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Directors Report of Geojit BNP Paribas Financial Services Ltd.

Mar 31, 2015

The Members,

The Directors have pleasure in presenting their 21st Annual Report of the Company for the financial year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS (Rs. in crore)

Standalone Particulars 2014-15 2013-14 Change

Total Revenue 289.27 195.94 48%

Total Expenditure 188.22 145.79 29%

Profit / (Loss) before tax 101.05 50.15 101%

Exceptional - Gain / (Loss) - (111.93) -

Provision for tax 33.50 15.69 114%

Less: Minority Interests - - -

Less: Share of Loss in Associate - - -

Profit / (Loss) after tax 67.55 (77.47) -

Final Dividend 40.49 2.28 -



Consolidated Particulars 2014-15 2013-14 Change

Total Revenue 326.38 232.54 40%

Total Expenditure 206.83 166.49 24%

Profit / (Loss) 119.55 66.05 81% before tax

Exceptional - Gain / - (121.32) - (Loss)

Provision for tax 37.43 21.98 70%

Less: Minority Interests 4.49 (4.41) -

Less: Share of Loss in 0.27 0.40 30% Associate

Profit / (Loss) after tax 77.36 (73.24) -

Final Dividend 40.49 2.28 -

2. REVIEW OF PERFORMANCE

On a standalone basis, your Company has recorded a total income of Rs. 289.27 crore for the financial year ended 31st March 2015, an increase of 48 % compared to last year''s figure of Rs. 195.94 crore. The operating profit is Rs. 101.05 crores and the net profit after tax is Rs. 67.55 crores. Basic earnings per share work out to Rs. 2.94 compared to Rs.(3.39) in the previous year.

On a consolidated basis, your company earned a total income of Rs. 326.38 crore for the financial year, an increase of 40% over the previous year''s figure of Rs. 232.54 crore, an operating profit of Rs. 119.55 crore and a net profit of Rs. 77.36 crore.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

3. DIVIDEND

Your Directors recommend a dividend of 175% (Rs.1.75 per equity share of face value of Rs. 1/-) for the financial year ended 31st March 2015 subject to the approval of the shareholders at the ensuing Annual General Meeting. The payment of dividend together with tax thereon will absorb Rs. 48.74 crore.

4. INCREASE IN SHARE CAPITAL

During the year under review, the paid up share capital of the Company increased from Rs.22,83,60,104/- divided into 22,83,60,104 equity shares of Rs.1/- each to Rs.23,13,83,195 divided into 23,13,83,195 equity shares of Rs.1/- each, consequent to the issue of 30,23,091 equity shares to employees upon exercise of stock options under Employee Stock Option Plans of the Company.

5. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

6. SUBSIDIARIES , JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March 2015, following are the subsidiaries/associate/joint ventures of the Company:

Subsidiaries :

i. Geojit Credits Private Limited

ii. Geojit Investment Services Limited

iii. Geojit Financial Management Services Private Limited

iv. Qurum Business Group Geojit Securities LLC

v. Geojit Technologies Private Limited

vi. Geojit Financial Distribution Private Limited Joint Ventures :

i. Barjeel Geojit Securities L.L.C

ii. Aloula Geojit Capital Company Associates :

i. BBK Geojit Financials Brokerage Company K.S.C

Considering the insignificant activity and for operational convenience, the Board of Directors of the two wholly owned subsidiary companies viz. Geojit Financial Management Services Private Limited and Geojit Financial Distribution Pvt. Limited at their Board Meetings held on 12th January 2015 proposed a scheme of merger with Geojit Investment Services Limited (another wholly owned subsidiary) pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 (pending notification of the corresponding provisions of the Companies Act, 2013). Geojit Financial Management Services Private Limited and Geojit Financial Distribution Pvt. Limited have started the process for merger and the scheme of merger is subject to the approval of the members of the subsidiary companies and approval by the High Court of Kerala

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each subsidiaries are available on our website www.geojitbnpparibas.com. These documents will also be available for inspection during business hours at the Registered Office of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of this Annual Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. CESSATION

Kerala State Industrial Development Corporation Limited (KSIDC) appointed Dr. M Beena, IAS as its Nominee Director on the Board of the Company replacing Ms. Aruna Sundararajan w.e.f 12th December, 2014. The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Ms. Aruna Sundararajan during her tenure as a member of the Board.

II. RETIREMENT BY ROTATION

In accordance with Article 80 of the Articles of Association of the Company, Mr. Punnoose George, Non-Executive Director (DIN 00049968) will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment. The Board recommends his re- appointment.

III. APPOINTMENT

The term of appointment of Mr. C.J.George (DIN 00003132) as Managing Director of the Company expired on 23.11.2014.The Board of Directors of the Company has re-appointed Mr. C.J.George as Managing Director for a further period of 5 years w.e.f.24.11.2014 on terms and conditions, details of which are provided in the Notice of Annual General Meeting.

Brief details of Directors proposed to be appointed and re-appointed are given in the Notice of Annual General Meeting.

IV. INDEPENDENT DIRECTORS

With coming into the force of the Companies Act, 2013, the Board appointed all the existing Independent Directors viz. Mr. A.P. Kurian, Mr. R. Bupathy and Mr. Mahesh Vyas as Independent Directors under Section 149 of the Companies Act, 2013 for a term upto 5 years. The shareholders at their Annual General Meeting held on 15th July 2014 approved their appointment.

V. CHIEF FINANCIAL OFFICER

Mr. Binoy V Samuel retired as the Chief Financial Officer of the Company on 31st March, 2015 and Mr. Joe Peter was appointed as the Chief Financial Officer w.e.f 1st April,2015. The Board of Directors place on record its deep appreciation for the valuable contribution received from Mr. Binoy V Samuel in his role as CFO since 2000.

8. EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board, its Committees and individual Directors was carried out during the year under review. Questionnaire approach was adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its meeting carried out a separate exercise for evaluating every Directors performance. The evaluation of Independent Directors was carried out without the presence of that Director. A separate meeting of the Independent Directors was convened which reviewed the performance of the Board ( as a whole), the non independent directors and the Chairman.

Some of the key criteria''s for performance evaluation were as follows:

Performance evaluation of Board and Committees.

1. Degree of fulfillment of key responsibilities

2. Board structure and composition

3. Effectiveness of Board processes, information and functioning

4. Board Culture and Dynamics

5. Quality of relationship between the Board and the

Management

6. Establishment and delineation of responsibilities to committees

Performance evaluation of Directors

1. provide meaningful and constructive contribution and inputs in meetings

2. display a good degree of understanding of the company, industry, sector, geography

3. display independence of judgment

9. FAMILIARIZATION PROGRAMME FOR INDEPENDENT

DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations from the appointed Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Corporate Social Responsibilities Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management.

10. REMUNERATION POLICY

The company follows a policy on remuneration of Directors, Key Managerial Personnel ( KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy is approved by the Nomination & Remuneration Committee of the Company.

The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof. The Managing Director of the Company shall be paid remuneration as approved by the Shareholders on the recommendation of the Board and Nomination & Remuneration Committee.

The remuneration to KMP''s and SMP''s and employees shall include direct remuneration and indirect remuneration

primarily and strategic remuneration which can be Performance Linked and/or Profit linked incentive .

Remuneration Policy of the Company is given as Annexure VIII to the Directors Report.

11. RISK MANGEMENT POLICY

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. An Internal Risk Management Committee monitors the Enterprise risk management policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

Your Company has constituted a Risk Management Committee with majority of committee members consisting of Board of Directors and with two Senior Executives of the Company.

12. WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees. The Policy is also posted on the website of the Company.

All Directors and Employees of the Company are eligible to make protected disclosures under the Policy addressed to the Vigilance Officer of the Company in relation to matters concerning the Company. During the year under review, no employee of the Company was denied access to the Audit Committee.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

14. INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit department. All significant audit observations and follow-up actions there on were reported to the Audit Committee.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Company''s audit committee reviews adherence to internal control systems, internal audit reports and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

15. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013, money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer has been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the said Act.

16. MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

17. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosures which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company''s website.

18. CODE OF CONDUCT FOR DIRECTORS & SENIOR OFFICERS

The Board at its Meeting held on 18th October 2014 revised and adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A

declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company''s website.

19. HUMAN RESOURCES

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March 2015, the Company had 2161 employees. Your Company takes significant effort in training all employees at various levels.

20. EMPLOYEE STOCK OPTION PLAN (ESOP)

During the year some employees of the Company have exercised part of their stock options granted under the Employees Stock Option Plan 2010 (ESOP 2010) and Employees Stock Option Plan 2007 for Key Employees (ESOP 2007 Key Employees). The Nomination and Remuneration Committee of the Board of Directors of the Company has allotted total 25,25, 591 equity shares of Rs.1/- under ESOP 2010 Scheme and 4,97,500 equity shares of Rs.1/- under ESOP 2007 Scheme to its employees who exercised the stock options on various dates at various exercise prices in accordance with the terms and conditions of ESOP.

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board.

The Company has identified Education and Health as key focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with the Schedule VIII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure IV to this report.

22. PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is given as Annexure III to this Report.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013 and based on the representations received from the Management, your Directors state that :

i. in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have 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 as at 31st March, 2015 and of the profit of the company for the year ended on that date;

iii. the Directors have 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;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure II to this Report.

25. CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under Companies Act,2013 and as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure V to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

26. SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Keyul M. Dedhia & Associates - Company Secretaries in Whole Time Practice, Mumbai as the Secretarial Auditor for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as Annexure VI.

M/s Keyul Dedhia and Associates in their audit report observed that Form No. MGT-14 for filing of Resolution relating to the approval of the Directors Report by the Board for the financial year ended 31st March, 2014 has not been filed. It was noted by the Board that it was an accidental omission and caused inadvertently due to oversight, without prejudice to the interests of the Shareholders of the Company and the General Public. It can be noted that the Company has been prompt and compliant in filing all the other forms required to be filed under the Companies Act, 2013 till date. In respect of the observations pertaining to SEBI {KYC(Know Your Client) Registration Agency} Regulations, 2011, the Company had taken appropriate steps to avoid such instances in future.

27. AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre, Warriam Road, Kochi - 682016, (ICAI Registration No.008072S) were appointed as Statutory Auditors of your Company to conduct the audit of accounts for the year ended 31 st March 2015. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting.

M/s. Deloitte Haskins & Sells have expressed their willingness to get re-appointed as the Statutory Auditors of the company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013, and the rules framed there under. In terms of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. The Board, based on the recommendation of the Audit Committee, recommends the appointment of M/s. Deloitte Haskins & Sells as the Statutory Auditors of the Company.

The Auditors'' Report to the Shareholders for the year under review does not contain any qualification.

28. EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT - 9 is given as Annexure VII to this Report.

29. NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (six) times in the financial year 2014-15. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

30. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee, which comprises of Mr. R. Bupathy as the Chairman and Mr. A.P. Kurian, Mr. Mahesh Vyas and Mr. Jean Christophe Gougeon as the members. More details on the committee are given in the Corporate Governance Report.

31. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm''s length basis. During the year the company had not entered into any contract/ arrangement /transaction with related party which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transaction and dealing with related party transactions as approved by the Board may be accessed on the Company''s website.

Your Directors draw attention of the members to Note 38 to the financial statement, which sets out related party disclosures.

32. POLICY RELATING TO DIRECTORS APPOINTMENT

The Company with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

33. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act 2013 that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

34. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE( PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. Issue of equity shares with differential right as to dividend, voting or otherwise

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOP referred to in this report.

d. No significant or material orders were passed by the regulators or Courts or tribunals which impact the going concern status and Company''s operation in future.

36. ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory Authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Place: Kochi A.P. Kurian Date : 20.05.2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of your Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. in crore)

Standalone Particulars 2013-14 2012-13 Change

Total Revenue 195.94 232.79 -16%

Total Expenditure 145.79 177.13 -18%

Profit / (Loss) before tax 50.15 55.67 -10%

Exceptional - Gain / (Loss) (111.93) - -100%

Provision for Tax 15.69 13.70 15%

Less: Minority Interests - - -

Less: Share of Loss in Associate - - -

Profit after tax (77.47) 41.96 -285%

Final Dividend 2.28 5.70 -

Interim Dividend - 17.13 -

Transfer to General Reserve - 5 -

Particulars Consolidated 2013-14 2012-13 Change

Total Revenue 232.54 262.19 -11%

Total Expenditure 166.49 195.21 -15%

Profit / (Loss) before tax 66.05 66.98 -1%

Exceptional - Gain /(Loss) (121.32) 42.78 -384%

Provision for Tax 21.98 22.48 -2%

Less: Minority Interests (4.41) 4.94 -189%

Less: Share of Loss in Associate (0.4) (0.53) -24%

Profit after tax (73.25) 81.80 -190%

Final Dividend 2.28 5.70 -

Interim Dividend - 17.13 -

Transfer to General Reserve - 5 -

REVIEW OF PERFORMANCE

The company''s performance, FY 13-14, largely shadowed the performance of the markets and is in line with broader Industry trends. Consequent to divesting our interest in the joint venture with BNP Paribas there is a decline in the consolidated brokerage. There was a marked increase in business done through online and mobile channels, which is an encouraging trend. We continue to focus on these channels. The rally in the markets witnessed in the last quarter, led to increase in trading activities and as a result, our client has crossed 7,00,000 and Asset under Custody and Management crossed 15,000 crores for the first time in our Company''s history.

As informed through quarterly results, the Company was affected by the default of National Spot Exchange Limited, which directly affected one of our subsidiaries. Provision of Rs.128.26 Crores was provided against non-performing assets of the Company in accordance with the rules. This is presented in the Profit & Loss Account as exceptional loss and has resulted in the net loss of Rs.73.14 Crores for the year. The profit before exceptional item is at the same level as the previous year.

A detailed survey and analysis of our company''s performance for the year is given in the Management Discussion and Analysis Report appended hereto.

DIVIDEND

Your Directors are pleased to recommend a dividend of 10 paise per share of Re. 1 each for the financial year ended 31st March, 2014 taking into account the operating performance and the exceptional loss of the Company. The payment of dividend together with tax thereon will absorb Rs.2.67 crore.

DIRECTORS

Kerala State Industrial Development Corporation Limited (KSIDC) has appointed Ms. Aruna Sundararajan as its Nominee Director on the Board of the Company replacing Mr. P H Kurian, IAS w.e.f. 14th January, 2014. Mr. Tom Jose, IAS who was nominated by KSIDC as Nominee Director on the Board of the Company was replaced by Mr. P H Kurian w.e.f. 4th October, 2013. Mr. Olivier Le Grand, Investor Director nominated by BNP Paribas SA resigned from the Board on 31st March, 2014. BNP Paribas nominated Ms. Franciska Decuypere as its Nominee and the Board appointed Ms. Decuypere as Additional Director w.e.f. 14th May, 2014. The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Mr. Olivier Le Grand, Mr. Tom Jose and Mr. P H Kurian during their tenure as a member of the Board.

In accordance with Article 80 of the Articles of Association of the Company, Mr. Jean Christophe Gougeon, Non-Executive Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Brief details of Mr. Jean Christophe Gougeon proposed to be re-appointed is given in the Notice of Annual General Meeting.

In accordance with the Section 149 of the Companies Act, 2013 the Company proposes to appoint Mr. A P Kurian & Mr. R Bupathy and Mr. Mahesh Vyas as Independent Directors of the Company whose term of Office will be upto July 14, 2019.

SUBSIDIARIES AND JOINT VENTURES

Ministry of Corporate Affairs has granted exemption under Section 212(8) of the Companies Act, 1956 exempting the Company from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956, subject to publication of certain summarized financial information of the subsidiaries in the Annual Report. Accordingly these documents are not attached to the Balance Sheet and summarised financial information of the subsidiaries is included in this Annual Report. Full Annual Report including financial information of the subsidiaries is published on the website of the Company and will be available upon request by any member interested in obtaining the same. All those documents related to subsidiaries are kept in the head Office of the Company for inspection by any interested shareholder.

Considering the insignificant activity of Geojit Investment Services Limited, the Board of Directors of the Company proposed a scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commission''s clearance is awaited for the proposed amalgamation. Such clearance is awaited.

(Rs. in lakhs)

Financial Highlights Particulars Total Profit/ (Loss) Profit / (Loss) Income Before Tax After Tax Subsidiaries

Geojit Investment Services Limited (100% Shares held) 174.93 127.66 90.81

Geojit Financial Management Services Private Limited (100% Shares 325.53 (2672.03) (2800.83) held)

Geojit Credits Private Limited (67.75% Shares held) 915.69 (13318.72) (13319.35)

Qurum Business Group Geojit Securities LLC (51% Shares held) 105.00 (126.00) (126.00)

Geojit Technologies Private Limited (65% Shares held through wholly 2573.49 1596.76 1149.67 owned subsidiary)

Geojit Financial Distribution Private Limited 23.26 20.45 20.45 (100% Shares held through wholly owned subsidiary)

Joint Ventures & Associates

Barjeel Geojit Securities LLC 602.00 96.00 96.00 (30% Shares held)

Aloula Geojit Capital Company 592.00 42.00 28.00 (28% Shares held)

BBK Geojit Securities KSC 9.00 (40.00) (40.00) (30% Shares held)

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Company''s audit committee reviews adherence to internal control systems, internal audit reports and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividend declared and paid by the Company and which have remained unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 205C of the said Act.

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

HUMAN RESOURCES

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March, 2014, the Company had 2495 employees. Your Company takes significant effort in training all employees at various levels.

EMPLOYEE STOCK OPTION PLAN (ESOP)

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

The Company had obtained the approval of members for issuing 1,12,00,000 (One Crore Twelve Lakh Only) stock options under Employee Stock Option Plan 2010 (ESOP 2010) in the Annual General Meeting held on 2010.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company takes special interest in promoting education and is continuing with the Project of supporting the education of 450 underprivileged students, through the NGO, Rajagiri Outreach. We also provided educational support to needy students pursuing professional courses as well as participated in a Project of providing books & CD''s on general knowledge to supplement the general studies of students of Government Schools in Kochi. During the year the company has reached out to the wider community to render aid and assistance wherever possible. We contributed to the Uttarakhand food relief operations and gave support to an organization taking care of Alzheimer patients. It is a matter of pride for us that the young employees of the Company are compassionate and have helped the sick and the needy and also takes active interest in promoting social causes such as their participation in the global campaign to end violence on women and girls and for gender justice and gender equality conducted by the prominent Social organizations in Kochi led by the Cultural Academy of Peace. The staff have come together to form a blood donors data bank that has a membership of 200 blood donors who have contributed to around 120 people in the last one year.

We are continuing with our efforts to promote financial education and inclusion through dedicated classes focusing on students, the youth and women. We have in the past tied up with the National Stock Exchange and the Ministry of Corporate Affairs to run investor road shows and outreach programs. The company also associated itself with the NSE and CNBC TV 18 in making sure that the Cochin leg of the Investothon.

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors conform having :

i) followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii) 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 your Company at the end of the financial year and the profit of your Company for that period;

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv) prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this Report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre, Warriam Road, Kochi – 682 016, (ICAI Registration No.008072S) were appointed as Statutory Auditors of your Company to conduct the audit of accounts for the year ended 31st March, 2014. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory Authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Place : Kochi A P Kurian

Date : 19.05.2014 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report of your Company for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE

(Rs. in crore) Particulars Standalone Consolidated 2012-13 2011-12 Change 2012-13 2011-12 Change

Total Revenue 232.80 235.51 (1%) 262.20 257.14 2%

Total Expenditure 177.13 185.26 (4%) 195.21 209.55 (7%)

Profit before tax 55.67 50.25 11% 66.98 47.59 41%

Exceptional Item - - - 42.78 - -

Provision for tax 13.70 10.52 30% 22.48 24.27 (7%)

Share of Minority Interest - - - 4.95 3.87 28%

Share in Profit /(Loss) of Associates - - - (0.53) - -

Profit after tax 41.97 39.73 6% 81.80 19.45 321%

Final Dividend 5.71 17.13 - - - -

Interim Dividend 17.13 - - - - -

Transfer to general reserve 5.00 5.00 - 6.70 5.42 -

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

TRANSFER TO RESERVES

During the financial year 2012-13, your Company has transferred Rs. 5.00 crore to the General Reserve Account.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 25 paise per equity share of Rs. 1/- each. Along with the 75 paise interim dividend paid during March 2013 the total dividend works out to be 100% for the financial year 2012-13.

DIRECTORS

Kerala State Industrial Development Corporation Limited (KSIDC) appointed Mr.Tom Jose as its Nominee Director on the Board of the Company replacing Mr. Alkeshkumar Sharma w.e.f 12th January 2013. The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Mr.Alkeshkumar Sharma during his tenure as a member of the Board.

In accordance with Article 80 of the Articles of Association of the Company, Mr.Punnoose George and Mr.Rakesh Jhunjhunwala, Non-Executive Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Brief details of Directors proposed to be re-appointed are given in the Notice of Annual General Meeting.

CONSOLIDATED RESULTS

The Consolidated Financial Results represent those of Geojit BNP Paribas Financial Services Limited, its subsidiaries i.e., Geojit Investment Services Limited (100% held), Geojit Financial Management Services Private Limited (100% held), Geojit Credits Private Limited (65.03% held), Qurum Business Group Geojit Securities LLC, Oman (51% held), its step down subsidiaries i.e, Geojit Technologies Private Limited (65% held), Geojit Financial Distribution Private Limited (100%), and its Joint Ventures i.e., Barjeel Geojit Securities L.L.C., Dubai (30%held), Aloula Geojit Brokerage Company, Saudi Arabia(28% held) and BBK Geojit Securities KSC, Kuwait (30% held) prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARIES AND JOINT VENTURES

Ministry of Corporate Affairs has granted exemption under Section 212(8) of the Companies Act, 1956 exempting the Company from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956, subject to publication of certain summarized financial information of the subsidiaries in the Annual Report. Accordingly these documents are not attached to the Balance Sheet and summarised financial information of the subsidiaries is included in this Annual Report. Full Annual Report including financial information of the subsidiaries is published on the website of the Company and will be available upon request by any member interested in obtaining the same. All those documents related to subsidiaries are kept in the head office of the Company for inspection by any interested shareholder.

The Company made two new investments in Middle East Asia namely Qurum Business Group Geojit Securities LLC located in Oman, a subsidiary Company with QBG and National Securities Co in which Geojit BNP Paribas holds 51% stake and BBK Geojit Securities KSC located in Kuwait, a Joint Venture with Bank of Bahrain and JZA in which Geojit BNP Paribas holds 30% stake.

During the period under review, the Company entered in to an agreement to sell its entire stake in BNP Paribas Securities India Pvt. Ltd (BNPPSI) held through its wholly owned subsidiary for an amount of Rs. 41.24 crores. About 84% of the stake was sold during the year for a consideration of Rs. 34.3 crore. The balance holding was sold in April 2013 for Rs. 6.94 crore. On account of the said sale of stake, the Company hasn''t considered the financials of BNPPSI for consolidated from April 01, 2012. Therefore the consolidated financials are not comparable with previous year to that extent.

Considering the insignificant activity of Geojit Investment Services Limited, the Board of Directors of the Company proposed a scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commission''s clearance is awaited for the proposed amalgamation. Such clearance is awaited.

(Rs. in lakhs)

Particulars Financial Highlights Total Income Profit Before Tax Profit After Tax

Geojit Investment Services Limited 172.77 121.04 88.11

Geojit Financial Management Services Private Limited 154.91 1276.39 1033.39

Geojit Credits Private Limited 1942.72 769.98 508.09

Qurum Business Group Geojit Securities LLC 40.62 (69.39) (69.39)

Geojit Technologies Private Limited 2209.29 1341.23 1002.45

Geojit Financial Distribution Private Limited 24.01 23.28 21.97

Joint Ventures & Associates

Barjeel Geojit Securities L.L.C. (30% shares held) 524.21 94.42 94.42

Aloula Geojit Brokerage Company (28% shares held) 412.12 (40.53) (40.53)

BBK Geojit Securities KSC (30% shares held) 0.60 (52.93) (52.93)

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The Company has a dedicated Internal Audit team which is commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Company''s audit committee reviews adherence to internal control systems, internal audit reports and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividend declared and paid by the Company and which have remain unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 205C of the said Act. The details of the unpaid/unclaimed dividend that will be transferred to IEPF A/c in subsequent years are given in the corporate governance section of the Annual Report.

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

HUMAN RESOURCES

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel. As on 31st March 2013, the Company had a total head count of 2579. Your Company takes significant effort in training all employees at various levels.

EMPLOYEE STOCK OPTION PLAN

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

The Company had obtained the approval of members for issuing 1,12,00,000 (one crore twelve lakh only) stock options under Employee Stock Option Plan 2010 (EsOP 2010) in the Annual General Meeting held on 2010.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has always believed and practiced being responsible to all its stakeholders and the public at large. Financial literacy programs particularly for the youngsters has been a special initiative of the Company introduced in 2006, which has so far reached out to about 500,000 students in 3,000 or so colleges through approximately 10,000 seminars. This initiative to get young people interested in savings and investments and to take informed investment decisions got extensive support from the National Stock Exchange and from the Ministry of Corporate Affairs.

Primary education for underprivileged children has been another area of focus since 2006. We have been supporting 450 students of four villages in their educational requirements and in their overall personality development, with the help of a specialized NGO. They are not only provided education material but are also given regular tuitions and personality development camps which has benefitted not only these children but also in the upliftment of their families. The employees of the Company are also sensitive to the needs of the society and volunteers and participates in the CSR activities of the Company such as blood donation, planting of trees, service in the general hospital and very recently participation in the One Billion rising program for gender justice.

The newly built corporate office of the Company at Kochi is built to Green standards and is awaiting Leed''s Gold certification. By adhering to the green norms, the Company is saving on water and power consumption. The Company is maintaining not only its own premises beautifully but also its immediate vicinity by maintaining a garden in the medians in front of our building.

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having :

i. followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii. 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 your Company at the end of the financial year and the profit of your Company for that period;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv. prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this Report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre, Warriam Road, Kochi - 682016, (ICAI Registration No.008072S) were appointed as Statutory Auditors of your Company to conduct the audit of accounts for the year ended 31st March 2013. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory Authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Sd/-

Place : Kochi A.P. Kurian

Date : 22.05.2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 18th Annual Report of your Company for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs in crore)

Standalone Consolidated

Particulars 2011-12 2010-11 Change 2011-12 2010-11 Change

Total Income 235.50 271.40 (13.2%) 257.14 281.2 (8.6%)

Profit Before Tax 50.24 63.81 (21.3%) 47.60 50.25 (5.3%)

Provision for Tax 10.52 15.08 (30.2%) 24.28 18.80 29.2%

Profit After Tax 39.72 48.73 (18.5%) 19.45 29.02 (32.9%)

REVIEW OF PERFORMANCE

On a standalone basis, your Company has recorded a total income from Rs 235.50. crore for the financial year ended 31st March 2012, a decrease of 13.2% compared to last year's figure of Rs 271.40 crore. The operating profit is Rs 50.24 crore and the net profit after tax is Rs 39.72 crore. The profit after tax decreased by 18.5%. Basic earnings per share work out to Rs 1.74 compared to Rs 2.16 in the previous year.

On a consolidated basis your company earned a total income of Rs 257.14 crore for the financial year, a decrease of 8.6% over the previous year's figures of Rs 281.29 crore, an operating profit of Rs 47.60 crore and a net profit of Rs 19.45 crore.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

DIVIDEND

Your Directors are pleased to recommend a dividend of 75 paise per share of Rs 1 each for the financial year ended 31st March 2012 taking into account the performance of the Company. The payment of dividend together with tax thereon will absorb Rs 19.91 crore.

DIRECTORS

The Board of Directors appointed Mr.Jean Christophe Gougeon as an Additional Director w.e.f 19.03.2012 in place of Mr. Pierre Rousseau who resigned from the Board of Directors w.e.f 22.02.2012. Mr. Jean Christophe Gougeon will hold office till the date of the forthcoming Annual General Meeting. Resolution

seeking his appointment as Director has been included in the agenda of the Annual General Meeting. The Company has received notices in writing under section 257 of the Companies Act, 1956, along with requisite fee from certain members proposing the candidature as Director of the Company. The Board recommends his appointment.

The Board of Directors place on record its sincere appreciation and gratitude for the valuable contribution and guidance received from Mr.Pierre Rousseau during his tenure as a member of the Board.

In accordance with Article 80 of the Articles of Association of the Company, Mr. Mahesh Vyas and Mr.Olivier Le Grand, Non- Executive Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Brief details of Directors proposed to be appointed and re- appointed are given in the Notice of Annual General Meeting.

CONSOLIDATED RESULTS

The Consolidated Financial Results represent those of Geojit BNP Paribas Financial Services Limited, its subsidiaries i.e., Geojit Investment Services Limited (100% held), Geojit Financial Management Services Private Limited (100% held), Geojit Credits Private Limited (65.03% held), its step down subsidiaries i.e, Geojit Technologies Private Limited (65% held), Geojit Financial Distribution Private Limited (100%), and its joint ventures i.e., BNP Paribas Securities India Private Limited (50% minus one share held).Barjeel Geojit Securities L.L.C., Dubai (30%held) and Aloula Geojit Capital Company, Saudi Arabia(28% held) prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Financial Highlights of Subsidiary Companies

Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be published on the website of the Company and kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

(Rs in Crore)

Sl. No. Name of the Subsidiary Company Percentage Total Income Profit Before Provision for Profit After of holding Tax Tax Tax

1 Geojit Investment Services Limited 100% 3.56 2.92 10.22 (7.30)

2 Geojit Financial Management Services Private Ltd 100% - (0.006) - (0.006)

3 Geojit Financial Distribution Private Limited 100% 0.31 0.22 0.068 0.15

4 Geojit Credits Private Limited 65% 6.19 4.78 1.52 3.26

5 Geojit Technologies Private Limited 65% 16.27 10.41 1.94 8.47

Considering the insignificant business activity of Geojit Investment Services Limited, the Board of Directors of the Company proposed a scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commission's clearance is awaited for the proposed amalgamation.

JOINT VENTURES

Barjeel Geojit Securities L.L.C., a joint venture in Dubai with Al Saud Group in which Geojit holds 30% recorded a net profit of Rs 4.98 crore (Previous year Rs 9.31. crore) of which Geojit's share is Rs 1.49 crore.

Aloula Geojit Capital Company, the joint venture in Saudi Arabia with Al Johar Group in which Geojit holds 28%, reported a net loss of Rs 6.42 crore (Previous year Rs 10.09 crore) of which Geojit's share is Rs 1.80 crore.

BNP Paribas Securities India Private Limited, the joint venture in Mumbai with BNP Paribas for institutional broking in which Geojit holds 49.99%, recorded a net loss of Rs 12.80 crores ( Previous year loss of Rs 16.97 crores) of which Geojit BNP Paribas's share is Rs 6.40 crores. Geojit BNP Paribas has in principle agreed to divest its stake in the said Joint Venture to BNP Paribas SA and the divestment process is going on and is expected to be completed in 2012-2013.

FIXED DEPOSITS

Your company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

HUMAN RESOURCES

As a service company, the Company's operations are heavily dependent on qualified and competent personnel. As on 31st March 2012, the Company had a total head count of 2685. Your Company takes significant effort in training all employees at various levels and conducted 700 training programmers during the year, which covered 7000 participants.

EMPLOYEE STOCK OPTION PLAN

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

The Company had obtained the approval of members for issuing 1,12,00,000 (One Crore Twelve lakh only) stock options under Employee Stock Option Plan 2010 (ESOP 2010) in the Annual General Meeting held on 2010.

PARTICULARS OF EMPLOYEES

Particulars of the employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

i. followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii. 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 your Company at the end of the financial year and the profit of your company for that period;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv. prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmot Park Business Centre, Warriam Road, Kochi - 682016, (ICAI Registration No. 008072S) were appointed as statutory auditors of your company to conduct the audit of accounts for the year ended 31st March 2012. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges & other Regulatory authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

By Order of the Board of Directors

Sd/-

Place : Kochi A.P. Kurian

Date : 29th May 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting the 17th Annual Report of your Company for the financial year ended 31 March 2011.

Financial Highlights

(Rs in crore)

Standalone Consolidated

Particulars 2010-11 2009-10 Change 2010-11 2009-10 Change

Total Income 271.40 288.18 (6%) 281.29 304.24 (8%)

Profit Before Tax 63.81 81.72 (22%) 50.25 76.80 (35%)

Provision for Tax 15.08 24.56 (39%) 18.80 28.43 (34%)

Profit After Tax 48.73 57.15 (15%) 29.02 46.18 (37%)

Balance brought forward 88.47 54.96 from previous year

Profit available for 137.20 112.11 appropriation

Appropriations :

Transfer to General Reserve 5.00 5.72

Dividend 17.12 17.92 (Including Dividend Tax)

Balance carried to 115.08 88.47 Balance Sheet

Review of Performance

On a standalone basis, your Company has recorded a total income from Rs271.40 crore for the financial year ended 31 March 2011, a decrease of 6% compared to last years figure of Rs288.18 crore. The operating profit is Rs63.81 crore and the net profit after tax is Rs48.73 crore. The profit after tax decreased by 15%. Basic earnings per share work out to Rs2.16 compared to Rs2.55 in the previous year.

On a consolidated basis your company earned a total income of Rs281.29 crore for the financial year, a decrease of 8% from the previous years figure of Rs304.24 crore, an operating profit of Rs50.25 crore and a net profit of Rs29.02 crore.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

Dividend

Your Directors are pleased to recommend a dividend of 75 paise per share of Rs1 each for the financial year ended 31 March 2011. The payment of dividend together with tax thereon will absorb Rs19.92 crore.

Increase in Share Capital

During the year under review, the paid-up share capital of the Company increased from Rs22.52 crore to Rs22.83 crore, consequent to the issue of 3,106,479 equity shares to employees upon exercise of stock options under the Employee Stock Option Plans of the Company.

Directors

In accordance with Article 80 of the Articles of Association of the Company, Mr. R. Bupathy and Mr. A. P. Kurian, Non-Executive and Independent Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief details of Directors proposed to be appointed and re-appointed are given in the Notice of Annual General Meeting.

Consolidated Results

The Consolidated Financial Results representthose of Geojit BNP Paribas Financial Services Limited, its subsidiaries i.e., Geojit Investment Services Limited (100% held), Geojit Financial Management Services Private Limited (100% held), Geojit Credits Private Limited (65.03% held), its step down subsidiaries i.e., Geojit Technologies Private Limited (65% held), Geojit Financial Distribution Private Limited (100%), Geojit Technologies FZ LLC, Dubai (100% held) and its joint ventures i.e., BNP Paribas Securities India Private Limited (50% minus one share held), Barjeel Geojit Securities L.L.C., Dubai (30% held) and Al-Oula Geojit Brokerage Company, Saudi Arabia (28% held) prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

Subsidiaries

Ministry of Corporate Affairs has granted general exemption under Section 212(8) of the Companies Act, 1956 exempting companies from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956 subject to publication of certain summarised financial information of the subsidiaries in the Annual Report. Accordingly these documents related to subsidiaries are not attached to the Balance Sheet and the summarised financial information related to subsidiaries is included in the Annual Report. Full annual report including financial information of the subsidiaries is published on the website of the Company and will be available upon request by any member interested in obtaining the same. All those documents related to subsidiaries are kept in the head office of the Company for inspection by any interested shareholder.

Geojit Investment Services Limited recorded revenue of Rs4.15 crore and a profit after tax of Rs2.21 crore.

Geojit Credits Private Limited recorded total revenue of Rs6.19 crore and profit after tax of Rs2.50 crore during the year.

The revenue of Geojit Technologies Private Limited, a step down subsidiary engaged in software development and services registered a consolidated revenue of Rs11.00 crore and a net profit after tax of Rs4.27 crore during the year.

Another step down subsidiary viz., Geojit Financial Distribution Private Limited engaged in insurance referrals has recorded a total income of Rs0.53 crore and net profit after tax of Rs0.24 crore.

Geojit Financial Management Services Private Limited, another subsidiary recorded a loss of Rs0.06 crore in the previous year.

Considering the insignificant business activity of Geojit Investment Services Limited, the Board of Directors of the company proposed a Scheme of Amalgamation of Geojit Investment Services Limited with Geojit BNP Paribas Financial Services Limited in the year 2009 pursuant to Section 394 of the Companies Act, 1956. Since Geojit Investment Services Limited was engaged in commodities futures brokerage as a member of relevant exchanges, Forward Markets Commissions clearance is awaited for the proposed amalgamation. Such clearance is awaited.

Joint Ventures

Barjeel Geojit Securities L.L.C., a joint venture in Dubai with Al Saud Group in which Geojit holds 30% recorded a net profit of Rs9.12 crore (Previous year Rs7.46 crore) of which Geojits share is Rs2.74 crore.

Al-Oula Geojit Brokerage Company, the joint venture in Saudi Arabia with Al Johar Group in which Geojit holds 28%, reported a net loss of Rs10.09 crore (Previous year Rs2.83 crore) of which Geojits share is Rs2.82 crore.

BNP Paribas Securities India Private Limited, the joint venture in Mumbai with BNP Paribas for institutional broking in which Geojit holds 49.99%, recorded a net loss of Rs16.97 crore (Previous year Rs14.84 crore) of which Geojits share is Rs8.48 crore.

Fixed Deposits

Your company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

Human Resources

As a service company, the Companys operations are heavily dependent on qualified and competent personnel. As on 31 March 2011, the Company had a total head count of 3230. Your Company takes significant effort in training all employees at various levels and conducted 1373 training programmes during the year, which covered 13516 participants.

Employee Stock Option Plan

During the year some employees of the Company have exercised part of their stock options granted under the Employees Stock Option Plan 2005 and the Compensation Committee of the Board of Directors of the Company has allotted total 3,106,479 equity shares on various dates to those who exercised the stock options at various exercise prices in accordance with the terms and conditions of the ESOP.

The Company had obtained the approval of members for issuing 11,200,000 stock options under Employees Stock Option Plan 2010 (ESOP 2010) in the last Annual General Meeting. In accordance with the said approval, the Company has granted another 2,786,795 stock options under Employees Stock Option Plan 2010 during the year which covered 1460 employees.

Details of the equity shares issued under ESOP, as also the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set ogt in Annexure I to this Report.

Particulars of Employees

Particulars of the employee covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 is given as Annexure II to this Report.

Directors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having :

i. followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

ii. 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 your Company at the end of the financial year and the profit of your Company for that period;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv. prepared the Annual Accounts on a going concern basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this report.

Corporate Governance

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, 1st Floor, Wilmont Park Business Centre,Warriam Road, Kochi - 682 016, (ICAI Registration No. 008072S) were appointed as statutory auditors of your company to conduct the audit of accounts for the year ended 31 March, 2011. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting. Your Directors have proposed them for reappointment at the forthcoming AGM.

Acknowledgements

Your Directors wish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges and other Regulatory authorities, BNP Paribas, KSIDC, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of

employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

For and on behalf of the Board of Directors

Sd/-

Place : Kochi A. P. Kurian

Date : 06-06-2011 Chairman

 
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