opinion that the transactions that need to be entered into the
 register maintained under section 301 of the Companies Act, 1956 have
 been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions have been made at prices and terms which
 were prevalent in the market at the relevant time.
 
 6.  DEPOSITS FROM PUBLIC :
 
 The Company has not accepted any deposits from the public under the
 provisions of section 58A and section 58AA and any other relevant
 provision of the Companies Act, 1956 and the Companies (Acceptance of
 Deposits) Rules, 1975 with regard to the deposits accepted from the
 public.
 
 7.  INTERNAL AUDIT SYSTEM :
 
 In our opinion, the internal audit function carried out by a frm of
 Chartered Accountants appointed by the Management is commensurate with
 the size of the Company and the nature of its business.
 
 8.  COST RECORDS :
 
 To the best of our knowledge and as per the information and
 explanations given to us, the Central Government has not prescribed the
 maintenance of cost records under section 209 (1) (d) of the Companies
 Act, 1956 in respect of operations carried out by the Company.
 
 9.  STATUTORY DUES :
 
 a) 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, Custom Duty, Excise Duty, Cess and other statutory dues
 have been regularly deposited with the appropriate authorities.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income-Tax, Sales-Tax, Wealth-
 Tax, Service-Tax, Custom Duty, Excise Duty Cess and other applicable
 statutory dues were in arrears, as at 31st March, 2011 for a period of
 more than six months from the date they became payable.
 
 c) According to the information and explanations given to us and based
 on the records produced to us, there are no dues outstanding in respect
 of Income-Tax, Sales-Tax, Wealth-Tax, Service- Tax, Custom Duty, Excise
 Duty, Cess and other statutory dues as on 31st March, 2011 which have
 not been deposited on account of any dispute.
 
 d) There were no dues on account of cess under section 441A of the
 Companies Act, 1956 since the aforesaid section has not been made
 effective by Central Government of India.
 
 10.  SICK INDUSTRY :
 
 The Company has no accumulated losses at the end of the financial year
 and it has not incurred any cash losses during the current year covered
 by audit and in the immediately preceding financial year.
 
 11.  DUES TO FINANCIAL INSTITUTIONS :
 
 Based on our audit procedures and according to the information and
 explanations given to us, the Company has not defaulted in repayment of
 dues to banks and financial institutions. The Company has not obtained
 any borrowings by way of debentures.
 
 12. SECURED LOANS AND ADVANCES GRANTED :
 
 In our opinion and according to the explanation given to us and based
 on our examination of documents and records, no loans or advances have
 been granted on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13.  CHIT FUND, NIDHI OR MUTUAL BENEFIT COMPANY :
 
 The Company is not a chit fund or a nidhi / mutual benefit fund/
 society. Therefore, the provisions of clause 4 (xiii) of the Companies
 (Auditors Report) Order, 2003 are not applicable to the Company.
 
 14.  INVESTMENT COMPANY :
 
 In our opinion, the Company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly, the
 provisions of clause 4 (xiv) of the Companies (Auditors Report) Order,
 2003 are not applicable to the Company.
 
 15.  GUARANTEES GIVEN BY COMPANY :
 
 In our opinion and according to the information and explanations given
 to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions.
 
 16.  TERM LOANS :
 
 No term loans have been taken by the Company during the year under
 audit. Therefore, the provisions of clause 4 (xvi) of the Companies
 (Auditors Report) Order, 2003 are not applicable to the Company.
 
 17.  SOURCES OF FUND AND ITS APPLICATION :
 
 According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, we report that
 no funds raised on short-term basis have been used for long-term
 investment nor have any long- term funds been used to finance short-term
 assets except as permanent working capital.
 
 18.  PREFERENTIAL ISSUE :
 
 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.
 
 19.  DEBENTURES :
 
 The Company has not issued any debentures.  Therefore, the provisions
 of clause 4 (xix) of Companies (Auditors Report) Order, 2003 are not
 applicable to the Company.
 
 20.  PUBLIC ISSUE :
 
 The Company has not raised any money through a public issue during the
 year. Therefore the provisions of clause 4 (xx) of the Companies
 (Auditors Report) Order, 2003 are not applicable to the Company.
 
 21.  FRAUD :
 
 Based on our audit procedures performed for the purpose of reporting
 the true and fair view of the financial statements and according to the
 information and explanations given by the management, we report that no
 fraud on or by the Company has been noticed or reported during the
 period covered by the audit.
 
 
                                              For Borkar & Muzumdar
 
                                              Chartered Accountants
 
                                                   CA Rajesh Batham
 
                                                            Partner
 
 Place: Mumbai                                Membership No: 035941
 
 Date: 29th August, 2011                               FRN: 101569W