1.  We have audited the attached Balance Sheet of GEODESIC LIMITED
 (the Company) for the 15 month Period ended on 30th June 2012 (The
 Period) and also the Profit and Loss Account and the Cash Flow
 Statement for the Period 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 Period 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, Profit and Loss Account and the Cash Flow
 Statement 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 30th June 2012 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 for the Period ended on 30th June, 2012;
 
 ii. In the case of Profit and Loss Account of the profit for the Period
 ended on that date; and
 
 iii. In the case of Cash Flow Statement, of the cash flows for the
 Period 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 Period 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) The fixed assets were physically verified by the Management in
 accordance with a regular programmer of verification which, in our
 opinion, provides for physical verification of the fixed assets at
 reasonable intervals during the Period under audit.  According to the
 information and explanation given to us, no material discrepancies were
 noticed on such verification.
 
 d) In our opinion and according to the information and explanation
 given to us, assets sold by the Company do not form substantial part of
 Company''s Fixed Assets so as to affect its going concern basis
 
 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, for which the Company maintains stock
 of Raw Material and Work in Process and Finished Goods at Roorkee and
 Bangalore. During the Period under audit, 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) The management has informed us that they have physically verified
 the inventory at the end of each quarter 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 and adequate in relation to
 the size of the Company and its nature of business.
 
 b) In our opinion and according to the information and explanation
 given to us, the Company has maintained proper records in tally
 software at Roorkee and Banalore for its inventories and no material
 discrepancies were noticed on physical verification. We are also
 informed that the Company is in the process of developing a new
 computer software (ERP) for recording and maintenance of inventory.
 
 3.  LOANS AND ADVANCES :
 
 In respect of the loans, secured or unsecured, granted or taken by the
 Company to/from companies, firms or other parties covered in the
 Register maintained under Section 301 of the Companies Act, 1956:
 
 a) The Company has granted loan to one of its subsidiary covered in the
 Register maintained under Section 301 of the Companies Act, 1956. In
 respect of the said loan the maximum amount outstanding at any time
 during the Period is Rs. 1,38,65,243/- and the outstanding balance at
 the date of the Balance Sheet is Rs.  1,26,65,243/-.
 
 b) The said loan is interest free loan and since there are no specific
 terms and conditions agreed in respect of the said loan, we are not in
 a position to verify whether the terms and conditions of the said loans
 are prima facie prejudicial to the interest of the Company.
 
 c) The Company has taken loan during the said Period from an Associate
 Company covered in the Register maintained under Section 301 of the
 Companies Act, 1956.  The maximum amount outstanding at any time during
 the Period is Rs. 8,15,098/- and the outstanding balance for the Period
 ended is Rs. 8,15,098/-.
 
 d) The said loan taken by the Company is interest free loan and since
 there are no specific terms and conditions for repayment of the loan,
 and therefore we are not in a position to verify whether the terms and
 conditions of the loan are prima facie prejudicial to the interest of
 the Company.
 
 4.  INTERNAL CONTROL :
 
 In our opinion and according to the information and explanations given
 to us, there are adequate internal control systems which 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.
 
 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, there are
 two parties the transactions of which are entered into the register
 maintained under section 301 of the Companies Act, 1956.
 
 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 firm of
 Chartered Accountants appointed by the Management is in commensuration
 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 made available to us,
 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 except Rs. 1,66,70,397/- pending as at June 30, 2012 for
 the above mentioned statutory dues.
 
 b) According to the information and explanations given to us, no
 undisputed statutory dues 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 30th June, 2012 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 30th June, 2012 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
 Period ending on 30th June 2012 and it has not incurred any cash losses
 during the said Period 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 defaulted in repayment of
 dues to financial institutions nevertheless; it has made good the
 default by repaying the dues along with the interest.
 
 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 :
 
 In our opinion and according to the information and explanations given
 to us, the Term Loans have been applied for the purposes for which they
 were raised.
 
 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
 Period ended on 30th June 2012. 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
 
 Membership No: 035941
 
 FRN: 101569W
 
 Place: Mumbai
 
 Date: 3rd December, 2012