1.  We have audited the attached Balance Sheet of GEOMETRIC LIMITED as
 at March 31, 2011, the Profit and Loss Account and the Cash Flow
 Statement of the Company 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 that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, issued
 by the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956, we annex hereto a statement on the matters
 specified in paragraphs 4 and 5 of the said Order.
 
 4.  Without qualifying our opinion, we draw attention to note 8 of
 Schedule 17: Notes to Accounts regarding loans to a subsidiary of Rs.
 538,231,292 (previous year - Rs. 594,094,085) and debts due from the
 subsidiary amounting to Rs. 879,661,684 (previous year - Rs.
 777,576,645). As stated in the said note, the above loans and debts due
 from the subsidiary, in spite of the erosion in net worth, are
 considered to have a value on realization in the ordinary course of
 business at least equal to the amount at which they are stated. The
 management has implemented various cost reduction measures and revamped
 the business thereof and is proposing a restructuring of the
 investments and repatriation of the dues.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 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 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 such
 books.
 
 c) The Balance Sheet, 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 comply with the Accounting
 Standards referred to in sub-section (3C) of Section 211 of the
 Companies Act, 1956.
 
 e) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with the 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) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 6. On the basis of the written representations received from the
 directors as on March 31, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011, from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956.
 
 Annexure to the Auditors'' Report
 
 As required by the Companies (Auditor''s Report) Order, 2003, issued by
 the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956, we further report that:
 
 1.  a) The Company has maintained proper records
 
 showing full particulars, including quantitative details and situation
 of fixed assets.
 
 b) The fixed assets were physically verified by the management. In our
 opinion the frequency of such verification is reasonable having regard
 to the size of the Company and the nature of its assets. The
 discrepancies noticed were not material and have been properly dealt
 with in the books of accounts.
 
 c) In our opinion, the Company has not disposed off a substantial part
 of its fixed assets during the year, so as to affect the going concern
 assumption.
 
 2. The Company being a service company, does not have any physical
 inventory, thus the provisions of clause 4(ii) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the Company.
 
 3. a) The Company has granted unsecured loans to
 
 a party listed in the register maintained under Section 301 of the
 Companies Act, 1956. The maximum balance outstanding during the year
 was Rs. 624,303,939 and balance outstanding as at the year end wasRs.
 538,231,292.
 
 b) In our opinion, the rate of interest and other terms and conditions
 on which the unsecured loans have been granted to the above mentioned
 party listed in the register maintained under Section 301 of the
 Companies Act, 1956, are not prima facie prejudicial to the interest of
 the Company.
 
 c) According to the information and explanations given to us, the
 repayment of the principal amount is to commence as per mutually agreed
 terms, which has not commenced till date. The party to whom the Company
 has granted loans is generally regular in payment of interest thereon.
 
 d) As the repayment schedule has not commenced, there are no overdue
 amounts exceeding Rs. One lakh.
 
 e) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate 
 with the size of the Company and the nature of its business, for the 
 purchase of computers and other equipment and for the sale of software 
 and services. Further, on the basis of our examination of the books 
 and records and the information and explanation given to us, we have 
 not come across any continuing failure to correct major weaknesses in 
 the internal control system.
 
 5.  a) Based upon the audit procedures applied by us
 
 and according to the information and explanations given to us, we are
 of the opinion that the particulars of contracts or arrangements
 referred to in Section 301 of the Companies Act, 1956, have been
 entered in the register maintained under that section.
 
 b) In our opinion and according to the information and explanations
 given to us, having regard to the explanation that many items are of as
 special nature and their prices cannot be compared with alternative
 quotations, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956 have been made at prices which are reasonable,
 having regard to prevailing market prices at the relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 within the meaning of Section 58A, 58AA, or any other relevant
 provisions of the Companies Act, 1956 and the rules framed thereunder.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 8.  According to the information and explanations given to us, the
 maintenance of cost records has not been prescribed by the Central
 Government under Section 209(l)(d) of the Companies Act, 1956, for any
 of the activities of the Company.
 
 9.  a) According to the information and explanations
 
 given to us and the records examined by us, the Company is regular in
 depositing undisputed statutory dues, including dues pertaining to
 provident fund, investor education and protection fund, income-tax,
 sales tax, wealth tax, service tax, custom duty, cess and any other
 statutory dues with the appropriate authorities. According to the
 information and explanations given to us, no undisputed payable in
 respect of the above dues were outstanding as at the end of the 
 financial year, for a period of more than six months from the date 
 they became payable.
 
 b) According to the information and explanations given to us, there are
 no dues of income-tax, sales tax, wealth tax, service tax, customs
 duty, excise duty or cess which have not been deposited on account of
 any dispute, other than the following:
 
 Name of Statute        Nature of Dues              Amount (Rs.)
 
 Income-tax Act, 1956   Income-tax                   178,109,364 
 
 Central Excise and     Duty Payable on items            115,650
 Customs Act, 1962      procured Duty Free.         
 
 Central Excise and     Excise duty exemption on       1,023,131 
 Customs Act, 1962      electrical and light 
                        fittings.  
 
 Central Excise and     Wrongful availment of          2,808,670 
 Customs Act, 1962      exemption notification 
                        for proocurement of UPS 
                        system.
 
 Central Excise and     Wrongful availment of duty     1,069,418 
 Customs Act, 1962      exemption in respect of
                        procurement of Modular
                        furniture.
 
 Central Sales Tax,     Sales tax dues on ex-party     2,126,829 
 1956                   assessment 
 
 Bombay Sales Tax,      Sales tax dues on sale of      6,246,046
 1959                   software.  
 
 
 Name of Statute     Period to which the         Forum where dispute
                     amount relates              is pending
 
 Income-tax Act,     Financial Years 2005-06     Add. Commissioner of
 1956                2007-08                     Income Tax 
 
 
 Central Excise and  Financial Years 1999-2000   Commissioner
 Customs Act, 1962   and 2002-2003               of Central Excise
                                                 (Appeals)
 
 Central Excise and  Financial Years 1995-96     Commissioner
 Customs Act, 1962   and 2002-03                 of Central
                                                 Excise (Appeals)
 
 Central Excise and  Financial Year 1991-92      Add. Commissioner of
 Customs Act, 1962                               Central Excise
 
 Central Excise and  Financial Years 1999-00 to  Joint Commissioner of
 Customs Act, 1962   2000-01                     Central Excise
 
 Central Sales Tax,  Financial Year 2002-03      Deputy Commissioner
 1956                                            Sales Tax
 
 Bombay Sales Tax,   Financial Year 2004-05      Deputy Commissioner
 1959                                            of Sales Tax
 
 10.  The Company does not have accumulated losses as at the end of the
 financial year, nor has it incurred cash losses in the current
 financial year or in the immediately preceding financial year.
 
 11.  According to the information and explanations given to us and
 based on the records produced before us, there has been no default in
 repayment of dues to banks. There are no dues to financial institutions
 or debenture holders.
 
 12.  According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted any loans or advances on the basis of security by way of
 pledge of shares, debentures or other securities.
 
 13.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi mutual benefit
 fund/societies. Therefore, the provisions of clause 4 (xiii) of the
 Companies (Auditor''s Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 14.  In our opinion, the Company has maintained proper records of the
 transactions and contracts in respect of investments purchased and sold
 during the year and timely entries have been made therein. All the 
 investments made by the Company are held in its own name.
 
 15.  According to the information and explanations given to us, the
 Company has given guarantees for loans taken by subsidiaries from
 banks. In our opinion, the terms and conditions of the guarantees are
 not prima facie prejudicial to the interest of the Company.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loan obtained by the Company was applied for the
 purpose for which the loan was obtained.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet, the Cash Flow Statement
 and other records examined by us, the Company has not used funds raised
 on short term basis for long term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 any parties or companies covered in the register maintained under
 Section 301 of the Companies Act, 1956. Accordingly, the provisions of
 clause 4 (xviii) of the Companies (Auditor''s Report) Order, 2003 
 (as amended) are not applicable to the Company.
 
 19.  The Company did not issue any debentures during the year.
 Accordingly, the provisions of clause 4 (xix) of the Companies
 (Auditor''s Report) Order, 2003 (as amended) are not applicable to the
 Company.
 
 20.  The Company has not raised any money through a public issue during
 the year. Accordingly, the provisions of clause 4 (xx) of the Companies
 (Auditor''s Report) Order, 2003 (as amended) are not applicable to the
 Company.
 
 21. Based upon the audit procedures performed by us, to the best of our
 knowledge and belief and according to the information and explanations
 given to us by the Management, no fraud on, or by the Company, has been
 noticed or reported during the year.
 
 For and on behalf of
 Kalyaniwalla & Mistry
 Chartered Accountants Firm Reg. No. 104607W
 
 Viraf R. Mehta
 Partner
 M. No. 32083
 
 Place: Mumbai 
 Date: April 25, 2011.