geodesic ltd Directors report

Directors

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

Financial performance

Key aspects of your Companys standalone financial performance for the financial year ended 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	37,676.20	79,292.17
Other income	55,104.03	8,972.46
Total income	92,780.23	88,264.63
Total expenditure	1,55,129.94	73,40 8.74
Gross profit before interest, depreciation and taxes	(62,349.71)	14,855.89
Finance cost	8,289.10	6,644.46
Depreciation and amortisation	10,877.94	16,535.86
Profit before prior period items	(81,516.75)	(8,324.43)
Prior period items	(83.10)	(29.76)
Profit before tax	(81,433.65)	(8,294.67)
Tax expense
Current tax	(18.47)	44.01
Deferred tax/ (Reversal)	(134.58)	(125.66)
Net profit after tax	(81,280.60)	(8,213.03)
Appropriations:
Balance brought forward	1,33,094.48	1,13,022.86
Transfer to general reserve	20.39	2,536.96
Dividend:
Final (equity)	-	2,304.89
Balance carried to Balance Sheet	(81,216.31)	(8,184.64)
Paid-up equity share capital	1,806.56	1,802.83
Reserves excluding revaluation reserves	39,205.13	1,33,094.48
Earnings per share (in B)	(90.01)	(9.08)
Diluted earnings per share (in B)	(89.87)	(9.07)
Net sales/Income from operations	37,676.20	79,292.17

Review of operations:

FY2012-13 was way below the expectations of the Company. Due to the external technology environment and economic slowdown, the Company witnessed delay in receivables. The payment cycles of the Companys customers got stretched. The Company had to write-off approximately B73 crore towards bad and doubtful debts during the year. As a result, the Company witnessed working capital crunches and reduced its exposure to customer selection. It also started aligning with stronger partners to consolidate its business and ensure revenue growth. This resulted in a decline in sales and profits of the Company, resulting in working capital crunches. In a bid to foster growth, Geodesic had availed short-term and working capital loans from financial institutions. Geodesic has not been able to fulfill its obligations towards these loans on their due dates. The Company was also not able to fulfill its statutory dues.

During the year, the Company launched new products - RoundTable, BBeep and Mundu TV, which were made available on iPhone 5, iOS6 and Windows 8 platforms. Channels such as Colors, MTV, History Channel, TV18, CNN IBN and ETV were added to its suite. New versions of its entertainment products including Mundu Radio and TV were launched with social networking features on various platforms including the Nokia Asha series. New users were added across Mundu TV, Spokn and Mundu Radio. Spokn launched a new version of the Windows Desktop dialer. It also launched collect call service that allowed Spokn the subscribers contacts from anywhere in the world to make calls to Spokn subscribers without being charged for the calls. New version of GeoAmida including a 7" touch screen device was launched. This device can be used as tabletop/mobile point-of-sale terminal. During the year, GeoAmida added various customers to its basket for various sectors such as transportation, logistics and the poultry industry. GeoAmida devices, through CSI Infotech, were deployed for payment collection and gas distribution for Gujarat Gas Company Limited, one of Indias largest private sector players in the gas T&D business. Several banks including Bank of India, Saptagiri Grameen Bank, Pallavan Grameen Bank and Wainganga Grameen Bank have signed contracts with Geodesic for implementing GeoAmida-based solutions. The client list of GeoAmida also includes Airtel, mpay4u (a UK-based company), Wipro, TCS, Fullerton and PSU banks. GeoAmida devices are also being used by Mumbai Municipality websites 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 Company for the year ended on 30th June 2012, the Balance Sheet as at 30th June 2012 and the Profit and Loss Account for the year ended on 30th June 2012, at the Annual General Meeting held on 11th February 2013. The Company purchases basic modules, integrates it into its products and then sells the integrated workflow modules to customers. Major technical deficiencies and bugs were reported in the integrated modules sold by the Company and these technical issues resulted in operational failures at the clients end. The Company had various discussions with its debtors to salvage the situation and one of the options was to agree for a full sales return. To stand by its customers, the Company decided to go in for the aforementioned option. This resulted in heavy losses but allowed the Company to retain its credibility and be able to prosper again in the future. At that point of time, one option for the Company to minimise its losses was to negotiate with creditors to accept their module licenses back. The Company successfully persuaded creditors to do so. These entries pertained to FY 2011-12 and so the Company had to reopen the accounts for the year ended 30th June 2012 and revise them to give effect to the sales and purchase return entries. The revised Audited Annual Accounts would also be for the period of 15 months from April 2011 till June 2012. The revised accounts with the Auditors Report and the Directors Report thereon are enclosed. The Company seeks adoption 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 will not be declaring dividend for FY 2012-13.

However, the Company is still committed to declare and pay dividend for FY 2011-12 on obtaining 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 the dividend paid to the shareholders should be retained in the unpaid dividend account of the Company for seven years. At the end of seven years, the balance amount should be transferred to the Investor Education and Protection Fund (IEPF) established and maintained by the Government of India.

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

Unpaid and unclaimed dividend	Amount transferred to IEPF (in Rs)
Final dividend For FY 2004-05	5,927.00
Interim dividend For FY 2005-06	37,873.80

The Geodesic world

Geodesic is a global corporation making its presence felt across the globe. Geodesic has three Indian subsidiaries, two foreign subsidiaries, eight foreign step-down subsidiaries and an Indian associate company. The corporate structure of the Company is explained 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 documents in respect of subsidiary companies, as set out in Sub-section (8) of Section 212 of the Companies Act, 1956. Accordingly, the balance sheets, profit and loss accounts 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 is attached herewith.

Company finance

Equity share capital

The paid-up equity share capital of the Company is B 1, 806.56 lac divided into 90,327,847 Equity Shares of B 2 each as on 30th June 2012. During the year, the Company allotted 1,86,498 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, 2012 recommended buy back of up to 25% of the outstanding Equity Shares of the Company at a maximum buyback price of B 75 per share. The same would require the approval of the Shareholders through Postal Ballot. The Company intends to proceed with the buyback process post fulfilling its financial dues.

FCCB issue

The Company has issued US$125 million worth of 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). Geodesic has repurchased US$11.5 million face value of FCCBs, listed on the Singapore Stock Exchange, in accordance with the A.P. (DIR Series) Circular No. 39 dated 8thDecember, 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.

Legal battle

During the year, due to the Companys cash flow coupled with subsidiary restructuring and foreign exchange losses, it was not able to fulfill its financial obligations towards bank dues, redemption of FCCBs and dues towards creditors. As a result, various banks, creditors and the bondholders filed cases against the Company in the court of law. As on the 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. The bondholders, through the trustees of the bonds, Citibank N. A., London, has filed cases against the Company in Bombay High Court and London High Court. The London High Court has passed 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 on further steps to be taken in this regard. The Company is contesting the claims of the rest of the cases in consultation with legal experts.

Employee stock options

The Geodesic employee stock options plan 2002 expired during the year. The Board of Directors, through circular resolution passed on 17-Oct-2012 allotted 1,86,498 Equity Shares 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 2,307,886 options are outstanding to be exercised under the ESOP plan.

Neither any employee has been granted options equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the 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 30th June 2013:

a) As on 1st July 2012, options granted and not exercised (in force)	3,050,618 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	1,86,498
f) Total number of Equity Shares arising as a result of exercise of options	1,86,498
g) Options lapsed	556,254
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	2,307,886 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	23,07,886	61.74	146.75
30th June, 2012	B 26.81 - B 210.05	30,50,618	69.45	140.17

Listing of equity

Geodesics 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 Stock Exchanges.

Fixed deposits

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

Directors

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

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

Mr. Prashant Mulekar retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment in terms of the provisions of the Articles of Association of the Company. Resolution for his reappointment will be placed for approval 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 General Meeting.

Human resource

We are committed towards making Geodesic a great place to work through the pursuit of driving employee engagement across multiple platforms, events and extensive employee communication initiatives involving not just the employees but also their families. This is aimed at increasing the happiness quotient of our employees, enhance retention and boost the engagement score, thereby leading to qualitative and quantitative augmentation in terms of our products and services and thus creating satisfied customers.

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

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

We are relentlessly driving capability, leadership and culture building and acquiring, developing and retaining quality talent. Our leadership development process is aligned with the core organisational values, which involves identifying high potential talent periodically and initiating necessary timely interventions to help them take on larger responsibilities and roles.

Our global employee base includes people from diverse educational, sociocultural, religious backgrounds and nationalities. Our emphasis this year and going forward has been on creating and nurturing value.

It is this dynamism that has enabled us to reach where we are. The real strength of Geodesic 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 a predetermined set of values. We believe in integrity, transparency, collaboration, speed and agility, customer focus, entrepreneurship and respect and dignity.

A perfect blend of raw talent and experienced professionals from diverse academic backgrounds: engineering, commerce, arts, mass communication, media and animation, make Geodesic a dynamic entity.

Our departmental activities supporting our objectives this year included:

• Review and development of both new and current human resource-related processes, policies and procedures

• Performance management initiatives through implementation of coding test and reading 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 Mumbai Marathons Corporate Challenge to raise funds for charity where we supported Project Crayons. Our employees also visit old age homes and meet underprivileged children with a hope of bringing a smile in their lives.

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

Knowledge Management

Knowledge Management (KM) at Geodesic allows employees to tie together the collective experiences and knowledge towards better product delivery, individual and organisational excellence through the event Geodesic Minds.

Our culture resonates with our goals to create an open and transparent organisation in which knowledge is created and shared in a supportive environment where creativity and innovation are 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 B24 lac per year or B2 lac per month to B60 lac per year or B5 lac per month.

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

Corporate Governance

The Report on Corporate Governance and the Certificate from the Auditors of the Company as 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 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.

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

The ISIN of the scrip is INE371D01029. As on 30th June 2013, 99.75% of the total equity capital of the Company was held in dematerialised 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, the Companys 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 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. Form A is not applicable for the 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 September, 2008, which is an SEZ (Special Economic Zone) unit that entitles your Company to enjoy 100% tax holiday for exports under Section 10A of the Income Tax Act, 1961, until September 2013 and 50% thereafter till March 2019. The export performance of your Company scaled well. The information on foreign exchange earnings and outgo is contained in Schedule 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 confirmed eligibility for their re-appointment. As per the provisions of the Companies Act, 2013, The Board recommends their reappointment as Statutory Auditors of the Company for a period of 5 years from the conclusion of this Annual General Meeting till the conclusion of 18th Annual General Meeting 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. 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 B36,972.96 lac in respect of software licences sold to the customers, as stated in Note no.1 to the consolidated financial statements of the Company for the Period. (June 2012 qualification)

b) The Company has shown receipts from the debtors (Geodesic Technology Solutions Limited, wholly owned subsidiary) of B 40,544.83 lac and payments to the various creditors of B 40,472.55 lac. It was informed to us by the management that the cheques were not processed and therefore were not realised till December 3rd 2012. All these cheques have become stale the same have been subsequently reversed. Consequently the debtors and creditors are understated by B 40,544.83 and B 40,472.55 respectively and the bank is overstated 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 B21,300.03 lac (USD 3,88,12,000) reversed in respect of software licences sold to the customers as stated in Note no. 1 to the consolidated financial statements of the Company for the year. (June 2013 qualification)

d) We are unable to verify the correctness of the write back of B 43,700.54 lac, reversed 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 the loss 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 with additional features to keep up with the latest changes in technology. However, the revised version developed certain problems with all the customers.

The Company had put lot of efforts to solve the problems and to provide improved services to the customers, in spite of all its efforts the Company was unable to offer a permanent solution to the problems faced by the customers. Finally, in July 2013, the Company agreed to reverse all sales made to the customers of the said product from April 2011 to avoid further legal action from the customers

This has given a very big set back to the Company so far as the recoveries are concerned. Due to this action the Company had started negotiations with the parties from whom these input licenses were purchased. During this negotiation the Company has taken help of the clause mentioned in the agreement entered in to by the Company with the vendors. 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 and got it notarised. These deeds are kept on the record by the Company to avoid any future litigation, which may arise.

e) During the year Company has not made the provision for Bad and Doubtful debts, as stated in Note no. 2 to the consolidated financial statements of the Company for the year, as per the accounting policy the amount shown as Trade Receivable amounting to USD38,812,000. 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 for over two years from the Companys wholly-owned subsidiary GTSL in respect of supplies made to them by the Company, which GTSL in turn had supplied to its end customers, since the Company is in the process factorisation of the said dues.

f) In the absence of confirmations from any of the third parties (including Companys foreign subsidiary) in respect of correctness of amount due from/to the Company, including debtors, creditors, trade advances, other liabilities among others. We are unable state correctness thereof.

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

g) During the year, the Company defaulted in repayment of loans/ dues to the financial institutions to the tune of B8,005.29 lac. Some of the financial institutions have filed winding up petitions against the Company. The litigation is still pending and we are informed in a few cases the Company has made a counter claim against the same. However, the ultimate impact is presently unascertainable as stated in note no. 4 to the consolidated financial statements of the Company for the year.

The financial charges include amounts aggregating to B 3,528.16 lac demanded by Barclays Bank and Standard Chartered Bank towards interest and loss on hedging contracts on a conservative basis although the same are disputed by the Company. However, the Company has made counterclaims against both the above Banks for excess charges/ profit on hedging contracts aggregating to B9,300 lac. The Company has also disputed amounts claimed by ICICI and HDFC Bank against the hedging contracts. The Company is in process of filling a counter claim against the aforementioned banks also.

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

The Company has made provision for interest on the said bonds at 9% amounting to B2,890.11 lac in accordance with the agreement with bondholders from the date of maturity till the Balance Sheet date and also for the interest payable during the life of the said bonds.

i) No provision has been made for depletion in the value of Companys investment to the extent of B 6,161.32 lac in Geodesic Technology Solutions Ltd GTSL, due to losses incurred during the year as stated in Note no. 6 to the consolidated financial statements of the Company for the year.

During the year the Companys foreign subsidiaries GTSL and GHL incurred losses. This resulted in depletion of the Companys resources in terms of investment in the said subsidiaries. However considering the potential of both the subsidiaries the management does not consider it necessary to provide for any depletion in the value of its investments in the said subsidiaries.

j) During the year all the independent directors have resigned from the post of directorship. As on the date of financials the Company has not complied with the conditions as mentioned in Clause 49. Noncompliance with the provisions of corporate governance in Clause 49 could invite penalties such as fine, suspension of trading and delisting 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, the eligibility criteria being narrowed and Section 149 of the Companies Act, 2013 being notified shortly, individuals shy away from accepting such positions. Thus it has become an uphill task to identify an independent Director who complies with Section 149 of the Companies Act, 2013.

k) In the absence of any confirmations in that regard we were unable to verify the correctness of Companys Bank Balances including Deposits at their subsidiaries Geodesic Technology 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 any encumbrances.

l) In the absence of any confirmations in that regard we were unable to verify the correctness of Companys Bank Balances including Deposits at their foreign subsidiaries Geodesic Technology Solutions Ltd (GTSL) and GHL amounting to B46,069.50 lac & B67,713.18 lac respectively nor are we able to verify whether these are free of any encumbrances as such we are unable to ascertain the recoverability thereof. (June 2012 qualification)

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

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

i) Net Profit higher by B1,752.45 lac

ii) Other Income higher by B70.32 lac

iii) Administrative and Operating Expenses lower by B1,682.13 lac

Due to occurrence of certain events post adoption of accounts in the AGM held on 11th February, 2013, the Companys subsidiary in Hong Kong was required to effect certain changes in the accounts for the financial year ended 31st March, 2011 to give effect to changes made in the final audited accounts for the financial year ended 31st March, 2010.

n) An amount of B17,332.70 lac. (USD 29,033,000) shown in the audited accounts of Mauritius subsidiary Geodesic Holding Ltd (GHL)under Loans and Advances (as due from Audrain Commercial Corporation). However, in the absence of any confirmation in that respect 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 standards have been followed and that there have been no material departures;

• They have, in selection of the 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 the Company at the end of the financial year ended 30th June 2013 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

We wish to thank all shareholders and business partners, bankers, financial institutions, regulatory bodies and other business constituents for their continued support and valuable cooperation.

We wish to place on record their appreciation for the efforts and contributions of the Companys executives, officers, consultants and staff, for ensuring that the Company continues to grow and excel.

We 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

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 Prashant Mulekar, Executive Director of Geodesic Limited to the best of our knowledge and belief, hereby certify that:

(a) We have reviewed the Financial Statements and the Cash Flow Statement for the financial 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 any material factor contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Companys affairs and 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 by the Company during the year which are fraudulent, illegal or violative of the Companys Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reportingand we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of suchinternal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify 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 have been 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