Board's Report
To The Members
The Directors have pleasure in presenting their report on the business and operations
of the Company for the year ended March 31, 2016.
I. FINANCIAL STATEMENTS AND RESULTS:
a. Financial Results:(Standalone)
The Company's operating performance during the year ended March 31, 2016 as compared to
the previous year is summarized below
Current Year Previous Year |
|
(Rs. in Millions) |
Revenue from Operations and Other Income |
4,767 |
4,168 |
Profit before Interest, Depreciation and Tax |
1,348 |
1002 |
Less : Finance Costs |
(14) |
(8) |
Less : Depreciation and Amortization Expense |
(86) |
(120) |
Profit before Exceptional Items and Taxes |
1,248 |
874 |
Add: Exceptional Items |
- |
- |
Less : Tax adjustment in respect of earlier years |
(8) |
(6) |
Less : Tax Expense |
(263) |
(124) |
Net Profit before Extraordinary Items |
977 |
744 |
Add: Extraordinary Items and Prior Period Items |
- |
- |
Net Profit |
977 |
744 |
Surplus brought forward |
2,545 |
2,051 |
Profit available for Appropriation |
3,522 |
2,795 |
APPROPRIATIONS |
|
|
Interim Dividend |
195 |
- |
Proposed Final Dividend |
- |
162 |
Dividend Distribution Tax |
- |
33 |
Depreciation on assets whose remaining useful life is Nil, recognized in retained
earning |
- |
1 |
Transfer to General Reserve |
|
75.00 |
Reversal of excess provision for Dividend Distribution Tax of previous year |
(33) |
(21) |
Surplus carried forward |
3,360 |
2,545 |
TOTAL |
3,522 |
2,795 |
b. Financial Results: (Consolidated)
The Company's operating performance during the year ended March 31, 2016 as compared to
the previous year is summarized below:
|
|
(Rs. in Millions) |
Current Year Previous Year |
|
|
Revenue from Operations and Other Income |
12,826 |
11,213 |
Profit before Interest, Depreciation and Tax |
2,258 |
1,496 |
Less : Finance Costs |
(42) |
(33) |
Less : Depreciation and Amortization Expense |
(318) |
(303) |
Profit before tax |
1898 |
1,160 |
Less : Provision for tax |
(592) |
(392) |
Net Profit before Extraordinary Items and Minority Interest |
1,306 |
768 |
Net Profit before Minority Interest |
1,306 |
768 |
Less: Minority Interest |
(252) |
(216) |
Net Profit |
1,054 |
552 |
Surplus brought forward |
2,827 |
2,602 |
Profit available for Appropriation |
3,881 |
3,154 |
APPROPRIATIONS |
|
|
Interim Dividend |
196 |
- |
Proposed Final Dividend |
- |
162 |
Dividend Distribution Tax |
73 |
33 |
Transfer to General Reserve |
33 |
105 |
Dividend Tax Paid by Subsidiary |
- |
47 |
Depreciation on assets whose remaining useful life is Nil, recognized in retained
earning |
- |
1 |
Translation of reserves of non-integral foreign operations |
- |
- |
Reversal of excess provision for Dividend Distribution Tax of previous year |
(33) |
(21) |
Surplus carried forward |
3,612 |
2,827) |
TOTAL |
3,881 |
3,154 |
During the year under review, the Board of Directors of the Company were not required
to revise the Company's financial statements or the Board's Report.
c. Business Review / Operations:
Geometric serves the manufacturing industries - especially automotive, aerospace and
industrial equipment sectors. Our services, solutions and technologies cover product
realization services and solutions, such as Product Lifecycle Management, Software Product
Development, Embedded Systems and Global Engineering services. These services help our
customers to improve their design efficiencies and time to build their products.
The economic uncertainties and slower global business activity in core industries like
mining continued to hamper growth in the equipment thereby resulting in continued sluggish
growth. The oil and gas sector suffered the effects of low crude prices and thereby
impacting the investments in tools and technologies. The agricultural sector in the US,
under the pressure of low commodity and food prices was very conservative for new
investments. However, this was offset by stronger growth in other opportunities in other
industries such as automotive and aerospace. The trend for increased outsourcing for
global engineering in Europe and Asia continue to provide increased demand for our key
offerings going into the new Financial Year. Another noticeable trend in FY16 was the
investment in new technologies such as the Internet of Things (IoT).
During the year under review there was no change in nature of business.
Operating revenues in rupee terms for the consolidated financials increased from INR
11,053.01 Mn in FY15 to INR 12,334.72 Mn in FY16, a growth of 11.59%. For the same period,
profit-after-tax increased from INR 551.69 Mn in FY15 to INR 1,053.47 in FY16, a growth of
90.98%.
The business segments of the Company - software services, engineering services and
products recorded the following trends in the year FY16:
Software services contribution to the top line increased from 62% in FY15 to 64%
in FY16.
Engineering services contribution to the top line decreased from 31% in FY15 to
30% in FY16.
Products business contribution to the top line decreased from 7% in FY15 to 6%
in FY16.
The Company's performance in the four regions in which we operate can be summarized as
follows:
USA's share remains same from 59 % in FY15 to 59% in FY16; a growth of Rs.
789.59 Millions in absolute terms.
Europe's share of revenue decreased from 30% in FY15 to 29% in FY16; a growth of
Rs. 251.45 Millions in absolute terms which includes revenue of Geometric GmbH for the
full year.
APAC's share remains same from 6% in FY15 to 6% in FY16.
India's share is flat at 6%
Europe continues to be our focus growth market with a positive demand environment
particularly for our software services. The business environment in China continues to be
very promising and we have made good inroads resulting in the gradual increase of revenue
contribution from the region.
Trends in various customer segments that the Company caters to were as follows:
Direct Industrial: Segment share of business decreased from 63.7% in FY15 to
63.2% in FY16. In absolute terms, this segment recorded growth of 3.5% over the previous
year. (USD 119.15 Mn in FY16 Vs USD 115.10 Mn in FY15)
Strategic Partners: Segment share of business increased from 2.2% in FY15 to
2.4% in FY16; showing an increase of 15.0% in absolute terms. (USD 4.6 Mn in FY16 Vs USD 4
Mn in FY15)
Software ISVs: Segment share of business increased from 34.1% in FY15 to 34.3%
in FY16. In absolute terms, this segment recorded growth of 5.3% over the previous year.
(USD 64.74 Mn in FY16 Vs USD 61.50 Mn in FY15)
d. Dividend:
The Directors declared payment of Interim dividend to the shareholders at the rate of
Rs. 3 per Equity Share which is (150%) of Rs. 2 each on March 15, 2016.
The Board of Directors declared that the interim dividend of Rs. 3 per share (150%) as
on March 15, 2016 as the Final dividend for the Financial Year 2015-16.
e. Subsidiaries:
The Company has the following wholly-owned Subsidiary Companies:
a) Geometric Americas, Inc., USA
b) Geometric Asia Pacific Pte. Ltd., Singapore
c) Geometric Europe GmbH, Germany
The Company has the following other Subsidiary Companies:
a) 3D PLM Software Solutions Ltd., in which the Company holds 58% stake.
b) 3D PLM Global Services Pvt. Ltd. (A WOS of 3D PLM Software Solutions Ltd., India
w.e.f. November 19, 2014)
c) Geometric China Inc. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore)
d) Geometric Japan K. K. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore)*
e) Geometric S.R.L., Romania (A WOS of Geometric Europe GmbH)
f) Geometric SAS, France (A WOS of Geometric Europe GmbH)
g) Geometric GmbH (A WOS of Geometric Europe GmbH, Germany)
* Geometric Japan K. K. was dissolved on August 31, 2015 by passing a resolution in a
general meeting of stockholders and registered on September 2, 2015.
During the year under review, your Company did not have any associate or joint venture
company.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Board has
availed exemption from printing the complete financials of the subsidiary companies in the
Annual Report.
A statement containing salient features, performance and financial position of each of
the subsidiaries for the year ended March 31, 2016 is attached and marked as Annexure I
(Form AOC-1) and forms part of this Report.
The entire set of subsidiaries Rs. financials will be kept ready for inspection at the
registered office and the same will be displayed on the Company's website, in accordance
with the requirements of the Act.
The policy for determining material subsidiaries as approved by the Board, may be
accessed on the Company's website at the link:
http://eeometricelobal.com/wp-content/uploads/2014/
11/Policy on Material Subsidiaries.pdf
f. Transfer to Reserves:
There was no transfer to the General Reserve out of the amount available for
appropriation. An amount of Rs. 3,613 Mn is proposed to be carried forward to the
Statement of Profit and Loss.
g. Revision of Financial Statement:
There was no revision of the financial statements for the year under review.
h. Public Deposits:
The Company has not accepted or renewed any deposit falling within the purview of
provisions of Sections 73 and 74 of the Companies Act 2013 ("the Act"), read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Hence, the requirement for furnishing of details of deposits which are not in compliance
with the Chapter V of the Act is not applicable.
i. Disclosures under Section 134(3)(1) of the Companies Act, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position, have occurred between the end of the
Financial Year of the Company and date of this report.
j. Disclosure of Internal Financial Controls:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Internal Auditors of the Company for
ineffectiveness or inadequacy of such controls.
k. Disclosure of Orders passed by Regulators or Courts or Tribunal:
No orders have been passed by any Regulator or Court or Tribunal which can have an
impact on the going concern status and the Company's operations in future.
Submissions to statutory authorities by the Company:
An Order was passed by Provident Fund Commissioner on April 24, 2015 demanding payment
of Rs. 34,163,673 towards penal damages and interest, for delay in transfer of past
accumulations from the Private Trust to Government Provident Fund.
The matter is currently under appeal with the Provident Fund Tribunal, Delhi.
l. Particular of Contracts or Arrangement with Related Parties:
Particulars of Contacts or Arrangement with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, have been furnished in Annexure
II which forms part of this Report.
The policy on dealing with Related Party Transactions is available on http://geometricglobal.com/wp-content/
uploads/2014/11/Policy on RPT.pdf
m. Particulars of Loans, Guarantees and Investments:
Particulars of loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013, are given in the notes to the financial statements provided in this
Annual Report.
n. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:
The Company has not issued any shares with differential rights and hence no information
as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is required to be furnished.
o. Disclosure under Section 54(1)(d) of the Companies Act, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.
p. Disclosure under Section 62(1)(b) of the Companies Act, 2013:
As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies
(Share Capital and Debenture) Rules, 2014 and Clause 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014, details of equity shares
issued under Employees Stock Option Scheme during the Financial Year under review, is
furnished in Annexure III attached herewith which forms part of this Report.
q. Disclosure under Section 67(3) of the Companies Act, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 and hence no information in respect thereof is required to be furnished.
II. SCHEME OF ARRANGEMENT AND AMALGAMATION
On April 1, 2016, the Board of Directors of Geometric Limited approved the Composite
Scheme of Arrangement and Amalgamation between Geometric Limited ('GL Rs. or "the
Company"), HCL Technologies Limited ('HCL') and 3D PLM Software Solutions Limited
('3D PLM') and their respective shareholders and creditors pursuant to the provisions of
Sections 391 to 394 read with Section 100 of the Companies Act, 1956 or under Section 230
to 234 of the Companies Act, 2013 and other applicable provisions if any, of the Companies
Act, 1956 and/or Companies Act, 2013 and the relevant provisions made thereunder ('the
Scheme').
Pursuant to the Scheme, the business related to IT-enabled engineering services, PLM
services and engineering design productivity software tools of the Company, including its
overseas subsidiaries (excluding the shares held by the Company in 3D PLM) ("Demerged
Business Undertaking"),will be transferred to HCL.
In consideration for the transfer and vesting of the Demerged Business Undertaking, HCL
shall issue and allot 10 equity shares of '2 each fully paid-up of HCL Technologies Ltd
for every 43 equity shares of the face value of Rs. 2 each held by equity shareholders of
the Company on the record date.
Thereafter, the Company, comprising the shares held by it in 3D PLM ("Remaining
Undertaking") shall be merged and amalgamated with 3D PLM. In consideration of the
amalgamation, 3D PLM shall issue and allot to each resident shareholder of the Company
and, subject to approval by the Reserve Bank of India ('RBI'), to all non-resident
shareholders of the Company, 1 (one) fully paid up Redeemable Preference share of Rs. 68
each ("Redeemable Preference Share") in 3D PLM for every 1 (one) fully paid up
equity share each of the Company. In case, the approval of the RBI is not received, such
shareholders shall be issued and allotted 24 fully paid up unlisted equity shares of Rs.
10 each of 3D PLM for every 1,793 fully paid up equity shares of Rs. 2 each of the Company
held by such shareholders which shall be compulsorily purchased by Dassault Systemes
and/or its nominees immediately on issuance at a price of Rs. 5,080.30 per equity share.
The Redeemable Preference shares issued by 3D PLM pursuant to the Amalgamation are
proposed to be listed on the BSE.
The Scheme shall be subject to the approval of the shareholders and such other persons
as may be required under applicable law, the stock exchanges where the shares of GL and
HCL are listed, Securities and Exchange Board of India, the Hon'ble High Court of
Judicature at Bombay, Hon'ble High Court of Judicature at New Delhi and / or such other
competent statutory /regulatory authorities as may be required under applicable law.
The Appointed Date for the Scheme is March 31, 2016.
Rationale of the Composite Scheme of Arrangement and Amalgamation:
A. Demerger
HCL Technologies Limited has a rapidly growing engineering services business and is a
leader in embedded systems and software engineering services with strengths in the
aerospace, hi-tech and telecom markets. The Company is a leader in PLM software services
combined with capability in mechanical engineering and some unique technologies. The
Company's market strength lies in automotive and industrial arenas.
The consolidation will widen the markets and expertise and the combined entity will be
able to offer its customers a unique blend of services and solutions around PLM,
engineering software, embedded software, mechanical engineering and geometry related
technologies.
B. Amalgamation
The Company and Dassault Systemes recognize that the changes in technology and the
consequent evolution of software development would require a very tight and close
integration between the research and development centers of Dassault Systemes.
The proposed integration of 3D PLM Software Solutions Limited into Dassault Systemes as
a result of the Amalgamation will mark the strategic next phase in the contribution of 3D
PLM Software Solutions Limited in Dassault Systemes Rs. strategic research and development
operations.
While the Amalgamation will result in transfer of ownership and control of 3D PLM to
Dassault Systemes, it will also provide the shareholders of the Company an opportunity to
directly participate and receive listed Redeemable Preference Shares of 3D PLM Software
Solutions Limited as consideration.
III. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Directors and Key Managerial Personnel:
In terms of Section 152 of the Companies Act, 2013, Mr. Jamshyd Godrejretires by
rotation and being eligible, offer himself for re-appointment at the ensuing Annual
General Meeting. Your Directors recommend his appointment. In accordance with the
provisions of the Act, none of the Independent Directors are liable to retire by rotation.
Mr. Manu Parpia has been re-appointed as Managing Director and CEO of the Company with
effect from April 8, 2015, and approval of the Members of the Company has been taken at
the Annual General Meeting held on July 27, 2015 pursuant to the provisions of Sections
196, 197, 198, 203 read with Schedule V and all other applicable provisions of the
Companies Act, 2013.
None of the Directors of the Company have resigned as Director of the Company.
b. Declaration by Independent Directors:
The Company has received necessary declarations from all the Independent Directors
under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of
independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
IV. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
a. Board Meetings:
The Board of Directors met five times during the Financial Year ended March 31, 2016 in
accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
Board meetings were held on April 27, 2015, July 27, 2015, November 2, 2015, February
8, 2016, and March 15, 2016 with necessary quorum present at all the meetings.
b. Directors Rs. Responsibility Statement:
The Board of Directors of the Company confirms that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed alongwith proper explanation relating to material departures;
b) the directors had selected such accounting policies and 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 for the Financial Year ending on March
31, 2016 and Profit of the Company for the year ended on that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
c. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of Directors was constituted by the Board of
Directors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Ms. Anita Ramachandran, Chairperson,
2. Mr. Jamshyd Godrej, Member
3. Mr. Milind Sarwate, Member and
4. Mr. Ajay Mehra, Member.
Nomination and Remuneration Committee Meetings were held on April 27, 2015, July 27,
2015, November 2, 2015 and February 8, 2016 with necessary quorum present at all the
meetings.
The Board has, in accordance with the provisions of subsection (3) of Section 178 of
the Companies Act, 2013, formulated the Nomination and Remuneration Policy setting out the
criteria for determining qualifications, positive attributes, independence of a Director
and policy relating to remuneration for Directors, Key Managerial Personnel and other
employees.
Terms of reference and objectives of the Nomination and Remuneration Policy of the
Company are stated in the Corporate Governance Report annexed to the Report as Annexure
IV.
The Nomination and Remuneration Policy is available on the Company's website and can be
accessed in the link provided herein below:
http://eeometricelobal.com/wp-content/uploads/2016/
06/Nomination-and-Remuneration-Policy.pdf
d. Audit Committee:
The Company has an Audit Committee consisting of five non-executive Directors, viz Mr.
Milind Sarwate - Chairman, Dr. K. A. Palia, Dr. Richard Riff, Ms. Anita Ramachandran and
Mr. Ajay Mehra. The books of accounts have been duly reviewed by the Audit Committee.
The scope and terms of reference of the Audit Committee have been amended in accordance
with the Act and the Listing Agreement entered into with the Stock Exchanges and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as set out in the Audit Committee Charter.
Audit Committee Meetings were held on April 27, 2015, July 9, 2015, July 24, 2015,
October 8, 2015, October 27, 2015, January 29, 2016, February 3, 2016, and March 15, 2016.
During the year under review, the Board of Directors of the Company had accepted all
the recommendations made by the Audit Committee.
e. Stakeholders Rs. Relationship Committee:
The constitution, roles and responsibilities of the Stakeholders Rs. Relationship
Committee, comprising of Mr. Jamshyd Godrej, Mr. Manu Parpia and Dr. K. A. Palia are in
accordance with the provisions of Section 178 of the Companies Act, 2013.
Mr. Jamshyd Godrej is the Chairman, and the Company Secretary acts as the Secretary of
the Stakeholders Rs. Relationship Committee.
Stakeholders Rs. Relationship Committee Meetings were held on April 27, 2015, July 27,
2015, November 2, 2015 and February 8, 2016 with necessary quorum present.
f. Vigil Mechanism Policy for the Directors and Employees:
The Board of Directors of the Company has, pursuant to the provisions of Section 178(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees
of the Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports, as Annexure IV.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
g. Risk Management Policy:
The Board of Directors of the Company has designed Risk Management Policy and
Guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Company's businesses, and define a structured approach to manage
various business uncertainties and to enable arriving at the right decisions pertaining to
all business divisions and corporate functions. Key business risks and the suggested
mitigation mechanism are considered in the annual/strategic business plans and in periodic
management reviews.
h. Corporate Social Responsibility Policy:
As per the provisions of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a
Corporate Social Responsibility (CSR) Committee as under:
1) Mr. Milind Sarwate, Independent Director
2) Mr. Ajay Mehra, Independent Director
3) Mr. Manu Parpia, Managing Director and CEO
The Board of Directors of the Company has approved CSR Policy based on the
recommendation of the CSR Committee. The Company has undertaken activities in accordance
with the said Policy, the details of which have been prescribed in Annexure V.
The CSR Policy of the Company is available on the Company's web-site and can be
accessed in the link provided herein below:
http://geometricglobal.com/investors/Corporate-Social-
Responsibility
The Company has spent the entire prescribed amount towards CSR during FY 2015-16.
i. Annual Evaluation of Directors, Committee and Board and Familiarisation programme
for Independent Directors and Board:
Notes on the manner for evaluation of performance of the Board and individual Directors
and familiarization programme for Independent Directors and the Board are included in the
Corporate Governance Report which is Annexure IV to the Report of the Board of
Directors.
j. Internal Control Systems:
Adequate internal control systems commensurate with the nature of the Company's
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations, and that all assets and resources are acquired economically, used efficiently
and adequately protected.
k. Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as
per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
The ratio of the remuneration of each Director to the median employee's and such other
details for the Financial Year under review, as prescribed in Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as well as statement showing the names and other
particulars of employees drawing remuneration in excess of the limits as set out in Rule
5(2) and 5(3) of the aforesaid rules has been included in this report as Annexure VI.
l. Payment of Remuneration / Commission to Directors from Holding or Subsidiary
Companies:
The Company does not have a holding Company. The managerial personnel i.e. Managing
Director of the Company is not in receipt of remuneration/commission from any subsidiary
of the Company.
m. Policies:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain polices for all listed companies. All our corporate governance
policies are available on our website (http://
eeometricelobal.com/investors/corporate-eovernance/ policies/). The policies are reviewed
periodically by the Board and updated based on need and new compliance requirements.
Other than above mentioned polices, some key policies that have been adopted by the
Company during the FY 2015-16 are as follows:
Name of the Policy |
Brief description |
Policy for determination of material events/ information |
This Policy applies to disclosures of material events/information affecting Geometric
Limited and all its subsidiaries. |
Archival policy |
The Policy deals with the retention and archival of corporate records of Geometric
Limited and all its subsidiaries. |
Preservation of Records Policy |
This policy is to establish the framework needed for effective management of the
records at the Company and also set principles for underlying the Company's approach to
preservation of its records. In order to efficiently conduct its business, the storage,
retrieval and management of these information reserves of the Company is a significant
issue. |
V. AUDITORS AND REPORTS
The matters related to Auditors and their Reports for the year ended March 31, 2016 are
as under:
a. Observations of Statutory Auditors on Accounts:
The Auditors Rs. report for the Financial Year ended March 31, 2016 does not contain
any qualification, reservation or adverse remark. The Auditors Rs. Report is enclosed with
financial statements in this Annual Report.
b. Fraud reporting:
During the year under review, there were no instances of material or serious fraud
falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or
employees reported by the Statutory Auditors of the Company during the course of the
audit.
c. Secretarial Audit report:
Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act,
2013, the Secretarial Audit Report issued by Rathi & Associates, Practicing Company
Secretaries, in Form MR-3 for the Financial Year 2015-16 forms part of this Report and has
been attached as Annexure VII.
d. Ratifications of Appointment of Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s. BSR and Co. LLP, Chartered Accountants, (Firm
Registration No. 101248W/W- 100022), the Statutory Auditors of the Company had been
appointed for a term of 5 years i.e. from the conclusion of the 21st Annual
General Meeting until the conclusion of the 26th Annual General Meeting, at the
Annual General Meeting held on July 27, 2015, subject to ratification at every Annual
General Meeting. Accordingly, their appointment as Statutory Auditors of the Company shall
be required to be ratified by the Members at the ensuing Annual General Meeting. The
Company has received a certificate from the said Auditors confirming that their
appointment, if ratified, would be within the prescribed limit under Section 139 of the
Companies Act, 2013 and that they are not disqualified to act as the Auditors and are
eligible to continue to hold office as Statutory Auditors of the Company. Your Directors
recommend the ratification of appointment of M/s BSR and Co. LLP, Chartered Accountants as
the Statutory Auditors of the Company.
VI. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with the Companies
(Accounts) Rules, 2014 are furnished as under:
a. Extract of Annual Return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of
the Annual Return for the Financial Year ended March 31, 2016 made under the provisions of
Section 92(3) of the Act is attached as Annexure VIII-Form MGT-9 which forms part
of this Report.
b. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure IX which forms part of this Report.
c. Corporate Governance:
As required under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with Stock Exchange, a report on Corporate
Governance is given in the Annexure IV to this Report.
d. Management Discussion Analysis:
As required under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with Stock Exchange, a Management Discussion
and Analysis Report is attached as Annexure X to this Report.
e. Whistle Blower Policy:
The Company has adopted the Whistle Blower mechanism for Directors and employees to
report genuine concerns about the unethical behavior, actual and suspected fraud, or
violation of the Company's Code of Conduct. The Whistle Blower Policy is available on the
Company's website and can be accessed in the link provided herein below:
http://geometricglobal.com/wp-content/uploads/
2016/03/GLtd-Whistleblower-Policy-30-Apr-2014.pdf
f. Sexual harassment:
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace and has also established Investigation and Redressal Committee, as
stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in
relation to such harassment at workplace have been reported.
VII. ACKNOWLEDGEMENT AND APPRECIATION
The Directors gratefully acknowledge the contribution made by the employees towards the
success of the Company. The Directors are also thankful for the co-operation, support and
assistances received from the Customers, Banks, Investors, Central and State Government
departments and local authorities.
For and on behalf of the Board of Directors
Sd/- |
Sd/- |
Jamshyd Godrej |
Manu Parpia |
(DIN-00076250) |
(DIN - 00118333) |
Chairman |
Managing Director & CEO |
|