Dear Members,
 
 The Directors have pleasure in presenting the 11th Annual Report (post
 demerger) of your Company on the business and operations together with
 the audited results for the year ended 31st March, 2011.
 
 FINANCIAL PERFORMANCE
 
 Key aspects of your Company''s financial performance for the year 2010-11
 are tabulated below:
 
                                                       (Rs. In Lacs)
 
                                                 Year ended 31st March
 
 Particulars                                    2011            2010
  
                                             Audited         Audited
 
 Net Sales/ Income from
 
 Operations                                67,161.21        48,747.79
 
 Other Income                                 142.09         1,575.64
 
 Total Income                              67,303.30        50,323.43
 
 Total Expenditure                         37,526.76        25,528.55
 
 Gross Profit before Interest,
 
  Depreciation and Taxes                   29,776.54        24,794.88
 
  Finance Cost                              3,752.76         3,720.94
 
  Depreciation & Amortization               2,265.33         4,480.86
 
  Profit before Tax                         23,758.45        16,593.08
 
  Provision for taxation                       15.00                -
 
  Profit before Deferred Tax                23,743.45        16,593.08
 
  Deferred Tax (Credit) / Charge              287.50          (189.30)
 
  Prior period expenses                        (6.73)           92.06
 
  Net Profit after Tax                      23,462.68        16,690.33
 
  Exceptional Income                               –           797.97
 
 Net profit after Exceptional
 
  Income                                   23,462.68        17,488.30
 
  Appropriations:
 
  Balance brought forward                  53,005.44        39,150.43
 
 Transfer to General Reserve                2,346.27         1,748.90
 
  Dividend:
 
 - Interim (equity)                         1,216.91           691.83
 
 - Final (equity)                           1,261.98           922.44
 
  Tax on Dividend:
 
 - Interim (equity)                                –           117.58
 
 - Final (equity)                              (1.45)          152.46
 
 Balance carried to
 
  Balance Sheet                            71,644.41        53,005.44
 
 Paid - up equity share capital             1,802.83          1844.88
 Reserves excluding
 
  revaluation reserves                     95,129.27        75,191.22
 
  Earning per share (number)                   25.77            18.96
 
 Diluted Earning per share (number)            25.67            18.86
 
 REVIEW OF OPERATIONS:
 
 During the year 2010-2011, your Company''s volumes have improved across
 businesses as the global economy stabilised. Consumer confidence has
 returned in many of the markets, albeit cautiously. During this year,
 your Company''s focus on the fundamentals of cost control, launch of new
 products, cash optimisation and return on capital, has resulted in
 excellent organic profit growth and a stronger balance sheet.
 
 Your directors take this opportunity to state that your Company is
 currently doing excellent progress in creating and designing new
 products and solutions, and increasing its business base. Your Company
 has grossed revenues of Rs. 8879 million in FY 2011, an increase of 37%
 over Rs. 6500 million for fiscal 2010.  Your Company''s net earnings
 grossed Rs. 2737 million in FY 2011, an increase of 22% over Rs. 2237
 million for fiscal 2010.
 
 PRODUCT LAUNCHES
 
 Your Company has expanded its Electronic Computing division to include
 Automated Cluster Utility Meter Reading to ensure profitability and
 prevention of loss of energy to utility companies. ENLYTE – the
 education device has passed rounds of alpha testing and has entered the
 crucial phase of beta testing.
 
 Your Company has been working on Cloud Computing and has been
 successful in migrating audio and video to the cloud. During the next
 fiscal, your Company plans to migrate its Communication, Collaboration,
 Content Analytics and CRM to the cloud to ensure tremendous cost
 savings to enterprises and the SME market.
 
 Your Company''s foray into Cluster Management has opened new avenues. It
 has incorporated Geodesic Gridpoint Energy Private Limited and has
 launched Automated Cluster Management System to automate energy /
 utility meter reading and improve operating efficiency for power and
 utility companies around the globe.
 
 Diversifying further, your Company has made a foray into the feld of
 mobile and online gaming. It launched Carrom MP – an exciting
 multiplayer board game app for the Apple iPad.
 
 Your Company has launched a cloud based version of Mundu Wallet. A tool
 primarily targeted at the ever- growing BFSI and Investment Broking
 Houses, it is a Personal Portfolio Management application coupled with
 analytics and personalized content. Users can access Mundu Wallet
 across multiple devices.
 
 Spokn VMS – a unique Voice Messaging Service has been launched. It lets
 Spokn users in 32 countries send a voice message through a call to any
 phone in the world and get a reply through the same call. Spokn VMS has
 been reoriented to cater to the huge Facebook community.
 
 During the fiscal FY11, your Company has upgraded Continuum – an
 enterprise wide comprehensive Unified Communication, Collaboration, CRM
 and Content Analytics suite, by adding a powerful Contact Management
 System and the next generation of social CRM (CRM 2.0) as part of the
 offering.
 
 During FY11, your Company has expanded its operations in South America,
 Middle East and African markets. It has added various clients across
 all segments including Entel PCS, America Movil, BrightStar Corp. Some
 of the other deals include: Big TinCan Limited, OpenPeak Inc.,
 Universal Microelectronics Co.  Ltd. (UMEC), Airtel, Qualcomm, besides
 several Banks, Financial Services companies, and large corporations.
 
 GeoAmida solutions have found a mark outside India for remote
 Healthcare, Financial Inclusion and Micro Finance segments. Its
 solutions have been piloted and deployed in Ethiopia, Kenya, Lagos,
 Spain and El Salvadore.
 
 AWARDS
 
 Mundu TV was ranked the # 1 Entertainment Application on the Apple App
 Store in the entertainment category and was ranked #2 across all
 categories on the Apple App Store. Mundu TV was ranked the number one
 application in NDTV''S ''10 Apps for every Indian''.
 
 Computer Active ranked Mundu IM Pro as The Best IM for iPhone.
 
 Business Standard listed Mundu Radio amongst the top 10 Internet radio
 stations.
 
 Your Company was ranked amongst Deloitte Technology Fast 50 India 2010
 Program and Fast 500 Asia Pacific 2010 Program.
 
 Your Company was ranked amongst Data Quest TOP 200 Companies of the
 Indian IT Industry.
 
 GeoAmida won the NASSCOM India Leadership Forum 2010.
 
 GeoAmida project was nominated for the PC Quest Best IT Implementations
 in the feld of Mobility and Field Force Automation Projects.
 
 Your Company believes in setting realistic goals and executing plans in
 a meticulous manner. It is this outlook coupled with the innumerable
 efforts that your Company has taken to go beyond conventional ways that
 has enabled it to achieve its objectives.
 
 True to its name - Geodesic – where triangles add to the sphere,
 distributing the stress across the structure, making it strong – the
 more your Company diversifes, the more it progresses, adding various
 companies to its mother brand, the more solid and strong it becomes.
 
 DIVIDEND
 
 Your Directors believe that growth of the Company through capacity
 addition, backward and forward integration and strategic diversification
 of its operations would lead to increase in shareholders value.
 
 Due to the strong commitment of rewarding shareholders, improved
 earnings and market outlook as well as Geodesic''s strong financial
 position and cash generating capabilities, your Directors are glad to
 recommend the payment of final dividend @ Rs. 1.40 per share. The
 out-flow towards Dividend payment including tax on distributable profits
 would amount to Rs. 147.65 Million.
 
 The Board of Directors of the Company had declared an Interim Dividend
 ofRs. 1.35 per share of face value of Rs. 2/- on 11th February, 2011
 which was duly paid on 4th March, 2011.
 
 The dividend has been recommended in accordance with your Company''s
 policy of balancing dividend pay- out with the requirement of
 deployment of internal accruals for its growth plans.
 
 Transfer to Investor Education and Protection Fund (IEPF)
 
 According to Section 205C of the Companies Act, 1956, the outstanding
 amount of the Dividend paid to the shareholders should be retained in
 the Unpaid Dividend Account of the Company for 7 years. At the end of 7
 years, the balance amount should be transferred to the Investor
 Education and Protection Fund established and maintained by the Central
 Government of India.
 
 The Unpaid Dividend amount of Rs. 1436/- for the Interim Dividend for
 Financial Year ended 2003-04 was duly transferred to the Investor
 Education and Protection Fund during the year.
 
 TRANSFER TO GENERAL RESERVE
 
 Your Company proposes to transfer Rs. 2,346.27 Lacs (10% of the net
 profit) to the General Reserve out of the amount available for
 appropriations and an amount of Rs.  71,644.41 lacs is proposed to be
 retained in the Profit and Loss Account.
 
 GEODESIC WORLD
 
 Your Company has, over the years evolved as global corporation by
 making its presence felt in most of the continents across the globe.
 Since its incorporation your Company has grown tremendously in all
 aspects.  Your Company has 3 Indian Subsidiaries, 2 Foreign
 Subsidiaries, 8 Foreign Step Down Subsidiaries and an Associate
 Company.
 
 INDIAN SUBSIDIARIES
 
 Your company has been supporting innovative ideas all across, whether
 they are developed internally within the company or by supporting and
 acquiring innovative companies. Your Company has always been aware of
 its social responsibilities and engages its resources and manpower to
 promote all technological innovations that make life simpler, faster
 and cost effective across web, desktop and mobile platforms. At the
 same time, we work towards preserving the cultural heritage of India as
 is evident from magazines published by our subsidiary – Chandamama.
 Innovation is crux of Geodesic''s business and each of Geodesic
 subsidiaries portray the same in their diversified businesses. From
 digitizing the contents of childrens'' magazine and converting them to
 the virtual world content to communicating and collaboration over
 internet mediums; From CRM to collaborating and aggregating
 entertainment content; From Mundu TV to anti-piracy software; From
 remote computing transaction platforms to energy saving products; each
 business of your Company''s subsidiaries speaks for itself.
 
 CHANDAMAMA
 
 Chandamama is one of the best-known monthly children''s magazine since
 1947. It was taken over by your Company in 2007 and since then the
 revamping of the magazine has taken place in terms of language,
 presentation, artwork, and content. New books and characters have been
 added to the library and lots of effort have gone to make these data
 available on virtual medium to keep pace with changing needs of the
 time.  The ways of entertainment and education have changed over the
 years and Chandamama has been trying to keep up with the changing
 environment and incarnating its new avatar to suit today''s readers.
 This is why Chandamama has successfully launched its English as well as
 regional version of its magazines on the net and on itunes which can be
 downloaded on iPhones and ipads. The Chandamama app on Apple App Store,
 clocked more than 3000 downloads within 3 weeks of its launch in the
 end of July. The growing popularity in terms of the increasing number
 of downloads and paid subscriptions, the app is in process of being
 developed on various platforms as well.  Soon the Chandamama app is
 expected to be available on the Android app store.
 
 Chandamama website is now available in 7 different languages and would
 support various other languages in future. Chandamama''s management is
 also planning to launch Chandamama comics and audio stories on the
 internet and mobile platform in near future. Plans are up to bring the
 various characters of Chandamama to life in the form of animation
 series, movies, on TV and mobile.  Chandamama is also planning to enter
 the world of 3D animations in print and other media. Your Company is of
 the opinion that the pace at which Chandamama is growing, it will soon
 touch new heights.
 
 FilmOrbit.Com
 
 FilmOrbit.Com India Private Limited is into Bollywood content space
 which enables the consumers to enjoy access to a range of websites,
 social apps, mobile apps, widgets and services that bring fun and
 relevant experiences to the screen of their choice.  During
 
 the year, the Company launched its beta website that powers a unique
 content discovery, engagement and consumption experience around films.
 The website has received critical acclaim from a core group of users,
 and has served up over 1 million page views since launch.  The site has
 proven to be a high-engagement site, with users spending an average of
 10 mins on the site (compared to much lower numbers on the competing
 sites). The Company is now in the process of executing the public
 launch of the website.
 
 Filmorbit became a subsidiary of your Company as a result of allotment
 of 3,15,000 equity shares to the company. Your Company now holds 88% of
 equity shares of Filmorbit. During the year, the Company increased its
 Authorised Capital from Rs. 20,00,000/- to Rs. 75,00,000/- which was
 approved by the shareholders in their extra ordinary general meeting
 held on 13th January, 2011.
 
 GEODESIC GRIDPOINT
 
 Geodesic Gridpoint Energy Private Limited was incorporated with a view
 to develop and promote technology related to energy and measuring and
 monitoring energy usage and efficiency. Your Company is exploring
 opportunities to utilize the talent and research of this company and
 help in providing complete solution to aid energy right from generation
 to distribution and minimizing losses. The company is also exploring
 opportunities in production of non conventional sources of energy and
 other means, so as to enable overall development in the country.
 
 During the year, the authorised capital of the Company was increased
 from Rs. 25,00,000/- to Rs. 50,00,000/- by the shareholders in their
 extra ordinary general meeting held on 10th January, 2011. The Company
 allotted 1,96,000 Equity Shares to Geodesic Limited on 15th February,
 2011. Accordingly, the shareholding of your Company in Geodesic
 Gridpoint Energy Private Limited increased to 2,45,999 Equity Shares.
 
 FOREIGN SUBSIDIARIES
 
 Over the years, your Company has diversified its operation in the
 International Market through mergers, acquisitions, opening of branch
 offices, etc. Your Company has 8 step down subsidiaries including
 Geodesic Information Systems Inc, USA, Geodesic HongKong Limited,
 HongKong, Interactive Network International, British Virgin Islands,
 Publicidad Digital SA, Uruguay, Zomo Technologies Limited, British
 Virgin Islands, Spokn Communications Pte. Limited, Singapore, Geodesic
 Technology FZE, Dubai, Emiloto Associated Inc., Panama.
 
 2 Companies were added to the Geodesic family during the year namely
 Spokn Communications Pte. Limited, Singapore and Zomo Technologies
 Limited, British Virgin Islands.
 
 SPOKN COMMUNICATION PTE. LIMITED
 
 Spokn Communication Pte. Limited, Singapore is the most comprehensive
 service internet telephony service to date with a host of breakthrough
 features that will change the way voice communications is used forever.
 Spokn is a new generation service that is a true bridge between
 traditional Public Switched Telephone Network (PSTN) and Voice over
 Internet Protocol (VoIP) services. Spokn frees internet telephony from
 the tyranny of the computer giving users the benefit of inexpensive
 internet calling rates on a wide variety of devices – mobile phones,
 smart phones, regular land lines in addition to computers. The Spokn
 users can receive incoming calls on any or all of these devices
 simultaneously, keeping Spokn users in touch whether they are online or
 not.
 
 Your Directors strongly believe that Spokn has the potential to redefine
 the way voice communications and internet synergize. Spokn completes
 Geodesic''s suite of communication services adding Voice to the current
 portfolio of email, Internet Messaging(IM) and SMS offerings keeping
 Geodesic in the forefront of communications providers.
 
 ZOMO TECHNOLOGIES LIMITED
 
 Zomo Technologies Limited was incorporated in British Virgin Islands.
 It serves as an investment arm for your company in the area and helps
 in identifying prospective technology companies that will help synergy
 with your company''s business.
 
 ASSOCIATE COMPANY
 
 REPUBLIQUE MEDIA PRIVATE LIMITED
 
 Republique Media Private Limited, an associate company of Filmorbit.com
 India Private Limited, is India''s ONE stop for Online Anti-Piracy
 Solutions for Films, Television and other Content dissemination
 channels. It has affliation with over 10 Indian Production houses and
 has recently commenced operations in South India.
 
 The solutions offered by Republique Media Private Limited are highly
 scalable and counter all technologies used by internet pirates
 including Blogs, Websites, Cyberlockers, Link Sites, Social Forums,
 Newsgroups and all major P2P Networks.
 
 The successful projects for controlling Online Piracy for many films
 includes Housefull, Rajneeti, Raavan, Once Upon A Time In Mumbaai,
 Dabangg, Rakht Charitra, Golamaal 3, Dhobi Ghat, Pyaar Ka Punchnama,
 Shaitan, Chillar Party. Republique Media Private Limited also has
 exclusive partnerships with the world best in Anti-Piracy; DtecNet
 which is used by the MPAA,
 
 RIAA, IFPI and the BSA to fight piracy. Republique Media delivers
 services that our vastly superior in Scale, Accuracy and Effectiveness
 and is capable of eliminating up to 90% of Online Piracy.
 
 ITM DIGITAL PRIVATE LIMITED
 
 ITM Digital Private Limited was incorporated as a Joint Venture Company
 between ZEE Entertainment Enterprises Limited and Geodesic Limited to
 offer applications for delivery of content to mobile and Internet
 devices through Mundu TV. This company was to address the hugely
 growing market for multimedia content convergence across Internet,
 Television and Mobile phones. Due to change of views and methodologies
 of functioning, the JV agreement was mutually terminated. Also, your
 Company''s holdings in ITM Digital Private Limited was transferred to
 ZEEL as a mark of Separation.
 
 SECTION 212
 
 The Ministry of Corporate Affairs, Government of India, vide its
 General Circular No. 2/2011 dated 8th February, 2011 has granted
 General Exemption to attach various documents in respect of subsidiary
 companies, as set out in sub-section (8) of Section 212 of the
 Companies Act, 1956. Accordingly, the Balance Sheet, Profit and Loss
 Account and other documents of the subsidiary companies are not being
 attached with the Balance Sheet of the Company. However, on request in
 writing, the Company will make available the Annual Accounts of the
 subsidiary companies and the related detailed information to any member
 of the Company and its subsidiaries who may be interested in obtaining
 the same. The Consolidated Financial Statements presented by the
 Company include financial results of its subsidiary companies. A
 statement as required under the section disclosing the details of the
 subsidiaries are attached herewith.
 
 COMPANY FINANCE
 
 Equity Share Capital
 
 The paid up equity share capital of your Company is Rs. 1802.83 Lacs
 divided into 90,141,349 equity shares of Rs. 2/- each from Rs. 1844.88
 Lacs divided into 92,243,799 shares of Rs. 2/- each (as on 31st March,
 2010). During the year, your Company bought back 21,05,000 Equity
 Shares of Rs. 2/- on account of Buy – Back of securities.  2,550 Equity
 Shares were allotted to the employees of your Company on account of
 ESOP Conversion. The In – Principle approvals from The Stock Exchanges
 were taken and the securities were duly listed.
 
 The Capital Evolution of your Company during the year is as follows:
 
 Particulars                        No of shares           Total
 
 Bal as on 1st April, 2010            9,22,43,799      9,22,43,799
 
 Less : Buy –  Back of Shares           21,05,000      9,01,38,799
 
 Add: ESOP Conversion                       2,550      9,01,41,349
 
 BUYBACK OF EQUITY SHARES
 
 The Board of Directors of your Company, in its meeting on 26th
 November, 2010, declared the completion of Buy Back process. Your
 Company bought back 21,05,000/- Equity shares aggregating to Rs.
 207,077,740/- (Rupees Twenty Crores Seventy Lakh Seventy Seven Thousand
 Seven Hundred Forty Only) which is within the limits specified. The
 company bought back 2.28 % of its pre buyback equity in the entire
 process.
 
 FCCB ISSUE
 
 Your Company had issued US5 million unsubordinated, unsecured
 Foreign Currency Zero Coupon Convertible Bonds due 2013 (the Bonds).
 The Bonds are listed on the official list of the Singapore Exchange
 Securities Trading Ltd (SGX-ST) (the Singapore Stock Exchange). Your
 Company has repurchased US$ 11.5 Million face value of FCCB, listed on
 the Singapore Stock Exchange, in accordance with the A.P. (DIR Series)
 Circular No. 39 dated 8th December, 2008 (the Circular) issued by the
 Reserve Bank of India. As on date of this report Bonds with the nominal
 value of US$ 113.5 million are outstanding.
 
 EMPLOYEE STOCK OPTIONS
 
 An ESOP, Employee Stock Option Plan, is an employee benefit plan which
 allows the employees of the company to hold part ownership of the
 company and also become beneficiaries of the company''s stock. Your
 Company believes that ESOPs are the most effective form of synergizing
 the interests of the employees and corporate entity they work for. It
 is this synergy which motivates employees to give that indefinable
 extra bringing sustained growth and profitability. SEBI has issued
 guidelines on issue of Employee Stock Option Plan in light of
 continuous evolution in India and abroad.  Accordingly, Your Company
 implemented the Employees Stock Option Scheme namely Geodesic Employee
 Stock Options Plan, 2002 in accordance with the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines).
 
 GEODESIC EMPLOYEES STOCK OPTIONS PLAN 2002
 
 As on 31st March, 2011, out of the total options granted and vested,
 employees have exercised 2,550 options that are converted into even
 number of equity shares of Rs. 2/- each. A total of 34,37,118 options
 are outstanding to be exercised under the ESOP plan as on 31st March,
 2011.
 
 Neither any employee has been granted Options equal to or exceeding 1%
 of the issued capital (excluding outstanding warrants and conversions)
 of your Company at the time of grant, nor has any employee been granted
 Options amounting to 5% or more of the total Options granted during the
 year.
 
 Disclosure required under SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme), Guidelines, 1999 as to the status of
 options as on 31st March, 2011:
 
 a) As on 1st April 2010, options granted 36,32,715 options and not
 exercised (in force)
 
 b) Options granted during the year: NIL
 
 c) Pricing formula: Market price as per SEBI guideline as on date of
 grant
 
 d) Options vested: 5,00,000 options
 
 e) Options exercised 2,550 options convertible into equity shares of
 Rs. 2/- each
 
 f) Total number of shares arising as a result of exercise of options
 2,550 converted into equity shares of even number of Rs. 2/- each.
 
 g) Options lapsed 1,93,047 options h) Variations of terms of options
 NIL
 
 i) Money realized by exercise of options: Rs. 2.17 Lakhs
 
 j) Total number of options in force: 34,37,118 options convertible into
 Rs. 2/- each (options granted but not exercised)
 
 k) Employee-wise details of options granted to :
 
 (1) Senior managerial personnel: (details enclosed) NIL 
 
 (2) Any other employee who receives a grant in any one year of options
 amounting to 5% or more of option granted during that year (details
 enclosed)  NIL 
 
 (3) Identified employees who were granted options, during any one year,
 equal to or exceeding 1% of the issued capital (excluding outstanding
 warrants and conversions) of your Company at the time of grant NIL
 
 l) Diluted EPS pursuant to issue of shares on exercise of options
 calculated in accordance with Accounting Standard (AS) 20 is 25.67
 
 Details of exercise price for stock Options outstanding at the end of
 the year are:
 
 Year End        Range of        No. of       Weighted       Weighted
                 Exercise        Options      average        average
                 Price (Rs.)     Outstan-     remaining      exercise
                                 ding         contractual    price
                                              life (in 
                                              months)         (Rs.)
 
 31 March 11     Rs. 26.81       3,437,118      79.62         140.63
 
                 – Rs. 210.05
 
 31 March 10     Rs.  79.82      36,32,715      91.80         140.97
 
                 – Rs. 210.05
 
 LISTING OF EQUITY
 
 Your Company''s equity scrip is listed on the NSE (National Stock
 Exchange of India Limited) and BSE (The Bombay Stock Exchange Limited,
 Mumbai) scrip code being GEODESIC in NSE and 503699 in BSE.  The entire
 paid up equity capital is listed on both the exchanges as on date.
 
 Your scrip forms a part of BSE 500 and BSE SMLCAP indices on BSE.
 
 FIXED DEPOSITS
 
 Your Company had not accepted any fixed deposit from the public during
 the year under review.
 
 DIRECTORS
 
 Your Company has an optimum mix of 3 Executive and 3 Non-Executive
 Directors as on 31st March, 2011 in consonance with Clause 49 relating
 to Corporate Governance of the Listing Agreement with the Stock
 Exchanges.
 
 Mr. G. Krishnan, Non-Executive and Independent Director of the Company
 resigned from Directorship w.e.f. 9th April, 2011 due to his
 preoccupation. Your Board places on record its sincere appreciation for
 the remarkable efforts and support provided by him.
 
 The terms of employment expired for Mr. Prashant Mulekar, Executive
 Director, Mr. Pankaj Kumar, Chairman and Mr. Kiran Kulkarni, Managing
 Director of the Company, on 9th April 2011 and 13th July 2011
 respectively. It was renewed for Mr. Prashant Mulekar for a further
 period of 5 years at same terms and conditions as were laid down in the
 previous employment agreement by the Board of Directors in their
 meeting held on 7th April, 2011 and Mr. Pankaj Kumar and Mr. Kiran
 Kulkarni on 11th July, 2011 subject to the approval of the shareholders
 in the ensuing Annual General Meeting. A resolution seeking confrmation
 of the renewal of term of employment of the above 3 Directors has been
 incorporated in the Notice of the ensuing Annual General Meeting for
 the shareholders to regularize the renewal.
 
 Mr. Prashant Mulekar retire by rotation at the ensuing Annual General
 Meeting and being eligible offer himself for reappointment in terms of
 provisions of Articles of Association of the Company. Resolution for
 his re- appointment will be placed for your approval at the ensuing
 Annual General Meeting. The brief resume/ details relating to the Mr.
 Prashant Mulekar is furnished in the explanatory statement as an
 annexure to the Notice of the ensuing Annual General Meeting.
 
 HUMAN RESOURCE
 
 At Geodesic, employees are the key driving force of the organization.
 We have set up a scalable recruitment and resource management process
 which enables us to attract and retain high caliber employees.
 
 We have been able to attract some of the best minds in the country by
 recruiting from top engineering colleges, like various IITs and VJTI.
 We have also been able to attract talent from the industry from top
 B-schools like IIM with rich experience in their domain areas. Our
 employee strength worldwide is more than 700, with people at various
 levels joining regularly.
 
 We have managed to attract the best brains in the industry. We have
 strengthened the senior management team, the product management team,
 the software engineering department and the marketing department.
 During the fiscal year 2011, we have hired more than 70 people.
 
 We strongly believe that highly trained and motivated people are not
 only critical to success, but are also a key driving force to the
 organization. To achieve this, we focus on attracting and retaining the
 best possible people. We nurture talent, motivate indigenous
 innovation, promote leadership development, implement corporate-wide
 recruiting, training, performance evaluation and compensation programs
 that are tailored to address the needs of each of our business
 segments.  Our Human Resource department is centralized at our
 corporate headquarters in Mumbai.
 
 Our performance management system is primarily based on values and
 competencies. At the apex level, we closely monitor the growth and
 development of the top talent in the organization so that their
 personal ambitions and the organizations aspirations are closely
 matched.
 
 GEODESIC CULTURE
 
 The work culture at Geodesic involves challenges, healthy competition,
 constructive rule-breaking, and above all, fun. Each employee becomes a
 part of the Geodesic family, which extends beyond the boundaries of
 work. High retention has been achieved by continuously upgrading the
 competencies of the employees while our focused initiatives at creating
 a work life balance also serves as a powerful tool to increase
 retention in addition to other factors such as best pay packages and
 entrepreneurial work styles.  Despite the entire economy reeling under
 high attrition rates, we take great pride in saying that the attrition
 rate at Geodesic is very low.
 
 Geodesic''s emphasis on innovation and commitment to cost containment
 means each employee is a hands-on contributor. There''s little in the
 way of corporate hierarchy and everyone wears several hats. At
 Geodesic, we believe in transparency, flexibility, interaction,
 integration of thoughts, ideas, culture, values and results across the
 organization irrespective of the hierarchy. Though growing rapidly,
 Geodesic still maintains a small company feel.  Almost everyone eats at
 the Geodesic cafι, sitting at the table enjoying conversations with
 colleagues and friends from various departments.
 
 KNOWLEDGE MANAGEMENT
 
 Knowledge Management (KM) at Geodesic allows Geodesic Minds to tie
 together the collective experiences and knowledge towards better
 product delivery, individual and organizational excellence.
 
 Our culture resonates with our goals to create an open and transparent
 organization in which knowledge is created and shared in a supportive
 environment where creativity and innovation are highly valued. Geodesic
 Minds are encouraged to bring forward any idea for improvement or
 innovation.
 
 PARTICULARS OF EMPLOYEES
 
 The Ministry of Corporate Affairs has vide notification dated 31st March
 2011 enhanced the limits for the purpose of disclosure of particulars
 of employees in Directors report as requisite under Section 217 (2A)
 read with Companies (Particulars of Employees) Rules, 1975 from the
 existing limit of Rs. 24 lakh per year or Rs. 2 lakh per month to Rs.
 60 lakh per year or Rs. 5 lakh per month.
 
 Accordingly, none of the employees of your Company were in receipt of
 remuneration during the financial year 2010-11 in excess of the sum
 prescribed.
 
 CORPORATE GOVERNANCE
 
 Your company perceives Corporate Governance as an endeavor for
 transparency, and a wholehearted approach towards establishing
 Professional
 
 Management, aimed at continuous enhancement of Shareholders'' value.
 
 The Company is fully aware of the significance of Corporate Governance
 in business management.  In Geodesic, it represents value framework,
 ethical framework and the moral framework under which the decisions are
 taken. Hence, Corporate Governance is high on the agenda of the
 Company''s Board.
 
 The Company has been complying with the conditions of Corporate
 Governance as stipulated in Clause 49 of the Listing Agreement.
 Further, the Board of Directors constituted a Committee known as
 Corporate Governance Committee, which recommends the best practices in
 the Corporate Governance.
 
 DEMATERIALIZATION OF SHARES
 
 Dematerialisation is the process of converting physical shares (share
 certificates) into an electronic form.  Shares once converted into
 dematerialised form are held in a Demat account.
 
 As per SEBI directive the equity shares are to be traded in demat mode
 compulsorily by all investors w.e.f. 26th June, 2000.
 
 Your Company has entered into an agreement with National Securities
 Depository Limited (NSDL) and Central Depository Services (India)
 Limited (CDSL) for dematerialization of its shares. Company›s shares
 are eligible for dematerialization in both NSDL Depository System and
 CDSL Depository System.
 
 The ISIN of the scrip is INE371D01029. As on 31st March, 2011, 99.75%
 of the total equity capital of the Company was held in dematerialized
 form.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO U/S 217(e) OF THE COMPANIES ACT, 1956.
 
 a) Conservation of Energy
 
 Being a software company, Company''s operations and administration
 require electrical energy for power supply to computer systems, in air
 conditioning, and lighting, which are not energy intensive. During the
 current financial year the Company has undertaken significant measures 
 to reduce the energy consumption by using energy- efficient machines and
 equipment.  The Company also undertakes evaluation of latest technology
 and invests in making its infrastructure more energy efficient. A is not
 applicable for software industry.
 
 b) Technology Absorption: Not Applicable
 
 c) Foreign Exchange Earnings And Outgo
 
 Your Company has started operations in SEEPZ, Andheri (East), Mumbai
 from end of September, 2008 which is a SEZ (Special Economic Zone),
 which entitles your Company to enjoy 100% tax holiday for exports under
 Section 10A of the Income Tax Act, 1961 until March 2019. The export
 performance of your Company scaled well. The information on Foreign
 Exchange earnings and outgo is contained in schedule 22 to Accounts.
 
 AUDITORS
 
 The Auditors M/s Borkar & Muzumdar, Chartered Accountants (Regn No.
 101569w) retire at the conclusion of the ensuing Annual General Meeting
 and have confrmed their eligibility for their re-appointment.  Your
 Board recommends their reappointment as Statutory Auditors of the
 Company at a remuneration mutually agreed upon.
 
 The report of Auditors and notes forming part of the Accounts are
 attached along with the Annual Report.  There are no qualifications in
 the Audit Report and Notes are self – explanatory.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 confrm that:
 
 - in the preparation of the annual accounts, the applicable accounting
 standards have been followed and that there are no material departures;
 
 - they have, in selection of accounting policies, consulted the
 statutory auditors and have 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 your company at the end
 of the financial year ended 31st March, 2011 and of the profit of the
 company for that year;
 
 - they have taken proper and sufficient care to the best of their
 knowledge and ability 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;
 
 - they have prepared the annual accounts on a going concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to thank all shareholders and business partners,
 your Companys bankers, financial institutions, regulatory bodies and
 other business constituents for their continued support and valuable
 co- operation.
 
 Your Directors wish to place on record their appreciation for the
 efforts and contributions of the Company''s executives, officers,
 consultants and staff, for ensuring that the Company continues to grow
 and excel.
 
 Your Directors also express their gratitude to investors for the faith
 that they continue to repose in the Company.
 
                                On Behalf of the Board of Directors
 
                              Pankaj Kumar            Kiran Kulkarni
 
                              Chairman                Managing Director
 
 Place: Mumbai
 
 Dated: 29th August, 2011