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Notes to Accounts of Geometric Ltd.

Mar 31, 2016

1. Scheme of Arrangement

On April 1, 2016, the Board of Director of Geometric Limited approved the Composite Scheme of Arrangement and Amalgamation between Geometric Limited (''GL'' or "the Company"), HCL Technologies Limited (''HCL'') and 3D PLM Software Solutions Limited (''3D PLM'') and their respective shareholders and creditors pursuant to the provisions of Sections 391 to 394 read with Section 100 of the Companies Act, 1956 or under Section 230 to 234 of the Companies Act, 2013 and other applicable provisions if any, of the Companies Act, 1956 and/ or Companies Act, 2013 & the relevant provisions made there under (''the Scheme'').

Pursuant to the scheme, the IT enabled engineering services, PLM services and engineering design productivity software tools of the Company including its overseas subsidiaries (but excluding the shares held by the Company in 3D PLM) ("Demerged Business Undertaking") will be transferred to HCL.

In consideration for the transfer and vesting of the Demerged Business Undertaking, HCL shall issue and allot 10 equity shares of Rs.2 each fully paid-up of HCL Technologies Ltd for every 43 equity shares of the face value of Rs.2 each held by equity shareholders of the Company on the record date.

Thereafter, the Company, comprising the shares held by it in 3D PLM ("Remaining Undertaking") shall be merged and amalgamated with 3D PLM. In consideration of the amalgamation, 3D PLM shall issue and allot to each resident shareholder of the Company and, subject to approval by the Reserve Bank of India (''RBI''), all non-resident shareholders of the Company, 1 (one) fully paid up redeemable preference share of ''68 each ("Redeemable Preference Share") in 3D PLM for every 1 (one) fully paid up equity share each of the Company. In case, the approval of the RBI is not received, such shareholders shall be issued and allotted 24 fully paid unlisted equity shares of Rs.10 each of 3D PLM for every 1793 fully paid up equity shares of Rs.2 each of the Company held by such shareholders which shall be compulsorily purchased by Dassault Systems and/or its nominees immediately on issuance at a price of Rs.5,080.30 per equity share.

The Redeemable Preference Shares issued by 3D PLM pursuant to the Amalgamation are proposed to be listed on the BSE.

The Scheme shall be subject to the approval of the shareholders and such other persons as may be required under applicable law, the stock exchanges where the shares of the Companies are listed, Securities and Exchange Board of India, the Hon''ble High Court of Judicature at Bombay, Hon''ble High Court of Judicature at New Delhi and / or such other competent statutory /regulatory authorities as may be required under applicable law. The Appointed Date of the Scheme is 31 March 2016.

The parties have executed appropriate transaction documents which include a Framework Agreement between HCL and the Company that sets out certain covenants and obligations in relation to the transaction until completion.

2. Loan to Subsidiary Companies

(a) During the financial year 2011-12, the Company had given an unsecured loan of USD 10 million to its wholly owned subsidiary, Geometric Americas Inc., primarily to meet the subsidiary''s working capital requirements. The loan originally carried an interest rate of 8.5% p.a. and had been repaid to the extent of USD 5.5 million during the financial year 2013-14 and USD 4.5 million during the financial year 2015-16. The outstanding loan balance as on 31 March 2016 is USD Nil (31 March 2016 USD 4.5 million equivalent to ''281 million), bearing a revised interest rate of 6% 3 months LIBOR p.a. with effect from 1 April 2014.

(b) During the financial year 2012-13 and 2013-14, the Company had given unsecured loans aggregating to Euro 7.5 million to its wholly owned subsidiary, Geometric Europe GmbH, primarily for the subsidiary''s working capital requirements and for funding the acquisition costs of Geometric GMBH (wholly owned subsidiary of the Geometric Europe GmbH and a step down subsidiary of the Company). The loan has been repaid to the extent of Euro 0.9 million during the financial year 2013-14 and the outstanding loan balance as on 31 March 2016 is EURO 6.65 million equivalent to Rs.498 million (31 March 2015 Euro 6.65 million equivalent to Rs.448 million). The interest on the said loan has been revised from 6.5 % LIBOR p.a. to 4% 3 months LIBOR p.a., with effect from 1 April 2014.

The Board of Directors of the Company with effect from 1 January 2015 reclassified the above loan of EUR 6.65 million as a long term loan forming part of the Company''s net investment in a non integral foreign operation. Consequently, the foreign exchange loss on translation of the loan as at the balance sheet date amounting to Rs.14 million (31 March 2015 '' 64 million) has been accumulated in the Foreign Currency Translation Reserve in accordance with Accounting Standard 11 - The Effects of Changes in Foreign Exchange Rates. The profit before tax of the Company for the year ended 31 March 2016 is higher to that extent.

3. Employee Benefits (Currency: Indian Rs.in Millions)

(a) Defined Contribution Plans i) Provident Fund:

The Company makes contributions of a specified percentage of a payroll costs towards the retirement benefit plan of its employees. The Company has no obligation other than to make specified contribution. The contribution are charged to the statement of profit and loss as they accrue.

The Nomination and Remuneration committee of Directors of Geometric Limited evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period. Upon vesting, employees are eligible to apply and secure allotment of the Company''s share at market price on the date of grant of options. The employee share based payment plans have been accounted based on the intrinsic value method and no compensation expense has been recognized since the market price of the underlying share at the grant date is the same/ less than the exercise price of the option, the intrinsic value thereof being Nil. All the options granted are equity settled stock options.

In the event of any further rights or bonus issue of equity shares prior to conversion, the entitlement of shares shall be suitably revised. In the event of a bonus issue, the number of shares shall be increased proportionately and the price revised downwards.

Accounting Standard - 17 ''Segment Reporting'' issued by the Institute of Chartered Accountants of India prescribes that where a financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Accordingly, segment information has been provided only in the consolidated financial statements.

The amount of dues owed to Micro, Small and Medium Enterprises as on 31 March 2016 amounted to '' 1 million (31 March 2015 : Rs.1 million). This amount has not been outstanding for more than 45 days at the balance sheet date. The information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

4. Capital and other commitments

(a) Tangible assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs.4 million (31 March 2015 Rs.22 million)

(b) Intangible assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs.Nil (31 March 2015 Rs.8 million)

5. Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities.

The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the company as per the Act. The gross amount required to be spent by the Company during the year is Rs.10 million.

6. The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of accounts.

Note a:

The Company has issued Corporate guarantees of USD 7 million equivalent to Rs.463 million (31 March 2015 USD 7 million equivalent to Rs.437 million) and Euro 1.5 million equivalent to Rs.112 million (31 March 2015 Euro 1.5 million equivalent to Rs.101 million) in respect of working capital loan availed by Geometric Americas Inc. and term loans availed by Geometric Europe GmbH respectively, both wholly owned subsidiaries of the Company. The loans are secured by mortgage of current assets of Geometric Americas Inc. and Geometric Europe GmbH in favour of Citibank and ING Vyasa Bank respectively.

Note b:

(i) The Company has a law suit filed against it by another company concerning employment of a staff for damages to the tune of for Rs.1,118 million along with interest of 18% per annum (31 March 2015 Rs.1,118 million) for alleged breach of contractual terms of a Non- Disclosure Agreement entered into between both the companies. Geometric Limited is in the process of defending the case. The Company''s management, in consultation with its lawyers believes that the claim is frivolous and the Company has a good case on merits and has good grounds for its defense. Accordingly no provision is considered necessary.

7. Contingent liabilities (Contd.) (Currency: Indian Rs.in Millions)

(ii) The Company has filed appeals with the Sales Tax authorities for Rs.13 million (31 March 2015 Rs.8 million) for years 2002-03, 2004-05, 2009-10 and 2011-12 with regard to dispute on sales tax to be levied on software sales. The management, in consultation with its consultant and basis its evaluation is of the view that these demands are not tenable and hence no provision is required.

(iii) The Company has received notice for payment of interest and penalties of Rs.43 million (31 March 2015 Rs.43 million) for delay in transfer of accumulated contributions of provident fund, up to 31 May 2007 for employees who opted to move from company PF trust to Government PF trust. The Company moved to High Court Bombay for seeking stay and high court granted the Company permission to file an Appeal before EPFO Appellate Tribunal. The Company has filed the Appeal before the Appellate Tribunal and deposited Rs.13 million for admission of the Appeal. The amount paid is shown under other assets. The management, in consultation with its consultant believes that the claim is not tenable in law and accordingly no provision is required.

(iv) The Company has not provided for disputed Indian income tax liabilities aggregating to Rs.472 million (31 March 2015 Rs.509 millions) for the assessment year 2006-07 to 2013-14. The Company has filed appeal with the Income Tax Appellate Tribunal ("ITAT") for tax matters related to these years. Management, in consultation with the Company''s tax consultants, believes that the Company''s appeal will be decided in its favour and, therefore, no accrual for a liability is considered necessary.

(v) The Company has disputes outstanding dues for the year 1997-98 to 1999-2000, 2007-08 and 2009-10 to 2013-14 with the Office of Assistant Commissioner of Customs and Excise in respect of wrongful a ailment of duty exemption, service tax on import of services and penalties and interest thereon. The total demand outstanding for various years amounts to Rs.53 million (31 March 2015 Rs.26 million). The management, in consultation with its consultant and basis its evaluation is of the view that the Company has a favorable position and no provision is required.

8. Indian Accounting Standard

''The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated 16 February 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS will replace the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. For Geometric and its subsidiaries, Ind AS will be applicable for the accounting periods beginning 1 April 2016, with a transition date of 1 April 2015.

The Company has evaluated the effect of transition from Indian GAAP to Ind AS. Adoption of Ind AS is expected to have accounting and / or disclosure impact with respect to the following, amongst others:

- Fair valuation of certain financial instruments

- Employee costs pertaining to defined benefit obligations

- Accounting for out of pocket expenses received from customers

- Accounting for share based payments

Further, there will also be changes in the presentation of financial statements including some additional disclosures.

9. Previous year''s financial statements were audited by a firm of Chartered Accountants other than B S R & Co. LLP.

10. Figures for the previous year have been regrouped / restated wherever necessary to conform to current period''s classification.

(viii) The Company has not defaulted in repayment of loans or borrowings to a financial institution.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.


Mar 31, 2015

1. GENERAL INFORMATION

Geometric Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act,1956. Headquartered in Mumbai, India, the Company was incorporated in 1994 and is listed on the Bombay Stock Exchange and National Stock Exchange. The Company is a specialist in the domain of engineering solutions, services and technologies. Its portfolio of Global Engineering services and Digital Technology solutions for Product Lifecycle Management (PLM) enables companies to formulate, implement, and execute global engineering and manufacturing strategies aimed at achieving greater efficiencies in the product realization lifecycle.

A. Right / terms attached to Equity Shares:

The company has only one class of equity shares having par value of Rs.2 per share. Each share holder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing general meeting, except in case of interim dividend. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

B) Shares reserved for issue under options:

Refer note no 29 for details of shares reserved for issue under the Employee Stock Option Schemes.

C) For the period of five years immediately preceding the date as at March 31, 2015:

Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash : Nil

Aggregate number and class of shares allotted as fully paid up by way of bonus shares: Nil Aggregate number and class of shares bought back : Nil

D) Terms of any securities convertible into equity/preference shares issued along with the earliest date of conversion in descending order starting from the farthest such date : Not Applicable

E) Calls unpaid : Nil

2. FOREIGN CURRENCY TRANSLATION RESERVE

The Board of Directors of the Company has with effect from January 1, 2015 reclassified the loan of EUR 6.65 million given to its subsidiary, Geometric Europe GmbH as a long term loan forming part of the Company's net investment in a non integral foreign operation. Consequently, the foreign exchange loss on translation of the loan amount into Rupees as at the balance sheet date amounting to Rs. 63,840,000 (March 31, 2014 Rs. Nil) has been accumulated in the Foreign Currency Translation Reserve in accordance with Accounting Standard 11 - The Effects of Changes in Foreign Exchange Rates . The profit before tax of the Company for the year ended March 31, 2015 is higher to that extent.

3. Loans - 'During the financial year 2011-12, the Company had given an unsecured loan of USD 10,000,000 to its wholly owned subsidiary, Geometric Americas Inc, primarily to meet the subsidiary's working capital requirements. The loan originally carried an interest rate of 8.5% p.a. and had been repaid to the extent of USD 5,500,000 during the financial year 2013-14. The outstanding loan balance as on March 31, 2015 is USD 4,500,000 (INR 280,710,000), bearing a revised interest rate of 6% 3 months LIBOR p.a. with effect from April 1, 2014. During the financial year 2012-13 and 2013-14, the Company had also disbursed unsecured loans aggregating to Euro 7,550,000 to its wholly owned subsidiary, Geometric Europe GmbH, primarily for the subsidiary's working capital requirements and for funding the acquisition costs of Geometric GMBH (wholly owned subsidiary of the Geometric Europe GmbH and a step down subsidiary of the Company). The loan has been repaid to the extent of Euro 900,000 during the financial year 2013-14 and the outstanding loan balance as on March 31, 2015 is EURO 6,650,000 (INR 448,143,500). The interest on the said loan has been revised from 6.5 % LIBOR p.a. to 4% 3 months LIBOR p.a., with effect from April 1, 2014.

Guarantees - 'The Company has issued Corporate guarantees of Rs. 436,660,000 (USD 7 Million)(March 31, 2014 Rs.389,350,000 (USD 6.5 Million )) and Rs. 101,085,000 (Euro 1.5 Million) ( March 31, 2014 Rs. Nil) in respect of working capital loan availed by Geometric Americas Inc and term loans availed by Geometric Europe GmbH respectively, both wholly owned subsidiaries of the Company. The loans are secured by mortgage of current assets of Geometric Americas Inc and Geometric Europe GmbH in favour of Cifibank and ING Vyasa Bank respectively.

4. DEFINED BENEFIT PLAN

i) Gratuity:

The Company has maintained a Group Gratuity Cum Life Assurance Scheme through a Master Policy with the Life Insurance Corporation of India towards which annual premiums as determined by an actuarial valuation are paid and charged against revenue. Under the gratuity plan every employee is entitled to the benefit equivalent to fifteen days final salary last drawn for each completed year of service depending on the date of joining. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service.

ii) Leave Encashment:

The Company provides for encashment of leave subject to rules. Employees are entitled to accumulate up to a maximum of 20 days, payable within twelve months of rendering the service. Compensated absences which accrue to the employees and which can be carried forward to future period are provided for on the accrued liability method based on the number of days leave to the credit of each employee computed on the basis of the last drawn pay and are thus treated as short- term liability. c) Basis used to determine Expected Rate of Return on Assets:

The expected return on plan assets is determined based on several factors like the composition of plan assets held, assessed risks of asset management, historical results of the the return on plan assets and the Company's policy for plan asset management.

5. RELATED PARTY TRANSACTIONS:

A. Related Parties and their Relationships:

a) Subsidiary Companies:

1. 3DPLMSoftwareSolutionsLtd.

2. 3DPLMGlobalServicesLtd.

3. Geometric Asia Pacific Pte. Ltd.

4. Geometric China Inc.

5. Geometric Japan KK

6. Geometric Americas Inc.

7. Geometric SAS.

8. Geometric SRL.

9. Geometric Europe GmbH.

10. Geometric GmbH.(formerly 3Cap technologies GmbH)

b) Associates:

1. Godrej&BoyceMfg.Co.Ltd.

2. Godrej Infotech Ltd

c) Key Management Personnel:

1. Mr. Manu Parpia, Managing Director & CEO

2. Arvind Kakar, CFO upto 06.05.2014

3. Neeraj Dutt, CFO upto 06.02.2015

4. Shashank Patkar, CFO w.e.f. 09.02.2015

5. Maria Monserrate, Company Secretary upto 01.09.2014

6. Sunipa Ghosh, Company Secretary w.e.f. 06.10.2014

d) Directors having Substantial Interest in:

1. Cerebrus Consultants Pvt Ltd

6. SEGMENT REPORTING

Accounting Standard -17 'Segment Reporting' issued by the Institute of Chartered Accountants of India prescribes that where a financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Accordingly, segment information has been provided only in the consolidated financial statements.

7.. DERIVATIVE INSTRUMENTS

a. The Company has adopted the principles of Cash Flow Hedging as laid down in Accounting Standard AS-30 Financial Instruments: Recognition and Measurement issued by The Institute of Chartered Accountants of India. Changes in the fair value of those forward foreign exchange contracts which are designated and effective as hedges of the future cash flows are recognized directly under Shareholder's Funds in the Cash Flow Hedging Reserve and the ineffective portion is recognised immediately in the Statement of Profit and Loss.

8. CURRENT LIABILITIES

The amount of dues owed to Micro, Small and Medium Enterprises as on March 31, 2015 amounted to Rs. 1,373,899 (March 31, 2014 :Rs.104,958). This amount has not been outstanding for more than 45 days at the Balance sheet date. The information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

9.. CAPITAL AND OTHER COMMITMENTS

(a) Tangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. 22,431,719 (March 31, 2014 Rs.138,050,723)

(b) Intangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. 7,668,874 (March 31, 2014 Rs.4,839)

10. CONTINGENT LIABILITIES

(a) Guarantees given by the Company's bankers against counter guarantees given by the Company Rs. 2,323,420 (March 31, 2014 Rs. 943,372)

(b) Corporate guarantees of Rs. 436,660,000 (USD 7 Million)(March 31, 2014 Rs. Nil (USD Nil )) and Rs 101,085,000 (Euro 1.5 Million) in respect of a loans availed by subsidiaries secured by mortgage of current assets of the said subsidiaries in favour of Citi Bank and ING Vyasa Bank.

(c) Claims against the Company not acknowledged as debt:

i) Rs. 509,425,114 (March 31, 2014, Rs. 316,649,587) in respect of disputed demand of income tax against which the Company has preferred an appeal.

ii) Rs. 25,397,459 (March 31,2014, Rs. 22,955,494) in respect of disputed demand of excise & custom duty and service tax against which the Company has preferred an appeal.

iii) Rs. 8,372,875 (March 31, 2014, Rs. 8,372,875) in respect of a sales tax assessment of previous years against which the Company has applied for cancellation.

iv) Suit tiled against the Company in India claiming damages of Rs. 1,118,000,000 (March 31, 2014, Rs. 1,118,000,000) for alleged breach of a non-recruitment provision in an agreement. A similar case has already been dismissed by a Court of law in Virginia, USA.

v) Rs. 43,047,769 (March 31, 2014, Rs. 2,395,455 ) in respect of disputed demand of Provident Fund against which the Company has preferred an appeal.

11. Figures for the previous year have been regrouped / restated wherever necessary to conform to current period's classification.


Mar 31, 2013

1. GENERAL INFORMATION

Geometric Limited (the Company) is public company domiciled in India and incorporated under the provisions of the Companies Act,1956. Headquartered in Mumbai, India, the Company was incorporated in 1994 and is listed on the Bombay Stock Exchange and National Stock Exchange. It employs 3900 people across 10 global delivery locations in the US, Romania, India, and China. The Company was assessed as CMMI 1.1 Level 5 for its software services and is ISO 9001:2008 certified for engineering operations. The Company''s operations are also ISO 27001:2005 certified. The Company is a specialist in the domain of engineering solutions, services and technologies. Its portfolio of Global Engineering services and Digital Technology solutions for Product Lifecycle Management (PLM) enables companies to formulate, implement, and execute global engineering and manufacturing strategies aimed at achieving greater efficiencies in the product realization lifecycle.

2. EMPLOYEE BENEFITS

a) Defined contribution plans

i) Provident Fund:

The Company makes contributions of a specified percentage of a payroll costs towards the retirement benefit plan of its employees.

ii) Superannuation:

The Company has maintained a Group Superannuation Scheme for its senior executives through a Master Policy with the Life Insurance Corporation of India towards which monthly premiums are paid and charged against revenue.

iii) Amounts Recognized in the Statement of Profit and Loss:

b) Defined benefit plan

i) Gratuity:

The Company has maintained a Group Gratuity Cum Life Assurance Scheme through a Master

Policy with the Life Insurance Corporation of India towards which annual premiums as determined by an actuarial valuation are paid and charged against revenue. Under the gratuity plan every employee is entitled to the benefit equivalent to fifteen days final salary last drawn for each completed year of service depending on the date of joining. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service.

ii) Leave Encashment:

The Company provides for encashment of leave subject to rules. Employees are entitled to accumulate up to a maximum of 20 days, payable with in twelve months of rendering the service. Compensated absences which accrue to the employees and which can be carried forward to future period are provided for on the accrued liability method based on the number of days leave to the credit of each employee computed on the basis of the last drawn pay and are thus treated as short-term liability.

c) Basis used to determine Expected Rate of Return on Assets:

The expected return on plan assets is determined based on several factors like the composition of plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company''s policy for plan asset management.

3. OBLIGATIONS ON OPERATING LEASES

The lease rentals in respect of computers and office space charged during the year and the total future minimum lease payments under non-cancellable operating leases payable are as under:

4. RELATED PARTY TRANSACTIONS:

A. Related Parties and their Relationships:

a) Subsidiary Companies: 1. 3D PLM Software Solutions Ltd.

2. Geometric Asia Pacific Pte. Ltd.

3. Geometric China Inc.

4. Geometric Japan KK

5. Geometric Americas, Inc.

6. Geometric SAS.

7. Geometric Romania SRL

8. Geometric Europe GmbH

9. 3cap technologies GmbH (w.e.f. January, 01, 2013)

b) Associates: 1. Godrej & Boyce Mfg. Co. Ltd.

2. Godrej Infotech Ltd.

c) Key Management Personnel: 1. Mr. Manu Parpia, Managing Director & CEO

(w.e.f. April 08, 2011)

d) Directors having Substantial Interest:

Cerebrus Consultants Pvt. Ltd.

5. SEGMENT REPORTING

Accounting Standard - 17 ''Segment Reporting'' issued by the Institute of Chartered Accountants of India prescribes that where a financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Accordingly, segment information has been provided only in the consolidated financial statements.

6. DERIVATIVE INSTRUMENTS

a) The Company has adopted the principles of Cash Flow Hedging as laid down in Accounting Standard AS-30 Financial Instruments: Recognition and Measurement issued by The Institute of Chartered Accountants of India. Changes in the fair value of those forward foreign exchange contracts which are designated and effective as hedges of the future cash flows are recognized directly under Shareholder''s Funds in the Cash Flow Hedging Reserve and the ineffective portion is recognised immediately in the Statement of Profit and Loss.

b) The Company uses forward exchange contracts to hedge its foreign exchange exposure. Following are outstanding foreign exchange contracts, which have been designated as Cash Flow Hedges as on March 31, 2013 for hedge of future expected sales:

7. CURRENT LIABILITIES

The amount of dues owed to Micro, Small and Medium Enterprises as on March 31, 2013 amounted to Rs. 42,606 (March 31, 2012 : Rs. 108,386). This amount has not been outstanding for more than 45 days at the Balance sheet date. The information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

DISCLOSURE UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

Company has sought confirmation from vendors whether they fall in the category of Micro, Small and Medium Enterprises. Based on the information available the required disclosure under Micro, Small and Medium Enterprises Development Act, 2006 is given below:

8. CAPITAL AND OTHER COMMITMENTS

(a) Tangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. 10,010,283 (March 31, 2012 Rs. 74,820)

(b) Intangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. 537,900 (March 31, 2012 Rs. 12,455,464)

(c) Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. 9,492,597 (March 31, 2012 Rs. Nil)

9. CONTINGENT LIABILITIES

(a) Guarantees given by the Company''s bankers against counter guarantees given by the Company Rs. 3,215,744 (March 31, 2012 Rs. 4,215,744)

(b) Corporate guarantee of Rs. 651,600,000 (USD 12 Million)(March 31, 2012 Rs. 613,200,000 (USD 12 Million)) in respect of a loan availed by a subsidiary secured by mortgage of current assets of the said subsidiary in favour of ICICI bank.

(c) Claims against the Company not acknowledged as debt:

i) Rs. 337,792,715 (March 31, 2012, Rs. 219,847,132) in respect of disputed demand of income tax against which the Company has preferred an appeal.

ii) Rs. 5,510,510 (March 31, 2012, Rs. 4,965,290) in respect of disputed demand of excise and customs duty against which the Company has preferred an appeal.

iii) Rs. 8,372,875 (March 31, 2012, Rs. 8,372,875) in respect of a sales tax assessment of previous years against which the Company has applied for cancellation.

iv) Suit filed against the Company in India claiming damages of Rs. 1,118,000,000 (March 31, 2012, Rs. 1,118,000,000) for alleged breach of a non-recruitment provision in an agreement. A similar case has already been dismissed by a Court of law in Virginia, USA.

v) Suit filed against the Company in India for non payment of contract fee of Rs. Nil as per the agreement. ( March 31, 2012, Rs. 171,187)

10. GENERAL

(a) Figures for the previous year have been regrouped/ restated wherever necessary to conform to current period''s presentation.

(b) Other information required by revised Schedule VI to the Companies Act, 1956, has been given only to the extent applicable.


Mar 31, 2012

1. GENERAL INFORMATION

Geometric Limited (the Company) is public company domiciled in India and incorporated under the provisions of the Companies Act,1956. Headquartered in Mumbai, India, the Company was incorporated in 1994 and is listed on the Bombay Stock Exchange and National Stock Exchange. It employs 3900 people across 10 global delivery locations in the US, Romania, India, and China. The Company was assessed as CMMI 1.1 Level 5 for its software services and is ISO 9001:2008 certified for engineering operations. The Company's operations are also ISO 27001:2005 certified. The Company is a specialist in the domain of engineering solutions, services and technologies. Its portfolio of Global Engineering services and Digital Technology solutions for Product Lifecycle Management (PLM) enables companies to formulate, implement, and execute global engineering and manufacturing strategies aimed at achieving greater efficiencies in the product realization lifecycle.

2. EMPLOYEE BENEFITS

a) DEFINED CONTRIBUTION PLANS

i) Provident Fund:

The Company makes contributions of a specified percentage of a payroll costs towards the retirement benefit plan of its employees.

ii) Superannuation:

The Company has maintained a Group Superannuation Scheme for its senior executives through a Master Policy with the Life Insurance Corporation of India towards which monthly premiums are paid and charged against revenue.

b) DEFINED BENEFIT PLAN

i) Gratuity:

The Company has maintained a Group Gratuity Cum Life Assurance Scheme through a Master Policy with the Life Insurance Corporation of India towards which annual premiums as determined by an actuarial valuation are paid and charged against revenue. Under the gratuity plan every employee is entitled to the benefit equivalent to fifteen days final salary last drawn for each completed year of service depending on the date of joining. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service.

ii) Leave Encashment:

The Company provides for encashment of leave subject to rules. Employees are entitled to accumulate up to a maximum of 20 days, payable with in twelve months of rendering the service. Compensated absences which accrue to the employees and which can be carried forward to future period are provided for on the accrued liability method based on the number of days leave to the credit of each employee computed on the basis of the last drawn pay and are thus treated as short-term liability.

c) Basis used to determine Expected Rate of Return on Assets:

The expected return on plan assets is determined based on several factors like the composition of plan assets held, assessed risks of asset management, historical results of the the return on plan assets and the Company's policy for plan asset management.

3. SEGMENT REPORTING

Accounting Standard -17 'Segment Reporting' issued by the Institute of Chartered Accountants of India prescribes that where a financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need be presented only on the basis of the consolidated financial statements. Accordingly, segment information has been provided only in the consolidated financial statements.

4. DERIVATIVE INSTRUMENTS

a) The Company has adopted the principles of Cash Flow Hedging as laid down in Accounting Standard AS-30 Financial Instruments: Recognition and Measurement issued by The Institute of Chartered Accountants of India. Changes in the fair value of those forward foreign exchange contracts which are designated and effective as hedges of the future cash flows are recognized directly under Shareholder's Funds in the Cash Flow Hedging Reserve and the ineffective portion is recognized immediately in the Profit and Loss Account.

5. CURRENT LIABILITIES

The amount of dues owed to Micro, Small and Medium Enterprises as on March 31, 2012 amounted to Rs 108,386 (previous year ended March 31, 2011: Rs 41,595). This amount has not been outstanding for more than 45 days at the Balance sheet date. The information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. DISCLOSURE UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

Company has sought confirmation from vendors whether they fall in the category of Micro, Small and Medium Enterprises. Based on the information available the required disclosure under Micro, Small and Medium Enterprises Development Act, 2006 is given below:

6. CAPITAL COMMITMENTS

(a) Tangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs 74,820 (previous year ended March 31, 2011 Rs 8,462,473)

(b) Intangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs 12,455,464 (previous year ended March 31, 2011Rs Nil)

7. CONTINGENT LIABILITIES

(a) Guarantees given by the Company's bankers against counter guarantees given by the Company Rs 4,215,744 (previous year ended March 31, 2011 Rs4,215,744)

(b) Corporate guarantee of Rs 613,200,000 (USD 12 Million)(previous year ended March 31, 2011 Rs Nil (USD Nil)) in respect of a loan availed by a subsidiary secured by mortgage of current assets of the said subsidiary in favour of ICICI bank.

(c) Claims against the Company not acknowledged as debt:

i) Rs 219,847,132 (previous year ended March 31, 2011, Rs 178,109,364 ) in respect of disputed demand of income tax against which the Company has preferred an appeal.

ii) Rs 4,965,290 (previous year ended March 31,2011, Rs 5,016,619) in respect of disputed demand of excise and customs duty against which the Company has preferred an appeal.

iii) Rs 8,372,875 (previous year ended March 31, 2011, Rs8,372,875) in respect of a sales tax assessment of previous years against which the Company has applied for cancellation.

iv) Suit filed against the Company in India claiming damages of Rs 1,118,000,000 (previous year ended March 31, 2011, Rs 1,118,000,000) for alleged breach of a non-recruitment provision in an agreement. A similar case has already been dismissed by a Court of law in Virginia, USA.

v) Suit filed against the Company in India for non payment of contract fee of Rs 171,187 as per the agreement. (previous year ended March 31, 2011, Rs 171,187)

8 GENERAL

(a) Figures for the previous year have been regrouped/ restated wherever necessary to conform to current period's presentation.

(b) Other information required by revised Schedule VI to the Companies Act, 1956, has been given only to the extent applicable.


Mar 31, 2011

1. CONTINGENT LIABILITIES

a) Guarantees given by the Company's bankers against counter guarantees given by the Company Rs. 4,215,744 (previous year ended March 31, 2010 Rs. 4,055,000)

b) Corporate Guarantee of up to Rs. NIL (USD, Nil) (previous year ended March 31, 2010 Rs. 361,120,000 (USD 8,000,000)) in respect of a loan availed by its subsidiary secured by mortgage of immovable property of the Company at Pune in favour of Citibank, N.A. or its agents or trustees. As at March 31, 2011 Rs. Nil (USD, Nil) (previous year ended March 31, 2010 Rs. 108,336,000 (USD 2,400,000)) has been drawn under the credit agreement.

c) Claims against the Company not acknowledged as debt:

i) Rs. 178,109,364/- (previous year ended March 31, 2010, Rs. 59,502,103) in respect of disputed demand of income tax against which the Company has preferred an appeal.

ii) Rs. 5,016,619/- (previous year ended March 31, 2010, Rs. 5,013,818) in respect of disputed demand of excise and customs duty against which the Company has preferred an appeal.

iii) Rs. 8,372,875 (previous year ended March 31, 2010, Rs. 8,538,871) in respect of a sales tax assessment of previous years against which the Company has applied for cancellation.

iv) Suit filed against the Company in India claiming damages of Rs. 1,118,000,000/- (previous year ended March 31, 2010, Rs. 1,118,000,000/-) for alleged breach of a non-recruitment provision in an agreement. A similar case has already been dismissed by a Court of law in Virginia, USA.

v) Suit filed against the Company in India for non payment of contract fee of Rs. 171,187 as per the agreement (previous year ended March 31, 2010,Rs. Nil)

2. MERGER

Pursuant to the merger agreement dated March 30,2010 between Geometric Technologies Inc. and Geometric

Americas Inc., two wholly owned subsidiaries of the Company, the approval of the board of directors dated April 26, 2010 and the approvals of the Commissioners of the respective states of Arizona and Delaware, Geometric Technologies Inc., was merged with Geometric Americas Inc. effective end of day March 31, 2010. Consequent to the merger, the Company's investment of 7,583 shares in Geometric Technologies Inc. has been extinguished and 1,000 shares in Geometric Americas Inc. have been received as consideration on merger.

3. CAPITAL COMMITMENTS

a) Tangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. 8,462,473/- (previous year ended March 31, 2010 Rs. 8,139,417).

b) Intangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. Nil (previous year ended March 31, 2010 Rs. 2,520,655).

4. SECURED LOANS

Working capital facilities are secured by a pari passu charge on book debts of the Company, both present and future.

5. DERIVATIVE INSTRUMENTS

a) The Company has adopted the principles of Cash Flow Hedging as laid down in Accounting Standard AS-30 Financial Instruments: Recognition and Measurement issued by The Institute of Chartered Accountants of India. Changes in the fair value of those forward foreign exchange contracts which are designated and effective as hedges of the future cash flows are recognised directly under Shareholder's Funds in the Cash Flow Hedging Reserve and the ineffective portion is recognised immediately in the Profit and Loss Account.

b) The Company uses forward exchange contracts to hedge its foreign exchange exposure. Following are outstanding foreign exchange contracts, which have been designated as Cash Flow Hedges as on March 31, 2011 for hedge of future expected sales:

(c) In the opinion of the Board, the aforesaid loans to subsidiaries and debts due from the subsidiaries have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated, based on the improvements observed in the working of the subsidiaries pursuant to the cost reduction measures implemented and revamping of the business . The management is confident of restructuring the investments and repatriation of the dues within a reasonable period.

6. CURRENT LIABILITIES

The amount of dues owed to Micro, Small and Medium Enterprises as on March 31, 2011 amounted to Rs. 41,595/- (previous year ended March 31, 2010 : Rs. Nil). This amount has not been outstanding for more than 45 days at the Balance Sheet date. The information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

7. EMPLOYEE STOCK OPTIONS

The position of the existing Employee Stock Options Schemes is summarized as under:

Notes:

a) The number of options disclosed above has been adjusted for subdivision of the Company's shares from face value of ? 10 each into five equity shares of face value of ? 2 each on August 9, 2005 and on account of issue of bonus shares on August 6, 2004.

b) The surrendered options can be reissued as per the terms of Schemes 2003, 2006,2009 & 2009 - (Directors and Employees).

c) In the event of any further rights or bonus issue of equity shares prior to conversion, the entitlement of shares shall be suitably revised. In the event of a bonus issue, the number of shares shall be increased proportionately and the price revised downwards. The options vest in the employees to whom they are granted subject to the employee being in employment of the Company and his/her performance.

d) The employee share based payment plans have been accounted based on the intrinsic value method and no compensation expense has been recognized since the market price of the underlying share at the grant date is the same/ less than the exercise price of the option, the intrinsic value thereof being Nil.

8. DEFERRED INCOME TAX

The Company accounts for taxes on income to include the effect of timing differences in the tax expenses in the Profit and Loss Account and deferred tax asset/liability in the Balance Sheet. The tax holiday under Section 10A of Income-tax Act, 1961, is available to the Company in respect of two units of the Company. In view of this, the deferred tax asset/ liability in respect of timing differences that originate and reverse during tax holiday period is ignored and deferred tax liability in respect of timing differences that originate during tax holiday period but reverse after the tax holiday period is recognised.

9. RELATED PARTY TRANSACTIONS:

A. Related Partes and their Relationships

a) Subsidiary Companies: 1. 3D PLM Software Solutions Ltd.

2. Geometric Asia Pacific Pte. Ltd.

3. Geometric China Inc.

4. Geometric Americas Inc.

5. Geometric SAS.

6. Geometric Romania SRL.

7. Geometric Europe GmbH.

b) Associates: 1. Godrej & Boyce Mfg. Co. Ltd.

c) Key Management Personnel: 1. Mr. Manu Parpia, Founder & Vice-Chairman

2. Mr.RavishankarG.,MD&CEO (Resigned w.e.f. April 8, 2011)

d) Directors Having Substantial Interest: 1. Cerebrus Consultants Pvt. Ltd.

10. EMPLOYEE BENEFITS

a) DEFINED CONTRIBUTION PLANS

i) Provident Fund: The Company makes contributions of a specified percentage of the payroll costs towards the retirement benefit plan of its employees.

ii) Superannuation: The Company has maintained a Group Superannuation Scheme for its senior executives through a Master Policy with the Life Insurance Corporation of India towards which monthly premiums are paid and charged against revenue.

b) DEFINED BENEFIT PLAN

i) Gratuity:

The Company has maintained a Group Gratuity Cum Life Assurance Scheme through a Master Policy with the Life Insurance Corporation of India towards which annual premiums as determined by an actuarial valuation are paid and charged against revenue. Under the gratuity plan every employee is entitled to the benefit equivalent to fifteen days final salary last drawn for each completed year of service depending on the date of joining. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service.

ii) Leave Encashment:

The employees are entitled to receive certain benefits in lieu of the annual leave not availed of during service, at the time of leaving the services of the Company. The benefits payable are expressed by means of a formulae which takes into account the salary and the leave balance to the credit of the employees on the date of exit. These benefits are administered on a Pay-As-You-Go basis.

c) Basis Used to Determine Expected Rate of Return on Assets:

The expected return on plan assets is determined based on several factors like the composition of plan assets held, assessed risks of asset management, historical results of the the return on plan assets and the Company's policy for plan asset management.

d) Amounts Recognised as Expense:

i) Defined Contribution Plans

Employer's Contribution to Provident Fund amounting to Rs. 49,317,807 (previous year ended March 31, 2010, Rs. 37,847,356) and contribution to Superannuation Fund amounting to Rs. 15,222,776 (previous year ended March 31, 2010, Rs. 13,351,767) has been included in Schedule 14 under Personnel Expenses - Contribution to Provident and Other Funds.

ii) Defined Benefit Plan

Gratuity cost amounting to Rs. 27,084,438 (previous year ended March 31, 2010, Rs. 8,156,889) has been included in Schedule 14 under Personnel Expenses - Contribution to Provident and Other Funds.

11. GENERAL

a) Figures for the previous year have been regrouped/restated wherever necessary to conform to current year's presentation.

b) Other information required by Schedule VI to the Companies Act, 1956, has been given only to the extent applicable.


Mar 31, 2010

1. CONTINGENT LIABILITIES

a) Guarantees given by the Companys bankers against counter guarantees given by the Company Rs. 4,055,000 (previous year ended March 31, 2009 Rs. 4,305,000)

b) Corporate Guarantee of up to Rs. 361,120,000 (USD 8,000,000) (previous year ended March 31, 2009 Rs. 405,760,000 (USD 8,000,000)) in respect of a loan availed by its subsidiary secured by mortgage of immovable property of the Company at Pune in favour of Citibank, N.A. or its agents or trustees. As at March 31, 2010 Rs.108,336,000 (USD 2,400,000) (previous year ended March 31, 2009 Rs. 284,032,000 (USD 5,600,000)) has been drawn under the credit agreement.

c) Claims against the Company not acknowledged as debt:

(i) Rs. 59,502,103 (previous year ended March 31, 2009, Rs. 42,715,518) in respect of disputed demand of income tax against which the Company has preferred an appeal.

(ii) Rs. 5,013,818 (previous year ended March 31, 2009, Rs. 172,818) in respect of disputed demand of excise and customs duty against which the Company has preferred an appeal.

(iii) Rs. 8,538,871 (previous year ended March 31, 2009, Rs. 2,292,825) in respect of a sales tax assessment of a previous year against which the Company has applied for cancellation.

(iv) Suit filed against the Company in India claiming damages of Rs. 1,118,000,000 for alleged breach of a non-recruitment provision in an agreement. A similar case has already been dismissed by a Court of law in Virginia, USA.

3. CAPITAL COMMITMENTS

a) Tangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. 8,139,417 (previous year ended March 31, 2009 Rs. 8,625,264)

b) Intangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) Rs. 2,520,655 (previous year ended March 31, 2009 Rs. 3,612,455)

4. SECURED LOANS

Working capital facilities are secured by a pari passu charge on book debts of the Company, both present and future.

5. INVESTMENTS

A) Investments in Subsidiaries:

During the year ended March 31, 2010, the Company has invested an amount of 27,500 Euros (INR 1,886,775) and acquired a Germany based Company and renamed it as Geometric Europe GmbH. The registration and other processes were completed during the year ended March 31 2010 and the said Company became a 100% wholly- owned subsidiary of Geometric Limited.

6. DERIVATIVE INSTRUMENTS

a) The Company has adopted the principles of Cash Flow Hedging as laid down in Accounting Standard AS-30 Financial Instruments: Recognition and Measurement issued by The Institute of Chartered Accountants of India. Changes in the fair value of those forward foreign exchange contracts which are designated and effective as hedges of the future cash flows are recognized directly under Shareholders Funds in the Cash Flow Hedging Reserve and the ineffective portion is recognised immediately in the Profit and Loss Account.

c) As of the balance sheet date the Company has net foreign exposures that are not hedged by derivative instruments or otherwise amounting to Rs. 980,726,220 (previous year ended March 31, 2009 - Rs. 848,766,029).

7. CURRENT LIABILITIES

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date. The information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

Notes:

a) The number of options disclosed above has been adjusted for subdivision of the Companys shares from face value of Rs. 10 each into five equity shares of face value of Rs. 2 each on August 9, 2005 and on account of issue of bonus shares on August 6, 2004.

b) The surrendered options can be reissued as per the terms of Scheme 2003, 2006, 2009 & 2009 - (Directors & Employees).

c) In the event of any further rights or bonus issue of equity shares prior to conversion, the entitlement of shares shall be suitably revised. In the event of a bonus issue, the number of shares shall be increased proportionately and the price revised downwards. The options vest in the employees to whom they are granted subject to the employee being in employment of the Company and his/her performance.

d) The employee share based payment plans have been accounted based on the intrinsic value method and no compensation expense has been recognized since the market price of the underlying share at the grant date is the same/less than the exercise price of the option, the intrinsic value thereof being Nil.

8. DEFERRED INCOME TAX

The Company accounts for taxes on income to include the effect of timing differences in the tax expenses in the Profit and Loss account and deferred tax asset / liability in the Balance Sheet. The tax holiday under Section 10A of Income-tax Act, 1961, is available to the Company in respect of two units of the Company. In view of this, the deferred tax asset / liability in respect of timing differences that originate and reverse during tax holiday period is ignored and deferred tax liability in respect of timing differences that originate during tax holiday period but reverse after the tax holiday period is recognized.

9. RELATED PARTY TRANSACTIONS:

A. Related Parties and their Relationships a) Subsidiary Companies:

1. 3D PLM Software Solutions Ltd.

2. Geometric Asia Pacific Pte. Ltd.

3. Geometric China Inc.

4. Geometric Technologies Inc.

5. Geometric Americas Inc.

6. Geometric SAS, France

7. Geometric SRL Romania

8. Geometric Europe GmbH

b) Associates: 1. Godrej & Boyce Mfg. Co. Ltd.

c) Key Management Personnel:

1. Mr. Ravishankar. G., Managing Director & CEO

2. Mr. Manu Parpia, Founder & Vice-Chairman

10. EMPLOYEE BENEFITS

a) DEFINED CONTRIBUTION PLANS

(i) Provident Fund:

The Company makes contributions of a specified percentage of a payroll costs towards the retirement benefit plan of its employees.

(ii) Superannuation:

The Company has maintained a Group Superannuation Scheme for its senior executives through a Master Policy with the Life Insurance Corporation of India towards which monthly premiums are paid and charged against revenue.

b) DEFINED BENEFIT PLAN

(i) Gratuity:

The Company has maintained a Group Gratuity Cum Life Assurance Scheme through a Master Policy with the Life Insurance Corporation of India towards which annual premiums as determined by an actuarial valuation are paid and charged against revenue. Under the gratuity plan every employee is entitled to the benefit equivalent to 15 days final salary last drawn for each completed year of service depending on the date of joining. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service.

(ii) Leave Encashment:

The employees are entitled to receive certain benefits in lieu of the annual leave not availed of during service, at the time of leaving the services of the Company. The benefits payable are expressed by means of a formulae which takes into account the salary and the leave balance to the credit of the employees on the date of exit. These benefits are administered on a Pay-As-You-Go basis.

c) Basis Used to Determine Expected Rate of Return on Assets:

The expected return on plan assets is determined based on several factors like the composition of plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Companys policy for plan asset management.

d) Amounts Recognised as Expense:

(i) Defined Contribution Plans

Employers Contribution to Provident Fund amounting to Rs. 37,847,356 (previous year ended March 31, 2009, Rs. 41,223,023) and contribution to Superannuation Fund amounting to Rs. 13,351,767 (previous year ended March 31, 2009, Rs. 14,817,571) has been included in Schedule 10 under Personnel Expenses - Contribution to Provident and Other Funds.

(ii) Defined Benefit Plan

Gratuity cost amounting to Rs. 8,156,889 (previous year ended March 31, 2009, Rs. 14,787,418) has been included in Schedule 10 under Personnel Expenses - Contribution to Provident and Other Funds.

11. a) The Company has during the year paid consultancy fees of Rs. 2,100,000 (Previous Year Rs. Nil) to the Founder & Vice Chairman, Non-Executive Director, for the period from September 1, 2009 to March 31, 2010 pursuant to the approval of the shareholders at the Annual General Meeting held on September 25, 2009. The said consultancy fees are subject to the approval of the Central Government under Section 309(1) of the Companies Act, 1956, for which application has been made. b) The remuneration payable to the Managing Director as approved by the shareholders and the Board of Directors is in excess of the maximum amount payable under the provisions of Section 198 of the Companies Act, 1956. The excess amount of Rs. 11,19,900 has not been paid to the Managing Director and will be paid only subject to the approval of the Central Government.

12. The position of the Company Secretary has remained vacant from January 1, 2010 till our report date. However the Company has appointed Vice President Finance to act as the Compliance Officer.

13. General

a) Figures for the previous year have been regrouped / restated wherever necessary to conform to current years presentation.

b) Other information required by Schedule VI to the Companies Act, 1956, has been given only to the extent applicable.

 
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