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Geojit Financial Services Ltd.

BSE: 532285 Sector: Financials
NSE: GEOJITFSL ISIN Code: INE007B01023
BSE LIVE 15:40 | 17 Nov 119.55 -3.10
(-2.53%)
OPEN

125.00

HIGH

126.95

LOW

118.00

NSE 15:59 | 17 Nov 119.00 -3.30
(-2.70%)
OPEN

123.90

HIGH

127.20

LOW

118.00

OPEN 125.00
PREVIOUS CLOSE 122.65
VOLUME 53481
52-Week high 147.00
52-Week low 34.10
P/E 52.90
Mkt Cap.(Rs cr) 2,841
Buy Price 0.00
Buy Qty 0.00
Sell Price 119.55
Sell Qty 100.00
OPEN 125.00
CLOSE 122.65
VOLUME 53481
52-Week high 147.00
52-Week low 34.10
P/E 52.90
Mkt Cap.(Rs cr) 2,841
Buy Price 0.00
Buy Qty 0.00
Sell Price 119.55
Sell Qty 100.00

Geojit Financial Services Ltd. (GEOJITFSL) - Auditors Report

Company auditors report

To the Members of Geojit Financial Services Limited

(formerly known as Geojit BNP Paribas Financial Services Limited)

Report on the standalone financial statements

We have audited the accompanying standalone financial statements of Geojit FinancialServices Limited (formerly known as Geojit BNP Paribas Financial Services Limited) (the"Company") which comprise the Balance Sheet as at 31 March 2017 the Statementof Profit and Loss and the Cash Flow Statement for the year then ended and a summary ofsignificant accounting policies and other explanatory information.

Management's responsibility for the standalone financial statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2017 and its profits and its cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified in theparagraph 3 and 4 of the Order to the extent applicable.

2. As required by Section 143 (3) of the Act we report that:

(a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion proper books of account as required by law

have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

(e) on the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; and

(g) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financialposition in its financial

statements - Refer Note 28(i) to the standalone financial statements;

ii. the Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company; and

iv. the Company has provided requisite disclosures in the standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016. Based on audit procedures and relying on themanagement representation we report that the disclosures are in accordance with books ofaccount maintained by the Company and as produced to us by the Management - Refer Note 43to the standalone financial statements.

for B S R & Associates LLP

Chartered Accountants Firm registration number: 116231W/W-100024

N Sampath Ganesh

Mumbai Partner

26 May 2017 Membership No: 042554

Annexure A to the Independent Auditor's Report

The Annexure referred to in our Independent Auditor's Report to the members of theCompany on the standalone financial statements for the year ended 31 March 2017 we reportthat:

(i) (a) The Company has maintained proper records showing full

particulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The Company is a service company primarily rendering financial services.Accordingly paragraph 3 (ii) of the Order is not applicable.

(iii) The Company has granted a loan to one of it's subsidiary covered in the registermaintained under section 189 of the Companies Act 2013 ('the Act').

(a) In our opinion the rate of interest and other terms and conditions

on which the loan had been granted to the subsidiary covered in the register maintainedunder Section 189 of the Act was not prima facie prejudicial to the interest of theCompany.

(b) In the case of the loan granted to the subsidiary covered in the registermaintained under Section 189 of the Act the borrower has been regular in the payment ofthe principal and interest as stipulated.

(c) There are no overdue amounts in respect of the loan granted to the subsidiary.

(iv) In our opinion and according to the information and explanations

given to us and based on the legal opinion obtained by the management the Company hascomplied with the provisions of section 185 and 186 of the Act with respect to the loansguarantees given and investments made as applicable to the Company.

In our opinion and according to the information and explanations given to us theCompany has not accepted deposits falling under the directives issued by the Reserve Bankof India and the provisions of Sections 73 to 76 or any other relevant provisions of theCompanies Act and the rules framed thereunder.

>i) The Central Government has not prescribed the maintenance of

cost records under section 148 of the Companies Act 2013 for any of the servicesrendered by the Company.

A/ii) (a) According to the information and explanations given to us

and on the basis of our examination of the records of the Company amounts deducted/accrued in the books of account in respect of undisputed statutory dues includingprovident fund employees' state insurance income-tax service tax and other materialstatutory dues have been regularly deposited during the year by the Company with theappropriate authorities. As explained to us the Company did not have any dues on accountof sales tax duty of customs duty of excise value added tax and cess.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income tax service taxand other material statutory dues were in arrears as at 31 March 2017 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us the following dues ofincome tax and service tax have not been deposited by the Company on account of disputes:

Name of the statute Nature of dues Amount (in ') Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 2573221

(2573221)*

2000-01 Honorable High Court of Kerala
Income Tax Act 1961 Income Tax 1033321

(1033321)*

2001-02 Honorable High Court of Kerala

 

Name of the statute nature of dues Amount (in ') period to which the amount relates Forum where dispute is pending
Income tax Act 1961 Income tax 909450

(909450)*

2002-03 Assistant Commissioner of Income tax
Income tax Act 1961 Income tax 1516840

(1516840)*

2007-08 Commissioner of Income tax (Appeals) Kochi
Income tax Act 1961 Income tax 2800120

(1623570)*

2008-09 Commissioner of Income tax (Appeals) Kochi
Income tax Act 1961 Income tax 72056240 2009-10 Commissioner of Income tax (Appeals) Kochi
Income tax Act 1961 Income tax 2093220 2010-11 Commissioner of Income tax (Appeals) Kochi
Finance Act 1994 Service tax Interest & penalty 448298 2003-04 Customs Excise and Service tax Appellate tribunal Bangalore
Finance Act 1994 Service tax & penalty 4714293 April 2008 to June 2012 Commissioner of Central excise (Appeals) Kochi
Finance Act 1994 Service tax & penalty 1095232 2009-10 Commissioner of Central excise (Appeals) Kochi
Finance Act 1994 Service tax & penalty 813065 2010-11 Commissioner of Central excise (Appeals) Kochi
Finance Act 1994 Service tax & penalty 355754 2013-14 Commissioner of Central excise (Appeals) Kochi

* This amount represents the payment made under protest.

(viii) According to the information and explanations given to us the Company does nothave any term loans from banks. the Company did not have any outstanding debentures anddues to financial institutions during the year. Accordingly paragraph 3(viii) of theorder is not applicable.

(ix) the Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) or term loans. Accordingly paragraph 3(ix) ofthe order is not applicable.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe year.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

(xii) the Company is not a nidhi company. Accordingly paragraph 3(xii) of the order isnot applicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details

of such transactions have been disclosed in the financial statements as required by theapplicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe order is not applicable.

(xvi) the Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

for B S R & Associates LLP

Chartered Accountants Firm registration number: 116231W/W-100024

N Sampath Ganesh

Mumbai Partner

26 May 2017 Membership No: 042554

Geojit Financial Services Limited

Annexure B to the Independent Auditors' Report

Report on the internal financial controls under clause (i) of subsection 3 of section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GeojitFinancial Services Limited (formerly known as Geojit BNP Paribas Financial ServicesLimited) ("the Company") as of 31 March 2017 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.

Management's responsibility for internal financial controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of internal financial controls over financial reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions ofthe assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such

internal financial controls over financial reporting were operating effectively as at31 March 2017 based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India.

for B S R & Associates LLP

Chartered Accountants Firm registration number: 116231W/W-100024

N Sampath Ganesh

Mumbai Partner

26 May 2017 Membership No: 042554