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Geodesic Ltd.

BSE: 503699 Sector: IT
NSE: GEODESIC ISIN Code: INE371D01029
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Geodesic Ltd. (GEODESIC) - Director Report

Company director report

Directors

YOUR DIRECTORS HAVE THE PLEASURE OF PRESENTING THE 13ST ANNUAL REPORT(POST-DEMERGER) OFYOUR COMPANY DETAILING THE BUSINESS AND OPERATIONS TOGETHER WITH THE AUDITED RESULTS FORTHE FINANCIAL YEAR ENDED 30TH JUNE-2013.

Financial performance

Key aspects of your Company's standalone financial performance for the financial yearended 2012-13 are tabulated below:

(Rs in lac)
Particulars

Financial year ended

30-Jun-2013 (12 months) 31-Jun-2012 re-casted (15 months)
Audited Audited
Net sales/Income from operations 37676.20 79292.17
Other income 55104.03 8972.46
Total income 92780.23 88264.63
Total expenditure 155129.94 7340 8.74
Gross profit before interest depreciation and taxes (62349.71) 14855.89
Finance cost 8289.10 6644.46
Depreciation and amortisation 10877.94 16535.86
Profit before prior period items (81516.75) (8324.43)
Prior period items (83.10) (29.76)
Profit before tax (81433.65) (8294.67)
Tax expense
Current tax (18.47) 44.01
Deferred tax/ (Reversal) (134.58) (125.66)
Net profit after tax (81280.60) (8213.03)
Appropriations:
Balance brought forward 133094.48 113022.86
Transfer to general reserve 20.39 2536.96
Dividend:
Final (equity) - 2304.89
Balance carried to Balance Sheet (81216.31) (8184.64)
Paid-up equity share capital 1806.56 1802.83
Reserves excluding revaluation reserves 39205.13 133094.48
Earnings per share (in B) (90.01) (9.08)
Diluted earnings per share (in B) (89.87) (9.07)
Net sales/Income from operations 37676.20 79292.17

Review of operations:

FY2012-13 was way below the expectations of the Company. Due to the external technologyenvironment and economic slowdown the Company witnessed delay in receivables. The paymentcycles of the Company's customers got stretched. The Company had to write-offapproximately B73 crore towards bad and doubtful debts during the year. As a result theCompany witnessed working capital crunches and reduced its exposure to customer selection.It also started aligning with stronger partners to consolidate its business and ensurerevenue growth. This resulted in a decline in sales and profits of the Company resultingin working capital crunches. In a bid to foster growth Geodesic had availed short-termand working capital loans from financial institutions. Geodesic has not been able tofulfill its obligations towards these loans on their due dates. The Company was also notable to fulfill its statutory dues.

During the year the Company launched new products - RoundTable BBeep and Mundu TVwhich were made available on iPhone 5 iOS6 and Windows 8 platforms. Channels such asColors MTV History Channel TV18 CNN IBN and ETV were added to its suite. New versionsof its entertainment products including Mundu Radio and TV were launched with socialnetworking features on various platforms including the Nokia Asha series. New users wereadded across Mundu TV Spokn and Mundu Radio. Spokn launched a new version of the WindowsDesktop dialer. It also launched collect call service that allowed Spokn the subscriber'scontacts from anywhere in the world to make calls to Spokn subscribers without beingcharged for the calls. New version of GeoAmida including a 7" touch screen device waslaunched. This device can be used as tabletop/mobile point-of-sale terminal. During theyear GeoAmida added various customers to its basket for various sectors such astransportation logistics and the poultry industry. GeoAmida devices through CSIInfotech were deployed for payment collection and gas distribution for Gujarat GasCompany Limited one of India's largest private sector players in the gas T&Dbusiness. Several banks including Bank of India Saptagiri Grameen Bank Pallavan GrameenBank and Wainganga Grameen Bank have signed contracts with Geodesic for implementingGeoAmida-based solutions. The client list of GeoAmida also includes Airtel mpay4u (aUK-based company) Wipro TCS Fullerton and PSU banks. GeoAmida devices are also beingused by Mumbai Municipality website's 'Pay and Park' project.

Revision of accounts for the year ended 30th June 2012

The members of the Company approved the Directors' Report on the affairs of the Companyfor the year ended on 30th June 2012 the Balance Sheet as at 30th June 2012 and theProfit and Loss Account for the year ended on 30th June 2012 at the Annual GeneralMeeting held on 11th February 2013. The Company purchases basic modules integrates itinto its products and then sells the integrated workflow modules to customers. Majortechnical deficiencies and bugs were reported in the integrated modules sold by theCompany and these technical issues resulted in operational failures at the client's end.The Company had various discussions with its debtors to salvage the situation and one ofthe options was to agree for a full sales return. To stand by its customers the Companydecided to go in for the aforementioned option. This resulted in heavy losses but allowedthe Company to retain its credibility and be able to prosper again in the future. At thatpoint of time one option for the Company to minimise its losses was to negotiate withcreditors to accept their module licenses back. The Company successfully persuadedcreditors to do so. These entries pertained to FY 2011-12 and so the Company had to reopenthe accounts for the year ended 30th June 2012 and revise them to give effect to the salesand purchase return entries. The revised Audited Annual Accounts would also be for theperiod of 15 months from April 2011 till June 2012. The revised accounts with theAuditor's Report and the Directors' Report thereon are enclosed. The Company seeksadoption of the Revised Annual Accounts for FY ended 30th June 2012 by the members.

Dividend

In view of losses incurred by the Company during the previous fiscal the Company willnot be declaring dividend for FY 2012-13.

However the Company is still committed to declare and pay dividend for FY 2011-12 onobtaining the requisite approvals from the banks/bondholders.

Transfer to Investor Education and Protection Fund (IEPF)

According to Section 205C of the Companies Act 1956 the outstanding amount of thedividend paid to the shareholders should be retained in the unpaid dividend account of theCompany for seven years. At the end of seven years the balance amount should betransferred to the Investor Education and Protection Fund (IEPF) established andmaintained by the Government of India.

Following unpaid and unclaimed dividends were duly transferred to the InvestorEducation and Protection Fund during the reporting period:

Unpaid and unclaimed dividend Amount transferred to IEPF (in Rs)
Final dividend For FY 2004-05 5927.00
Interim dividend For FY 2005-06 37873.80

The Geodesic world

Geodesic is a global corporation making its presence felt across the globe. Geodesichas three Indian subsidiaries two foreign subsidiaries eight foreign step-downsubsidiaries and an Indian associate company. The corporate structure of the Company isexplained below:

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 documentsin respect of subsidiary companies as set out in Sub-section (8) of Section 212 of theCompanies Act 1956. Accordingly the balance sheets profit and loss accounts and otherdocuments of the subsidiary companies are not being attached with the Balance Sheet of theCompany.

However on request in writing the Company will make available the annual accounts ofthe subsidiary companies and the related detailed information to any member of the Companyand its subsidiaries who may be interested in obtaining the same. The ConsolidatedFinancial Statements presented by the Company include financial results of its subsidiarycompanies. A statement as required under the section disclosing the details of thesubsidiaries is attached herewith.

Company finance

Equity share capital

The paid-up equity share capital of the Company is B 1 806.56 lac divided into90327847 Equity Shares of B 2 each as on 30th June 2012. During the year the Companyallotted 186498 Equity Shares to the employees upon exercise of stock options.

Buyback of Equity Shares

The Board of Directors of your Company in its meeting held on 27th November 2012recommended buy back of up to 25% of the outstanding Equity Shares of the Company at amaximum buyback price of B 75 per share. The same would require the approval of theShareholders through Postal Ballot. The Company intends to proceed with the buybackprocess post fulfilling its financial dues.

FCCB issue

The Company has issued US$125 million worth of unsubordinated unsecured foreigncurrency zero coupon convertible bonds due 2013 (the 'Bonds'). The bonds are listed on theofficial list of the Singapore Exchange Securities Trading Ltd (SGX-ST) (the SingaporeStock Exchange). Geodesic has repurchased US$11.5 million face value of FCCBs listed onthe Singapore Stock Exchange in accordance with the A.P. (DIR Series) Circular No. 39dated 8thDecember 2008 (the 'Circular') issued by the Reserve Bank of India. As on dateof this report Bonds with the nominal value of US$113.5 million are outstanding.

Legal battle

During the year due to the Company's cash flow coupled with subsidiary restructuringand foreign exchange losses it was not able to fulfill its financial obligations towardsbank dues redemption of FCCBs and dues towards creditors. As a result various bankscreditors and the bondholders filed cases against the Company in the court of law. As onthe date of this Annual Report following cases have been filed against the Company:

Name of the party Court
Standard Chartered Bank Bombay High Court
Barclays Bank Bombay High Court and Debt Recovery Tribunal
ICICI Bank Bombay High Court and Debt Recovery Tribunal
HDFC Bank Metropolitan Magistrate Court and Debt Recovery Tribunal
Citibank High Court Bombay and London
AXIS Bank Metropolitan Magistrate Court
Times Internet Limited Bombay High Court
Simmtronics Semiconductors Ltd Bombay High Court

The Bombay High Court has passed the order in case of Times Internet Limited. Thebondholders through the trustees of the bonds Citibank N. A. London has filed casesagainst the Company in Bombay High Court and London High Court. The London High Court haspassed a summary judgment. The Bombay High Court has passed an order on 7th April 2014.The Company is evaluating the order in consultation with its legal team and discussing onfurther steps to be taken in this regard. The Company is contesting the claims of the restof the cases in consultation with legal experts.

Employee stock options

The Geodesic employee stock options plan 2002 expired during the year. The Board ofDirectors through circular resolution passed on 17-Oct-2012 allotted 186498 EquityShares to the employees upon exercise of options already granted to them.

Geodesic employees stock options plan 2002

As on 30th June 2013 a total of 2307886 options are outstanding to be exercisedunder the ESOP plan.

Neither any employee has been granted options equal to or exceeding 1% of the issuedcapital (excluding outstanding warrants and conversions) of the Company at the time ofgrant nor has any employee been granted options amounting to 5% or more of the totalOptions granted during the year.

Disclosure required under SEBI (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999 as to the status of options as on 30th June 2013:

a) As on 1st July 2012 options granted and not exercised (in force) 3050618 options convertible into B 2 each (options granted but not exercised)
b) Options granted during the year Nil
c) Pricing formula Market price as per SEBI guidelines as on the date of the grant
d) Options vested: Nil
e) Options exercised 186498
f) Total number of Equity Shares arising as a result of exercise of options 186498
g) Options lapsed 556254
h) Variations of terms of options Nil
i) Money realised by exercise of options Nil
j) Total number of options in force as on 30th June 2013 2307886 options convertible into B2 each (options granted but not exercised)
k) Employee-wise details of options granted to :
(1) Senior managerial personnel 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 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 (89.83)

Details of exercise price for stock options outstanding at the end of the year are:

Year end Range of exercise price (Rs.) Number of options outstanding Weighted average remaining contractual life (in months) Weighted average exercise price (Rs.)
30th June 2013 B 26.81 - B 210.05 2307886 61.74 146.75
30th June 2012 B 26.81 - B 210.05 3050618 69.45 140.17

Listing of equity

Geodesic'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 and503699 in BSE. The entire paid-up equity capital is listed on both the Stock Exchanges.

Fixed deposits

Geodesic has not accepted any fixed deposits from the public during the year underreview.

Directors

During the year three Non-Executive Directors - Mr. Nitin Potdar Mrs. Radhika Pereiraand Mr. Vinod Sethi resigned on 4th December 2012 11th February 2013 and 16th May 2013respectively due to preoccupation. The Board of Directors of the Company places on recordits sincere appreciation for the remarkable efforts and support provided by the Directors.

Currently the Company has three Executive Directors viz. Mr. Pankaj Kumar - ChairmanMr. Kiran Kulkarni - Managing Director and Mr. Prashant Mulekar Executive Director. TheDirectors of the Company are in the process of appointing Non-Executive and IndependentDirectors to ensure compliance with the provisions of the Companies Act 2013 andsubsequently the Listing Agreement.

Mr. Prashant Mulekar retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment in terms of the provisions of the Articlesof Association of the Company. Resolution for his reappointment will be placed forapproval at the ensuing Annual General Meeting. The brief resume/details relating to Mr.Prashant Mulekar is furnished in the Notes to the Notice of the ensuing Annual GeneralMeeting.

Human resource

We are committed towards making Geodesic a 'great place to work' through the pursuit ofdriving 'employee engagement' across multiple platforms events and extensive employeecommunication initiatives involving not just the employees but also their families. Thisis aimed at increasing the happiness quotient of our employees enhance retention andboost the engagement score thereby leading to qualitative and quantitative augmentationin terms of our products and services and thus creating satisfied customers.

Our continuous efforts have been mediated towards re-engineering our organisation interms of workflow and processes and enhancing automation consequently enabling us toevolve into an efficient productive and agile corporate entity.

The Company regards human resources as a priceless asset. The Company encourages aperformance-driven culture and enables the employees with focused training at regularintervals. Further the training needs of the staff are periodically assessed and trainingprogrammes are conducted using internal resources.

We are relentlessly driving capability leadership and culture building and acquiringdeveloping and retaining quality talent. Our leadership development process is alignedwith the core organisational values which involves identifying high potential talentperiodically and initiating necessary timely interventions to help them take on largerresponsibilities and roles.

Our global employee base includes people from diverse educational socioculturalreligious backgrounds and nationalities. Our emphasis this year and going forward has beenon creating and nurturing value.

It is this dynamism that has enabled us to reach where we are. The real strength ofGeodesic lies in its ability to innovate add vigour and diversify.

Geodesic culture

As Geodesicians we take the initiative and go forward with a clear focus on apredetermined set of values. We believe in integrity transparency collaboration speedand agility customer focus entrepreneurship and respect and dignity.

A perfect blend of raw talent and experienced professionals from diverse academicbackgrounds: engineering commerce arts mass communication media and animation makeGeodesic a dynamic entity.

Our departmental activities supporting our objectives this year included:

• Review and development of both new and current human resource-related processespolicies and procedures

• Performance management initiatives through implementation of coding test andreading comprehension test to evaluate employee skill sets

• Recruitment and retention of resources

• Training drills for our sales team to make them well-versed with industry trends

• Our CSR activities included participation in the Standard Chartered MumbaiMarathon's Corporate Challenge to raise funds for charity where we supported ProjectCrayons. Our employees also visit old age homes and meet underprivileged children with ahope of bringing a smile in their lives.

Technology innovation and creativity have always been the foundation of our growth andsuccess. Individual as well as corporate performance is strictly measured against theparameters of business strategy market results stakeholder value and thought leadership.

Knowledge Management

Knowledge Management (KM) at Geodesic allows employees to tie together the collectiveexperiences and knowledge towards better product delivery individual and organisationalexcellence through the event 'Geodesic Minds'.

Our culture resonates with our goals to create an open and transparent organisation inwhich knowledge is created and shared in a supportive environment where creativity andinnovation are valued. Geodesic Minds are encouraged to bring forward any idea forimprovement or innovation.

Particulars of employees

The Ministry of Corporate Affairs has vide notification dated 31st March 2011 enhancedthe limits for the purpose of disclosure of particulars of employees in Directors reportas requisite under Section 217 (2A) read with Companies (Particulars of Employees) Rules1975 from the existing limit of B24 lac per year or B2 lac per month to B60 lac per yearor B5 lac per month.

None of the employees of the Company were in receipt of remuneration during thefinancial year 2012-13 in excess of the limits prescribed.

Corporate Governance

The Report on Corporate Governance and the Certificate from the Auditors of the Companyas stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

Dematerialisation 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 aDemat account. As per SEBI directive the equity shares are to be traded in demat modecompulsorily by all investors w.e.f. 26th June 2000.

The Company has entered into an agreement with National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) for the dematerialisation ofits shares. The Company's shares are eligible for dematerialisation in both NSDLDepository System and CDSL Depository System.

The ISIN of the scrip is INE371D01029. As on 30th June 2013 99.75% of the total equitycapital of the Company was held in dematerialised form.

Conservation of energy technology absorption foreign exchange earnings and outgo U/S217(e) of the Companies Act 1956.

a) Conservation of energy

Being a software company the Company's operations and administration requireelectrical energy for power supply to computer systems in air conditioning and lightingwhich are not energy-intensive. During the current financial year the Company hasundertaken significant measures to reduce energy consumption by using energy-efficientmachines and equipment. The Company also undertakes evaluation of latest technology andinvests in making its infrastructure more energy efficient. Form A is not applicable forthe software industry.

b) Technology absorption:

Not applicable

c) Foreign exchange earnings and outgo

We have started operations in SEEPZ Andheri (East) Mumbai from the end of September2008 which is an SEZ (Special Economic Zone) unit that entitles your Company to enjoy100% tax holiday for exports under Section 10A of the Income Tax Act 1961 untilSeptember 2013 and 50% thereafter till March 2019. The export performance of your Companyscaled well. The information on foreign exchange earnings and outgo is contained inSchedule to Accounts.

Auditors

The Auditors M/s. Borkar & Muzumdar Chartered Accountants (Registration No.101569w) retire at the conclusion of the ensuing Annual General Meeting and have confirmedeligibility for their re-appointment. As per the provisions of the Companies Act 2013The Board recommends their reappointment as Statutory Auditors of the Company for a periodof 5 years from the conclusion of this Annual General Meeting till the conclusion of 18thAnnual General Meeting of the Company at a remuneration mutually agreed upon. The reportof Auditors and notes forming part of the Accounts are attached along with the AnnualReport. The Statutory Auditors have made the below qualifications in their Report.

The Statutory Auditors have made the below qualifications in their Report:

a) We are unable to verify the correctness of the write off of B36972.96 lac inrespect of software licences sold to the customers as stated in Note no.1 to theconsolidated financial statements of the Company for the Period. (June 2012 qualification)

b) The Company has shown receipts from the debtors (Geodesic Technology SolutionsLimited wholly owned subsidiary) of B 40544.83 lac and payments to the various creditorsof B 40472.55 lac. It was informed to us by the management that the cheques were notprocessed and therefore were not realised till December 3rd 2012. All these cheques havebecome stale the same have been subsequently reversed. Consequently the debtors andcreditors are understated by B 40544.83 and B 40472.55 respectively and the bank isoverstated by B 16.72 lac. These debtors and creditors have been reversed till June 2013.(June 2012 qualification)

c) We are unable to verify the correctness of the write off of B21300.03 lac (USD38812000) reversed in respect of software licences sold to the customer's as stated inNote no. 1 to the consolidated financial statements of the Company for the year. (June2013 qualification)

d) We are unable to verify the correctness of the write back of B 43700.54 lacreversed in respect of software licences returned to the suppliers as stated in Note no.1 to the consolidated financial statements of the Company for the year. Consequently theloss for the year has been understated to that extent. (June 2013 qualification)

In April 2011 the Company developed a new version of one of their product withadditional features to keep up with the latest changes in technology. However the revisedversion developed certain problems with all the customers.

The Company had put lot of efforts to solve the problems and to provide improvedservices to the customers in spite of all its efforts the Company was unable to offer apermanent solution to the problems faced by the customers. Finally in July 2013 theCompany agreed to reverse all sales made to the customers of the said product from April2011 to avoid further legal action from the customers

This has given a very big set back to the Company so far as the recoveries areconcerned. Due to this action the Company had started negotiations with the parties fromwhom these input licenses were purchased. During this negotiation the Company has takenhelp of the clause mentioned in the agreement entered in to by the Company with thevendors. Ultimately the vendors have agreed for write off of the amount receivable them.The Company had prepared the Deed of Settlement based on the above mentioned clause andgot it notarised. These deeds are kept on the record by the Company to avoid any futurelitigation which may arise.

e) During the year Company has not made the provision for Bad and Doubtful debts asstated in Note no. 2 to the consolidated financial statements of the Company for the yearas per the accounting policy the amount shown as Trade Receivable amounting toUSD38812000. The loss for the year has consequently been understated to that extent.

No provision has been made for the amount shown as trade receivables which is due forover two years from the Company's wholly-owned subsidiary GTSL in respect of supplies madeto them by the Company which GTSL in turn had supplied to its end customers since theCompany is in the process factorisation of the said dues.

f) In the absence of confirmations from any of the third parties (including Company'sforeign subsidiary) in respect of correctness of amount due from/to the Company includingdebtors creditors trade advances other liabilities among others. We are unable statecorrectness thereof.

The Company is in the process of obtaining and providing the required documents andconfirmations to the Statutory Auditors

g) During the year the Company defaulted in repayment of loans/ dues to the financialinstitutions to the tune of B8005.29 lac. Some of the financial institutions have filedwinding up petitions against the Company. The litigation is still pending and we areinformed in a few cases the Company has made a counter claim against the same. Howeverthe ultimate impact is presently unascertainable as stated in note no. 4 to theconsolidated financial statements of the Company for the year.

The financial charges include amounts aggregating to B 3528.16 lac demanded byBarclays Bank and Standard Chartered Bank towards interest and loss on hedging contractson a conservative basis although the same are disputed by the Company. However theCompany has made counterclaims against both the above Banks for excess charges/ profit onhedging contracts aggregating to B9300 lac. The Company has also disputed amounts claimedby ICICI and HDFC Bank against the hedging contracts. The Company is in process of fillinga counter claim against the aforementioned banks also.

h) The Company has raised funds through FCCBs during the year 2008; the same were duefor repayment in the month of January 2013. Till date of the Balance Sheet the Companyhas not been able to discharge this liability. The foreign currency convertible bond(FCCB) holders have through their Trustees filed a winding up petition against theCompany for defaulting on the dues. Bombay High Court has in a decision given on 7thApril 2014 asked the Company to deposit the amount of B972 crore before 28th April 2014in a Citibank branch at London or Singapore. However we are unable to ascertain financialimpact thereof in view of the Company's inability to give relevant information in thisregard.

The Company has made provision for interest on the said bonds at 9% amounting toB2890.11 lac in accordance with the agreement with bondholders from the date of maturitytill the Balance Sheet date and also for the interest payable during the life of the saidbonds.

i) No provision has been made for depletion in the value of Company's investment to theextent of B 6161.32 lac in Geodesic Technology Solutions Ltd GTSL due to losses incurredduring the year as stated in Note no. 6 to the consolidated financial statements of theCompany for the year.

During the year the Company's foreign subsidiaries GTSL and GHL incurred losses. Thisresulted in depletion of the Company's resources in terms of investment in the saidsubsidiaries. However considering the potential of both the subsidiaries the managementdoes not consider it necessary to provide for any depletion in the value of itsinvestments in the said subsidiaries.

j) During the year all the independent directors have resigned from the post ofdirectorship. As on the date of financials the Company has not complied with theconditions as mentioned in Clause 49. Noncompliance with the provisions of corporategovernance in Clause 49 could invite penalties such as fine suspension of trading anddelisting from the stock exchange.

The Company is in the process of identifying and appointing Independent Directors.However with the obligations cast on such Directors under the Companies Bill theeligibility criteria being narrowed and Section 149 of the Companies Act 2013 beingnotified shortly individuals shy away from accepting such positions. Thus it has becomean uphill task to identify an independent Director who complies with Section 149 of theCompanies Act 2013.

k) In the absence of any confirmations in that regard we were unable to verify thecorrectness of Company's Bank Balances including Deposits at their subsidiaries GeodesicTechnology Solutions Ltd (GTSL) and Geodesic Holdings Ltd (GHL) amounting to B3.62 lac& B207.80 lac respectively nor are we able to verify whether these are free of anyencumbrances.

l) In the absence of any confirmations in that regard we were unable to verify thecorrectness of Company's Bank Balances including Deposits at their foreign subsidiariesGeodesic Technology Solutions Ltd (GTSL) and GHL amounting to B46069.50 lac &B67713.18 lac respectively nor are we able to verify whether these are free of anyencumbrances as such we are unable to ascertain the recoverability thereof. (June 2012qualification)

The Company had submitted the bank statements to the Auditors for the purpose. Howeverthe Auditors require the statements to be sent directly to them from the respective banksof the subsidiaries. The Company has already made an application in this regards to therespective banks to forward the statements to the Auditors.

m) In the case of the Hong Kong Subsidiary certain changes were effected in theaccounts for the financial year ended 31st March 2011 to give effect to changes made inthe final audited accounts for the financial year ended 31st March 2010 after the figureswere taken in the original accounts for the period ended 30th June 2012. Consequently theprevious year figures in this Recast Consolidated Financial Statements of the Company showdifference as compared to the original accounts adopted by the AGM on 11th February 2013as under:

i) Net Profit higher by B1752.45 lac

ii) Other Income higher by B70.32 lac

iii) Administrative and Operating Expenses lower by B1682.13 lac

Due to occurrence of certain events post adoption of accounts in the AGM held on 11thFebruary 2013 the Company's subsidiary in Hong Kong was required to effect certainchanges in the accounts for the financial year ended 31st March 2011 to give effect tochanges made in the final audited accounts for the financial year ended 31st March 2010.

n) An amount of B17332.70 lac. (USD 29033000) shown in the audited accounts ofMauritius subsidiary Geodesic Holding Ltd (GHL)under Loans and Advances (as due fromAudrain Commercial Corporation). However in the absence of any confirmation in thatrespect we are unable to state recoverability thereof.

The loan has been given in due course of business.

Directors responsibility statement

Pursuant to Section 217(2AA) of the Companies Act 1956 your Directors confirm that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed and that there have been no material departures;

• They have in selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year ended 30th June 2013 and of the profit of theCompany for that year;

• They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

• They have prepared the annual accounts on a 'going concern' basis.

Acknowledgement

We wish to thank all shareholders and business partners bankers financialinstitutions regulatory bodies and other business constituents for their continuedsupport and valuable cooperation.

We wish to place on record their appreciation for the efforts and contributions of theCompany's executives officers consultants and staff for ensuring that the Companycontinues to grow and excel.

We also express their gratitude to investors for the faith that they continue to reposein the Company.

On behalf of the Board of Directors

Pankaj Kumar

Chairman

Kiran Kulkarni

Managing Director

Place: Mumbai Date: 17th April 2014

Chief Executive Officer (CEO) Managing Director (COO) and Chief Financial Officer(CFO) certification

We Pankaj Kumar Executive Chairman Kiran Kulkarni Managing Director and PrashantMulekar Executive Director of Geodesic Limited to the best of our knowledge and beliefhereby certify that:

(a) We have reviewed the Financial Statements and the Cash Flow Statement for thefinancial year ended 30th June 2013 and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit anymaterial factor contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Company's affairsand are in compliance with existing Accounting Standards applicable laws and regulations.

(b) There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of the Company'sCode of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reportingand we have disclosed to theAuditors and the Audit Committee deficiencies in the design or operation of suchinternalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

(d) We have indicated to the Auditors and the Audit committee:

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the Financial Statements.

Pankaj Kumar Kiran Kulkarni Prashant Mulekar
Chairman Managing Director Executive Director
Place: Mumbai
Date: 17th April 2014