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Directors Report of Geometric Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their report on the business and operations of the Company for the year ended March 31, 2015.

I. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results: (Standalone)

The Company's operating performance during the year ended March 31, 2015 as compared to the previous year is summarized below:

(Rs. in Millions)

Current Year

Revenue from Operations and Other Income 4,167.95

Profit before Interest, Depreciation and Tax 1001.92

Less: Finance Costs (8.61)

Less: Depreciation and Amortization Expense (120.14)

Profit before Exceptional ltems and Taxes 873.17

Add: Exceptional Items -

Less:Tax adjustment in respect of earlier years (6.16)

Less: Tax Expense 135.57

Net Profit before Extraordinary Items 743.76

Add: Extraordinary Items and Prior Period Items -

Net Profit 743.76

Surplus brought forward 2,050.90

Profit available for Appropriation 2,794.66

APPROPRIATIONS

Proposed Dividend 161.59

Dividend Tax 32.79

Depreciation on assets whose remaining useful 1.05 life is nil, recognized in retained earning

Transfer To General Reserve 75.00

Reversal of excess provision for Dividend (20.60) Distribution Tax of previous years

Surplus carried forward 2544.83

TOTAL 2794.66

Previous Year

Revenue from Operations and Other Income 4,099.76

Profit before Interest, Depreciation and Tax 825.43

Less: Finance Costs (3.46)

Less: Depreciation and Amortization Expense (127.54)

Profit before Exceptional ltems and Taxes 694.43

Add: Exceptional Items -

Less:Tax adjustment in respect of earlier years (4.69)

Less: Tax Expense 137.36

Net Profit before Extraordinary Items 561.77

Add: Extraordinary Items and Prior Period Items -

Net Profit 561.76

Surplus brought forward 1,675.19

Profit available for Appropriation 2,236.96

APPROPRIATIONS

Proposed Dividend 127.17

Dividend Tax 20.60

Depreciation on assets whose remaining useful life is nil, recognized in retained earning

Transfer To General Reserve 56.50

Reversal of excess provision for Dividend (18.21) Distribution Tax of previous years

Surplus carried forward 2,050.90

TOTAL 2,236.96

b. Financial Results: (Consolidated)

The Company's operating performance during the year ended March 31, 2015 as compared to the previous year is summarized below:

(Rs. in Millions)

Current Year

Revenue from Operations and Other Income 11,248.06

Profit before Interest, Depreciation and Tax 1,495.55

Less: Finance Costs 33.29

Less: Depreciation and Amortization Expense 302.74

Profit before tax 1,159.53

Less:Provisionfortax 392.12

Net Profit before Extraordinary Items 767.41 and Minority Interest

Net Profit before Minority Interest 767.41

Less: Minority Interest (215.81)

Net Profit 551.60

Surplus brought forward 2,602.52

Profit available for Appropriation 3,154.12

APPROPRIATIONS

Proposed Dividend 161.59

Dividend Tax 32.79

Transfer To General Reserve 105.16

Dividend Tax Paid By Subsidiary 45.90

Depreciation on assets whose remaining useful 1.75 life is nil, recognized in retained earning

Translation of reserves of non-integral - foreign operations

Reversal of excess provision for Dividend (20.60) Distribution Tax of previous years Surplus carried forward 2827.53

TOTAL 3,154.12

Previous Year

Revenue from Operations and Other Income 11,091.59

Profit before Interest, Depreciation and Tax 1,399.36

Less: Finance Costs 34.77

Less: Depreciation and Amortization Expense 345.64

Profit before tax 1,018.96

Less:Provisionfortax 387.88

Net Profit before Extraordinary Items 631.09 and Minority Interest

Net Profit before Minority Interest 631.09

Less: Minority Interest (168.66)

Net Profit 462.43

Surplus brought forward 2,416.17

Profit available for Appropriation 2,878.60

APPROPRIATIONS

Proposed Dividend 127.16

Dividend Tax 20.60

Transfer To General Reserve 83.76

Dividend Tax Paid By Subsidiary 65.94

Depreciation on assets whose remaining useful life is nil, recognized in retained earning

Translation of reserves of non-integral (3.18) foreign operations

Reversal of excess provision for Dividend (18.21) Distribution Tax of previous years Surplus carried forward 2,602.52

TOTAL 2,878.60

c. Business Review / Operations:

The Industrial vertical market which we serve showed a lot of uncertainty throughout the financial year. Our largest accounts particularly from the off-highway equipment sector showed significant slowdown in business. The Automotive industry stayed positive and we saw trends sustaining in global engineering, driving a gradual increase in demand for our key offerings in engineering and PLM IT. Our business from the Aerospace industry continued on the expected growth path as our three flagship customer groups renewed their faith in our capabilities through long term contracts.

Operating revenues in rupee terms for the consolidated financials increased from INR 10,954.52 Mn in FY14 to INR 11,053.01 Mn in FY15, a growth of 1%. For the same period, profit-after-tax increased from INR 462.43 Mn in FY14 to INR 551.69 Mn in FY15, a growth of 19%.

The business segments of the Company - software services, engineering services and products recorded the following trends in the year FY15:

* Software services contribution to the top line increased from 60% in FY14 to 62% in FY15.

* Engineering services contribution to the top line decreased from 34 % in FY14 to 31% in FY15.

* Products business contribution to the top line increased from 6% in FY14 to 7% in FY15.

The Company's performance in the four regions in which we operate can be summarized as follows:

* USA's share increased from 58% in FY14 to 59 % in FY15; a growth of1%in absolute terms.

* Europe's share of revenue decreased from 32% in FY14 to 30% in FY15; a de-growth of 2% in absolute terms which includes revenue of Geometric GmbH for the full year.

* APAC's share increased from 4% in FY14 to 6% in FY15.

* India's share is flat at6%.

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 increased from 62.30% in FY14 to 63.70% in FY15. In absolute terms, this segment recorded growth of 1.9% over the previous year. (USD 115.10 Mn in FY15 Vs USD 113 Mn in FY14)

* Strategic Partners: Segment share of business reduced from 2.72% in FY14 to 2.2% in FY15; showing a reduction of 18.86 % in absolute terms. (USD 4 Mn in FY15 Vs USD 4.93 Mn in FY14)

* Software ISVs: Segment share of business decreased from 34.98% in FY14 to 34.10% in FY15. In absolute terms, this segment recorded de-growth of 3.07% over the previous year. (USD 61.50 Mn in FY15 Vs USD 63.45 Mn in FY14)

In the coming financial year, our vertical organization with P&L accountability and continued business development focus on hunting accounts, will help us build closer customer relationships. Our horizontal organization with bulk of the delivery capacity will ensure the focus on innovation, quality and competency to build customer intimacy and drive predictable revenue. Our investments in sales transformation for value selling, in building differentiated offerings intertwining our IP solutions and in bringing the focus to chase large deals are poised to provide the right solutions for our accounts globally.

d. Dividend:

The Directors recommend payment of dividend to the shareholders for the year at the rate of Rs. 2.50 per Equity Share of Rs. 2 each, compared to Rs. 2 dividend per Equity Share, paid last year.

e. Change in Registered Office:

During the year under review, the registered office of the Company was shifted from "Unit No. 703-A, 7th Floor, B Wing, Reliable Tech Park,Airoli, Navi Mumbai - 400708" to "Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai 400079" within the State of Maharashtra. The procedure of postal ballot was followed and the special resolution for the same was passed on June 13, 2014.

f. Subsidiaries:

The Company has the following wholly-owned Subsidiary Companies:

a) GeometricAmericas,lnc.,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 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)

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Board has issued 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, March 31, 2015 is attached and marked as Annexure I (AOC-1) and forms part of this Report.

The entire set of subsidiary financials will be kept ready for inspecfion at the registered office and the same will be displayed on the Company's website, in accordance to the requirements of the Act.

Particulars of a newly incorporated company which has become subsidiary of an existing subsidiary, during the year under review, are as under:

Name of the Company Relationship with the Company

3DGlobalServicesPvt.Ltd. Wholly owned subsidiary of 3D PLM Software Solutions Ltd, subsidiary of the Company

Name of the Company Details of changes Date of change

3DGlobalServicesPvt.Ltd. Incorporatedduring Date of incorporation: FY2014-15 November 19, 2014

The policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://geometricglobal.com/wp-content/uploads/2014/11/Policy on Material Subsidiaries.pdf

g. Transfer To Reserves:

The Board has recommended transfer of Rs. 105.16 Mn to the General Reserve out of the amount available for appropriation and an amount of Rs. 2,827.53 Mn is proposed to be carried forward to the Statement of Profit and Loss.

h. Revision of Financial Statement:

There was no revision of the financial statements for the year under review.

i. 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.

j. Disclosures under Section 134(3)(l) 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.

k. 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 ineffecfiveness or inadequacy of such controls.

l. 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 impact on the going concern status and the Company's operations in future.

m. 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.

n. Particulars of Loans, Guarantees and Investments:

Parficulars 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.

o. 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 furnished.

p. 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 furnished.

q. 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 other applicable Regulations, 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.

r. 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 furnished.

II. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors & Key Managerial Personnel:

In terms of Section 152 of the Companies Act, 2013, Dr. K. A. Palia refires by rotation and being eligible, offer himself for re- appointment at the ensuing Annual General Meeting.

In terms of Section 149 of the Companies Act, 2013, Mr. Marc Dulude, Independent Director was appointed as Additional Director of the Company on November 24, 2014 to hold office upto the date of ensuing Annual General Meeting. The Company has received notices from shareholders alongwith requisite deposits proposing the candidature of Mr. Marc Dulude for appointment as Director in Independent capacity, at the ensuing Annual General Meeting for a term of 5 (five) consecutive years upto July 26, 2020.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

Further to resignation of Mr. Arvind Kakar, Mr. Neeraj Dutt was appointed as Key Managerial Person designated as Chief Financial Officer of the Company w.e.f. May 6, 2014.

Further to resignation of Mr. Neeraj Dutt w.e.f February 6, 2015, Mr. Shashank Patkar was appointed as Key Managerial Person designated as Chief Financial Officer of the Company w.e.f February 9, 2015.

Pursuant to resignation of Ms. Maria Monserrate w.e.f September 1, 2014, Ms. Sunipa Ghosh was appointed as Key Managerial Person designated as Company Secretary w.e.f. October 6, 2014.

b. Declaration by Independent Directors:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

III. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met five times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Board meetings were held on April 29, 2014, July 23, 2014, October 20, 2014, December 9, 2014 and January 28, 2015, with necessary quorum present at all the meetings.

b. Directors 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, 2015 and of the 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 Commitiee:

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.MilindSarwate,Memberand

4. Mr.AjayMehra,Member.

The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the 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.

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, as set out in the Audit Committee Charter.

During the year under review, the Board of Directors of the Company had accepted all the recommendations.

e. Stakeholders Relationship Committee:

The constitution, roles and responsibilities of the Stakeholder's Relationship Committee, comprising of Mr. Jamshyd Godrej, Mr. Manu Parpia and Dr. Kyamas 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' Relationship Committee.

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, etc.

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 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 & CEO

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated 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 here in below:

http://geometricglobal.com/investors/Corporate-Social-Responsibility

The Company could not spend the prescribed amount towards CSR during FY 2014-15 as the CSR activities of the Company are being planned out so as to ensure the optimum utilization of the funds.

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 has 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 Companies (Appointment & Remuneration) Rules, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked 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 and Whole time Directors of the Company are not in receipt of remuneration/commission from any subsidiary of the Company.

IV. AUDITORS AND REPORTS

The matters related to Auditors and their Reports for the year ended March 31, 2015 are as under:

a. Observations of Statutory Auditors on Accounts:

The observations made by the Statutory Auditors in their report for the financial year ended March 31, 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. Secretarial Audit report:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act.

Secretarial Audit Report issued by Rathi and Associates, Practicing Company Secretaries, in Form MR-3 for the financial year 2014-15 forms part of this Report and has been attached as Annexure VII.

c. AUDITORS:

The casual vacancy caused by the resignation of M/s. Kalyaniwalla & Mistry, Chartered Accountants, Statutory Auditors of the Company, was filled up by the Board of Directors by appointing M/s. BSR & Co. LLP, Chartered Accountants as Statutory Auditors of the Company on June 16, 2015 fill the conclusion of the 21st Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. BSR & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company have been recommended by the Audit Committee and the Board of Directors for a term of 5 years from the conclusion of the 21st Annual General Meeting fill the conclusion of the 26th Annual General Meeting.

The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

Necessary resolution for appointment of M/s. BSR & Co. LLP, Chartered Accountants, as StatutoryAuditors is included in the Notice of AGM for seeking approval of members.

V. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with 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, 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure VIII 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 Listing Agreement with Stock Exchange a report on Corporate Governance is given in the Annexure IV to this Report.

d. Management Discussion Analysis:

As required under the Listing Agreement with Stock Exchange a Management Discussion and Analysis report is given in the Annexure X to this Report.

e. Whistle Blower Policy:

The Company has adopted the Whistle Blower mechanism for director and employees to report the concerns about the unethical behavior, actual and suspected fraud, or violation of the Company's Code of Conduct. The Whistle Blower Policy is attached as Annexure XI which forms part of this Report.

f. Sexual harassment:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established local committees, 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.

VI. 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.

On behalf of the Board of Directors

sd/- sd/-

J.N. Godrej(DIN - 00076250) Manu Parpia (DIN - 00118333) Chairman Managing Director and CEO

Place: Mumbai Date: April 27, 2015

CIN : L72200MH1994PLC077342 Reg. Office : Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai-400079 Tel No. : 91.22.6705 6500 Fax No. : 91.22.67056891 E-Mail : investor-relations@geometricglobal.com Website : www.geometricglobbal.com


Mar 31, 2013

The Directors have pleasure in presenting their report on the business and operations of the Company for the year ended March 31, 2013.

IA. FINANCIAL RESULTS: (STANDALONE)

The Company''s operating performance during the year ended March 31, 2013 as compared to the previous year is summarized below:

(Rs. in Millions)

Current Year Previous Year

Revenue from Operations and Other Income 3,691.54 3,055.33

Profit before Interest, Depreciation and Tax 564.04 366.84

Less : Finance Costs (2.70) (3.91)

Less : Depreciation and Amortization Expense (123.55) (88.76)

Profit before exceptional Items and Taxes 437.79 274.17

Add: Exceptional Items 6.12 243.94

Less : Tax adjustment in respect of earlier years (3.35) (7.48)

Less : Tax Expense 103.06 113.61

Net profit before extraordinary Items 344.20 411.98

Add: Extraordinary Items and Prior Period Items - -

Profit For The Period 344.20 411.98

Surplus brought forward 1,479.63 1,213.40

Profit available for Appropriations 1,823.83 1,625.38

Appropriations

Final Dividend 107.24 100.44

Dividend Tax 18.21 16.27

Transfer To General Reserve 34.42 41.20

Reversal of excess provision for dividend distribution tax of previous years (11.23) (12.15)

Surplus carried forward 1,675.19 1,479.63

TOTAL 1,823.83 1,625.38

IB. FINANCIAL RESULTS: (CONSOLIDATED)

The Company''s operating performance during the year ended March 31, 2013 as compared to the previous year is summarized below:

(Rs. in Millions)

Current Year Previous Year

Revenue from Operations and Other Income 10,321.97 8,241.76

Profit before Interest, Depreciation and Tax 1,609.37 1,309.62

Less : Finance Costs 35.57 24.83

Less : Depreciation and Amortization Expense 329.40 269.66

Profit before tax 1,244.40 1,015.13

Less : Provision for tax 376.85 278.05

Net profit before Extraordinary Items and Minority Interest 867.55 737.08

Add: Extraordinary Items - (3.82)

Net Profit before Minority Interest 867.55 733.26

Less: Minority Interest (180.09) (141.68)

Net Profit 687.47 591.58

Surplus brought forward 1,926.44 1,604.32

Profit available for Appropriations 2,613.91 2,195.89

Appropriations

Proposed Dividend 107.24 100.44

Dividend Tax 18.21 16.27

Transfer To General Reserve 60.81 41.48

Corporate Dividend Tax Paid By Subsidiary 19.39 19.61

Translation of reserves of non-integral foreign operations 3.32 -

Reversal of excess provision for dividend distribution tax of previous years (11.23) (12.15)

Adjustments on Acquisition of Subsidiary - 103.80

Surplus carried forward 2,416.17 1,926.44

TOTAL 2,613.91 2,195.89

2. DIVIDEND:

The Directors recommend payment of dividend to the shareholders for the year at the rate of Rs. 1.70 per Equity Share of Rs. 2 each, compared to Rs. 1.60 dividend per Equity Share, paid last year.

3. BUSINESS REVIEW:

Part of the major markets that we serve showed a lot of uncertainty in the second half of the financial year, particularly the off-highway equipment manufacturing industry and Europe geography. Automotive industry, positively recovering from the global recession, saw demand returning in global engineering resulting in a gradual increase in demand for our key offerings in engineering and PLM IT. Aerospace also showed promise though from a small base.

The consolidated revenues for FY13 increased from USD 136.47 Mn in FY 12 to USD 167.51 Mn, a growth of 22.7%. Operating revenues in rupee terms also increased from INR 8,078.9 Mn in FY 12 to INR 10,203.6 Mn in FY 13, a growth of 26.3%. For the same period, profit-after-tax increased from INR 591.6 Mn to INR 687.5 Mn (after adjustment for extraordinary items), a growth of 16.21%.

The business segments of the Company - software services, engineering services, products and embedded systems recorded the following trends in the year FY13:

- Software services contribution to the top line decreased from 55.45% in FY12 to 55.20% in FY13.

- Engineering services contribution to the top line decreased from 39.30 % in FY12 to 39.02 % in FY13.

- Products business contribution to the top line increased from 5.3% in FY12 to 5.7% in FY13.

The Company''s performance in the four regions in which we operate can be summarized as follows:

- USA''s share decreased from 71.3% in FY12 to 65.10% in FY13; a growth of 8% in absolute terms.

- Europe''s share of revenue increased from 18.4% in FY12 to 23.89% in FY13; almost two-fold growth in absolute terms which includes revenue consolidated on account of acquisition of 3cap.

- APAC''s share increased from 4.2% in FY12 to 4.53% in FY13.

- India''s share increased from 6.10% in FY12 to 6.48% in FY13.

These numbers reflect the positive demand environment in Europe and investments in India which continue to be our growth markets.

Trends in various customer segments that the Company caters to were as follows:

- Direct Industrial: Segment share of business Increased from 60.7% in FY12 to 61.94% in FY13. In absolute terms, this segment recorded a growth of 13.82 % over the previous year. (USD 109.62 Mn in FY13 Vs USD 96.31 Mn in FY12)

- Strategic Partners: Segment share of business reduced from 6.8% in FY12 to 5.18% in FY13; showing a reduction of 14.51% in absolute terms. (USD 9.04 Mn in FY13 Vs USD 10.72 Mn in FY12)

- Software ISVs: Segment share of business Increased from 32.6% in FY12 to 32.88% in FY13. In absolute terms, this segment recorded a growth of 12.62 % over the previous year. (USD 58.20 Mn in FY13 Vs USD 51.68 Mn in FY12)

In the coming financial year, our vertical organization and segregated business development focus on farming and hunting accounts will help us build closer customer relationships. Our investments in embedded systems, new IP based solutions with partners and our consulting capabilities are poised to provide comprehensive solutions for our identified accounts globally. We expect better growth coming from Europe, especially in PLM IT over the next year.

4. INVESTMENTS

During the year, the Company has subscribed to equity shares with no par value of Geometric Europe GmbH aggregating to Euro 2.5 Million, with a view to infuse funds in that Company.

5. DIRECTORS:

In terms of Article 131 of the Articles of Association of the Company, Mr. J.N. Godrej and Ms. Anita Ramachandran retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. Mr. Manu Parpia has been re-appointed as Managing Director & CEO of the Company with effect from April 8, 2013, subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

6. AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, Statutory Auditors of the Company, retire on the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

7. AUDIT COMMITTEE

The Company has an Audit Committee consisting of four non-executive Directors of the Company, viz. Mr. Milind Sarwate - Chairman, Dr. K.A. Palia, Dr. Richard Riff and Ms. Anita Ramachandran. The accounts have been duly reviewed by the Audit Committee.

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

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure "A" to this Report.

9. 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) Geometric S.R.L., Romania (A WOS of Geometric Americas, Inc.)

c) Geometric SAS, France (A WOS of Geometric Americas, Inc.)

d) Geometric China Inc. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore)

e) Geometric Japan K.K. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore)

f) 3cap technologies GmbH (A WOS of Geometric Europe GmbH, Germany w.e.f January 1, 2013)

During the year, Geometric Europe GmbH has acquired 100% stake in 3Cap Technologies GmbH, a company specialized in automotive and embedded systems located in Germany, for a total consideration of Euro 11 Mn.

The Company has initiated the transfer of its operations in France and Romania to Geometric Europe GmbH w.e.f. April 1, 2013 and the formalities are in progress.

As required under Section 212 of the Companies Act, 1956, the subsidiaries'' statements of accounts for the year ended March 31, 2013 are attached to the Balance Sheet.

10. PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, as amended, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure ''B'' to this Report.

11. STOCK OPTIONS:

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure "C" to this report.

The Board of Directors of the Company at their meeting held on April 29, 2013, approved introduction of a new Stock Option Schemes titled ESOP Scheme 2013 - Directors'' and ''ESOP Scheme 2013 - Employees'' for issuance of upto 0.30 Mn and 31.50 Mn Options to the Directors and Employees of the Company (including its subsidiaries) respectively. The Scheme is subject to approval of the Members at the forthcoming Annual General Meeting.

12. CORPORATE GOVERNANCE:

As required under the Listing Agreement with Stock Exchange a report on Corporate Governance is given in the Annexure "D" to this report.

13. EMPLOYEE RELATIONS:

The Company continued to have cordial relations with its employees.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from the Operating Management, and after due enquiry confirm;

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) that the selected accounting policies were applied consistently and the Directors 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 March 31, 2013 and of the profit of the Company for the year ended on that date;

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

(iv) that the annual accounts have been prepared on a going concern basis.

15. ACKNOWLEDGEMENT:

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.

On behalf of the Board of Directors

J.N. Godrej

Chairman

Place: Mumbai

Date: April 29, 2013


Mar 31, 2012

The Directors have pleasure in presenting their report on the business and operations of the Company for the year ended March 31, 2012.

IA. FINANCIAL RESULTS: (STANDALONE)

The Company's operating performance (standalone) during the year ended March 31, 2012 as compared to the previous year is summarized below:

(Rs in Millions)

Current Year Previous Year

Sale and Other Income 3,055.33 2,519.67

Profit before Interest, Depreciation and Tax 366.84 319.15

Less:lnterest and Finance Charges (3.91) (6.14)

Less: Depreciation (88.76) (79.91)

Profit before Taxes 274.17 233.10

Add: Exceptional Items 243.94 -

Less: Tax adjustment in respect of earlier years (7.48) (1.28)

Less: Provision for Taxes 113.61 11.31

Net Profit before Extraordinary Items and Minority Interest 411.98 223.07

Add: Extraordinary Items and Prior Period Items - -

Net Profit 411.98 223.07

Surplus brought forward 1,213.40 1,098.03

Profit available for Appropriation 1,625.38 1,321.10

Appropriations

Proposed Dividend 100.44 74.91

Dividend Tax 16.27 10.39

Transfer To General Reserve 41.20 22.40

Reversal of excess provision for dividend distribution tax of previous years (12.15) -

Surplus carried forward 1,479.63 1,213.40

Total 1,625.38 1,321.10

IB. FINANCIAL RESULTS: (CONSOLIDATED)

The Company's operating performance (consolidated) during the year ended March 31, 2012 as compared to the previous year is summarized below:

(Rs in Millions)

Current Year Previous Year

Sale and Other Income 8,241.76 6,229.11

Profit before Interest, Depreciation and Tax 1,309.78 946.52

Less: Interest and Finance Charges 24.83 9.87

Less: Depreciation 269.66 235.46

Profit before Taxes 1,015.29 701.19

Less: Provision for Taxes 278.21 17.12

Net Profit before Extraordinary Items and Minority Interest 737.08 684.07

Add: Extraordinary Items (3.82) (0.53)

Net Profit before Minority Interest 733.26 683.54

Less: Minority Interest (141.68) (108.33)

Net Profit 591.58 575.21

Surplus brought forward 1,604.32 1,201.94

Profit available for Appropriation 2,195.89 1,777.15

Appropriations

Proposed Dividend 100.44 74.91

Dividend Tax 4.11 10.39

Transfer To General Reserve 41.49 61.90

Corporate Dividend Tax Paid by Subsidiary 19.61 25.63

Adjustments on Acquisition of Subsidiary 103.80 -

Surplus carried forward 1,926.44 1,604.32

Total 2,195.89 1,777.15

2. DIVIDEND:

The Directors recommend payment of dividend to the shareholders for the year at the rate ofRs 1.60 per Equity Share of Rs 2 each, compared to Rs 1.20 dividend per Equity Share, paid last year.

3. BUSINESS REVIEW:

The good growth witnessed on both standalone and consolidated results for the financial year 2011-12 (FY12) has reinforced our conviction in the major markets that we serve. The industry, positively recovering from the global recession, took future oriented decisions that increased the demand for our services and solutions.

The consolidated revenues for FY12 increased from USD 136.47 mn in FY11 to USD 167.51 mn, a growth of 22.7%. Revenues in rupee terms also increased from INR 6206.1 mn in FY 11 to INR 8078.9 mn in FY 12, a growth of 30.2%. For the same period, profit-after-tax increased from INR 575.2 mn to INR 591.6 mn (after adjustment for extraordinary items), a growth of 2.8%. Lower growth in profit-after-tax compared to the growth in operating revenue, is mainly due to tax on sale of asset of INR 66 mn and higher effective tax rate in FY12 at 20.9% compared to 2.4% in FY11.

The three business segments of the Company - software services, engineering services and products recorded the following trends in the year FY12:

- Software services contribution to the top line decreased from 56.9% in FY11 to 55.2% in FY12.

- Engineering services contribution to the top line increased from 36.7 % in FY11 to 39.5 % in FY12.

- Products business contribution to the top line decreased from 6.4% in FY11 to 5.3% in FY12.

The Company's performance in the four regions in which we operate can be summarized as follows:

- USA's share moved from 67% in FY11 to 71.3% in FY12; a growth of 30.5% in absolute terms.

- Europe's share of revenue decreased from 21.7% in FY11 to 18.4% in FY12; a de-growth of 4.4% in absolute terms.

- APAC's share decreased from 5.3% in FY11 to 4.2% in FY12.

- India's share increased from 5.9% in FY11 to 6.1% in FY12.

These numbers reflect the positive demand environment in North America and growing investments in India which continue to be our growth markets.

Trends in various customer segments that the Company caters to were as follows:

- Direct Industrial: Segment share of business reduced from 61.2% in FY11 to 60.7% in FY12. In absolute terms, this segment recorded a growth of 23.2% over the previous year. (USD 96.31 mn in FY12 Vs 78.14 mn in FY11)

- Strategic Partners: Segment share of business reduced from 7.6% in FY11 to 6.8% in FY12; still showing a growth of 11.1% in absolute terms. (USD 10.72 mn in FY12 Vs 9.65 mn in FY11)

- Software ISVs: Segment share of business increased from 31.3% in FY11 to 32.6% in FY12. In absolute terms, this segment recorded a growth of 29.2% over the previous year. (USD 51.68 mn in FY12 Vs 39.99 mn in FY11).

In the coming financial year, we will strengthen our differentiated offerings with consulting capabilities to provide comprehensive solutions for our customers' needs and focus to grow our identified key and important accounts globally.

4. INVESTMENTS

During the year, the Company has subscribed to 432 common stock with no par value of Geometric Americas Inc. aggregating to USD 10 million, with a view to infuse funds in that Company.

5. DIRECTORS:

Mr. Parth Gandhi, a nominee of ICICI Venture Funds Management Company, resigned w.ef. July 25, 2011 and Mr. K.S. Jangbahadur was appointed in his place. Mr. K. S. Jangbahadur resigned w.e.f. August 29, 2011.

In terms of Article 131 of the Articles of Association of the Company, Dr. Kyamas Palia and Mr. Ajay Mehra retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

6. AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, Statutory Auditors of the Company, retire on the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

7. AUDIT COMMITTEE

The Company has an Audit Committee consisting of four Non-Executive Directors of the Company, viz. Mr. Milind Sarwate - Chairman, Dr. K. A. Palia, Dr. Richard Riff and Ms. Anita Ramachandran. The accounts have been duly reviewed by the Audit Committee.

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

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure "A" to this Report.

9. 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 (w.e.f July 1, 2011).

b) Delmia Solutions Pvt. Ltd. (A WOS of 3D PLM Software Solutions Ltd., w.e.f. July 1, 2011)

c) Geometric S.R.L., Romania (A WOS of Geometric Americas, Inc.)

d) Geometric SAS France (A WOS of Geometric Americas, Inc.)

e) Geometric China Inc. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore)

f) Geometric Japan K.K. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore w.e.f. April 1, 2011)

The Boards of 3D PLM Software Solutions Limited ('3DPLM') and Delmia Solutions Private Limited ('DSPL') have approved the merger of DSPL with 3D PLM subject to requisite approvals.

As required under Section 212 of the Companies Act, 1956, the subsidiaries' statements of accounts for the year ended March 31, 2012 are attached to the Balance Sheet.

10. PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, as amended, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure 'B' to this Report.

11. STOCK OPTIONS:

The disclosures required to be made under SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure "C" to this report.

12. CORPORATE GOVERNANCE:

As required under the Listing Agreement with Stock Exchange a report on Corporate Governance is given in the Annexure "D" to this report.

13. EMPLOYEE RELATIONS:

The Company continued to have cordial relations with its employees.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from the Operating Management, and after due enquiry confirm;

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) that the selected accounting policies were applied consistently and the Directors 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 March 31, 2012 and of the profit of the Company for the year ended on that date;

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

(iv) that the annual accounts have been prepared on a going concern basis.

15. ACKNOWLEDGMENT:

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.



On behalf of the Board of Directors

J.N. Godrej

Chairman

Place: Mumbai

Date: May 25, 2012


Mar 31, 2011

The Members

The Directors have pleasure in presenting their report on the business and operations of the Company for the year ended March 31, 2011.

1A. FINANCIAL RESULTS: (STANDALONE)

The Company's operating performance (standalone) during the year ended March 31, 2011 as compared to the previous year is summarized below:

(Rs. in Millions)

Current Year Previous Year

Sales and Other Income 2,519.67 2,209.86

Profit before Interest, Depreciation and Tax 319.15 236.92

Less: Interest and Finance Charges (6.14) (6.39)

Less: Depreciation (79.91) (80.43)

Profit before Taxes 233.10 150.10

Less: Tax adjustment in respect of earlier years (1.28) -

Less: Provision for Taxes 11.31 10.61

Net Profit before Extraordinary Items and Minority Interest 223.07 139.49

Add: Extra ordinary Items & Prior Period Items - (3.13)

Net Profit 223.07 136.36 Surplus brought forward 1,098.03 1,052.96

Profit available for Appropriation 1,321.10 1,189.32

Appropriations

Proposed Dividend 74.91 68.33

Dividend Tax 10.39 9.32

Transfer to General Reserve 22.40 13.65

Surplus Carried Forward 1,213.40 1,098.03

Total 1,321.10 1,189.33

IB. FINANCIAL RESULTS: (CONSOLIDATED)

The Company's operating performance (consolidated) during the year ended March 31, 2011 as compared to the previous year is summarized below:

(Rs. in Millions)

Current Year Previous Year

Sales and Other Income 6229.11 5,143.60

Profit before Interest, Depreciation and Tax 946.52 865.02

Less interest and Finance Charges 9.87 33.25

Less: Depreciation 235.46 231.52

Profit before Taxes 701.19 600.25

Less Provision for Taxes 17.12 4.05

Net Profit before Extraordinary Items and Minority Interest 684.07 596.20

Add: Extra ordinary Items (0.53) (2.19)

Net Profit before Minority Interest 683.54 594.01

Less: Minority Interest (108.33) (127.40)

Net Profit 575.21 466.61

Surplus brought forward 1,201.94 861.84

Profit available for Appropriation 1,777.15 1,328.45

Appropriations

Proposed Dividend 74.91 68.33

Dividend Tax 10.39 11.50

Transfer to General Reserve 61.90 43.40

Corporate Dividend Tax Paid by Subsidiary 25.63 3.28

Surplus Carried Forward 1,604.32 1,201.94

Total 1,777.15 1,328.45

2. DIVIDEND:

The Directors recommend payment of dividend to the shareholders for the year at the rate of? 1.20 per Equity Share of Rs. 2 each, compared to Rs. 1.10 including a special dividend of Rs. 0.30 per Equity Share, paid last year.

3. BUSINESS REVIEW:

The financial year 2010-11 was a good year in which we saw an increased demand for our services and solutions as our major markets slowly but surely recovered from the effects of the global recession. The consolidated revenues for year ended FY11 increased from USD 108.12 mn in FY10 to USD 136.47 mn, a growth of 26.2%. Revenues in rupee terms also increased from INR 511.56 Cr in FY10 to INR 620.61 Cr in FY11, a growth of 21.3% impacted due to the appreciation of the rupee by 3.9%. For the same period, profit after tax increased from INR 46.66 Cr to INR 57.52 Cr (after adjustment for extraordinary items). A significant contributor to this increase was differential in forex gain compared to the last year which is INR 19.61 crores in FY11 as against the lossoflNR1.97croresinFY10.

The three business segments of the Company - software services, engineering services and products recorded the following trends in the year FY11:

- Software services contribution to the top line decreased from 64.3% in FY10 to 56.9% in FY11. In absolute terms, this business increased by 11.7% over the previous year.

- Engineering services contribution to the top line increased from 28.4% in FY10 to 36.7 % in FY11. In absolute terms, the Engineering services increased by 63.1% over the previous year.

- Products business contribution to the top line decreased from 7.3% in FY10 to 6.4% in FY11. In absolute terms, the products business increased by 10.1% over the previous year.

- The Company's performance in the four regions in which we operate can be summarized as follows:

- USA's share moved from 63.3% in FY10 to 72.6% in FY11; a growth of 44.8% in absolute terms.

- Europe's share of revenue decreased from 26.2% in FY10 to 16% in FY11; a de-growth of 23.2% in absolute terms.

- APAC's share increased from 4.7% in FY10 to 5.6% in FY11.

- India's share increased from 5.8% in FY10 to 5.9% in FY11.

These numbers reflect the positive demand environment.

Trends in various vertical segments that the Company caters to were as follows:

- Software ISV & Partners: Segment share of business reduced from 47.6% in FY10 to 38% in FYll; still showing a growth of 1.8% in absolute terms.

- Automotive: Segment share of business increased from 32.5% in FY10 to 34% in FYll. In absolute terms, this segment recorded a growth of 33.6% over the previous year. (USD 43.48 mn in FYll Vs 32.54 mn in FY10)

- Agricultural and Construction Equipment: Segment share of business increased at 14.3% in FYll compared to 10.8% in FY10. In absolute terms, this segment recorded a growth of 68.9% over the previous year. (USD 18.30 mn in FYll Vs 10.84 mn in FY10)

- Industrial and Marine Engineering: Segment share of business increased from 5.3% in FY10 to 7.5% in FYll. In absolute terms, this segment recorded a year-on-year growth of 80%. (USD 9.52 mn in FYll Vs 5.29 mn in FY10).

In the coming financial year, while the demand for our services remain high, our approach will be to repackage our offerings into solutions that meet our customers' needs.

4. DIRECTORS:

Mr. Parth Gandhi, a nominee of ICICI Venture Funds Management Company Limited was appointed as an Additional Director with effect from October 22, 2010. Mr. Gandhi holds office until the date of the Annual General Meeting. Your Board recommends his appointment as a Director of the Company.

Mr. Ravishankar G., Managing Director & CEO of the Company resigned from office with effect from April 8, 2011. The Board places on record its appreciation to Mr. Ravishankar G. for producing record profits in FYll. Mr. Manu Parpia has been appointed as Managing Director & CEO of the Company with effect from April 8, 2011, subject to the approval of the members of the Company at the ensuing Annual General Meeting.

In terms of Article 131 of the Articles of Association of the Company, Mr. Milind Sarwate and Dr. Richard Riff retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

5. AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, Statutory Auditors of the Company, retire on the conclusion of the ensuing Annual General Meeting of the Company and being eligible,offer themselves for re-appointment.

6. AUDIT COMMITTEE

The Company has an Audit Committee consisting of four non-executive Directors of the Company, viz Mr. Milind Sarwate - Chairman, Dr. K A Palia, Dr. Richard Riff and Ms. Anita Ramachandran. The accounts have been duly reviewed by the Audit Committee.

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

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure "A" to this Report.

8. 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 70% stake.

b) Geometric S.R.L., Romania (A WOS of Geometric Americas Inc., USA)

c) Geometric SAS France (A WOS of Geometric Americas Inc., USA)

d) Geometric China Inc. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore)

e) Geometric Japan K.K. (A WOS of Geometric Asia Pacific Pte. Ltd, Singapore w.e.f. April 1,2011)

The Hon'ble High Court of Judicature at Bombay has, by its Order dated April 8, 2011, sanctioned the Scheme of Amalgamation of Somero Enterprises Inc. with 3D PLM Software Solutions Ltd., a subsidiary of the Company.

As required under Section 212 of the Companies Act, 1956, the subsidiaries' statements of accounts for the year ended March 31, 2011 are attached to the Balance Sheet.

9. PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, as amended, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure 'B' to this Report.

10. STOCK OPTIONS:

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure "C" to this Report.

The Board of Directors of the Company at their meeting held on April 25, 2011, approved introduction of a new Employee Stock Option Scheme titled 'ESOP Scheme-2011' for issuance of upto 1.8 Million Options to the senior management of the Company and its subsidiaries. The Scheme is subject to approval of the Members at the forthcoming Annual General Meeting.

11. CORPORATE GOVERNANCE:

As required under the Listing Agreement with Stock Exchanges a report on Corporate Governance is given in the Annexure "D" to this report.

12. EMPLOYEE RELATIONS:

The Company continued to have cordial relations with its employees.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from the Operating Management, and after due enquiry confirm;

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) that the selected accounting policies were applied consistently and the Directors 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 March 31, 2011 and of the profit of the Company for the period ended on that date;

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

(iv) that the annual accounts have been prepared on a going concern basis.

14. ACKNOWLEDGEMENT:

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.

On behalf of the Board of Directors J.N.Godrej Chairman

Place: Mumbai Date: April 25, 2011


Mar 31, 2010

The Directors have pleasure in presenting their report on the business and operations of the Company for the year ended March 31, 2010.

1A. Financial Results: (Standalone)

The Companys operating performance (standalone) during the year ended March 31, 2010 as compared to the previous year is summarized below:

(Rupees in Millions) Current Year Previous Year Sale and Other Income 2,210.42 2,453.85 Profit before Interest, Depreciation and Tax 234.57 116.55 Less: Interest and Finance Charges 4.03 10.58 Less: Depreciation 80.43 96.58 Profit before Taxes 150.11 9.40 Less : Tax adjustment in respect of earlier years - - Less: Provision for Taxes 10.61 3.48 Net Profit before Extraordinary Items and Minority Interest 139.5 5.92 Add: Extraordinary Items and Prior Period Items (3.13) 424.22 Net Profit 136.37 430.15 Surplus brought forward 1,052.96 1,257.98 Residual Dividend for previous year - (0.01) Corporate Dividend Tax thereon - - Profit available for Appropriation 1,189.33 1,688.12 Appropriations Proposed Dividend 68.33 49.69 Dividend Tax 9.32 3.86 Transfer To Investment Reorganization Reserve - 538.51 Transfer To General Reserve 13.65 43.10 Surplus Carried Forward 1,098.03 1,052.96 Total 1,189.33 1,688.12

2. DIVIDEND:

The Directors recommend payment of dividend to the shareholders for the year at the rate of Rs. 1.10 per Equity Share of Rs. 2 each, the same as last years dividend at the rate of Rs. 0.80 per Equity Share plus a special dividend at the rate of Rs. 0.30 per Equity Share. The Directors believe that in view of the future prospects of the Company, the significant cash accumulations with the Company and the fact that the Company is celebrating its 15th year since inception, it was appropriate to increase the dividend in the form of a special dividend of 15%, together with the same dividend of 40% as per the previous year.

3. BUSINESS REVIEW:

The Financial Year 2009-10 was a challenging year as we had to adapt quickly to the changing economic scenario. The Company had to take some tough decisions to strike a balance in order to maintain the pillars of growth for the economic turnaround, while focusing on improving productivity and quality to serve the customers more efficiently than ever before.

The consolidated revenues for year ended FY10 declined from USD 129.47 mn to USD 108.12 mn, a decline of 16.5 %. However, revenues in rupee terms declined from INR 598.07 Crores to INR 511.56 Crores, a decline of 14.5 % on back of a favourable dollar to rupee exchange rate. For the same period, profit-after-tax increased from INR 6.88 Crores to INR 46.67 Crores (after adjustment for extraordinary items). A significant contributor to this increase was differential in forex loss compared to the last year which dropped from INR 48.36 crores in FY09 to INR 1.97 crores in FY10.

The three business segments of the Company - software services, engineering services and products recorded the following trends in the year FY10:

- Software services contribution to the top-line increased from 60.30% in FY09 to 64.25%. In absolute terms, this business decreased by 11% over the previous year.

- Engineering services contribution to the top line decreased from 33% in FY09 to 28.42% in FY10. This was on account of conscious efforts to get out of loss making contracts in the US as also focused efforts at retaining only the offshorable contracts.

- Products business contribution to the top-line increased from 6.7% in FY09 to 7.3% in FY10. Although, in absolute terms, the products business decreased by 9.6% over the previous year.

- The Companys performance in the four regions in which we operate can be summarized as follows:

USAs share moved from 67.1% in FY09 to 62.9% in FY10; remaining flat in absolute terms. - Europes share of revenue increased from 22.5% in FY09 to 26.5% in FY10.

- APACs share dropped from 6.7% in FY09 to

4.8% in FY10.

Indias share rose from 3.7% in FY09 to 5.7%

in FY10. These numbers reflect the effect of the economic slowdown that has hit the US first and the auto industry specifically.

Trends in various vertical segments that the Company caters to were as follows:

- Software ISV& Partners: Segment share of business reduced marginally from 47.71% in FY09 to 47.1% in FY10; remained flat in absolute terms.

- Automotive: Segment share of business increased from 31.5% in FY09 to 32.5% in FY10. In absolute terms, this segment recorded a de-growth of 14.3% over the previous year. (USD 32.58 mn in FY10 Vs USD 38.02 mn in FY09).

- Agricultural and Construction Equipment: Segment share of business is almost flat at 10.8% in FY10 compared to 11% in FY09. In absolute terms, this segment recorded a de-growth of 18.1% over the previous year. (USD 10.84 mn in FY10 Vs USD 13.23 mn in FY09).

- Industrial and Marine Engineering: Segment share of business increased from 4.6% in FY09 to 5.3% in FY10. In absolute terms, this segment recorded a year-on-year de-growth of 4.3%. (USD 5.29 mn in FY10 Vs USD 5.53 mn in FY09).

During the year, the Company saw increasing traction in the apparel, oil & gas and aerospace industry, clearly indicating the impact of diversification and efforts to reduce dependence on the auto industry. 4. INVESTMENTS:

We had initiated the process of subsidiary restructuring with the objective of having single legal entity in each of the Geographies. This will help in consolidation and optimization of the administrative costs. As part of this process:

We merged Geometric Americas Inc., and Geometric Engineering Inc., (formerly Modern Enginnering, Inc.) to form Geometric Americas Inc., in 2008. Geometric China, a subsidiary of Geometric Engineering Inc., was taken over by Geometric APAC in 2008. Effective April 1, 2009, we regrouped the shareholdings to make Geometric Technologies, Inc. a 100% subsidiary of Geometric Limited. Geometric Americas Inc., is a 100% subsidiary of Geometric Technologies, Inc., as a results any loss/profits in the US businesses can be offset between the 100% owned subsidiary and parent (between Geometric Technologies, Inc and Geometric Americas, Inc).

On April 1, 2010 Geometric Technologies, Inc. merged with Geometric Americas, Inc. and the merged entity is renamed as Geometric Americas, Inc. As a result we have one subsidiary in the US to consolidate operations.

5. DIRECTORS:

In terms of Article 131 of the Articles of Association of the Company, Mr. Manu Parpia and Ms. Anita Ramachandran retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

6. AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, Statutory Auditors of the Company, retire on the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

7. AUDIT COMMITTEE

The Company has an Audit Committee consisting of four Non-Executive Directors of the Company, viz. Mr. Milind Sarwate - Chairman, Dr. K A Palia, Dr. Richard Riff and Ms. Anita Ramachandran. The accounts have been duly reviewed by the Audit Committee.

8. CONSERVATIONOFENERGYJECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure "A" to this Report.

9. SUBSIDIARIES:

The Company has the following wholly-owned Subsidiary Companies:

a) Geometric Technologies, 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 70% stake.

b) Geometric Americas, Inc. (A WOS of Geometric Technologies, Inc.)

c) Geometric S.R.L., Romania (A WOS of Geometric Americas, Inc.)

d) Geometric SAS, France (A WOS of Geometric Americas, Inc.)

e) Geometric China Inc. (A WOS of Geometric Asia Pacific Pte. Ltd.,)

As required under Section 212 of the Companies Act, 1956, the subsidiaries statements of accounts for the year ended March 31, 2010 are attached to the Balance Sheet.

10. PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, as amended, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure B to this Report.

11. STOCK OPTIONS:

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure "C" to this report.

12. CORPORATE GOVERNANCE:

As required under the Listing Agreement with Stock Exchange a report on Corporate Governance is given in the Annexure "D" to this report.

13. EMPLOYEE RELATIONS:

The Company continued to have cordial relations with its employees.

14. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from the Operating Management, and after due enquiry confirm;

(i) that in the preparation of the annual accounts, the applicable accountingstandards have been followed and there has been no material departure;

(ii) that the selected accounting policies were applied consistently and the Directors made judgements 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 March 31, 2010 and of the profit of the Company for the period ended on that date;

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

(iv) that the annual accounts have been prepared on a going concern basis.

15. ACKNOWLEDGEMENT:

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.

On behalf of the Board of Directors J.N. Godrej Chairman Place: Mumbai Date: April 26, 2010

 
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