Professional Documents
Culture Documents
Board of Directors
Company Secretary
Shri. T.Jayaraj
Auditors
Deloitte Haskins and Sells
Chartered Accountants
Kochi - 682 016
Bankers
UTI Bank Ltd.
HDFC Bank Ltd.
Dhanalakshmi Bank Ltd.
Federal Bank Ltd.
Canara Bank Ltd.
IDBI Bank Ltd.
Karur Vysya Bank Ltd.
CitiBank N.A.
Listed at
National Stock Exchange of India Limited
Bombay Stock Exchange Limited
Registered Office
5th Floor, Finance Towers,
Kaloor, Kochi – 682 017.
1
th
13 ANNUAL REPORT
C R O R N R T R E R N R T R S
Page
Subsidiary Companies:
2
FIVE YEARS IN REVIEW
(Rs. in Lakhs)
3
th
13 ANNUAL REPORT
GROWING OPERATIONS
Clients Employees
500,000 2,500
1234
No. of Employees
1234
438,134
1234
2,162
1234 1234
No. of Clients
1234 1234
400,000 1234
372,871
1234
1234
1234
2,000 1234
1234
1234
1234 1234
1234 1234
1234
1,665 1234
1234
1234
1234 1234
1234 1234
1234 1234
1234
1234 1234 1234 1234 1234
300,000 1,500
1234
253,673
1234 1234
1234 1234
1234 1234
1234 1234
1234
1234 1234 1234 1234
1,032 1234 1234
1234 1234 1234 1234 1234 1234
200,000
1234
1234
158,614 1234
1234
1234
1234
1234
1234
1,000
123
750
1234
1234
1234
1234
1234
1234
1234 1234 1234 1234 123 1234 1234 1234
1234 1234 1234 1234 123 123 1234 1234 1234
100,000 1234
1234 1234
94,438
1234 1234
1234 1234
1234 1234
1234 500 123
538
123 123
123 1234
1234 1234
1234 1234
1234
1234
1234 1234
1234 1234
1234 1234
1234 1234
1234 123
123 123
123 1234
1234 1234
1234 1234
1234
1234
1234 1234
1234 1234
1234 1234
1234 1234
1234 123
123 123
123 1234
1234 1234
1234 1234
1234
0 0
2002-03 2003-04 2004-05 2005-06 2006-07 2002-03 2003-04 2004-05 2005-06 2006-07
Offices Networth
25,000
1234
Rupees in Lakhs
450 1234
22,064
No. of Offices
1234
392
1234
1234
400
1234
1234
20,000 1234
1234
1234 1234 1234
1234 1234 1234
350 332
300
1234
1234 1234
1234 1234
1234
1234 1234 1234
15,000
250 1234
1234 1234
1234 1234
1234
1234 1234
1234 1234
1234 1234
1234
1234 1234 1234 1234
200 179 10,000
50
1234
1234 1234
1234 1234
1234 1234
1234 1234
1234 123 1234
3,278
1234 1234
1234 1234
1234
1234
1234 1234
1234 1234
1234 1234
1234 1234
1234 123
123
809 123
1,503
123 1234
1234 1234
1234 1234
1234
0 0
2002-03 2003-04 2004-05 2005-06 2006-07 2002-03 2003-04 2004-05 2005-06 2006-07
4
From the Chairman’s Desk
It gives me great pleasure to welcome you all to this 13th Annual General Body Meeting.
During the fiscal year 2006-07 the Indian economy registered a healthy growth of nearly
9 percent. India has emerged as an important investment destination of an increasing
number of countries, reflecting the confidence of the nations on the potentiality and
strength of the Indian economy. In the background of strong growth momentum of the
economy, the undertone of the share market was buoyant during the year but with the
high degree of volatility. The last quarter of the year witnessed a melt down in the stock
prices and consequent fall in the trading volume.
I am happy to report that your Company has grown further this year, with the consolidated revenue registering an
increase of 33 percent to Rs.136.11 Crores and profit after tax by 11 percent to Rs.25.21 Crores as against 22.71 Crores
last year. While the brokerage income remains the major contributor of overall income and profits, the income from
commodity business, and that from distribution registered impressive growth. However, the fall in the equity brokerage
income during the last quarter has depressed the overall net profit position, which resulted in marginal increase of only
11 percent in the net profit. This has compelled the Board not to recommend any further dividend, as a prudent financial
policy. The 40 percent interim dividend declared in January 2007, we believe, is a reasonable reward for the investors,
particularly in the context of the growth of over 72 percent in the market price of Geojit’s share during the year.
A memorable landmark during the year was the company partnering with BNP Paribas, the Paris headquartered
financial conglomerate, which is the 17th largest corporate in the world. The partnership with BNP Paribas acquiring
upto 33.50 percent of the Company’s capital has contributed to the substantial growth in the net worth of the Company
to over Rs.210 Crores. This partnership would facilitate your company to increase the product offerings, adopt the latest
world class technology and place Geojit, a Kerala based Pan India Company in the world map to serve not only NRIs but
also citizens across the world. Your Company is thus getting equipped fully to play a major role in the financial markets.
The year also witnessed another major development. Your Company has established its footprint in the Kingdom of
Saudi Arabia – the first Indian brokerage firm to provide broking facilities to the Saudi citizens and also to the NRIs there.
With our presence in Dubai, Abu Dhabi, Muscat, Sharjah and Doha and now with our new set up in Saudi Arabia, your
Company is well positioned to serve the growing market in the Gulf region.
Yet another event that merits a mention here was the completion of two decades of the original company established by
Mr.C.J.George in 1987, which transformed itself into Geojit Securities in 1994 and now on the launching pad to go
global as Geojit BNP Paribas Financial Services. The Company is well poised to expand its business and profitability in
the coming years.
In this long journey of ours we have greatly benefited from the encouragement and support of our clients, associates,
bankers and shareholders and convey our appreciation to all of them. To our employees, for their commitment and
dedication, we are indeed grateful. Let us together take this Company forward with standards and ethics of practices
that match with the best elsewhere.
Yours sincerely,
A.P.Kurian
5
th
13 ANNUAL REPORT
DIRECTORS’ REPORT
On behalf of the Board of Directors, I have great pleasure in Sub-division And Alteration of Capital
presenting the 13th Annual Report on the business and
operations of the Company for the financial year ended During the year, your Company had sub-divided its equity
31 st March 2007 along with the Audited Statement of shares from Rs.10/- each to Re.1/- each. Your Company
Accounts. had also cancelled its authorised preference share capital
of Rs.5 Crores and increased the authorised equity share
Performance Highlights capital from Rs.20 Crores to Rs.25 Crores during the year.
(Rs in Crores)
Change In The Name of The Company
For the year ended For the year ended
Particulars 31st March 2007 31st March 2006
We are pleased to inform you that the name of the
Total Income 109.88 87.98 Company is proposed to change to ‘Geojit BNP Paribas
Profit Before Tax 31.67 28.04 Financial Services Limited’ subject to necessary statutory
Less : Provision for Taxation 10.62 9.60 approvals. The necessary resolution for seeking the
approval of the members for the change of name is
Profit After Tax 21.05 18.44
proposed in the Notice of ensuing Annual General Meeting.
Balance brought forward 18.34 8.69
Profit available for appropriation 39.39 27.13 Directors
Appropriations : Sheikh Sultan Bin Saud Al Qassemi, an independent
Transfer to General Reserve 2.10 1.84 Director on the Board resigned during the year under
Dividend on equity shares 6.94 6.94 review. The Board of Directors places on record its sincere
appreciation for the valuable services rendered by him
(including dividend tax)
during his tenure.
Balance carried to Balance Sheet 30.35 18.35
In accordance with the requirements of the Companies Act,
Review of Performance 1956, and the Company’s Articles of Association,
Your Company has recorded a total income of Rs.109.88 Shri. A.P.Kurian and Shri. Punnoose George retire by
Crores for the year ended 31st March 2007 compared to rotation and being eligible have offered themselves for
Rs. 87.98 Crores in the previous year, demonstrating a growth re-appointment. The necessary disclosures as required
of 25 %. The Profit before tax grew by 13 % to Rs.31.67 under Clause 49 VI of the Listing Agreement entered into
Crores from Rs.28.04 Crores in the previous year. After with the Stock Exchanges are provided in the Corporate
providing Rs.10.62 Crores for tax, Net Profit is Rs.21.05 Governance Report forming part of this Report as well as in
Crores, an increase of 14.15% over the previous year. the notice of the ensuing Annual General Meeting being
Earnings per share works out to Rs.1.36 compared to sent to the shareholders along with the Annual Report.
Rs.1.21 for the previous year.
Consolidated Financial Statements
The Company continued with its strategy of growth and
invested in and expanded the ground presence to 392 The Consolidated Financial Results represent those of
offices, thus adding 37 offices during the year. Geojit Financial Services Limited, its wholly owned
The performance of the Company and its subsidiaries, its subsidiary, Geojit Commodities Limited, its Associate
business activities have been comprehensively covered in Company, Geojit Credits Private Limited and its joint
the Management Discussion and Analysis Report. venture, Barjeel Geojit Securities L.L.C., prepared in
accordance with the relevant accounting standards issued
Dividend
by the Institute of Chartered Accountants of India.
Considering the good results, the Directors, at the Board
Meeting held on 27th January 2007, declared an interim Your Company has recorded a consolidated total income
dividend of 40% (total dividend in the previous year is 40%) of Rs.136.11 Crores for the year ended 31st March 2007 as
for the year 2006-07. The Board do not recommend any compared to Rs.101.96 Crores in the previous financial year.
final dividend. Consolidated net profit after tax of the Group increased to
Rs.25.21Crores from Rs.22.71 Crores, an increase of 11%
The total cash outgo on account of dividend and tax thereon
amounts to Rs.6.94 Crores. over the previous year.
6
Subsidiary Companies, Associate Company & Joint became the single largest shareholder in the Company with
Venture 27.18 % of the paid up equity share capital of the Company
(after conversion of warrants, assuming full conversion, the
For the Financial Year ended 31 st March 2007, the
shareholding of BNP Paribas will become 33.50%).
Company’s subsidiaries, on an aggregate basis, have
significantly improved on their financial performance and BNP Paribas is the sixth most admired global banking
profitability. brand and operates in over 85 countries. This oldest
foreign bank in India is the 17th largest company in the
Total revenue of Geojit Commodities Limited, a wholly
world with Euro 27.9 billion revenue for 2006. A new
owned subsidiary, increased to Rs.23.90 Crores from
window of opportunity has opened with the entry of BNP
Rs.10.11 Crores in the previous period, a growth of 136%.
Paribas.
The Profit After Tax increased by 142% from Rs.1.88 Crore
to Rs.4.57 Crores in the current period. The Company is a This additional capital is proposed to be utilised for
member of National Commodities and Derivatives expansion of business in India and the Middle East. “Geojit
Exchange of India Limited, Multi Commodities Exchange of BNP Paribas” will be able to combine the expanding branch
India Limited and National Multi Commodities Exchange of network, technology and management capabilities with the
India Limited. brand image, international experience and product profile
of BNP Paribas.
Total revenue of Geojit Credits Private Limited, an
associate company engaged in non banking financial In connection with the above mentioned investment, the
activities, increased to Rs.3 Crores from Rs.1.16 Crores in Company has entered into a Share Subscription
the previous period, a growth of 158%. The Profit After Tax Agreement and Shareholders’ Agreement) with the
increased by 183% from Rs.57.12 Lacs to Rs.161.76 Lacs Investor and Current Promoters. As per the said
in the current period. Geojit Credits Private Limited has Shareholders Agreement, BNP Paribas made an Open
become a subsidiary of the Company during April 2007, by Offer to the shareholders of the Company to acquire upto
way of acquisition of additional shares upto 51%. 20% of the post preferential allotment equity share capital
in compliance with the SEBI (Substantial Acquisition of
The revenue from software business of Geojit
Shares and Takeovers) Regulations, 1997. The Open Offer
Technologies Private Limited, a step down subsidiary, grew
was made in March 2007 at a price of Rs.27.50 per share.
by 128% to Rs.195.70 Lacs from Rs.85.98 Lacs in the
previous year. The Company recorded a net profit after tax New Developments
of Rs.1.16 Lacs in the previous year. Aloula Geojit Brokerage Company, the joint venture with Al
Another step down subsidiary viz, Geojit Financial Johar Group in Saudi Arabia received the license from
Distribution Private Limited has recorded a net profit of Capital Market Authority, the licensing authority for broking
Rs.32.81 Lacs, an increase of 399% over the previous year. operations in Saudi Arabia to start broking operations. This
Joint Venture will invest an initial capital of SR 100 Million
The Audited Statement of Accounts for the period ended (Approx. Rs.120 Crores) in the project and is targeting a
31st March 2007 of all these subsidiaries together with the 10% market share in Saudi Arabia, which is the 3rd largest
Report of Directors and Auditors are attached as required capital market in the world. It is the first time that an Indian
by the provisions of section 212 of the Companies Act, 1956. Stock Broking Company is going to do business for the
Barjeel Geojit Securities L.L.C., a joint venture in Dubai local population in a foreign country. The Company
returned excellent performance and has recorded a Net proposes to invest in upto 30% of the share capital and will
Profit of Rs.6.59 Crores during the previous year. also manage the operations of this joint venture.
The Financial year 2006-07 was spent converting Bombay Stock Exchange Limited included Geojit’s shares
aspiration of going global, a reality. After obtaining the in the BSE 500 list in December 2006. This index
approval of members at the Extra- Ordinary General represents all 20 major industries of the Indian economy.
Meeting held on 22nd November 2006 and other statutory Depository System
approvals, the Board of Directors of the Company, at its
meeting held on 13th March, 2007, allotted 5,68,04,870 As the members are aware, your Company’s shares are
tradable compulsorily in electronic form and your Company
Equity Shares of Re.1/- each at a premium of Rs.25/- per
has established connectivity with both the Depositories i.e.,
share and 2,28,26,300 Warrants convertible into Equity
National Securities Depository Limited and Central
Shares of Re.1/- each at a price of Rs.26/- per Warrant to
Depository Services (India) Limited.
BNP Paribas S.A. With this investment, BNP Paribas
7
th
13 ANNUAL REPORT
8
Their term of appointment expires at the conclusion of the Regulatory authorities, State Government and Central
forthcoming annual general meeting. Your Directors have Government, our clients and business partners. We look
proposed them for reappointment at the forthcoming AGM. forward to receiving their continued support and
encouragement. The Board of Directors wishes to express
Acknowledgements
its gratitude and record its sincere appreciation of the
Your Directors are grateful for the co-operation and unstined dedicated efforts and commitment of all the employees. The
support from KSIDC, Reserve Bank of India and our Directors are thankful to the esteemed shareholders for their
Bankers, Securities and Exchange Board of India & other support and the confidence reposed in the Company.
9
th
13 ANNUAL REPORT
10
(iii) The
(iii) The impact
impact of
of this
this difference
difference on
on profits
profits and on EPS Profit After Tax as reported Rs. 2105.41 Lacs
of the Company.
and on EPS of the Company. Add Intrinsic Value Compensation Cost Rs. 40.61 Lacs
Less Fair value Compensation Cost Rs. 150.27 Lacs
(Black Scholes Model)
Adjusted Profit After Tax Rs. 1995.75 Lacs
Earnings per share (Basic)
As reported Rs.1.36
As adjusted Rs.1.29
Earnings per share (Diluted)
As reported Rs.1.34
As adjusted Rs.1.27
13 (i) weighted average exercise price of options For options issued to Directors Rs. 18.86
Managers & above Rs. 17.75
Other employees Rs. 17.94
(ii) weighted average fair values of options For options issued to Directors Rs. 6.25
Managers & above Rs. 6.28
Other employees Rs. 6.30
14 Fair value of options based on Black Scholes
methodology – Assumptions used :
(i) risk –free interest rate 6.00%
(ii) expected life of options 2 to 4 years
(iii) expected volatility 199%
(iv) expected dividends 35%
(v) Closing market price of share on the date of option grant Rs.19.86
Criteria Options
1. All employees who have put in not less Option for 2000 shares for each year of completed
than 2 years as on 31-12-2005 service
2. All employees in Salary Group I Option for number of shares equal to 10% of their
(Managers) and above irrespective of their annual direct salary (excluding incentives) rounded
service duration off to he nearest hundred.
11
th
13 ANNUAL REPORT
For Criteria 1 :
Managers & above - 20 paise for each year of completed service
Jr. Executives to AM - 40 paise for each year of completed service
Office Assistants & others - 50 paise for each year of completed service
For Criteria 2 & 3 :
Directors - Re.1.00
GM & above - Re.1.50
SM to AGM - Re.2.00
Managers - Re.2.50
Note 2 : Options granted to Directors & Senior Managerial Personnel under ESOP 2005
The number and price of stock options, discount offered, fair value of options and market price of shares wherever it
appears, were adjusted to show the effect of sub-division of equity shares from Rs.10 per equity share to Re.1 per equity
share w.e.f. 26.09.2006.
Annexure II
STATEMENT PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES
(PARTICULARS OF EMPLOYEES) RULES, 1975, AND FORMING PART OF THE DIRECTORS REPORT FOR THE
PERIOD ENDED THE 31ST MARCH, 2007.
Annexure III
STATEMENT OF FOREIGN EXCHANGE EARNING AND OUTGO
12
Annexure IV
CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement)
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The basic philosophy of Corporate Governance at ‘Geojit’ is to achieve business excellence and to create and
enhance the value for its Stakeholders, Customers, Employees and Business Associates and thereby to make a
significant contribution to the Economy. The Company endeavours to achieve the highest levels of transparency,
accountability, integrity and responsibility by following the best practices in Corporate Governance.
2. BOARD OF DIRECTORS
The Board of Directors comprises 1 Executive and 7 Non-executive Directors of which 4 are Independent. Except for
the Managing Director and the Nominee Director, all other directors are liable to retire by rotation as per the provisions
of the Companies Act, 1956.
During the year ended 31st March 2007, 7 Board Meetings were held on 18.05.2006, 29.07.2006, 22.10.2006,
28.10.2006, 27.01.2007, 10.03.2007 & 13.03.2007.
The composition of the Board of Directors and their attendance at the Board Meetings during the year and at the last
Annual General Meeting as also the number of other directorships and memberships of committees are given below:
13
th
13 ANNUAL REPORT
Reappointment of Directors
The Directors, Mr. A.P. Kurian and Mr. Punnoose George shall retire by rotation at the ensuing Annual General
Meeting and are eligible for reappointment. The brief resumes and information relating to these directors as required
under clause 49 of listing agreement with the Stock Exchanges is furnished as part of the Notice convening the
Annual General Meeting.
3. AUDIT COMMITTEE
The Company’s Audit Committee consists of three Non–Executive and Independent Directors and one Non-Executive
Director. The qualification of the members of the Committee, its composition and terms of reference are as per the
requirements of Clause 49 of the Listing Agreement. The Chairman of the Audit Committee, Mr.R.Bupathy has
expert knowledge of finance and accounting.
During the year ended 31st March 2007, the Committee met 4 times on 17.05.2006, 28.07.2006, 27.10.2006 &
26.01.2007.
The Audit Committee Meetings are attended by invitation by the Managing Director, Chief Operating Officer, Chief
Financial Officer and Representative of the Statutory Auditors. The Company Secretary acts as the Secretary of the
Audit Committee.
4. REMUNERATION COMMITTEE
The company has not constituted the Remuneration Committee, as it is a non-mandatory item. The Committee will
be constituted as and when the requirement arises.
14
Name of Director No. of Stock Options Details of sitting fee paid (In Rs.)
granted under
For Board Meeting For Audit For Employee
ESOP 2005*
Committee Meeting Compensation
Committee Meeting
Mr.A.P.Kurian 60000 30,000 NA NA
Mr.Jiji Thomson Nil 20,000 30,000 NA
Mr.P.C.Cyriac 60000 35,000 35,000 10,000
Mr.Mahesh Vyas 60000 10,000 NA NA
Mr.Rakesh Jhunjhunwala Nil 5,000 NA NA
Mr.R.Bupathy Nil 30,000 35,000 10,000
Mr.Punnoose George 60000 35,000 NA NA
* These stock options were granted during the year 2005-06 at a discount of Rs.10/- on the market price prevailing
on the day before the date of grant. The options vest over a period of 4 years and can be exercised before the expiry
of 5 years from the date of grant, based on continued directorship with the Company. The number of Stock Options
granted were adjusted to reflect the sub-division of equity shares with effect from 26.09.2006.
5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE
The Investors Grievance Committee reviews and redresses shareholder grievances / complaints. The Committee
oversees the performance of the Registrars and Share Transfer Agents and recommends measures for overall
improvement of the quality of investor services. The members of the Committee are Mr. P.C.Cyriac, Non – Executive
& Independent Director, Chairman of the Committee and Mr.Punnoose George, Non – Executive Director. There are
no pending legal cases, where claims have been made against the company. Mr. T. Jayaraj, Company Secretary,
acts as the Secretary to the Committee and as the Compliance Officer.
Given below is the position of investor queries / complaints and other correspondences received and attended to
during 2006-07 :
Every letter received from the investors is replied generally within one week of receipt unless the issues involved
require investigation or looking into very old records to be retrieved from godowns or information is to be obtained
from banks or others.
The shares of the Company are traded in dematerialised form. A table showing the requests received for
dematerialisation / transfer during 2006-07 is given below –
Transfers Demats
No. of requests No. of shares No. of requests No. of shares
Lodged 43 55800 89 215500
Processed 34 38900 78 201800
Objections 9 14000 11 13700
Pending as on 31.03.2007 Nil Nil Nil Nil
15
th
13 ANNUAL REPORT
6. GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as under :
During the year 2006-2007, two Extra- Ordinary General Meetings were held on 22nd November 2006 and 29th
January 2007 at Hotel International, Veekshanam Road, Cochin – 35 at 10.00 a.m. for the following purposes –
No special resolutions were put through postal ballot during the last year and at the forthcoming Annual General
Meeting there is no item on the agenda that needs approval by Postal Ballot, as required under the provisions of
Section 192 A of the Companies Act, 1956.
7. DISCLOSURES
Related party disclosures are provided in Note 20 to the Notes forming part of the accounts in accordance with the
provisions of Accounting Standard 18 – “Related Party Disclosures” issued by the Institute of Chartered Accountants
of India.
In the opinion of the Board, the transactions entered into by the Company with the related parties were not in conflict
with the interest of the Company.
No penalties or strictures were imposed by Stock Exchanges or SEBI or any other statutory authority on the company
in any matter related to capital markets during the last three years.
Non-mandatory disclosures are not being complied with for the time being.
Code of Conduct:
The Company has posted the Code of Conduct for Directors and Senior Management on its website.
CEO / CFO Certification :
Mr.C.J.George, Managing Director and Mr.Binoy Varghese Samuel, Chief Financial Officer have given CEO/CFO
Certificate to the Board. The Board noted the said CEO/CFO certificate, as per the format given under clause 49(v),
at its meeting held on 19th May, 2007.
8. MEANS OF COMMUNICATION
The quarterly, half-yearly and annual results are published in ‘Economic Times/BusinessLine’ and ‘Deepika’. The
results are also posted on the web site of the company viz. www.geojit.com and also on the Electronic Data
Information Filing and Retrieval (EDIFAR) web site viz, www.sebiedifar.nic.in, maintained by SEBI. The company’s
web site also displays all official news releases as well as the presentation made to the institutional investors /
analysts, if any.
16
9. GENERAL SHAREHOLDERS’ INFORMATION
Annual General Meeting
Date and time : 29th June 2007 - 10.00. a.m.
Venue : Hotel International,
Veekshanam Road, Cochin – 682 035.
Financial Calendar 2007-08
The company follows April – March as the Financial Year. The results of every quarter beginning from 1st April are
declared in the month following the quarter and in respect of last quarter, within 2 months from the end of the quarter.
Code of Insider Trading
The Company has adopted and implemented a Code of Conduct pursuant to SEBI (Prohibition of Insider Trading)
Regulations,1992. The Code lays down the guidelines, which include procedures to be followed and disclosures to
be made by the Insiders, Directors, Officers and Designated Employees while dealing in shares of the Company.
Dates of book closure : 27th June 2007 to 29th June 2007
(Both days inclusive)
Listing on Stock Exchange : Bombay Stock Exchange Limited & National Stock Exchange of India Limited
Stock Code : GEOJIT (NSE) & 532285 (BSE)
Demat ISIN Number : INE007B01023
Market Price data : Market price of the equity shares of the Company during 2006-07 is given in the
table below:
NSE BSE
High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
April 2006 26.29 20.09 26.30 20.05
May 2006 26.50 18.70 26.30 19.50
June 2006 21.04 15.50 21.15 14.10
July 2006 19.59 15.97 19.90 16.00
August 2006 23.60 18.12 22.75 18.50
September 2006 29.00 20.00 29.70 19.90
October 2006 31.55 24.20 31.55 24.25
November 2006 30.60 26.70 30.40 26.30
December 2006 36.45 26.65 36.50 27.50
January 2007 42.65 34.15 42.65 34.00
February 2007 42.40 34.60 42.60 34.50
March 2007 39.00 30.90 39.95 30.10
17
th
13 ANNUAL REPORT
Registrar and Transfer Agents : S.K.D.C. Consultants Limited, P.B.No.2979, No.11, Seth
Narayandoss Layout, Street No.1(West Power House
Road), Coimbatore – 641 012
Share Transfer System : Application for transfer of shares held in physical form
are received at the office of the Registrars and Share
Transfer Agents of the company. The share certificates in
physical format are returned within a period of 10 to 15
days from the date of receipt, subject to the documents
being valid and complete in all respects. Shares held in
dematerialised form are electronically traded and the
Registrars and Share Transfer Agents of the Company
periodically receive from the Depository, the beneficiary
holdings so as to enable them to update their records.
Physical shares received for dematerialisation are
processed and completed within a period of 15 days from
the date of receipt, provided they are in order in every
respect.
Shareholding of nominal value of Rs. No. of Shareholders % of Shareholders Amount of Share Capital in Rs. % of Shareholding
18
Distribution of the shareholding on the basis of categories of shareholders as on 31.03.2007 is as under:
Dematerialisation of shares and liquidity : More than 98% of the Company’s paid-up equity share
capital has been dematerialised as on date. Trading in
equity shares of the company is permitted only in
dematerialised form.
Outstanding ADRs / GDRs / Warrants and : 2,28,26,300 Warrants convertible into Equity Shares of
convertible instruments, conversion date Re.1/- each were pending convertion as on 31st March
and likely impact on equity. 2007, which was allotted to BNP Paribas during the year
2006-07. These warrants are convertible within a period of
18 months from the date of allotment ie. on or before
12th September 2008, at the option of the allottee.
19
th
13 ANNUAL REPORT
CERTIFICATE
TO THE MEMBERS OF
GEOJIT FINANCIAL SERVICES LIMITED
We have examined the compliance of conditions of corporate governance by Geojit Financial Services Limited for the
year ended on 31st March, 2007, as stipulated in clause 49 of the Listing Agreement of the said company with stock
exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance of
the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion, and to the best of our information and according to the explanations given to us and the representations
made by the directors and management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
M. Ramachandran
Place : Kochi Partner
Date : 21st May, 2007 Membership No.16399
20
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In economic terms 2006-07 was a remarkable year. The c) Distribution of financial products
stock market indices surpassed all expectations, achieving
one all time high after another. Global investor interest in Sensing the big growth in demand for mutual funds and
emerging markets like India, in particular listed equities, insurance products, the Company had increased
reached unprecedented levels. The Indian Stock Market significantly the number of employees for doing the
has been witnessing a sustained upward movement in the distribution business. Hightened business volumes in the
last few years. The momentum has been particularly strong mutual funds market increased the revenue from
during the last 2 financial years. Some of the positive distribution services. The revenue from distribution of
factors are robust growth in corporate earnings, relatively Mutual Funds and IPOs increased to Rs.6.27 Crores during
attractive valuation and a widely perceived positive outlook the year from Rs.4.94 Crores during the previous year.
on India. The mutual fund industry also attracted very large Another encouraging development is the growth in Life
inflows. The financial services industry also benefited from Insurance agency business. Going forward, we see
the buoyant economic conditions in the last year. And yet significant potential for adding clients and generating
there was a feeling of uneasiness about all of this as revenues from this activity.
positive developments are counter balanced by a growing
inflation rate, which reached the highest level during the
d) Portfolio Management Services
end of the year. However the situation was improved
towards the end of April 2007.
The assets under management increased to more than
The growth curve of Indian Economy provides a strong Rs.50 Crores. We have earned an amount of Rs.2.08 Crores
foundation for sustainable growth across our business from management fees, an increase of 30% over the
segments. Each of our business areas is moving in the right previous year.
direction and we believe we are set for a continued growth.
e) Overseas operations
Review of operations
21
th
13 ANNUAL REPORT
A significant portion of the Company’s income arises from The Company has an adequate system of internal controls
broking operations, which are largely dependent on the to ensure accuracy of accounting records, compliance with
conditions of the stock market. The Stock market showed a all laws & regulations and compliance with all rules,
further upsurge, after the significant correction in the procedures & guidelines prescribed by the management.
beginning of the period, the sensex has reached to all time An extensive internal audit is carried out by independent
high levels in the year. Even though there is a revival of firms of Chartered Accountants. Post audit reviews are also
interest from retail investors, most of them rightly preferred carried out to ensure follow up on the observations made.
to route their funds through mutual funds. The outlook for The Audit Committee of the Board reviews the scope of the
the year 2007 is positive and the most important factor is the internal audit on a regular basis.
continuation of global capital inflows in the Indian stock
markets. With continued strong growth of the economy, your Human Resources
company’s overall performance and operating results are
The company is making conscious efforts on the human
expected to improve further.
resources front. The company has been improving the skill
Opportunities & Threats set of the employees through various training programs.
The company believes in rewarding its employees based
The Indian Financial Market has a very high growth on performance & potential hence the company has been
potential. The entry of domestic players along with joint declaring incentives to its employees not only as a reward
ventures with International players only confirm this but also to ensure commitment through financial
potential. The macro economic fundamentals are sound to motivation. All employees are encouraged and incentivised
allow the economy to make rapid strides. Economic to get themselves certified in relevant industry standard
expansion will result in greater disposable incomes and certifications such as NCFM & AMFI. Majority of the
larger number of investors. There is a significant growth employees have obtained such certification.
opportunity for your Company in this scenario.
Cautionary Note
The stock broking industry has recently witnessed intense
competition, falling brokerage rates and the entry of several Statements in this Report, describing the Company’s
big players. Your company continues to achieve cost objectives, projections, estimates and expectations may
efficiencies through the application of technology. However constitute “forward looking statements” within the meaning
with the infusion of funds and the skill sets of BNP Paribas, of applicable laws and regulations. Forward looking
we are hopeful that the Company will be able to take the statements are based on certain assumptions and
opportunities of the increasing economy. expectations of future events. These statements are subject
to certain risks and uncertainties. The Company cannot
Risks and Concerns guarantee that these assumptions and expectations are
accurate or will be realised. The actual results may be
Market conditions, in particular the performance of the different from those expressed or implied since the
equity markets, contribute substantially to Geojit’s growth Company’s operations are affected by the many external
and will impact on our ability to repeat or improve on the and internal factors, which are beyond the control of the
earnings. management. Hence the Company assumes no
responsibility in respect of forward-looking statements that
The Capital market industry in which your Company is
may be amended or modified in future on the basis of
operating is subject to extensive regulation. The Company
subsequent developments, information or events.
has a proper and adequate system of internal control
designed to ensure regulatory compliances.
22
AUDITORS’ REPORT
To the Members of
Geojit Financial Services Limited
1. We have audited the attached Balance Sheet of Geojit Financial Services Limited (“the Company”) as at 31st
March, 2007, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that
date, both 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 the 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 the 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 enclose in the Annexure, 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 those books;
(c) the Balance Sheet, the Profit and Loss Account and the 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 are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act,
1956;
(e) on the basis of written representations received from the directors, as on 31st March, 2007, and taken on record
by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2007, from being
appointed as a director under Section 274(1)(g) of the Companies Act, 1956;
(f) in our opinion, and to the best of our information and according to the explanations given to us, the said
accounts read together 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 31st March, 2007;
(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
M. Ramachandran
Place : Kochi Partner
Date : 21.05.2007 Membership No. 16399
23
th
13 ANNUAL REPORT
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of fixed assets.
(b) As explained to us, the Company has a programme of verification of assets and all assets, in accordance with
the programme, were verified during the year. According to the information and explanations given to us, no
material discrepancies were noticed on such verification.
(c) In our opinion, the fixed assets disposed off during the year were not material so as to affect the going concern
status of the Company.
iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
(b) During the year, the Company had taken unsecured loans amounting to Rs. 18.30 crores from a company covered
in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during
the year of the loans taken was Rs.12.30 crores and the balance outstanding at the year-end was Rs. Nil.
(c) According to the information and explanations given to us, the rate of interest and other terms and conditions of
the unsecured loans taken from a company covered in the register maintained under section 301 of the
Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.
(d) According to the information and explanations given to us, as the repayment terms of principal and interest of
the unsecured loans taken from a company, covered in the register maintained under section 301 of the
Companies Act, 1956, are not specified, it is not possible to determine the regularity of repayment of principal
and interest amounts.
iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control systems
commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and with
regard to sale of services. During the course of our audit, we have not observed any continuing failure to correct major
weaknesses in internal control system.
v) (a) To the best of our knowledge and belief, 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 required to be maintained under that section.
(b) According to the information and explanations given to us, 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 the prevailing market prices at the relevant time.
vi) According to the information and explanations given to us, the Company has not accepted any deposits from public.
vii) In our opinion, and according to the information and explanations given to us, the Company has an internal audit
system commensurate with the size and nature of its business.
viii) The Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of
section 209 of the Companies Act, 1956, in respect of the service activities carried on by the Company.
24
(a) In our opinion, and according to the information and explanations given to us, the Company has been generally
regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection
Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Cess and any other statutory dues applicable to it with appropriate authorities during the year, and no
undisputed amounts were in arrears, as at 31st March 2007, for a period of more than six months from the date
they became payable.
(b) In our opinion, and according to the information and explanations given to us, except for non-deposit of
disputed Service Tax demands aggregating to Rs.448,298/-, pending before Customs, Excise and Service Tax
Appellate Tribunal, there are no disputed Income tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty or
Cess demands for which deposit has not been made.
x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial
year covered by our audit and the immediately preceding financial year.
xi) In our opinion, and according to the information and explanations given to us, the Company has not defaulted
during the year in the repayment of dues to a bank from which working capital facilities have been availed.
xii) According to the information and explanations given to us, the Company has not granted loans and advances on
the basis of security by way of pledge of shares, debentures and other securities during the year.
xiii) 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 / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors’ Report)
Order, 2003, are not applicable to the Company.
xiv) In our opinion, and according to the information and explanations given to us, the Company has maintained
proper records for its transactions of dealing or trading in shares and securities, and timely entries have been
made therein. The shares, securities and other investments are also held by the Company in its own name.
xv) According to the information and explanations given to us, the Company has not given any guarantee for loans
taken by others from banks or financial institutions.
xvi) During the period covered by our audit report, the Company has not availed term loan from any institution.
xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of
the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for
long-term investment.
xviii) During the period covered by our audit report, the Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.
xix) During the period covered by our audit report, the Company has not issued any debentures.
xx) During the period covered by our audit report, the Company has not raised any money by public issues.
xxi) To the best of our knowledge and belief, and according to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the year.
M. Ramachandran
Place : Kochi Partner
Date : 21.05.2007 Membership No. 16399
25
th
13 ANNUAL REPORT
SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 208,990,870 152,186,000
Monies Pending Allotment (Note 5 of Schedule 18) 85,370,362 -
Employee Stock Options Outstanding 2 4,345,987 284,591
Reserves and Surplus 3 1,808,603,580 271,544,635
2,107,310,799 424,015,226
2,129,332,021 442,213,658
APPLICATION OF FUNDS
Fixed Assets 4
Gross Block 358,155,407 295,197,544
Less : Depreciation 130,250,595 94,750,303
Net Block 227,904,812 200,447,241
2,129,332,021 442,213,658
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
26
GEOJIT FINANCIAL SERVICES LIMITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH 2007
( (In Rupees)
p )
Particulars Sch For the year ended For the year ended
No. 31st March 2007 31st March 2006
INCOME
Income from operations 12 1,047,825,723 872,053,690
Other income 13 50,991,631 7,704,604
1,098,817,354 879,758,294
EXPENDITURE
Payments to and provision for employees 14 212,610,760 147,433,650
Operating expenses 15 333,584,359 258,951,059
Establishment & Other expenses 16 188,460,608 156,764,408
Interest 17 1,670,457 34,061
Depreciation / Amortisation 4 45,707,195 36,171,586
782,033,379 599,354,764
PROFIT BEFORE TAX 316,783,975 280,403,530
Provision for tax - Current 97,500,000 88,099,000
- Deferred 3,822,790 5,714,580
- Fringe benefit 2,720,000 2,147,000
- Earlier years 2,200,000 -
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
27
th
13 ANNUAL REPORT
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
28
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
(In
p Rupees)
Particulars As at As at
31st March 2007 31st March 2006
Authorised
250,000,000 Equity Shares of Re.1/- each 250,000,000 200,000,000
(Previous Year: 20,000,000 Equity Shares of Rs.10/- each)
Securities Premium
As per last Balance Sheet 18,644,483 18,644,483
Add:
Received on preferential issue of equity shares during the year 1,420,121,750 -
Less:Expenses related to the preferential issue (24,191,955) 1,395,929,795 -
1,414,574,278 18,644,483
Capital Redemption Reserve
As per last Balance Sheet 42,000,000 42,000,000
General Reserve
As per last Balance Sheet 27,443,652 8,999,652
Add: Transfer from Profit and Loss Account 21,055,000 18,444,000
48,498,652 27,443,652
1,808,603,580 271,544,635
29
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
30
Schedule 4: Fixed Assets
13
(In Rupees)
p
th
Improvements to leasehold premises 34,684,525 10,984,872 - 45,669,397 12,721,675 7,206,087 - 19,927,762 25,741,635 21,962,850
20,651,822 14,648,414 615,711 34,684,525 8,078,072 5,147,701 504,098 12,721,675 21,962,850 12,573,750
Electrical equipments 10,173,023 426,941 2,621 10,597,343 2,795,883 701,323 2,618 3,494,588 7,102,755 7,377,140
8,133,634 2,127,644 88,255 10,173,023 2,037,924 784,752 26,793 2,795,883 7,377,140 6,095,710
Office equipments 32,489,076 13,600,047 564,826 45,524,297 6,306,868 2,643,594 151,881 8,798,581 36,725,716 26,182,208
17,013,391 15,999,685 524,000 32,489,076 4,922,720 1,518,868 134,720 6,306,868 26,182,208 12,090,671
Furniture & Fittings 18,633,929 6,226,059 119,658 24,740,330 10,827,085 3,305,987 98,626 14,034,446 10,705,884 7,806,844
11,192,658 7,514,460 73,189 18,633,929 7,150,412 3,744,024 67,351 10,827,085 7,806,844 4,042,246
Computers & Accessories 102,383,946 27,788,963 10,535,518 119,637,391 29,854,069 18,722,980 9,625,098 38,951,951 80,685,440 72,529,877
76,934,702 43,074,206 17,624,962 102,383,946 30,821,346 15,526,845 16,494,122 29,854,069 72,529,877 46,113,356
VSAT equipments 10,154,515 1,911,400 - 12,065,915 2,401,125 2,253,750 - 4,654,875 7,411,040 7,753,390
4,692,270 5,462,245 - 10,154,515 974,860 1,426,265 - 2,401,125 7,753,390 3,717,410
Vehicles 4,092,592 2,666,764 1,235,647 5,523,709 825,300 412,711 328,680 909,331 4,614,378 3,267,292
4,084,697 7,895 - 4,092,592 435,716 389,584 - 825,300 3,267,292 3,648,981
Intangible Assets:
Computer softwares 47,951,954 12,104,916 - 60,056,870 13,130,818 8,516,728 - 21,647,546 38,409,324 34,821,136
21,572,770 26,379,184 - 47,951,954 7,272,556 5,858,262 - 13,130,818 34,821,136 14,300,214
Membership rights in Stock Exchanges 23,861,801 - - 23,861,801 15,691,381 1,910,621 - 17,602,002 6,259,799 8,170,420
23,861,801 - - 23,861,801 13,949,510 1,741,871 - 15,691,381 8,170,420 9,912,291
292,532,647 75,709,962 12,458,270 355,784,339 94,750,303 45,707,195 10,206,903 130,250,595 225,533,744 197,782,344
Grand Total 295,197,544 78,081,030 15,123,167 358,155,407 94,750,303 45,707,195 10,206,903 130,250,595 227,904,812 200,447,241
Previous Year 200,430,960 117,878,630 23,112,046 295,197,544 75,805,801 36,171,586 17,227,084 94,750,303 200,447,241 124,625,159
Note: Previous year figures are shown in italics.
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
(In Rupees)
p
Particulars As at As at
31st March 2007 31st March 2006
Schedule 5: Investments
Unquoted, non-trade
In wholly owned Subsidiary Company:-
4,000,000 (Previous Year: 800,000) equity shares of Rs.10/- each,
fully paid up, in Geojit Commodities Ltd.(Includes 2,400,000 equity 16,000,000 8,000,000
shares of Rs.10/- each, fully paid-up, received during the year as bonus shares)
(Purchased during the year: 800,000 equity shares)
In Joint Venture:-
1,500 (Previous Year: 1,364) equity shares of Arab Emirates Dirham
(AED) 1000 each in Barjeel Geojit Securities LLC, United Arab Emirates 19,138,560 17,479,360
(Purchased during the year - 136 equity shares)
In Associate Company:-
50,606,120 equity shares of Rs.2/- each, fully paid up, in Geojit Credits
Private Limited 101,227,920 101,227,920
In others:-
400 'C' class shares of Rs.500/- each in Muvattupuzha Co-Operative 200,000 200,000
Super Speciality Hospital Limited
10,000 equity shares of Re.1/- each, fully paid up, in Bombay Stock 10,000 10,000
Exchange Ltd.
100 equity shares of Rs.10/- each, fully paid up, in Cochin Stock
Exchange Ltd. 1,000 1,000
136,577,480 126,918,280
Current Investments - At lower of cost and net asset / fair value
Unquoted, non-trade
In Mutual Funds & Government Securities 286,449,345 12,774,761
(Note 8 of Schedule 18)
423,026,825 139,693,041
Aggregate cost of unquoted investments 423,026,825 139,693,041
Aggregate net asset / market value of mutual fund investments 286,697,413 12,798,729
Considered good
Client balances outstanding for a period exceeding six months 15,291,162 9,830,639
Other Client balances 129,188,194 130,963,661
Client balances - Margin Funding Loan Receivable (Secured) 65,166,838 24,347,372
Dues from Stock Exchanges 106,292,611 123,885,313
315,938,805 289,026,985
Considered doubtful
Client balances outstanding for a period exceeding six months 10,499,345 9,654,521
Other Client balances 820,624 1,862,314
11,319,969 11,516,835
Less: Provision for doubtful debts (Note 9 of Schedule 18) 11,319,969 11,516,835
- -
315,938,805 289,026,985
31
th
13 ANNUAL REPORT
779,734,935 824,372,418
32
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
p
(In Rupees)
Particulars As at As at
31st March 2007 31st March 2006
Sundry Creditors:
- Clients 950,045,701 1,108,511,565
- Stock Exchanges - -
- Others (Notes 10 & 11 of Schedule 18) 59,056,399 75,466,332
Security deposit from Business Associates 15,871,496 17,299,265
Statutory liabilities 10,276,591 11,835,559
Investor Education & Protection Fund shall be credited by the
following amount:
- Unpaid dividend (Note 12 of Schedule 18) 2,133,895 1,129,392
Other liabilities 5,465,727 3,948,121
Overdrawn Scheduled Bank Current Accounts 16,697,021 5,541,782
1,059,546,830 1,223,732,016
Schedule 11: Provisions
33
th
13 ANNUAL REPORT
Salaries, Allowances & Bonus (Notes 13 & 15 of Schedule 18) 194,437,428 134,265,211
Contribution to Provident & Other funds 9,403,317 7,049,084
Staff welfare expenses 8,770,015 6,119,355
212,610,760 147,433,650
Schedule 15: Operating expenses
34
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
p
(In Rupees)
Particulars For the year ended For the year ended
31st March 2007 31st March 2006
35
th
13 ANNUAL REPORT
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2007
SCHEDULE 18:
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
Basis of Preparation
The financial statements are prepared under the historical cost convention using accrual basis of accounting and in
accordance with the Accounting Standards issued by The Institute of Chartered Accountants of India, specified in
Section 211 (3C) of the Companies Act, 1956.
Use of Estimates
The preparation of the financial statements in conformity with the accounting standards generally accepted in India
requires, the management to make estimates that affect the reported amount of assets and liabilities, disclosure of
contingent liabilities as at the date of the financial statement and reported amounts of revenues and expenses for the
year. Actual results could differ from these estimates.
Fixed assets are stated at cost less accumulated depreciation. Cost includes cost of purchase and other costs
attributable to bringing the assets to working condition for intended use.
Improvements to leased office premises are depreciated over a period of 5 years irrespective of the lease period, on
the assumption that lease agreements will be renewed and the premises will be occupied for a minimum period of
five years. If the premises are vacated before the expiry of five-year period, the un-amortised leasehold improvement
costs are fully written off in the year of vacation. V-Sat equipments are depreciated over a period of 5 years. Depreciation
on all other fixed assets is provided under the Straight Line Method (SLM) at the rates specified in Schedule XIV of
the Companies Act, 1956.
Additions to fixed assets are depreciated from the date of addition and deletions are depreciated upto the date of
sale, on pro-rata basis.
Stock Exchange membership rights and computer software are considered as intangible assets. Stock Exchange
membership rights are amortized over a period of 10 years and computer software are amortised over a period of 6
years.
Investments
Investments are classified as long-term or current based on their nature and intended holding period. Long-term
investments are stated at cost and provision is made only if the diminution in value is permanent. Current investments
are stated at lower of cost and market value / net asset value.
Income
Brokerage income is recognized on the trade date of transaction, upon confirmation of the transactions by stock
exchanges and clients. Depository and portfolio management service incomes are recognised on the basis of
agreements entered into with clients. Commission income from financial products distribution is recognised on the
basis of agreement entered with principals and when the right to receive the income is established. Dividend income
is recognised when the right to receive the income is established.
36
Retirement Benefits
The Company’s contributions to provident and family pension funds, which are defined contribution schemes, are
charged to Profit and Loss Account of the period to which they relate.
The Company also provides gratuity benefit to its employees, which is in the nature of defined benefit scheme. The
liability for gratuity is funded with Life Insurance Corporation of India and the annual contributions are charged to
Profit and Loss Account. At each balance sheet date, the Company obtains an actuarial valuation from the said
Corporation and the shortfall, if any, in the fund balance on that date is also charged to Profit and Loss Account.
Leave Encashment
Leave encashment liability, as at the balance sheet date, is determined and accounted on the basis of leave to the
credit of the employees as per the leave encashment policy of the Company.
Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the period under the
provisions of the Income Tax Act, 1961.
Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference
between taxable income and accounting income that originate in one period and are capable of reversal in one or
more subsequent periods. Deferred tax assets are recognised and carried forward only to the extent there is reasonable
certainty that sufficient future taxable income will be available against which such asset items can be realised.
Provisions
A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow
of resources will be required to settle the obligation and in respect of which reliable estimate can be made. Provision
is not discounted to its present value and is determined based on the best estimate required to settle the obligation
at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the best current
estimate.
The employee share based compensation cost under the Employee Stock Option Scheme is accounted under the
intrinsic value method. Under the intrinsic value method, the difference between the market price of the share on the
grant date or as near thereto and exercise price is considered as intrinsic value of options and amortised on straight-
line basis over the vesting period as employee share based compensation cost.
B. Notes on Accounts
1. Contingent Liability:
37
th
13 ANNUAL REPORT
3. The Shareholders of the Company, at the Extra-ordinary General Meeting held on 22nd November, 2006, authorized
the Board of Directors to allot equity shares of face value Re.1/- each on preferential basis to BNP Paribas S.A.
as follows:
Name of the Allottee No. of Shares Price per Share (Rs.) Amount (Rs.)
BNP Paribas S.A. 56,804,870 26.00 1,476,926,620
The shares were allotted on 13th March 2007.
4. Utilisation of the proceeds from the allotment of equity shares to BNP Paribas S.A. on preferential basis during the
year is as follows:
Particulars Amount (Rs.)
Proceeds from the allotment of equity shares 1,476,926,620
st
Utilisation upto 31 March 2007:
Refund of temporary overdraft from a bank 30,871,105
Amount used in operations 71,055,515
st
Balance pending utilization as on 31 March 2007, which is: 1,375,000,000
Total 1,476,926,620
Amount pending utilisation as on 31st March 2007 is invested as follows:
In fixed deposits with banks 1,110,000,000
In mutual funds 265,000,000
Total 1,375,000,000
nd
5. The Shareholders of the Company, at the Extra-ordinary General Meeting held on 22 November, 2006, authorized
the Board of Directors to allot 22,826,300 warrants to BNP Paribas S.A. on preferential basis. Each warrant
entitles the holder to subscribe for and be allotted one equity share of Re.1/- each, fully paid, at a price of Rs.26/- per
share. The warrants were allotted on 13th March 2007 and are convertible at the sole option of the warrant holder
at any time within a period of 18 months from that date. The Company has received Rs. 85,370,362/- as warrant
application money @ Rs. 3.74 per warrant, of which Rs. 85,300,000/- is kept in fixed deposits with banks and the
balance of Rs. 70,362/- in warrant application bank account as on 31st March 2007.This is disclosed as ‘Monies
Pending Allotment’ in the Balance Sheet.
6. (a) The Company introduced Employee Stock Option Plan-2005 (ESOP-2005) during 2005-06, under which
options for 6,989,400 equity shares of Re. 1/- each were granted to eligible permanent employees and non-
executive directors, including independent directors but excluding promoters, of the Company and its
Subsidiaries. The scheme was approved by the Shareholders at the Extra-ordinary General Meeting held on
7th March 2006 and by the Compensation Committee of Directors on 7th March 2006. The options will vest over
a period of 4 years from the date of grant, viz., 7th March 2006, as follows:
No. of options
outstanding
at year beginning 300,000 18.86 2,599,400 17.75 4,090,000 17.94
No. of options granted - - - - - -
No. of options forfeited - - 441,500 17.75 148,000 17.94
No. of options exercised - - - - - -
No. of options
outstanding at year end 300,000 18.86 2,157,900 17.75 3,942,000 17.94
No. of options
exercisable at year end 300,000 18.86 2,157,900 17.75 3,942,000 17.94
(c) The estimated fair values of each stock option are as follows:
The fair values were calculated using Black-Scholes Options Pricing Model. The model inputs were the share
price at grant date of Rs. 19.86, weighted average exercise price as per (b) above, volatility in the market price (of
the Company’s share over the one year prior to the date of grant) of 199% (computed with reference to the one
year high and low of the market price), expected dividends (weighted average of past three years including year
39
th
13 ANNUAL REPORT
of grant) of 35%, contractual life of two to four years, as the case may be, and a risk-free interest rate of 6%. It is
assumed that employees would exercise the options immediately on vesting. The historical volatility, including the
early years of the Company’s life, is higher than the volatility of 199% considered above and the Company expects
the volatility of its share price to reduce as it matures.
7. The Company has contracted working capital facilities of Rs. 50,000,000/- (Previous Year: Rs.10,000,000/-) (fund
based) and Rs. 75,000,000/- (Previous Year: Rs.30,000,000/-) (non-fund based, viz., bank guarantee) from a bank,
which are secured by a charge on the current assets of the Company, both present and future, personal guarantee
of the Managing Director of the Company and counter guarantee of the Company. The balance outstanding in the
fund based and non-fund based working capital facilities are Rs. Nil (Previous Year: Rs. Nil) and Rs. 75,000,000/-
(Previous Year: Rs. 30,000,000/-) respectively at the balance sheet date.
8. (a) Details of Current Investments –Unquoted & Non-trade (stated at lower of cost or market price / net asset value):
9. The movement in provision for bad and doubtful debts / advances / deposits during the year is as follows:
Particulars 2006-07(Rs.) 2005-06(Rs.)
Opening Balance 11,576,835 9,678,257
Add: Provision made 6,813,453 3,707,045
Less: Bad debts written off against provision 7,010,319 1,808,467
Closing Balance 11,379,969 11,576,835
40
10. Sundry Creditors – Others include:
11. There are no amounts payable to small-scale industrial undertakings as at the balance sheet date. This disclosure
is based on the information available with the Company.
The Company has not received any intimation from its vendors regarding their status under Micro, Small and
Medium Enterprises Development Act, 2006 and hence disclosures, if any, required under the said Act have not
been made.
12. The total amount of unclaimed dividends lying in separate bank accounts as at the balance sheet date is Rs.
2,133,895/- (Previous Year: Rs.1,129,392/-). There is no amount due and outstanding as at the balance sheet date to
be credited to the Investor Education and Protection Fund.
41
th
13 ANNUAL REPORT
Note: The remuneration paid / payable to the Managing Director for the year is within the limits specified in Section
198 / 309 of the Companies Act, 1956.
19. Advances due from companies under the same management, within the meaning of section 370(1B) of the Companies
Act, 1956:
42
20. Related Party Disclosures
II) Transactions with related parties during the year and balance outstanding at the end of the year:
(In Rupees)
Relatives of Key
Nature Subsidiary Associate Key Management
Joint Venture Management
of Companies Company Personnel
Personnel
transaction 2006-07 2005-06 2006-07 2005-06 2006-07 2005-06 2006-07 2005-06 2006-07 2005-06
Note: No amounts pertaining to related parties were written off or written back during the year.
43
th
13 ANNUAL REPORT
22. Components of Deferred Tax Liability (Net) shown in the Balance Sheet is as follows:
44
LIABILITIES
Current Liabilities & Provisions:
Liabilities 10,559,467 10,950,869
Provisions 1,200,691 564,754
INCOME
Income from operations 50,978,071 43,804,320
Other income 3,328,810 895,224
EXPENDITURE
Payment to and provision for employees 20,354,943 15,724,361
Operating expenses 1,115,343 307,634
Establishment & Other expenses 11,977,036 10,218,277
Depreciation / Amortisation 1,101,431 676,983
CONTINGENT LIABILITY
Bank Guarantees 415,935 300,436
24. Disclosure under Accounting Standard 29 ‘Provisions, Contingent Liabilities and Contingent Assets’ issued by The
Institute of Chartered Accountants of India:
Opening Balance Provision made Payments / Reversals Closing Balance
Nature of Provision as on 01.04.2006 during the year during the year on 31.03.2007
(Rs.) (Rs.) (Rs.) (Rs.)
Leave Encashment 621,747 634,198 621,747 634,198
25. The details of assets under the Portfolio Management Scheme are as follows:
Particulars As on 31.03.2007 As on 31.03.2006
(Rs.) (Rs.)
Number of clients 404 400
Original cost of assets under management 502,740,412 472,697,174
Represented by:
(a) Bank balances 101,218,805 35,045,862
(b) Cost of securities 401,521,607 437,651,312
Total 502,740,412 472,697,174
Net asset value of assets under management 612,241,702 685,008,000
26. Previous year’s figures have been regrouped / reclassified wherever necessary to conform to current year’s
classification.
Signatures to Schedules 1 to 18
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
45
th
13 ANNUAL REPORT
SOURCES OF FUNDS
Paid up Capital 208,991
Monies Pending Allotment 85,370
Reserves and Surplus 1,808,604
Secured Loans NIL
Deferred Income Tax liability 22,021
Others 4,346
APPLICATION OF FUNDS
46
GEOJIT FINANCIAL SERVICES LIMITED
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956,
RELATING TO SUBSIDIARY COMPANY
47
th
13 ANNUAL REPORT
Your Directors have great pleasure in presenting the 12th We could achieve this growth mainly through massive
Directors Report of the Company together with the Audited Commodity branch expansion, which is now 308 in
Annual Accounts for the Year ended March 31st 2007. numbers with trading terminals.
Financial Performance Subsidiary Companies
The performance of the Company for the financial year Geojit Technologies Private Limited, a wholly owned
ended 31st March, 2007 is summarised below: subsidiary recorded a Net Profit of Rs.1.16 Lacs during the
Rs. in Lacs period from software development and maintenance.
Another subsidiary viz, Geojit Financial Distribution Private
Particulars Year ended Year ended
Limited recorded a net profit of Rs.32.81 Lacs, an increase
31st March, 2007 31st March, 2006
of 399% over the previous year.
Total Income 2390.99 1011.29
The Audited Statement of Accounts for the period ended
Profit before Tax 712.86 280.77
March 31, 2007 of these subsidiaries together with the
Income Tax & Deferred Tax 255.73 92.42 Report of Directors and Auditors, as required pursuant to
Profit After Tax 457.13 188.35 the provisions of section 212 of the Companies Act, 1956
are attached.
Balance brought forward 339.77 151.42
Profit available for appropriation 796.90 339.77 The Consolidated Financial Results represent those of
Geojit Commodities Limited and its wholly owned
Appropriations :
subsidiaries, viz. Geojit Technologies Private Limited,
Transfer to General Reserve 46.00 Nil Geojit Financial Distribution Private Limited, Geojit
Utilised for Bonus Issue 240.00 Nil Financial Management Services Private Limited and the
Dividend on equity shares 228.05 Nil step down subsidiary, Sigma Systems International FZ LLC.
(Including dividend tax) Board of Directors
Balance carried to Balance Sheet 282.85 339.77 The Board of Directors of the Company consists of
The Company has earned a Profit After Tax of Rs.4.57 Mr. C.J.George, Mr. P.C. Cyriac, Mr. A. Balakrishnan,
Crores during the year, an increase of 143% to the last Lt. Col.(Retd.) Mr. A.V.Viswanathan and Mrs. Sally Sampath.
years Profit After Tax of Rs.1.88 Crores. The total income In accordance with the principle of Retirement of Directors
of the Company during the year is Rs.23.90 Crores, an by rotation, Mr.C.J.George and Mr.A.V.Viswanadhan retires
increase of 136% compared to last year’s income of at the ensuing Annual General Meeting and being eligible
Rs.10.11 Crores. offers themselves for re-appointment.
Operations Auditors
The volume of Geojit in all the three national Level M/s Varma & Varma, Chartered Accountants, Kochi,
Exchanges recorded steady growth during the period. Statutory Auditors of the Company, retire at the conclusion
Gold, Pepper and Rubber were the most traded of the ensuing Annual General Meeting. They have
commodities, apart from Crude, silver, Zinc, Jeera, Chilli expressed their unwillingness to be re-appointed as
etc. Value added services like Customized finance and auditors of the Company. The Company has received a
structured credit facilities in association with Geojit Credits special notice from a shareholder of the Company, in terms
Private Limited, etc had its impact in the volume building of the provisions of the Companies Act, 1956, signifying
exercise. In line with the growth of Industry turn over, Geojit the intention to propose the appointment of Deloitte
has also maintained its growth track. Haskins & Sells, Kochi as statutory auditor of the Company
During this year the Company collected Rs.17.49 Crores from the conclusion of the ensuing Annual General Meeting
as brokerage against Rs.8.15 Crores in the corresponding till the conclusion of next Annual General Meeting. They
period last year. The added focus given to the insurance have expressed their willingness to act as auditors of the
agency business also yielded encouraging results. The Company, if appointed, and have further confirmed that
Company generated commission of Rs.2.66 Crores during the said appointment would be in conformity with the
the year, an increase of 81% over the previous year. provisions of Section 224(1B) of the Companies Act, 1956.
48
Necessary resolution alongwith explanatory statement Particulars of Employees
thereto are included in the Notice of ensuing Annual None of the employees was covered by the provision of
General Meeting. section 217(2A) of the Companies Act, 1956, read with
Dividend Companies (Particulars of Employees) Rules, 1975.
The sound earnings performance in the period enabled Directors Responsibility Statement
the Board to declare a first interim dividend of 50% during As required under Section 217 (2AA) of the Companies
the year. The Board do not recommend any final dividend. Act, 1956, your Directors confirm having :
Increase in share capital a) followed in preparation of the Annual Accounts, the
applicable standards with proper explanation relating
After getting the approval of members, the Board of to material departures, where applicable;
Directors of the Company at its meeting held on 01.09.2006 b) selected such accounting policies and applied them
have allotted bonus shares at the rate of 3 : 1, i.e. three consistently and made judgements and estimates that
additional equity share for every one existing equity share are reasonable and prudent so as to give a true and
of the Company. An additional 80,00,000 shares were fair view of the state of affairs of your Company at the
allotted to holding company during this period as approved end of the financial year and of the profit of your
by the members at the Annual General Meeting held on Company for that period;
30.08.2006. With the allotment of bonus shares and the c) taken proper and sufficient care for the maintenance
additional issue, the paid up share capital of the Company of adequate accounting records in accordance with
increased to Rs.4 Crores. the provisions of the Companies Act, 1956 for
Conservation of Energy and Technology Absorption safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;
The Company has nothing to report in respect of
and
information on conservation of energy and technology
d) Prepared the Annual Accounts on a going concern
absorption as required under section 217(1) of the
basis.
Companies Act, 1956 read with Companies (Disclosures
Acknowledgement
of Particulars in the Report of Board of Directors) Rules,
1988 since the Company is not engaged in manufacturing The Board of Directors acknowledges the significant
or processing business. There was no foreign exchange contribution and co-operation made by the employees of
earnings or expenditure during the period. the company and for the co-operation from bankers,
government and other bodies.
49
th
13 ANNUAL REPORT
AUDITORS’ REPORT
The Members,
Geojit Commodities Limited,
Kochi.
1. We have audited the attached Balance Sheet of GEOJIT COMMODITIES LIMITED, as at 31st March 2007, the Profit
and Loss Account and the Cash Flow Statement 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 (Auditors’ Report) Order, 2003 issued by the Central Government of India in terms of
Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, 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:
i. 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;
ii. 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;
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement
with the books of accounts;
iv. In our opinion, the Balance Sheet, Profit and Loss Account 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;
v. On the basis of written representations received from directors, as on 31st March, 2007, and taken on record by
the Board of Directors, we report that none of the directors is disqualified as on 31st March 2007, from being
appointed as a Director in terms of clause (g) of sub- section 1 of Section 274 of the Companies Act, 1956;
vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts
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 31st March 2007;
ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
50
ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR AUDIT
REPORT OF EVEN DATE
1. a) The Company is maintaining proper records showing full particulars including quantitative details and situation
of fixed assets.
b) We are informed that major items of the fixed assets have been physically verified by the management at the
end of the year, which, in our opinion is reasonable having regard to the size of the company and the nature of
its assets and that no material discrepancies have been noticed on such verification.
c) According to the information and explanations given to us, there has been no significant disposal of fixed assets
during the year.
2. a) We are informed that the physical verification of inventory has been conducted by the management at the end of
the year, the frequency of which in our opinion is reasonable having regard to the size of the company and the
nature of its business.
b) In our opinion and according to the explanations given to us, the procedures for physical verification of inventory
followed by the management are generally reasonable and adequate in relation to the size of the company and
the nature of its business.
c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical
verification, by the management.
3. a) The company has not granted any loans secured or unsecured to companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956
b) The Company has taken an unsecured loan from a company listed in the register maintained under section 301 of
the Companies Act, 1956. The amount of loan received during the year was Rs.2912.58 lakhs, out of which Rs.1.29
lakhs is outstanding as at Balance Sheet date. Except the above, 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
c) In our opinion, the rate of interest and other terms and conditions of the above loan taken by the Company was not
prima facie prejudicial to the interest of the Company.
d) The Company has been regular in repayment of principal amount and interest.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the Company and nature of its business for the purchase of inventory
and fixed assets and for sale of goods and services. During the course of our audit no major weakness has been
noticed in the internal control system in respect of these areas.
5. a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts
or arrangements that need to be entered in the register maintained under section 301 of the Companies Act,
1956, have been so entered.
b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance
of such contract or arrangements with parties referred to in (a) above, have been made at prices which are
reasonable having regard to the prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public during the year and hence the directives issued by the
Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies
Act, 1956 and the rules framed thereunder are not applicable.
51
th
13 ANNUAL REPORT
7. In our opinion, the company has an internal audit system, the scope and coverage of which is commensurate with
its size of the Company and the nature of its business.
8. To the best of our knowledge and according to the information and explanations given to us, the Central Government
has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the
products and services of the Company;
9. a) As per the information and explanations given to us, the company has been generally regular in depositing
undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales/Value
Added Tax, Service Tax and Cess and other material statutory dues as applicable, with the appropriate authorities
during the year.
b) According to the information and explanations given to us and the records of the Company, examined by us,
there are no disputed amounts of taxes that have not been deposited with the authorities as at 31st March 2007.
10. The Company has no accumulated losses at the end of the financial year and has not incurred cash losses in the
current or in the immediately preceding financial year.
11. According to the information and explanations given to us and the records of the Company examined by us, the
Company has no dues to the financial institutions and banks.
12. The Company has not given any loans or advances on the basis of security by way of pledge of shares and other
securities.
13. The Company is not a chit fund/nidhi/mutual benefit fund/society and hence the provisions thereof are not applicable.
14. In our opinion the Company has maintained proper records of transactions and contracts in respect of its dealing in
investments and timely entries have been made therein. The investments are held by the company in its own name.
15. According to the information and explanations given to us and the records of the company examined by us, the
company has not given any guarantee for loans taken by others from banks or financial institutions.
16. The Company has not availed any term loans and hence the relative reporting requirements are not applicable.
17. According to the information and explanations given to us and the records of the company examined by us, the
funds raised on short-term basis have not been used for long- term investment.
18. The company has not made any preferential allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Companies Act 1956, during the year.
19. The company has not issued any debentures during the year.
20. The company has not raised any money by public issues during the year.
21. According to the information and explanations given to us and the records of the company examined by us, no fraud
either on or by the company, has been noticed or reported during the year.
52
GEOJIT COMMODITIES LIMITED
BALANCE SHEET AS AT 31st MARCH 2007
( (In Rupees)
p )
Sch As at 31st March As at 31st March
No. 2007 2006
SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 40,000,000 8,000,000
Reserves and Surplus 2 32,885,053 33,977,363
APPLICATION OF FUNDS
Fixed Assets
Gross Block 3 25,083,000 18,440,285
Less: Accumulated Depreciation 9,009,508 4,901,430
Net Block 16,073,492 13,538,855
INCOME
Sales - Commodities (Own trade) 11,638,659 -
Trading-Commodities (for Clients)
Sales 1,706,326,987 1,056,942,626
Closing Inventory - 972,930
1,706,326,987 1,057,915,556
Less : Purchases 1,705,354,057 1,056,119,006
Less:Opening Inventory 972,930 1,796,550
- - -
Stock Differential 12 11,250,000 (23,072)
Income from Operations 13 210,079,164 100,451,536
Other Income 14 6,131,323 700,650
239,099,146 101,129,114
EXPENDITURE
Purchases -Commodities (Own trade) 23,160,901 -
Payments to and Provisions for Employees 15 40,906,444 25,875,484
Operating Expenses 16 70,213,951 30,982,178
Establishment & Other Expenses 17 28,765,590 13,727,877
Finance Charges 18 658,083 82,245
Depreciation 4,108,078 2,384,418
167,813,047 73,052,202
Appropriations
Interim Dividend 20,000,000 -
Dividend Tax 2,805,000 -
Transfer to General Reserve 4,600,000 -
54
GEOJIT COMMODITIES LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2007
(In Rupees)
2006-07 2005-06
55
th
13 ANNUAL REPORT
As at As at
31st March, 2007 31st March, 2006
SCHEDULE - 1
SHARE CAPITAL
Authorised Capital
5,000,000 Equity Shares ( Previous year: 5,000,000) of Rs.10/- each 50,000,000 50,000,000
40,000,000 8,000,000
SCHEDULE - 2
RESERVES & SURPLUS
General Reserve
As per Last year Balance Sheet - -
Add: Transferred from Profit and Loss Account 4,600,000 -
4,600,000 -
28,285,053 33,977,363
32,885,053 33,977,363
56
GEOJIT COMMODITIES LIMITED
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
Particulars Additions
As at As at As at For the As at As at As at
during the Deletions
01.04.2006 31.03.2007 01.04.2006 year 31.03.2007 31.03.2007 31.03.2006
year
I. Tangible Assets
Improvements to Leasehold
1,215,742 74,800 - 1,290,542 401,792 342,612 744,404 546,138 813,950
Premises
Electrical Equipments 428,908 7,949 - 436,857 46,427 21,141 67,568 369,289 382,481
Office Equipment 1,814,159 89,528 - 1,903,687 265,001 156,795 421,796 1,481,891 1,549,158
Furniture & Fittings 719,542 52,344 - 771,886 406,331 76,311 482,642 289,244 313,211
Computers and Accessories 9,880,954 4,002,545 - 13,883,499 2,929,727 1,987,921 4,917,648 8,965,851 6,951,227
VSAT Equipments 2,592,180 260,589 - 2,852,769 528,681 761,091 1,289,772 1,562,997 2,063,499
Previous Year 11,217,338 7,222,947 - 18,440,285 2,517,012 2,384,418 4,901,430 13,538,855 8,700,326
57
th
13 ANNUAL REPORT
SCHEDULE - 4
INVESTMENTS
a) Long Term Investments - At Cost
Unquoted -Trade
In Wholly owned Subsidiary companies :
In other Companies:
5 (Previous Year - 5) Shares of Rs. 10,000 each in First Commodities
Exchange of India Ltd. 75,000 75,000
18,575,000 1,575,000
SCHEDULE - 5
INVENTORIES
Commodities 11,250,000 972,930
11,250,000 972,930
SCHEDULE - 6
SUNDRY DEBTORS
Unsecured
a) Considered Good:
Outstanding for a period exceeding six months 8,016,169 503,858
Outstanding for a period less than six months:
Due from Clients : 55,649,547 45,141,130
Others : : 19,284,077 4,525,732
b) Considered Doubtful
Outstanding for a period exceeding six months 3,188,749 1,868,986
Others 1,003,701 1,259,148
4,192,450 3,128,134
Less: Provision 4,192,450 3,128,134
- -
82,949,793 50,170,720
58
GEOJIT COMMODITIES LIMITED
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
( (In Rupees)
p )
As at 31st March, As at 31st March,
2007 2006
SCHEDULE - 7
CASH and BANK BALANCES:
Cash balance in hand 66,698 39,481
Balances with scheduled banks:-
In Current Accounts 7,176,462 2,717,171
In Current Accounts - (Clients) 92,605,073 61,134,246
Fixed Deposit Accounts 9,044,124.00 4,000,000
(The fixed deposit has been provided as security for the guarantee issued by
the Bank in favour of Commodity Exchanges and Sales Tax deposits)
108,892,357 67,890,898
SCHEDULE-8
OTHER CURRENT ASSETS
Interest accrued on fixed deposits - 142,243
- 142,243
SCHEDULE - 9
LOANS AND ADVANCES
(Unsecured, considered good)
Advances recoverable in cash or in kind or for value to be received
Subsidiary Company :
Geojit Technologies Private Limited 3,774,400 6,036,399
Geojit Financial Distribution Pvt. Ltd 5,123 -
Staff Loan 2,000 76,828
Others 5,428,237 620,050
9,209,760 6,733,277
Deposits
Deposits and Margin Money with Commodity Exchanges 318,526,397 122,139,762
Other Deposits 725,727 694,720
319,252,124 122,834,482
Income Tax
Advance Tax Paid 25,252,468 11,358,725
Less: Provision for Income Tax 23,800,000 9,595,000
1,452,468 1,763,725
329,914,352 131,331,484
SCHEDULE - 10
CURRENT LIABILITIES
Sundry Creditors -
- Clients 119,713,948 66,310,324
- Commodity Exchanges 20,834,400 3,352,533
- Holding Company - (Geojit Financial Services Limited) 2,631,880 5,334,776
- Others (Other than SSI undertakings) 20,582,918 9,612,001
Client Margin Accounts 320,073,216 133,477,599
Security Deposits 2,884,937 2,684,000
Other Liabilities 6,127,685 2,442,534
492,848,984 223,213,767
SCHEDULE - 11
PROVISIONS
Provision for Fringe Benefit tax 271,000 150,000
Less: Advance Tax Paid 270,043 150,000
957 -
59
th
13 ANNUAL REPORT
SCHEDULE - 12
STOCK DIFFERENTIAL
Closing Inventory:
Commodities - (Own Trade) 11,250,000 -
Shares - -
11,250,000 -
Opening Inventory :
Commodities - (Own Trade) -
Shares - 23,072
- 23,072
11,250,000 (23,072)
SCHEDULE - 13
INCOME FROM OPERATIONS
Brokerage (TDS -Rs.780,579.50 (Rs.123,369/-)) 174,992,864 81,557,045
Insurance Commission (TDS-Rs.6,185,254/-(Rs.2,752,515/-)) 26,657,562 14,721,857
Software Consultancy - 1,578,750
Exchange Charges (Net) 6,143,562 1,690,463
Sundries 2,285,176 903,421
210,079,164 100,451,536
SCHEDULE - 14
OTHER INCOME
Profit on sale of Investments 419,887 63,871
Dividend received 5,000 110,667
Interest received (TDS -Rs.125,096/- (Rs.31,893/-)) 453,690 179,496
Income from Commodity Hedging 3,111,540 -
Others (TDS-Rs.61,538.09) 2,141,206 346,616
6,131,323 700,650
SCHEDULE - 15
PAYMENTS TO AND PROVISIONS FOR EMPLOYEES
Directors' Remuneration - 1,104,107
Salary and Allowances 37,860,752 22,470,348
Contribution to Provident fund and other funds 1,605,677 1,459,062
Staff Welfare Expenses 1,440,015 841,967
40,906,444 25,875,484
SCHEDULE-16
OPERATING EXPENSES
Business Associates Commission 62,728,032 27,769,260
Connectivity Charges 2,942,955 2,430,110
Sundries (See Note No. 6) 992,909 303,942
Subscription charges 916,615 478,866
Postage Charges - Contract Note 1,879,907 -
Commodity Trading Charges 753,533 -
70,213,951 30,982,178
60
GEOJIT COMMODITIES LIMITED
SCHEDULES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
( (In Rupees)
p )
For the year ended For the year ended
31st March, 2007 31st March, 2006
SCHEDULE-17
ESTABLISHMENT & OTHER EXPENSES
Postage & Telephone Expenses 3,534,498 1,302,013
Travelling and Conveyance 679,756 964,118
Electricity Charges 2,865,927 1,214,075
Printing and Stationery 885,147 635,911
Repairs and Maintenance 3,096,345 628,960
Rent 5,156,754 1,374,002
Rates and Taxes 3,021,135 -
Professional Charges 551,147 564,721
Insurance Charges 206,398 17,307
Office Expenses 1,230,183 1,526,761
Sitting Fee 18,000 20,000
Bank Charges 1,387,437 617,958
Miscellaneous Expenses 1,087,922 1,537,238
Provision for Bad and Doubtful Debts 4,192,450 3,128,134
Bad debts written off 852,491 52,084
Preliminary Expenses Written Off - 144,595
28,765,590 13,727,877
SCHEDULE-18
FINANCIAL CHARGES
658,083 82,245
61
th
13 ANNUAL REPORT
SCHEDULE – 19
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
A. Basis of Accounting:
The financial statements are prepared under the historical cost convention on accrual basis in accordance with the
applicable Accounting Standards specified in Section 211(3C) of the Companies Act 1956.
B. Use of Estimates:
The preparation of the financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities on the date of financial statements and reported amounts of income and expenditure
for the year. Actual results could differ from these estimates. Any revision in accounting estimates are recognised in
the period in which the results are known / materialised.
C. Revenue Recognition:
(a) Income from Brokerage is recognised on a daily trade basis for business transacted at the various commodity
futures exchanges of which the company is a member.
(b) Commission income from insurance business is recognised on completion of policy formalities in all aspects
based on intimation from the principal.
D. Inventory:
Inventory of Commodities as at the year-end is valued at lower of cost (on the basis of the specific identification
method) or net realisable value.
E. Fixed Assets:
Fixed Assets are stated at cost less depreciation. Cost includes cost of purchase, tax, duty, installation charges and
other costs attributable for bringing the assets to the working condition for intended use.
Improvements made to Leasehold Premises, which have an enduring life, are treated as Fixed Assets.
F. Depreciation:
Depreciation on Fixed Assets is provided on Straight-Line Method at the rates specified in the Schedule XIV of the
Companies Act, 1956 except in the case of:
b. Improvements made to Leasehold Premises are written off over five years as per the Company’s policy irrespective
of the period of the arrangement. If the premises are vacated prior to the 5-year period, the unamortized
leasehold improvements are fully written off in the year of vacation.
Depreciation on assets added / disposed off during the year is charged on pro-rata basis with reference to the date
of addition/disposal.
62
G. Intangible Assets
User Access License Fee paid for the purchase of license to use the terminals of the Commodity Exchanges are
treated as Intangible Assets and are amortised over a period of 6 years.
H. Retirement Benefits:
The Company’s contribution to Provident Fund is charged to the Profit and Loss Account of the period to which
they relate.
b. Gratuity:
The annual contribution to the Group Gratuity cum Life Assurance Scheme of Life Insurance Corporation of
India, determined on the basis of the actuarial valuation by the said Corporation is charged to Profit and Loss
Account. The short fall, if any, in the fund balance as determined by the actuarial valuation by the above said
Corporation at the Balance Sheet date, is also charged to the Profit and Loss Account.
c. Leave Encashment:
Leave Encashment liability as at the Balance Sheet date, is determined and accounted on the basis of leave to
the credit of the employees on that date as per the leave and leave encashment policies of the Company.
I. Investments:
Investments are classified as long term or current based on their nature and intended holding period. Long-term
investments are carried at Cost. Provision is created for any permanent diminution in the value of these Investments.
Current Investments are valued at lower of Cost or Net Asset Value.
a. Provision for current income tax is made at the current tax rates based on the assessable income.
b. Deferred Tax Liability/Asset is computed in accordance with Accounting Standard-22 issued by the Institute of
Chartered Accountants of India. Deferred tax Assets are recognised and carried forward to the extent there is
reasonable/virtual certainty that sufficient future taxable income will be available against which such asset
items can be realised.
c. Provision for Fringe Benefit Tax is made in accordance with the provisions of the Income Tax Act, 1961.
K. Derivative Instruments:
The company uses commodity futures contracts to hedge the risk of movement in commodity prices.
The company recognises gain/loss on commodity futures contracts used as hedge, on settlement of such contracts.
1. Contingent Liability
(Rs. in lacs.)
Particulars As at 31.03.2007 As at 31.03.2006
63
th
13 ANNUAL REPORT
B) Details of the transactions with above parties during the year and balance outstanding as at 31-03-2007
Associate Enterprise
of the Holding Joint Venture of
Particulars Subsidiary Holding Company
Company Holding Company
64
Balances outstanding as at the year end
Segment Expenses –
(including cost of sales from Commodity Trading) 18,433.33 161.07 18,594.40
Segment Assets/Liabilities and Capital Employed are not capable of being fully stated separately segment wise,
since many assets / liabilities are held jointly for the Business Segments.
The Business transacted by the Company is based in India only and hence there are no Geographical Reporting
Segments for the Company.
5. Leave encashment liability is provided at the amount based on leave to the credit of the employees, the amount of
which is not material.
65
th
13 ANNUAL REPORT
6. Sundries under Operating Expenses in Schedule –16 represents the amount of Loss in Error Account that are not
recoverable from the clients due to erroneous trade execution / updation of the client transactions- Rs.992,909/-
(Rs. 303,942 /-).
7. Expenses under Payments and Provisions for Employees, Operating Expenses and also Establishment and Other
expenses includes amounts charged by the Holding company (Geojit Financial Services Limited).
8. Deferred tax liability (Net) as on 31.03.2007 represents: (In Rupees)
Particulars As at 31.03.2007 As at 31.03.2006
The number of shares has been raised during the year on account of fresh issue of 800,000 shares and 2,400,000
shares as bonus shares. Earnings per share of the previous year has been re-computed based on the number of
shares including bonus shares.
10. As per the information available with the Management there are no dues exceeding 30 days to Small Scale
Industrial Undertaking as at the Balance Sheet Date.
11. Particulars required to be disclosed as additional information pursuant to the requirements of Part II to Schedule VI
of the Companies Act, 1956 (to the extent applicable).
I. Quantitative Details (in Tonnes)
a. Own Trade
Pepper
A. Opening Stock - - - -
D. Wastage 2.91 - - -
66
b. Trading for Clients
A. Opening Stock
Rubber - - 35.00 1,796,550
Pepper 15.00 972,930 - -
Cardamom - - - -
Copra - - - -
B. Purchases
C. Sales
D. Wastage
Rubber - - - -
Pepper 0.06 - - -
Cardamom - - - -
Copra - - - -
E. Closing Stock
Rubber - - - -
Pepper - - 15.00 972,930
Cardamom - - - -
Copra - - - -
67
th
13 ANNUAL REPORT
In accordance with the accounting policy followed, the gain/loss arising from the above hedge contracts will be
recognised only on settlement of the contracts. Accordingly, the mark to market loss on the above contracts as on
31.03.2007 of Rs.18.92 Lakhs, which will get adjusted on settlement of the above contracts is carried over under
Advances Recoverable in the Balance Sheet.
14. Figures in the brackets represent figures for the previous year. Previous year’s figures have been regrouped
wherever necessary to suit current year’s layout.
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Commodities Limited
68
GEOJIT COMMODITIES LIMITED
SOURCES OF FUNDS
APPLICATION OF FUNDS
70
GEOJIT TECHNOLOGIES PRIVATE LIMITED
DIRECTORS REPORT
Your Directors have great pleasure in presenting the 3rd Directors’ Report of the Company together with the Audited
Annual Accounts for the Year ended March 31st 2007.
Financial Performance and Operations
Revenues for the year from software development and services were Rs.195.56 Lacs, an increase of 127% over the
previous year’s income of Rs.85.96 Lacs. The Company recorded a Profit Before Tax of Rs.3.86 Lacs during the year
and the Net Profit After Tax for the period is Rs.1.16 Lacs.
The Company has set up facility for marketing in the UAE and also acquired a Company for the purpose. The costs
relating to this has impacted the profit. Your directors are confident that these steps will benefit the Company in the
years to come.
Board of Directors
The Board of Directors consists of Mr.A.Balakrishnan, Managing Director and Mr.C.J.George, Director. In accordance
with the principle of retirement of Directors by rotation, Mr.C.J.George retires at the ensuing Annual General Meeting
and being eligible offers himself for re-appointment.
Auditors
The auditors M/s. Varma & Varma, Chartered Accountants, Kochi retire at the end of ensuing Annual General Meeting,
being eligible offer themselves for re-appointment.
Secretarial Compliance Certificate
A certificate from the Company Secretary in Practice certifying compliance of provisions of the Companies Act,1956 as
required under section 383A of the said Act is annexed hereto as Annexure - I
Conservation of Energy and Technology Absorption, etc.
The Company has nothing to report in respect of information on conservation of energy and technology absorption as
required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the
Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business.
Foreign exchange earnings during the period is Rs.13.06 Lacs. The amount of foreign exchange expenditure during
the period is Rs.28.13 Lacs.
Personnel
None of the employees was covered by the provision of section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975.
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having :
a) followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to
material departures, where applicable;
b) selected such accounting policies and applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the
financial year and of the profit of your Company for that period;
c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities; and
d) Prepared the Annual Accounts on a going concern basis.
For and on behalf of the Board of Directors
71
th
13 ANNUAL REPORT
Annexure-I
CIN - U72900KL2004PTC017332
Nominal Capital: Rs.One Crore
To
The Members,
Geojit Technologies Private Limited
We have examined the registers, records, books and papers of GEOJIT TECHNOLOGIES PRIVATE LIMITED, (“the
Company”) as required to be maintained under the Companies Act, 1956, (“the Act”) and the rules made thereunder
and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year
ended 31st March 2007 (“financial year”). In our opinion and to the best of our information and according to the
examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that
in respect of the aforesaid financial year: -
1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the
provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure‘B’ to this certificate, with the Registrar of
Companies, Kerala. The Company has not filed any forms or returns with Regional Director, Central Government,
Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder.
3. The Company being a Private Limited Company has the minimum prescribed paid-up capital and its maximum
number of members during the said financial year was two excluding its present and past employees and the
Company during the year under scrutiny:
(i) has not invited public to subscribe for its shares or debentures; and
(ii) has not invited or accepted any deposits from persons other than its members, directors or their relatives.
The Company is a wholly owned subsidiary of a public limited company, Geojit Commodities Limited.
4. The Board of Directors duly met six times respectively on 16.05.2006, 28.07.2006, 04.09.2006, 26.10.2006,
26.01.2007 & 18.03.2007 in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose.
5. The Company has not closed its Register of Members during the financial year.
6. The Annual General Meeting for the financial year ended on 31st March,2006 was held on 29.08.2006, after
giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in the
Minutes Book maintained for the purpose.
7. According to the information and explanations given to us, the Company has not advanced loans to its directors
and/or persons or firms or companies referred in the Section 295 of the Act during the year under scrutiny.
8. The Company has not entered any contracts falling within the purview of section 297 of the Act.
9. According to the information and explanation given to us, there are no contracts or arrangements that need to be
entered in the register required to be maintained under section 301 of the Act.
10. As there were no instances, falling within the purview of Section 314 of the Act, the Company has not obtained any
approvals from the Board of Directors, members and the Central Government.
11. The company has not issued any duplicate share certificates during the financial year.
12. During the year:
(i) Delivered all certificates on allotment of securities. There was no transfer/transmission of securities during
the financial year. During the year there was a transfer of beneficial interest on 24,999 shares each to
Holding Company, Geojit Commodities Limited by Mr. C J. George and Mr. A Balakrishanan.
72
(ii) The Company was not required to deposit any amount of dividend in a separate bank account as no dividend
was declared during the financial year.
(iii) The company was not required to post warrants to any member of the Company as no dividend was declared
during the financial year.
(iv) The Company was not required to transfer the amounts in unpaid dividend account, application money due
for refund, matured deposits, matured debentures and the interest accrued thereon which have remained
unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund since this
provision was not applicable during the year.
(v) The Company has duly complied with the requirements of Section 217 of the Act.
13. The Board of Directors of the Company is duly constituted and the appointments of Directors and Additional
Directors during the financial year have been duly made.
14. The Company has appointed Mr.A.Balakrishnan as Managing Director w.e.f. 16.05.2006 for which approval of the
members was obtained at the Annual General Meeting held on 29.08.2006.
15. The Company has not appointed any sole selling agents during the financial year.
16. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional
Director and/or such authorities prescribed under the various provisions of the Act during the financial year.
17. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the
provisions of the Act and the rules made thereunder.
18. The Company has issued 7,00,000 Equity Shares to the holding company, Geojit Commodities Limited and the
necessary returns were filed with the Registrar of Companies in this regard.
19. The Company has not bought back any shares during the financial year.
20. There was no redemption of preference shares or debentures during the financial year.
21. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares
and bonus shares pending registration of transfer of shares.
22. The Company has not invited/accepted any deposit including any unsecured loans falling within the purview of
Section 58A of the Act during the financial year.
23. The Company has not made any borrowing during the financial year ended 31.03.2007.
24. According to the information and explanation given to us, the Company has not made any loans or advances or
given guarantees or provided securities to other bodies corporate.
25. The Company has not altered the provisions of the Memorandum with respect to situation of the Company’s
Registered Office from one State to another during the year under scrutiny.
26. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company
during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the
year under scrutiny.
28. The Company has altered the provisions of the Memorandum with respect to share capital of the Company during
the year under scrutiny and complied with the provisions of the Act.
29. The Company has altered its Articles of Association after obtaining approval of the members at the General
Meeting and the amendment to Articles has been duly filed with Registrar of Companies, Kerala.
30. There was/were no prosecution initiated against or show cause notices received by the Company, and no fines or
penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act.
31. The Company has not received any money as security from its employees during the financial year.
73
th
13 ANNUAL REPORT
32. The Company has deposited both employee’s and employer’s contribution to provident fund with prescribed
authorities.
Place : Kochi For Satheesh & Ramesh
Dated : 18th May,2007 Company Secretaries
N SATHEESH KUMAR
C.P. No.6607
Annexure A
Registers as maintained by the Company
1) Register of Members u/s. 150.
2) Minutes Book of Board Meeting u/s. 193
3) Minutes Book of General Meeting u/s. 193.
4) Books of Accounts u/s. 209.
5) Register of Disclosure of Interest by Directors u/s. 301(3).
6) Register of Directors, Managing Director, etc. u/s. 303.
7) Register of Directors Shareholding u/s. 307.
8) Register of Directors / Members attendance at Meetings.
Annexure B
Forms and Returns as filed by the Company with Registrar of Companies during the financial year ended 31st
March, 2007.
Sl. No. Form / Return Filed For Date of Filing Whether filed within If delay in filing whether
under the prescribed time additional fee paid
section (Yes / No) (Yes / No)
1 Form No.23 192 Filing of special resolution
passed at Annual General Meettng 25.09.2006 Yes NA
2 Form No.5 97 Increasing the Authorised
share capital of the Company 25.09.2006 Yes NA
3 Form No.23 AC 220 Balance sheet and
& 23 ACA Profit and Loss Account. 25.09.2006 Yes NA
4 Form No.25C 269(2) Appointment of
Mr. A. Balakrishnan as
Managing Director 26.09.2006 No Yes
5 Form No.20B 159 Annual Return 2006-07 20.10.2006 Yes NA
6 Form No.2 75(1) Allotment of 7,00,000
Equity Shares 22.11.2006 Yes NA
7 Form No.22B 187C Disclosure of beneficial interest 22.12.2006 Yes NA
8 Form DIN 3 266D Intimation of allotment of DIN. 28.03.2007 Yes NA
N. Satheesh Kumar
Partner
C.P. No.6607
74
AUDITORS’ REPORT
The Members,
Geojit Technologies Private Limited
Kochi.
1. We have audited the attached Balance Sheet of GEOJIT TECHNOLOGIES PRIVATE LIMITED, as at 31st March
2007, the Profit and Loss Account and the Cash Flow Statement 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 (Auditors’ Report) Order, 2003 issued by the Central Government of India in terms of
Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in
Paragraphs 4 and 5 of the said Order.
i. 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;
ii. 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;
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement
with the books of accounts;
iv. In our opinion, the Balance Sheet, Profit and Loss Account 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;
v. On the basis of written representations received from directors as on 31st March, 2007 and taken on record by
the Board of Directors, we report that none of the directors is disqualified as on 31st March 2007, from being
appointed as a Director in terms of clause (g) of sub- section 1 of Section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts
read together with the accounting policies and notes attached thereto 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 31st March 2007;
ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
75
th
13 ANNUAL REPORT
1. a) The Company is maintaining proper records showing full particulars including quantitative details and situation
of fixed assets.
b) We are informed that major items of the fixed assets have been physically verified by the management at the
end of the year, which, in our opinion is reasonable having regard to the size of the company and the nature of
its assets and that no material discrepancies have been noticed on such verification.
c) According to the information and explanations given to us, there has been no significant disposal of fixed
assets during the year.
2. The Company does not have any inventory and hence the reporting requirements thereof are not applicable.
3. a) The company has not granted any loans secured or unsecured to companies, firms or other parties requiring to be
entered in the register in terms of Section 301 of the Companies Act, 1956.
b) The company has not taken any loans, secured or unsecured from companies, firms or other parties requiring to be
entered in the register in terms of Section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the Company and nature of its business for the purchase of fixed assets
and for sale of goods and services. During the course of our audit no major weakness has been noticed in the
internal control system in respect of these areas.
5. According to the information and explanations given to us, there are no contracts or arrangements that need to be
entered in the register required to be maintained under section 301 of the Companies Act and hence the reporting
requirements thereof are not applicable.
6. The Company has not accepted any deposits from the public during the year and hence the directives issued by the
Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies
Act, 1956 and the rules framed thereunder are not applicable.
7. The company not being a listed company or having paid up capital and reserves exceeding Rs.50 lakhs at the
commencement of the financial year and not having an average annual turnover exceeding five crore rupees for a
period of three consecutive preceding financial years, does not have a formal internal audit system.
8. To the best of our knowledge and according to the information and explanations given to us, the Central Government
has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the
products and services of the Company;
9. a) As per the information and explanations given to us, except for certain delays in remittance of service tax and
income tax deducted at source, the company has been generally regular in depositing undisputed statutory
dues including Provident Fund, Employees State Insurance, Income Tax, Sales /Value Added Tax, Service Tax
and Cess and other material statutory dues as applicable, with the appropriate authorities during the year.
b) According to the information and explanations given to us and the records of the Company examined by us,
there are no disputed amounts of taxes that have not been deposited with the authorities as at 31st March 2007.
10. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the
current and in the immediately preceding financial year.
11. According to the information and explanations given to us and the records of the Company examined by us, the
Company has no dues to the financial institutions and banks.
76
12. The Company has not given any loans or advances on the basis of security by way of pledge of shares and other
securities.
13. The Company is not a chit fund/nidhi/mutual benefit fund/society and hence the provisions thereof are not applicable.
14. In our opinion the Company has maintained proper records of transactions and contracts in respect of its dealing in
investments and timely entries have been made therein. The investments are held by the company in its own name.
15. According to the information and explanations given to us and the records of the company examined by us, the
company has not given any guarantee for loans taken by others from banks or financial institutions.
16. The Company has not availed any term loans and hence the relative reporting requirements are not applicable.
17. According to the information and explanations given to us and the records of the company examined by us, the
funds raised on short term basis have not been used for long- term investment.
18. The company has not made any preferential allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Companies Act 1956, during the year.
19. The company has not issued any debentures during the year.
20. The company has not raised any money by public issues during the year.
21. According to the information and explanations given to us and the records of the company examined by us, no fraud
either on or by the company, has been noticed or reported during the year.
77
th
13 ANNUAL REPORT
SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 7,500,000 500,000
Reserves & Surplus 2 2,538,715 2,422,415
APPLICATION OF FUNDS
Fixed Assets: 3
Gross Block 8,099,616 3,981,061
Less: Accumulated Depreciation 928,229 7,978
Net Block 7,171,387 3,973,083
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Technologies Private Limited
78
GEOJIT TECHNOLOGIES PRIVATE LIMITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH 2007
( (In Rupees)
p )
For the year ended For the year ended
Sch. No.
31st March, 2007 31st March,2006
INCOME
Software Income (TDS Rs.766,578) 19,556,038 8,596,039
Other Income 14,119 2,229
19,570,157 8,598,268
EXPENDITURE
Payments to & Provisions for Employees 10 13,798,533 4,101,251
Establishment and Other Expenses 11 4,464,573 709,709
Depreciation 920,251 7,978
19,183,357 4,818,938
Taxes on Income
Current Tax 36,100 1,306,000
Deferred Tax 169,000 14,000
Fringe Benefit Tax 65,400 30,000
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Technologies Private Limited
79
th
13 ANNUAL REPORT
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Technologies Private Limited
80
GEOJIT TECHNOLOGIES PRIVATE LIMITED
SCHEDULES ATTACHED TO AND FORMING PART OF BALANCE SHEET
( (In Rupees)
p )
As at 31st March, As at 31st March,
2007 2006
SCHEDULE-1
SHARE CAPITAL
Authorised Capital
1,000,000 Equity Shares (Previous Year- 50,000) of Rs. 10 each 10,000,000 500,000
SCHEDULE-2
81
82
13
th
Tangible Assets
Computers & Accessories 165,160 3,250,649 - 3,415,809 1,977 476,039 - 478,016 2,937,793 163,183
Furniture & Fittings 6,001 2,089,642 - 2,095,643 6,001 315,480 - 321,481 1,774,162 -
Office Equipments - 255,493 - 255,493 - 14,356 - 14,356 241,137 -
Electrical Fittings - 874,671 - 874,671 - 46,241 - 46,241 828,430 -
Motor Car - 748,000 - 748,000 - 41,468 - 41,468 706,532 -
Total 171,161 7,218,455 - 7,389,616 7,978 893,584 - 901,562 6,488,054 163,183
Intangible Assets
Software - 160,000 - 160,000 - 26,667 - 26,667 133,333 -
Total - 160,000 - 160,000 - 26,667 - 26,667 133,333 -
Grand Total 3,981,061 9,982,075 5,863,520 8,099,616 7,978 920,251 - 928,229 7,171,387 3,973,083
Previous Year - 3,981,061 - 3,981,061 - 7,978 - 7,978 3,973,083 -
GEOJIT TECHNOLOGIES PRIVATE LIMITED
SCHEDULES ATTACHED TO AND FORMING PART OF BALANCE SHEET
( p(In Rupees)
)
As at 31st March, As at 31st March,
2007 2006
SCHEDULE- 4
INVESTMENTS
Long Term Investment
Unquoted-Trade
Investment in Shares of Subsidiary Companies
Sigma Systems International: 70 equity shares (Previous Year-Nil) of AED 2,450,000 -
1,000 each fully paid
2,850,000 400,000
SCHEDULE-5
SUNDRY DEBTORS
(Unsecured, Considered Good)
SCHEDULE-6
CASH & BANK BALANCES
Cash Balance in Hand 12,300 -
Bank Balances:
With Scheduled Banks 1,753,879 386,511
With others - -
1,766,179 386,511
SCHEDULE- 7
83
th
13 ANNUAL REPORT
SCHEDULE-8
CURRENT LIABILITIES
Sundry Creditors
Holding Company (Geojit Commodities Limited) 3,774,400 6,036,399
Advances from Customers 860,000 -
Others 1,961,495 1,395,700
SCHEDULE-9
PROVISIONS
Provision for Fringe Benefit Tax 65,400 -
Less: Advance Fringe Benefit Tax 44,361 -
21,039 -
84
GEOJIT TECHNOLOGIES PRIVATE LIMITED
SCHEDULES ATTACHED TO AND FORMING PART OF PROFIT AND LOSS ACCOUNT
( (In Rupees)
p )
For the year ended For the year ended
31st March, 2007 31st March,2006
SCHEDULE-10
Payments to and Provisions for Employees
Salary and Other Allowances 12,662,103 4,013,977
Contribution to Provident and Other Funds 508,034 -
Staff Welfare Expenses 628,396 87,274
13,798,533 4,101,251
SCHEDULE-11
Establishment and Other Expenses
Advertisement Expenses 352,138 -
Bank Charges 42,999 -
Consultancy Charges 476,641 50,138
Electricity Charges 528,247 -
Interest (Other than on fixed loans) 39,482 -
Printing & Stationery 17,626 3,000
Professional Charges 294,512 16,836
Rates and Taxes 339,606 -
Rent 584,543 124,984
Telephone Expenses 83,935 16,439
Travel and Conveyance 511,907 395,011
Miscellaneous Expenditure 1,192,937 89,301
Preliminary Expenses written off - 14,000
4,464,573 709,709
85
th
13 ANNUAL REPORT
SCHEDULE - 12
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
A. Basis of Accounting:
The financial statements are prepared under the historical cost convention on accrual basis in accordance with the
applicable Accounting Standards specified in Section 211(3C) of the Companies Act 1956.
B. Use of Estimates:
The preparation of the financial statements in conformity with generally accepted accounting principles require
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities on the date of financial statements and reported amounts of income and expenditure
for the year. Actual results could differ from these estimates. Any revision in accounting estimates are recognized in
the period in which the results are known / materialized.
C. Revenue Recognition:
Revenue from software development is recognized on completion of different stages of software development.
D. Fixed Assets:
Fixed Assets are stated at cost less depreciation. Impairment in value of assets, if any determined, is adjusted.
E. Depreciation:
Depreciation has been provided on straight-line method at the rates prescribed under Schedule XIV of the Companies
Act, 1956.
F. Intangible Assets
G. Retirement Benefits:
The Company’s Contribution to Provident Fund is charged to the Profit and Loss Account of the period to which
they relate.
b. Gratuity:
The annual contribution to the Group Gratuity cum Life Assurance Scheme of Life Insurance Corporation of
India, determined on the basis of actuarial valuation by the said Corporation is charged to Profit and Loss
Account. The shortfall, if any, in the fund balance as determined by the above said Corporation at the Balance
Sheet date, is also charged to the Profit and Loss Account.
c. Leave Encashment:
Leave Encashment liability as at the Balance Sheet date, is determined and accounted on the basis of leave to
the credit of the employees on that date as per the leave and leave encashment policies of the Company.
86
H. Foreign Currency Transaction/ Translation:
Transactions in foreign currency are recorded at the exchange rates prevailing at the date of transaction. Monetary
items in foreign currency at the year-end are translated at year-end rates. The exchange difference arising on
settlement/translation are recognized in the revenue accounts, except those pertaining to the fixed assets acquired
from outside India, which are adjusted to the cost of such fixed assets.
I. Investments:
Investments are classified as long term or current based on their nature and intended holding period. Long-term
investments are carried at Cost. Provision is created for any permanent diminution in the value of these Investments.
Current Investments are valued at lower of Cost or Net Asset Value.
a) Provision for current income tax is made at the current tax rates based on the assessable income.
b) Deferred tax assets and liabilities representing timing differences between accounting income and taxable
income are recognised to the extent considered capable of being reversed in subsequent years.
c) Provision for Fringe Benefit Tax is made in accordance with the provisions of the Income Tax Act, 1961.
Nature Of Relationship
87
B. Details of the transactions with above parties during the year and balance outstanding as at 31-03-2007
88
Associate Joint Venture of
13
th
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
Software 11,395,988 6,430,000 50,000 Nil Nil Nil 1,793,632 890,000 494,896 Nil 792,857 Nil
Income
Purchase of Nil Nil Nil Nil 2,930,376 Nil Nil Nil Nil Nil Nil Nil
Investments
Expenses 1,096,055 Nil Nil Nil Nil Nil 131,615 Nil Nil Nil Nil Nil
Recovered
Expenses 257,711 Nil Nil Nil Nil Nil Nil 4,501,379 Nil Nil 469,905 Nil
Reimbursed
Fresh issue Nil Nil Nil Nil Nil Nil 7,000,000 Nil Nil Nil Nil Nil
of capital
Loan availed Nil Nil Nil Nil Nil Nil Nil 3,425,020 Nil Nil Nil Nil
Loan repaid Nil Nil Nil Nil Nil Nil Nil 1,000,000 Nil Nil Nil Nil
Current Nil Nil Nil Nil 516,257 Nil Nil Nil Nil Nil Nil Nil
Account -
Advances
(net)
Receivable 964,272 3,749,167 51,600 Nil 516,257 Nil Nil Nil Nil Nil 322,952 Nil
Payable Nil Nil Nil Nil Nil Nil 3,774,400 6,036,399 Nil Nil Nil Nil
3. The Company is engaged in the business of software development/consultancy and has only a single reportable
segment as per Accounting Standard 17- “Segment Reporting” issued by the Institute of Chartered Accountants of
India.
4. Leave encashment liability is provided at the amount based on leave to the credit of the employees, the amount of
which is not material.
Excess of net book value over written down value of fixed assets
as per Income Tax Act, 1961 529,000 14,000
Others 8,000 -
7. As per the information available with the Management there are no dues exceeding 30 days to Small Scale Industrial
Undertaking as at the Balance Sheet Date.
89
th
13 ANNUAL REPORT
11. Figures in the brackets represent figures for the previous year. Previous year’s figures have been regrouped
wherever necessary to suit current year’s layout.
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Technologies Private Limited
Place : Kochi
Date : 18.05.2007
90
GEOJIT TECHNOLOGIES PRIVATE LIMITED
SOURCES OF FUNDS
Paid up Capital 7,500.00
Reserves and Surplus 2,538.72
Secured Loans NIL
Deferred Income Tax liability 183.00
APPLICATION OF FUNDS
Net Fixed Assets 7,171.39
Investments 2,850.00
Capital work-in-Progress NIL
Net Current Assets 200.33
Accumulated Loss NIL
91
th
13 ANNUAL REPORT
92
GEOJIT FINANCIAL DISTRIBUTION PRIVATE LIMITED
DIRECTORS REPORT
Your Directors have great pleasure in presenting the 3rd Directors’ Report of the Company together with the Audited
Annual Accounts for the Year ended March 31st 2007.
Financial Performance
Revenues for the year from distribution of insurance products were Rs.61.58 Lacs. The Company recorded a Profit
Before Tax of Rs.50.11 Lacs during the year and the profit after tax is Rs.32.80 Lacs.
Board of Directors
The Board of Directors consists of Mr.C. J. George and Mr. A. Balakrishnan. In accordance with the principle of retirement
of Directors by rotation, Mr.C.J.George retires at the ensuing Annual General Meeting and being eligible offers himself
for re-appointment.
Auditors
The auditors M/s. Varma & Varma, Chartered Accountants, Kochi retire at the end of ensuing Annual General Meeting,
being eligible offer themselves for re-appointment.
Conservation of Energy and Technology Absorption, etc.
The Company has nothing to report in respect of information on conservation of energy and technology absorption as
required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the
Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business.
There are no foreign exchange earnings and outgo during the year under report.
Personnel
None of the employees was covered by the provision of section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975.
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having :
a) followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material
departures, where applicable;
b) selected such accounting policies and applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the
financial year and of the profit of your Company for that period;
c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and
other irregularities; and
d) Prepared the Annual Accounts on a going concern basis.
93
th
13 ANNUAL REPORT
AUDITORS’ REPORT
The Members,
Geojit Financial Distribution Private Limited
Kochi.
1. We have audited the attached Balance Sheet of GEOJIT FINANCIAL DISTRIBUTION PRIVATE LIMITED, as at 31st
March 2007, the Profit and Loss Account and the Cash Flow Statement 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. The reporting requirements contained in the Companies (Auditors’ Report) Order, 2003 issued by the Government
of India in terms of Section 227 (4A) of the Companies Act, 1956, are not applicable to the company at this stage.
4. Further to the above, we report that:
i. 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;
ii. 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;
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement
with the books of accounts;
iv. In our opinion, the Balance Sheet, Profit and Loss Account 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;
v. On the basis of written representations received from directors as on 31st March, 2007 and taken on record by
the Board of Directors, we report that none of the directors is disqualified as on 31st March 2007, from being
appointed as a Director in terms of clause (g) of sub- section 1 of Section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts
read together with the accounting policies and notes attached thereto 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 31st March 2007;
ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
94
GEOJIT FINANCIAL DISTRIBUTION PRIVATE LIMITED
BALANCE SHEET AS AT 31st MARCH 2007
( (In Rupees)
p )
Sch As at As at
No. 31st March 2007 31st March 2006
SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 500,000 500,000
Reserves & Surplus 2 3,931,153 650,263
APPLICATION OF FUNDS
Fixed Assets
Gross Block 3 50,000 -
Less: Accumulated Depreciation 8,333 -
Net Block 41,667 -
1,874,138 969,380
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Financial Distribution Private Limited
95
th
13 ANNUAL REPORT
INCOME
Insurance Income (TDS - Rs. 1,602,602/- ) 6,158,193 986,195
Other Income 338,004 31,450
6,496,197 1,017,645
EXPENDITURE
Operating Expenses 10 1,443,598.00 -
Establishment & Other Expenses 11 32,476.00 27,024
Depreciation 8,333.00 -
1,484,407 27,024
Taxes on Income
-Current Tax 1,680,000 333,443
-Deferred Tax 2,000 -
-Income tax prior years 48,900 -
Schedules 10 to 11 and 12 form an integral part of the Profit & Loss account.
This is the Profit & Loss account referred to in our report of even date.
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Financial Distribution Private Limited
96
GEOJIT FINANCIAL DISTRIBUTION PRIVATE LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2007
(In Rupees)
2006-07 2005-06
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Financial Distribution Private Limited
97
th
13 ANNUAL REPORT
SCHEDULE - 1
SHARE CAPITAL
Authorised Capital
50,000 Equity Shares ( Previous year: 50,000) of Rs.10/- each 500,000 500,000
98
GEOJIT FINANCIAL DISTRIBUTION PRIVATE LIMITED
SCHEDULES ATTACHED TO AND FORMING PART OF BALANCE SHEET
I. Intangible Assets
Previous Year - - - - - - - - -
99
th
13 ANNUAL REPORT
SCHEDULE - 4
INVESTMENTS
a) Long Term Investments - At Cost
Quoted Non - Trade
Investments in units of Mutual Funds:-
SBI - Mutual Fund - Magnum Insta Cash Fund - Cash Option 400,000 400,000
27,523 (Previous year 27,523) units of SBI Mutual Funds. Net Asset Value of
quoted investments as on 31.03.2007 is Rs 462,966.68 (previous year -
Rs. 432,581.50)
a) Considered Good:
Outstanding for a period exceeding six months - -
Outstanding for a period less than six months 1,065,465 426,720
b) Considered Doubtful:
Outstanding for a period exceeding six months - -
Others - -
Less: Provision - -
1,065,465 426,720
SCHEDULE-6
CASH and BANK BALANCES:
Balances with scheduled banks:-
In Current Accounts 618,614 542,660
618,614 542,660
SCHEDULE - 7
Advances recoverable in cash or in kind
or for value to be received
Income Tax
Income/ Fringe Benefit Tax Advance 1,870,059 -
Less: Provision for Income Tax 1,680,000 -
190,059 -
100
GEOJIT FINANCIAL DISTRIBUTION PRIVATE LIMITED
SCHEDULES ATTACHED TO AND FORMING PART OF BALANCE SHEET
(In Rupees)
As at 31st March As at 31st March
2007 2006
SCHEDULE - 8
CURRENT LIABILITIES
Sundry Creditors -
- Holding Company - (Geojit Commodities Ltd) 5,123 -
- Co - Subsidiary (Geojit Technologies Private Ltd) 50,800 -
- Others (Other than SSI undertakings) 851,597 11,224
Other Liabilities 29,402 -
936,922 11,224
SCHEDULE - 9
PROVISIONS
Provision for Tax - 333,443
Less : Advance Income Tax Paid - 125,550
- 207,893
101
th
13 ANNUAL REPORT
SCHEDULE-10
OPERATING EXPENSES
102
GEOJIT FINANCIAL DISTRIBUTION PRIVATE LIMITED
SCHEDULES ATTACHED TO AND FORMING PART OF ACCOUNTS
FOR THE YEAR ENDED 31st MARCH 2007
SCHEDULE - 12
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
A. Basis of Accounting:
The financial statements are prepared under the historical cost convention on accrual basis in accordance with
the applicable Accounting Standards specified in Section 211 (3C) of the Companies Act 1956.
B. Use of Estimates:
The preparation of the financial statements in conformity with generally accepted accounting principles require
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities on the date of financial statements and reported amounts of income and
expenditure for the year. Actual results could differ from these estimates. Any revision in accounting estimates are
recognized in the period in which the results are known / materialized.
C. Revenue Recognition:
Commission income from insurance business is recognised on completion of policy formalities in all aspects
based on intimation from the principal.
D. Intangible Assets
E. Investments:
Investments are classified as long term or current based on their nature and intended holding period. Long-term
investments are carried at Cost. Provision is created for any permanent diminution in the value of these Investments.
Current Investments are valued at lower of Cost or Net Asset Value.
a) The provision for current income tax is based on the assessable profit as computed by the company in accordance
with the Income Tax Act, 1961.
b) Deferred Tax Liability/Asset is computed in accordance with Accounting Standard–22 issued by the Institute of
Chartered Accountants of India. Deferred Tax Assets are recognised and carried forward to the extent there is
reasonable / virtual certainty that sufficient future taxable income will be available against which such asset items
can be realized.
I) Nature of Relationship
a) Holding Company • Geojit Commodities Ltd
b) Subsidiary of Holding Company • Geojit Technologies Pvt Ltd
103
th
13 ANNUAL REPORT
B. Details of the transactions with above party during the year and balance outstanding as at 31.03.2007
Particulars Holding Company Subsidiary of Holding Company
Transactions during the year
2007 2006 2007 2006
Rs Rs Rs Rs
Expenses Reimbursed 5,123 NIL 50,800 NIL
Particulars Holding Company Subsidiary of Holding Company
Balances outstanding as at the year end
2007 2006 2007 2006
Rs Rs Rs Rs
Payable 5,123 NIL 50,800 NIL
4. The Company is engaged in the business of insurance agency in India, and has only a single reportable segment as
per AS – 17 “Segment Reporting” issued by Institute of Chartered Accountants of India.
5. Deferred tax liability (Net) as on 31.03.2007 represents: (In Rupees)
Particulars As at 31.03.2007 As at 31.03.2006
Deferred Tax Liabilities
Excess of net book value over written down value of
fixed assets as per the Income Tax Act,1961 2,000 NIL
6. The details of Earnings Per Share for the year ended 31st March 2007. (In Rupees)
Particulars For the Year Ended For the Year Ended
31st March 2007 31st March 2006
Profit after Tax for the year 3,280,890 657,178
Number of Equity shares
of Rs. 10/- (Rs. 10/-) each fully paid up 50,000 50,000
Earnings Per Share (Basic and Diluted) 65.62 13.14
104
8. As per the information available with the Management there are no dues exceeding 30 days to Small Scale Industrial
Undertaking as at the Balance Sheet Date.
9. There are no additional particulars to be disclosed in accordance with Part II to Schedule VI of the Companies’ Act,
1956.
10. Figures in the brackets represent figures for the previous year. Previous year’s figures have been regrouped wherever
necessary to suit current year’s layout.
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Financial Distribution Private Limited
Place : Kochi
Date : 18.05.2007
105
th
13 ANNUAL REPORT
SOURCES OF FUNDS
Paid up Capital 500.00
Reserves and Surplus 3,931.15
Secured Loans NIL
Deferred Income Tax liability 2.00
APPLICATION OF FUNDS
106
GEOJIT FINANCIAL MANAGEMENT SERVICES PRIVATE LIMITED
DIRECTORS REPORT
Your Directors have great pleasure in presenting the 3rd Directors’ Report of the Company together with the Audited
Annual Accounts for the Year ended March 31st 2007.
Financial Performance
The Company recorded a net loss of Rs.14,136/- during the period.
Board of Directors
The Board of Directors consists of Mr.C. J. George and Mr. A. Balakrishnan. In accordance with the principle of retirement
of Directors by rotation, Mr.C.J.George retires at the ensuing Annual General Meeting and being eligible offers himself
for re-appointment.
Auditors
The auditors M/s. Varma & Varma, Chartered Accountants, Kochi retire at the end of ensuing Annual General Meeting,
being eligible offer themselves for re-appointment.
Conservation of Energy and Technology Absorption, etc.
The Company has nothing to report in respect of information on conservation of energy and technology absorption as
required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the
Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business.
There are no foreign exchange earnings and outgo during the year under report.
Personnel
None of the employees was covered by the provision of section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975.
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having :
a) followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material
departures, where applicable;
b) selected such accounting policies and applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the
financial year and of the profit of your Company for that period;
c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and
other irregularities; and
d) Prepared the Annual Accounts on a going concern basis.
107
th
13 ANNUAL REPORT
AUDITORS’ REPORT
The Members,
Geojit Financial Management Services Private Limited
Kochi.
1. We have audited the attached Balance Sheet of GEOJIT FINANCIAL MANAGEMENT SERVICES PRIVATE LIMITED,
as at 31st March 2007, the Profit and Loss Account and the Cash Flow Statement 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. The reporting requirements contained in the Companies (Auditors’ Report) Order, 2003 issued by the Central
Government of India in terms of Section 227 (4A) of the Companies Act, 1956, are not applicable to the company at
this stage.
4. Further to the above, we report that:
i. 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;
ii. 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;
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement
with the books of accounts;
iv. In our opinion, the Balance Sheet, Profit and Loss Account 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;
v. On the basis of written representations received from directors as on 31st March, 2007 and taken on record by
the Board of Directors, we report that none of the directors is disqualified as on 31st March 2007, from being
appointed as a Director in terms of clause (g) of sub- section 1 of Section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts
read together with the accounting policies and notes attached thereto 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 31st March 2007;
ii. in the case of the Profit and Loss Account, of the loss for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
108
GEOJIT FINANCIAL MANAGEMENT SERVICES PRIVATE LIMITED
BALANCE SHEET AS ON 31st MARCH 2007
(In Rupees)
As at As at
Sch No.
31st March 2007 31st March 2006
SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 500,000 500,000
APPLICATION OF FUNDS
75,185 77,285
Miscellaneous Expenditure 5
(to the extent not written off / adjusted )
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Financial Management Services Pvt. Ltd
109
th
13 ANNUAL REPORT
INCOME
- -
EXPENDITURE
14,136 27,024
Taxes on Income
-Current Tax - -
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Financial Management Services Pvt. Ltd
110
GEOJIT FINANCIAL MANAGEMENT SERVICES PRIVATE LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2007
( (In Rupees)
p )
2006-07 2005-06
For Varma & Varma For and on behalf of the Board of Directors of
Chartered Accountants Geojit Financial Management Services Pvt. Ltd
111
th
13 ANNUAL REPORT
400,000 400,000
SCHEDULE - 3
112
GEOJIT FINANCIAL MANAGEMENT SERVICES PRIVATE LIMITED
SCHEDULES ATTACHED TO AND FORMING PART OF PROFIT AND LOSS ACCOUNT
( p Rupees)
(In )
For the year ended For the year ended
31st March 2007 31st March 2006
SCHEDULE-6
ESTABLISHMENT & OTHER EXPENSES
Office Expenses 2,200 1,800
Professional Charges 11,936 11,224
Preliminary Expense written off - 14,000
14,136 27,024
113
th
13 ANNUAL REPORT
B. Details of the transactions with above party during the year and balance outstanding as at 31.03.2007
Particulars Subsidiary of Holding Company
114
3. Professional charges include Audit fees for audit – Rs 10,000/- (Previous year Rs. 10,000/-)
4. The Company has not commenced any business activities and hence there are no reportable segments as per
Accounting Standard 17- “Segment Reporting” issued by Institute of Chartered Accountants of India.
5. The details of Earnings per Share for the year ended 31st March 2007.
6. As per the information available with the Management there are no dues exceeding 30 days to Small Scale Industrial
Undertaking as at the Balance Sheet Date.
7. There are no additional particulars to be disclosed in accordance with Part II to Schedule VI of the Companies’ Act,
1956.
8. Figures in the brackets represent figures for the previous year. Previous year’s figures have been regrouped wherever
necessary to suit current year’s layout.
For and on behalf of the Board of Directors of For Varma & Varma
Geojit Financial Management Services Pvt. Ltd Chartered Accountants
Place: Kochi
Date : 18.05.2007
115
th
13 ANNUAL REPORT
SOURCES OF FUNDS
Paid up Capital 500.00
Reserves and Surplus NIL
Secured Loans NIL
Deferred Income Tax liability
APPLICATION OF FUNDS
116
SIGMA SYSTEMS INTERNATIONAL F.Z. L.L.C.
DIRECTORS REPORT
Your Directors have pleasure in presenting the Directors’ Report and Unaudited financial statements for the Year ended
March 31st 2007.
Performance
The Company recorded a net loss of Rs.2.63 Lacs during the period.
Board of Directors
The Board of Directors consists of Mr.C. J. George and Mr. A. Balakrishnan.
Auditors
Since the volume of operations are not material, the Company has decided not to appoint any auditor for the financial
year 2006-07 as permitted by the local regulations in U.A.E. The unaudited financial statements presented were duly
certified by the Board.
117
th
13 ANNUAL REPORT
SOURCES OF FUNDS
Shareholders' Funds
Equity Share Capital 1 860,475 -
Reserves & Surplus 2 (13,227) -
TOTAL 847,248 -
APPLICATION OF FUNDS
Fixed Assets 3
Gross Block 186,915 -
Less: Accumulated Depreciation 8,215 -
Net Block 178,700 -
Less:
Current Liabilities & Provisions
Current Liabilities 5 516,257 -
516,257 -
TOTAL 847,248 -
118
SIGMA SYSTEMS INTERNATIONAL FZ L.L.C.
PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31st MARCH 2007
( (In )Rupees)
INCOME
Software Income 94,160 -
94,160 -
EXPENDITURE
Establishment and Other Expenses 7 349,823 -
Depreciation 8,215 -
358,038 -
Taxes on income - -
119
th
13 ANNUAL REPORT
SCHEDULE-1
Authorised Capital
70 equity shares of AED 1,000 each 860,475 -
860,475 -
SCHEDULE-2
120
SIGMA SYSTEMS INTERNATIONAL FZ L.L.C.
SCHEDULES ATTACHED TO AND FORMING PART OF BALANCE SHEET
Schedule 3: Fixed Assets
(In
( Rupees)
)
Description GROSS BLOCK AT COST DEPRECIATION NET BLOCK
121
th
13 ANNUAL REPORT
SCHEDULE-5
Sundry Creditors
SCHEDULE-6
122
SIGMA SYSTEMS INTERNATIONAL FZ L.L.C.
SCHEDULES ATTACHED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT
( (In) Rupees)
For the period ended For the period ended
31st March,2007 31st March,2006
SCHEDULE-7
Rent 181,623 -
Bank Charges 4,975 -
License Fee 6,191 -
Office Expenses 1,577 -
Travel and Conveyance 27,364 -
Visa Charges 128,093 -
349,823 -
123
th
13 ANNUAL REPORT
SOURCES OF FUNDS
Paid up Capital 860.48
Reserves and Surplus (13.22)
Secured Loans NIL
Deferred Income Tax liability NIL
APPLICATION OF FUNDS
124
1010.77
AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
1. We have audited the attached Consolidated Balance Sheet of Geojit Financial Services Limited (“the Company”)
and its subsidiaries (the Company and its subsidiaries constitute “the Group”) as at 31st March 2007, and also the
Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date,
both 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 the auditing standards generally accepted in India. These 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. The consolidated financial statements includes the un-audited financial statements of a foreign subsidiary, which
reflect total assets of Rs.352,739/- as at 31st March, 2007, total revenues of Rs.94,160/-, and cash flows of Rs.60,411/
- for the year then ended. In the opinion of the management, the assets, revenues and cash flows of the subsidiary
does not have a material impact on the consolidated financial statements.
4. We did not audit the financial statements of the subsidiaries, the associate and the joint venture, whose financial
statements reflect total assets of Rs.575,772,169/-, Rs.527,141,653/- and Rs.179,461,464/- respectively as at 31st
March 2007, total revenues of Rs.265,259,660/-, Rs.30,036,412/- and Rs.181,022,937/- respectively and cash
flows of Rs.42,516,072/-, Rs.4,374,547/- and Rs.21,371,434/- respectively for the year then ended. These financial
statements and other financial information, except that of the subsidiary referred to paragraph 3 above, have been
audited by other auditors, whose reports have been furnished to us, and our opinion, in so far as it relates to the
amounts included in respect of these subsidiaries, associate and joint venture, is based solely on the report of the
other auditors.
5. Subject to our remark in paragraph 3 above:
(i) We report that the Consolidated Financial Statements have been prepared in accordance with the requirements
of Accounting Standard (AS) 21, ‘Consolidated Financial Statements’, Accounting Standard (AS) 23, ‘Accounting
for Investments in Associates in Consolidated Financial Statements’ and Accounting Standard (AS) 27, ‘Financial
Reporting of Interests in Joint Ventures’ issued by The Institute of Chartered Accountants of India, and on the
basis of the separate audited/un-audited financial statements of the Company and its subsidiaries, associate
and joint venture;
(ii) On the basis of the information, and according to the explanations given to us, and on consideration of the
separate audit reports on the financial statements of the Company, its subsidiaries, associate and joint venture,
in our opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting
principles generally accepted in India:
(a) in the case of the consolidated balance sheet, of the state of affairs of the Group as at 31st March 2007;
(b) in the case of the consolidated profit and loss account, of the profit of the Group for the year ended on that
date; and
(c) in the case of the consolidated cash flow statement, of the cash flows of the Group for the year ended on that
date.
For DELOITTE HASKINS & SELLS
Chartered Accountants
M. Ramachandran
Place : Kochi Partner
Date : 21.05.2007 Membership No. 16399
125
th
13 ANNUAL REPORT
SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 208,990,870 152,186,000
Monies pending allotment (Note 4 of Schedule 20) 85,370,362 -
Employee Stock Options Outstanding 2 4,345,987 284,591
Reserves & Surplus 3 1,907,736,977 333,049,560
2,206,444,196 485,520,151
2,230,570,418 504,163,583
APPLICATION OF FUNDS
Fixed Assets 4
Gross Block 396,339,752 321,515,832
Less : Depreciation 143,136,653 101,334,471
Net Block 253,203,099 220,181,361
2,230,570,418 504,163,583
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
126
GEOJIT FINANCIAL SERVICES LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH 2007
(In Rupees)
p
For the year ended For the year ended
Particulars Sch No.
31st March 2007 31st March 2006
INCOME
Income from operations 14 1,312,448,249 1,010,272,144
Sale of Commodities (Own Trade) 11,638,659 -
Trading in Commodities for Clients:
Sales 1,706,326,987 1,056,942,626
Add: Closing Inventory - 972,930
1,706,326,987 1,056,119,006
Less:Purchases 1,705,354,057 1,796,550
Less: Opening Inventory 972,930 - -
Stock differential 11,250,000 -
Other income 15 25,728,510 9,334,157
1,361,065,418 1,019,606,301
EXPENDITURE
Purchase of Commodities (Own trade) 23,160,901 23,072
Payments to and provision for employees 16 287,670,680 194,142,211
Operating expenses 17 391,883,216 281,181,196
Establishment & Other expenses 18 226,295,177 173,720,298
Interest 19 2,328,540 116,306
Depreciation / Amortisation 4 51,853,503 39,088,915
Preliminary expenses written off 13 - 186,595
983,192,017 688,458,593
PROFIT BEFORE TAX 377,873,401 331,147,708
Provision for tax - Current 123,016,100 99,333,443
- Deferred 5,482,790 5,225,730
- Fringe benefit 3,056,400 2,327,000
- Earlier years 2,262,309 -
PROFIT AFTER TAX 244,055,802 224,261,535
Add: Share of profit in Associate 8,086,374 2,808,414
TOTAL PROFIT AFTER TAX 252,142,176 227,069,949
Balance brought forward from previous year 241,285,051 104,652,290
Foreign exchange translation adjustment 637,849 (7,092)
PROFIT AVAILABLE FOR APPROPRIATION 494,065,076 331,715,147
APPROPRIATIONS:
Transfer to General Reserve 25,655,000 18,444,000
Interim Dividend on Equity Share Capital 60,874,400 26,632,550
Proposed Dividend on Equity Share Capital - 34,241,850
Dividend Tax Thereon 11,342,635 8,537,634
Transfer to Statutory Reserve - Share in Joint Venture 1,841,135 1,725,540
Share of profit to Co-venturer 702,315 848,522
100,415,485 90,430,096
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
127
th
13 ANNUAL REPORT
128
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
(In Rupees)
p
As at As at
31st March 2007 31st March 2006
Schedule 1: Share Capital
Authorised
Securities Premium
General Reserve
As per last Balance Sheet 27,443,652 8,999,652
Add: Transfer from Profit and Loss Account 25,655,000 18,444,000
53,098,652 27,443,652
1,907,736,977 333,049,560
129
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2007
130
13
Schedule 4: Fixed Assets
th
(In Rupees)
p
Gross Block Depreciation/Amortisation Net Block
Particulars As at 31st Additions/ As at 31st Upto 31st Upto 31 st As at 31st As at 31st
Deletions For the Year Deletions
March 2006 Adjustments March 2007 March 2006 March 2007 March 2007 March 2006
ANNUAL REPORT
Tangible Assets:
Land 6,057,336 - - 6,057,336 - - - - 6,057,336 6,057,336
6,057,336 - - 6,057,336 - - - - 6,057,336 6,057,336
Improvements to leasehold premises 35,900,267 11,059,672 - 46,959,939 13,123,466 7,548,699 - 20,672,165 26,287,774 22,776,801
21,867,564 14,648,414 615,711 35,900,267 8,236,717 5,390,849 504,098 13,123,466 22,776,801 13,630,847
Electrical equipments 10,601,931 1,309,561 2,621 11,908,871 2,842,310 768,705 2,618 3,608,397 8,300,474 7,759,621
8,562,542 2,127,644 88,255 10,601,931 2,064,865 804,238 26,793 2,842,310 7,759,621 6,497,677
Office equipments 34,303,235 13,965,395 564,826 47,703,804 6,571,870 2,815,036 151,881 9,235,025 38,468,779 27,731,365
18,427,708 16,399,527 524,000 34,303,235 5,086,340 1,620,250 134,720 6,571,870 27,731,365 13,341,368
Furniture & Fittings 19,359,472 8,375,235 119,658 27,615,049 11,239,417 3,697,915 98,626 14,838,706 12,776,343 8,120,055
11,694,267 7,738,394 73,189 19,359,472 7,456,650 3,850,118 67,351 11,239,417 8,120,055 4,237,617
Computers & Accessories 112,950,061 35,201,555 10,535,518 137,616,098 32,897,776 21,194,727 9,625,098 44,467,405 93,148,693 80,052,285
83,587,555 46,987,468 17,624,962 112,950,061 32,497,535 16,894,363 16,494,122 32,897,776 80,052,285 51,090,020
VSAT equipments 12,746,695 2,171,989 - 14,918,684 2,929,806 3,014,841 - 5,944,647 8,974,037 9,816,889
5,696,180 7,050,515 - 12,746,695 1,160,240 1,769,566 - 2,929,806 9,816,889 4,535,940
Vehicles 4,092,592 3,414,764 1,235,647 6,271,709 825,299 454,179 328,680 950,798 5,320,911 3,267,293
4,084,697 7,895 - 4,092,592 435,715 389,584 - 825,299 3,267,293 3,648,982
Intangible Assets:
Computer softwares 48,282,753 14,469,876 - 62,752,629 12,621,653 9,313,935 - 21,935,588 40,817,041 35,661,100
20,634,769 27,647,984 - 48,282,753 6,703,974 5,917,679 - 12,621,653 35,661,100 13,930,795
Membership rights in Stock Exchanges 23,861,801 - - 23,861,801 15,691,381 1,910,621 - 17,602,002 6,259,799 8,170,420
23,861,801 - - 23,861,801 13,949,510 1,741,871 - 15,691,381 8,170,420 9,912,291
310,206,093 89,968,047 12,458,270 387,715,870 98,939,079 50,752,072 10,206,903 139,484,246 248,231,624 211,267,016
Share in Joint Venture (Note E of Sch 20) 4,834,942 867,872 # - 5,702,814 2,395,392 1,101,431 (155,584) # 3,652,407 2,050,407 2,439,550
2,384,687 2,461,622 11,367 4,834,942 1,663,394 676,983 (55,015) 2,395,392 2,439,550 721,293
Grand Total 321,515,832 95,810,607 20,986,687 396,339,752 101,334,471 51,853,503 10,051,319 143,136,653 253,203,099 220,181,363
Previous Year 213,094,985 131,544,260 23,123,413 321,515,832 79,417,625 39,088,915 17,172,069 101,334,469 220,181,363 133,677,360
Unquoted, non-trade
In Associate Company:-
50,606,120 equity shares of Rs.2/- each, fully paid-up, in Geojit
Credits Private Limited 112,148,308 104,061,934
In others:-
400 'C' class shares of Rs.500/- each in Muvattupuzha Co-operative
Super Speciality Hospital Limited 200,000 200,000
5 shares of Rs.10,000/- each in First Commodities Exchange of India Ltd. 75,000 75,000
82,568 units of Rs.10/- each in SBI Mutual Fund - Magnum Insta-cash Fund 1,200,000 1,200,000
10,000 equity shares of Re.1/- each, fully paid up, in Bombay Stock
Exchange Ltd. 10,000 10,000
100 equity shares of Rs.10/- each, fully paid up, in Cochin Stock
Exchange Ltd. 1,000 1,000
113,634,308 105,547,934
Current Investments - At lower of cost and net asset / fair value
Unquoted, non-trade
In Mutual Funds & Government Securities 299,503,615 12,774,761
413,137,923 118,322,695
Aggregate cost of unquoted investments 413,137,923 118,322,695
Aggregate net asset / market value of mutual fund investments 301,188,180 14,096,475
Schedule 6: Inventories
Considered good
Client balances outstanding for a period exceeding six months 23,697,627 10,334,497
Other Client balances 207,192,725 182,092,130
Client balances - Margin Funding Loan Receivable (Secured) 65,166,838 24,347,372
Dues from Stock Exchanges 106,292,611 123,885,313
402,349,801 340,659,312
Considered Doubtful
Client balances outstanding for a period exceeding six months 13,688,094 11,523,507
Other Client balances 1,824,325 3,121,462
15,512,419 14,644,969
Less: Provision for doubtful debts 15,512,419 14,644,969
- -
Share in Joint Venture (Net) (Note E of Schedule 20) 6,176,070 11,639,933
408,525,871 352,299,245
131
th
13 ANNUAL REPORT
Particulars As at As at
31st March 2007 31st March 2006
Schedule 8: Cash & Bank Balances
132
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
(In Rupees)
As at As at
Particulars
31st March 2007 31st March 2006
Sundry Creditors:
- Clients 1,389,832,865 1,308,299,488
- Stock/Commodity Exchanges 20,834,400 3,352,533
- Others 80,040,200 80,302,933
Security deposit from Business Associates 18,756,433 19,983,265
Statutory liabilities 10,276,591 11,835,559
Investor Education & Protection Fund shall be credited by the
following amount:
- Unpaid dividend 2,133,895 1,129,392
Other liabilities 12,000,721 6,432,489
Overdrawn Scheduled Bank Current Accounts 16,697,021 5,541,782
133
th
13 ANNUAL REPORT
134
GEOJIT FINANCIAL SERVICES LIMITED
SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2007
(In Rupees)
p
For the year ended For the year ended
Particulars
31st March 2007 31st March 2006
135
th
13 ANNUAL REPORT
SCHEDULE 20:
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
A. Principles of Consolidation
The Consolidated Financial Statements of Geojit Financial Services Limited Group (hereinafter referred to as “the
Group”) have been prepared in accordance with Accounting Standard 21 (AS 21) “Consolidated Financial
Statements”, Accounting Standard 23 (AS 23) “Accounting for Investments in Associates in Consolidated Financial
Statements” and Accounting Standard 27 (AS 27) “Financial Reporting of Interests in Joint Ventures” issued by The
Institute of Chartered Accountants of India (“ICAI”).
The financial statements of the subsidiaries, associate and joint venture used in the consolidation are drawn upto
the same reporting dates as that of the Company, viz., 31st March 2007.
The consolidated financial statements have been prepared applying uniform accounting policies for like transactions
and events in similar circumstances and appropriate adjustments are made if the differences in accounting policies
have a material impact.
The financial statements of the Company and its subsidiaries have been combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, incomes and expenses, after fully eliminating
intra-group balances and transactions resulting in unrealized profit / loss. The company’s investment in an associate
company has been accounted under Equity Method, which requires the investment to be initially recorded at cost
identifying any goodwill/capital reserve arising at the time of acquisition and the carrying amount is increased or
decreased to recognize the investor’s share in the profits / losses of the investee after the date of acquisition.
Distributions received from the investor are reduced from the carrying amount of investment. The interest of the
Company in a jointly controlled entity has been consolidated under proportionate consolidation method, which
requires the venturer’s share of assets and liabilities, and incomes and expenses in such entities to be included in
the Consolidated Balance Sheet and Consolidated Profit and Loss Account respectively as separate line items.
The excess of cost of investment over the Company’s share in the net assets of a subsidiary, associate or jointly
controlled entity at the date on which investment is made is recognised as ‘goodwill’ and the excess of Company’s
share in the net assets of a subsidiary or jointly controlled entity over the cost of investment at the date on which
investment is made is recognised as ‘capital reserve’, as the case may be, and is separately disclosed in the
consolidated financial statements.
Basis of Preparation
The financial statements are prepared under the historical cost convention using accrual basis of accounting and
in accordance with the Accounting Standards issued by The Institute of Chartered Accountants of India, specified in
Section 211 (3C) of the Companies Act, 1956.
Use of Estimates
The preparation of the financial statements in conformity with the accounting standards generally accepted in India
requires, the management to make estimates that affect the reported amount of assets and liabilities, disclosure of
contingent liabilities as at the date of the financial statement and reported amounts of revenues and expenses for
the year. Actual results could differ from these estimates.
136
Fixed Assets and Depreciation
Fixed assets are stated at cost less accumulated depreciation. Cost includes cost of purchase and other costs attributable
to bringing the assets to working condition for intended use.
Improvements to leased office premises are depreciated over a period of 5 years irrespective of the lease period, on the
assumption that lease agreements will be renewed and the premises will be occupied for a minimum period of five
years. If the premises are vacated before the expiry of five-year period, the un-amortised leasehold improvement costs
are fully written off in the year of vacation. V-Sat equipments are depreciated over a period of 5 years. Depreciation on
all other fixed assets is provided under the Straight Line Method (SLM) at the rates specified in Schedule XIV of the
Companies Act, 1956.
Additions to fixed assets are depreciated from the date of addition and deletions are depreciated upto the date of sale,
on pro-rata basis.
Stock Exchange membership rights and computer software are considered as intangible assets. Stock Exchange
membership rights are amortized over a period of 10 years and computer software are amortised over a period of 6
years.
Investments
Investments are classified as long-term or current based on their nature and intended holding period. Long-term
investments are stated at cost and provision is made only if the diminution in value is permanent. Current investments
are stated at lower of cost and market value / net asset value.
Inventories
Inventory of Commodities as at the year-end is valued at cost (on the basis of specific identification method) or net
realizable value.
Income
Brokerage income is recognized on the trade date of transaction, upon confirmation of the transactions by stock /
commodity exchanges and clients. Depository and portfolio management service incomes are recognised on the basis
of agreements entered into with clients. Commission income from financial products distribution is recognised on the
basis of agreement entered with principals and when the right to receive the income is established. Dividend income is
recognised when the right to receive the income is established. Software development revenue is recognised on
completion of different stages of software development.
Retirement Benefits
The Company’s contributions to provident and family pension funds, which are defined contribution schemes, are
charged to Profit and Loss Account of the period to which they relate.
The Company also provides gratuity benefit to its employees, which is in the nature of defined benefit scheme. The
liability for gratuity is funded with Life Insurance Corporation of India and the annual contributions are charged to Profit
and Loss Account. At each balance sheet date, the Company obtains an actuarial valuation from the said Corporation
and the shortfall, if any, in the fund balance on that date is also charged to Profit and Loss Account.
Leave Encashment
Leave encashment liability, as at the balance sheet date, is determined and accounted on the basis of leave to the credit
of the employees as per the leave encashment policy of the Company.
137
th
13 ANNUAL REPORT
Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the period under the
provisions of the Income Tax Act, 1961.
Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference
between taxable income and accounting income that originate in one period and are capable of reversal in one or
more subsequent periods. Deferred tax assets are recognised and carried forward only to the extent there is
reasonable certainty that sufficient future taxable income will be available against which such asset items can be
realised.
Derivative Instruments
The Company uses commodity futures contracts to hedge the risk of movement in commodity prices. The Company
recognizes gain / loss on commodity futures contracts used as hedge, on settlement of such contracts.
Provisions
A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow
of resources will be required to settle the obligation and in respect of which reliable estimate can be made. Provision
is not discounted to its present value and is determined based on the best estimate required to settle the obligation
at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the best current
estimate.
Employee Stock Option
The employee share based compensation cost under the Employee Stock Option Scheme is accounted under the
intrinsic value method. Under the intrinsic value method, the difference between the market price of the share on the
grant date or as near thereto and exercise price is considered as intrinsic value of options and amortised on
straight-line basis over the vesting period as employee share based compensation cost.
Securities Issue Expenses
Equity share issue expenses are adjusted against Securities Premium.
Share in
Names of Subsidiary Country of
ownership & Shares held by
Companies incorporation
voting power
2006-07 2005-06
Geojit Commodities Ltd India 100 % 100% Geojit Financial Services Ltd
Geojit Technologies Pvt Ltd India 100 % 100% Geojit Commodities Ltd
Geojit Financial
Distribution Pvt Ltd. India 100 % 100% Geojit Commodities Ltd
Sigma Systems
International FZ LLC United Arab Emirates 100% - Geojit Technologies Pvt Ltd
Name of Associate Company Country of incorporation Share in ownership & voting power
2006-07 2005-06
138
E. Details of Joint Venture included in the consolidated financial statements:
Name of Joint Venture Country of incorporation Share in ownership & voting power
2006-07 2005-06
(b) The Company’s interest in the joint venture is reported as long-term investment and stated at cost in the
standalone financial statements. The Company’s share in the assets and liabilities as at the Balance Sheet date
and in the incomes and expenses, after elimination of the effect of transactions between the Company and the
joint venture, for the year is as follows:
Particulars 2006-07(Rs.) 2005-06(Rs.)
ASSETS
LIABILITIES
INCOME
EXPENDITURE
CONTINGENT LIABILITY
139
th
13 ANNUAL REPORT
(c) The joint venture company, Barjeel Geojit Securities LLC (‘Barjeel Geojit’), has entered into a joint venture agreement
with Global Financial Investments S.A.O.G., Muscat, Sultanate of Oman, on 20th July 2004, wherein Barjeel Geojit
has 65% interest. The Profit and Loss Account of Barjeel Geojit includes the results of operation of the said joint
venture. The “Share of profit to Co-venturer” in the Profit and Loss Account represents the 35% interest of Global
Financial Investments S.A.O.G. in the results of operation of the said joint venture during the year.
(d) The Company has adopted the revised Accounting Standard 11, “The Effects of Changes in Foreign Exchange
Rates” issued by The Institute of Chartered Accountants of India for consolidating its interest in the joint venture. As
required by the Standard, the exchange gain / loss on translation of financial statements of the joint venture for the
purpose of consolidation is taken to Foreign Currency Translation Reserve and disclosed separately in the
Consolidated Balance Sheet.
F. Notes on Accounts
1. Contingent Liability:
Particulars As at 31.03.2007 As at 31.03.2006
(Rs.) (Rs.)
2. The Shareholders of the Company, at the Extra-ordinary General Meeting held on 22nd November, 2006, authorized
the Board of Directors to allot equity shares of face value Re.1/- each on preferential basis to BNP Paribas S.A. as
follows:
Name of the Allottee No. of Shares Price per Share (Rs.) Amount (Rs.)
3. Utilisation of the proceeds from the allotment of equity shares to BNP Paribas S.A. on preferential basis during the
year is as follows:
Total 1,476,926,620
Total 1,375,000,000
140
4. The Shareholders of the Company, at the Extra-ordinary General Meeting held on 22nd November, 2006, authorized
the Board of Directors to allot 22,826,300 warrants to BNP Paribas S.A. on preferential basis. Each warrant entitles
the holder to subscribe for and be allotted one equity share of Re.1/- each, fully paid, at a price of Rs.26/- per share.
The warrants were allotted on 13th March 2007 and are convertible at the sole option of the warrant holder at any
time within a period of 18 months from that date. The Company has received Rs. 85,370,362/- as warrant application
money @ Rs. 3.74 per warrant, of which Rs. 85,300,000/- is kept in fixed deposits with banks and the balance of Rs.
70,362/- in warrant application bank account as on 31st March 2007.This is disclosed as ‘Monies Pending Allotment’
in the Balance Sheet.
5. (a) The Company introduced Employee Stock Option Plan-2005 (ESOP-2005) during 2005-06, under which options
for 6,989,400 equity shares of Re. 1/- each were granted to eligible permanent employees and non-executive
directors, including independent directors but excluding promoters, of the Company and its Subsidiaries. The
scheme was approved by the Shareholders at the Extra-ordinary General Meeting held on 7th March 2006 and
by the Compensation Committee of Directors on 7th March 2006. The options will vest over a period of 4 years
from the date of grant, viz., 7th March 2006, as follows:
End of Year Date of Vesting % of options granted
th
II 7 March 2008 30%
th
III 7 March 2009 30%
IV 7th March 2010 40%
The exercise period commences from the date of vesting and will expire not later than 5 years from the date of grant,
viz., 7th March 2011. The exercise price has been computed by giving discounts, based on the grade and number of
years of service rendered by the employees and directors, to the market price on the date prior to grant date. The
equity shares allotted against options exercised will be under lock-in for a period of one year from the date of
allotment.
The Company adopts intrinsic value method for accounting employee share based compensation cost. Under the
intrinsic value method, the difference between market price of the share on the grant date or as near thereto and
exercise price is considered as intrinsic value of options and amortised on straight-line basis over the vesting
period as employee share based compensation cost.
The intrinsic value of 6,989,400 options granted by the Company (i.e., the difference between market price on date
of grant and exercise price), to be amortised on straight-line basis over the vesting period of four years net of
expected forfeiture @ 6% per annum, is Rs.11,291,028/- and the proportionate amount amortised during the year
is Rs.4,061,396/-. The additional charge on the Profit and Loss Account and Earnings Per Share for the year, had the
Company followed Fair Value Method of accounting for ESOP compensation cost, is Rs.10,965,594/- and Rs. (0.07)
respectively.
(b) Further disclosures on ESOP-2005 are given below:
(i) Grantee-wise details of ESOPs granted:
Contractual life:
30% of 6,989,400 2 years 2 years 2 years
30% of 6,989,400 3 years 3 years 3 years
40% of 6,989,400 4 years 4 years 4 years
Vesting conditions Continuation in the services of the Company and such other conditions
as may be formulated by the Compensation Committee from time to time.
141
th
13 ANNUAL REPORT
No. of options
outstanding at year
beginning 300,000 18.86 2,599,400 17.75 4,090,000 17.94
No. of options
outstanding at year end 300,000 18.86 2,157,900 17.75 3,942,000 17.94
No. of options
exercisable at year end 300,000 18.86 2,157,900 17.75 3,942,000 17.94
(c) The estimated fair values of each stock option are as follows:
Class of Grantees Weighted Average Fair Values (Rs.)
Directors 6.25
The fair values were calculated using Black-Scholes Options Pricing Model. The model inputs were the share price
at grant date of Rs. 19.86, weighted average exercise price as per (b) above, volatility in the market price (of the
Company’s share over the one year prior to the date of grant) of 199% (computed with reference to the one year high
and low of the market price), expected dividends (weighted average of past three years including year of grant) of
35%, contractual life of two to four years, as the case may be, and a risk-free interest rate of 6%. It is assumed that
employees would exercise the options immediately on vesting. The historical volatility, including the early years of
the Company’s life, is higher than the volatility of 199% considered above and the Company expects the volatility of
its share price to reduce as it matures.
6. The Company’s operations predominantly relate to one segment, viz., stock / commodity broking, and depository
services, which constitutes more than 82% of the total revenues / results / assets of all segments combined. Other
activities, which are incidental to the main business of stock / commodity broking, and depository services, do not
individually constitute 10% or more of the total revenues or results or assets of the Company. Therefore, separate
business segment information is not disclosed. Besides, the Company’s operations are located only in India and
hence, separate secondary geographical segment information is not disclosed.
142
II) Transactions with Related Parties during the year and balance outstanding at the end of the year:
(In Rupees)
Nature of transaction Key Management Relatives of Key
Personnel Management Personnel
Note: No amounts pertaining to Related Parties were written off or written back during the year.
9. Components of Deferred Tax Liability (Net) shown in the Consolidated Balance Sheet is as follows: (In Rupees)
Particulars As at 31.03.2006 For the year As at 31.03.2007
Liability Items:
Asset Items:
Provision for bad & doubtful debts / advances (5,083,831) 718,410 (4,365,421)
143
th
13 ANNUAL REPORT
In accordance with the accounting policy followed, the gain/ loss arising from the above hedge contracts will be
recognized only on settlement of the contracts. Accordingly, the mark to market loss on the above contracts as on
31.03.2007 of Rs.18.92 lakhs, which will get adjusted on settlement of the above contracts, is carried over under
Loans & Advances in Balance Sheet.
11. Previous year’s figures have been regrouped / reclassified / recast wherever necessary to conform to current year’s
classification.
Signatures to Schedules 1 to 20
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
144