Mar 31, 2016
To the Members of Geometric Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Geometric Limited ("the Company"), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss, the cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors as on 31 March 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and
(g) with respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :
i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 45 to the financial statements;
ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 43 to the financial statements; and
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE-A TO THE INDEPENDENT AUDITOR''S REPORT
As regards the Annexure referred to in the Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified once in two years. In accordance with this programme, fixed assets were verified during the previous year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets;
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The Company is a service company, primarily rendering software and engineering services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
(iii) The Company has granted unsecured loans to two body corporate covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').
(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company;
(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated;
(c) There are no overdue amounts in respect of the loan granted to bodies corporate listed in the register maintained under section 189 of the Act.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Act, for any of the services rendered by the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales-tax, value added tax, service tax, duty of customs, cases and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of duty of excise during the year.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income tax, sales tax, value added tax, service tax, duty of customs, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.
ANNEXURE-A TO THE INDEPENDENT AUDITOR''S REPORT (CONTD.)
(b) According to information and explanations given to us, the following dues of income tax, sales tax, duty of excise, duty of customs, service tax and sales tax have not been deposited by the Company on account of disputes:
Name of the Statute |
Nature of the Dues |
Amount (Rs.in millions) |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Income Tax |
462 |
A.Y. 2007-08 to 201112 |
Income Tax Appellate Tribunal |
Income Tax Act, 1961 Service Tax (Finance |
Tax Deducted at Source |
10 |
A.Y. 2006-07 and 2013-14 |
NA |
Act, 1994) Service Tax (Finance |
Service tax |
3 |
F.Y. 2007-08 to 201112 |
Commissioner of Central excise |
Act, 1994) |
Service tax |
27 |
February and March 2008 and F.Y. 2010-11 to 2013-14 |
Commissioner of Service Tax |
Central Excise and Customs Act, 1962 |
Services tax |
4 |
F.Y. 1997-98 and 1998-99 |
Office of Asset. Commissioner of Customs |
Central Excise and Customs Act, 1962 |
Duty of Customs |
15 |
F.Y. 1999-00 |
Office of Asset. Commissioner of Customs |
Central Excise and Customs Act, 1962 |
Duty of Customs |
3 |
F.Y. 1998-99 |
Add. Commissioner of Central Excise |
Central Excise and Customs Act, 1962 |
Duty of Excise |
1 |
F.Y. 1999-00 to 200001 |
Joint Commissioner of Central Excise |
Central Excise and Customs Act, 1962 |
Duty of Excise |
0.3 |
F.Y. 1998-99 and 2001-02 |
Commission of Central Excise (Appeals) |
Bombay Sales Tax Act, 1959 and Central Sales Tax Act, 1956 |
Sales tax |
13 |
F.Y. 2002-03, 2004-05, 2009-10 and 2011-12 |
Joint Commissioner, Appeals |
Provident Fund |
Provident fund |
302 |
1 April 1996 to 28 November 2013 |
Assistant PF Commissioner |
(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
annexure - b to the independent auditors'' report
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Geometric Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For B S R & Co. LLP
Chartered Accountants
Firm''s Registration No: 101248W/ W-100022
Rajesh Mehra
Mumbai Partner
6 May 2016 Membership No: 103145
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Geometric Limited ("the Company"), which comprise the Balance Sheet as
at March 31, 2015, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstance, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation ofthe standalone financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the standalone financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015 and its profits and its cash flows for the year ended
on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the
financial statements:
i. Note No. 2 (c) to the financial statements regarding the revision
in estimated useful life of Office Equipment pursuant to the
notification of Schedule II to the Companies Act, 2013. Consequent upon
such change, the depreciation charge for the year is higher by Rs.
6,041,941 and an amount of Rs. 1,052,337 (net of deferred tax Rs.
541,872) has been charged against the opening balance of Retained
Earnings in respect of assets whose remaining useful life was
exhausted.
ii. Note No. 28 to the financial statements regarding reclassification
of a loan of EUR 6.65 million given to its subsidiary, Geometric Europe
GmbH as a long term loan forming part of the C's net investment in a
non-integral foreign operation, with effect from January 1, 2015.
Consequently,the foreign exchange loss on translation of the loan
amount into Ras at the balance sheet date amounting to Rs. 63,840,000
(Previous year 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 (revised). The profit
before tax of the company for the year ended March 31, 2015 is higher
to that extent.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 issued by
the Central Government of India in terms of sub-section (11) of section
143 of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3and4of the Order, to the extent applicable.
2. As per section 135 of the Companies Act, 2013, the Company was
required to spend Rs. 8.74 mn during the financial year on Corporate
Social Responsibility activities, being two percent of the average net
profits of the Company made during the three immediately preceding
financial years. The Company has during the year spent Rs. 0.93 mn on
CSR activities and could not spend the remaining amount as the Company
is in the process of identifying focus areas in alignment with its
philosophy for CSR activities so as to ensure the optimum utilization
of the funds.
3. As required by section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015 from being
appointed as a director in terms of section 164(2) of the Act; and
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements- refer note 43 to the
Financial Statements.
ii. The Company did not have any material foreseeable losses under the
applicable law or accounting standards on long term contracts including
derivative contracts.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure to Independent Auditor's Report
Annexure referred to in paragraph 1 of our report under the heading
"Report on Other Legal and Regulatory Requirements" of even date.
1. a) The Company has maintained proper records
showing full particulars, including quantitative details and situation
of fixed assets. b) According to the information and explanations
given to us, the fixed assets were physically verified by the
management during the year. In our opinion, the frequency of
verification is reasonable having regard to the size of the Company and
the nature of its assets. The discrepancies noticed were not material
and have been properly dealt with in the books of account.
2. The Company being a service company, does not have any physical
inventory, thus the provisions of clause 3(ii) of the Companies
(Auditor's Report) Order, 2015 are not applicable to the Company.
3. a) The Company has granted unsecured loans to two parties covered in
the register maintained under section 189 of the Companies Act, 2013.
b) According to the information and explanations given to us, the
repayment of the principal amount and interest is to commence as per
mutually agreed terms, which schedule has not commenced till date in
case of the loan to Geometric Europe GmbH. The other party to whom the
Company has granted loans is generally regular in repayment of
principal and payment of interest thereon.
c) Considering the repayment schedule and our observations in (c)
above, there are no overdue amounts exceeding Rs. one lakh.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of fixed assets and for the sale of software and services.
The Company had re-implemented SAP in February 2014 and is still facing
stabilization issues in revenue recognition areas. The Company has
alternate controls in place to mitigate such risks and has recorded the
required adjustments. Except for the above, we have not come across any
continuing failure to correct major weaknesses in the internal control
system.
5. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public.
6. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under section 148 (1) of the Act, for any of the activities
of the Company.
7. a) According to the information and explanations given to us and on
the basis of the records examined by us, the Company is generally
regular in depositing undisputed statutory dues including provident
fund, employees state insurance, income tax, sales tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax, cess and
any other statutory dues with the appropriate authorities. As explained
to us, the Company did not have any dues on account of employees' state
insurance and duty of excise.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, wealth tax, service tax, duty of customs, value added tax,
cess and other material statutory dues were in arrears as at March 31,
2015 for a period of more than six months from the date they became
payable.
b. According to the information and explanation given to us, there are
no dues of income tax, sales tax, wealth tax, service tax, duty of
customs, duty of excise, value added tax or cess outstanding on account
of any dispute, other than the following:
Name of Statute Nature of Dues Amount (Rs.)
lncome-taxAct,1961 Income-tax 440,181,688
Income-taxAct,1961 Income-tax 59,354,476
Income-taxAct,1961 Tax Deducted at Source 9,888,950
Service Tax Incorrect availment of Service Tax 17,537,851
Central Excise and Sales from DTA without permission 14,851,016
CustomsAct,1962
Central Excise and Wrongful availment of exemption 876,111
Customs Act, 1962 notification on electrical fittings &
computers
Central Excise and Wrongful availment of exemption 2,394,000
Customs Act, 1962 notification for procurement of
UPS system
Central Excise and Wrongful availment of duty 1,074,418
CustomsAct,1962 exemption in respect of
procurement of Modular furniture
Central Excise and Sale&leasebackofassetsstored 2,606,063
Customs Act, 1962 at the bonded place without
payment of duty, Storing goods in
STPI bonded warehouse beyond
permissible period
Bombay Sales Tax Sales tax dues on sale of software 8,372,875
&CentralSalesTax,
1956
Provident Fund Transfer of PF dues from 43,047,769
Geometric Ltd PF Trust to Govt.
RPF
Name of Statute Period to which Forum where dispute is
the amount pending
relates
lncome-taxAct,1961 FYs Income Tax Appellate
2006- 07 to Tribunal
2009-10
Income-taxAct,1961 FY2010-11 Dispute Resolution Panel
Income-taxAct,1961 FYs2005-06and NA
2012- 13
Service Tax FYs Commissioner of Service
2007- 08 to Tax
2013- 14
Central Excise and FY1999-2000 Asst.Commissioner
CustomsAct,1962 Customs
Central Excise and FY's 1998-99and Commissioner of Central
Customs Act, 1962 2001-02 Excise (Appeals)
Central Excise and FY1991-92 Add.Commissionerof
Customs Act, 1962 Central Excise
Central Excise and FY's 1999-00to Joint Commissioner of
CustomsAct,1962 2000-01 Central Excise
Central Excise and FY's2007-08 Asst.Commissioner of
Customs Act, 1962 Central Excise
Bombay Sales Tax FY's2001-02 and Deputy commissioner of
&CentralSalesTax, 2003-04 sales tax
1956
Provident Fund FY's2006-07and Asst.P.F.Commissioner
2010-11
c. According to the information and explanations given to us, the
amounts which were required to be transferred to the investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules there under has been
transferred to such fund within time.
8. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year or in the immediately preceding financial year.
9. According to the information and explanations given to us and based
on the documents and records produced before us, there has been no
default in repayment of dues to banks. There are no dues to financial
institutions or debenture holders.
10. According to the information and explanations given to us, the
Company has given guarantees for loans taken by subsidiaries from
banks. In our opinion, the terms and conditions of the guarantees are
not prima- facie prejudicial to the interest of the Company.
11. In our opinion and according to the information and explanations
given to us, the term loan obtained by the Company was applied for the
purpose for which the loan was obtained.
12. t t Based upon the audit procedures performed by us, to the best
of our knowledge and belief and according to the information and
explanations given to us by the Management, no material fraud on, or by
the Company, has been noticed or reported during the year.
For KALYANIWALLA & MISTRY
CHARTERED ACCOUNTANTS
Firm Reg. No. 104607W
Farhad M. Bhesania
PARTNER
M. No.: 127355
Mumbai: April 27, 2015.
Mar 31, 2014
Report on the Financial Statements
We have audited the accompanying financial statements of Geometric
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2014, the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting standards referred to in the Companies Act, 1956 ("the
Act"), read with the General Circular 15/2013 dated 13th September 2013
of the Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and fair presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a. in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
b. in the case of the Statement of Profit and Loss, of the profits for
the year ended on that date; and
c. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in subsection (3C) of section 211 of the Companies Act, 1956, read
with the General Circular 15/2013 dated 13th September 2013 of the
Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013;
e. on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub- section (1) of
section 274 of the Companies Act, 1956.
Annexure to the Auditor''s Report
Annexure referred to in paragraph 1 of our report under the heading
"Report on Other Legal and Regulatory Requirements" of even date.
1. a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) According to the information and explanations given to us, the fixed
assets were physically verified by the management which in our opinion
is reasonable having regard to the size of the Company and the nature
of its assets. The discrepancies noticed were not material and have
been properly dealt with in the books of accounts.
c) In our opinion, the Company has not disposed off a substantial
portion of its fixed assets during the year, so as to affect the going
concern assumption.
2. The Company being a service company, does not have any physical
inventory, thus the provisions of clause 4(ii) of the Companies
(Auditor''s Report) Order, 2003 (as amended) are not applicable to the
Company.
3. a) The Company has granted unsecured loans to two parties listed in
the register maintained under section 301 of the Companies Act, 1956.
The maximum balance outstanding during the year was Rs. 935,053,498 and
balance outstanding as at the year- end was Rs. 871,011,002.
b) In our opinion, the rate of interest and other terms and conditions
on which the unsecured loans have been granted to the above mentioned
party listed in the register maintained under section 301 of the
Companies Act, 1956, are not prima facie prejudicial to the interest of
the Company.
c) According to the information and explanations given to us, the
repayment of the principal amount and interest is to commence as per
mutually agreed terms, which schedule has not commenced till date in
case of the loan to Geometric GMBH. The other party to whom the Company
has granted loans is generally regular in repayment of principal and
payment of interest thereon.
d) Considering the repayment schedule and our observations in (c)
above, there are no overdue amounts exceeding Rs. one lakh.
e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties listed in the register maintained
under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of fixed assets and for the sale of software and services.
The Company has re-implemented SAP in February 2014 and some errors
were observed in sales processing for February and March 14, which have
been suitably rectified. The Company also has alternate controls in
place to mitigate risks during this stabilization phase. Further, on
the basis of our examination of the books and records and the
information and explanation given to us, we have not come across any
continuing failure to correct major weaknesses in the internal control
system.
5. a) Based upon the audit procedures applied by us and according to
the information and explanations given to us, we are of the opinion
that the particulars of contracts or arrangements referred to in
section 301 of the Companies Act, 1956, have been entered in the
register maintained under that section.
b) In our opinion and according to the information and explanations
given to us, having regard to the explanation that many items are of a
special nature and their prices cannot be compared with alternate
quotations, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 have been made at prices which are reasonable,
having regard to prevailing market prices at the relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of section 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under.
7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under section 209(l)(d) of the Companies Act, 1956, for any
of the activities of the Company.
9. a) According to the information and explanation given to us and the
records examined by us, the company is regular in depositing undisputed
statutory dues, including dues pertaining to provident fund, investor
education and protection fund, income-tax, sales tax, wealth tax,
service tax, custom duty, cess and any other statutory dues with the
appropriate authorities.
We have been informed that there are no undisputed dues which have
remained outstanding as at the end of the financial year, for a period
of more than six months from the date they became payable.
b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following:
Name of Statute Nature of Dues Amount (Rs.)
Income-tax Income-tax 316,649,587
Act, 1956
Service Tax Incorrect availment of
Service 1,165,981
Tax
Central Excise Wrongful availment of 876,111
and Customs Act, exemption notification
on
1962 electrical fittings &
computers
Central Excise Wrongful availment of 2,394,000
and Customs Act, exemption notification
for
1962 procurement of UPS
system
Central Excise Wrongful availment of
duty 1,074,418
and Customs Act, exemption in respect of
1962 procurement of Modular
furniture
Central Excise Sale & lease back of
assets 2,432,968
and Customs Act, stored at the bonded
place
1962 without payment of
duty, Storing goods in
STPI bonded warehouse
beyond permissible
period
Bombay Sales Tax Sales tax dues on sale of 8,372,875
& Central Sales software
Tax, 1956
Name of Statue Period to which the Forum where dispute is
amount relates pending
Income-tax Financial Years Income Tax Appellate
Act, 1956
2005-06 to 2008-09 Tribunal
and 2012-13
Service Financial Years Commissioner of
2007-08 to 2011-12 Service Tax
Central Excise Financial Years 1998- Commissioner of
and Customs Act, 99 and 2001-02 Central Excise (Appeals)
1962
Central Excise Financial Year Add. Commissioner of
and Customs Act, 1991-92 Central Excise
1962
Central Excise Financial Years Joint Commissioner of
and Customs Act, 1999-00 to 2000-01 Central Excise
1962
Central Excise Financial Year Asst. Commissioner of
and Custom Act, 2007-08 Central Excise
1962
Bombay Sales Tax Financial Years Deputy commissioner
& Central Sales 2001-02 and 2003-04 of sales tax
Tax,1956
10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year or in the immediately preceding financial year.
11. According to the information and explanations given to us and
based on the documents and records produced before us, there has been
no default in repayment of dues to banks. There are no dues to
financial institutions or debenture holders.
12. According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted any loans or advances on the basis of security by way of
pledge of shares, debentures or other securities.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi mutual benefit
fund/societies. Therefore, the provisions of clause 4 (xiii) of the
Companies (Auditor''s
Report) Order, 2003 (as amended) are not applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Therefore, the
provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
15. According to the information and explanations given to us, the
Company has given guarantees for loans taken by subsidiaries from
banks. In our opinion, the terms and conditions of the guarantees are
not prima-facie prejudicial to the interest of the Company.
16. In our opinion and according to the information and explanations
given to us, the term loan obtained by the Company was applied for the
purpose for which the loan was obtained.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Cash Flow Statement
and other records examined by us, the Company has not used funds raised
on short term basis for long term investment.
18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956. Therefore, the provisions of
clause 4 (xviii) of the Companies (Auditor''s Report) Order, 2003 (as
amended) are not applicable to the Company.
19. The Company did not issue any debentures during the year.
Therefore, the provisions of clause 4 (xix) of the Companies (Auditor''s
Report) Order, 2003 (as amended) are not applicable to the Company.
20. The Company has not raised any money through a public issue during
the year. Therefore, the provisions of clause 4 (xx) of the Companies
(Auditor''s Report) Order, 2003 (as amended) are not applicable to the
Company.
21. Based upon the audit procedures performed by us, to the best of our
knowledge and belief and according to the information and explanations
given to us by the Management, no fraud on, or by the Company, has been
noticed or reported during the year.
For and on behalf of
KALYANIWALLA & MISTRY
CHARTERED ACCOUNTANTS
Firm Reg. No. 104607W
FARHAD M. BHESANIA
PARTNER
M. No.: 127355
Mumbai: April 29, 2014.
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Geometric
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2013, the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and fair presentation of the financial statements
that are free from material misstatement, whether due to fraud or
error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a. in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b. in the case of the Statement of Profit and Loss, of the profits for
the year ended on that date; and
c. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in sub- section (3C) of Section 211 of the Companies Act, 1956;
e. on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of Clause (g) of sub-section (1) of
Section 274 of the Companies Act, 1956.
Annexure to the Auditor''s Report
As required by the Companies (Auditor''s Report) Order, 2003, issued by
the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we further report that:
1. a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) According to the information and explanations given to us, the fixed
assets were physically verified by the management which in our opinion
is reasonable having regard to the size of the Company and the nature
of its assets. The discrepancies noticed were not material and have
been properly dealt with in the books of accounts.
c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year, so as to affect the going concern
assumption.
2. The Company being a service company, does not have any physical
inventory, thus the provisions of Clause 4(ii) of the Companies
(Auditor''s Report) Order, 2003 (as amended) are not applicable to the
Company.
3. a) The Company has granted unsecured loans to two parties listed in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum balance outstanding during the year and the balance
outstanding as at the year-end was Rs. 935,053,498.
b) In our opinion, the rate of interest and other terms and conditions
on which the unsecured loans have been granted to the above mentioned
party listed in the register maintained under section 301 of the
Companies Act, 1956, are not prima facie prejudicial to the interest of
the Company.
c) According to the information and explanations given to us, the
repayment of the principal amounts are to commence from 1 July 2014 and
1 January 2016 respectively or such dates as per mutually agreed terms,
which schedule has not commenced till date. The parties to whom the
Company has granted loans are generally regular in payment of interest
thereon.
d) As the repayment schedule has not commenced, there are no overdue
amounts exceeding Rupees One lakh.
e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of computers and other equipment and for the sale of software
and services. Further, on the basis of our examination of the books and
records and the information and explanations given to us, we have not
come across any continuing failure to correct major weaknesses in the
internal control system.
5. a) Based upon the audit procedures applied by us and according to
the information and explanations given to us, we are of the opinion
that the particulars of contracts or arrangements referred to in
Section 301 of the Companies Act, 1956, have been entered in the
register maintained under that section.
b) In our opinion and according to the information and explanations
given to us, having regard to the explanation that many items are of a
special nature and their prices cannot be compared with alternate
quotations, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 have been made at prices which are reasonable,
having regard to prevailing market prices at the relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of Sections 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under.
7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under Section 209(1)(d) of the Companies Act, 1956, for any
of the activities of the Company.
9. a) According to the information and explanations given to us and
the records examined by us, the Company is regular in depositing
undisputed statutory dues, including dues pertaining to provident fund,
investor education and protection fund, income-tax, sales tax, wealth
tax, service tax, custom duty, cess and any other statutory dues with
the appropriate authorities. We have been informed that there are no
undisputed dues which have remained outstanding as at the end of the
financial year, for a period of more than six months from the date they
became payable.
b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following:
Name of Statute Nature of Dues Amount Rs.
Income-tax Act, 1956 Income-tax 337,792,715
Service Tax Incorrect availment of
Service Tax 1,165,981
Central Excise and Wrongful availment of exemption 876,111
Customs Act, 1962 notification on electrical
fittings & computers
Central Excise and Wrongful availment of exemption 2,394,000
Customs Act, 1962 notification for procurement
of UPS system
Central Excise and Wrongful availment of
duty exemption 1,069,418
Customs Act, 1962 in respect of procurement of
Modular furniture
Central Sales Tax, 1956 Sales tax dues on ex-party
assessment 2,126,829
Bombay Sales Tax, 1959 Sales tax dues on sale of
software 6,246,046
Name of Statute Period to which the Forum where dispute
amount relates is pending
Income tax Act 1956 Financial Years Add. Commissioner of
2006-07 to 2009-10 Income Tax
Service Tax Financial Years Commissioner of
2007-08 to 2011-12 Service Tax
Central Excise and
Customs Act 1962 Financial Year Commissioner of
1998-99 and 2001-02 Central Excise (Appeals)
Central Excise and
Customs Act 1962 Financial Year Add. Commissioner of
1991-92 Central Excise
Central Excise and
Customs Act 1962 Financial Year Joint Commissioner of
1999-00 to 2000-01 Central Excise
Central Sales Tax 1956 Financial Years Deputy commissioner
2002-03 of sales tax
Bombay Sales Tax 1956 Financial Year Deputy commissioner
2004-05 of sales tax
10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year or in the immediately preceding financial year.
11. According to the information and explanations given to us and
based on the documents and records produced before us, there has been
no default in repayment of dues to banks. There are no dues to
financial institutions or debenture holders.
12. According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted any loans or advances on the basis of security by way of
pledge of shares, debentures or other securities.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi mutual benefit
fund/societies. Therefore, the provisions of Clause 4 (xiii) of the
Companies (Auditor''s Report) Order, 2003 (as amended) are not
applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Therefore, the
provisions of Clause 4 (xiv) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
15. According to the information and explanations given to us, the
Company has given guarantees for loans taken by subsidiaries from
banks. In our opinion, the terms and conditions of the guarantees are
not prima-facie prejudicial to the interest of the Company.
16. The Company has not taken any term loans and therefore the
provisions of Clause 4 (xvi) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Cash Flow Statement
and other records examined by us, the Company has not used funds raised
on short term basis for long-term investment.
18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
Section 301 of the Companies Act, 1956. Therefore, the provisions of
Clause 4 (xviii) of the Companies (Auditor''s Report) Order, 2003 (as
amended) are not applicable to the Company.
19. The Company did not issue any debentures during the year.
Therefore, the provisions of Clause 4 (xix) of the Companies (Auditor''s
Report) Order, 2003 (as amended) are not applicable to the Company.
20. The Company has not raised any money through a public issue during
the year. Therefore, the provisions of Clause 4 (xx) of the Companies
(Auditor''s Report) Order, 2003 (as amended) are not applicable to the
Company.
21. Based upon the audit procedures performed by us, to the best of
our knowledge and belief and according to the information and
explanations given to us by the Management, no fraud on, or by the
Company, has been noticed or reported during the year.
Kalyaniwalla & Mistry
Chartered Accountants
Firm Reg. No. 104607W
Viraf R. Mehta
Partner
M. No.: 32083
Mumbai: April 29, 2013.
Mar 31, 2012
1. We have audited the attached Balance Sheet of GEOMETRIC LIMITED as
at March 31, 2012, Statement of Profit and Loss and the Cash Flow
Statement of the Company for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, issued
by the Central Government of India in terms of section 227 (4A) of the
Companies Act, 1956, we annex hereto a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Without qualifying our opinion, we draw attention to note 43 to the
Financial Statements regarding loans to subsidiary amounting to Rs
514,783,086 (previous year ended March 31, 2011 - Rs 538,231,292) and
debts due from subsidiary aggregating Rs 84,829,614 (previous year ended
March 31, 2011 - Rs 879,661,684). As stated in the said note, the above
loans and debts due from subsidiary are considered to have a value on
realization in the ordinary course of business at least equal to the
amount at which they are stated.
5. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
b) in our opinion, proper books of account as required by law, have
been kept by the Company so far as appears from our examination of such
books.
c) the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
d) in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.
e) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
thereon, give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
ii) in the case of the Statement of Profit and Loss, ofthe profit ofthe
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
6. On the basis of the written representations received from the
directors as on March 31, 2012 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012, from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
Annexure to the Auditor's Report
As required by the Companies (Auditor's Report) Order, 2003, issued by
the Central Government of India in terms of section 227 (4A) of the
Companies Act, 1956, we further report that:
1. a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) According to the information and explanations given to us, the fixed
assets are being physically verified by the management in a phased
manner. In our opinion the frequency of such verification is
reasonable having regard to the size of the Company and the nature of
its assets. The discrepancies noticed on physical verification were not
material and have been properly dealt with in the books of accounts.
c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year, so as to affect the going concern
assumption.
2. The Company being a service company, does not have any physical
inventory, thus the provisions of clause 4(ii) of the Companies
(Auditor's Report) Order, 2003 (as amended) are not applicable to the
Company.
3. a) The Company has granted unsecured loans to a party listed in the
register maintained under section 301 of the Companies Act, 1956. The
maximum balance outstanding during the year was Rs 1,104,300,201 and
balance outstanding as at the year end was Rs 514,783,086.
b) In our opinion, the rate of interest and other terms and conditions
on which the unsecured loans have been granted to the above mentioned
party listed in the register maintained under section 301 of the
Companies Act, 1956, are not prima facie prejudicial to the interest of
the Company.
c) According to the information and explanations given to us, the
repayment of the principal amount is to commence as per mutually agreed
terms, which schedule has not been finalised till date. The party to
whom the Company has granted loans is generally regular in payment of
interest thereon.
d) As the repayment schedule is not finalised, there are no overdue
amounts exceeding Rs One lakh.
e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties listed in the register maintained
under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of fixed assets and for the sale of software and services.
Further, on the basis of our examination of the books and records and
the information and explanation given to us, we have not come across
any continuing failure to correct major weaknesses in the internal
control system.
5. a) Based upon the audit procedures applied by us and according to
the information and explanations given to us, we are of the opinion
that the particulars of contracts or arrangements referred to in
section 301 of the Companies Act, 1956, have been entered in the
register maintained under that section.
b) In our opinion and according to the information and explanations
given to us, having regard to the explanation that many items are of a
special nature and their prices cannot be compared with alternate
quotations, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 have been made at prices which are reasonable,
having regard to prevailing market prices at the relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of section 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed thereunder.
7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under section 209 (1) (d) of the Companies Act, 1956, for
any of the activities of the Company.
9. a) According to the information and explanation given to us and the
records examined by us, the company is regular in depositing undisputed
statutory dues, including dues pertaining to provident fund, investor
education and protection fund, income-tax, sales tax, wealth tax,
service tax, custom duty, cess and any other statutory dues with the
appropriate authorities. We have been informed that there are no
undisputed dues which have remained outstanding as at the end of the
financial year, for a period of more than six months from the date they
became payable.
b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following:
Name of Statute Nature of Dues Amount
(Rs)
Income-tax Act,1956 Income-tax 219,847,132
Central Excise and Duty Payable removal of
batteries 363,761
Customs Act, 1962 without permission.
Central Excise and Wrong ful availment of
exemption 1,138,111
Customs Act, 1962 notification on electrical
and light fiffings.
Central Excise and Wrongful availment of exemption 2,394,000
Customs Act, 1962 notification for procurement
of UPS system
Central Excise and Wrongful availment of duty
exemption 1,069,418
Customs Act, 1962 in respect of procurement of
Modular furniture
Central Sales Tax,1956 Sales tax dues on ex-party
assessment 2,126,829
Bombay Sales Tax,1959 Sales tax dues on sale of
software 6,246,046
Name of Statute Period to which the Forum where dispute is
amount relates pending
Income tax Act, 1956 Financial Years Add.Commissioner of
2005-06 to 2009-10 Income Tax
Central Excise and Financial Year Commissioner of
Customs Act, 1962 2000-01 Central Excise (Appeals)
Central Excise and Financial Year Commissioner of
Customs Act, 1962 1998-99 and 2001-02 Central Excise (Appeals)
Central Excise and Financial Year Add. Commissioner of
Customs Act, 1962 1991-92 Central Excise
Central Excise and Financial Year Joint Commissioner of
Customs Act, 1962 1999-00 to 2000-01 Central Excise
Central Sales
Tax, 1956 Financial Years Deputy commissioner
2002-03 of sales tax
Bombay Sales Tax, 1956 Financial Year Deputy commissioner
2004-05 of sales tax
10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year or in the immediately preceding financial year.
11. According to the information and explanations given to us and
based on the documents and records produced before us, there has been
no default in repayment of dues to banks. There are no dues to
financial institutions or debenture holders.
12. According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted any loans or advances on the basis of security by way of
pledge of shares, debentures or other securities.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi mutual benefit
fund/societies. Therefore, the provisions of clause 4 (xiii) of the
Companies (Auditor's Report) Order, 2003 (as amended) are not
applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Therefore, the
provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
15. According to the information and explanations given to us, the
Company has given guarantees for loans taken by subsidiaries from
banks. In our opinion, the terms and conditions of the guarantees are
not prima-facie prejudicial to the interest of the Company.
16. In our opinion and according to the information and explanations
given to us, the term loan obtained by the Company was applied for the
purpose for which the loan was obtained.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Cash Flow Statement
and other records examined by us, the Company has not used funds raised
on short term basis for long term investment.
18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956. Therefore, the provisions of
clause 4 (xviii) of the Companies (Auditor's Report) Order, 2003 (as
amended) are not applicable to the Company.
19. The Company did not issue any debentures during the year.
Therefore, the provisions of clause 4 (xix) of the Companies (Auditor's
Report) Order, 2003 (as amended) are not applicable to the Company.
20. The Company has not raised any money through a public issue during
the year. Therefore, the provisions of clause 4 (xx) of the Companies
(Auditor's Report) Order, 2003 (as amended) are not applicable to the
Company.
21. Based upon the audit procedures performed by us, to the best of
our knowledge and belief and according to the information and
explanations given to us by the Management, no fraud on, or by the
Company, has been noticed or reported during the year.
For and on behalf of
Kalyaniwalla & Mistry
Chartered Accountants
Firm Reg. No. 104607W
Viraf R. Mehta
Partner M. No.: 32083
Mumbai: April 23, 2012.
Mar 31, 2010
1. We have audited the attached Balance Sheet of GEOMETRIC LIMITED as
at March 31, 2010, the Profit and Loss Account and the Cash Flow
Statement of the Company for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Companys Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, issued
by the Central Government of India in terms of section 227 (4A) of the
Companies Act, 1956, we annex hereto a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
b) In our opinion, proper books of account as required by law, have
been kept by the Company so far as appears from our examination of such
books.
c) The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account.
d) In our opinion, the balance sheet, the profit and loss account and
the cash Flow statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956.
e) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
thereon, give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
i) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2010;
ii) in the case of the profit and loss account, of the profit of the
Company for the year ended on that date; and
iii) in the case of the cash flow statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from the
Directors as on March 31, 2010 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
March 31, 2010, from being appointed as a Director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956.
Annexure to the Auditors Report
As required by the Companies (Auditors Report) Order, 2003, issued by
the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we further report that:
1. Fixed Assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) According to the information and explanations given to us, the fixed
assets were physically verified by the management which in our opinion
is reasonable having regard to the size of the Company and the nature
of its assets. The discrepancies noticed were not material and have
been properly dealt with in the books of account.
c) In our opnion, the Company has not disposed off a substantial of its
fixed assets during the year, so as to affect the going concern
assumption.
2. The Company being a service company, does not have any physical
inventory, thus the provisions of clause 4(ii) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
3. Loans and advances:
a) The Company has granted unsecured loans aggregating to Rs.
594,094,085 to a party listed in the register maintained under Section
301 of the Companies Act, 1956. The maximum balance outstanding during
the year was Rs. 594,094,085.
b) In our opinion, the rate of interest and other terms and conditions
on which the unsecured loans have been granted to the above mentioned
party are not prima facie prejudicial to the interest of the Company.
c) According to the informations and explanations given to us, the
repayment of the principal amount is to commence as per mutually agreed
terms, which schedule has not commenced till date. The Company is
generally regular in payment of interest thereon.
d) As the repayment schedule has not commenced, there are no overdue
amounts exceeding Rs. One lakh.
e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size
of the Company and the nature of its business, for the purchases of
computers and other equipment and for the sale of software and
services. Further, on the basis of our examination of the books and
records and the information and explanations given to us, we have not
come across any continuing failure to correct major weakness in the
internal control system.
5. a) Based upon the audit procedures applied by us
and according to the information and explanations given to us, we are
of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956, have been
entered in the register maintained under that section.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 500,000 in
respect of any party during the year, have been made at prices which
are reasonable, having regard to prevailing market prices at the
relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of Section 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed thereunder.
7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under Section 209(l)(d) of the Companies Act, 1956, for any
of the activities of the Company.
9. Statutory Dues
a) According to the information and explanation given to us and the
records examined by us, the Company is regular in depositing undisputed
statutory dues, including dues pertaining to Provident Funds, Investor
Education and Protection Fund, Income- tax, Sales tax, Wealth Tax,
Service Tax, Customs Duty, Cess and any other statutory dues with the
appropriate authorities. We have been informed that there are no
undisputed dues which have remained outstanding as at the end of the
financial year, for a period of more than six months from the date they
became payable. We are informed that the provisions of the Employees
State Insurance Act, 1948, are not applicable to the Company.
b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following:
Name of Statute Nature of Dues Amount
(Rs.)
income-tax Act, 1956 income-tax 59,502,103
Central Excise and Duty Payable on items 3,990,687
Customs Act, 1962 procured Duty Free.
Central Excise and Excise duty exemption on 57,168
Customs Act, 1962 electrical and light fittings.
Central Excise and Duty payable on computers 965,963
Customs Act, 1962 donated to institutions.
Central Sales Tax, 1956Sales tax dues on ex-party 2,292,825
assessment
Bombay Sales Tax, 1959 Sales tax dues on sale of 6,246,046
software
Name of Statute Period to which the Forum where dispute
amount relates is pending
Financial Years 2001-02, Add. Commissioner of
income-tax Act, 1956 2002-03 and 2004-05 Income Tax
Central Excise and Financial Years 1998-99, Commissioner of
Customs Act, 1962 1999-2000,2000-01 and Central Excise
(Appeals)
2002-03
Central Excise and Financial Year 2002-03 Commissioner of
Customs Act, 1962 Central Excise
(Appeals)
Central Excise and Financial Years 1995-96, Commissioner of
Customs Act, 1962 1996-97 and 1998-99 Central Excise
(Appeals)
Central Sales Tax, 1956 Financial Years 2001-02 Deputy commissioner
and 2002-03 of sales tax
assessment
Bombay Sales Tax, 1959 Financial Year 2004-05 Deputy commissioner
of sales tax
assessment
10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year or in the immediately preceding financial year.
11. According to the information and explanations given to
us and based on the documents and records produced
before us, there has been no default in repayment of
dues to banks. There are no dues to financial institutions
or debenture holders.
12. According to the information and explanations given to
us and based on the documents and records produced
before us, the Company has not granted any loans or
advances on the basis of security by way of pledge of
shares, debentures or other securities.
13. In our opinion and according to the information and
explanation given to us, the Company is not a chit fund
or a nidhi mutual benefit fund/society. Therefore, the
provisions of clause 4(xiii) of the Companies (Auditors
Report) Order 2003 are not applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
2003 are not applicable to the Company.
15. According to the information and explanations given to us, the
Company has given guarantees for loans taken by subsidiaries from
banks. In our opinion, the terms and conditions of the guarantees are
not prima facie prejudicial to the interest of the Company.
16. In our opinion and according to the information and explanations
given to us, the term loan obtained by the Company was applied for the
purpose for which the loan was obtained.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Cash Flow Statement
and other records examined by us, the Company has not used funds raised
on short-term basis for long-term investment.
18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
19. The Company did not issue any debentures during the year.
20. The Company has not raised any money through a public issue during
the year.
21. Based upon the audit procedures performed by us, to the best of
our knowledge and belief and according to the information and
explanations given to us by the management, no fraud on, or by the
Company, has been noticed or reported during the year.
For and on behalf of
Kalyaniwalla & Mistry
Chartered Accountants
Viraf R. Mehta
Partner
M. No. 32083
Firm Reg. No. 104607W
Place: Mumbai
Date: April 26, 2010.