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Geojit Financial Services Ltd.

BSE: 532285 Sector: Financials
NSE: GEOJITFSL ISIN Code: INE007B01023
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OPEN 49.85
PREVIOUS CLOSE 47.05
VOLUME 27358
52-Week high 90.45
52-Week low 43.25
P/E 8.91
Mkt Cap.(Rs cr) 1,129
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.85
CLOSE 47.05
VOLUME 27358
52-Week high 90.45
52-Week low 43.25
P/E 8.91
Mkt Cap.(Rs cr) 1,129
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Geojit Financial Services Ltd. (GEOJITFSL) - Auditors Report

Company auditors report

To the Members of Geojit Financial Services Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Geojit FinancialServices Limited (the "Company") which comprise the standalone balance sheet asat 31 March 2022 and the standalone statement of profit and loss (including othercomprehensive income) standalone statement of changes in equity and standalone statementof cash flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and profit and other comprehensive loss changes in equity and its cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Description of Key Audit Matter
Key audit matter How the matter was addressed in our audit
Information Technology
IT systems and controls Our audit procedures to assess the IT systems and controls included the following:
The Company's key financial accounting and reporting processes are dependent on the automated controls in information systems such that there exists a risk that gaps in the IT control environment could impact the financial accounting and reporting significantly. Testing the design of General IT Controls (GITCs) for the audit period which included controls over access to program and data program changes computer operations over financial accounting and reporting systems and related IT systems (referred to as 'inscope systems').
We have focused on user access management change management computer operations and system application controls over key financial accounting and reporting systems. Testing the operating effectiveness of GITCs for the audit period over the in-scope systems as follows:
• User access creation modification and revocation process
• User access review
• Privileged User Access management
• Password policies
• Application change management procedures and
• Computer operations process
Understanding IT application controls for the audit period for significant accounts reports and system processing for significant accounts determined by us during our risk assessment. We have tested the controls to determine that these controls remained unchanged during the audit period and incase of changes whether changes followed the standard change management process.
Understanding IT infrastructure related controls for the in-scope systems - i.e. operating systems and databases.
Based on procedures performed above wherever required we extended our audit procedures over other IT application controls manual approval processes tests on identified key changes and additional substantive testing.

Other Information

The Company's Management and Board of Directors are responsible for theother information. The other information comprises of management reports such asDirectors' report and Corporate Governance report (but does not include the Standalone IndAS Financial Statements and our Auditor's Report thereon) which we obtained prior to thedate of this Auditor's Report and the remaining sections of Annual Report which areexpected to be made available to us after that date.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

When we read the other sections of Annual Report (other than thosementioned above) if we conclude that there is a material misstatement therein we arerequired to communicate the matter to those charged with governance and take necessaryactions as applicable under the applicable laws and regulations.

Management's and Board of Directors' Responsibilities for theStandalone Financial Statements

The Company's Management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the Management andBoard of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting in preparation of standalonefinancial statements and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

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

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2022 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

a) The Company has disclosed the impact of pending litigations as at 31March 2022 on its financial position in its standalone financial statements - Refer Note31 to the standalone financial statements.

b) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses - Refer Note 31to the standalone financial statements.

c) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

d) (i) The Management has represented that to the best of it'sknowledge and belief as disclosed in the note 44 to the standalone financial statementsno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other personsor entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented that to the best of it'sknowledge and belief as disclosed in the note 44 to the standalone financial statementsno funds have been received by the Company from any persons or entities including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)contain any material mis-statement.

e) The dividend declared or paid during the year by the Company is incompliance with Section 123 of the Act.

f) With respect to the matter to be included in the Auditor's Reportunder Section 197(16) of the Act:

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) ofthe Act which are required to be commented upon by us.

for B S R & Associates LLP

Chartered Accountants

Firm's Registration No: 116231W/ W-100024

Baby Paul

Partner

Membership No: 218255

ICAI Unique Document Identification Number:

22218255AICSLH7875

Kochi

29 April 2022

Annexure A to the Independent Auditor's Report

The Annexure referred to in our Independent Auditor's Report tothe members of the Company on the standalone financial statements for the year ended 31March 2022 we report that:

(i) (a) (A)The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which PropertyPlant and Equipment are verified in a phased manner over a period of three years. Inaccordance with this programme certain Property Plant and Equipment were verified duringthe year and no material discrepancies were noticed on such verification. In our opinionthis periodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. No discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leasesagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits Property Plant and Equipment (including Right of Use assets) or intangible assets orboth during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The Company is a service company primarily rendering stockbroking services and distribution of financial products. Accordingly it does not hold anyphysical inventories. Accordingly clause 3(ii)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has beensanctioned working capital limits in excess of five crore rupees in aggregate from banksor financial institutions on the basis of security of current assets. In our opinion thequarterly returns or statements filed by the Company with such banks or financialinstitutions are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not providedany guarantee or security or granted any advances in the nature of loans secured orunsecured to companies firms limited liability partnership or any other parties duringthe year. The Company has made investments and granted loans secured or unsecured to acompany in respect of which the requisite information is as below:

(a) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has provided loans to an entity asbelow:

Particulars Loans (in ')
Aggregate amount during the year - Subsidiary* 171175000
Balance outstanding as at balance sheet date - Subsidiary*
*As per the Companies Act 2013

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion the investments made and the termsand conditions of the grant of loans prima facie not prejudicial to the interest of theCompany.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of loans given inour opinion the repayment of principal and payment of interest has been stipulated and thereceipts have been regular except for the following interest payments:

Name of the entity Amount (in.') Due Date Extent Remarks
of delay if any
Geojit Credits Private Limited 430493 5 November 2021 3 days None
Geojit Credits Private Limited 488296 5 March 2022 2 days None

Further the Company has not given any advance in the nature of loan toany party during the year.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given. Further the Company has not given anyadvances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan or advance inthe nature of loan granted falling due during the year which has been renewed or extendedor fresh loans granted to settle the overdues of existing loans given to same parties.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in our opinion the Company hasnot granted any loans or advances in the nature of loans to its Promoters and relatedparties as defined in Clause (76) of Section 2 of the Companies Act 2013 ("theAct") or other parties either repayable on demand or without specifying any terms orperiod of repayment except for the following loans to other parties:

Particulars Other Parties (in ')
Aggregate of loans
- Repayable on demand (A) 2166505257
- Agreement does not specify any terms or period of Repayment (B)
Total (A+B) 2166505257
Percentage of loans/ advances in nature of loan to the total loans 100%

(iv) According to the information and explanations given to us and onthe basis of our examination of records of the Company in respect of investments made andloans in our opinion the provisions of Section 185 and 186 of the Companies Act 2013("the Act") have been complied with.

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable.

(vi) The Central Government has not prescribed the maintenance of costrecords under section 148 of the Companies Act 2013 for any of the services rendered bythe Company. Accordingly clause 3(vi) of the Order is not applicable.

(vii) (a) The Company does not have liability in respect of Servicetax Sales tax and Value added tax during the year since effective 1 July 2017 thesestatutory dues has been subsumed into Goods and services tax.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company amounts deducted/ accrued in thebooks of account in respect of undisputed statutory dues including provident fundemployees' state insurance income-tax goods and services tax cess and other statutorydues have generally 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 duty of customs.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome tax goods and services tax cess and other material statutory dues were in arrearsas at 31 March 2022 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us thefollowing dues of income tax and service tax have not been deposited by the Company onaccount 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 1594897 2002-03 Assistant Commissioner of Income Tax Kochi
Income Tax Act 1961 Income Tax & Penalty 325126 2006-07 Income Tax Appellant Tribunal Kochi
Income Tax Act 1961 Income Tax & Penalty 2096849 2007-08 Income Tax Appellant Tribunal Kochi
Income Tax Act 1961 Income Tax & Penalty 2836937 2008-09 Income Tax Appellant Tribunal Kochi
Income Tax Act 1961 Income Tax & Penalty 3594384 2009-10 Income Tax Appellant Tribunal Kochi
Income Tax Act 1961 Income Tax & Penalty 2943711 2010-11 Income Tax Appellant Tribunal Kochi
Income Tax Act 1961 Income Tax 3929883 2015-16 Commissioner of Income Tax (Appeals) Kochi
Income Tax Act 1961 Income Tax 3929883 2016-17 Commissioner of Income Tax (Appeals) Kochi
Income Tax Act 1961 Income Tax 3908628 2017-18 Commissioner of Income Tax (Appeals) Kochi
Income Tax Act 1961 Income Tax 31662 2018-19 Assistant Commissioner of Income Tax Kochi
Income Tax Act 1961 Income Tax 700990 2010-11 Commissioner of Income-tax (Appeals)
Income Tax Act 1961 Income Tax 87490 2011-12 Commissioner of Income-tax (Appeals)
Income Tax Act 1961 Income Tax 1079382 2016-17 Commissioner of Income-tax (Appeals)
Finance Act 1994 Service Tax & Penalty 1095232 (41492)* 2009-10 Customs Excise and Service Tax Appellate Tribunal Bangalore
Finance Act 1994 Service Tax & Penalty 813065 (54204)* 2010-11 Customs Excise and Service Tax Appellate Tribunal Bangalore
Finance Act 1994 Service Tax & Penalty 510258 (25263)* 2012-13 Customs Excise and Service Tax Appellate Tribunal Bangalore
Finance Act 1994 Service Tax & Penalty 302308 (20271)* April 2015 to June 2017 Commissioner of Central Excise (Appeals) Kochi
Finance Act 1994 Service Tax & Penalty 175608 (6398)* 2012-13 Commissioner of Central Excise (Appeals) Kochi
Finance Act 1994 Service Tax & Penalty 5509314 (2818222)* 2006-07 Customs Excise and Service Tax Appellate Tribunal Bangalore

* Represents the payment made under protest.

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us theCompany did not have any outstanding term loans during the year. According to theinformation and explanations given to us and on the basis of our examination of therecords of the Company the Company has not defaulted in repayment of other loans andborrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a wilful defaulter by any bank or financial institution or government orgovernment authority.

(c) According to the information and explanations given to us by themanagement no term loans were obtained by the Company during the year.

(d) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associates or joint ventures as defined under Companies Act 2013.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies (as defined under the Act).

(x) (a) The Company did not raise any money by way of initial publicoffer or further public offer (including debt instruments). Accordingly paragraph 3(x)(a)of the Order is not applicable.

(b) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to us no fraud by the Company oron the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Companies Act 2013 has been filed bythe auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year while determining the nature timing and extent ofour audit procedures.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Section 177 and188 of the Act where applicable and the details of the related party transactions havebeen disclosed in the standalone financial statements as required by the applicableaccounting standards.

(xiv) (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of the Act arenot applicable to the Company.

(xvi) (a) The Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Order isnot applicable.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) The Company is not part of any group (as per the provisions of theCore Investment Companies (Reserve Bank) Directions 2016 as amended). Accordingly therequirements of clause 3(xvi)(d) are not applicable.

(xvii) The Company has not incurred cash losses in the current and inthe immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that the Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

Also refer to the Other Information paragraph of our main audit reportwhich explains that the other information comprising the information included in othersections of the Annual report is expected to be made available to us after the date ofthis auditor's report.

(xx) (a) In our opinion and according to the information andexplanations given to us there is no unspent amount under sub-section (5) of Section 135of the Act pursuant to any project other than ongoing projects. Accordingly clause3(xx)(a) of the Order is not applicable.

(b) In respect of ongoing projects the Company has transferred theunspent amount to a Special Account within a period of 30 days from the end of thefinancial year in compliance with Section 135(6) of the said Act.

for B S R & Associates LLP

Chartered Accountants

Firm's Registration No: 116231W/ W-100024

Baby Paul

Partner

Membership No: 218255

ICAI Unique Document Identification Number:

22218255AICSLH7875

Kochi

29 April 2022

Annexure B to the Independent Auditor's Report on the standalonefinancial statements of Geojit Financial Services Limited for the year ended 31 March 2022

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013

(Referred to in paragraph 2(A)(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of Geojit Financial Services Limited ("the Company") as of31 March 2022 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at 31 March 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to financial statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note. These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols with reference to financial statements were established and maintained andwhether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of Internal Financial controls with Reference to FinancialStatements

A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includethose policies and procedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assetsthat could have a material effect on the Standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference toFinancial Statements Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

for B S R & Associates LLP

Chartered Accountants

Firm's Registration No: 116231W/ W-100024

Baby Paul

Partner

Membership No: 218255

ICAI Unique Document Identification Number:

22218255AICSLH7875

Kochi

29 April 2022

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