14770_Geometric Annual Report Cover SAP.cdr

A NEWCHAPTER

ANNUAL REPORT2015-16

GLOBAL PRESENCEGlobal Headquarters

INDIA | | | |Mumbai Bengaluru Chennai Hyderabad Pune

N. AMERICA |Troy, MI, USA Moline, IL, USA

Montreal, Canada Peoria, IL, USA Plano, TX, USA| |

Scottsdale, AZ, USA

EUROPE | | | | | |France Germany Italy Romania UK Netherlands Sweden

APAC | | | |Australia China Japan Korea Singapore

Mumbai

Registered OfficeGeometric LimitedPlant 11, 3rd floor, Pirojshanagar, Vikhroli (West), Mumbai 400 079 IndiaTel +91 22 2518 9205Fax +91 22 6705 6891

www.geometricglobal.com

A NEWCHAPTER

A NEW CHAPTER

The book of Geometric started in the early 80’s when even the word Geometric was

not coined. From our first chapter as a part of the Godrej group, to every new

beginning – spinning off into a separate entity; getting listed; moving beyond software

product development to services, then engineering service and later embedded – Geometric

has grown larger and stronger. As we head into a ‘new chapter’ in Geometric’s journey this

year, and become a part of a larger conglomerate, we aim to continue adding value to not just

our customers but also our shareholders and employees…

VISION

Be a world leader in digital product realization

MISSION

To be among the top 3 engineering solutions

partners that help leading companies in the

world achieve their business objectives through

best in class solutions

VALUES

• Strive to make our customers successful

• Work as a team globally to create an

environment which encourages innovation,

empowerment and enthusiasm

• Ensure integrity in all our dealings, personal or

corporate

For any investor related query, please email [email protected]

ADDRESSES

INDIA

Mumbai

Registered OfficeGeometric Ltd.Plant 11, 3rd floor, Pirojshanagar, Vikhroli (West), Mumbai 400 079 IndiaTel +91 22 2518 9205Fax +91 22 6705 6891

Chennai

Geometric Ltd.SP Info City, Block A, 1st Floor,Module 4, No.40, MGR Salai, Perungudi, Kandanchavadi,Chennai 600 096 India

3D PLM Software Solutions Ltd.Poonamchand Complex,Plot No. 46/B & 47, 1st Main Road, 3rd Phase, J P Nagar, Bengaluru 560 078 India

Bengaluru

Geometric Ltd.Embassy TechVillage,Ground Floor, Tower 3 of 2B, Survey No. 12/3 & 12/4 of Devarabeesanhalli Village, Varthur Hobli, Bangalore East Taluka, Bengaluru 560 037 India

Geometric Ltd.Quibix Technologies Pvt Ltd (SEZ), Block IT-2, 3rd floor, S. No. 154/6,Rajiv Gandhi InfoTech Park Phase-I,Hinjewadi, Pune 411 057 India

Pune

Geometric Ltd.Plot 6 & 8, Rajiv Gandhi InfoTech Park, M.I.D.C., Phase-I, Hinjewadi, Pune 411 057 India

3D PLM Software Solutions Ltd.Plot No. 4, Pune Infotech ParkM.I.D.C., Phase-I, Hinjewadi, Tal. Mulshi, Pune 411 057 India

3D PLM Software Solutions Ltd.Plot No. 15/B, Pune Infotech ParkM.I.D.C., Phase-I, Hinjewadi, Tal. Mulshi, Pune 411 057 India

Geometric Ltd.Quibix Technologies Pvt Ltd (SEZ), Block IT-5, 5th & 6th floor, S. No. 154/6, Rajiv Gandhi InfoTech Park Phase-I, Hinjewadi, Pune 411 057 India

Montreal, Canada

Geometric Americas, Inc.2001 University Street, Suite 1700, Montreal, Quebec, H3A 2A6 Canada

Troy, MI, USA

Geometric Americas, Inc.50 Kirts Blvd., Suite A,Troy, MI 48084 USA

Moline, IL, USA

Geometric Americas, Inc.2001 52nd Avenue, Suite 2Moline, IL 61265 USA

Plano, TX, USA

Geometric Americas, Inc.5700 Granite Parkway, Suite 200Plano, TX 75024 USA

Scottsdale, AZ, USA

Geometric Americas, Inc.15974 N 77th St, Suite 103Scottsdale, AZ 85260-1790 USA

Peoria, IL, USA

Geometric Americas, Inc.412 SW Washington Street, Suite APeoria, IL 61602 USA

NORTH AMERICA

3D PLM Software Solutions Ltd.Unit No. 703-B, 7th floor, B Wing,Reliable Tech Park, Airoli, Navi Mumbai 400 708 India

United Kingdom

Geometric Europe GmbH UKGround Floor Office 2102430 / 2440 The Quadrant, Aztec West, Almondsbury, Bristol, BS32 4AQ, United Kingdom

Netherlands

Geometric Europe GmbHHigh Tech Campus 9, 5656 AE Eindhoven,The Netherlands

Sweden

Geometric Europe GmbHfilial SwedenKEY Relocation, Hugo Grauers Gata 3B411 33 Göteborg, Sweden

China

Geometric China, Inc.23B, World Plaza, No. 855 South Pudong Road, Pudong New Area, Shanghai, PRC 200120

Australia

Geometric Asia Pacific Pvt. Ltd.3 David Road, Castle Hill, NSW 2154 Australia

ASIA PACIFIC

Korea

Geometric Asia Pacific Pte. Ltd.2703, 27F, Korea World Trade Center, 159, Samseong-Dong, Kangnam-GU, Seoul, Korea

Singapore

Geometric Asia Pacific Pte. Ltd.78 Shenton Way #26-02ASingapore 079120

EUROPE

Germany

Geometric Ltd.Dachauer Straße 15a 85764Oberschleißheim, Germany

France

Geometric SAS17, Avenue Didier DauratBâtiment Socrate, First Floor31702 Blagnac Cedex,Toulouse, France

Geometric GmbH(Previously known as 3cap technologies GmbH)Dachauer Straße 15a 85764 Oberschleißheim, Germany

Geometric Europe GmbHDachauer Straße 15a 85764Oberschleißheim, Germany

Geometric Ltd. 13 rue Vernier, 75017

Paris, France

Geometric GmbH(Previously known as 3cap technologies GmbH)businessPARK - Osterhofener Str. 12, 93055, Regensburg, Germany

Corporate OfficeGeometric Ltd.Unit No. 703-A, 7th floor, B Wing, Reliable Tech Park, Airoli, Navi Mumbai 400 708 India

3D PLM Global Services Pvt. Ltd.Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai 400079

3D PLM Global Services Pvt. Ltd.Quibix Technologies Pvt Ltd (SEZ),Block No IT9, 4th Floor, Plot No 2,Rajiv Gandhi Infotech Park,Phase-I, Hinjewadi, Pune 411 057

Romania

Geometric SRLParcul Mic 19-21, bl.2 sc. A Mezzanine, Brasov, 500386, Romania

3D PLM Software Solutions Ltd.Plant 11, 3rd Floor, Pirojshanagar,Vikhroli (West), Mumbai 400079

Hyderabad

Geometric Ltd.Office Level 1, H-08 Building, Hitec City 2, Phoenix Infocity Pvt Ltd SEZ Gachibowli (V), Serilingampally Mandal, R. R. District, Hyderabad 500 032 India

A NEWCHAPTER

Board of Directors 02

Management Team 03

Letter to the Shareholders 04

Note from CFO 06

Corporate Social Responsibility 07

Financial Highlights (Consolidated) 09

Board's Report & Annexures 10

CEO & CFO's Certification 72

Financial Statements:

Geometric Limited - Consolidated 73

Geometric Limited - Standalone 110

Annual Reports & Financial Statements of Subsidiaries:

I. 3D PLM Software Solutions Limited. 155

i. 3D PLM Global Services Pvt. Ltd. 248

II. Geometric Americas, Inc. 284

III. Geometric Asia Pacific Pte. Limited. 301

i. Geometric China, Inc. 324

IV. Geometric Europe GmbH 340

i. Geometric S.R.L 343

ii. Geometric SAS 346

iii. Geometric GmbH 349

Ratio Analysis 352

Safe Harbour Provision

Certain statements in this report concerning our future growth prospects are forward looking statements, which involve a number of risks

and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and

uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our

ability to manage growth, intense competition in IT Services including those factors which may affect our cost advantage, wage increases

in India, our ability to manage our international marketing and sales operations, reduced demand for technology in our key focus areas,

disruptions in telecommunications networks, liability for damages on our service contracts and product warranty, the success of the

companies in which the Company has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal

restrictions on acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions

affecting our industry. The Company may, from time to time, make additional written and oral forward looking statements and our reports

to shareholders. The Company does not undertake to update any forward-looking statements that may be made from time to time by or

on behalf of the Company.

CONTENT

Annual Report 2015-16 01

A NEWCHAPTER

Jamshyd GodrejChairman

Manu ParpiaManaging Directorand CEO

Milind SarwateIndependent Director

Ajay Mehra Independent Director

Anita RamachandranIndependent Director

Marc DuludeIndependent Director

BOARD OF DIRECTORS

Dr. Kyamas PaliaDirector

Dr. Richard Riff Director

Geometric Limited02

Company Secretary &

Compliance Officer

Sunipa Ghosh

Auditors

B S R & Co. LLP

Chartered Accountants

Registered Office

Geometric Ltd.

Plant 11, 3rd floor,

Pirojshanagar, Vikhroli (West),

Mumbai 400 079, India

Tel +91 22 2518 9205

Fax +91 22 6705 6891

Registrars & Share Transfer Agents

Link Intime India Pvt. Ltd.

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup,

Mumbai 400 078, India

Tel: +91 22 2596 3838

Fax: +91 22 2594 6969

MANAGEMENT TEAM

Manu ParpiaManaging Directorand CEO

Anwesa SenHuman Resources

Sudarshan MogasaleCEO, 3D PLM Software Solutions Ltd.(3DPLM)*

Shashank PatkarFinance

Rinku BasuProductivity Services Group

*3DPLM is a joint venture between Geometric and Dassault Systèmes (DS), engaged in the development of various DS products and technologies.


A NEWCHAPTER

Geometric Limited04

inancial year 2016 has been a year full of action. On one hand, we achieved record profits making a strong comeback from

indifferent performance in FY 15, and on the other, we commenced a new chapter in our history by entering into two transactions

- one, to merge our main business activity into HCL Tech, and the other, to absorb Geometric Limited into its subsidiary 3DPLM

Software, viz. our JV with Dassault Systèmes. Thus, shareholders of Geometric Ltd will receive shares in HCL Tech and redeemable

preference shares in 3DPLM Software, both of which will be listed on the stock exchanges.

We achieved our turn-around through several initiatives, which I touched upon in the last report to shareholders. You may recall

we began an investment in revamping our information backbone (ERP) in FY 13, which was completed at the end of FY 14. It took

us a year to ‘digest’ this change, and it was only in FY 16 that we were able to leverage the tools and significantly improve our

utilization. Furthermore, we were able to monitor expenses closely, as well as drill down to each account to identify inefficiencies

and correct them. We also began optimization of our resources. The corrective steps we took resulted in an improvement in

margins and brought them in line with our peers in the industry. I believe we can sustain these margins as these improvements are

anchored in processes we are now following rigorously.

On the demand side, we have seen significant shifts. Our customers, most of whom are manufacturing companies, are exploring

new ways to engage with their customers. This is being driven with increasing intensity by the proliferation of interconnections

available. Software is becoming an increasingly important component of a manufacturing company’s armory, as user experience

becomes more important than feature and function.

This in turn is affecting our business. As they address their challenges, customers’ focus will move away from a more cost-driven

emphasis, to one where ‘speed and solutions’ are the key needs. The traditional areas, therefore, we believe will see

commoditization pressure. To meet this challenge, IT services companies such as ourselves, must learn to provide solutions and /

or services which help create value rather than provide value through savings. In more prosaic terms, we will need to understand

each customer’s business challenges; appreciate the technology drivers which increasingly intermingle software and connectivity

in their broadest terms with hardware and other physical objects; and then propose solutions or manage services, which mix our

capabilities in mechanical, embedded, connectivity and software. Thus, to be successful, a company like Geometric needs not

>>

LETTER TO THE SHAREHOLDERS

F

The corrective steps we took

resulted in an improvement in

margins and brought them in line

with our peers in the industry.

“ “


LETTER TO THE SHAREHOLDERS

only to have competencies in all these areas, but should also have the ability to conceive

solutions and manage their implementation. It’s truly a big shift.

To address these changes in customer expectations, we have invested in creating a

Solutions Business unit, whose role is to create solutions, which cut across competencies.

I am pleased to report that the unit is already seeing traction in a number of engagements.

As I write these words, we have begun

the process of seeking various

a p p ro va l s t o c o n s u m m a te t h e

transactions which were approved by

your Board on April 1. We believe this

process will take another eight to nine

months. Until then, our goal is to

sustain our improvements in efficiency,

while working towards a better future for

our employees and customers. This in turn

will build a better future for our shareholders,

who will be receiving shares in HCL Tech and

3DPLM Software.

Finally, I take the opportunity to thank my Leadership team, who helped us transform the

Company, our employees who rose to the challenge, our customers whose continued confidence

in us helped us through difficult periods, and our shareholders whose patience

I believe has been rewarded. On a personal note, my thanks to the Chairman and the Board whose

support and encouragement made the transformation and transaction possible.

Sincerely

Manu M. Parpia

Managing Director and CEO

Our goal is to sustain

our improvements in

efficiency, while working

towards a better future

for our employees

and customers.

“

“

A NEWCHAPTER

This year we made a substantial

progress towards building a metric

driven organization.“ “

Geometric Limited06

NOTE FROM CFO

Y 16 was a challenging and an eventful year. We started the year on the backdrop of unsatisfactory FY15 Q4 performance, ERP

stabilization issues leading to revenue reversals and attrition at leadership levels in Finance.

As a CFO my first priorities were to stabilize finance function and streamline various finance processes which we put in place by

end of first quarter.

One of the objective we had set for finance team this year, was the implementation of shared services model. During the year

FY16, we successfully implemented execution of global invoicing, collection and accounts payable processes from our India

center. This not only helped us in improving overall process efficiency and quality but also in optimizing costs.

In FY16, Our ERP system was completely stabilized, and was truly leveraged, in terms of getting meaningful reports, dashboards

and various performance metric. Thus, we made a substantial progress towards building a metric driven organization.

During FY16 we implemented IFC related compliance and also took steps to prepare ourselves to adopt IND-AS accounting

standard, effective 1st April 2016.

The year gone by was also eventful in terms of preparing for entering into two transactions viz. one, to merge our main business

activity into HCL Tech, and the other, to absorb Geometric Limited into our JV 3DPLM Software.

As we enter in FY17 our focus will be to further improve our revenue forecasting processes, in addition to sustaining process

efficiencies we achieved in FY16. We will be also focusing to secure a proper career path for our employees, as we prepare for

completion of the transaction.

Finally, I take this opportunity to thank my entire finance team, who stood behind me during these challenging times and

delivered at highest level of ownership and quality.

Sincerely

Shashank Patkar

Chief Financial Officer

F

A NEWCHAPTER


CORPORATE SOCIAL RESPONSIBILITY

Overarching Philosophy

Geometric is a staunch supporter of the philosophy of inclusive growth. It has been our endeavor to give back to the society and to

facilitate the integration of the marginalized communities into mainstream society and the economy. We aspire to build a

reputation of being one of the most socially and environmentally responsible companies in India.

Given below are glimpses of the activities undertaken in FY 2015-2016. Read Geometrics’ CSR complete report on page 39

Geometric Limited08

FINANCIAL HIGHLIGHTS (CONSOLIDATED)

EPS Consolidated

FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14-20.00

-10.00

0.00

10.00

20.00Basic Diluted

5.1

85

.14

6.2

06

.08

10

.95

10

.78

9.4

59

.39

9.2

49

.15

7.5

17

.51

-18

.81

-18

.81

7.3

17

.18

FY15

8.6

28

.45

FY16

16

.28

16

.01

Revenue/PBT/PATRevenue PBT PAT

0

2000

4000

6000

8000

10000

12000

FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

14000

39

43

50

63

74

50

62

44

23

21

60

10

70

69

51

49

60

04

67

62

29

70

15

75

82

42

10

15

59

2

10

32

21

24

46

87

11

09

21

01

96

87

11

24

81

16

05

52

12

82

61

89

71

05

3

Return Net Worth

0

5

10

15

20

25

30

35

32

.3

29

.7

6.5

34

.8

29

.9

29

.8 31

15

.5

%

14

.9

23

.9

FY14FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY15 FY16

Operating Profit as % to Operating Revenue

0

2

8

12%

10

.3

4.9

8.8

7.8

10

.6 11

7.6

8.3

4

6

10

11

.5 10

.7

FY14FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY15 Fy16

Break up of Revenue by RegionUSA Europe Asia Pacific India

0

10

20

30

40

60

80

50

70

46

71

19

6

65

24

5 6

58

32

4

%

6

59

30

5

59

29

6 6

FY12 FY13 FY14 FY15 FY16

Amount in Rs. Mn

Share Price Movement

Months

Sensex Geometric

May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16Apr-15

55

75

95

115

% C

han

ge

Geometric Limited


Financial Highlights (Consolidated)

(Amount in ‘000 except share price)

Particulars Year ended March 31

2016 2015

INR US$ INR US$

Revenue 12,334,572 186,464 11,053,014 177,188

Other Income 491,014 7,423 195,044 3,127

Total Revenue 12,825,586 193,886 11,248,058 180,315

Expenses 10,570,003 159,788 9,752,503 156,340

EBITDA 2,255,583 34,098 1,495,554 23,975

Depreciation 317,346 4,797 302,738 4,853

Interest Expenses 41,304 624 33,290 534

Income Tax 591,474 8,941 392,122 6,286

Minority Interests 251,988 3,809 215,790 3,459

Other prior period items - - - -

Profit After Tax (PAT) 1,053,470 15,925 551,685 8,844

Basic EPS 16.28 0.25 8.62 0.14

Diluted EPS 16.01 0.24 8.45 0.14

Dividend (%) 150% 150% 125% 125%

PAT as % of total income 8.21% 8.21% 4.90% 4.90%

Share Price (BSE)

-High 206.00 3.11 207 3.46

-Low 101.50 1.53 102 1.70

-Closing 204.80 3.10 167 2.79

US $ Exchange Rate (`) 66.15 62.38

Geometric Limited10

The Directors have pleasure in presenting their report on the business and operations of the Company for the year ended March 31, 2016.

I. FINANCIAL STATEMENTS ANd RESULTS:

a. FinancialResults:(Standalone)

The Company’s operating performance during the year ended March 31, 2016 as compared to the previous year is summarized below:

(` in Millions)CurrentYear Previous Year

Revenue from Operations and Other Income 4,767 4,168Profit before Interest, Depreciation and Tax 1,348 1002Less : Finance Costs (14) (8)Less : Depreciation and Amortization Expense (86) (120)ProfitbeforeExceptionalItemsandTaxes 1,248 874Add: Exceptional Items - -Less : Tax adjustment in respect of earlier years (8) (6)Less : Tax Expense (263) (124)NetProfitbeforeExtraordinaryItems 977 744Add: Extraordinary Items and Prior Period Items - -NetProfit 977 744Surplus brought forward 2,545 2,051ProfitavailableforAppropriation 3,522 2,795APPROPRIATIONSInterim Dividend 195 -Proposed Final Dividend - 162Dividend Distribution Tax - 33Depreciation on assets whose remaining useful life is Nil, recognized in retained earning - 1Transfer to General Reserve 75.00Reversal of excess provision for Dividend Distribution Tax of previous year (33) (21)Surplus carried forward 3,360 2,545TOTAL 3,522 2,795

b. FinancialResults:(Consolidated)

The Company’s operating performance during the year ended March 31, 2016 as compared to the previous year is summarized below:

(` in Millions)CurrentYear Previous Year

Revenue from Operations and Other Income 12,826 11,213Profit before Interest, Depreciation and Tax 2,258 1,496Less : Finance Costs (42) (33)Less : Depreciation and Amortization Expense (318) (303)Profitbeforetax 1898 1,160Less : Provision for tax (592) (392)Net Profit before Extraordinary Items and Minority Interest 1,306 768NetProfitbeforeMinorityInterest 1,306 768Less: Minority Interest (252) (216)NetProfit 1,054 552Surplus brought forward 2,827 2,602ProfitavailableforAppropriation 3,881 3,154APPROPRIATIONSInterim Dividend 196 -Proposed Final Dividend - 162Dividend Distribution Tax 73 33Transfer to General Reserve 33 105Dividend Tax Paid by Subsidiary - 47Depreciation on assets whose remaining useful life is Nil, recognized in retained earning - 1Translation of reserves of non-integral foreign operations - -Reversal of excess provision for Dividend Distribution Tax of previous year (33) (21)Surplus carried forward 3,612 2,827)TOTAL 3,881 3,154

During the year under review, the Board of Directors of the Company were not required to revise the Company’s financial statements or the Board’s Report.

Board’sReporttotheMembers

Geometric Limited


c. BusinessReview/Operations:

Geometric serves the manufacturing industries – especially automotive, aerospace and industrial equipment sectors. Our services, solutions and technologies cover product realization services and solutions, such as Product Lifecycle Management, Software Product Development, Embedded Systems and Global Engineering services. These services help our customers to improve their design efficiencies and time to build their products.

The economic uncertainties and slower global business activity in core industries like mining continued to hamper growth in the equipment thereby resulting in continued sluggish growth. The oil and gas sector suffered the effects of low crude prices and thereby impacting the investments in tools and technologies. The agricultural sector in the US, under the pressure of low commodity and food prices was very conservative for new investments. However, this was offset by stronger growth in other opportunities in other industries such as automotive and aerospace. The trend for increased outsourcing for global engineering in Europe and Asia continue to provide increased demand for our key offerings going into the new Financial Year. Another noticeable trend in FY16 was the investment in new technologies such as the Internet of Things (IoT).

During the year under review there was no change in nature of business.

Operating revenues in rupee terms for the consolidated financials increased from INR 11,053.01 Mn in FY15 to INR 12,334.72 Mn in FY16, a growth of 11.59%. For the same period, profit-after-tax increased from INR 551.69 Mn in FY15 to INR 1,053.47 in FY16, a growth of 90.98%.

The business segments of the Company - software services, engineering services and products recorded the following trends in the year FY16:

• Software services contribution to the top line increased from 62% in FY15 to 64% in FY16.

• Engineering services contribution to the top line decreased from 31% in FY15 to 30% in FY16.

• Products business contribution to the top line decreased from 7% in FY15 to 6% in FY16.

The Company’s performance in the four regions in which we operate can be summarized as follows:

• USA’s share remains same from 59 % in FY15 to 59% in FY16; a growth of ` 789.59 Millions in absolute terms.

• Europe’s share of revenue decreased from 30% in FY15 to 29% in FY16; a growth of ` 251.45 Millions in absolute terms which includes revenue of Geometric GmbH for the full year.

• APAC’s share remains same from 6% in FY15 to 6% in FY16.

• India’s share is flat at 6%

Europe continues to be our focus growth market with a positive demand environment particularly for our software services. The business environment in China continues to be very promising and we have made good inroads resulting in the gradual increase of revenue contribution from the region.

Trends in various customer segments that the Company caters to were as follows:

• Direct Industrial: Segment share of business decreased from 63.7% in FY15 to 63.2% in FY16. In absolute terms, this segment recorded growth of 3.5% over the previous year. (USD 119.15 Mn in FY16 Vs USD 115.10 Mn in FY15)

• Strategic Partners: Segment share of business increased from 2.2% in FY15 to 2.4% in FY16; showing an increase of 15.0% in absolute terms. (USD 4.6 Mn in FY16 Vs USD 4 Mn in FY15)

• Software ISVs: Segment share of business increased from 34.1% in FY15 to 34.3% in FY16. In absolute terms, this segment recorded growth of 5.3% over the previous year. (USD 64.74 Mn in FY16 Vs USD 61.50 Mn in FY15)

d. Dividend:

The Directors declared payment of Interim dividend to the shareholders at the rate of ` 3 per Equity Share which is (150%) of ` 2 each on March 15, 2016.

The Board of Directors declared that the interim dividend of ` 3 per share (150%) as on March 15, 2016 as the Final dividend for the Financial Year 2015-16.

e. Subsidiaries:

The Company has the following wholly-owned Subsidiary Companies:

a) Geometric Americas, Inc., USA

b) Geometric Asia Pacific Pte. Ltd., Singapore

c) Geometric Europe GmbH, Germany

The Company has the following other Subsidiary Companies:

a) 3D PLM Software Solutions Ltd., in which the Company holds 58% stake.

b) 3D PLM Global Services Pvt. Ltd. (A WOS of 3D PLM Software Solutions Ltd., India w.e.f. November 19, 2014)

c) Geometric China Inc. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore)

d) Geometric Japan K. K. (A WOS of Geometric Asia Pacific Pte. Ltd., Singapore)*

Board’sReporttotheMembers(Contd.)

Geometric Limited12

e) Geometric S.R.L., Romania (A WOS of Geometric Europe GmbH)

f) Geometric SAS, France (A WOS of Geometric Europe GmbH)

g) Geometric GmbH (A WOS of Geometric Europe GmbH, Germany)

* Geometric Japan K. K. was dissolved on August 31, 2015 by passing a resolution in a general meeting of stockholders and registered on September 2, 2015.

During the year under review, your Company did not have any associate or joint venture company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Board has availed exemption from printing the complete financials of the subsidiary companies in the Annual Report.

A statement containing salient features, performance and financial position of each of the subsidiaries for the year ended March 31, 2016 is attached and marked as AnnexureI (Form AOC-1) and forms part of this Report.

The entire set of subsidiaries’ financials will be kept ready for inspection at the registered office and the same will be displayed on the Company’s website, in accordance with the requirements of the Act.

The policy for determining material subsidiaries as approved by the Board, may be accessed on the Company’s website at the link:

http://geometricglobal.com/wp-content/uploads/2014/ 11/Policy_on_Material_Subsidiaries.pdf

f. TransfertoReserves:

There was no transfer to the General Reserve out of the amount available for appropriation. An amount of ` 3,613 Mn is proposed to be carried forward to the Statement of Profit and Loss.

g. RevisionofFinancialStatement:

There was no revision of the financial statements for the year under review.

h. PublicDeposits:

The Company has not accepted or renewed any deposit falling within the purview of provisions of Sections 73 and 74 of the Companies Act 2013 (“the Act”), read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

i. DisclosuresunderSection134(3)(l)oftheCompaniesAct,2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position, have occurred between the end of the Financial Year of the Company and date of this report.

j. DisclosureofInternalFinancialControls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for ineffectiveness or inadequacy of such controls.

k. Disclosure of Orders passed by Regulators or Courts orTribunal:

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company’s operations in future.

SubmissionstostatutoryauthoritiesbytheCompany:

An Order was passed by Provident Fund Commissioner on April 24, 2015 demanding payment of ` 34,163,673 towards penal damages and interest, for delay in transfer of past accumulations from the Private Trust to Government Provident Fund.

The matter is currently under appeal with the Provident Fund Tribunal, Delhi.

l. Particular of Contracts or Arrangement with RelatedParties:

Particulars of Contacts or Arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, have been furnished in AnnexureIIwhich forms part of this Report.

The policy on dealing with Related Party Transactions is available on http://geometricglobal.com/wp-content/uploads/2014/11/Policy_on_RPT.pdf

m. ParticularsofLoans,GuaranteesandInvestments:

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, are given in the notes to the financial statements provided in this Annual Report.

n. DisclosureunderSection43(a)(ii)oftheCompaniesAct,2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of


Geometric Limited


Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

o. DisclosureunderSection54(1)(d)oftheCompaniesAct,2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

p. DisclosureunderSection62(1)(b)oftheCompaniesAct,2013:

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and Clause 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, details of equity shares issued under Employees Stock Option Scheme during the Financial Year under review, is furnished in Annexure III attached herewith which forms part of this Report.

q. Disclosure under Section 67(3) of the Companies Act,2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information in respect thereof is required to be furnished.

II. SCHEMEOFARRANGEMENTANDAMALGAMATION

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

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

In consideration for the transfer and vesting of the Demerged Business Undertaking, HCL shall issue and allot 10 equity shares of ` 2 each fully paid-up of HCL Technologies Ltd for every

43 equity shares of the face value of ` 2 each held by equity shareholders of the Company on the record date.

Thereafter, the Company, comprising the shares held by it in 3D PLM (“Remaining Undertaking”) shall be merged and amalgamated with 3D PLM. In consideration of the amalgamation, 3D PLM shall issue and allot to each resident shareholder of the Company and, subject to approval by the Reserve Bank of India (‘RBI’), to all non-resident shareholders of the Company, 1 (one) fully paid up Redeemable Preference share of ` 68 each (“Redeemable Preference Share”) in 3D PLM for every 1 (one) fully paid up equity share each of the Company. In case, the approval of the RBI is not received, such shareholders shall be issued and allotted 24 fully paid up unlisted equity shares of ` 10 each of 3D PLM for every 1,793 fully paid up equity shares of ` 2 each of the Company held by such shareholders which shall be compulsorily purchased by Dassault Systemes and/or its nominees immediately on issuance at a price of ` 5,080.30 per equity share.

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

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

The Appointed Date for the Scheme is March 31, 2016.

Rationale of the Composite Scheme of Arrangement andAmalgamation:

A. Demerger

HCL Technologies Limited has a rapidly growing engineering services business and is a leader in embedded systems and software engineering services with strengths in the aerospace, hi-tech and telecom markets. The Company is a leader in PLM software services combined with capability in mechanical engineering and some unique technologies. The Company’s market strength lies in automotive and industrial arenas.

The consolidation will widen the markets and expertise and the combined entity will be able to offer its customers a unique blend of services and solutions around PLM, engineering software, embedded software, mechanical engineering and geometry related technologies.

B. Amalgamation

The Company and Dassault Systemes recognize that the changes in technology and the consequent evolution of software development would require a very tight and close integration between the research and development centers of Dassault Systemes.


Geometric Limited14

The proposed integration of 3D PLM Software Solutions Limited into Dassault Systemes as a result of the Amalgamation will mark the strategic next phase in the contribution of 3D PLM Software Solutions Limited in Dassault Systemes’ strategic research and development operations.

While the Amalgamation will result in transfer of ownership and control of 3D PLM to Dassault Systemes, it will also provide the shareholders of the Company an opportunity to directly participate and receive listed Redeemable Preference Shares of 3D PLM Software Solutions Limited as consideration.

III. MATTERS RELATEd TO dIRECTORS ANd KEY MANAGERIALPERSONNEL

a. DirectorsandKeyManagerialPersonnel:

In terms of Section 152 of the Companies Act, 2013, Mr. Jamshyd Godrej retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. Your Directors recommend his appointment. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

Mr. Manu Parpia has been re-appointed as Managing Director and CEO of the Company with effect from April 8, 2015, and approval of the Members of the Company has been taken at the Annual General Meeting held on July 27, 2015 pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013.

None of the Directors of the Company have resigned as Director of the Company.

b. DeclarationbyIndependentDirectors:

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

IV. dISCLOSURES RELATEd TO BOARd, COMMITTEES ANd POLICIES

a. BoardMeetings:

The Board of Directors met five times during the Financial Year ended March 31, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Board meetings were held on April 27, 2015, July 27, 2015, November 2, 2015, February 8, 2016, and March 15, 2016 with necessary quorum present at all the meetings.

b. Directors’ResponsibilityStatement:

The Board of Directors of the Company confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ending on March 31, 2016 and Profit of the Company for the year ended on that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. NominationandRemunerationCommittee:

The Nomination and Remuneration Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Ms. Anita Ramachandran, Chairperson,

2. Mr. Jamshyd Godrej, Member

3. Mr. Milind Sarwate, Member and

4. Mr. Ajay Mehra, Member.

Nomination and Remuneration Committee Meetings were held on April 27, 2015, July 27, 2015, November 2, 2015 and February 8, 2016 with necessary quorum present at all the meetings.


Geometric Limited


The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the Nomination and Remuneration Policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Terms of reference and objectives of the Nomination and Remuneration Policy of the Company are stated in the Corporate Governance Report annexed to the Report as AnnexureIV.

The Nomination and Remuneration Policy is available on the Company’s website and can be accessed in the link provided herein below:

http://geometricglobal.com/wp-content/uploads/2016/ 06/Nomination-and-Remuneration-Policy.pdf

d. AuditCommittee:

The Company has an Audit Committee consisting of five non-executive Directors, viz Mr. Milind Sarwate – Chairman, Dr. K. A. Palia, Dr. Richard Riff, Ms. Anita Ramachandran and Mr. Ajay Mehra. The books of accounts have been duly reviewed by the Audit Committee.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as set out in the Audit Committee Charter.

Audit Committee Meetings were held on April 27, 2015, July 9, 2015, July 24, 2015, October 8, 2015, October 27, 2015, January 29, 2016, February 3, 2016, and March 15, 2016.

During the year under review, the Board of Directors of the Company had accepted all the recommendations made by the Audit Committee.

e. Stakeholders’RelationshipCommittee:

The constitution, roles and responsibilities of the Stakeholders’ Relationship Committee, comprising of Mr. Jamshyd Godrej, Mr. Manu Parpia and Dr. K. A. Palia are in accordance with the provisions of Section 178 of the Companies Act, 2013.

Mr. Jamshyd Godrej is the Chairman, and the Company Secretary acts as the Secretary of the Stakeholders’ Relationship Committee.

Stakeholders’ Relationship Committee Meetings were held on April 27, 2015, July 27, 2015, November 2, 2015 and February 8, 2016 with necessary quorum present.

f. VigilMechanismPolicyfortheDirectorsandEmployees:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, as AnnexureIV.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

g. RiskManagementPolicy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage various business uncertainties and to enable arriving at the right decisions pertaining to all business divisions and corporate functions. Key business risks and the suggested mitigation mechanism are considered in the annual/strategic business plans and in periodic management reviews.

h. CorporateSocialResponsibilityPolicy:

As per the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1) Mr. Milind Sarwate, Independent Director

2) Mr. Ajay Mehra, Independent Director

3) Mr. Manu Parpia, Managing Director and CEO

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has undertaken activities in accordance with the said Policy, the details of which have been prescribed inAnnexureV.

The CSR Policy of the Company is available on the Company’s web-site and can be accessed in the link provided herein below:

http://geometricglobal.com/investors/Corporate-Social-Responsibility


Geometric Limited16

The Company has spent the entire prescribed amount towards CSR during FY 2015-16.

i. AnnualEvaluationofDirectors,CommitteeandBoardandFamiliarisation programme for Independent Directorsand Board:

Notes on the manner for evaluation of performance of the Board and individual Directors and familiarization programme for Independent Directors and the Board are included in the Corporate Governance Report which is AnnexureIVto the Report of the Board of Directors.

j. InternalControlSystems:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used efficiently and adequately protected.

k. DisclosureunderSection197(12)of theCompaniesAct,2013andotherDisclosuresasperRule5oftheCompanies(Appointment and Remuneration of ManagerialPersonnel)Rules,2014:

The ratio of the remuneration of each Director to the median employee’s and such other details for the Financial Year under review, as prescribed in Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as well as statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in Rule 5(2) and 5(3) of the aforesaid rules has been included in this report as AnnexureVI.

l. Payment of Remuneration / Commission to DirectorsfromHoldingorSubsidiaryCompanies:

The Company does not have a holding Company. The managerial personnel i.e. Managing Director of the Company is not in receipt of remuneration/commission from any subsidiary of the Company.

m. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain polices for all listed companies. All our corporate governance policies are available on our website (http://geometricglobal.com/investors/corporate-governance/policies/). The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

Other than above mentioned polices, some key policies that have been adopted by the Company during the FY 2015-16 are as follows:

NameofthePolicy BriefdescriptionPolicy for determination ofmaterial events/ information

This Policy applies to disclosures of material events/information affecting Geometric Limited and all its subsidiaries.

Archival policy The Policy deals with the retention and archival of corporate records of Geometric Limited and all its subsidiaries.

Preservation of Records Policy

This policy is to establish the framework needed for effective management of the records at the Company and also set principles for underlying the Company’s approach to preservation of its records. In order to efficiently conduct its business, the storage, retrieval and management of these information reserves of the Company is a significant issue.

V. AUdITORS ANd REPORTS

The matters related to Auditors and their Reports for the year ended March 31, 2016 are as under:

a. ObservationsofStatutoryAuditorsonAccounts:

The Auditors’ report for the Financial Year ended March 31, 2016 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with financial statements in this Annual Report.

b. Fraudreporting:

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

c. SecretarialAuditreport:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Secretarial Audit Report issued by Rathi & Associates, Practicing Company Secretaries, in Form MR-3 for the Financial Year 2015-16 forms part of this Report and has been attached as AnnexureVII.


Geometric Limited


d. RatificationsofAppointmentofStatutoryAuditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. BSR and Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022), the Statutory Auditors of the Company had been appointed for a term of 5 years i.e. from the conclusion of the 21st Annual General Meeting until the conclusion of the 26th Annual General Meeting, at the Annual General Meeting held on July 27, 2015, subject to ratification at every Annual General Meeting. Accordingly, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a certificate from the said Auditors confirming that their appointment, if ratified, would be within the prescribed limit under Section 139 of the Companies Act, 2013 and that they are not disqualified to act as the Auditors and are eligible to continue to hold office as Statutory Auditors of the Company. Your Directors recommend the ratification of appointment of M/s BSR and Co. LLP, Chartered Accountants as the Statutory Auditors of the Company.

VI. OTHER dISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are furnished as under:

a. ExtractofAnnualReturn:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended March 31, 2016 made under the provisions of Section 92(3) of the Act is attached as AnnexureVIII-Form MGT-9 which forms part of this Report.

b. ConservationofEnergy,TechnologyAbsorptionandForeignExchangeEarningsandOutgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in AnnexureIXwhich forms part of this Report.

c. CorporateGovernance:

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchange, a report on Corporate Governance is given in the AnnexureIVto this Report.

d. ManagementDiscussionAnalysis:

As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchange, a Management Discussion and Analysis Report is attached asAnnexureX to this Report.

e. WhistleBlowerPolicy:

The Company has adopted the Whistle Blower mechanism for Directors and employees to report genuine concerns about the unethical behavior, actual and suspected fraud, or violation of the Company’s Code of Conduct. The Whistle Blower Policy is available on the Company’s website and can be accessed in the link provided herein below:

http://geometricglobal.com/wp-content/uploads/ 2016/03/GLtd-Whistleblower-Policy-30-Apr-2014.pdf

f. Sexualharassment:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established Investigation and Redressal Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

VII. ACKNOWLEDGEMENTANDAPPRECIATION

The Directors gratefully acknowledge the contribution made by the employees towards the success of the Company. The Directors are also thankful for the co-operation, support and assistances received from the Customers, Banks, Investors, Central and State Government departments and local authorities.

ForandonbehalfoftheBoardofDirectors

Sd/- Sd/-_______________ _____________________JamshydGodrej ManuParpia(dIN –00076250) (dIN – 00118333)Chairman Managing director & CEO

Place: Mumbaidate: May 6, 2016

CIN : L72200MH1994PLC077342Regd.Office : Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai–400 079Tel No. : +91.22.2518 9205FaxNo. : +91.22.6705 6891E-Mail : [email protected] : www.geometricglobbal.com


Geometric Limited18

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FORMAOC-2

(Pursuanttoclause(h)ofsub-section(3)ofsection134oftheActandRule8(2)oftheCompanies(Accounts)Rules,2014)

Thisformpertainstothedisclosureofparticularsofcontracts/arrangementsenteredintobythecompanywithrelatedpartiesreferredtoinsub-section(1)ofsection188oftheCompaniesAct,2013includingcertainarmslengthtransactionsunderthirdprovisothereto

1. Detailsofcontractsorarrangementsortransactionsnotatarm’slengthbasis:

All the transactions with related parties are in the ordinary course of business and on arm’s length basis.

2. Detailsofmaterialcontractsorarrangementortransactionsatarm’slengthbasis:

(a) Name(s)oftherelatedparty : Geometric Americas Inc

(b) Natureofrelationship : Subsidiary

(c) Natureofcontracts/arrangements/transactions : Sales – Software Services

(d) Durationofthecontracts/arrangements/transactions : NA

(e) Salienttermsofthecontractsorarrangementsortransactions : Based on transfer pricing guidelines

(f) Amountin` : ` 1,743 Millions

(g) Justificationforenteringintosuchcontractsorarrangementsortransactions : Inter-Company Transactions

(h) Date(s)ofapprovalbytheBoard : May 6, 2016

(i) Amountpaidasadvances,ifany : Nil

ForandonbehalfoftheBoardofDirectors

Sd/- Sd/-

___________________ ______________________JamshydGodrej ManuParpia(dIN –00076250) (dIN – 00118333)Chairman Managing director & CEO

Place: Mumbaidate: May 6, 2016

Annexure‘II’-Board’sReport

Geometric Limited20

Annexure‘III’-Board’sReportDisclosureunderSEBI(ShareBasedEmployeeBenefits)Regulations,2014

A. SummaryofStatusofESOPsGranted

Thepositionoftheexistingschemesissummarizedasunder-SN. Particulars SchemeXIESOPScheme2011 SchemeXIIESOPScheme2013

- directorsSchemeXIIIESOPScheme

2013-Employees1 Details of the Meeting Annual General Meeting

(July 25, 2011)Annual General Meeting (July 29, 2013)

Annual General Meeting (July 29, 2013)

2 Approved 1,800,000 300,000 3,150,000 3 The Pricing Formula The exercise price of the

options shall be the 'Market Price' on the date of grant of the options as defined in 'SEBI (ESOS & ESPS) Guidelines, 1999.

The exercise price of the options shall be the 'Market Price' on the date of grant of the options as defined in 'SEBI (ESOS & ESPS) Guidelines, 1999.

The exercise price of the options shall be the 'Market Price' on the date of grant of the options as defined in 'SEBI (ESOS & ESPS) Guidelines, 1999.

4 Options Granted 2,004,350 250,000 3,304,600 5 Options Vested 277,692 125,000 398,990 6 Options Exercised 1,124,279 - 572,640 7 Options Forfeited / Surrendered

(Note 1) 597,379 - 1,040,720

8 Options Unexercised 282,692 250,000 1,691,240 9 Options Lapsed - - - 10 Total Number of Options in

force 282,692 250,000 1,691,240

11 Variation in terms of ESOP NA NA NA12 Total Number of Shares arising

as a result of Exercise of Options 1,124,279 - 572,640

13 Money realised by exercise of Options (` in Lakhs)

557.35 - 441.35

Note :1 The surrendered options can be reissued as per the terms of Schemes.

B. Employee-wisedetailsofoptionsgrantedduringtheFinancialYear 2015-16 to:

(i) Senior managerial personnel

Name No.ofoptionsgrantedJames W Foster 25,000Mark Strobel 25,000Martin Foerster 30,000Nambi Chandrasekaran 5,000Narendra Pitre 5,000Nitin Bhide 20,000Philippe Sottocasa 5,000Rajiv Salkar 100,000Sameer Atre 20,000Sandip Panat 10,000Shashank Patkar 100,000Shekhar Burande 5,000Sreekanth Jayanti 13,100Sukumar Bargale 5,000Sunil Mansharamani 35,000Vijay Soni 5,000Vinod Kumar Sharma 5,000

(ii) Employees who were granted, during any one year, options amounting to 5% or more of the options granted during the year

Name No.ofoptionsgranted

James W Foster 25,000

Mark Strobel 25,000

Martin Foerster 30,000

Rajiv Salkar 100,000

Shashank Patkar 100,000

Sunil Mansharamani 35,000

(iii) Identified employees who were granted option, during any one year, equal or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: NONE

C. Diluted Earnings Per Share pursuant to issue of shares onexerciseofoptionscalculatedinaccordancewithAccountingStandard (AS) 20: 14.85

Geometric Limited


D. WeightedaverageexercisepriceofOptionsgrantedduringtheyearwhose

(a) Exercise price equals market price 115.20

(b) Exercise price is greater than market price NA

(c) Exercise price is less than market price NA

Weightedaveragefairvalueofoptionsgrantedduringtheyearwhose

(a) Exercise price equals market price 59.95

(b) Exercise price is greater than market price NA

(c) Exercise price is less than market price NA

E. The stock-based compensation cost calculated as per theintrinsicvaluemethodfortheFinancialYear2015-16isNil.Ifthestock-basedcompensationcostwascalculatedasperthefairvaluemethodprescribedbySEBI,thetotalcosttoberecognisedin the financial statements for the year 2015-16 would be (`119,711,870).Theeffectofadoptingthefairvaluemethodonthenetincomeandearningspershareispresentedbelow:

ProFormaAdjustedNetIncomeandEarningPerShare

Particulars `NetIncome 976,833,654 Add: Intrinsic Value Compensation Cost - Less: Fair Value Compensation Cost (119,711,870)AdjustedProFormaNetIncome 857,121,784

Earning Per Share: Basic DilutedAsReported 15.09 14.85 AdjustedProForma 13.40 13.13

F. MethodandAssumptionsused toestimate the fair valueofoptionsgrantedduringtheyear:

The fair value has been calculated using the Black Scholes Option Pricing model

The Assumptions used in the model on a weighted average basis are as follows:

Variables 27-Jul-151. Risk Free Interest Rate 7.74%2. Expected Life 4.803. Expected Volatility 49.60%4. Dividend Yield 1.19%5. Price of the underlying share in market at

the time of the option grant.` 115.20

Annexure‘III’-Board’sReport(Contd.)

Geometric Limited22

Annexure‘IV’–Board’sReportCERTIFICATEONCORPORATEGOVERNANCE

To

The Members of GeometricLimited Plant 11, 3rd Floor Pirojshanagar, Vikhroli (West), Mumbai - 400 079

We have examined the compliance of conditions of Corporate Governance by Geometric Limited (‘the Company’) for the Financial Year ended March 31, 2016 as stipulated in Clause 49 of the Listing Agreement entered into by the Company with Stock Exchange(s) (upto 30th November, 2015) and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (w.e.f. 1st December, 2015) with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. 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, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

For RATHI & ASSOCIATES COMPANY SECRETARIES

HIMANSHU S. KAMdAR PARTNER

Place:Mumbai FCSNo.:5171 date: 6thMay,2016 COPNo.:3030

Geometric Limited


1. Company’sPhilosophyonCorporateGovernance:

The Company’s philosophy on Corporate Governance lays strong emphasis on transparency, accountability and integrity. The Company has implemented the requirements of the ‘Corporate Governance’ as mentioned in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Compliance Report of the Company is presented below.

2. BoardofDirectors:

a) CompositionofBoard

Geometrics’ Board has an optimum combination of Executive and Non-Executive Directors, to ensure independent functioning. During the Financial Year ended March 31, 2016, the Board comprised of eight Directors out of which seven were Non- Executive. The composition of the Board is in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Chairman of the Board is a Non-Executive Director.

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the companies in which he/she is a Director as detailed below. Necessary disclosures regarding committee positions in other public companies as of March 31, 2016 have been made by the Directors.

Except the Executive Director and Independent Directors, all other directors are liable to retire by rotation as per the provisions of Companies Act, 2013.

The names and categories of the Directors on the Board, their attendance at the five Board Meetings held during the year and the number of Directorships and Committee Chairmanships/Memberships held by them in other companies are given herein below:

Nameofthedirector

Designation Category No.ofBoardMeetingsattendedduringthe

year

Attend-ance at the lastAGM

No.ofotherDirectorships

held as at March 31, 2016*

CommitteePositioninotherpublicLtdCompaniesasat March 31, 2016#

Member Chairman

Mr. Jamshyd Godrej

Chairman Non-Executive;Non-Independent

4 Present 6 2 -

Mr. Manu Parpia MD and CEO Promoter; Executive;Non-Independent

4 Present 2 - -

Dr. Kyamas Palia Director Non-Executive;Non-Independent

5 Present 4 2 -

Ms. AnitaRamachandran

Director Non-Executive;Independent

5 Present 8 4 -

Mr. Milind Sarwate Director Non-Executive;Independent

5 Present 5 3 4

Dr. Richard Riff Director Non-Executive;Non-Independent

4 Present - - -

Mr. Ajay Mehra Director Non-Executive;Independent

4 Present 1 - 1

Mr. Marc Dulude Director Non-Executive;Independent

4 Present - - -

Notes: There are no inter-se relationship between our Board Members

* Directorships in Private, Foreign Companies and Section 8 Companies are excluded.

# Memberships/Chairmanship of only Audit Committee and Stakeholders’ Relationship Committee have been considered.

Annexure‘IV’–Board’sReport(Contd.)

Geometric Limited24

b) BoardProcedures

The Board meets at least once a quarter to review the quarterly performance and financial results. Board Meetings are governed with structured agenda. All major agenda items, backed up by comprehensive background information, are generally sent well in advance of the date of the Board Meeting to the Directors to enable the Board to take an informed decision. The Board is also free to recommend the inclusion of any matter for discussion in consultation with the Chairman. The Chief Financial Officer is normally invited to the Board Meetings to provide necessary insights into the working of the Company and for discussing corporate strategies.

The Minutes of the meetings of the Board are individually circulated to all Directors and confirmed at the subsequent Board Meeting. The finalized copies of the Minutes of the various Committees of the Board are also individually given to the Members of the Board and thereafter tabled at the subsequent Board Meeting for the Board’s view thereon.

The Board periodically reviews Compliance Reports in respect of laws and regulations applicable to the Company.

Five Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the Board Meetings were held and the number of Directors present were as follows:

SN. DatesonwhichtheBoardMeetingswereheld TotalstrengthoftheBoard

No.ofDirectorspresent(Physical)

1 April 27, 2015 8 82 July 27, 2015 8 83 November 2, 2015 8 84 February 8, 2016 8 65 March 15, 2016 8 2*

* 3 Directors attended through Video-Conference

EquitySharesoftheCompanyheldbyDirectorsasonMarch31,2016:

NameofDirector NumberofSharesheld PercentageMr. Jamshyd Godrej - -Mr. Manu Parpia 4,091,425 6.29Dr. Kyamas Palia 95,000 0.15Ms. Anita Ramachandran 85,000 0.13Mr. Milind Sarwate 50,000 0.08Dr. Richard Riff - -Mr. Ajay Mehra 50,000 0.08Mr. Marc Dulude 45,000 0.07

c) Re-appointmentofDirectors

Mr. Jamshyd Godrej (DIN: 00076250) is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment in the Annual General Meeting.

The brief resume of Mr. Jamshyd Godrej proposed to be re-appointed forms part of the Notice of the Annual General Meeting.

3. CommitteesoftheBoard

A. AuditCommittee:

a) ThebroadtermsofreferenceoftheAuditCommitteeasdefinedbytheBoardareasunder:

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

Review and monitor the auditors’ independence and performance, and effectiveness of audit process;

Examination of the financial statement and the auditors’ report thereon;


Geometric Limited


Approval or any subsequent modification of transactions of the company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Monitoring the end-use of funds raised through public offers and related matters;

Reviewing the functioning of the Whistle Blower mechanism;

Discuss issues with internal and statutory auditors;

To call for comments of the auditors about internal control systems, scope of audit including the observations of the auditors and review of the financial statements before submission to the Board;

Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

• matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

• changes, if any, in accounting policies and practices and reasons for the same

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arising out of audit findings;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions;

• modified opinion(s), if any, in the draft audit report;

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up thereon;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

b) PowersoftheAuditCommittee:

The Board delegated the following powers to the Audit Committee:

To investigate any activity within its terms of reference.

To seek information from any employee.

To obtain outside legal or other professional advice.


Geometric Limited26

To secure attendance of outsiders with relevant expertise, if it considers necessary.

The roles, functions, powers and duties of the Audit Committee, have been laid out in the Audit Committee Charter, duly adopted by the Board.

The composition of the Audit Committee and the details of meetings attended by the members of the said Committee are given below:

NameoftheMember Category No.ofMeetingsattended

Mr. Milind Sarwate (Chairman) Non-Executive, Independent 8

Dr. Kyamas Palia Non-Executive, Non-Independent 8

Dr. Richard Riff* Non-Executive, Non-Independent 7

Ms. Anita Ramachandran$ Non-Executive, Independent 7

Mr. Ajay Mehra# Non-Executive, Independent 8

*6 meetings attended through Video-Conference, $ 1 meeting attended through Video-Conference and # 1 meeting attended through Video-Conference.

Audit Committee meetings were held on April 27, 2015, July 9, 2015, July 24, 2015, October 8, 2015 , October 27, 2015, January 29, 2016, February 3, 2016 and March 15, 2016. The necessary quorum was present at all the meetings.

The Audit Committee Meetings are attended by Chief Financial Officer/ Financial Controller of the Company and the representatives of Statutory Auditors and Internal Auditors. The operation heads are also invited to the meetings as required. The Company Secretary acts as Secretary of the Committee.

The previous Annual General Meeting of the Company was held on July 27, 2015 and it was attended by Mr. Milind Sarwate, Chairman of the Audit Committee.

B. NominationandRemunerationCommittee:

Thetermsofreferenceareasfollows:-

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of Independent Directors and the Board;

Devising a policy on Board diversity;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

Extension or continuation of the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors; and

Granting of employee stock options based on performance criteria of the employee under various stock option schemes of the Company.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by the members of the said Committee are given below:

NameoftheMember Category No.ofMeetingsAttended

Ms. Anita Ramachandran (Chairperson) Non-Executive, Independent 4

Mr. Jamshyd Godrej Non-Executive, Non-Independent 3

Mr. Milind Sarwate Non-Executive, Independent 4

Mr. Ajay Mehra Non-Executive, Independent 3

Nomination and Remuneration Committee meetings were held on April 27, 2015, July 27, 2015, November 2, 2015, and February 8, 2016. Necessary quorum was present at all the meetings.


Geometric Limited


ExtractofNominationandRemunerationPolicy:

Theobjectivesofthispolicyare:

(a) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Independent, Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions;

(b) To recommend the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

(c) To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel and provide necessary report to the Board for further evaluation by the Board;

(d) To devise a policy on Board diversity;

(e) To determine plans for orderly succession of the Board and Senior Management.

(f) To align director, key managerial personnel and other employees’ remuneration with sustainable shareholder value;

(g) To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(h) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(i) Remuneration to directors, key managerial personnel and other employees involves a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

ManagementStaff:

Compensation of employees largely consists of basic remuneration, perquisites and other benefits and Employee Stock Option Plan as per SEBI Guidelines. The components of the total compensation vary for different grades and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled, and individual performance of the employee.

Non-ExecutiveDirectors:

Pursuant to the Members’ approval at the Annual General Meeting held on July 25, 2011, the Company had obtained approval from the Central Government for payment of commission upto 3% of the Net Profits of the Company restricted to 1.5% of the Profit before Tax based on Audited Consolidated Financial Accounts of the Company per annum to Non-Executive Directors. Accordingly, the Company pays commission to all the Non-Executive Directors within the said limits. The total Commission payable for the year ended March 31, 2016, to the Non-Executive Directors, amounted to ` 1,15,50,000.

The details of commission payable and sitting fees paid to the Non-Executive Directors for the Financial Year 2015-16 are summarized below:-

NameoftheDirectorCommission

(`)SittingFees

(`)

Mr. Jamshyd Godrej 1,650,000 135,000

Mr. Milind Sarwate 1,650,000 370,000

Dr. Richard Riff 1,650,000 270,000

Ms. Anita Ramachandran 1,650,000 350,000

Dr. Kyamas Palia 1,650,000 320,000

Mr. Ajay Mehra 1,650,000 325,000

Mr. Marc Dulude 1,650,000 100,000

Total 11,550,000 1,870,000


Geometric Limited28

Under ESOP Scheme 2013 - Directors, the eligible Directors were granted stock options on October 21, 2013 @ ` 76.10 respectively and vested stock options are exercisable within five years from date of grant. The details of shares and Employee Stock Options held by the Non-Executive Directors as on March 31, 2016, were as given below:

NameoftheDirectorNo.of

Shares heldNo.ofStockOptionsHeld*

No.ofstockoptionsvestedandunexercised#

Mr. Jamshyd Godrej - - -

Mr. Manu Parpia 4,091,425 - -

Dr. Kyamas Palia 95,000 50,000 40,000

Ms. Anita Ramachandran 85,000 50,000 25,000

Mr. Milind Sarwate 50,000 50,000 25,000

Dr. Richard Riff - 50,000 50,000

Mr. Ajay Mehra 50,000 50,000 40,000

Mr. Marc Dulude 45,000 - -

* The above options were issued at fair market value. The options granted are scheduled to vest after one year and within a maximum period of three years from the date of grant of such dates of the grant on such dates as will be specified by the Nomination and Remuneration Committee in its entire discretion of the grant on such dates as will be specified by the Nomination and Remuneration Committee in its entire discretion.

# The eligible Directors have exercised part of the vested options in May, 2016.

As per provisions of the Companies Act 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors are not entitled to any stock options.

ExecutiveDirectors:

Mr. Manu Parpia was re-appointed as Managing Director and Chief Executive Officer w.e.f. April 8, 2015 for a period of two years subject to approval of Members.

His remuneration for the period commencing from that date, has been approved by the Nomination and Remuneration Committee of the Board of Directors and by the Members in the previous Annual General Meeting as required under the Companies Act, 2013.

Remuneration to Executive Directors –

The details of remuneration paid/payable to Mr. Manu Parpia, for the period from April 8, 2015 to March 31, 2016, are given below:

Particulars Amounts(in`)

Salary 17,814,137

Performance and Service Bonus 16,715,233Car perquisite 39,600Total 34,568,970

Service Contract : upto April 7, 2017

Notice Period : 6 months

Severance Fees : NIL

The performance criteria for MD’s remuneration have been set by the Nomination & Remuneration Committee based on revenue and net profit targets and certain other qualitative goals.

C. Stakeholders’RelationshipCommittee:

The Company has constituted Stakeholders’ Relationship Committee of Directors to look into and investigate into investor’s complaints like transfer of shares, non-receipt of declared dividends etc. and take necessary steps for redressal thereof.


Geometric Limited


ThetermsofreferencefortheStakeholders’RelationshipCommittee:

To consider and resolve the grievances of security holders of the Company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

The composition of the Stakeholders’ Relationship Committee is given below:

NameoftheMember CategoryMr. Jamshyd Godrej (Chairman) Non-Executive, Non-IndependentMr. Manu Parpia Promoter, Executive, Non- IndependentDr. Kyamas Palia Non-Executive, Non-Independent

Ms. Sunipa Ghosh, Company Secretary and Compliance Officer, acts as Secretary of the Committee.

Stakeholders’ Relationship Committee meetings were held on April 27, 2015, July 27, 2015, November 2, 2015 and February 8, 2016. All Members were present and necessary quorum was present at all the meetings.

ShareTransfersinPhysicalMode:

In order to expedite the process of share transfers, the Directors delegated the power to the Company’s Registrar and Share Transfer Agent (The RTA), Link Intime India Pvt. Ltd.

The RTA transfers the shares received in the physical mode on a fortnightly basis, on receipt of requests for such physical transfers. Summary of the shares transferred is noted/ ratified at the next Board Meeting.

Requests/Grievances/Complaints received and resolved during the year 2015-16:

NatureofRequests/Grievances/Complaints

OpeningBalanceasonApril1,2015

Received duringtheyear

Resolved duringtheyear

Closing Balance as on March 31, 2016

Non-receipt of dividend warrant Nil 04 04 Nil

Total Nil 04 04 Nil

D. CorporateSocialResponsibilityCommittee:

The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:

(i) To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

(ii) To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress; and

(iii) To recommend the amount of expenditure to be incurred on the CSR activities.

The composition of the Corporate Social Responsibility Committee is as under:

NameoftheMember CategoryMr. Milind Sarwate (Chairman) Non-Executive, IndependentMr. Ajay Mehra Non-Executive, IndependentMr. Manu Parpia Promoter, Executive, Non- Independent

4. EvaluationoftheBoardofDirectorsandIndependentDirectors:

Pursuant to the provisions of the Companies Act, 2013 and Part D of Schedule II of Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has set out the basis for the annual performance evaluation of the Board, the Directors individually and Independent Directors.

A structured questionnaire prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, succession planning, working relationship between Board and senior management, quality of information from senior management to the Board, Board culture, execution and performance of specific duties, obligations and governance.


Geometric Limited30

A separate exercise was carried out to ascertain the broad parameters of the performance of Independent Directors, which include preparedness and participation of the Independent Director for the Board meeting, understanding of the relevant industry and business, Inter-relationships with other Board members, ability to communicate views clearly, level of engagement beyond the normal call of duty, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

IndependentDirectors’Meeting:

During the year under review, a separate meeting of the Independent Directors, without the presence of non-independent directors and members of the management was held on March 23, 2016 inter-alia, to:

• Basis and manner of evaluation of Independent Directors, Non-Independent Directors and the Board of Directors as a whole;

• Basis of evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

• Evaluation of the quality, quantity and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

The effectiveness of the Board was evaluated and found to be adequate in relation to the functioning of the Company vis-à-vis Company’s performance, relationship with stakeholders and communication with the Management. The flow of information between the Management and Board was found to be satisfactory.

Various performance indicators were used to evaluate the efficacy of the Independent Directors from the perspective of contributing in various ways to the governing of the Company and its operations. The results of the discussion and review indicated that the Independent Directors have adequately contributed by actively participating in the meetings of the Board and its committees and in the long term strategic planning. The Management has also been guided by the Independent Directors in addressing business challenges and risks and to long term strategic planning.

FamiliarizationprogrammeforIndependentDirectorsandtheBoard

The Company follows a continuous orientation and training programme for the Independent Directors and the Board to understand and get updated on the business and operations of the Company.

At the quarterly Board meetings of the Company, presentations are put up before the Board and the Independent Directors, on the following topics:

1. Business overview and an outline of Corporate Plan and Annual targets

2. Overview of Sales and Marketing

3. Financial Performance and budget and control processes

4. Orientation on Statutory compliances as a Board Member

5. Recent changes in the corporate law mechanism in the country and compliance management,

6. Risk mitigation

The Board was kept abreast with the Highlights of Companies Act, 2013 and recently introduced SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with presentations made at the Board meetings emphasizing the following points:

• Applicability

• Control and Consolidation

• Dividend and Depreciation

• Directors – Woman Director and Independent Directors

• Directors – Meetings, Duties, Directorships and Report

• Related party transactions

• Key Management Personnel

• Corporate Social Responsibility Rules and requirement as applicable for the Company.


Geometric Limited


• Loans, Guarantees and Investments

• Audit and Auditors

• Matters under Part A of Schedule II of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• Governance requirements related to Audit Committee responsibilities has been documented in an Audit Committee Charter under guidance of the Audit Committee Chairman and shared with the Directors

Apart from the above, the Board is updated on Annual Management Plan and Budget with formal review and discussion at the meetings with the CEO and the senior leadership team.

In order to familiarize the Independent Directors with their roles and responsibilities, they are issued formal letters of appointment outlining his / her role, function, duties and responsibilities as a Director. The section on the roles and responsibilities and Code of Conduct for Independent Directors is available on our website, http://geometricglobal.com/investors/corporate-governance/.

5. GeneralBodyMeetings i. Detailsoflocationandtime,ofGeneralMeetingsandSpecialResolutionspassedinlastthreeyears: AnnualGeneralMeetings:

Year date Time Location SpecialResolutionspassed2014-15 July 27, 2015 11.30 a.m. Conference Room no.

307, 3rd Floor,Godrej and Boyce Mfg. Co Ltd, Plant 13 (Annexe),Gate No 8 (Industries gate),Pirojshanagar, Vikhroli (East),Mumbai-400 079

1. Re-appointment of Mr. Manu Parpia as Managing Director & CEO for two years w.e.f. April 8, 2015 and payment of remuneration.

2013-14 July 23, 2014 11.30 a.m. Conference Room no.307, 3rd Floor,Godrej and Boyce Mfg Co Ltd, Pl/ant 13 (Annexe),Gate No 8 (Industries gate),Pirojshanagar, Vikhroli (East),Mumbai-400 079

None

2012-13 July 29, 2013 11.30 a.m. Plant 6, Pirojshanagar,Vikhroli (W),Mumbai – 400 079

1. Re-appointment of Dr. Richard Riff as Consultant of Geometric Americas Inc.

2. Re-appointment of Mr. Manu Parpia, Managing Director and CEO for two years w.e.f April 8, 2013 and payment of remuneration.

3. Approval for issue of 300,000 stock options under ESOP Scheme 2013 – Directors.

4. Approval for issue of 3,150,000 stock options under ESOP Scheme 2013 - Employees.

5. Extending the benefits of ESOP Scheme 2013 - Employees to the employees of the direct and indirect subsidiaries of the Company.

6. Alter the existing Article Nos. 140, 141 and 145 in the Articles of Association of the Company


Geometric Limited32

Resolutions passed at AGM held on July 27, 2015 were passed through Remote e-Voting and ballot and Resolutions passed at AGMs held on July 23, 2014 and July 29, 2013 were put to vote by show of hands and were passed with the requisite majority.

ii. Postal Ballot

During the year, a postal ballot was conducted as set out in the notice dated November 2, 2015 for approval of Geometric Employee Stock Option Scheme 2015 and approval of grant of options to employees and directors of subsidiaries of the Company under Geometric Employee Stock Option Scheme 2015.

The aforesaid special resolution was passed with requisite majority as of January 5, 2016. Mr. Himanshu Kamdar, Practicing Company Secretary, was appointed as Scrutinizer for conducting the Postal Ballot exercise in a fair and transparent manner. There is no immediate proposal for passing any resolution through Postal Ballot. None of the businesses proposed to be transacted at the ensuing Annual General Meeting require passing a resolution through Postal Ballot.

Detailsofvotingpattern:

SN. AgendaItem Resolutiontype

No.ofvotespolled

Votes-infavour Votes -againstNo.ofVotes % No.of

Votes -%

1. Approval of Employee Stock Option Scheme 2015 under Section 62(1)(b) of the Companies Act, 2013.

Special 26,256,514 25,017,190 95.28 1,239,324 4.72

2. Approval of grant of options to employees of Subsidiary Companies of the Company under Geometric Employee Stock Option Scheme 2015.

Special 26,256,534 24,961,060 95.07 1,295,474 4.93

ProcedureforPostalBallot

a. The Board of Directors of the Company, vide their board resolution dated November 2, 2015, had appointed Mr. Himanshu S. Kamdar of M/s. Rathi & Associates, Practising Company Secretaries, as the Scrutinizer for conducting the postal ballot voting process.

b. After receiving the approval of the Board of Directors, the Notice, Explanatory Statement alongwith the Postal Ballot Form and reply-paid self-addressed envelope were dispatched to the shareholders to enable them to consider and vote for or against the proposals within a period of 30 days from the date of dispatch. The Company had completed the dispatch on December 4, 2015.

c. Calendar of Events was filed with the Registrar of Companies, Maharashtra within the stipulated period.

d. The voting under the postal ballot was kept open from 9.00 a.m. on Friday, December 4, 2015 and ends on 5.00 p.m. on Sunday, January 3, 2016.

e. Particulars of postal ballot forms received from the members using the electronic platform of CDSL were entered in the said register separately maintained for the purpose.

f. All postal ballot forms received up to the close of working hours (5.00 p.m.) on Sunday, January 3, 2016, the last date and time fixed by the Company for receipt of the forms, had been considered for their scrutiny.

g. Envelopes containing postal ballot forms received after close of business hours on Sunday, January 3, 2016 were not considered for their scrutiny.

h. The Scrutinizer, after due verification, submitted his report on January 5, 2016 and the results of the Postal Ballot were declared by the Managing Director on January 5, 2016. The same was posted on the website of the Company.

6. Disclosures

i. The particulars of transactions between the Company and its related parties as per the Accounting Standard 18 “Related Party Disclosures” issued by the ICAI are set out in the Annual Report separately. However, these transactions are not likely to have any conflict with the Company’s interest.


Geometric Limited


ii. No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matters related to capital markets during the last three years.

iii. The Company has complied with all the mandatory requirements under Part A of Schedule II of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance of the Listing Agreement with the Stock Exchanges.

iv. The Company has complied, wherever applicable, with the corporate governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

v. The Company has adopted the Whistle Blower mechanism for Directors and employees to report the concerns about the unethical behavior, actual and suspected fraud, or violation of the Company’s Code of Conduct. No personnel has been denied access to the Audit Committee. The Whistle Blower Policy is available on our website at the link below: http://geometricglobal.com/wp-content/uploads/2016/03/GLtd-Whistleblower-Policy-30-Apr-2014.pdf

vi. The Code of Conduct for Prevention of Insider Trading has also been amended from time to time in line with the amended SEBI (Prohibition of Insider Trading) Regulations, 2015 in this regard. All the Directors on the Board as well as senior level employees/officers of the Company who could be privy to unpublished price sensitive information of the Company are governed by this Code.

vii. The Company has adopted a Code of Conduct for all Board Members and Senior Management of the Company. The Code is hosted on the website of the Company, and a declaration on affirmation of compliance of the Code annexed herewith and forms part of this Report.

viii. The Notice convening the Annual General Meeting of the Company has necessary disclosures relating to the appointment/re-appointment of Directors.

ix. Annual Report has a detailed chapter on Management Discussion and Analysis.

x. The Company has paid the Annual Listing fees of the Stock Exchanges, where the shares of the Company are listed.

xi. The policy for determining material subsidiaries as approved, may be accessed on the Company’s website at the link:

http://geometricglobal.com/wp-content/uploads/2014/ 11/Policy_on_Material_Subsidiaries.pdf

xii. The policy on dealing with Related Party Transactions is available on http://geometricglobal.com/wp-content/uploads/2014/11/Policy_on_RPT.pdf

xiii. The securities of the Company are not suspended from trading on any of the Stock Exchanges.

xiv. Since the Company is not engaged in the field of manufacturing goods, disclosures on commodity price risks and commodity hedging activities are not applicable to the Company.

xv. DiscretionaryRequirementsunderRegulation27(1) readwithPartEof Schedule IIof SEBI (ListingObligationsandDisclosureRequirements)Regulations,2015:

The status of compliance with discretionary recommendations prescribed in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges is provided below:

A. The Board: Chairman’s office is separate from that of the Managing Director & CEO. The Chairman of the Company is a Non-Executive Director and the Chairman’s office is maintained by the Chairman himself.

B. Shareholders’ Rights: As the quarterly and half yearly financial performance along with significant events are published in the newspapers and are also posted on the Company’s website, the same are not being sent to the shareholders.

C. ModifiedOpinion(s)inAuditorsReport: The Company’s financial statement for the year 2015-16 does not contain any modified audit opinion.

D. SeparatepostsofChairmanandManagingDirector:The Chairman of the Board is a Non-executive Director and his position is separate from that of the Managing Director.

E. ReportingofInternalAuditor:The Internal Auditor reports to the Audit Committee.


Geometric Limited34

7. MeansofCommunication

The Un-audited/Audited quarterly/half yearly/yearly financial statements are announced within 45 days of the end of the quarter and yearly financial statement within 60 days of the end of Financial Year. The aforesaid financial statements are taken on record by the Board of Directors and are communicated to the Stock Exchanges where the Company’s securities are listed. Once the Stock Exchange have been intimated, these results are given by way of a press release to various news agencies/analyst and published within 48 hours in one National English newspaper (Free Press Journal, Business Standard) and one Marathi newspaper (Navshakti).

The quarterly/half yearly and the annual results as well as the press releases of the Company and presentations made to the analysts are put on the Company’s website www.geometricglobal.com. The website also displays official news releases.

The Company also informs by way of intimation to the Stock Exchanges all price- sensitive matters or such other matters which in its opinion are material and of relevance to the shareholders.

8. GeneralInformationforShareholders

i. AnnualGeneralMeeting:

DateandTime: Tuesday, August 9, 2016 at 12.00 noon

Venue : Conference Room no. 307, 3rd Floor, Godrej and Boyce Manufacturing Co Ltd, Plant 13 (Annexe), Gate No 8 (Industries gate), Pirojshanagar, Vikhroli (East), Mumbai-400 079

ii. TheFinancialYearcoverstheperiodfrom1stAprilto31st March

The Company follows April – March as its Financial Year. The results for every quarter beginning from April are declared in the month following the quarter.

iii. NameandcontactdetailsoftheComplianceOfficer:

Ms. Sunipa Ghosh Company Secretary and Compliance Officer, Tel No. 022.2518 9205 Fax No. 022.6705 6891 E-mail: [email protected]

iv. BookClosure:

The Registrar of Members and the Share Transfer Books of the Company is not required to be closed.

v. Dividend:

The Directors declared payment of 150% Interim dividend to the shareholders for the year, at the rate of ` 3 per Equity Share of ` 2 each, on March 15, 2016 and was paid March 30, 2016 onwards.

The Board of Directors declared that the Interim dividend of ` 3 per share (150%) paid in March 2016, be confirmed as Final dividend for Financial Year 2015-16.

vi. ListingonStockExchanges:

The Company’s securities are listed on the following Stock Exchanges.

EquityShares

BSELimited(BSE)25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

NationalStockExchangeofIndiaLtd.(NSE) Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

Stock/ScripCodeandISIN/CommonCodeNumber

BSE Limited (BSE) 532312

National Stock Exchange of India Ltd. (NSE) GEOMETRIC

ISIN Number with NSDL and CDSL INE797A01021


Geometric Limited


vii. MarketPriceData:

Monthly High, Low and Volume of the Company’s shares during 2015-16 at BSE and NSE

Month BombayStockExchange NationalStockExchange

High (`) Low(`) Volume High (`) Low(`) Volume

Apr-15 201.90 122.75 61,96,038 201.70 123.15 25,253,145

May-15 147.20 124.60 27,09,465 147.15 124.00 10,540,814

Jun-15 135.00 101.50 25,80,297 134.80 101.55 7,764,814

Jul-15 134.95 107.85 49,35,891 136.00 108.05 17,933,111

Aug-15 148.45 109.05 40,80,855 148.55 108.80 14,931,324

Sep-15 143.15 122.15 24,42,949 143.50 122.50 9,140,752

Oct-15 145.00 128.00 17,98,309 144.80 123.40 7,147,646

Nov-15 182.50 136.00 62,43,273 182.60 135.90 24,556,507

dec-15 195.30 152.40 40,72,738 195.45 152.30 17,599,944

Jan-16 191.15 143.25 25,24,241 191.40 143.25 9,114,001

Feb-16 172.50 136.05 26,58,012 172.70 136.00 10,100,598

Mar-16 206.00 144.50 50,13,550 206.70 144.35 23,613,955

viii. PerformanceincomparisontobroadbasedindicessuchasBSEINDEX:

55

75

95

115

Apr/15 May/15 Jun/15 Jul/15 Aug/15 Sep/15 Oct/15 Nov/15 Dec/15 Jan/16 Feb/16 Mar/16

% C

hang

e

Months

Sensex Geometric

ix. RegistrarandTransferAgentsInvestorService:

Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai-400 078.


Geometric Limited36

x. ShareTransferSystem:

99.39% of the shares of the Company are in electronic form. Transfer of these shares is done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form the transfer documents can be lodged with Link Intime at the above-mentioned address. Transfer of shares in physical form is normally processed within ten to fifteen days from the date of receipt, if the documents are complete in all respects.

xi. DistributionofShareholdingasonMarch31,2016:

CategoryofShares NumberofShareholders PercentageofShareholders

No.ofShares PercentageofTotal

1 -- 5000 25496 97.36 8,371,802 12.875001 -- 10000 307 1.17 2,299,299 3.5410001 -- 20000 173 0.66 2,535,256 3.9020001 -- 30000 68 0.26 1,671,272 2.5730001 -- 40000 36 0.14 1,280,393 1.9740001 -- 50000 30 0.11 1,377,654 2.1250001 -- 100000 40 0.15 2,989,406 4.60 100001 and above 38 0.15 44,505,332 68.43Total 26188 100 65,030,414 100

xii. CategoriesofShareholdersasofMarch31,2016:

Category Shares Percent

Promoters and Promoter Group 24,518,933 37.70

Clearing Members 755,903 1.16

Other Bodies Corporates 2,846,727 4.38

Directors (Excluding Promoter Director)

325,000 0.50

Financial Institutions 53,835 0.08

Foreign Institutional Investors 1,733,566 2.67

Hindu Undivided Family 1,372,886 2.11

Mutual Funds 587 0.00

Nationalised Banks 400 0.00

Non Nationalised Banks 18,759 0.03

Non Resident Indians (Repatriable) 582,128 0.90

Non Residents (Non Repatriable) 338,755 0.52

Public 28,861,334 44.38

Trusts 3,000 0.00

G I C and Its Subsidiaries 69,026 0.11

Foreign Portfolio Investor (Corporate) 3,549,575 5.46

TOTAL 65,030,414 100


Geometric Limited


xiii. Dematerializationofsharesandliquidity:

The equity shares of the Company are compulsorily traded in dematerialized form.

As on March 31, 2016, 99.39% Equity shares have been dematerialized. The shares have been admitted for dematerialization with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Shareholders have option to dematerialize their shares with either of the depositories.

xiv. OutstandingGDRs/WarrantsoranyConvertibleInstruments,conversiondateandlikelyimpactonequityOutstandingGDR:

The Company has not issued any Global Depository Receipts (GDRs)/ American Depository Receipts (ADRs) and there are no Outstanding GDRs/Warrants or any Convertible Instruments as on March 31, 2016, the conversion thereof, which may have a likely impact on equity share capital of the Company.

xv. LocationofofficesofCompanyandAddressofcorrespondence(includingsubsidiaries):

Mumbai(RegisteredOffice) Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai 400 079

NaviMumbai(CorporateOffice) Unit No. 703-A, 7th Floor, B Wing, Reliable Tech Park, Airoli, Navi Mumbai – 400 708.

Pune Quibix Technologies Pvt Ltd (SEZ), Block IT-2, 3rd floor, S. No. 154/6,Rajiv Gandhi InfoTech Park Phase-I, Hinjewadi, Pune 411 057

Quibix Technologies Pvt Ltd (SEZ), Block IT-5, 5th and 6th floor, S. No. 154/6, Rajiv Gandhi InfoTech Park Phase-I, Hinjewadi, Pune 411 057

Plot 6 and 8, Rajiv Gandhi InfoTech Park, MIDC, Phase – I, Hinjewadi, Pune – 411 057.

Bengaluru Embassy TechVillage, Ground Floor, Tower 3 of 2B, Survey No. 12/3 & 12/4 of Devarabeesanhalli Village, Varthur Hobli, Bangalore East Taluka, Bengaluru – 560 037

Chennai SP Info City, Block A, 1st Floor, Module 4, No.40, MGR Salai, Perungudi, Kandanchavadi,Chennai 600 096

Hyderabad Office Level 1, H-08 Building, Hitec City 2, Phoenix Infocity Pvt Ltd SEZ Gachibowli (V), Serilingampally Mandal, R. R. District, Hyderabad 500 032 India

Subsidiaries(DirectSubsidiaries)

3DPLMSoftwareSolutionsLimited Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai 400 079

Unit No. 703-B, 7th Floor, B Wing, Reliable Tech Park, Airoli, Navi Mumbai – 400 708

Plot No. 4, Pune Infotech Park, M.I.D.C. Hinjewadi, Taluka Mulshi, Pune 411 057

Plot No. 15/B, Pune Infotech Park, M.I.D.C. Hinjewadi, Taluka Mulshi, Pune 411 057

Poonamchand Complex, 2nd and 3rd Floor, No. 46/B and 47, 1st Main Road, 3rd Phase,J P Nagar, Bangalore - 560 078

Subsidiaries(DirectSubsidiaries)

GeometricAsiaPacificPte.Ltd. 78 Shenton Way #26-02A, Singapore 079120.

GeometricAmericas,Inc. 50 Kirts Blvd. Suite A, Troy, MI 48084, USA

GeometricEuropeGmbH Dachauerstrasse 15a 85764 Oberschleissheim, Munich, Germany


Geometric Limited38

OTHER SUBSIdIARIES

3DPLMGlobalServicesPvt.Ltd. Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai 400 079

Quibix Technologies Pvt Ltd (SEZ), Block No IT9, 4th Floor, Plot No 2, Rajiv Gandhi Infotech Park, Phase 1, Hinjewadi, Pune 411 057

GeometricChina,Inc. 23B, 855 South Pudong Rd, Pudong New Area, Shanghai, PRC.

GeometricSAS(France) 17, Avenue Didier Daurat Bâtiment Socrate, First Floor 31702 Blagnac Cedex, Toulouse, France

GeometricSRL(Romania) Parcul Mic 19-21, bl.2 sc.A Mezzanine Brasov, 500386, Romania

GeometricGmbH Dachauerstrasse 15 85764 Oberschleissheim, Munich, Germany

Business Park - Osterhofener Str. 12, 93055, Regensburg, Germany

xvi. AddressforCorrespondence

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of dividend or any other query relating to shares:

Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai-400 078. Tel: 022 – 2596 3838, Fax: 022 – 2594 6969

Forgeneralcorrespondence:

GeometricLtd.

Unit No. 703-A, 7th Floor, B Wing, Reliable Tech Park, Airoli, Navi Mumbai – 400 708. Tel: 022 – 2518 9205, Fax: 022 – 6705 6891 E-mail: [email protected]

ShareholderswhoholdsharesindematerializedformshouldcorrespondwiththedepositoryparticipantwithwhomtheyhaveopenedtheirDematAccount(s).


DeclarationonComplianceofCodeofConduct

[PursuanttoPartDofScheduleVoftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015]

I, Manu Parpia, Managing Director and CEO of Geometric Limited, do hereby declare and confirm that all the Board Members and Senior Managerial Personnel have affirmed to the Board of Directors the compliance of the Code of Conduct as laid down by the Board.

For GeometricLimited

Sd/-ManuParpia

Place: Mumbai Managing director and CEOdate: May 4, 2016 dIN: 00118333

Geometric Limited


ANNuALREPORTONCORPORATESOCIALRESPONSIBILITY(CSR)ACTIVITIES

OverarchingPhilosophy

Geometric is a staunch supporter of the philosophy of inclusive growth. It has been our endeavour to give back to the society and to facilitate the integration of the marginalized communities into mainstream society and the economy. We aspire to build a reputation of being one of the most socially and environmentally responsible companies in India.

CSRPolicy

Within the realm of inclusive growth, Geometric has identified key issues, keeping in mind the basic social, environmental and economic needs of our society. We seek to address the issues at hand, by imbibing the principles of ‘sustainability and social responsibility’ in the business strategy of the Company at large.

For a long time now, Geometric had been undertaking a host of socially and environmentally responsible activities via the UDAAN initiative. UDAAN is largely employee driven initiative pledged to a mission of providing better access to education and career improvement opportunities to underprivileged children and youth.

With the formulation of the CSR Law in 2013, we have streamlined our body of work into a CSR Policy and have formalized our priorities, keeping in mind our overarching philosophy.

OurCSRPolicyaimsto:

• Achieve positive and sustainable change in the community via a three pronged approach, targeting social, economic and environmental needs.

• Undertake and implement projects in a manner that will yield long term, self sustaining results.

• Utilize company assets (available skill sets and infrastructure) for the benefit of the underprivileged community.

• Encourage voluntary engagement by employees

CSR Policy Weblink: http://geometricglobal.com/wp-content/uploads/2016/01/CSR-Policy-GL.pdf

TheCSRCommittee

The aim of the CSR Committee is to develop and monitor the CSR Framework for the Company, identify suitable projects, lay down the guidelines for, and oversee the implementation of the projects. The Committee will also be responsible for measuring success of the activities undertaken and for periodic CSR reporting.

TheCSRCommitteeatGeometricisconstitutedof

1) Mr. Milind Sarwate, Independent Director


3) Mr. Manu Parpia, Managing Director & CEO

AveragenetprofitoftheCompanyforlastthreefinancialyears

Average net profit: ` 68.73 Crores, as computed under Section 135 and 198 of the Companies Act, 2013

PrescribedCSRExpenditure

The Company’s prescribed expenditure was ` 1,00,57,488 towards CSR, for the year under review as computed under Section 135 and 198 of the Companies Act, 2013.

SectorFocusandLocationofSpending

In compliance with Schedule VII of the Companies Act 2013, Geometric has identified the following focus areas for its CSR spending for the year 2015-16.

- Education

- Skill Development

- Disaster Relief

Annexure‘V’–Board’sReport

Geometric Limited40

Geographically, Geometric has undertaken CSR Projects in cities where it has a presence, including Mumbai, Pune and Chennai.

DetailsofCSRamountspentduringtheFinancialYear

Total amount spent for the Financial Year: ` 1,00,57,488

ImplementationStrategyandPartners

Geometric has worked with third party implementation agencies to carry out the CSR Projects, as identified. Most of the agencies are pioneers in their field of work and Geometric has established long term relationships with them.

The details of the initiatives funded are herewith mentioned along with names of the third party implementation agency

Implementationagency

CSRproject Activitiesbeingsupported

COEPTrust 3DPrinting • Procurement of a 3D Printing and organisation of a workshop• Promotion of the use of 3D Printer technology in the community to enable

them to understand the power of 3D printing and give them exposure to the 3D printing technology.

• Appointment of a Lab manager.• 1 SLS technology based 3D Printer and a 3D scanner have been procured and

2 workshops on Rapid Prototyping have been organized by COEP.• A Website on the project has also been developed

SevaSahayog MobileScienceLab • One-time expense for procurement of Pickup Van, lab equipment, laptop, projector, generator & building the lab on chassis.

• Recurring expenses like teacher’s & driver’s salary, vehicle maintenance for 3 months.

• The van & the lab equipments have been procured. It is ready for use from next academic year starting June 2016.

RotaryClub TEACHProgram • Providing educational software for e-learning for students from 1-12th standard.

• The eLearning software by Chaitanya Software Technologies is installed in 24 schools within 20 km radius of Paud – Kolvan & Teachers training has been carried out.

DoorStepSchool HomeLendingLibrary • First instalment paid towards supporting staff involved in Home Lending Library project for 2016-17.

• Fund will be used for procurement of stationery like books, bags, etc.• To support 35 PCMC schools under this project.

Study aid in the form ofprojectcharts

• Funding the procurement of educational material.• Supporting 80 construction sites for children between ages 3 to 14.

BhoomikaTrust ChennaiFloodRelief • Supported relief work in Chennai after December 2015 rains.• Matched employee contribution.

NavakshitijNGO DayCareCentre • One-time donation towards improving the wellbeing of mentally challenged adults.

• Donation was made towards teaching them life skills and vocational skills.MaherAshram Supportdestitutewomenand

children• One-time donation towards providing shelter and supporting destitute

women and children.• Donation was made towards educating the children.

Detailsoftheprojectsareashereunder

a) Geometric3DMakeLab

Geometric has set up a 3D Make Lab in the premises of the College of Engineering, Pune (COEP).

3D Make Lab is a public access facility for 3D printing and related technologies, providing education and facilitating skill development in the field of 3D printing.

Annexure‘V’–Board’sReport(Contd.)

Geometric Limited


In FY16, Geometric entered the 2nd year of partnership with COEP. Under the aegis of this partnership, two workshops were conducted by COEP in August 2015 and in January 2016, to provide first hand training in the assembling of 3D Printers and hence educating the students on building their own 3D printers.

b) MobileScienceLab

The Seva Sahayog Foundation (SSF) is a non-profit company established in 2009. The Seva Sahayog Foundation is a network or organisations that aims at engaging with socially conscious corporates, groups and individuals, with NGOs of matching interests.

Geometric has been associated with the Foundation for over three years now and has actively participated in several of its activities including ‘The School Kit drive’ and ‘Walk for Seva’.

In the last Financial Year, Geometric in collaboration with the Seva Sahayog Foundation Initiated the Mobile Science Lab Project, targeted towards the students who lack exposure to a proper science lab and are forced to learn science without actually performing the experiments. To address this problem, it rolled out the first Mobile Science Lab in Pune on February 27, 2016 with the Hon. Governor of Maharashtra inaugurating the lab.

Theobjectiveofthisprojectareasfollows:

• To provide underprivileged (urban & rural) school children with an opportunity to handle scientific apparatus and learn the basics of science through experiments.

• To create awareness of the relevance of science in the lives of rural school children by discussing concepts such as cleanliness, hygiene, safe drinking water, and the environment.

• To explain the science behind some seemingly curious results, and thus help remove age-old superstitions.

• To educate adolescent children on human reproduction.

• To bridge the gap between urban and rural education.

• To spread the message in rural communities that science can help solve the problems in their everyday lives as much as it does for the urbanites.

• To hold workshops and training camps for science teachers in order to establish a dialogue with them through continuing education.

Through this lab, students get an opportunity to “Learn through experimenting”. This lab consists of all the essential instruments required for secondary schools.

A total of 50 selected schools around Pune will covered under the project and students will be able to perform experiments in this lab.

c) TEACHProgram

Geometric supported the Rotary Club of Pune, Laxmi Road in one of their most comprehensive programs on Total Literacy and Quality Education. This mission wishes to achieve literacy goals through its comprehensive program called T-E-A-C-H, which stands for:

T - Teacher Support E - E Learning A - Adult Education C - Child Development H - Happy School

The T-E-A-C-H Program has the following objectives:

• Train and recognize 5,000 outstanding teachers in primary schools

• Establish 10,000 E-Learning Centers in schools.

• Educate 100,000 adult non-literates across the country.

• Send 100,000 children back to school this year.

• Upgrade 1,000 elementary schools to Happy Schools to curtail student dropouts.

Geometric supported the E-Learning aspect of this program. The E-learning software is now installed in 25 government schools within 20 km radius of Paud Kolvan as part of the ‘Umang’ project.


Geometric Limited42

d) HomeLendingLibraryforsecondarysection

“Door Step School” (DSS) was established in Mumbai, India in 1988 and later expanded in Pune in 1993 with the aim of providing literacy to the marginalised sections of society. The organisation built its program to address three major problems: Non-enrollment, Wastage, Stagnation.

DSS provides education and support to the often-forgotten children of pavement dwellers, slum dwellers, construction site families and many other underprivileged families. DSS helps these children get enrolled in government schools in an effort to mainstream them into formal education system. Once the children are in school, DSS offers them various support services to enable them in their studies and help reduce the dropouts.

In Pune, Door Step School has been working in the Pimpri Chinchwad Municipal Corporation (PCMC) schools since 2006. Here, DSS conducts a project called “Grow with Books” for standard 1st to 4th in 48 PCMC schools. Under this project Reading Sessions are conducted where the children are given books as per their reading level. The sessions also include vocabulary games, song, story, etc. DSS also runs a home lending library for these children.

However, when these kids move to secondary section, they miss the reading sessions. In FY16 Geometric made part payment to DSS to develop a project that would ensure continuity of the reading sessions in FY17. Under the project, children of the secondary section will be given access to a selection of books at their schools, on a circulation basis.

Support will be extended to 35 PCMC schools under this project.

e) Studyaidintheformofprojectcharts

DSS has been running the ‘Direct Education program’ (as pat of Project Foundation), for children of construction site labourers, where apart from other teaching tools and techniques, DSS also facilitates learning through projects. The training center provides monthly themes for the projects, such as science, math and language, across all the construction site centres, at the beginning of the academic year. The projects are implemented in the classrooms according to age groups, by having the children engage in activities such as drawing, chart making, story telling, information seeking etc. Charts pertaining to the project themes have been printed to make learning easier and fun.

In FY16 Geometric supported DSS in making project charts at 80 construction sites for children between ages 3 to 14.

f) ChennaiFloodRelief

Bhoomika Trust was set up in February 2001 and primarily works towards providing disaster relief and rehabilitation. The Trust has worked extensively with victims of natural disasters like the earthquake in Gujarat and the tsunami in South India.

In December 2015, Coromandel Coast region of the South Indian states of Tamil Nadu and Andhra Pradesh, and the union territory of Puducherry witnessed a heavy rain fall. The city of Chennai particularly was hard-hit. More than 500 people were killed and over 18 lakh people were displaced.

Geometricians contributed their one day’s salary to support the relief work. Geometric as a company also matched the contribution. The contribution was handed over to Bhoomika Trust, Chennai, an NGO, who is working in disaster relief and rehabilitation of flood victims.

g) ContributiontoNavakshitij

Navkshitij was established in 2003 as a day care centre and in 2007, Navkshitij became a residential facility. It now accommodates 38 mentally challenged individuals in Marunji, a suburb of Pune. The objective of Navakshitij is to improve the well-being of mentally challenged adults, who takes them under their wings, organize activities, teach them life skills and vocational skills, encourage them to become as independent as possible, and nurture them in a compassionate environment.

Geometric supported this cause through a donation.

h) ContributiontoMaherAshram

Maher in Marathi means ‘my mother’s home’. It is an interfaith and caste-free Indian non-governmental organisation based near Pune with remote homes in Ranchi, Ratnagiri and Ernakulam. The objective of the organisation is to provide shelter and support to destitute women and children. It was founded by Sister Lucy Kurien in 1997 in the village Vadhu Budruk.

Geometric supported this cause through a donation.


Geometric Limited


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Ann

exure‘V’–

Boa

rd’sRep

ort(Con

td.)

Geometric Limited44

DisclosureforRatioofRemunerationofeachExecutiveDirectortotheMedianEmployee’sRemunerationandotherdetailsasperRule5oftheCompanies(Appointment&Remuneration)Rules,2014

a) TheratiooftheremunerationofManagingDirector&CEOtothemedianremunerationoftheemployeesoftheCompanyfortheFinancial Year:

Median Remuneration : ` 778,239

Managing Director Remuneration : ` 26,739,900

Ratio : 34.36:1

None of the Non-executive and Independent Directors have drawn any remuneration from the Company during the year under review.

b) TableforcomparisonofremunerationofManagingDirectorandChiefFinancialOfficer,ChiefExecutiveOfficer,CompanySecretaryalongwithpercentageincreaseandCompanyperformanceforFY2015-16:

NameofKMP/director

Designation RemunerationforFY2015-16

(in `)

Percentage increase inremunerationofDirector/KMP

RatioofremunerationofExecutive

director to Median remunerationof

Employees

ComparisonofremunerationofKMP/Director

against the performanceofthe

Company

Mr. Manu Parpia Managing Director & CEO

INR 26,739,900 10.04% w.e.f April 8, 2015

34.36:1 PBT increased by 64.23% over FY15. PAT increased by 90.98% over FY 15.

Mr. Shashank Patkar Chief Financial Officer INR 12,307,692 66.32%, Increase w.e.f May 1, 2015

Ms. Sunipa Ghosh Company Secretary INR 1,992,137 4.85%, Increase w.e.f April 1, 2015

c) The percentage increase in the median remuneration of employees in the Financial Year was 8.09%.

d) The number of permanent employees on the rolls of the Company as on March 31, 2016 is 1,999.

e) ExplanationontherelationshipbetweenaverageincreaseinremunerationandtheCompany’sperformance:

The Profit before Tax for the Financial Year ended March 31, 2016 increased by 64.23% whereas the increase in average increase in remuneration was 8.09%.

f) Variations in themarketcapitalizationof theCompany,priceearningratioasat theclosingdateof thecurrentFinancialYearandpreviousFinancialYearandpercentageincreaseoverdecreaseinthemarketquotationsofthesharesoftheCompanyincomparisontotherateatwhichtheCompanycameoutwiththelastpublicoffer:

As on March 31, 2016 As on March 31, 2015

Market Capitalization (`) 13,337,737,911 10,769,134,684

Price Earnings Ratio 12.81 19.78

As on March 31, 2016 As on March 31, 2015

Percentage increase over decrease in the market quotations of the shares of the Company

23% 45%

Rate at which the Company came out with the last public offer ` 300

g) Average percentile increase already made in the salaries of employees other than the managerial personnel for FY16 was 8.06% and & whereas the increase in managerial remuneration was 10.04% for the same Financial Year. The increase in managerial remuneration was based on achievement of revenue and net profit targets and certain other qualitative goals set by the Nomination and Remuneration Committee for the Managing Director.

Annexure‘VI’–Board’sReport

Geometric Limited


h) Thekeyparametersforvariablecomponentofremunerationavailedbytheexecutivedirectorareasfollows:

• Revenue for the Company on a consolidated basis;

• Profit after Tax for the Company on a consolidated basis;

• Creation of Shareholder Value for all shareholders of the Company, as judged by the Nomination & Remuneration Committee;

• Annual Performance Review based on the Key Result Areas (KRAs); and

• The Variable component of remuneration is considered for employees at level L4 and above.

i) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

NotApplicable

j) AffirmationthattheremunerationisaspertheremunerationpolicyoftheCompany:

The terms of remuneration paid to the employees of the Company are in consonance with the remuneration policy of the Company, as approved by the Nomination & Remuneration Committee of the Directors of the Company.

Note:

The Remuneration for the purpose of this Annexure is defined as “Total Cost to the Company TCC” (which includes Fixed Pay + Variable Pay + Insurance & Retirement benefits + Additional Benefits if any) for all employees including the Managing Director. The actual pay-out of Variable pay is contingent on individual and company performance, the amount taken is an approved variable pay or variable pay at 100% and not at actuals. The final payout of any salary component is subject to the tax rules and regulations existing from time to time.

Annexure‘VI’–Board’sReport(Contd.)

Geometric Limited46

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016

Annexure‘VI’-Board’sReport(Contd.)

Geometric Limited


SECRETARIAL AUdIT REPORT

[PursuanttoSection204(1)oftheCompaniesAct,2013andRuleNo. 9 of the Companies (Appointment and Remuneration ofManagerialPersonnel)Rules,2014]

For The Financial Year Ended 31St March, 2016

ToThe MembersGEOMETRICLIMITEDPlant 11, 3rd Floor Pirojshanagar,Vikhroli (West), Mumbai-400 079

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by GeometricLimited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the Financial Year ended 31st March, 2016, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by GeometricLimited(“the Company”) as given in AnnexureI, for the Financial Year ended on 31st March, 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (effective upto 14th May, 2015) and the Securities and Exchange Board of India (Prohibition of Insider

Annexure‘VII’–Board’sReportTrading) Regulations, 2015 (with effect from 15th May, 2015);

b. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

c. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

2. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) were not applicable to the Company under the Financial Year under report:-

a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

b. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

c. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

d. The Securities and Exchange Board of India (Registrars to a Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client; and

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.

3. Provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings were not applicable to the Company under the Financial Year under report.

We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with other Acts, Laws and Regulations applicable specifically to the Company as per the list given inAnnexureII.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 2013; and

(ii) The Listing Agreements entered into by the Company with Stock Exchange(s) (upto 30th November, 2015) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (w.e.f. 1st December, 2015);

During the Financial Year under report, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Geometric Limited48

Wefurtherreportthat:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. No changes in the composition of the Board of Directors took place during the Financial Year under report.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place : Mumbaidate : 6th May 2016

For RATHI & ASSOCIATESCOMPANY SECREATRIES

HIMANSHU S. KAMdARPARTNER

FCS NO. 5171COP NO. 3030

Note: This report should be read with our letter of even date which is annexed as Annexure-III and forms an integral part of this report.

ANNEXuRE–I

Listofdocumentsverified

1. Memorandum & Articles of Association of the Company;

2. Annual Report for the Financial Year ended 31st March, 2015;

3. Minutes of the Board of Directors and Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee of the Company along with the respective Attendance Registers for meetings held during the Financial Year under report;

4. Minutes of General Body Meetings held during the Financial Year under report;

5. Proof of circulation and delivery of notice, agenda and notes to agenda for Board and Committee Meetings.

6. Proof of circulation of draft as well as certified signed Board & Committee meetings minutes as per Secretarial Standards.

7. Policies framed by the Company viz.

- Policy on Related Parties Transactions,

- Policies on Material Subsidiaries,

- Whistle Blower Policy,

- Corporate Social Responsibility Policy,

- Risk Management Policy & Framework,

- Nomination & Remuneration Policy,

- Code of Conduct for Independent Directors,

- Geometric Ltd – Code of Conduct for Employees and

- Internal Financial Controls;

8. Statutory Registers viz.

- Register of Directors & Key Managerial Personnel,

- Register of Directors’ Shareholding,

- Register of Employee Stock Options,

- Register of loans, guarantees and security and acquisition made by the Company (Form No. MBP-2),

- Register of Contracts with related party and contracts and Bodies etc. in which directors are interested (Form No. MBP-4)

- Register of Charges (Form No. CHG-7);

9. Copies of Notice, Agenda and Notes to Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings as well as resolutions passed by circulation;

Annexure‘VII’-Board’sReport(Contd.)

Geometric Limited


10. Declarations received from the Directors of the Company pursuant to the provisions of Section 184(1), Section 164(2) and Section 149(7) of the Companies Act, 2013;

11. Intimations received from directors under the prohibition of Insider Trading Code;

12. e-Forms filed by the Company, from time to time, under applicable provisions of the Companies Act, 2013 and attachments thereof during the Financial Year under report;

13. Intimations / documents / reports / returns filed with the Stock Exchanges pursuant to the provisions of Listing Agreement entered with the Stock Exchanges and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the Financial Year under report;

14. Documents related to payments of dividend made to its shareholders during the Financial Year under review;

15. Documents related to issue of shares under ESOP Schemes viz. ESOP Schemes, Exercise Forms, Listing Applications, Corporate Action Forms etc. filed with Stock Exchanges and Listing approvals received thereon;

16. E-mails evidencing dissemination of information related to closure of Trading window;

17. Internal Code of Conduct for prevention of Insider Trading by Employee/Directors/ Designated Persons of the Company;

18. Compliance Certificate placed before the Board of Directors from time to time;Quarterly Related Party Transactions statements;

19. Quarterly Related Party Transactions statements;

20. Documents filed with Stock Exchanges;

21. List of Directors of Geometric Limited, 3D PLM Software Solutions Ltd., Geometric Americas Inc, Geometric Asia Pacific Pte. Ltd. And Geometric Europe GmbH;

22. Filings made with Reserve Bank of India under the Foreign Direct Investment Guidelines and for Overseas Direct Investments made by the Company;

23. Details of Sitting Fees paid to all directors for attending the Board Meetings and Committees.

ANNEXuRE-II

ListofapplicablelawstotheCompany

LABOUR LAWS

1. Employees Provident Funds and Miscellaneous Provisions Act, 1952 & The Employees’ Pension Scheme, 1995;

2. Employees Provident Funds and Miscellaneous Provisions Act, 1952 & The Employees’ Pension Scheme, 1952;

3. The (National & Festival Holidays) Act, 1963;

4. The Andhra Pradesh Factories and Establishments (National Festivals and Holidays) Act, 1974 and The Andhra Pradesh Factories and Establishments (National Festivals and Other Holidays) Rules, 1974;

5. The Andhra Pradesh Labour Welfare Fund Act,1987 and The Andhra Pradesh Labour Welfare Fund Rules, 1988;

6. The Andhra Pradesh Tax on Professions, Trades, Callings and Employments Act,1987 and The Andhra Pradesh Tax on Professions, Trades, Callings and Employments Rules, 1987;

7. The Apprentices Act, 1961 and The Apprenticeship Rules, 1992;

8. The Bombay Labour Welfare Fund Act, 1953 and The Bombay Labour Welfare Fund Rules, 1953;

9. The Child Labour (Prohibition and Regulation) Act, 1986 and The Child Labour (Prohibition and Regulation) Rules, 1988;

10. The Child Labour (Prohibition and Regulation)Act,1986 & The Andhra Pradesh Child Labour (Prohibition and Regulation) Rules, 1995;

11. The Contract Labour (Regulation and Abolition) Act, 1970 & The Maharashtra Contract Labour (Regulation and Abolition) Rules, 1971;

12. The Employees Provident Funds and Miscellaneous Provisions Act,1952; The Employees Deposit-Linked Insurance Scheme,1976; The Employees’ Pension Scheme, 1995 & The Employees’ Provident Fund Scheme, 1952;

13. The Employees’ Compensation Act 1923 & The Workmen’s Compensation Rules, 1924;

14. The Employees’ State Insurance Act,1948 and The Employees State Insurance (General) Regulations,1950 and The Employees’ State Insurance Rules, 1950;

15. The Employees’ Compensation Act,1923 & The Bombay Workmen’s Compensation Rules, 1934;

16. The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959 and The Employment Exchange (Compulsory Notification of Vacancies) Rules, 1960;

17. The Equal Remuneration Act, 1976 and The Equal Remuneration Rules, 1976;

Annexure‘VII’–Board’sReport(Contd.)

Geometric Limited50

18. The Industrial Disputes Act, 1947 & The Industrial Disputes (Bombay) Rules, 1957;

19. The Industrial Employment (Standing orders) Act, 1946 and Karnataka Industrial Employment (Standing Orders) Rules, 1961;

20. The Karnataka Industrial Establishment (National and Festival Holidays) Act, 1963 & The Karnataka Industrial Establishment (National and Festival Holidays) Rules, 1964;

21. The Karnataka Labour Welfare Fund Act, 1965 & The Karnataka Labour Welfare Fund Rules, 1968;

22. The Karnataka Tax On Professions, Trades, Callings and Employments Act, 1976 and Karnataka Tax On Professions Rules, 1976;

23. The Maharashtra State Tax on Professions, Trades, callings and Employments Act, 1975 & The Maharashtra State Tax on Profession, Trades, Callings and Employments Rules, 1975;

24. The Maharashtra Workmen’s Minimum House-Rent Allowance Act, 1983 & The Maharashtra Workmen’s Minimum House-Rent Allowance Rules, 1990;

25. The Maternity Benefit Act, 1961, Andhra Pradesh Maternity Benefit Rules, 1966,

Tamil Nadu Maternity Benefit Rules 1967, The Karnataka Maternity Benefit Rules, 1966, The Maharashtra Maternity Benefit Rules, 1965 and The Maternity Benefit Rules, 1963;

26. The Minimum Wages Act, 1948, The Andhra Pradesh Minimum Wages Rules, 1960, The Tamil Nadu Minimum Wages Rules, 1958, The Karnataka Minimum Wages Rules, 1958, The Maharashtra Minimum Wages Rules, 1963 and The Minimum Wages (Central) Rules, 1950;

27. The Payment of Bonus Act,1965 & The Payment of Bonus Rules, 1975;

28. The Payment of Gratuity Act 1972, The Payment of Gratuity Maharashtra Rules, 1972, The Karnataka Payment of Gratuity Rules, 1973, Andhra Pradesh Payment of Gratuity Rules,1972 and The Tamil Nadu Payment of Gratuity Rules, 1973;

29. The Payment of Wages Act, 1936, The Andhra Pradesh Payment of Wages Rules, 1937, The Karnataka Payment Of Wages Rules, 1963, The Maharashtra Payment of Wages Rules, 1963 and The Tamil Nadu Payment of Wages Rules, 1937;

30. The Representation of the People Act, 1951;

31. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rule, 2013;

32. The Supreme Court Guidelines on Prohibition of Sexual Harassment of Women at Work place;

33. The Tamil Nadu Industrial Establishments (National and Festival Holidays) Act, 1958 & The Tamil Nadu Industrial Establishments (National and Festival Holidays) Rules, 1959; and

34. The Tamil Nadu Labour Welfare Fund Act, 1972 & The Tamil Nadu Labour Welfare Fund Rules, 1973

TAXLAWS-FEMAREGuLATIONS

1. The Central Sales Tax Act, 1956 and The Central (Registration and Turnover) Rules 1957;

2. Andhra Pradesh Value Added Tax 2005 and the Andhra Pradesh Value Added Tax Rules 2005;

3. Foreign Exchange Management (Transfer or Issue of Security by a person resident outside India), Regulations, 2000;

4. Foreign Exchange Management Act, 1999 and Foreign Exchange Management (Export of Goods And Services) Regulations, 2000;

5. Foreign Trade (Development and Regulation) Act, 1992 & Foreign Trade (Regulation) Rules 1993 & FTP Handbook of Procedures (Vol.1);

6. Karnataka Value Added Tax Act, 2003 and Karnataka Value Added Rules 2005;

7. Maharashtra Value Added Tax Act, 2002 and Maharashtra Value Added Tax Rules, 2005;

8. The Central Excise Act, 1944 and The Finance Act, 1994 and The CENVAT Credit Rules, 2004;

9. The Central Sales Tax Act, 1956, and The Central Sales Tax (Bombay) Rules, 1957;

10. The Chennai City Municipal Corporation Act, 1919 & The Town Panchayats, Municipalities and Municipal Corporations (Collection of Tax on Professions, Trades, Callings and Employments) Rules, 1999;

11. The Customs Act, 1962;

12. The Finance Act, 1994, and The Service Tax Rules 1994;

13. The Foreign Exchange Management Act 1999 and Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations 2004;

14. The Foreign Exchange Management Act,1999 and Foreign Exchange Management (Transfer or Issue of Security by a person resident outside India), Regulations, 2000;

15. The Foreign Exchange Management Act,1999 and The Foreign Exchange Management (Export of Goods and Services) Regulations, 2000 & Master Circular on Export of Goods and Services Bearing No. 14/2012-13 dated 02-07-2012;

16. The Foreign Exchange Management Act,1999 and The Foreign Exchange Management (Export of Goods and Services) Regulations, 2000 & Master Circular on Export of Goods and Services bearing No.14/2013-14 dated 01-07-2013;


Geometric Limited


17. The Foreign Trade Policy 2009-2014 and The Handbook of Procedures Vol. I and The Export Oriented Units (EOUs), Electronics Hardware Technology Parks (EHTPs), Software Technology Parks (STPs) and Bio-Technology Parks (BTPs);

18. The Income Tax Act, 1961 and The Income Tax Rules, 1962;

19. The Karnataka Tax On Professions, Trades, Callings and Employments Act, 1976 and Karnataka Tax On Professions Rules, 1976;

20. The Maharashtra State Tax on Professions, Trades, callings and Employments Act, 1975 & The Maharashtra State Tax on Profession, Trades, Callings and Employments Rules, 1975;

21. The Tamil Nadu Value Added Tax Act, 2006 & The Tamil Nadu Value Added Tax Rules, 2007; and

22. The Wealth Tax Act, 1957 and The Wealth Tax Rules, 1957.

ENVIRONMENT LAWS

1. Air (Prevention and Control of Pollution) Act, 1981 and Air (Prevention and Control of Pollution) Rules, 1982;

2. The Cigarette and Other Tobacco Products (Prohibition of Advertisement and the Regulation of Trade and Commerce, Production, Supply and Distribution) Act, 2003 & The Prohibition of Smoking in Public Places Rules, 2008;

3. The Environment (Protection) Act, 1986 & The Batteries (Management and Handling) Rules, 2001;

4. Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules, 2008;

5. The Environment (Protection) Rules, 1986;

6. The Noise Pollution (Regulation and Control) Rules, 2000; and

7. The Water (Prevention and Control of Pollution) Act, 1974 & The Water (Prevention and Control of Pollution) Rules 1975.

COMMERCIAL LAWS

1. Prevention of Food Adulteration Act, 1954 & Maharashtra Prevention of food Adulteration Rules, 1962;

2. The Bombay Lifts Act, 1939 & The Bombay Lifts Rule, 1958;

3. The Bombay Shops & Establishments Act, 1948 and The Maharashtra Shops & Establishment Rules, 1961;

4. The Chennai City Municipal Corporation Act, 1919 & The Town Panchayats, Municipalities and Municipal Corporations (Collection of Tax on Professions, Trades, Callings and Employments) Rules, 1999;

5. The Indian Standard Code of Practice for Selection, Installation and Maintenance of Portable First Aid Fire Extinguishers;

6. The Information Technology Act, 2000;

7. The Motor Vehicles Act, 1988 & The Maharashtra Motor Vehicle Rules, 1989;

8. The Representation of the People Act, 1951;

9. The Special Economic Zones Act, 2005 and The Special Economic Zones Rules, 2006;

10. The Tamil Nadu Shops and Establishments Act, 1947 & The Tamil Nadu Shops and Establishments Rules, 1948;

11. The Water (Prevention and Control of Pollution) Act, 1974 & The Water (Prevention and Control of Pollution) Rules 1975; and

12. The Copyright Act, 1957 & The Copyright Rule, 1958.

Annexure‘VII’–Board’sReport(Contd.)

Geometric Limited52

ANNEXuRE–III

To,

The Members, GEOMETRICLIMITED Plant 11, 3rd Floor Pirojshanagar, Vikhroli (West), Mumbai-400 079

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For RATHI & ASSOCIATES COMPANY SECRETARIES

HIMANSHU S.KAMdAR PARTNER

Place:Mumbai FCSNo.5171 date: 6thMay,2016 COPNo.3030


Geometric Limited


MGT9ExtractofAnnualReturnasonFinancialYearendedonMarch31,2016

PursuanttoSection92(3)oftheCompaniesAct,2013andrule12(1)oftheCompany(Management&Administration)Rules,2014.

I. REGISTRATION&OTHERDETAILS:

1. CIN L72200MH1994PLC0773422. Registration Date March 25, 19943. Name of the Company Geometric Limited4. Category/Sub-category of the Company Company limited by shares/ Non- Government Company5. Address of the Registered office & contact

detailsPlant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai – 400 079 Tel: 022 – 2518 9205, Fax: 022 – 6705 6891E-mail: [email protected]

6. Whether listed company Yes7. Name, Address & contact details of the

Registrar & Transfer Agent.Link Intime India Pvt.Ltd. (CIN:U67190MH1999PTC118368)C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai-400 078.Tel. No.: 022-2596 3838 Fax:022-2594 6969;E-mail: [email protected]; Website: www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

NameandDescriptionofmainproducts/services NICCodeoftheproduct/service

%tototalturnoverofthecompany

Computer programming, consultancy and related activities 620 100

III. PARTICuLARSOFHOLDING,SuBSIDIARYANDASSOCIATECOMPANIES

SN. NameoftheCompany Country CIN/GLN Holding/subsidiary/

associate

%ofshares held

Applicablesection

1. 3D PLM Software Solutions Ltd. (3D PLM)

India U72900MH2001PLC134244 Subsidiary 58% Section2(87)

2. 3D PLM Global Services Pvt. Ltd.

India U72900MH2014PTC259502 A Subsidiary of 3D PLM

100% Section 2(87)

3. Geometric Americas, Inc. USA - Subsidiary 100% Section2(87)4. Geometric Asia Pacific Pte. Ltd. Singapore - Subsidiary 100% Section2(87)5. Geometric China Inc China - A wholly owned

subsidiary of Geometric Asia Pacific Pte. Ltd.

100% Section2(87)

6. Geometric Japan KK* Japan A wholly owned subsidiary of Geometric Asia Pacific Pte. Ltd

100% Section2(87)

7. Geometric Europe GmbH Germany - Subsidiary 100% Section2(87)8. Geometric GmbH Germany - A wholly owned

subsidiary of Geometric Europe GmbH, Germany

100% Section2(87)

9. Geometric SRL Romania - A wholly owned subsidiary of Geometric Europe GmbH

100% Section2(87)

10. Geometric SAS France - A wholly owned subsidiary of Geometric Europe GmbH

100% Section2(87)

* Geometric Japan K. K. was dissolved on August 31, 2015 by passing a resolution in a general meeting of stockholders and registered on September 2, 2015.

Annexure‘VIII’–Board’sReport

Geometric Limited54

IV. SHAREHOLDINGPATTERN(EquityShareCapitalBreakupaspercentageofTotalEquity)A) Category-wiseShareHolding:

CategoryofShareholders No.ofSharesheldatthebeginningoftheyear [Ason31-March-2015]

No.ofSharesheldattheendoftheyear [Ason31-March-2016]

% Change duringthe

yearDemat Physical Total %ofTotalShares

Demat Physical Total %ofTotalShares

A. Promoters(1) Indian a) Individual/ HUF 4,589,925 - 4,589,925 7.12 4,364,925 - 4,364,925 6.71 (0.41) b) Central Govt - - - - - - - - - c) State Govt(s) - - - - - - - - - d) Bodies Corp. 20,054,008 - 20,054,008 31.13 20,154,008 - 20,154,008 30.99 (0.14) e) Banks / FI - - - - - - - - - f) Any other - - - - - - - - -TotalshareholdingofPromoters(A)

24,643,933 - 24,643,933 38.25 24,518,933 - 24,518,933 37.70 (0.55)

B. PublicShareholding1. Institutions a) Mutual Funds 599 - 599 0.00 587 - 587 0.00 (0.00) b) Banks / FI 87,688 - 87,688 0.14 72,994 - 72,994 0.11 (0.03) c) Central Govt - - - - - - - - - d) State Govt(s) - - - - - - - - - e) Venture Capital Funds - - - - - - - - - f) Insurance Companies 69,026 - 69,026 0.11 69,026 - 69,026 0.11 (0.00) g) FIIs 3,748,249 - 3,748,249 5.82 1,733,566 - 1,733,566 2.67 (3.15)Sub-total(B)(1):- 3,905,562 - 3,905,562 6.06 1,876,173 - 1,876,173 2.88 (3.18)2. Non-Institutionsa) BodiesCorp. i) Indian 3,734,512 6,250 3,740,762 5.81 2,840,477 6,250 2,846,727 4.38 (1.43) ii) Overseas - - - - - - - - -b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakh

13,021,492 304,820 13,326,312 20.68 14,438,313 388,320 14,826,633 22.80 2.12

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

16,164,979 87,500 16,252,479 25.23 14,034,701 - 14,034,701 21.58 (3.65)

c) Others(specify) i)Non Resident Indians 791,155 - 791,155 1.23 920,883 - 920,883 1.42 0.19 ii)Directors 325,000 - 325,000 0.50 325,000 - 325,000 0.50 0.30 iii)Clearing Members 1,060,969 - 1,060,969 1.65 755,903 755,903 1.16 (0.49) iv)Trusts 16,000 - 16,000 0.02 3,000 - 3,000 0.00 (0.02) v)Foreign Portfolio

Investor (Corporate)365,795 - 365,795 0.57 3,549,575 3549575 5.46 4.89

vi)Hindu Undivided Family

- - - - 1,372,886 - 1,372,886 2.11 2.11

Sub-total(B)(2):- 35,479,902 398,570 35,878,472 55.69 38,240,738 394,570 38,635,308 59.41 3.72Total Public Shareholding(B)=(B)(1)+ (B)(2)

39,385,464 398,570 39,784,034 61.75 40,116,911 394,570 40,511,481 62.30 0.55

C. SharesheldbyCustodian forGDRs&ADRs

- - - - - - - - -

GrandTotal(A+B+C) 64,029,397 398,570 64,427,967 100.00 64,635,844 394,570 65,030,414 100.00 -

Annexure‘VIII’–Board’sReport(Contd.)

Geometric Limited


B) ShareholdingofPromoter-

SN. Shareholder’s Name

Shareholdingatthebeginningoftheyear Shareholdingattheendoftheyear % change in shareholding

theyearNo.ofShares %oftotal

SharesoftheCompany

%ofSharesPledged/

encumberedto total shares

No.ofShares

%oftotalSharesofthecompany

%ofSharesPledged/tototal shares

1 Godrej and Boyce Mfg Co. Ltd.

12,175,000 18.90 - 12,175,000 18.72 - (0.18)

2 Godrej Investments Pvt. Ltd.

7,879,008 12.23 - 7,979,008 12.27 - 0.04

3 Manu M Parpia

4,257,925 6.61 - 4,091,425 6.29 - (0.32)

4 Lynn M Parpia 210,000 0.33 - 239,250 0.37 - 0.04

5 Alia M Parpia 5,000 0.01 - 34,250 0.05 - 0.04

C) ChangeinPromoter’sShareholding:

SN. Shareholder’sName Shareholdingatthebeginningoftheyear

CumulativeShareholdingduringtheyear

No.ofShares %oftotalSharesofthecompany

No.ofshares %oftotalsharesofthecompany

1 GodrejInvestmentsPvt.Ltd.Shareholdingatthebeginningoftheyear 7,879,008 12.23 7,879,008 12.23Purchase on August 6, 2015 100,000 0.15 7,979,008 12.27Shareholdingattheendoftheyear 7,979,008 12.27 7,979,008 12.27

2 ManuMParpiaShareholdingatthebeginningoftheyear 4,257,925 6.61 4,257,925 6.61Sale on May 1, 2015 (220) (0.00) 4,257,705 6.55Sale on May 8, 2015 (49,780) (0.08) 4,207,925 6.47Sale on August 7, 2015 (100,000) (0.15) 4,107,925 6.32Transmission on October 23, 2015 58,500 0.09 4,166,425 6.41Sale on November 13, 2015 (75,000) (0.12) 4,091,425 6.29Shareholdingattheendoftheyear 4,091,425 6.29 4,091,425 6.29

3 LynnMParpiaShareholdingatthebeginningoftheyear 210,000 0.33 210,000 0.33Transmission on October 23, 2015 29,250 0.04 239,250 0.37Shareholdingattheendoftheyear 239,250 0.37 239,250 0.37

4 AliaMParpiaShareholdingatthebeginningoftheyear 5,000 0.01 5,000 0.01

Transmission on October 30, 2015 29,250 0.04 34,250 0.05

Shareholdingattheendoftheyear 34,250 0.05 34,250 0.05


Geometric Limited56

D) ShareholdingPatternoftoptenShareholders:(OtherthanDirectors,PromotersandHoldersofGDRsandADRs):

SN. NameofShareholder Shareholding CumulativeShareholdingduringtheyear


No.ofshares %oftotalsharesthecompany

1 JHUNJHUNWALA RAKESH RAdHESHYAMShareholdingatthebeginningoftheyear

11,211,250 17.40 11,211,250 17.40

Transactionsduringtheyear

Purchase 50,000 0.08 11,261,250 17.32

Sale - - 11,261,250 17.32

Shareholdingattheendoftheyear 11,261,250 17.32 11,261,250 17.32

2 JHUNJHUNWALA REKHA RAKESH

Shareholdingatthebeginningoftheyear

990,000 1.54 990,000 1.54


Purchase - - 990,000 1.52

Sale - - 990,000 1.52


3 MERCER QIF FUNd PLC – MERCER INVESTMENT FUNd 1 - FIRTH INVESTMENT MANAGEMENT PTELTdShareholdingatthebeginningoftheyear

- - - -


Purchase 736,973 1.13 736,973 1.13

Sale 55,430 0.09 681,543 1.05


4 ACADIAN EMERGING MARKETSSMALL CAP EQUITY FUNd LLCShareholdingatthebeginningoftheyear

433,966 0.67 433,966 0.67

Transactionsduringtheyear - - -

Purchase 199,763 0.31 633,729 0.97

Sale - - 633,729 0.97


5 ASIA VISION FUNd


625,000 0.97 625,000 0.97


Purchase - - 625,000 0.96

Sale - - 625,000 0.96



Geometric Limited


SN. NameofShareholder Shareholding CumulativeShareholdingduringtheyear


No.ofshares %oftotalsharesthecompany

6 SILVER STALLION LIMITEd


44,552 0.07 44,552 0.07


Purchase 480,448 0.74 525,000 0.81

Sale - - 525,000 0.81


7 FIRTH ASIAN SMALLER COMPANIES FUNdShareholdingatthebeginningoftheyear

- - - -


Purchase 613,509 0.94 613,509 0.94

Sale 123,233 0.19 490,276 0.75


8 GLOBECAPITALMARKETLIMITED


85,836 0.13 85,836 0.13


Purchase 748,999 1.15 834,835 1.28

Sale 421,178 - 413,657 0.64


9 JAGRuTIPSHETH


365,000 0.57 365,000 0.57


Purchase - - 365,000 0.56

Sale - - 365,000 0.56


10 PARESH NANdLAL SHETH


300000 0.47 300000 0.47

Transactionsduringtheyear -

Purchase - 300,000 0.46

Sale - 300,000 0.46

Shareholdingattheendoftheyear 300000 0.46 300,000 0.46

Note: Top ten shareholders of the Company as on March 31, 2016 have been considered for the above disclosure.


D) ShareholdingPatternoftoptenShareholders:(OtherthanDirectors,PromotersandHoldersofGDRsandADRs)(Contd.):

Geometric Limited58

E) ShareholdingofDirectorsandKeyManagerialPersonnel:

SN. NameofDirectorandKMP Shareholdingatthebeginningoftheyear




1 Mr.JamshydGodrej–Chairman

Shareholdingatthebeginningoftheyear - - - -


Purchase - - - -

Sale - - - -

Shareholdingattheendoftheyear - - - -

2 ManuM Parpia –Managing Director andCEO

Shareholdingatthebeginningoftheyear 4,257,925 6.61 4,257,925 6.61

Sale on May 1, 2015 (220) (0.00) 4,257,705 6.55

Sale on May 8, 2015 (49,780) (0.08) 4,207,925 6.47

Sale on August 7, 2015 (100,000) (0.15) 4,107,925 6.32

Transmission on October 23, 2015 58,500 0.09 4,166,425 6.41

Sale on November 13, 2015 (75,000) (0.12) 4,091,425 6.29

Shareholdingattheendoftheyear 4,091,425 6.29 4,091,425 6.29

3 Dr.KyamasPalia–Director

Shareholdingatthebeginningoftheyear 95,000 0.15 95,000 0.15


Purchase - - 95,000 0.15

Sale - - 95,000 0.15


4 Ms.AnitaRamachandran–Director



Purchase - - 85,000 0.13

Sale - - 85,000 0.13


5 Mr.AjayMehra–Director



Purchase - - 50,000 0.08

Sale - - 50,000 0.08



Geometric Limited


SN. NameofDirectorandKMP Shareholdingatthebeginningoftheyear




6 Mr.MilindSarwate–Director



Purchase - - 50,000 0.08

Sale - - 50,000 0.08


7 Dr.RichardRiff–Director



Purchase - - - -

Sale - - - -


8 Mr.MarcDulude–Director



Purchase - - 45,000 0.07

Sale - - 45,000 0.07


10 Mr. Shashank Patkar – Chief FinancialOfficer



Stock options converted into Shares on November 2, 2015

25,000 0.04 130,014 0.20

Sale on November 24, 2015 (6,000) 0.01 124,014 0.19


11 Ms.SunipaGhosh–CompanySecretary



Purchase - - - -

Sale - - - -



E) ShareholdingofDirectorsandKeyManagerialPersonnel(Contd.):

Geometric Limited60

V. Indebtedness:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amount in `)

Particulars SecuredLoansexcludingdeposits

unsecuredLoans

Deposits Total Indebtedness

IndebtednessatthebeginningoftheFinancialYear 187,140,000 - - 187,140,000i) Principal Amount - -ii) Interest due but not paid - -iii) Interest accrued but not due - -Total (i+ii+iii) - -ChangeinIndebtednessduringtheFinancialYear - -* Addition - -* Reduction - -Net Change - -IndebtednessattheendoftheFinancialYear - -i) Principal Amount - -ii) Interest due but not paid - -iii Interest accrued but not due - -Total (i+ii+iii) 187,140,000 - - 187,140,000

VI. RemunerationofDirectorsandKeyManagerialPersonnel-

A. RemunerationtoManagingDirector:(Amount in `)

SN. ParticularsofRemuneration Mr.ManuParpia-Managing director & CEO

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 17,814,132(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 39,600(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -

2 Stock Option -3 Sweat Equity -4 Commission - as % of profit -5 Variable Pay 6,055,414

Total (A) 23,909,146CeilingaspertheAct 65,795,613

B. RemunerationtoOtherDirectors:(Amount in `)

SN. ParticularsofRemuneration NameofDirectors Total Amount1 IndependentDirectors Mr. Milind

SarwateMs. Anita

RamachandranMr.AjayMehra

Mr. Marc Dulude

Fee for attending board and committee meetings

400,000 380,000 345,000 120,000 1,245,000

Commission 1,650,000 1,650,000 1,650,000 1,650,000 6,600,0002 OtherNon-ExecutiveDirectors Mr.Jamshyd

GodrejDr.RichardRiff Dr.Kyamas

PaliaFee for attending board and committee meetings

155,000 290,000 340,000 785,000

Commission 1,650,000 1,650,000 1,650,000 4,950,000TotalManagerialRemuneration 13,580,000OverallCeilingaspertheAct 39,477,368


Geometric Limited


C. RemunerationtoKeyManagerialPersonnelotherthanManagingDirector:

(Amount in `)

SN. ParticularsofRemuneration KeyManagerialPersonnel

ChiefFinancialOfficer

CompanySecretary Total

Shashank Patkar SunipaGhosh

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

8,507,566 1,560,305 10,067,871

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 1,411,875 - 1,411,875

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- -

2 Stock Option (nos.)

i) Granted during the year

ii) Exercised during the year

iii) Balance held as on March 31, 2016

100,000

25,000

125,000

- 100,000

25,000

125,000

3 Sweat Equity - - -

4 Commission - as % of profit - - -

5 Variable Pay 3,392,151 215,4812 5,546,963

Total (Total of remuneration does not include thenumberofStockOptions)

13,311,592 1,775,787 15,087,379

VII. Penalties/Punishment/CompoundingofOffences:

Type SectionoftheCompaniesAct

BriefDescription

DetailsofPenalty/Punishment/Compounding

feesimposed

Authority [RD/NCLT/COuRT]

Appealmade,ifany(giveDetails)

A. COMPANY

Penalty N.A.

Punishment

Compounding

B. dIRECTORS

Penalty N.A.

Punishment

Compounding

C. OTHER OFFICERS IN dEFAULT

Penalty N.A.

Punishment

Compounding


Geometric Limited62

Particulars as prescribed under section 134(3)(m) of theCompanies Act, 2013, read with the Companies (Accounts) Rules,2014.

A. ConservationofEnergy:

(i) Thestepstakenorimpactonconservationofenergy;

The Company’s operations are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and purchasing energy-efficient equipment. During the year, the Company has adopted various measures for optimal utilization of electricity by stringent control on area of utilization, re-scheduling of working hours, using energy efficient equipment, using natural lighting, additionally stringent control on air-conditioning and lighting during the off working hours and days. Air-condition set points are also regularly monitored to get the best possible energy savings.

The Company is constantly evaluating new technologies and investment to make its infrastructure more energy-efficient. Currently, the Company uses CFL fittings and electronic ballasts to reduce the power consumption of fluorescent tubes. Air-conditioners with energy-efficient screw compressors for central air-conditioning and with split air-conditioning for localized areas are used. In order to further accentuate our commitment towards developing energy-efficient facility, we have deployed contemporary measures like Sandwich glass glazing, mechanical terra-cotta tiled cladding for facade, cavity walls, Eco Carpet Floor and adoption of North-South orientation of building, in our facility at Phase 1 - Hinjewadi Pune. As energy costs comprise a very small part of the total expenses, the financial impact of these measures is not material.

Further all the lights in the new building are LED base. This is as per GO Green initiative that we have taken. This will help in further efficiency of the premises.

The Company has not currently explored any steps for utilizing alternate sources of energy.

B. TechnologyAbsorption:

The particulars with respect to Technology Absorption are given below:-

(i) EffortsmadetowardsTechnologyAbsorption:

The Company is focused on innovation. Its intellectual property-based business unit - Geometry Technology & Solutions, continues to bring innovative features in its

Annexure‘IX’–Board’sReport

product lines to provide unique solutions for customer needs. It is also making existing and new product lines available through new age technology platforms like cloud and mobile.

This year, Geometric has also established ‘technology council’ as advisory body to senior management team to track technology related trends and align strategy of the Company with those trends. It has also established a ‘Geometric Learning Institute’ to impart training and ‘Techie clubs’ to encourage innovation and experimentation. These steps will lead to greater innovation and adaptation of new technologies.

(ii) The benefits derived like product improvement, costreduction,productdevelopmentorimportsubstitution;:

Unique solutions like DFX are helping the Company to differentiate against competition and raise company’s profile as innovative solution provider. It is also leading to better value products and higher business potential.

(iii) In case of imported technology (imported during thelast3yearsreckonedfromthebeginningoftheFinancialYear):

Not applicable, as no imported technology is put to use by the Company.

(iv) ExpenditureincurredonResearchandDevelopment:

The Company’s R & D activities are part of its normal software development process. There is no separate R & D department and hence there is no specific capital or recurring R & D expenditure. It is not practicable to identify R & D expenditure out of the total expenditure incurred by the Company.

C. ForeignExchangeEarningsandOutgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

(` in Millions)

Particulars CurrentYear Previous Year

Total Foreign Exchange used 730 719

Total Foreign Exchange earned 3,610 3,537

Geometric Limited


Annexure‘X’–Board’sReport

MANAGEMENT’SDISCuSSIONANDANALYSISREPORT

Overview

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, and Generally Accepted Accounting Principles (GAAP) in India. The management of Geometric Limited (Geometric) accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used in preparing the financial statements.

A. BusinessEnvironmentandOutlook:

Geometric serves the manufacturing industries – especially automotive, aerospace and industrial equipment sectors. Our services, solutions and technologies cover product realization services and solutions, such as Product Lifecycle Management, Software Product Development, Embedded Systems and Global Engineering services. These services help our customers to improve their design efficiencies and time to build their products.

The economic uncertainties and slower global business activity in core industries like mining continued to hamper growth in the equipment thereby resulting in continued sluggish growth. The oil and gas sector suffered the effects of low crude prices and

thereby impacting the investments in tools and technologies. The agricultural sector in the US, under the pressure of low commodity and food prices was very conservative for new investments. However, this was offset by stronger growth in

other opportunities in other industries such as automotive and aerospace. The trend for increased outsourcing for global engineering in Europe and Asia continue to provide increased demand for our key offerings going into the new Financial Year. Another noticeable trend in FY16 was the investment in new technologies such as the IIOT.

Automotive Industry

The automotive industry will continue to be the largest industry market for Geometric. The automotive industry is poised for new R&D investments especially in the area of autonomous vehicle, improvement in engine performance and new business models for revenue growth using the technological advances in connected cars. New vehicle program

launches around the globe provide opportunities for Geometric to expand the global footprint for its Manufacturing Engineering and Tool Design business. The increasing trend of collaboration with other OEM’s will help in use of PLM

systems, thereby increasing the growth potential for Geometric. With the advent of Industry 4.0, there is a heavy demand for system integration of disparate engineering systems. Geometric is well poised to provide system integration services. Electronics

and embedded systems will continue to be the biggest area of R&D and new development for the industry. The automotive industry is certainly promising with opportunities for Geometric. Our growth will be dependent on our ability to scale our competencies and

capacity to serve the growing global needs of this industry.

Industrial Industry

FY16 continued to be a challenging year for the off-highway equipment industry as a whole. There was continuing weakness in the mining industry with commodity prices for iron ore and gold reaching record lows forcing many companies to cut costs and postpone projects. The impact of this was reflected in sluggish sales and lower revenues in mining dependent sectors. However, the sector is looking at investments in new product developments especially in the area of embedded systems and connected vehicles. The sector is also looking at various technologies and tools to improve productivity and reduce costs of design. Geometric is well poised to support this initiative using some of our tools as part of our engineering services.

The dramatic drop in the price of oil in the second half of FY15 created new challenges for this sector with reduced budgets and postponement of various projects. Geometric has been able to maintain its revenue share, however growth in this sector was a challenge.

For this market segment, sales are projected to be relatively flat through 2017 due to a combination of slowing economic growth and widespread availability of quality used equipment.

Aerospace Industry

The Aerospace industry represents Geometric’s key growth market. In FY16, the commercial aircraft sector continued to trend upwards in building upon its production momentum and is expected to continue its healthy revenue growth for OEMs and their suppliers. The major investment in the aerospace industry is to improve the production capacities and reduce the manufacturing costs. Our three flagship aerospace customer groups have also shown positive business performance and embarked on programs that open

Geometric Limited64

up long term opportunities for Geometric. The increasing use of IIOT technologies for maintenance and repair activities opens up new opportunities for Geometric. Geometric will continue to help the industry in its need for speed and efficient engineering through our specific offerings aimed at modernizing their IT landscapes and key product and manufacturing engineering processes. Geometric is well positioned to address the market needs emerging from our focus accounts and is looking at possibilities of partnerships and collaboration with niche partners to cater to various opportunities in the segment.

Products & ISV Relationships

Innovation delivered in partnership with software products providers for the engineering domain continues to be strength for Geometric. Focus to reinforce and formalize our systems integration relationships for services and establishing a strong governance model with our partners to serve the end-customer together will be key. Geometric with 3D PLM Global Services Pvt. Ltd., has contributed significantly to the deployment of global services and will continue to be the major growth engine for Geometric.

B. OpportunitiesandThreats:

The significant opportunities that Geometric sees for growth and the achievement of its near term and long term goals are based on the following:

1. The continued focus across all industry segments for reducing time and cost of product development provides us significant opportunity to provide our technologies and tools enabled solutions.

2. Increasing focus of Automotive industry on the adoption of systems engineering presents opportunities for Geometric across all elements of our solutions portfolio -PLM, consulting and engineering services.

3. Transition of the PLM market to the next generation of PLM technology platforms represents significant opportunities for Geometric as our customers develop their strategies and plans to implement these new platforms over the next several years.

4. The continued focus, across all industry segments on Smart Products and the Internet of Things represents an opportunity for Geometric. Providing integrated solutions using our PLM, embedded and engineering capabilities, positions

us to take advantage of this global trend..

5. With global OEM’s continuing to invest in new vehicle launches in the US, it presents opportunities for our automotive vertical.

The main threats to the growth of the Company will come from:

1. Uncertainties in economic, business and geo-political conditions continue to affect the industrial sector – a key market for Geometric. Geometric attempts to minimize the risk through diversification across different verticals.

2. Foreign exchange rate fluctuations. As the company uses India as a major source of manpower, the exchange rate of the Rupee vis-à-vis the US Dollar and other currencies could affect its ability to compete, the movement in Rupee exchange rate vis-à-vis US dollar could also result in fluctuation in our operating margins and have short term impact on profitability. Geometric attempts to minimize the risk by building sales opportunities in diverse regions, diversifying the currency in which it invoices its customers and by taking forward covers where appropriate.

3. Increased emphasis by customers on low cost captive centers, motivated by IP. Geometric’s strategy to minimize this risk is to provide integrated solutions using our tools and technologies and thereby provide differentiated cost-effective solutions.

4. Increasing competition from larger global systems integrators in the engineering and manufacturing space is a threat. Geometric, with its technologies and tool enabled engineering services provides a differentiated value proposition to our customers.

C. Segment-wiseReporting:

Geometric has organized its service offerings in three distinct areas:

(i) Software Solutions and Services

(ii) Engineering Solutions and Services

iii) Products

Annexure‘X’–Board’sReport(Contd.)

Geometric Limited


SoftwareSolutionsandServices:

In FY16, we won deals for software services that have helped us improve customer intimacy and get top management visibility at our customers. Some of our existing accounts, especially in Europe grew significantly and will lead to major contribution to growth in the coming years. Our expertise in CAD and PLM integrations helped us win new marquee customers, market leaders in the automotive sector and we hope to extend these into million dollar engagements. Our Consulting Group helped us win new accounts in Automotive Tier-1 segments. Geometric truly believes that this can generate significant business in the coming years. In China particularly, our Consulting led approach has ensured that we maintain steady revenue growth. Our strengths in defining and deploying process solutions have further strengthened our engagements in the industrial equipment sectors resulting in long term contracts.

We are confident of healthy growth in FY17 through our initiatives on offering-led business development with the focus to further reinforce our differentiation in software services. We are continuing to strengthen our competency based organization structure to improve our offerings, provide a career path for technical experts and to improve our capability to provide integrated solutions along with our tools and technologies.

EngineeringSolutionsandServices:

Geometric provides engineering solutions and services for product engineering, manufacturing engineering and industrial engineering to customers across all our target industries. FY16 was a difficult year for the Engineering solutions and Services segment. The slowdown in the off-road equipment industry segment, which is one of Geometric’s largest segment for engineering services affected our growth. We were able to offset some of the slowdown by ramping up services in China and new customers in Europe. The delay in launch of new vehicle programs by the automotive companies in the US also affected some of our projects in the manufacturing engineering arena. However, we believe that these projects will start in FY17 thereby giving us good impetus in growth.

In FY16 we successfully launched the manufacturing engineering practice in China and were able to truly leverage our global engineering capability. We have deep competencies and differentiated proposition in should costing, which we are taking ahead to sharpen our Value Analysis/Value Engineering offering as we help customers engineer products for new growth markets.

We have redefined our major offerings with a view to win larger deals and ensure long term annuity contracts with our customers. We have integrated our tools and technologies in our engineering services, thereby providing comprehensive services for design automation. We will focus on taking our new offerings to our marquee clients.

Products:

Products and Technology portfolio of Geometric includes products for design, manufacturing, visualization and collaboration. The portfolio also includes interoperability solutions that integrate engineering and manufacturing applications within and across PLM and other enterprise systems. Our DFX product continues to expand its success through the value delivered to some of the world’s most innovative organizations. CAMWorks, our CAM solution that has traditionally been a retail product sold through distributor network, also expanded this year on newer CAD platform to increase its addressable market size. Our visualization solutions, continues to get good interest in many enterprises and we were able to sell to one of large industrial OEMS in Europe. This was achieved through partnership with a local product company.

This year we were able to position our DFx offering as a strategic technology for some of the large global enterprises in the consumer and electronic segment. We have started our initial engagements and plan to expand it into significant opportunities in FY17.

D. Outlook:

The Company had launched a number of strategic initiatives in the year and plans to build on these to achieve continuous improvement and steady business performance in the coming year.

E. Risks and Concerns:

The risks and uncertainties include, but are not limited to, risks and uncertainties regarding fluctuations in earnings and exchange rates, the Company’s ability to successfully manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases, our ability to attract and retain highly skilled professionals in the global markets we serve, time and cost overruns on fixed price contracts, client concentration, restrictions on immigration, our ability to manage our international marketing & sales operations, our ability to invest in development of next-generation offerings and solutions, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, liability for damages on our service contracts & product warranty, the success of the companies in which the Company has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on acquiring companies outside India, and unauthorized use of our and our customers’ intellectual property, the latter


Geometric Limited66

when in our possession as well as general economic conditions affecting our industry and repayment capability of customers in current market scenario. The Company may, from time to time, make additional written and oral forward-looking statements and our reports to shareholders. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.

F. InternalControlSystemsandtheirAdequacy:

The Company has adequate internal control systems and procedures commensurate with its size and nature of business. All areas of the Company’s operations are covered by such internal control systems including sale of software, purchase of fixed assets and equipments, other purchases, fixed assets accounting, personnel expenditure related processes etc. An independent firm of Chartered Accountants has been appointed as the Internal Auditors of the Company and the Audit Committee has accepted their reports and the recommendations, where feasible, have been implemented. The Company has re-implemented SAP- a world class ERP system to serve as the information backbone and to further strengthen internal controls in the company.

G. Discussiononfinancialperformancewithrespecttooperationalperformance:

(I) Financialcondition

Equity and Liabilities

1. ShareCapital:

At present, we have only one class of shares – Equity Shares of par value ` 2 each. Our authorized share capital is ` 160 Mn, divided into 80 Mn equity shares of ` 2 each.

During the year 602,447 equity shares of ` 2 each have been issued under various Employee Stock Option Plans. Consequently, the issued, subscribed and outstanding shares increased from 64,427,967 to 65,030,414 and share capital increased from ` 128.86 Mn to ` 130.06 Mn.

2. ReservesandSurplus:

A summary of reserves and surplus is provided in the table below:

(` in Millions)

Particulars Standalone Consolidated

31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

Securities Premium Account 141 99 317 275

Hedging Reserve 14 53 19 280

General Reserve 286 286 440 407

Foreign currency translation Reserve (14) (64) 172 109

Capital Redemption Reserve - - 1 1

Capital Reserve - - 1 1

Investment Reorganization Reserve 756 756 49 49

Surplus in the Statement of Profit and Loss 3,362 2,545 3,613 2,828

We use foreign currency forward contracts to hedge risk associated with foreign currency fluctuations relating to certain firm commitments and highly probable forecast transactions. We designate these as Cash Flow Hedges. Foreign currency forward contracts are initially measured at fair value and are re-measured at subsequent reporting dates. Changes in the fair value of these derivatives that are designated and effective as hedges of the future cash flows are recognized directly under Shareholder’s Funds in the Hedging Reserve.


Geometric Limited


3. DeferredtaxLiability&Asset:

Deferred tax asset represents timing differences in the financial and tax books arising from depreciation on assets and provision for Bonus and others (causing deferred tax asset).

(` in Millions)


31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

Deferred Tax Asset 56.00 57.00 128.00 91.00

4. OtherLongtermLiabilities:(` in Millions)


31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

Deferred Revenue - - 57.42 60.59

5. LongtermProvisions:

Long term provisions of `79.52 Mn as of March 31, 2016 and ` 109.77 Mn (Consolidated) as of March 31, 2015 represent provision towards employee benefits due after 12 months.

6. ShortTermBorrowings:(` in Millions)

Particulars Standalone Subsidiariesabroad

31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

Loan from Citi Bank 198.00 187.14 589.43 505.93

Loan from ING Bank - - - 81.38

7. TradePayables:

Sundry creditors represent the amount payable to vendors for the supply of goods and services. The Consolidated amount of trade payables includes ` 1.41 Mn due to Small and Medium Scale Enterprises.

8. OtherCurrentLiabilities:

Other current liabilities consist of advance billing to customer & deferred revenue, accrued salaries & benefits payable to the staff, various statutory liabilities and amounts accrued for various other operational expenses. Unclaimed dividends represent dividends paid but not en-cashed by shareholders.

9. Provisions:

Provision for Compensated absences represents amount calculated as per Company’s leave encashment policy and provision for Gratuity represents additional provision over gratuity fund made based on actuarial valuation. Provision for mark to market loss on derivative contracts represents the amount of loss on mark-to-market valuation of the forward covers taken by the Company

Application of funds

10. FixedAssets:

Capitalexpenditure:

We commissioned our new software development centre at Phase 1, Rajiv Gandhi Infotech Park, Hinjewadi, Pune. We incurred an amount of `121.02 Mn (`147 Mn in the previous year) on Computer equipment as capital expenditure.

The Company has verified the assets and where required the technology assets have been replaced.


Geometric Limited68

11. Current&Non-CurrentInvestments:

(` in Millions)

Particulars Standalone Consolidated31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

CurrentInvestments:Investments in Mutual Funds 1,133.06 590.06 1,622.10 1,187.43Non-CurrentInvestments:Investments in Subsidiaries 809.62 809.62 - -

We have made investments in units of various debt-based liquid or floater mutual funds. This represents surplus funds of the organization parked with these mutual fund schemes, which can be recalled at very short notice.

Other trade investments represent investment made in Powerway Inc. However, as the company has been administratively dissolved in 2010, we have created provision for the diminution in value of investment with full investment amount.

12. LongtermLoans&Advances:

Long term loans & advances include expenses paid in advance. The benefit of these expenses is expected to be utilized after expiry of twelve months. Sundry deposits represent deposit towards telephone, rent, electricity, lease and other deposits.

Total loans outstanding from Geometric Europe GmbH, as on March 31, 2016 were `497.75 Mn.

13. OtherNon-CurrentAssets:

Other Non-current assets include the amount of Long term deposits with banks with original maturity period more than 12 months.

14. TradeReceivables:

(` in Millions)

Particulars Standalone (ExcludingIntercompany)

Consolidated

31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

Sundry Debtors 276 285 1,747 1,551

Days sales Outstanding (DSO) 68 60 52 51

Debtors as a % of revenue 18.67% 16.45% 14.16% 14.03%

These debtors are considered good and realizable, and provision has been made for all doubtful debts.

Provisions are generally made for all debtors outstanding for more than 180 days as also for others, depending on the management’s perception of the risk. The need for provisions is assessed based on various factors including collectability of specific dues, risk perceptions of the industry in which the customer operates and general economic factors which could affect the customer’s ability to settle. As on March 31, 2016, provision for doubtful debts stands at ` 6 Mn (Standalone) and `6 Mn (Consolidated). The provision has been made for debtors outstanding for more than 180 days and also includes debtors which we foresee unrealizable.

15. Cash & Bank Balances:

The bank balances in India include both Rupee accounts and foreign currency accounts. The bank balances in overseas current accounts are maintained to meet the expenditure of the overseas branches and project-related overseas expenditure.


Geometric Limited


(` in Millions)

Particulars Standalone Consolidated31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

Cash balances - - 0.25 0.33Remittance in Transit - 23.00 13.92Current Accounts (including foreign currency accounts)

56.16 30.36 624.31 518.80

Deposit Accounts 3.00 3.00 3.00 3.00Unclaimed dividend account 6.00 3.52 6.46 3.52Investment in liquid mutual funds reported under investments

1,133.06 590.06 1,622.10 1,187.43

Total cash & cash equivalent 1,198.22 626.95 2,279.02 1,727.00Cash & cash equivalent /revenues 28.32% 15.00% 18.48% 15.62%

16. ShorttermLoansandAdvances:

Loans and Advances are primarily towards amounts paid in advance for value and services to be received in future. Advance payment of taxes represents payments made towards tax liability, tax deducted at source and refunds due; for years where assessment is yet to start or under progress.

Loans to employees are made to enable the purchase of assets by employees and to meet any emergency requirements.

17. OtherCurrentAssets:

Other current assets include Interest accrued and unbilled revenues

(II) FinancialReview

1. Income:

The Company derives its income mainly from software services and the sale of software products. Other income consists of dividends from mutual funds, rent, gains on foreign exchange fluctuations and income from investment of surplus funds.

Details of the business segmentation and geographical segmentation of income are given below. This segmentation is based on the Consolidated Financial Statements of the Company and its subsidiaries.

a. Businesssegmentationoftotalsales(Consolidated):

(` in Millions)

31-Mar-2016 31-Mar-2015` % ` %

Products 935.74 7.59 769.30 6.96Services 11,398.84 92.41 10,283.70 93.04Total 12,334.58 100.00 11,053.00 100.00

b. GeographicalSegmentationoftotalsales(Consolidated):

(` in Millions)

Particulars 31-Mar-2016 31-Mar-2015` % ` %

USA 7,256.0 58.8 6,466.4 58.5Europe 3,528.1 28.6 3,276.6 29.6Asia Pacific 757.8 6.1 613.2 5.5India 792.7 6.5 696.8 6.4Total 12,334.6 100.0 11,053.0 100.0


Geometric Limited70

2. Expenditure:

2.1 OperatingandOtherExpenses(Standalone):

(` in Millions)

Particulars 31-Mar-2016 % to Total Income

31-Mar-2015 % to Total Income

Growth%

Personnel Expenses 2,173 45.58% 2,138 51.30% 2%

Travelling and Conveyance Expenses 130 2.73% 177 4.25% -27%

Software Tools and Packages 97 2.03% 60 1.44% 62%

Royalty 48 1.01% 31 0.74% 55%

Legal and Professional Charges 237 4.97% 52 1.25% 356%

Rent and Service Charges 76 1.59% 94 2.26% -19%

Repairs and Maintenance 66 1.38% 75 1.80% -12%

Electricity Expenses 49 1.03% 50 1.20% -2%

Computer Rental Charges 120 2.52% 101 2.42% 19%

Sales and Marketing Expenses 13 0.27% 28 0.67% -54%

Other Expenses 132 2.77% 114 2.74% 16%

Sub-contracting Expenses 278 5.83% 246 5.90% 13%

Total Operating and Other Expenses 3,419 71.72% 3,166 75.96%

TotalIncome 4,767 4,168

2.2 OperatingandOtherExpenses(Consolidated):

(` in Millions)

Particulars 31-Mar-2016 % to Total Income

31-Mar-2015 % to Total Income

Growth%

Personnel Expenses 8,264 67.00% 7,552 67.14% 9%

Travelling and Conveyance Expenses 290 2.35% 369 3.28% -21%

Software Tools and Packages 201 1.63% 138 1.23% 46%

Royalty 126 1.02% 93 0.83% 35%

Legal and Professional Charges 402 3.26% 277 2.46% 45%

Rent and Service Charges 220 1.78% 206 1.83% 7%

Repairs and Maintenance 76 0.62% 78 0.69% -3%

Electricity Expenses 132 1.07% 120 1.07% 10%

Lease Rental Charges 133 1.08% 78 0.69% 71%

Sales and Marketing Expenses 44 0.36% 65 0.58% -32%

Other Expenses 373 3.02% 389 3.46% -4%

Sub-contracting expenses 307 2.49% 357 3.17% -14%

Total Operating and Other Expenses 10,568 85.68% 9,722 86.43%

TotalIncome 12,335 11,248


Geometric Limited


2.3 Depreciation:

(` in Millions)


31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

Depreciation 86 120 318 303

% to gross block of assets 7% 10% 8% 9%

% to Sales: Software Packages & Services 2% 3% 3% 3%

3. OperatingProfit:

(` in Millions)


31-Mar-2016 31-Mar-2015 31-Mar-2016 31-Mar-2015

Operating Profit (Profit Before Tax Less non-operating Income/(Loss))*

712 520 - 995

Sales: Software Packages & Services 4,013 3,815 12,335 11,053

Operating Margin 17.74% 13.63% 11% 9%

*Includes Forex Gain / (Loss)

4. ProvisionforTax:

Provision for deferred tax liability has been made in accordance with the Accounting Standard (AS- 22) issued by the Institute of Chartered Accountants of India.

H. MaterialDevelopmentsinHumanResources:

The Company continues its focus on attracting and retaining the best talent in the industry. Several technical and behavioral training programs were organized during the year.

Numberofpeopleemployed(Consolidated):

Particulars 31-Mar-2016 31-Mar-2015

Production 4,440 4,460

Support 332 347

Total 4772 4,807

I. General:

Figures for the previous year have been regrouped / restated wherever necessary to conform to current period’s presentation.


Geometric Limited72

We, Manu Parpia, Managing Director and Chief Executive Officer and Shashank Patkar, Chief Financial Officer of Geometric Limited, to the best of our knowledge and belief, certify that:

A. We have reviewed financial statements and the cash flow statement for the quarter ended March 31, 2016 and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the Audit committee:

1. significant changes in internal control over financial reporting during the year;

2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

3. instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

ForGeometricLimited

Sd/- Sd/-

ManuParpia Shashank Patkar

ManagingDirector&ChiefExecutiveOfficer ChiefFinancialOfficer

Mumbai

April27,2016

CEOandCFOCertification

Geometric Limited


GEOMETRIC LIMITED

Consolidated Financial Statementsfor the year ended March 31, 2016

Regd. Office:

Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai - 400 079, India

Geometric Limited74

To The MeMbers of GeoMeTric LiMiTed

report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of Geometric Limited (“the Holding Company”) and its subsidiaries [as per the list appearing in Note 2 (b) to the consolidated financial statements] (collectively referred to as “the Company” or “the Group”), comprising of the consolidated balance sheet as at 31 March 2016, the consolidated statement of profit and loss and the consolidated cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s responsibility for the consolidated financial statements

The Holding Company’s Board of Directors is responsible for the preparation of the consolidated financial statements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditors’ responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company, as at 31 March 2016, and their consolidated profit and their consolidated cash flows for the year ended on that date.

independent Auditors’ report on consolidated financial statements

Geometric Limited


Other Matters

a) We did not audit the financial statements of two subsidiaries, whose financial statements reflect total assets of ` 2,244 million as at 31 March 2016, total revenues of ` 3,704 million and net cash flows amounting to ` 16 million for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work performed and the reports of the other auditors.

report on other Legal and regulatory requirements

1. As required by sub-section 3 of Section 143 of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.

(c) The consolidated balance sheet, the consolidated statement of profit and loss and the consolidated cash flow statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2016 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditors of its subsidiary companies incorporated in India, none of the Directors of the Group companies incorporated in India is disqualified as on 31 March 2016 from being appointed as a Director of that company in terms of sub-section 2 of Section 164 of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in “Annexure A”; and

(g) with respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group. Refer Note 39 to the consolidated financial statements;

ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivatives contracts. Refer Note 33 to the consolidated financial statements; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and there were no amounts which were required to be transferred to the Investor Education and Protection Fund by its subsidiary companies incorporated in India.

For b s r & co. LLP Chartered Accountants Firm's Registration No: 101248W/ W-100022

rajesh Mehra Mumbai Partner 6 May 2016 Membership No: 103145

independent Auditors’ report on consolidated financial statements (contd.)

Geometric Limited76

Annexure-A tO the Independent AudItOrs’ repOrt On COnsOlIdAted FInAnCIAl stAteMents

report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31 March 2016, we have audited the internal financial controls over financial reporting of Geometric Limited (hereinafter referred to as “the Holding Company”) and its subsidiary companies, which are companies incorporated in India, as of that date.

Management’s responsibility for internal financial controls

The respective Board of Directors of the Holding Company, its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance the Guidance Note issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent limitations of Internal Financial Controls Over Financial reporting

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


Geometric Limited


opinion

In our opinion, the Holding Company and its subsidiary companies which are incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid reports under Section 143 (3) (i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to two subsidiary companies, which are companies incorporated in India, is based on the corresponding reports of the other auditors of such companies incorporated in India.

For b s r & co. LLP Chartered Accountants Firm's Registration No: 101248W/ W-100022

rajesh MehraMumbai Partner6 May 2016 Membership No: 103145


Geometric Limited78

Consolidated Balance sheet as at 31 March 2016

(Currency: Indian ` in Millions)Note 31 March 2016 31 March 2015

eQUiTY ANd LiAbiLiTiesshareholders' fundsShare capital 3 130 129 Reserves and surplus 4 4,611 3,949

4,741 4,078 Share application money pending allotment 5 - 1 Minority interest 724 945 non-current liabilitiesDeferred tax liabilities (net) 6 18 28 Other long-term liabilities 7 57 61 Long term provisions 8 80 110

155 199 Current liabilitiesShort-term borrowings 9 589 587 Trade payables 10 123 160 Other current liabilities 11 1,318 1,127 Short-term provisions 12 294 500

2,324 2,374 7,944 7,597

AsseTs

Non-current assetsFixed assetsTangible assets 13 1,174 1,161 Intangible assets 13 69 96 Capital work-in-progress 6 22

1,249 1,279 Goodwill (on consolidation) 545 491 Non-current investments 14 - -Deferred tax assets (net) 15 147 120 Long-term loans and advances 16 418 405 Other non-current assets 17 9 14

2,368 2,309 current assetsCurrent investments 18 1,622 1,187 Trade receivables 19 1,747 1,531 Cash and bank balances 20 662 540 Short-term loans and advances 21 440 877 Other current assets 22 1,105 1,153

5,576 5,288 7,944 7,597

Significant accounting policies. 2

The notes referred to above form an integral part of the consolidated financial statement

As per our report of even date attached.For b s r & co. LLP for and on behalf of the board of directors ofChartered Accountants Geometric LimitedFirm's Registration No: 101248W/W-100022 CIN: L72200MH1994PLC077342

rajesh Mehra Jamshyd Godrej Manu Parpia Milind sarwatePartner Chairman Managing Director and CEO DirectorMembership No: 103145 DIN: 00076250 DIN: 00118333 DIN: 00109854

shashank Patkar sunipa GhoshChief Financial Officer Company Secretary

Place: Mumbaidate: 6 May 2016

Geometric Limited


Consolidated statement of profit and loss for the year ended 31 March 2016

(Currency: Indian ` in Millions)

Note 31 March 2016 31 March 2015

reVeNUe

Revenue from operations 12,335 11,053

Other income 23 491 160

Total revenue 12,826 11,213

eXPeNses

Employee benefits expenses 24 8,264 7,552

Finance costs 25 42 33

Depreciation and amortisation 26 318 303

Other expenses 27 2,304 2,165

Total expenses 10,928 10,053

Profit before tax 1,898 1,160

Tax expense

Current tax 634 429

Deferred tax (33) (37)

MAT credit eligible for set-off (9) -

592 392

profit after tax and before minority interest 1,306 768

Minority Interest in net profit of subsidiaries (252) (216)

profit for the period 1,054 552

Earnings per equity share 28

(Nominal value per share ` 2 (previous periods ` 2)

Basic 16.28 8.62

Diluted 16.01 8.45

Weighted average number of equity shares (Basic) 64,715,531 63,988,138

Weighted average number of equity shares (Diluted) 65,798,032 65,261,064

Significant accounting policies 2

The notes referred to above form an integral part of the consolidated financial statements.





Geometric Limited80

Consolidated Cash Flow statement for the year ended 31 March 2016


31 March 2016 31 March 2015

A: cAsh fLoW froM oPerATiNG AcTiViTies:

Net Profit before tax 1,898 1,160

Adjustment for:

Depreciation and amortisation 318 303

Interest expense 18 17

Provision for doubtful debts and advances (net) 15 -

Provision for loss on fixed price projects 8 -

Profit on sale of fixed assets (net) (1) (2)

Profit on sale of current investments (net) (3) (1)

Interest income (2) (2)

Dividend income (65) (48)

Unrealised loss 69 181

357 448

Operating profit before working capital changes 2,255 1,608

Working capital changes:

Increase in trade receivables (231) (210)

Decrease /(increase) in long-term loans and advances 13 (140)

(Increase)/decrease in short-term loans and advances (20) 139

Decrease/(increase) in other current assets 49 (170)

Decrease in trade payables (38) (45)

(Decrease)/increase in long-term provision (30) 18

Increase in short-term provisions 32 92

Decrease in long-term liabilities (7) (17)

Increase/(decrease) other current liabilities 183 (305)

Working capital changes (49) (638)

Cash generated from operations 2,206 970

Income taxes paid (717) (427)

net cash generated from operating activities 1,489 543

b: cAsh fLoW froM iNVesTiNG AcTiViTies:

Purchase of fixed assets (274) (480)

Proceeds from sale of fixed assets 6 5

Investment in mutual funds (8,417) (4,541)

Proceeds from sale/redemption of mutual funds 8,050 4,358

Interest received 2 2

net cash used in investing activities (633) (656)

Geometric Limited



31 March 2016 31 March 2015

c: cAsh fLoW froM fiNANciNG AcTiViTies:

Proceeds from issue of share capital 43 51

(Repayment) /Borrowings from bank (net) (22) 216

Interest paid on borrowings (18) (17)

Dividend and dividend distribution tax paid (741) (402)

net cash used in financing activities (738) (152)

Net increase/(decrease) in cash and cash equivalents (A+b+c) 118 (265)

cash and cash equivalents

At the beginning of the year

Cash and bank balances 533 798

At the end of the year


Net increase/(decrease) in cash and cash equivalents 118 (265)

components of cash and cash equivalents

Cash in hand - -

Bank balances current accounts 624 519

Remittance in transit 24 14

Deposits with banks with maturity less than 3 months 3 -

Cash and cash equivalents considered for cash flow 651 533

Other bank balances 11 7

cash and bank balances 662 540

Consolidated Cash Flow statement for the year ended 31 March 2016





Geometric Limited82

1 GenerAl InFOrMAtIOn

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

2 sIGnIFICAnt ACCOuntInG pOlICIes

a Basis of preparation:

The consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in India. The management has prepared these consolidated financial statements under the historical cost convention on an accrual basis to comply in all material respects with Accounting Standard specified under section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of Companies (Accounts) Rules, 2014. The accounting policies have been consistently applied by the Company and its subsidiaries ("collectively referred as The Group").

The financials statements are prepared in accordance with the principles and procedures required for the preparation and presentation of consolidated financial statements as laid down under the Accounting Standard (AS) 21, ‘Consolidated Financial Statements’.

In the opinion of the management, all the adjustments which are necessary for a fair presentation have been included. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out under the Act.

b principles of consolidation

The consolidated financial statements include the financial statements of Geometric and all its subsidiaries, which are more than 50% owned or controlled. The financial statements of the parent company and subsidiaries have been combined on a line by line basis by adding together the book values of all items of assets, liabilities, incomes and expenses after eliminating all intra-group balances / transactions and resulting unrealized gain / loss. The excess of the cost to the parent of its investments in a subsidiary over the parent’s portion of equity at the date on which investment in the subsidiary is made, is recognised as ‘Goodwill’. When the cost to the parent of its investment in a subsidiary is less than the parent’s portion of equity of the

subsidiary at the date on which investment in the subsidiary is made, the difference is treated as ‘Capital Reserve’ in the consolidated financial statements. Minority interest in the net assets of consolidated subsidiaries consists of: a) the amount of equity and reserves attributable to the minorities at the dates on which investment in a subsidiary is made; and b) the minorities share of movements in equity and reserves since the date of parent-subsidiary relationship came into existence. The consolidated financial statements are prepared using uniform accounting policies for similar transactions and other events in similar circumstances.

The subsidiary companies considered in the consolidated financial statements are:

Name of the subsidiary

country of Incorporation or residence

proportion of ownership

interest as at 31 March 2016

Proportion of

Ownership Interest as

at 31 March 2015

Geometric Americas, Inc.

USA 100% 100%

Geometric Asia Pacific Pte. Ltd.

Singapore 100% 100%

Shanghai You Hua Engineeing Machinery Design Co. Ltd (“Geometric China”)(subsidiary of Geometric Asia Pacific Pte. Ltd)

China 100% 100%

Nihon Geometric Kabusiki Kaisya (“Geometric Japan KK”) (subsidiary of Geometric Asia Pacific Pte. Ltd)**

Japan Nil 100%

Geometric Europe GmbH

Europe 100% 100%

Geometric GmbH(formerly know as 3Cap technologies GmbH, subsidiary of Geometric Europe GmbH)

Europe 100% 100%

notes to the consolidated financial statements as at 31 March 2016

Geometric Limited


Name of the subsidiary

country of Incorporation or residence

proportion of ownership

interest as at 31 March 2016

Proportion of

Ownership Interest as

at 31 March 2015

Geometric SAS (subsidiary of Geometric Europe GmbH)

France 100% 100%

Geometric S.R.L (subsidiary of Geometric Europe GmbH)

Romania 100% 100%

3D PLM Software Solutions Ltd.*

India 58% 58%

3D PLM Global Services Private Limited (Subsidiary of 3D PLM Software Solutions Ltd.)

India 100% 100%

*Represents jointly controlled entity in terms of the shareholders’ agreement. However, the same is consolidated as a subsidiary in accordance with AS 21 “Consolidated Financial Statements” as Geometric Limited holds more than 50% of the shareholding.

** Entity disposed during the year

c use of estimates:

The preparation of consolidated 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 on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between the actual results and estimates are recognised in the period in which the results are known / materialized.Examples of such estimates include provisions for doubtful receivables, employee benefits, provision for income taxes, accounting for contract costs expected to be incurred, the useful lives of depreciable fixed assets and provision for impairment. Actual results could differ from these estimates and the difference between the actual result and the estimates are recognised in the period in which the results are known / materialise.

d tangible Assets and depreciation:

Fixed Assets are stated at cost less accumulated depreciation. Cost includes all expenses related to acquisition and installation of the concerned assets and any attributable cost of bringing

the asset to the condition of its intended use. Borrowing costs attributable to the acquisition or construction of a qualifying assets is also capitalised as part of the cost of the asset. Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are Charged to the statement of profit and loss for the period during which such expenses are incurred. Gains or losses arising from disposal of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is disposed off.

Depreciation is provided under the straight line method, based on useful lives of assets as estimated by the Management.Depreciation is charged on a monthly pro-rata basis for assets purchased / sold during the year. The Management’s estimate of useful lives for various fixed assets of the group is as under:

Asset Useful Life in YearsBuildings 28Computers 3-5Electrical Installation 8Office Equipment & EPABX Systems 3-13Furniture and Fixtures 3-10Vehicles 5-10

Leasehold land and leasehold improvements are amortised over the lease period.

In case of fixed assets of the subsidiary, Geometric Americas, Inc., the accelerated method of depreciation has been followed. This has no material impact on the consolidated financial statements of the group.

e research and development expenditure:

Expenditure on in-house development of software is charged to the Statement of Profit and Loss in the year in which it is incurred.

f Intangible assets and amortization:

Software purchased is capitalized as intangible assets and are amortized over its useful life, which is normally three to five years. If the usage of software is discontinued, its unamortized cost is also charged to the statement of profit and loss.

Software purchased costing less than ` 5,000 are charged to statement of profit and loss account in the month of purchase.

“Goodwill on consolidation” comprises the excess of purchase consideration over the parent’s portion of equity of the subsidiary at the date on which investment in the subsidiary was made.

notes to the consolidated financial statements as at 31 March 2016 (Contd.)

Geometric Limited84

Acquired goodwill is amortised over the period of 10 years whereas goodwill on consolidation is annually tested for impairment.

g impairment:

The management periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired. An impairment loss is recognized wherever the carrying value of an asset exceeds its recoverable amount. The recoverable amount is higher of the asset’s net selling price or value in use, which means the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. An impairment loss for an asset is reversed if, and only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

h revenue recognition:

services:

The Group recognizes revenue from time and material contracts as services are performed. Revenue from annual maintenance and support engagements is recognized proportionately as services are rendered, which generally results in straight-line revenue recognition as services are performed continuously over the term of the arrangement.

Revenue on fixed price development projects is measured using the percentage of completion method of accounting. Performance is generally measured based upon the efforts incurred to date in relation to the total estimated cost to the completion of the contract. The Group monitors estimates of total contract revenues and costs on a routine basis throughout the delivery period. The cumulative impact of any change in estimates of the contract revenues or costs is reflected in the period in which the changes become known. In the event that a loss is anticipated on a particular contract, provision is made for the estimated loss.

The Group grants volume discount to certain customers, which are computed based on a pre-determined percentage of the total revenues from those customers during a specified period, as per the terms of the contract. These discounts are earned only after the customer has provided a specified cumulative level of revenues in the specified period. The Group reports revenues net of discounts offered to customers.

Billing in advance of services performed are recorded as “Advance billing to customers and deferred revenue”. Unbilled

revenue, represents amounts recognized based on services performed in advance of billing in accordance with contract terms.

Products:

Revenue from sale of products is recognized when the significant risks and rewards of ownership have transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

others:

Interest income is recognized on time proportion basis. Dividend income is recognized when the right to receive the dividend is established by the reporting date. Profit on sale of investments is recorded on transfer of title from the Group and is determined as the difference between the sale price and carrying value of the investment.

i Foreign exchange transactions:

(i) Initial Recognition and Conversion:

Foreign-currency denominated monetary assets and liabilities are translated at exchange rates in effect at the balance sheet date. The gains or losses resulting from such translations are included in the statement of profit and loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.

Revenue, expense and cash-flow items denominated in foreign currencies are translated using the exchange rate in effect on the date of the transaction. Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled.

(ii) Functional and Reporting Currency:

The functional currency of Geometric Ltd and 3D PLM Software Solutions Ltd is Indian Rupee. The functional currencies for Geometric Americas Inc., Geometric Asia Pacific. Pte. Ltd. and Geometric Europe GmbH is their respective local currency.

Items included in the financial statements of the Group are measured using the currency of the primary economic


Geometric Limited


environment in which the subsidiaries operate (the “functional currency”). The financial statements are presented in Indian `, which is the Group’s reporting currency.

(iii) Foreign currency translation:

Integral Operations:

In respect of integral operations, monetary assets and liabilities are translated at the exchange rate prevailing at the date of the balance sheet. Non-monetary items are translated at the historical rate. The items in the statement of profit and loss are translated at the average exchange rate during the period. The differences arising out of the translation are recognised in the statement of profit and loss.

Non-integral operations:

In respect of non-integral operations, assets and liabilities are translated at the exchange rate prevailing at the date of the balance sheet. The items in the profit and loss account are translated at the average exchange rate during the period. The differences arising out of the translation are accumulated under foreign currency translation reserve.

j derivative Instruments and hedge Accounting:

The Group uses foreign currency forward contracts to hedge its risk associated with foreign currency fluctuations relating to certain firm commitments and highly probable forecast transactions. The Group designates these as Cash Flow Hedges.

The use of foreign currency forward contracts is governed by the respective company’s policies approved by the respective Board of Directors, which provide written principles on the use of such forward contracts consistent with the company’s risk management strategy. The Company do not use derivative financial instruments for speculation purpose.

Forward exchange contracts obtained to hedge firm commitments or highly probable forecast revenues are recorded using the principles of hedge accounting as recommended under “Accounting Standard 30 (“AS 30”) Financial Instruments: Recognition and Measurement” issued by the Institute of Chartered Accountants of India. Such forward exchange contracts which qualify for cash flow hedge accounting and where the conditions of AS 30 have been met are initially measured at fair value and are remeasured at subsequent reporting dates. Changes in the fair value of these derivatives that are designated and effective as hedges of the future cash flows are recognized directly under Shareholder’s Funds in the Cash Flow Hedging Reserve and the ineffective portion is recognized immediately in the Statement of Profit and Loss.

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognized in the Statement of profit and loss as they arise.

Hedge accounting is discontinued when the hedging instrument expires or is sold or terminated or exercised or no longer qualifies for hedge accounting. Cumulative gain or loss on the hedging instrument recognised in shareholders’ funds is transferred to statement of profit and loss when the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in shareholders’ funds is transferred to the statement of profit and loss.

k employee Benefits:

short-term employee benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, performance incentives etc., are recognized as an expense at the undiscounted amount in the Statement of Profit and Loss of the year in which the employee renders the related service.

post employment benefits:

Defined Contribution Plans:

Provident Fund:

A defined contribution plan is a post employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Group makes specified monthly contributions towards employee provident fund to government administered provident fund scheme which is a defined contribution plan. The contribution is recognised as an expense in the statement of profit and loss during the period in which the employee renders the related service.

Superannuation:

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

Defined Benefit Plans:

The Group’s gratuity benefit scheme is a defined benefit plan. The gratuity scheme is funded. The Group’s net obligation in respect of a defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The calculation of the Group’s obligation under the plan is performed quarterly by a qualified actuary using the projected unit credit method. The Group has maintained a gratuity cum life assurance scheme through a master policy with the Life Insurance Corporation of India towards which annual premiums as determined by actuarial valuation are paid and recognised as an expense in the statement of profit and loss.


Geometric Limited86

The Group recognises all actuarial gains and losses arising from defined benefit plans immediately in the statement of profit and loss under “”employee benefits expense””. When the benefits of a plan are improved, the portion of the increased benefit related to past service by employees is recognised in statement of profit and loss on a straight-line basis over the average period until the benefits become vested. The Group recognises gains and losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs.

Compensated absences:

The employee can carry-forward a portion of the unutilised accrued compensated absences and utilise it in future service periods or receive cash on termination of employment. Compensated absences are expected to occur within twelve months after the end of the period and are classified as a short term employee benefit. The Group records an obligation for such compensated absences in the period in which the employee renders the services. The Group accrues for liability in respect of compensated absences for the entire available leave balance standing to the credit of the employees at period end. The leave balance eligible for carry-forward is valued at gross compensation cost and the leave balance subject to encashment are accrued at basic pay.

l Taxes on income:

Tax expense comprise of current and deferred tax. Current income tax comprises taxes on income from operations in India and in foreign jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expense relating to foreign operations is determined in accordance with tax laws applicable in jurisdictions where such operations are domiciled.

Minimum alternative tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Group recognises MAT credit available as an asset only to the extent there is convincing evidence that the Company will pay normal income tax after the specified period. Accordingly, MAT is recognised as an asset in the balance sheet when it is probable that the future economic benefit associated with it will flow to the Group and the asset can be measured reliably.

Deferred tax is recognised 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 and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognised only to the extent that there is virtual certainty that sufficient future taxable income will be available to realise such assets. In other situations, deferred tax assets are recognised only to the extent that there

is reasonable certainty that sufficient future taxable income will be available to realise these assets.

Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance taxes paid and income tax provisions arising in the same tax jurisdiction and where the group is able to and intends to settle the asset and liability on a net basis. The group offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxation laws.

m Leases:

Assets taken on lease by the Group in its capacity as lessee, where the Group has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognized as operating leases. Lease rentals under operating leases are recognized in the statement of profit and loss on straight line basis.

n investments:

Investments are either classified as current or long-term based on Management’s intention. Current investments are carried at the lower of cost and fair value of each investment individually. Long term investments are carried at cost less provisions recorded to recognise any decline, other than temporary, in the carrying value of each investment.

o cash and cash equivalents:

Cash and cash equivalents comprise cash in hand, balance with banks and term deposits with banks with original maturity up to three months. Other bank balances comprises of term deposit with banks having maturity of more than 3 months but less than 12 months from the balance sheet date. Bank deposits due to mature after 12 months from the reporting date are classified under other non-current assets.

p earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period.The weighted average number


Geometric Limited


of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in right issue, share split and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

q employee stock Option schemes:

Equity settled Stock Options granted to employees are in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Guidance Note on Employees Share Based Payments issued by the Institute of Chartered Accountants of India. The Options are generally issued at market price calculated under the said Guidelines. The intrinsic value, being the difference, if any, between market price and exercise price is treated as personnel expenses and charged to the statement of profit and loss. The value of the options is treated as a part of employee compensation in the financial statements and is amortised over the vesting period.

r Warranty obligations:

In respect of products sold and services rendered by the group, which carry a specified warranty, future costs that will be incurred by the group in carrying out its obligations are estimated and accounted for on accrual basis.

s segment reporting:

The Group has identified business segments (industry practice) as its primary segment and geographic segments as its secondary segment. Business segments comprise products, software services and engineering services.

Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to a specific segment have been allocated on the basis of associated revenues of the segment

and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses.

Fixed assets and other assets used in the Group’s operations or liabilities contracted have not been identified to any of the reportable segments, as the assets are used interchangeably between segments; hence it is not practicable to provide segment disclosures relating to total assets & liabilities.

Geographical revenue is allocated based on the location of the customer. Geographic segments of the Group are USA, Europe, Asia Pacific and India.

t Cash flow statement:

Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

u provision and Contingent liabilities:

The Group creates a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made for the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent assets are not recognised in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognised in the period in which the change occurs. Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.


Geometric Limited88


31 March 2016 31 March 20153 share capital

Authorised shares:80,000,000 Equity shares (31 March 2015 ` 80,000,000 equity shares) of ` 2 each. 160 160 Issued, subscribed and paid up shares:65,030,414 Equity shares (31 March 2015 ` 64,427,967 equity shares) of ` 2 each fully paid up. 130 129

Notes:a) reconciliation of shares:

At the beginning of the year (in numbers) 64,427,967 63,476,736 Add:Issued during the year-ESOPs (in numbers) 602,447 951,231 outstanding at the end of the year (in numbers) 65,030,414 64,427,967 At the beginning of the year (in `) 129 127 Add:Issued during the year-ESOPs (in `) 1 2 outstanding at the end of the year (in `) 130 129

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

c) details of shareholders holding 5% or more shares in the Company:Details of shareholders holding 5% or more shares in the company:Godrej and boyce Manufacturing company LimitedNumber of shares held 12,175,000 12,175,000 Percentage of holding 18.72 18.90 Godrej investments Private LimitedNumber of shares held 7,979,008 7,879,008 Percentage holding 12.27 12.23 Manu M ParpiaNumber of shares held 4,091,425 4,257,925 Percentage holding 6.29 6.61 rakesh radheshyam JhunjhunwalaNumber of shares held 8,261,250 8,211,250 Percentage holding 12.70 12.74

d) shares reserved for issue under options:Refer note no 30 for details of shares reserved for issue under the Employee Stock Option Schemes.

e) For the period of five years immediately preceding the date as at 31 March 2016:Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash: NilAggregate number and class of shares allotted as fully paid up by way of bonus shares: NilAggregate number and class of shares bought back: Nil

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

g) Calls unpaid: Nil


Geometric Limited


(Currency: Indian ` in Millions)31 March 2016 31 March 2015

4 reserves and surplussecurities premium accountAt the beginning of the year 275 226 Add: Premium on shares alloted-ESOPs 42 49

317 275 General reserveAt the beginning of the year 407 302 Add: Transfer from statement of profit and loss 33 105

440 407 hedging reserveAt the beginning of the year 280 (58)Add: Gain / (loss) on cash flow hedging derivatives, net (261) 338

19 280 (Reserve created to account for changes in the fair value of derivative instruments that are designated and effective as hedges for future cash flows)

Foreign currency translation reserveAt the beginning of the year 109 101 Add: Amount recognised during the year 63 8

172 109 Capital redemption reserveAt the beginning of the year 1 1

capital reserveAt the beginning of the year 1 1

Investment re-organisation reserveAt the beginning of the year 49 49

Reserve created pursuant to scheme of arrangement to undertake a financial re-organisation in accordance with section 391 to 393 read with section 78 and section 100 to 103 of the Companies Act, 1956. The said reserve was created by appropriations from securities premium account, general reserve, and surplus in statement of profit and loss to be utilised for providing for dimunition in the value of investments, impairment in value of goodwill and offsetting realisation loss on sale of investments, if any. The balance in the investment re-organisation reserve represents the unutilised amount as at the reporting date.

surplus in the statement of profit and lossAt the beginning of the year 2,827 2,602 Add : Net profit for the year 1,054 552 Add: Reversal of provision for dividend distribution tax of previous year* 33 21 Less: Depreciation on assets whose remaining useful life is Nil, recognised in retained earning (net of deferred tax)

- (1)

less: Appropriations - - Dividend for previous year** - (1)Proposed dividend on equity shares - (161)Corporate dividend tax paid by subsidiary - (47)Dividend distribution tax (73) (33)Transfer to general reserve (33) (105)Interim dividend*** (196) -

3,612 2,827 4,611 3,949

* Dividend distribution tax of the previous year has been reversed consequent to the dividend distribution tax paid by the subsidiary company under section 115-O of the Income Tax Act, 1961.** Dividend for the previous year represents dividend paid on equity shares issued under ESOP after Balance sheet date but before the record date for dividend.*** Dividend distribution tax on interim dividend of ` 40 million, declared during the year has not been appropriated consequent to the dividend distribution tax paid by the subsidiary company of ` 40 million under section 115-O of the Income Tax Act, 1961.


Geometric Limited90

(Currency: Indian ` in Millions)5 share application money pending allotment as at 31 March 2016 - NiL share application money pending allotment as at 31 March 2015

Amount received exercise price Number of shares received towards share capital

received towards securities premium

ESOP-2011 Employees* - 45.70 2,500 - -

ESOP-2013 Employees* 1 76.10 7,100 - 1

1 9,600 - 1

* value is less than one million `

Share application money pending allotment represents monies received against shares to be issued under the employee stock option plan formulated by the Company as at the year end. The Company has sufficient authorized equity share capital to cover the share capital amount arising from allotment of shares pending allotment as at 31 March 2015 and there are no interest accrued and due on amount due for refund as at 31 March 2015.

31 March 2016 31 March 2015

6 deferred tax liabilities (net)

Deferred tax liabilities (Refer note 36) 18 28

18 28

7 Other long-term liabilities

Deferred revenue 53 61

Mark to market loss on derivative contracts 4 -

57 61

8 Long-term provisions

provision for employee benefits

-Gratuity 59 92

-Pension 21 18

80 110

9 short-term borrowings

Short-term loan from banks, secured 589 587

589 587

Geometric limited availed short-term loan from bank amounting to USD 3 million / INR 198 million, is a 180 days tenure Packing Credit Foreign Currency (PCFC) loan (31 March 2015 - USD 3 million / INR 187 million) and is secured by hypothecation of book debts. The interest rate on PCFC loan is LIBOR + spread 1% p.a. and is within range of 1.435% to 1.4385%. The PCFC loan is repayable between 27 April 2016 to 27 September 2016.

Geometric Americas Inc has availed revolving credit facility from bank amounting to USD 7 million and is secured by hypothecation of book debts and guarantees given by parent company. Loan outstanding as on 31 March 2016 is USD 6 million / INR 391 million (31 March 2015 is USD 5 million /INR 319 million).The borrowing is repayable by September 2016 at an interest rate of LIBOR+2.25%.

Geometric Europe GmbH has fully repaid the secured overdraft facility from bank amounting to Euro 1 million /` 81 million as on 31 March 2015.


Geometric Limited


31 March 2016 31 March 2015

10 Trade payables

Trade payables 123 160

123 160

11 Other current liabilities

Advance billing to customers and deferred revenue 303 348

Advances from customers 78 35

Accrued expenses 385 299

Accrued payroll 327 260

Statutory liabilities 172 135

Other liabilities 48 46

Unclaimed dividends* 5 4

1,318 1,127

* The amount of unclaimed dividend reflects the position as at 31 March 2016. During the period, the Company has transferred ` 0.35 million (31 March 2015 ` 0.26 million ) to the Investor Education and Protection Fund in accordance with the provisions of section 125 of the Act.

12 short-term provisions

Provision for employee benefits

-Gratuity 3 2

-Compensated absences 269 237

Provision for taxation (net of advance tax) 22 67

Others

-Proposed dividend - 161

-Tax on dividend - 33

294 500



Geometric Limited92

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Geometric Limited


(Currency: Indian ` in Millions)13 IntAnGIBle Assets (B) (contd.)

Computer software Goodwill Total

Gross block

Balances as at 1 April 2014 648 61 709

Forex adjustments 51 55 106

Addition 66 - 66

Disposal/Sales 56 - 56

Balances as at 31 March 2015 709 116 825


forex Adjustments 11 11 22

Addition 22 - 22

disposal/sales - - -


Accumulated amortization


Forex adjustments 46 55 101

Depreciation for the year 83 2 85

Accumulated depreciaton on Disposal/Sales 57 - 57



forex adjustments 10 11 21

depreciation for the year 50 - 50

Accumulated depreciaton on disposal/sales - - -


Net block

As at 31 March 2015 96 - 96

As at 31 March 2016 69 - 69


Geometric Limited94


31 March 2016 31 March 2015

14 Non-current investments1,410,176 (31 March 2015 - 1,410,176) No par value shares of series E senior preferred stock, fully paid and non-assessable in Powerway Inc.*

31 31

Less: Provision for other than temporary diminution in value of investments (31) (31)* Powerway Inc. had filed for bankruptcy under chapter 11 in the United States and the company has been administratively dissolved on 19 October 2010. The investment has not been written off pending approval from Reserve Bank of India.

- -Aggregate amount of unquoted investments- Non Current investments 31 31 Aggregate amount of provision made for non-current unquoted investments (31) (31)Aggregate amount of unquoted investments- Current investments (Refer note no. 18) 1,622 1,187

15 deferred tax assets (net)Deferred tax assets (Refer note 36) 147 120

147 120

16 Long-term loans and advances(Unsecured and considered good, unless otherwise stated)to parties other than related partiesAdvance to suppliers for capital purchases 4 19 Security deposits 97 93 Other loans and advancesAdvance income tax (net of provision for income tax) 221 181 MAT Credit Entitlement 9 -Service tax receivable 74 76 Advances recoverable in cash or kindConsidered good 8 32 Doubtful 14 14

22 46 Less:-Provision for doubtful advances (14) (14)

8 32 Prepaid expenses* - 1 Mark to market gain on derivative contracts 5 3 to related partiesSecurity deposits given to Godrej and Boyce Manufacturing Company Limited* - -

418 405 * value is less than one million `

17 other Non-current AssetsLong-term deposits with banks having maturity period more than 12 months from reporting date, under lien with bank against bank guarantees issued

8 14

Other long-term deposits with banks having maturity period more than 12 months from reporting date*

1 -



Geometric Limited



31 March 2016 31 March 2015

18 current investmentsInvestment in mutual funds (at lower of cost and fair value, unquoted, non-trade, fully paid) 1,622 1,187

1,622 1,187

19 Trade receivables(Unsecured and considered good, unless otherwise stated)Outstanding for a period exceeding six months from the date they are due for paymentConsidered goodDoubtful 2 22

2 22 Provision for doubtful receivables (2) (22)

- -Other receivablesConsidered good 1,747 1,531 Doubtful 4 -

1,751 1,531 Provision for doubtful receivables (4) -

1,747 1,531 Trade receivable includes: a) amount due from companies where directors are interested 1 4

20 cash and bank balancesCash and cash equivalentsRemittances in transit 24 14 Bank balancesIn current account 624 519 Deposits with original maturity less than 3 months 3 -

651 533 Other bank balancesBalance with banks in deposit account with maturity more than 3 months but less than 12 months, held as lien by bank against bank guarantees

2 2

Balance with banks in deposit account with maturity more than 3 months but less than 12 months, other

3 1

Unpaid dividend accounts 6 4 11 7

662 540 reconciliation of bank deposits:Bank deposits with original maturity of 3 months or less included under ‘Cash and cash equivalents’

3 -

Bank deposits due to mature within 12 months of the reporting date included under ‘Other bank balances’

5 3

Bank deposits due to mature after 12 months of the reporting date included under ‘Other non-current assets’ 9 14

17 17


Geometric Limited96


21 short-Term Loans and Advances(Unsecured and considered good, unless otherwise stated)To parties other than related partiesSecurity depositsOthers 21 11 Doubtful 3 18

24 29 Provision for doubtful deposits (3) (18)

21 11 Loans and advances to employeesConsidered good 53 19 Doubtful 2 1

55 20 Provision for doubtful advances (2) (1)

53 19 Balances with excise authoritiesConsidered good 55 21 Doubtful 16 16

71 37 Provision for doubtful advances (16) (16)

55 21 Other loans and advancesAdvances recoverable in cash or in kind 59 118 Prepaid expenses 103 85 Advance income tax (net of provision for income tax) 63 55 Advances to creditors 53 70 Mark to market gain on derivative contracts 33 498

440 877

22 other current AssetsInterest accrued on deposits with bank 3 2 Unbilled revenue 991 1,073 Other assets 111 78

1,105 1,153


Geometric Limited



23 other incomeDividend on current investments 65 48 Interest on advances and deposits 2 2 Rent received 1 -Profit on sale of current investments (net) 3 1 Gain on foreign exchange transactions (net) 408 91 Profit on sale of fixed assets (net) 1 1 Miscellaneous income 11 16

491 160

24 employee Benefits expensesSalaries, bonus and allowances 7,627 6,957 Contribution to provident and other funds 222 204 Gratuity expense 59 92 Staff welfare expenses 356 299

8,264 7,552

25 finance costsInterest on bank loans 16 14 Other interest 2 3 Bank charges 24 16

42 33

26 depreciation and AmortisationDepreciation on tangible assets 268 218 Amortisation of intangible assets 50 85

318 303

27 other expensesSoftware tools and packages 201 137 Sub-contracting expenses 307 357 Electricity expenses 132 120 Rates and taxes 33 9 Rent 220 206 Repairs and maintenanceComputer and accessories 36 31 Buildings 9 6 Office maintenance 104 85 Others 31 41

180 163 Insurance 13 11 Travelling and conveyance expenses 290 369 Equipment rental charges 133 108 Communication expenses 65 65 Legal and professional charges 388 267 Auditor's remuneration 14 10 Advertising and publicity 44 46 Staff recruitment expenses 32 86 Royalty expenses 126 93

notes to the consolidated financial statements for the year ended 31 March 2016 (Contd.)

Geometric Limited98


31 March 2016 31 March 2015

27 other expenses (contd.)Sales and marketing expenses - 18 Expenditure incurred on Corporate Social Responsibility activities 14 1 Commission to non-executive directors 13 8 Directors' sitting fees 5 1 Provision for doubtful debts and advances (net) 15 - Bad debts and advances written off 1 10 Provision for loss on fixed price projects 8 -Miscellaneous expenses 70 80

2,304 2,165

28 earnings Per equity sharea) net profit for the period 1,054 552 b) Number of equity shares: As at the beginning of the year 64,427,967 63,476,736 Issued during the period 602,447 951,231 As at the end of the period 65,030,414 64,427,967 Weighted average number of equity shares during the period: Basic 64,715,531 63,988,138 Dilutive impact of employee stock options 1,082,501 1,272,926 Diluted 65,798,032 65,261,064 c) earning per equity share of ` 2/- each Basic 16.28 8.62 Diluted 16.01 8.45

29 scheme of Arrangement

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

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

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

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

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


Geometric Limited


29 scheme of Arrangement (contd.) (Currency: Indian ` in Millions)

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

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

30 employee stock Options

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

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

The particulars of options granted under various plans are tabulated below:

A. scheme xI esOp scheme 2011 - employees 31 March 2016 31 March 2015

sr. No.

particulars details Weighted Average exercise price (in `)

Weighted Average remaining contractual life (in Years)

Details Weighted Average exercise price (in `)

Weighted Average remaining contractual life (In Years)

1 Approved 1,800,000 1,800,000 2 Vesting period 22

september 2012 to 29 April 2016

22 September 2012 to 29 April 2016

3 Exercise Period 5 Years from the date of

Grant

5 Years from the date of

Grant 4 Outstanding at the beginning

of the year 521,064 67.90 1.89 1,127,229 58.76 2.72

5 Number of Options Granted during the year

- - -

6 Options Forfeited/ Cancelled during the year

44,125 57.80 111,254 61.51

7 Options Exercised during the year

194,247 60.51 494,911 48.30

8 Outstanding at end of the year 282,692 74.91 1.03 521,064 67.90 1.89 9 Range of exercise price for

stock options outstanding at end of the year

` 45.70 to ` 112.95

` 45.70 to ` 112.95

10 Exercisable at end of the year 277,692 74.48 450,764 53.46


Geometric Limited100

b. scheme xII esOp scheme 2013 - directors31 March 2016 31 March 2015

sr. No.





1 Approved 300,000 300,000 2 Vesting period 21 October

2014 to 20 October 2016

21 October 2014 to 20

October 2016 3 Exercise Period 5 Years from

the date of Grant



of the year 250,000 76.10 3.56 250,000 76.10 4.56


- - -


- - -


- - -

8 Outstanding at end of the year 250,000 76.10 2.56 250,000 76.10 3.56 9 Range of exercise price for


76.10 - 76.10


c. scheme xIII esOp scheme 2013 - employees31 March 2016 31 March 2015

sr. No.





1 Approved 3,150,000 3,150,000 2 Vesting period 21 October

2014 to 26 July 2018

21 October 2014 to 26

July 2018 3 Exercise Period 5 Years from

the date of Grant



of the year 2,041,680 78.20 3.58 2,588,500 78.34 4.59


418,100 115.20 135,000 152.30


360,340 84.72 517,380 98.90


408,200 77.46 164,440 76.10

30. employee stock Options (Contd.) (Currency: Indian ` in Millions)


Geometric Limited


30. employee stock Options (Contd.) (Currency: Indian ` in Millions)

c. scheme xIII esOp scheme 2013 - employees (Contd.)31 March 2016 31 March 2015

sr. No.





8 Outstanding at end of the year 1,691,240 86.05 2.99 2,041,680 78.20 3.58 9 Range of exercise price for


` 76.10 to ` 115.20

- ` 76.10 to ` 115.20


d. The stock-based compensation cost calculated as per the intrinsic value method for the financial year ended 31 March 2016 is ` Nil. If the stock-based compensation cost was calculated as per the fair value method prescribed by SEBI, the total cost to be recognised on a accelerated basis over the requisite service period, which is generally the vesting period, in the financial statements for the year ended 31 March 2016 would be ` 32 million. The effect of adopting the fair value method on the net income and earnings per share is presented below:

Pro forma Adjusted Net income and earning Per share

particulars 31 March 2016 31 March 2015

net profit for the year 1,054 552

Add: Intrinsic Value Compensation Cost -

Less: Fair Value Compensation Cost (32) (125)

Adjusted Pro forma Net income 1,022 427

earning Per share: 31 March 2016 31 March 2015

basic

As Reported 16.28 11.62

Adjusted Pro Forma 15.79 9.67

diluted

As Reported 16.01 11.40

Adjusted Pro Forma 15.53 9.48

e. Method and Assumptions used to estimate the fair value of options:

The fair value has been calculated using the Black & Scholes Option Pricing model. The Assumptions used in the model on a weighted average basis are as follows:

particulars 31 March 2016 31 March 2015Risk Free Interest Rate 8.34% to 8.40% 7.51% to 8.85%Expected Life 4.80 years 5 yearsExpected Volatility 49.61% to

49.92%45.99% to

56.33%Dividend Yield 1.60% 1.80% to 2.01%



31. Operating leases (Currency: Indian ` in Millions)

The lease rent expense in respect of computers, furniture and fixtures and office space for the year and the total future minimum lease payments under non-cancellable operating leases payable are as under:


Lease rentals incurred during the period 353 314 Future lease obligations- not later than one year 269 231 - later than one year and not later than five years 452 348 - later than five years 345 168

32. employee Benefits:

a) defined Contribution plans

i) Provident Fund:

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

ii) Amounts recognised in the statement of profit and loss:

31 March 2016 31 March 2015

Defined Contribution Plans:

Employer's Contribution to Provident Fund 187 164

Contribution to Superannuation Fund 35 40

222 204

b) basis used to determine expected rate of return on Assets:

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

c) profit sharing plan and self insurance

A Company within the Group that operate in the USA has a 401(k) plan covering substantially all employees who are 21 years of age or older. Participants may defer up to the lesser of 50% of their compensation or the maximum annual contribution set by law. In addition, the 401(k) plan provides for a discretionary matching contribution to be set by the employer. There was no 401(k) related contribution by the Company for the years ended March 31 March 2016 and 2015.

d) The status of the companies’ funded gratuity plan is as under:


i) present Value of Obligation

Present value of the obligation at the beginning of the year 354 263

Acquisition adjustments 19 -

Current service cost 67 68

Interest cost 26 23

Actuarial (gain) / loss on obligation (10) 22

Settlement credit (17) (1)

Benefits paid (38) (21)

present value of the obligation at the end of the year 401 354


Geometric Limited



ii) fair value of plan assets Fair value of plan assets at the beginning of the year 262 216 Acquisition adjustments 19 - Expected return on plan assets 22 18 Actuarial gain / on plan assets 2 3 Amount paid on settlement (17) (1) Contributions by the employer 92 47 Benefits paid (38) (21) fair value of plan assets at the end of the year 342 262

iii) Amounts recognised in the balance sheet: Present value of obligation at the end of the year 401 354 Fair value of plan assets at the end of the year 342 262 net obligation at the end of the year (59) (92)

iv) Amounts recognised in the statement of profit and loss: Current service cost 67 68 Interest cost on obligation 26 23 Expected return on plan assets (22) (18) Net actuarial (gain) / loss recognised in the year (12) 19 net cost included in employee benefits expense 59 92

v) Actual return on plan assets Expected return on plan assets 22 18 Actuarial gain/ (loss) on plan assets 2 3

24 21

vi) Actuarial Assumptions i) Discount Rate 7.60% p.A. to

7.90% p.A. 7.80% P.A.

ii) Expected Rate of Return on Plan Assets 8.00% p.A 8.00% P.A iii) Salary Escalation Rate 9.00% p.A. to

11.50% p.A. 9.00% P.A. to

11.50% P.A. iv) Employee Turnover:

1) Employees who have not completed 5 years of service9.00 % p.A. to

15% p.A. 11.00 % P.A. to

12.50% P.A. 2) Employees who have completed 5 years of service 5.00 % p.A to

11% p.A. 5.00 % P.A to

11% P.A. v) Mortality indian Assured

Lives Mortality (2006-08) ultimate.

Indian Assured Lives Mortality

(2006-08) ultimate

vi) Expected Average Remaining Working Lives of Employees (Years) 9.02 to 10.16 8.63 to 9.16The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

vii) Major category of plan assets as a percentage of total plan assets Funds managed by Insurer 100% 100% Total 100% 100%

viii) expected contribution to the fund in next year 59 92

32. employee Benefits (contd.) (Currency: Indian ` in Millions)


d) The status of the companies’ funded gratuity plan is as under (contd.):


e) Amounts recognised in the current year and previous four years

experience history 31 March 2016 31 March 2015 31 March 2014 31 March 2013 31 March 2012

Present value of obligation 401 354 266 214 166

Plan assets 342 262 216 179 135

Surplus / (deficit) (59) (92) (50) (35) (31)

Experience adjustment on plan Liabilities (loss)/gain

(13) 14 3 6 (0)

Experience adjustment on plan assets (loss)/gain

9 3 5 14 1

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

34 segment results

The group’s primary segments consists of Products, Software Services and Engineering Services. The secondary segments are geographical area by location of customers.


A segment revenue

Products 722 769

Software services 7,890 6,808

Engineering services 3,723 3,476

Total 12,335 11,053

Less : Inter segment revenue - -

Net revenue from operations 12,335 11,053

b segment expenses

Products 324 231

Software Services 2,357 2,595

Engineering Services 1,102 657

Total 3,783 3,483

Less : (a) Interest 41 33

(b) Other unallocable expense net of unallocable income 1,844 2,290

Profit/(Loss) from Ordinary Activities before Tax 1,898 1,160

secondary geographical segments- revenue

Region

USA 7,256 6,466

Europe 3,528 3,277

Asia Pacific 758 613

India 793 697

12,335 11,053

Fixed assets and other assets used in the Company’s operations or liabilities contracted have not been identified to any of the reportable segments, as the assets are used interchangably between segments; hence it is not practicable to provide segment disclosures relating to total assets and liabilities.

32. employee Benefits (contd.) (Currency: Indian ` in Millions)


Geometric Limited


35 derivative Instruments (Currency: Indian ` in Millions)

a. The group uses forward exchange contracts to hedge its foreign exchange exposure. Following are outstanding foreign exchange contracts, which have been designated as Cash Flow Hedges as on 31 March 2016 for hedge of future expected sales:

particulars Purpose designation 31 March 2016 31 March 2015

notional Amount in foreign currency

notional Amount

Notional Amount in Foreign Currency

Notional Amount

Forward Contracts to Sell USD

Hedge highly probable forecast transactions

Cash flow hedges 56 3,970 52 3,527

Forward Contracts to Sell Euro

Hedge highly probable forecast transactions

Cash flow hedges 32 2,510 27 2,374


Open balance sheet exposure

Balance sheet hedge

4 303 - -

6,783 5,901

36 deferred Taxes

particulars 31 March 2016 31 March 2015deferred Tax AssetsProvision for bonus 12 19 Provision for employee benefits 66 64 Provision for doubtful debts & advances 12 3 Future tax deductible expenses 38 - Others 31 41 deferred tax liabilitiesDepreciation on fixed assets (30) (35)Total 129 92 Deferred tax assets, after set off 147 120 Deferred tax liabilities, after set off (18) (28)Total 129 92

37 capital & other commitments

a. Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) ` 29 Million (31 March 2015 ` 134 Million )

b. Intangible Assets:

Estimated amount of contracts remaining to be executed on capital account to the extent not provided for (net of advances) ` Nil (previous year ended 31 March 2015 ` 8 Million)



38 related party transactions: (Currency: Indian ` in Millions)

A. related parties and their relationships:

a) Subsidiary Companies: The related parties wherein control exists are subsidiaries as referred to in note 2 to the consolidated financial statements

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

2. Godrej Infotech Ltd

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

2. Mr. Shashank Patkar, CFO

3. Ms. Sunipa Ghosh, Company Secretary

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

2. BMR & Associates LLP

B. transactions with related parties for the year ended 31 March 2016

sr No.

nature of transaction Associates Key Management Personnel

directors having substantial Interest

a) Sales – Software Services 7 - - (3) - -

b) Reimbursement of Expenses paid 1 - - (-) - -

c) Compensation expense for Services 2 - - (1) (-) -

d) Professional Fees - - 2- - -

e) Managerial Remuneration - 49 - - (29) -

f) Purchase of Fixed Assets - - - (17) - -

g) Dividends Paid 111 23 - (40) (8) -

h Deposits Refund Received - - - (17) - -

balances as on balance sheet date

a) Trade Receivables including Unbilled 1 - - (4) - -

b) Deposits ** - - -- - -

*Figures in brackets represent amounts for the year ended 31 March 2015 ** value is less than one million `


Geometric Limited


C. details of material related party transactions which are more than 10% of the total transactions of the same nature:

nature of transaction 31 March 2016 31 March 2015 a) Sales - Software services

Godrej and Boyce Mfg Co Ltd 7 3

b) Reimbursement of Expenses paid Godrej and Boyce Mfg Co Ltd

1 -

c) Compensation expense for Services:Godrej And Boyce Mfg Co Ltd 2 1

d) Professional feesBMR & Associates LLP 1 -

e) Managerial Remuneration:Mr. Manu Parpia 30 20 Mr. Neeraj Dutt - 5 Mr. Shashank Patkar 17 -

f) Purchase of Fixed Assets:Godrej And Boyce Mfg Co Ltd - 17

g) Dividends Paid:Godrej & Boyce Mfg. Co. Ltd. 67 24 Godrej Investment Pvt Ltd 44 16 Mr. Manu Parpia 23 8

h) Deposits Refund Received:Godrej & Boyce Mfg. Co. Ltd. - 17

balances as on balance sheet date

a) Trade receivables including unbilled:Godrej and Boyce Mfg Co Ltd 1 4

b) Deposits:Godrej and Boyce Mfg Co Ltd * - -


d. Additional information, as required under schedule III to the Companies Act, 2013, of enterprises consolidated as subsidiary / Associates / Joint Ventures.

sr. No.

name of the entity Net Assets i.e. total assets minus total liabilities

share in profit or loss

As % of consolidated

net Assets

Amount As a % of consolidated profit or loss

Amount

ParentGeometric Limited 98.57 4,673 92.69 977 subsidiariesindian-

1 3D PLM Software Solutions Limited 35.69 1,692 53.61 565 2 3D PLM Global Services Private Limited 2.74 130 3.32 35

38 related party transactions (contd.) (Currency: Indian ` in Millions)



sr. No.

name of the entity Net Assets i.e. total assets minus total liabilities

share in profit or loss

As % of consolidated

net Assets

Amount As a % of consolidated profit or loss

Amount

foreign -1 Geometric Europe GmbH (2.21) (105) (1.80) (19)2 Geometric GmbH (1.98) (94) (4.36) (46)3 Geometric SAS (1.77) (84) 2.28 24 4 Geometric S.R.L. 0.93 44 1.80 19 5 Geometric Americas, Inc. 10.57 501 9.11 96 6 Geometric Asia Pacific Pte. Limited 2.81 133 - - 7 Geometric China Inc. 1.33 63 0.28 3 8 Geometric Japan K.K - - 0.09 1

Consolidation Adjustment (31.39) (1,488) (33.11) (349)

indian1 3D PLM Software Solutions Limited

(Minority interest) (15.27) (724) (23.91) (252)

Total 100 4,741 100 1,054

39 Contingent liabilities

Particulars 31 March 2016 31 March 2015Performance and financial guarantees given by the banks on behalf of the Company 9 7 Guarantees given by the Parent Company on behalf of Subsidiaries (refer note a) 575 538 Disputed demands for excise duty, customs duty, sales tax, income tax and other matters (Refer note b)

1,768 1,773

Note a:

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

Note b:

i. The Company filed a civil suit against an employee in India in 2008 claiming damages of ` 578 million for data theft of intellectual property. Against this, the employee has filed counter claim of ` 5 million in 2009 towards wrongful removal and mental agony. The company has been advised by its legal counsel that it is possible, but not probable, the action will succeed and accordingly no provision for liability has been recognized in the financial statements

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

iii. The Company has filed appeals with the Sales Tax authorities for ` 25 million (31 March 2015 ` 20 million) for years 2002-03 to 2011-12 with regard to dispute on sales tax to be levied on software sales. The management in consultation with its consultant and basis necessary evaluation is of the view that these demands are not tenable and hence no provision is required.

38 related party transactions (contd.) (Currency: Indian ` in Millions)


d. Additional information, as required under schedule III to the Companies Act, 2013, of enterprises consolidated as subsidiary / Associates / Joint Ventures (contd.)

Geometric Limited


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

v. The Company has not provided for disputed Indian income tax liabilities aggregating to Rs 524 million (31 March 2015 ` 561 million) for the assessment year 2007-08 to 2011-12. The Company has filed appeal with the Income Tax Appellate Tribunal (“ITAT”) for tax matters related to these years. Management, in consultation with the Company’s tax consultants, believes that the Company appeal will be decided in its favour and, therefore, no accrual for a liability is considered necessary.

vi. The Company has disputed outstanding dues for the year 1997-98, 1998-99, 1999-2000, 2012-13 and 2013-14 with the Office of Assistant Commissioner of Customs and Excise in respect of wrongful availment of duty exemption, service tax on import of services and penalties and interest thereon. The total demand outstanding for various years amounts to ` 53 million (31 March 2015 ` 26 million). Management, in consultation with its consultant and basis its evaluation is of the view that the Company has a favorable position and no provision is required.

40 Indian Accounting standard

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

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

• Fair valuation of certain financial instruments

• Employee costs pertaining to defined benefit obligations

• Accounting for out of pocket expenses received from customers

• Accounting for share based payments

• Consolidation of a joint venture, where Geometric Limited holds shares 58% of the shareholding

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

42 (a) Figures for the previous year have been regrouped / restated wherever necessary to conform to current year’s classification.

(b) Other information required by Schedule III to the Companies Act, 2013, has been given only to the extent applicable.

39 Contingent liabilities (contd.) (Currency: Indian ` in Millions)







GEOMETRIC LIMITED

Standalone Financial Statementsfor the year ended March 31, 2016

Regd. Office:

Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai - 400 079, India

Geometric Limited


To the Members of Geometric Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Geometric Limited (“the Company”), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss, the cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this Report are in agreement with the books of account;

Independent Auditors’ Report


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

(e) on the basis of the written representations received from the directors as on 31 March 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(g) with respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 45 to the financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 43 to the financial statements; and

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

For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/ W-100022

Rajesh Mehra Mumbai, Partner 6 May 2016 Membership No: 103145

Independent Auditors’ Report (Contd.)

Geometric Limited


Independent Auditors’ Report (Contd.)Annexure-A to the Independent AudItor’s report

As regards the Annexure referred to in the Independent Auditors’ report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified once in two years. In accordance with this programme, fixed assets were verified during the previous year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets;

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The Company is a service company, primarily rendering software and engineering services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.

(iii) The Company has granted unsecured loans to two body corporates covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company;

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated;

(c) There are no overdue amounts in respect of the loan granted to bodies corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales-tax, value added tax, service tax, duty of customs, cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of duty of excise during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, sales tax, value added tax, service tax, duty of customs, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.


(b) According to information and explanations given to us, the following dues of income tax, sales tax, duty of excise, duty of customs, service tax and sales tax have not been deposited by the Company on account of disputes:

Name of the Statute nature of the dues Amount (` in millions)

Period to which the amount relates

Forum where dispute is pending

Income Tax Act, 1961 Income Tax 462 A.Y. 2007-08 to 2011-12

Income Tax Appellate Tribunal

Income Tax Act, 1961 Tax Deducted at Source

10 A.Y. 2006-07 and 2013-14

NA

Service Tax

(Finance

Act, 1994) Service tax 3 F.Y. 2007-08 to 2011-12

Commissioner of Central excise

Service Tax

(Finance

Act, 1994) Service tax 27 February and March 2008 and F.Y. 2010-11 to 2013-14

Commissioner of Service Tax

Central Excise and Customs Act, 1962

Services tax 4 F.Y. 1997-98 and 1998-99

Office of Asstt. Commissioner of Customs


Duty of Customs 15 F.Y. 1999-00 Office of Asstt. Commissioner of Customs


Duty of Customs 3 F.Y. 1998-99 Add. Commissioner of Central Excise


Duty of Excise 1 F.Y. 1999-00 to 2000-01

Joint Commissioner of Central Excise


Duty of Excise 0.3 F.Y. 1998-99 and 2001-02

Commission of Central Excise (Appeals)

Bombay Sales Tax Act, 1959 and Central Sales Tax Act, 1956

Sales tax 13 F.Y. 2002-03, 2004-05, 2009-10 and 2011-12

Joint Commissioner, Appeals

Provident Fund Provident fund 30* 1 April 1996 to 28 November 2013

Assistant PF Commissioner

*net of amounts paid

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

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

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

Annexure-A to the Independent AudItor’s report (Contd.)


Geometric Limited


(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

For B S R & Co. LLP Chartered Accountants Firm’s Registration No: 101248W/ W-100022

Rajesh MehraMumbai Partner6 May 2016 Membership No: 103145



Annexure - B to the Independent AudItors’ report

report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Geometric Limited (“the Company”) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial reporting

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


Geometric Limited


Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For B S R & Co. LLP Chartered Accountants Firm’s Registration No: 101248W/ W-100022

Rajesh MehraMumbai Partner6 May 2016 Membership No: 103145



Balance Sheet as at 31 March 2016

(Currency: Indian ` in Millions)Note 31 March 2016 31 March 2015

eQuItY And LIABILItIesShareholders' fundsShare capital 3 130 129 Reserves and surplus 4 4,543 3,675

4,673 3,804 share application money pending allotment 5 - 1 non-current liabilitiesLong term provisions 6 22 43

22 43 Current liabilitiesShort-term borrowings 7 198 187 Trade payables 8 261 172 Other current liabilities 9 404 427 Short-term provisions 10 58 265

921 1,051 5,616 4,899

ASSETS

Non-current assetsFixed assetsTangible assets 11 (a) 404 420 Intangible assets 11 (b) 64 93 Capital work-in-progress* - -

468 513

Non-current investments 12 810 810 Deferred tax assets 13 56 57 Long-term loans and advances 14 722 913 Other non-current assets 15 2 5

2,058 2,298 Current assetsCurrent investments 16 1,133 590 Trade receivables 17 1,627 1,395 Cash and bank balances 18 67 37 Short-term loans and advances 19 216 218 Other current assets 20 515 361

3,558 2,601 5,616 4,899

Significant accounting policies 2* value is less than one million `

The notes referred to above form an integral part of the financial statements

As per our report of even date attached.For B S R & Co. LLP For and on behalf of the Board of directors ofChartered Accountants Geometric LimitedFirm's Registration No: 101248W/W-100022 CIN: L72200MH1994PLC077342

Rajesh Mehra Jamshyd Godrej Manu Parpia Milind SarwatePartner Chairman Managing Director and CEO DirectorMembership No: 103145 DIN: 00076250 DIN: 00118333 DIN: 00109854

Shashank Patkar Sunipa GhoshChief Financial Officer Company Secretary


Geometric Limited






statement of profit and Loss for the year ended 31 March 2016


Note 31 March 2016 31 March 2015

REVENUE



Total revenue 4,767 4,168

EXPENSES

Employee benefit expenses 22 2,173 2,138

Finance costs 23 14 8

Depreciation and amortisation 24 86 120

Other expenses 25 1,246 1,028

Total expenses 3,519 3,294

Profit before tax 1,248 874

Tax expense

Current tax 270 163

Deferred tax 1 (33)

profit for the period 977 744

Earnings per equity share 26

(Nominal value per share ` 2 (previous periods ` 2))

Basic 15.09 11.62

Diluted 14.85 11.40

Weighted average number of equity shares (Basic) 64,715,531 63,988,138

Weighted average number of equity shares (Diluted) 65,798,032 65,261,064

Significant accounting policies 2The notes referred to above form an integral part of the financial statements.


Cash Flow Statement for the year ended 31 March 2016


31 March 2016 31 March 2015

A) Cash Flow From operating Activities:

Net profit before tax 1,248 874

Adjustment for:


Interest expense 3 3

Provision/(write back) for doubtful debts and advances (net) 6 (4)


Bad debts written off - 2

(Profit) / loss on assets sold/written off (net) (2) 2

(Profit) / loss on sale of investments (net) (1) -

Interest income (28) (41)

Dividend from subsidiary company (357) (270)

Dividend on current investments (41) (21)

Unrealised (gain)/ loss (11) 1

(338) (208)

Operating profit before working capital changes 910 666

Working capital changes:

Increase in trade receivables (199) (376)

Decrease in long-term loans and advances 25 27

(Increase)/ decrease in short-term loans and advances (51) 113

Increase in other current assets (129) (13)

Increase/ (decrease) in trade payables 86 (65)

Decrease in long-term provision (21) -

Increase in short-term provisions 5 44

Decrease other current liabilities (34) (85)

Working capital changes (318) (355)

Cash generated from operations 592 311

Income taxes paid (370) (197)

net cash generated from operating activities 222 114

B) Cash Flow from Investing Activities:

Purchase of fixed assets (37) (241)

Proceeds from sale of fixed assets 2 1

Investment in mutual funds (4,476) (2,411)

Proceeds from redemption of mutual funds 3,975 2,084

Loan repaid by subsidiary companies 282 72

Investment in bank deposits (2) (3)

Dividend received 357 270

Interest received 6 45

net cash from/(used in) investing activities 107 (183)

Geometric Limited



31 March 2016 31 March 2015

C) Cash Flow from Financing Activities:

Proceeds from issue of share capital 44 51

Borrowings from bank, net 12 121

Interest paid on borrowings (3) (3)

Dividend and dividend distribution tax paid (356) (127)

Net cash generated from / (used) in financing activities (303) 42

Net increase/(decrease) in cash and cash equivalents (A+B+C) 26 (27)

Cash and cash equivalents

At the beginning of the year


At the end of the year


Components of cash and cash equivalents

Bank balances current accounts 56 30

Cash and cash equivalents considered for cash flow 56 30

Other bank balances 11 7


Cash Flow Statement for the year ended 31 March 2016 (Contd.)






notes to the financial statements for the year ended 31 March 2016

1 Background

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

2 significant accounting policies

a. Basis of preparation:

These financial statements (“financial statements”) have been prepared in accordance with the generally accepted accounting principles in India. The Company has prepared these financial statements under the historical cost convention on an accrual basis to comply in all material respects with the Accounting Standards specified under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act to the extent applicable.

In the opinion of the management, all the adjustments which are necessary for a fair presentation have been included. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out under the Act.

b. use of estimates:

The preparation of the financial statements in accordance with generally accepted accounting principles (GAAP) in India requires that management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities as of the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Management believes that the estimates used in the preparation of financial statements are prudent and reasonable. Examples of such estimates include provisions for doubtful receivables, employee benefits, provision for income taxes, accounting for contract costs expected to be incurred, the useful lives of depreciable fixed assets and provision for impairment. Actual results could differ from these estimates and the difference between the actual result and the estimates are recognised in the period in which the results are known / materialise.

c. tangible assets and depreciation:

Fixed assets are stated at cost less accumulated depreciation. Cost includes all expenses related to acquisition and installation of the concerned assets and any attributable cost of bringing the asset to the condition of its intended use. Borrowing costs attributable to the acquisition or construction of a qualifying assets is also capitalised as part of the cost of the asset. Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred. Gains or losses arising from disposal of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is disposed off.

Depreciation is provided under the straight line method, based on useful lives of assets as estimated by the Management or the useful lives of the assets as prescribed in Schedule II to the Act, whichever is lower. Depreciation is charged on a monthly pro-rata basis for assets purchased or sold during the year.

Asset Useful life In yearsBuildings 28Computer and accessories 3Electrical installation 8Office equipment and EPABX system

5

Furniture and fixtures 10

Leasehold land and leasehold improvements are amortised over the lease period.

d. Research and development expenditure:

Expenditure on in-house development of software is charged to the statement of profit and loss in the year in which it is incurred.

e. Intangible assets and amortization:

Software purchased is capitalized as intangible assets and are amortized over its useful life, which is normally three years, If the usage of software is discontinued, its unamortized cost is also charged to the statement of profit and loss.

The cost of software purchased for specific software development contracts is charged over the period of such contracts, or three years, whichever is less.

Geometric Limited


Software purchased costing less than `5,000 are charged to statement of profit and loss account in the month of purchase.

f. Impairment:

The Management periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired. An impairment loss is recognized wherever the carrying value of an asset exceeds its recoverable amount. The recoverable amount is higher of the asset’s net selling price or value in use, which means the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. An impairment loss for an asset is reversed if, and only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

g. revenue recognition:

Services:

The Company recognizes revenue from time and material contracts as services are performed. Revenue from annual maintenance and support engagements is recognized proportionately as services are rendered, which generally results in straight-line revenue recognition as services are performed continuously over the term of the arrangement.

Revenue on fixed price development projects is measured using the percentage of completion method of accounting. Performance is generally measured based upon the efforts incurred to date in relation to the total estimated efforts to the completion of the contract. The Company monitors estimates of total contract revenues and costs on a routine basis throughout the delivery period. The cumulative impact of any change in estimates of the contract revenues or costs is reflected in the period in which the changes become known. In the event that a loss is anticipated on a particular contract, provision is made for the estimated loss.

The Company grants volume discount to certain customers, which are computed based on a pre-determined percentage of the total revenues from those customers during a specified period, as per the terms of the contract. These discounts are earned only after the customer has provided a specified cumulative level of revenues in the specified period. The Company reports revenues net of discounts offered to customers.

Billing in advance of services performed are recorded as “Advance billing to customers and deferred revenue“. Unbilled revenue, represents amounts recognized based on services performed in advance of billing in accordance with contract terms.

Products:


Others:

Interest income is recognized on time proportion basis. Dividend income is recognized when the right to receive the dividend is established by the reporting date. Profit on sale of investments is recorded on transfer of title from the Company and is determined as the difference between the sale price and carrying value of the investment.

h. Foreign exchange transactions:

Foreign-currency denominated monetary assets and liabilities are translated at exchange rates in effect at the Balance Sheet date. The gains or losses resulting from such translations are included in the Statement of profit and loss. On-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.

Revenue, expense and cash-flow items denominated in foreign currencies are translated using the exchange rate in effect on the date of the transaction. Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled.

i. derivative instruments and hedge accounting:

The Company uses foreign exchange forward contracts to hedge its risk associated with foreign exchange fluctuations relating to certain firm commitments and highly probable forecast transactions. The Company designates these hedge instruments as cash flow hedges.

notes to the financial statements for the year ended 31 March 2016 (Contd.)


The use of hedging instruments is governed by the Company’s policies approved by the Board of Directors, which provides written principles on the use of such forward contracts consistent with the Company’s risk management strategy.

Forward exchange contracts obtained to hedge firm commitments or highly probable forecast revenues are recorded using the principles of hedge accounting as recommended under Accounting Standard 30 (“AS 30”) – “ Financial Instruments: Recognition and Measurement” issued by the Institute of Chartered Accountants of India. Such forward exchange contracts which qualify for cash flow hedge accounting and where the conditions of AS 30 have been met are initially measured at fair value and are re-measured at subsequent reporting dates. Changes in the fair value of these derivatives that are designated and effective as hedges of the future cash flows are recognized directly under shareholder’s funds in the cash flow hedging reserve and the ineffective portion is recognized immediately in the statement of profit and loss.

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognized in the statement of profit and loss as they arise.

Hedge accounting is discontinued when the hedging instrument expires or is sold or terminated or exercised or no longer qualifies for hedge accounting. Cumulative gain or loss on the hedging instrument recognised in shareholders’ funds is transferred to statement of profit and loss when the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in shareholders’ funds is transferred to the statement of profit and loss.

j. employee benefits:

short-term employee benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, performance incentives etc., are recognized as an expense at the undiscounted amount in the statement of profit and loss for the period in which the employee renders the related service.

post employment benefits:

defined contribution plan:

Provident Fund:

A defined contribution plan is a post employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Company makes specified monthly contributions towards employee provident fund to government administered provident fund scheme which is a defined contribution plan. The Company’s contribution is recognised as an expense in the statement of profit and loss during the period in which the employee renders the related service.

superannuation:

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

defined benefit plan:

The Company’s gratuity benefit scheme is a defined benefit plan. The gratuity scheme is funded. The Company’s net obligation in respect of a defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The calculation of the Company’s obligation under the plan is performed quarterly by a qualified actuary using the projected unit credit method. The Company has maintained a gratuity cum life assurance scheme through a master policy with the Life Insurance Corporation of India towards which annual premiums as determined by actuarial valuation are paid and recognised as an expense in the statement of profit and loss.

The Company recognises all actuarial gains and losses arising from defined benefit plans immediately in the statement of profit and loss under “employee benefits expense”. When the benefits of a plan are improved, the portion of the increased benefit related to past service by employees is recognised in statement of profit and loss on a straight-line basis over the average period until the benefits become vested. The Company recognises gains and losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs.

Compensated absences:

The employee can carry-forward a portion of the unutilised accrued compensated absences and utilise it in future service periods or receive cash on termination of employment. Compensated absences are expected to occur within twelve months after the end of the period and are classified as a short term employee benefit. The Company records an obligation for such compensated


Geometric Limited


absences in the period in which the employee renders the services. The Company accrues for liability in respect of compensated absences for the entire available leave balance standing to the credit of the employees at period end. The leave balance eligible for carry-forward is valued at gross compensation cost and the leave balance subject to encashment are accrued at basic pay.

k. Taxes on income :

Tax expense comprise of current and deferred tax. Current income tax comprises taxes on income from operations in India and in foreign jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expense relating to foreign operations is determined in accordance with tax laws applicable in jurisdictions where such operations are domiciled.

Minimum Alternative Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognises MAT credit available as an asset only to the extent there is convincing evidence that the Company will pay normal income tax within the specified period. Accordingly, MAT is recognised as an asset in the balance sheet when it is probable that the future economic benefit associated with it will flow to the Company and the asset can be measured reliably.

Deferred tax is recognised 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 and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognised only to the extent that there is virtual certainty that sufficient future taxable income will be available to realise such assets. In other situations, deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realise these assets.

Advance taxes and provisions for income taxes are presented in the balance sheet after off-setting advance taxes paid and income tax provisions arising in the same tax jurisdiction for each year and where the Company is able to and intends to settle the asset and liability on a net basis. The Company offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxation laws.

l. Leases:

Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognized as operating leases. Lease rentals under operating leases are recognized in the statement of profit and loss on straight line basis.

m. Investments:

Trade investments are the investments made to enhance the Company’s business interest. Investments are either classified as current or long-term based on Management’s intention. Current investments are carried at the lower of cost and fair value of each investment individually. Cost for overseas investments comprises the Indian rupee value of the consideration paid for the investment translated at the exchange rate prevalent at the date of investment. Long term investments are carried at cost less provisions recorded to recognise any decline, other than temporary, in the carrying value of each investment.

n. Cash and cash equivalents:

Cash and cash equivalents comprise cash in hand, balance with banks and term deposits with banks with original maturity up to three months. Other bank balances comprises of term deposit with banks having maturity of more than 3 months but less than 12 months from the balance sheet date. Bank deposits due to mature after 12 months from the reporting date are classified under other non-current assets.

o. Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in right issue, share split



and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.


p. employee stock option schemes:

Equity settled stock options granted to employees are in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the guidance note on Employees Share Based Payments issued by the Institute of Chartered Accountants of India. The options are generally issued at market price calculated under the said guidelines. The intrinsic value, being the difference, if any, between market price and exercise price is treated as personnel expenses and charged to the statement of profit and loss. The value of the options is treated as a part of employee compensation in the financial statements and is amortised over the vesting period.

q. Warranty obligations:

In respect of products sold and services rendered by the Company, which carry a specified warranty, future costs that will be incurred by the Company in carrying out its obligations are estimated and accounted for on accrual basis.

r. segment reporting:

As per AS-17 Segment Reporting, if a single financial report contains both consolidated financial statements and the separate financial statement of the parent, segment information need be presented only on the basis of the consolidated financial statements. Accordingly information

required to be presented under AS-17 Segment Reporting has been given in the consolidated financial statements.

s. Cash flow statement:

Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

t. provision and contingent liabilities:

The Company creates a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made for the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent assets are not recognised in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognised in the period in which the change occurs.

Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.


Geometric Limited



31 March 2016 31 March 2015

3 Share capital

Authorised shares:

80,000,000 Equity shares (31 March 2015 80,000,000 equity shares) of ` 2 each. 160 160

Issued, subscribed and paid up shares:

65,030,414 Equity shares (31 March 2015 64,427,967 equity shares) of ` 2 each fully paid up. 130 129

Notes:a) reconciliation of shares:

At the beginning of the year (in numbers) 64,427,967 63,476,736 Add:Issued during the year-ESOPs (in numbers) 602,447 951,231 Outstanding at the end of the year (in numbers) 65,030,414 64,427,967 At the beginning of year (in `) 129 127Add: Issued during the year-ESOPs (in `) 1 2Outstanding at the end of the year (in `) 130 129

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

c) details of shareholders holding 5% or more shares in the Company:Details of shareholders holding 5% or more shares in the Company:Godrej and Boyce Manufacturing Company LimitedNumber of shares held 12,175,000 12,175,000 Percentage of holding 18.72 18.90 Godrej Investments Private LimitedNumber of shares held 7,979,008 7,879,008 Percentage holding 12.27 12.23 Manu M ParpiaNumber of shares held 4,091,425 4,257,925 Percentage holding 6.29 6.61 Rakesh Radheshyam JhunjhunwalaNumber of shares held 8,261,250 8,211,250 Percentage holding 12.70 12.74

d) shares reserved for issue under options:Refer note no. 30 for details of shares reserved for issue under the Employee Stock Option Schemes.

e) For the period of five years immediately preceding the date as at 31 March 2016:Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash: NilAggregate number and class of shares allotted as fully paid up by way of bonus shares: NilAggregate number and class of shares bought back: Nil

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

g) Calls unpaid: Nil

notes to the financial statements as at 31 March 2016 (Contd.)



31 March 2016 31 March 20154 Reserves and surplus

securities premium accountAt the beginning of the year 99 50 Add: Premium on shares allotted-ESOPs 42 49

141 99 General reserveAt the beginning of the year 286 211 Add: Transfer from statement of profit and loss - 75

286 286 hedging reserveAt the beginning of the year 53 (23)Add: Gain / (loss) on cash flow hedging derivatives, net (39) 76

14 53 (Reserve created to account for changes in the fair value of derivative instruments that are designated and effective as hedges for future cash flows)

Foreign currency translation reserve (refer note no. 28 (b))At the beginning of the year (64) - Add: Amount recognised during the year 50 (64)

(14) (64)Investment re-organisation reserveAt the beginning of the year 756 756 Reserve created pursuant to scheme of arrangement to undertake a financial re-organisation in accordance with section 391 to 393 read with section 78 and section 100 to 103 of the Companies Act, 1956. The said reserve was created by appropriations from securities premium account, general reserve, and surplus in statement of profit and loss to be utilised for providing for diminution in the value of investments, impairment in value of goodwill and offsetting realisation loss on sale of investments, if any. The balance in the investment re-organisation reserve represents the unutilised amount as at the reporting date.

surplus in the statement of profit and lossAs per last financial statements 2,545 2,051 Add : Net profit for the year 977 744 Add: Reversal of provision for dividend distribution tax of previous year* 33 21 Less: Depreciation on assets whose remaining useful life is Nil, recognised in retained earning - (1)Less: AppropriationsInterim dividend (195) - Dividend for previous year^ - (1)Proposed dividend on equity shares - (161)Dividend distribution tax** - (33)Transfer to general reserve - (75)

3,360 2,545 4,543 3,675

* Dividend distribution tax of the previous year has been reversed consequent to the dividend distribution tax paid by the subsidiary company under section 115-O of the Income Tax Act, 1961. ^ Dividend for the previous year represents dividend paid on equity shares issued under ESOP after Balance sheet date but before the record date for dividend (value is less than one million `).** Dividend distribution tax on interim dividend of ` 40 million, declared during the year has not been appropriated consequent to the dividend distribution tax paid by the subsidiary company of ` 40 million under section 115-O of the Income Tax Act, 1961.


Geometric Limited


(Currency: Indian ` in Millions)5 share Application Money pending Allotment as at 31 March 2016 - nIL share application money pending allotment as at 31 March 2015

Amount received Exercise price Number of shares Received towards share capital

Received towards securities premium

ESOP-2011 Employees* - 45.70 2,500 - -

ESOP-2013 Employees* 1 76.10 7,100 - 1

1 9,600 - 1


Share application money pending allotment represents monies received against shares to be issued under the employee stock option plan formulated by the Company as at the year end. The Company has sufficient authorized equity share capital to cover the share capital amount arising from allotment of shares pending allotment as at 31 March 2015 and there are no interest accrued and due on amount due for refund as at 31 March 2015.

31 March 2016 31 March 2015

6 Long-term provisions

provision for employee benefits

- Gratuity 22 43

22 43

7 Short-Term Borrowings

Short-term loan from banks, secured 198 187

198 187

Short-term loan from bank amounting to USD 3 million is a 180 days tenure Packing Credit Foreign Currency (PCFC) loan (31 March 2015 USD 3 million) and is secured by hypothecation of book debts. The interest rate on PCFC loan is LIBOR + spread 1% p.a. and is within range of 1.435% to 1.4385%. The PCFC loan is repayable between 27 April 2016 to 27 September 2016.

8 Trade Payables

Trade payables 261 172

261 172

Refer note no. 37 for dues to subsidiaries and note no. 40 for dues to micro and small suppliers



31 March 2016 31 March 2015

9 other Current Liabilities

Advance billing to customers and deferred revenue 5 25

Advances from customers 8 7

Accrued expenses 223 246

Accrued payroll 118 76

Statutory liabilities 44 66

Other liabilities - 3

Unclaimed dividends* 6 4

404 427

* The amount of unclaimed dividend reflects the position as at 31 March 2016. During the year, the Company has transferred ` 0.35 millions (31 March 2015 ` 0.26 millions ) to the Investor Education and Protection Fund in accordance with the provisions of section 125 of the Act.

10 Short-Term Provisions


- Compensated absences 46 41

Provision for taxation (net of advance tax) 12 30

Others

- Proposed dividend - 161

- Tax on dividend - 33

58 265



Geometric Limited


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36

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Add

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82

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398

Dis

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8

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5 1

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82

36

47

101

6

8 9

1 -

635

Bala

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as

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15 1

0 2

82

36

47

101

6

8 9

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635

Add

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- 1

9 1

-

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3

- -

25

dis

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year

- -

- -

10

1

1

- 1

2

Bala

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16 1

0 3

01

37

47

93

70

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- 6

48

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dep

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Bala

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-

17

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38

22

64

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95

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- 6

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Bala

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1

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2 4

1 4

5 3

3 6

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215

Bala

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1

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2 4

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5 3

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215

dep

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-

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7 4

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5 8

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14

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35

29

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20

As

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6 8

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80

10

3

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28

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- 4

04




11 (b) Intangible Assets

Computer software

Gross block

Balances as at 1 April 2014 534

Addition during the year 64

Disposal/Sales during the year 56

Balances as at 31 March 2015 542


Addition during the year 15

disposal/sales during the year -


Accumulated amortization


Amortization for the year 82

Accumulated amortization on disposal 56



Amortization for the year 44

Accumulated amortization on disposal -


Net block

As at 31 March 2015 93

As at 31 March 2016 64


Geometric Limited



31 March 2016 31 March 201512 Non-Current Investments

Trade investments (valued at cost unless otherwise stated)Investment in subsidiaries- unquoted equity instruments-fully paid900,200 (31 March 2015 900,200) equity shares of 3DPLM Software Solutions Limited, (face value ` 10 each)

9 9

100,000 (31 March 2015 100,000) ordinary shares of Geometric Asia Pacific Pte. Ltd., Singapore (face value SGD 1 each)

3 3

Euro 2.55 million (31 March 2015 - Euro 2.55 million) invested in Geometric Europe GmbH, Germany (Company does not have share capital)

185 185

1,432 (31 March 2015 - 1,432) Non-assessable shares of the capital stock of Geometric Americas, Inc.,U.S.A (face value USD 1 each)

613 613

810 810 1,410,176 (31 March 2015 - 1,410,176) No par value shares of series E senior preferred stock, fully paid and non-assessable in Powerway Inc.*

31 31

Less: Provision for other than temporary diminution in value of investments (31) (31)* Powerway Inc. had filed for bankruptcy under chapter 11 in the United States and the company has been administratively dissolved on 19 October 2010. The investment has not been written off pending approval from Reserve Bank of India.

810 810 Aggregate amount of unquoted investments- Non Current investments 841 841 Aggregate amount of provision made for non-current unquoted investments (31) (31)Aggregate amount of unquoted investments- Current investments (Refer note no. 16) 1,133 590

13 deferred tax AssetsDepreciation on fixed assets 3 11 Provision for bonus 13 19 Provision for employee benefits 13 12 Provision for doubtful debts and advances 2 1 Rent escalation 2 -Future tax deductible expenses 20 14 Others 3 -

56 57 14 Long-Term Loans and Advances

(Unsecured and considered good, unless otherwise stated)to parties other than related partiesCapital advances 2 5 Security deposits 40 65 Loan to subsidiary companies (Refer note no. 28)- Geometric Americas Inc. - 281 - Geometric Europe GmbH 498 448

498 729 Other loans and advancesAdvance income tax (net of provision for income tax) 175 109 Advances recoverable in cash or kindConsidered good 2 1 Doubtful 14 14

16 15 Less:-Provision for doubtful advances (14) (14)

2 1 Prepaid expenses* - 1 Mark to market gain receivable on derivative contracts 5 3 To related parties- Security deposits given to Godrej and Boyce Manufacturing Company Limited* - -

722 913




31 March 2016 31 March 2015

15 Other Non-Current AssetsLong-term deposits with banks having maturity period more than 12 months from reporting date, under lien with bank against bank guarantees issued

2 5

Other long-term deposits with banks having maturity period more than 12 months from reporting date*

- -


31 March 2016 31 March 2015Number of Units Amount Number of Units Amount

16 Current InvestmentsInvestment in mutual funds (at lower of cost and fair value, unquoted, non-trade, fully paid)

1 Religare Ultra Short Term Fund (Face value ` 1,000) - - 25,804 26 2 Reliance Liquid Fund Cash Plan Daily Dividend

Reinvestment (Face value ` 1,000)26,379 30 87,667 98

3 Reliance Quarterly Interval Fund (Face value ` 10) - - 1,321,185 25 4 ICICI Prudential Banking and PSU Debt Fund Regular

Daily Dividend Reinvestment (Face value ` 10)- - 3,992,946 40

5 Principal Debt Opportunities Fund Conservative Plan Daily Dividend Reinvestment (Face value ` 1,000)

- - 10,534 11

6 Birla Sun Life Cash Manager Regular Daily Dividend Reinvestment (Face value ` 100)

- - 820,180 82

7 Tauras Short Term Dividend Income Fund (Face value ` 1,000)

- - 13,109 20

8 Franklin India Low Duration Fund Daily Dividend Reinvestment (Face value ` 10)

- - 3,986,581 42

9 Tata Short Term Dividend Bond Fund (Face value ` 10) 2,886,632 40 2,791,908 38 10 IDFC Money Manager Daily Dividend Reinvestment

(Face value ` 10)9,756,524 98 2,505,481 25

11 UTI Short Term Income fund-IP -Monthly Dividend Reinvestment (Face value ` 10)

- - 960,479 10

12 HDFC Fixed Maturity Plan (Face value ` 10) - - 2,000,000 20 13 IDBI Liquid Fund - Daily Dividend Reinvestment (Face

value ` 1,000)19,982 20 25,016 25

14 Baroda Pioneer Liquid Fund - Daily Dividend Reinvestment (Face value ` 1,000)

- - 27,607 28

15 HDFC Liquid Fund - Daily Dividend Reinvestment (Face value ` 10)

- - 9,808,729 100

16 Baroda Pioneer Treasury Advantage Fund - Daily Dividend Reinvestment(Face value ` 1,000)

95,961 97 - -

17 Religare Invesco Short term plan Direct –MDP (Face value ` 1,000)

14,936 28 - -

18 Principal Debt Opportunities Fund Corporate Bond Plan (Face value ` 1,000)

33,388 42 - -

19 Kotak Low Duration Fund Direct Weekly Dividend (Face value ` 1,000)

89,828 98 - -

20 Reliance Banking & PSU Debit Fund - Direct Weekly Dividend Plan (Face value ` 10)

3,134,155 31 - -

21 BNP Paribas Overnight Fund Daily Dividend-Compulsory Reinvestment (Face value ` 1,000)

75,567 76 - -


Geometric Limited


31-Mar-2016 31-Mar-2015Number of Units Amount Number of Units Amount

16 Current Investments (Contd.)1 Reliance short term fund - Monthly dividend plan (Face

value `10)2,451,796 27 - -

2 HDFC Short Term Opportunities Fund - Fortnightly Dividend (Face value `10)

6,833,644 69 - -

3 DSP BlackRock Ultra Short Term Fund-Regular Plan-Daily Dividend (Face value `10)

7,762,621 78 - -

4 ICICI Prudential Savings Fund-Regular Plan-Daily Dividend (Face value `100)

896,720 90 - -

5 Religare Invesco Medium Term Bond Fund-Monthly Dividend (Face value `1,000)

20,145 20 - -

6 DHFL Pramerica Short Maturity Fund - Weekly Dividend (Face value `100)

996,012 10 - -

7 UTI-Floating Rate Fund-STP-Regular Plan-Daily Dividend Reinvestment (Face value `1,000)

14,198 15 - -

8 Birla Sun Life Treasury Optimizer Plan-Monthly Dividend (Face value `100)

233,809 24 - -

9 Reliance Medium Term Fund-Direct Plan Daily Dividend (Face value `10)

2,021,152 35 - -

10 Taurus Dynamic Income Fund-Direct Plan-Dividend (Face value `10)

1,966,492 20 - -

11 HDFC floating rate income fund short term plan wholesale option dividend reinvestment (Face value `10)

2,504,131 25 - -

12 Kotak Treasury Advantage Fund – Daily Dividend (Face value `10)

2,499,056 25 - -

13 Axis treasury advantage fund - Daily Dividend Reinvestment (Face value `1,000)

30,109 30 - -

14 Reliance money manager fund - Daily Dividend Reinvestment (Face value `1,000)

30,132 30 - -

15 SBI treasury advantage fund - Daily Dividend Reinvestment (Face value `1,000)

25,060 25 - -

16 Sundaram Ultra Short-Term Fund Regular -Daily Dividend (Face value `10)

2,006,818 20 - -

17 Reliance Fixed Horizon Fund - Dividend Plan (Face value `10)

3,000,000 30 - -

1,133 590 Aggregate amount of quoted Investments - - Aggregate amount of unquoted Investments 1,133 590 Aggregate amount of provision for diminution in value of Investments*

- -






17 Trade Receivables(Unsecured and considered good, unless otherwise stated)Outstanding for a period exceeding six months from the date they are due for paymentConsidered good 429 272 Doubtful 2 4

431 276 Provision for doubtful receivables (2) (4)

429 272 Other receivablesConsidered good 1,198 1,123 Doubtful 4 -

1,202 1,123 Provision for doubtful receivables (4) -

1,198 1,123 1,627 1,395

Trade receivable includes: a) amount due from subsidiaries 1,351 954b) amount due from companies where directors are interested 1 -

18 Cash and Bank BalancesCash and cash equivalents

Bank balances- On current account 56 30

56 30 Other bank balances- Balance with banks in deposit account with maturity more than 3 months but less than 12 months, held as lien by bank against bank guarantees

2 2

- Balance with banks in deposit account with maturity more than 3 months but less than 12 months, other

3 1

Unpaid dividend accounts 6 4 11 7 67 37

details of bank balances/depositsBank deposits with original maturity of 3 months or less included under ‘Cash and cash equivalents’

- -

Bank deposits due to mature within 12 months of the reporting date included under ‘Other bank balances’

5 3

Bank deposits due to mature after 12 months of the reporting date included under ‘Other non-current assets’ (refer note no. 15)

2 5

7 8


Geometric Limited



19 Short-Term Loans and Advances

(Unsecured and considered good, unless otherwise stated)

to parties other than related parties

Security deposits

Others 21 11

Doubtful 3 18

24 29

Provision for doubtful deposits (3) (18)

21 11

Loans and advances to employees

Considered good 13 5

Doubtful 2 1

15 6

Provision for doubtful advances (2) (1)

13 5

Balances with excise authorities


Doubtful 14 14

71 34

Provision for doubtful advances (14) (14)

57 20

Other loans and advances

Advances recoverable in cash or in kind - -


25 28

Prepaid expenses 64 57

89 85

Advances to creditors 17 24

Mark to market gain on derivative contracts 19 73

216 218

20 Other Current Assets

Interest accrued on loan to subsidiary company

- Geometric Europe GmBH 43 19

Interest accrued on deposits with bank 1 -

Unbilled revenue 443 316

Other assets 28 26

515 361




21 Other Income

Dividend from subsidiary company^ 357 270

Dividend on current investments 41 21

Commission income from subsidiary (on bank guarantees for loans to subsidiaries) 11 9

Interest on advances and deposits 1 -

Interest on loan to subsidiaries 27 41

Rent received from subsidiary* - -

Lease rent received from a related party - 2

Profit on sale of current investments (net) 1 -

Provision for doubtful debts and advances written back (net) - 4

Gain on foreign exchange transactions 95 -

Profit on sale of fixed assets (net) 2 -

Miscellaneous income 1 6

536 353

^Dividend from subsidiary company includes an interim dividend* value is less than one million `

22 employee Benefits expenses

Salaries, bonus and allowances 1,991 1,933

Contribution to provident and other funds 90 87

Gratuity expense 22 42

Staff welfare expenses 70 76

2,173 2,138

23 Finance Costs

Interest on bank loans 3 3

Bank charges 11 5

14 8

24 depreciation and Amortisation

Depreciation on tangible assets 41 39

Amortisation of intangible assets 45 81

86 120

25 Other Expenses

Software tools and packages 97 60

Sub-contracting expenses 278 247

Electricity expenses 49 50

Rates and taxes 8 4

Rent 76 94

Repairs and maintenance

Computer and accessories 15 13

Buildings* - 1


Geometric Limited



31 March 2016 31 March 2015

25 Other Expenses (contd.)

Office maintenance 46 40

Others 5 21

66 75

Insurance 5 3

Travelling and conveyance expenses 130 177

Equipment rental charges 120 101

Communication expenses 33 30

Legal and professional charges 234 52

Auditor's remuneration (refer note no. 35) 9 6

Advertising and publicity 9 9

Staff recruitment expenses 15 25

Royalty expenses 48 31

Sales and marketing expenses - 18

Expenditure incurred on Corporate Social Responsibility activities (refer note no. 42) 10 1

Commission to non-executive directors 13 9

Directors' sitting fees 2 1

Loss on assets sold/written off - 2

Loss on exchange fluctuations (net) - 4

Provision for doubtful debts and advances, (net) 6 -

Bad debts written off - 2


Miscellaneous expenses 31 27

1,246 1,028


26 Earnings Per Equity Share

a) net profit for the period 977 744

b) Number of equity shares:

As at the beginning of the year 64,427,967 63,476,736

Issued during the year 602,447 951,231

As at the end of the year 65,030,414 64,427,967

Weighted average number of equity shares during the year:

Weighted average equity shares outstanding 64,715,531 63,988,138

Dilutive impact of employee stock options 1,082,501 1,272,926

Weighted average equity shares for computing diluted EPS 65,798,032 65,261,064

c) Earning per equity share of ` 2/- each

Basic 15.09 11.62

Diluted 14.85 11.40



27 Scheme of Arrangement

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

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

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

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


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

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

28 Loan to Subsidiary Companies

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

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

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


Geometric Limited


29 employee Benefits (Currency: Indian ` in Millions)

(a) defined Contribution plans

i) Provident Fund:

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

ii) Amounts recognised in the statement of profit and Loss:

31 March 2016 31 March 2015Defined Contribution Plans: Employer’s Contribution to Provident Fund 81 77 Contribution to Superannuation Fund 9 10

90 87

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

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

(c) The status of the Company’s funded gratuity plan is as under:

particulars March 31, 2016 March 31, 2015

i) present Value of obligation

Present value of the obligation at the beginning of the year 163 124

Current Service Cost 28 34

Interest Cost 11 11

Past Service cost

Actuarial (Gain) / Loss on Obligation (1) 8

Settlement (Credit)/ Cost (6) -

Benefits Paid (29) (14)

present value of the obligation at the end of the year 166 163

ii) Fair value of Plan Assets

Fair value of Plan Assets at the beginning of the year 120 100

Expected return on Plan Assets 10 8

Actuarial Gain on Plan Assets 6 3

Contributions by the Employer 43 23

Amount Paid on Settlement (6) -

Benefits Paid (29) (14)

Fair value of Plan Assets at the end of the year 144 120

iii) Amounts Recognised in the Balance Sheet:

Present value of Obligation at the end of the year 166 163

Fair value of Plan Assets at the end of the year 144 120

net obligation at the end of the year (22) (43)



particulars March 31, 2016 March 31, 2015

iv) Amounts recognised in the statement of profit and Loss:


Interest cost on Obligation 11 11

Expected return on Plan Assets (10) (8)

Net Actuarial (Gain) / Loss recognised in the year (7) 5

net Cost Included in employee Benefits expense. 22 42

v) Actual return on Plan Assets

Expected return on Plan Assets (10) (8)

Actuarial Gain/ (Loss) on Plan Assets 6 3

(4) (5)

vi) Actuarial Assumptions i) Discount Rate 7.90% p.a 7.80% p.a ii) Expected Rate of Return on Plan Assets 8.00% p.a 8.00% p.a iii) Salary Escalation Rate 9.00% p.a 9.00% p.a iv) Employee Turnover: 1) Employees who have not completed 5 years of service 15.00 % p.a 12.50 % p.a

2) Employees who have completed 5 years of service 5% p.a 5% p.a v) Mortality Indian Assured

Lives Mortality (2006-08)

ultimate

Indian Assured Lives Mortality

(2006-08) ultimate

vi) Expected Average Remaining Working Lives of Employees (Years) 9.02 9.16The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

vii) Major Category of Plan Assets as a Percentage of total Plan Assets

Funds managed by Insurer 100% 100%

Total 100% 100%

viii) expected Contribution to the fund in next year 22 43

(d) Amounts Recognised in the current year and previous four years

experience history 31 March 2016 31 March 2015 31 March 2014 31 March 2013 31 March 2012Present Value of Obligation 166 163 124 107 82

Plan Assets 144 120 100 88 65 Surplus (Deficit) (22) (43) (24) (19) (17)Experience adjustment on plan Liabilities (loss)/gain

(1) 9 10 4 1

Experience adjustment on plan assets (loss)/gain

6 3 (4) 8 1

29 employee Benefits (Contd.) (Currency: Indian ` in Millions)


(c) The status of the Company’s funded gratuity plan is as under: (contd.)

Geometric Limited


30 employee stock options (Currency: Indian ` in Millions)

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

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

The particulars of options granted under various plans are tabulated below:

A. Scheme XI ESOP Scheme 2011 - Employees

31 March 2016 31 March 2015

Sr. No.

particulars details Weighted Average

exercise price (in `)

Weighted Average

remaining contractual

life (In Years)

Details Weighted Average exercise price (in

`)

Weighted Average

remaining contractual

life (In Years)

1 Approved 1,800,000 1,800,000

2 Vesting period 22 September 2012 to 29 April 2016

22 September 2012 to 29 April 2016

3 Exercise Period 5 Years from the date of Grant

5 Years from the date of Grant

4 Outstanding at the beginning of the year

521,064 67.90 1.89 1,127,229 58.76 2.72


- - -


44,125 57.80 111,254 61.51


194,247 60.51 494,911 48.30

8 Outstanding at end of the year

282,692 74.91 1.03 521,064 67.90 1.89

9 Range of exercise price for stock options outstanding at end of the year

` 45.70 to ` 112.95

` 45.70 to ` 112.95

10 Exercisable at end of the year

277,692 74.48 450,764 53.46



B. scheme xII esop scheme 2013 - directors

31 March 2016 31 March 2015

Sr. No.





1 Approved 300,000 300,000

2 Vesting period 21 October 2014 to 20 October 2016

21 October 2014 to 20 October 2016




250,000 76.10 3.56 250,000 76.10 4.56


- - -


- - -


- - -


250,000 76.10 2.56 250,000 76.10 3.56


76.10 - 76.10


125,000 76.10 50,000 76.10

C. Scheme XIII ESOP Scheme 2013 - Employees

31 March 2016 31 March 2015

Sr. No.





1 Approved 3,150,000 3,150,000

2 Vesting period 21 October 2014 to 26 July 2018

21 October 2014 to 26 July 2018



30 employee stock options (Contd.) (Currency: Indian ` in Millions)


Geometric Limited



C. Scheme XIII ESOP Scheme 2013 - Employees (contd.)

31 March 2016 31 March 2015

Sr. No.






2,041,680 78.20 3.58 2,588,500 78.34 4.59


418,100 115.20 135,000 152.30


360,340 84.72 517,380 98.90


408,200 77.46 164,440 76.10


1,691,240 86.05 2.99 2,041,680 78.20 3.58


` 76.10 to ` 115.20

- ` 76.10 to ` 115.20


398,990 77.20 292,560 81.23

d. The stock-based compensation cost calculated as per the intrinsic value method for the financial year ended 31 March 2016 is Rs. Nil. If the stock-based compensation cost was calculated as per the fair value method prescribed by SEBI, the total cost to be recognised on a accelerated basis over the requisite service period, which is generally the vesting period, in the financial statements for the year ended 31 March 2016 would be Rs. 32 million. The effect of adopting the fair value method on the net income and earnings per share is presented below:

Pro Forma Adjusted Net Income and Earning Per Share

particulars 31 March 2016 31 March 2015net profit for the year 977 744Add: Intrinsic Value Compensation Cost - - Less: Fair Value Compensation Cost (32) (125)Adjusted Pro Forma Net Income 945 619

Earning Per Share: 31 March 2016 31 March 2015BasicAs Reported 15.09 11.62 Adjusted Pro Forma 14.61 9.67

dilutedAs Reported 14.85 11.40 Adjusted Pro Forma 14.37 9.48



e. Method and Assumptions used to estimate the fair value of options:

The fair value has been calculated using the Black & Scholes Option Pricing model. The Assumptions used in the model on a weighted average basis are as follows:


Risk Free Interest Rate 8.34% to 8.40% 7.51% to 8.85%

Expected Life 4.80 years 5 years

Expected Volatility 49.61% to 49.92%

45.99% to 56.33%

Dividend Yield 1.60% 1.80% to 2.01%

31 Value Of Imports on Cost, Insurance and Freight Basis

31 March 2016 31 March 2015

Capital goods* - 10

Software - -

- 10

32 Earnings in Foreign Currency (accrual basis)

Income from software development and sale of software 3,046 2,767

Royalty 114 56

Reimbursement of expenses 7 17

Interest on loan to subsidiaries 27 41

Commission income from subsidiary 11 9

3,205 2,890

33 Expenditure in Foreign Currency

Legal and professional charges 17 10

Royalty 47 46

Salaries, bonus and allowances 136 133

Sub-contracting expenses 172 144

Travelling expenses 40 63

Others 14 39

426 435

34 dividend remitted in Foreign Currency

Number of non-resident shareholders 1 1

Number of equity shares held on which dividend was due 45,000 45,000

Amount remitted in Millions* - -



Geometric Limited


35 Payment to the Auditor (Currency: Indian ` in Millions)

31 March 2016 31 March 2015

a) as auditor 5 4

b) for taxation matters 3 2

c) for company law matters - -

d) for management services - -

e) for other services 1 -*

f) Reimbursement of Expenses* - -

9 6


36 operating Leases

a) Lease rental expense:

The lease rent expense in respect of computers, furniture and fixtures and office space for the year and the total future minimum lease payments under non-cancellable operating leases payable are as under:


Lease rentals incurred during the year 196 195

Future lease obligations

- not later than one year 152 120

- later than one year and not later than five years 248 237

- later than five years 38 168


37 related party transactions:

A. related parties and their relationships:

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

2 3D PLM Global Services Pvt. Ltd.

3 Geometric Asia Pacific Pte. Ltd.

4 Shanghai You Hua Engineeing Machinery Design Co. Ltd ("Geometric China")

5 Nihon Geometric Kabusiki Kaisya ("Geometric Japan KK")

6 Geometric Americas Inc.

7 Geometric SAS

8 Geometric SRL

9 Geometric Europe GmbH

10 Geometric GmbH (formerly 3cap technologies GmbH)

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

2 Godrej Infotech Ltd



A. related parties and their relationships: (contd.)

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

2 Mr. Shashank Patkar, CFO

3 Ms. Sunipa Ghosh, Company Secretary

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

2 BMR & Associates LLP

B. transactions with related parties for the year ended 31 March 2016

Sr No.

nature of transaction Subsidiary Companies

Associates Key Management Personnel

directors having substantial

Interest a) Sales – software services 2,640 7 - -

(2,025) (3) - - b) Royalty income 114 - - -

(56) - - - c) Interest received on loans 27 - - -

(41) - - - d) Dividend received 357 - - -

(270) - - - e) Commission income 11 - - -

(9) - - - f) Product development income - - - -

(3) - - - g) Reimbursement of expenses 212 1 - -

(166) - - - h) Purchase of software services 183 - - -

(132) - - - i) Compensation expense for services 1 2 - -

(29) (1) - - j) Rent paid towards leased premises: 1 - - -

(1) - - - k) Professional fees - - - 2

- - - - l) Managerial remuneration - - 49 -

- - (29) - m) Purchase of fixed assets - - - -

- (17) - - n) Recovery of loan given 290 - - -

(61) - - - o) Dividends paid - 111 23 -

- (40) (9) -

37 related party transactions (Contd.) (Currency: Indian ` in Millions)


Geometric Limited


Sr No.

nature of transaction Subsidiary Companies

Associates Key Management Personnel

directors having substantial

Interest p) Deposits refund received - - - -

- (17) - -

Balances as on balance sheet date

a) Trade receivables including unbilled 1,619 1 - - (1,564) (4) - -

b) Interest receivable 43 - - - (18) - - -

c) Trade payables 234 - - - (468) - - -

d) Loan outstanding 498 - - - (729) - - -

e) Deposits ** - - - - - - - -

*Figures in brackets represent amounts for the year ended 31 March 2015 ** value is less than one million `

C. details of material related party transactions which are more than 10% of the total transactions of the same nature

nature of transaction 31 March 2016 31 March 2015 a) Sales – software services:

Geometric Europe GmbH - 272 Geometric Americas, Inc. 1,743 1,501

b) Royalty income:Geometric Americas Inc 111 56

c) Interest received on loans:Geometric Europe GmbH 21 23 Geometric Americas, Inc 6 17

d) Dividend received:3D PLM Software Solutions Ltd 357 270

e) Commission income:Geometric Europe GmbH 2 - Geometric Americas, Inc 9 8

f) Product development income :Geometric Asia Pacific Pte Ltd - 3

g) Reimbursement of expenses 3DPLM Software Solutions Ltd. 35 38 Geometric Americas, Inc. 106 62

h) Software development expense - subcontract :Geometric Americas, Inc - 14 Geometric SAS 145 105



B. transactions with related parties for the year ended 31 March 2016 (contd.)


nature of transaction 31 March 2016 31 March 2015 i) Compensation expense for services:

Geometric Europe GmbH - 18 Geometric SAS - 7 Godrej and Boyce Mfg Co Ltd 2 - Geometric Americas, Inc. 1 3

j) Rent paid towards leased premises:3D PLM Software Solutions Ltd 1 1 Godrej & Boyce Mfg. Co. Ltd. - -

k) Professional fees:BMR & Associates LLP 1 -

l) Managerial remuneration:Mr. Manu Parpia 30 20 Mr. Neeraj Dutt - 5 Mr. Shashank Patkar 17 -

m) Purchase of fixed assets:Godrej and Boyce Mfg Co Ltd - 17 Geometric SAS - -

n) Recovery of loan given:Geometric Americas, Inc 290 61 Geometric Europe GmbH - -

o) Dividends paid:Godrej & Boyce Mfg. Co. Ltd. 67 40 Godrej Investment Pvt Ltd 44 - Mr. Manu Parpia 23 9

p) Deposits Refund Received:Godrej & Boyce Mfg. Co. Ltd. - 17

Balances as on Balance sheet date

a) Trade receivables including unbilled:Geometric Americas, Inc 591 758 Geometric Europe GmbH 433 328 Geometric SAS 254 - Godrej & Boyce Mfg Co. Ltd - 4

b) Interest receivables :Geometric Europe GmbH 43 19

c) Trade payables:Geometric Americas, Inc 79 98 Geometric Europe GmbH 44 - Geometric SAS 70 50

d) Loan outstanding :Geometric Americas Inc - 281 Geometric Europe GmbH 498 448

e) Deposits:Godrej & Boyce Mfg. Co. Ltd * - -




C. details of material related party transactions which are more than 10% of the total transactions of the same nature (contd.)

Geometric Limited


38 segment reporting (Currency: Indian ` in Millions)

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

39 derivative Instruments

a. The Company uses forward exchange contracts to hedge its foreign exchange exposure. Following are outstanding foreign exchange contracts, which have been designated as Cash Flow Hedges as of balance sheet date for hedge of future expected sales:

particulars Purpose designated 31 March 2016 31 March 2015notional Amount

in Foreign Currency

notional Amount in

millions

Notional Amount

in Foreign Currency

Notional Amount in

millions

Forward Contracts to Sell USD

Hedge of highly probable forecast transactions

Cash flow hedges

32 2,238 26 1,733


Hedge of highly probable forecast transactions

Cash flow hedges

8 607 4 314


Open balance sheet exposure

Balance sheet hedge

4 303 - -

3,148 2,047

b. As of the balance sheet date the following are the net foreign exposures that are not hedged by derivative instruments or otherwise:

Unhedged Foreign Currency Exposures 31 March 2016 31 March 2015Foreign Currency ` in millions Foreign Currency ` in millions

Loan to Geometric Americas Inc. (USD) - - 4.50 281 Loan to Geometric Europe GmbH (EUR) 6.65 498 6.65 448 PCFC loan (USD) 3.00 198 3.00 187 Bank Balance:USD 0.26 17 0.05 3 EUR 0.41 31 0.17 11 Trade Receivable:USD 1.90 126 6.62 413 EUR 1.34 101 4.73 319 JPY 99.52 59 41.68 22 SEK 19.27 157 10.74 78 SGD 0.28 14 0.00 0 CNY 3.97 41 2.19 22 AUD 0.14 7 - - CAD 0.57 29 - - KRW 75.66 4 - - Trade Payables:USD 1.37 90 1.35 84 EUR 1.18 88 0.24 16 SEK 1.00 8 0.23 2 CNY 0.49 5 - - JPY 3.92 2 1.24 1

c. As of 31 March 2016, the Company has recognised gain/ (loss) of ` 14 millions (31 March 2015 `53 millions) relating to derivative financial instruments comprising of foreign currency forward contract that are designated as effective cash flow hedges in share holders fund.



40 Trade Payables (Currency: Indian ` in Millions)

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

disclosure under Micro, small and Medium enterprises development Act, 2006:

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


A) Principal amount remaining unpaid but not due. 1 1

B) Interest due thereon. - -

C) Interest paid by the Company in terms of section 16 of Micro, Small and Medium Enterprises Development Act, 2006 along with the amount of the payment made to supplier beyond the appointed day during the period.

- -

D) Interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under Micro, Small and Medium Enterprises Development Act, 2006.

- -

E) Interest accrued and remaining unpaid - -

F) Further Interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise.

- -

41 Capital and other commitments

(a) Tangible assets:

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

(b) Intangible assets:

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

42 Corporate Social Responsibility

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

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

Amount spent during the year on In Cash Yet to be paid in cash Total

Education, Skill Development and Disaster Relief 10 - 10

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


Geometric Limited


44 disclosures required by Clause 32 of the Listing Agreement (Currency: Indian ` in Millions)

Name of the company Outstanding as at 31 March 2016

Maximum Outstanding

during the year

Outstanding as at 31 March 2015

Maximum Outstanding

during the year(a) Loans and advances in the nature of loans given to

subsidiariesGeometric Europe GmBH (including accrued interest thereon)

541 541 467 467

Geometric Americas Inc. (including accrued interest thereon)

- 291 281 281

(b) Loans and advances in the nature of loans given to associates

Nil Nil Nil Nil

(c) Loans and advances in the nature of loans where repayment schedule is not specified/is beyond 7 years

Nil Nil Nil

(d) Loans and advances in the nature of loans where interest is not charged or charged below bank rate

Nil Nil Nil

(e) Loans and advances in the nature of loans to companies in which directors are interested.Geometric Europe GmbH (including accrued interest thereon)

541 541 467 467

Geometric Americas Inc. (including accrued interest thereon)

- 291 281 281

(f) Investments by the loanee in the shares of subsidiary companyGeometric Europe GmbH has made the following investments in the following subsidiary:Geometric GmbH (formerly know as 3Cap technologies GmbH)

645 645 645 645

Geometric SAS (subsidiary of Geometric Europe GmbH)

3 3 3 3

Geometric S.R.L (subsidiary of Geometric Europe GmbH)

2 2 2 2

45 Contingent liabilities

particulars 31 March 2016 31 March 2015Performance and financial guarantees given by the banks on behalf of the Company 4 2 Guarantees given by the Company on behalf of Subsidiaries (refer note a) 575 538 Disputed demands for excise duty, customs duty, sales tax, income tax and other matters (Refer Note b)

1,699 1,704

Note a:

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

Note b:

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



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

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

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

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

46 Indian Accounting standard

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

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

• Fair valuation of certain financial instruments

• Employee costs pertaining to defined benefit obligations

• Accounting for out of pocket expenses received from customers

• Accounting for share based payments

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

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

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


45 Contingent liabilities (Contd.) (Currency: Indian ` in Millions)





3D PLM SOFTWARE SOLUTIONS LTD.

Regd. Office:Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai - 400 079, India


3D PLM Software Solutions Limited

Board’s Report

To

The Members,


The Directors have pleasure in presenting their Report on the business and operations of the Company for the year ended March 31, 2016

I. FINANCIAL STATEMENT AND RESULTS:

1. Financial Results:

Your Company’s financial performance for the year under review has been encouraging and is summarised below:

(All amount in millions)

PARTICULARS Consolidated Standalone

FY16 FY15 FY16 FY15

Net Sales 3,360 2,914 3,005 2,910

Total Expenses other than Depreciation & Finance Cost

2,581 2,094 2,290 2,087

Profit from Operations before Other Income, Finance Cost & Exceptional Items

779 819 715 823

Depreciation 231 212 208 212

Profit from Operations before Other Income, Finance Cost & Exceptional Items

548 607 506 612

Foreign Exchange Gain/ (Loss) 311 135 313 135

Other Income 32 39 37 39

Profit before Finance Cost & Exceptional Items 892 781 856 786

Finance Cost - - - -

Profit Before Tax 892 781 856 786

Tax Expense 292 268 292 268

Net Profit for the period 600 514 565 518

Appropriation

Surplus as at end of previous year 1,329 1,413 1,333 1,413

Add: Net Profit for the year 600 514 565 518

Available for appropriation 1,929 1,927 1,898 1,931

Less: Interim Dividend 616 466 616 466

Less: Tax on distributed profits 125 79 125 79

Less : Adjustment pursuant to revision in useful life of assets (Net of tax impact)

- 1 - 1

Less: Transfer to General Reserve 57 52 57 52

Total Appropriation 799 598 799 598

Surplus Carried Forward 1,130 1,329 1,099 1,333



2. Operations [Nature of Business]:

3D PLM has completed successfully fourteen years of operation and continues to add value to Dassault Systèmes (DS). We have been continuing to work to strengthen DS activities in India and creating stronger synergies between all teams across different DS locations. 3D PLM works on 8 major software Brands of DS, viz, ENOVIA, CATIA, 3DVIA, SIMULIA, SOLIDWORKS, DELMIA, GEOVIA and 3DEXCITE.

There was no change in nature of business of the company during the year.

Company still contributing services in below areas:

• Product Development: Support Dassault Systemes in development of products in the areas mentioned above.

• Testing & Quality Assurance: Our Product Testing & Quality Assurance teams are an integral part of our development process. They ensure that our software products are thoroughly tested at every stage.

• Customer Support: The Customer Support team resolves customer queries, suggests workarounds, and advises best practices to global customers of Dassault Systèmes products.

• Product Documentation: With each new release, our technical publications team develops and delivers user assistance, video courses, and knowledge base articles that enable our customers to stay updated.

• Courseware Development: Our Learning Solutions team creates best-in-class learning content & learning software. The learning content is developed by a highly skilled team of technical domain specialists, subject matter experts, instructional designers & writers. Additionally, our trainers team provides training support to a global network of partners.

3. State of the Company’s Affairs:

This year has been very challenging for R&D with releases on 3DEXPERIENCE platform, cloud etc. All the R&D deliveries were met as per plan without serious issues. We have started a new R&D team to develop the products for 3DExcite. Created new team for IT applications, made significant releases of 3DEXPERIENCE University.

BAPS team which is providing financial shared services to Dassault Systemes is doing well.

Last year, we have started our 100% owned new subsidiary, 3D PLM Global Services Pvt Ltd (3D GS). This new subsidiary is giving software services to Dassault Systèmes, Geometric and other partners of Dassault Systèmes. This entity is doing pretty well, meeting all the targets set for it.

Operationally, we have done fairly well with a growth of 9% in revenues (in INR) and 9 % growth in Profit Before Taxes (PBT).

During the year company has added 48 employees (net additions). It had voluntary employee turnover of 10% which is much lower than Industry in general.

4. Report on Performance of Subsidiary:

A statement containing salient features, performance and financial position of each of the subsidiaries for the year ended March 31, 2016 is attached and marked as Annexure I (AOC-1) which forms part of this Report.

The entire set of subsidiary financials will be kept ready for inspection at the registered office and the same will be displayed on the Company’s website, in accordance to the requirements of the Act.

5. Amalgamation procedure initiated:

The Board has approved a proposal for entering into a composite Scheme of Arrangement and Amalgamation amongst Geometric Limited, HCL Technologies Limited and 3D PLM Software Solutions Limited and their respective shareholders and creditors pursuant to the provisions of Sections 391 to 394 read with Section 100 of the Companies Act, 1956 or under Section 230 to 234 of the Companies Act, 2013 and other applicable provision, if any, of the Companies Act, 1956 and/or Companies Act, 2013 & the relevant provisions made thereunder.

The composite Scheme of Arrangement and Amalgamation involves the following:

(i) Demerger of the IT enabled engineering services, PLM services and engineering design productivity software tools business of the Company including the overseas subsidiaries but excluding the shares held by the Company in 3D PLM Software Solutions Ltd., (“Demerged Business Undertaking”) to HCL Technologies Limited, as a going concern, together with all its properties, assets, liabilities,

Board’s Report (Contd.)



rights, benefits and interest therein. In consideration for the transfer and vesting of the Demerged Business Undertaking in HCL Technologies Limited , HCL Technologies Limited shall issue and allot shares, credited as fully paid up, to all the equity shareholders of the Company, as the case may be, whose names appear in the Register of Members as on the Record Date to be fixed in that behalf by the Board of Directors of the Company for the purpose of reckoning name of equity shareholder of the Company in the following ratio:

For every 43 equity shares of the face value of ` 2 each held in the Company on the record date, 10 equity shares of ` 2 each fully paid-up of HCL Technologies Ltd for the demerger.

The equity shares issued by T shall be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).

(ii) Thereafter, the Company comprising the shares held by it in 3D PLM Software Solutions Limited (“Remaining Undertaking”) shall be merged and amalgamated with 3D PLM Software Solutions Limited. In consideration of the amalgamation, 3D PLM Software Solutions Limited shall issue and allot:

(a) to each resident shareholder of the Company and, subject to approval by the Reserve Bank of India, all non-resident shareholders of the Company, 1 (one) fully paid up redeemable preference shares of `68 each in 3D PLM Software Solutions Limited (“Redeemable Preference Share”) for every 1 (one) fully paid up equity shares each of the Company; or

(b) If the approval of the Reserve Bank of India as contemplated above is not received, such shareholders shall be issued and allotted 24 fully paid unlisted equity share of ` 10 each of 3D PLM Software Solutions Limited for every 1793 fully paid up equity shares of ` 2 each of the Company held by such shareholder which shall be compulsory purchased by Dassault Systemes and/or its nominees immediately on issuance at a price of ` 5080.3 per equity share.

The Redeemable Preference Shares issued by 3D PLM Software Solutions Limited pursuant to the Amalgamation are proposed to be listed on the BSE. However, the equity shares, if any, issued by 3D PLM Software Solutions Limited to each shareholder of the Company who is a non-resident pursuant to the Amalgamation will remain unlisted and compulsorily purchased in the manner set out in the draft Scheme.

(iii) Demerger of the IT enabled engineering services, PLM services and engineering design productivity software tools business of the Company including the overseas subsidiaries but excluding the shares held by the Company in 3D PLM Software Solutions Ltd., (“Demerged Business Undertaking”) to HCL Technologies Limited, as a going concern, together with all its properties, assets, liabilities, rights, benefits and interest therein. In consideration for the transfer and vesting of the Demerged Business Undertaking in HCL Technologies Limited, HCL Technologies Limited shall issue and allot shares, credited as fully paid up, to all the equity shareholders of the Company, as the case may be, whose names appear in the Register of Members as on the Record Date to be fixed in that behalf by the Board of Directors of the Company for the purpose of reckoning name of equity shareholder of the Company in the following ratio:

For every 43 equity shares of the face value of ` 2 each held in the Company on the record date, 10 equity shares of ` 2 each fully paid-up of HCL Technologies Ltd for the demerger.

The equity shares issued by T shall be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).

(iv) Thereafter, the Company comprising the shares held by it in 3D PLM Software Solutions Limited (“Remaining Undertaking”) shall be merged and amalgamated with 3D PLM Software Solutions Limited. In consideration of the amalgamation, 3D PLM Software Solutions Limited shall issue and allot:

(a) to each resident shareholder of the Company and, subject to approval by the Reserve Bank of India, all non-resident shareholders of the Company, 1 (one) fully paid up redeemable preference shares of `68 each in 3D PLM Software Solutions Limited (“Redeemable Preference Share”) for every 1 (one) fully paid up equity shares each of the Company; or

(b) If the approval of the Reserve Bank of India as contemplated above is not received, such shareholders shall be issued and allotted 24 fully paid unlisted equity share of ` 10 each of 3D PLM Software Solutions Limited for every 1793 fully paid up equity shares of ` 2 each of the Company held by such shareholder which shall be compulsory purchased by Dassault Systemes and/or its nominees immediately on issuance at a price of ` 5080.3 per equity share.

The Redeemable Preference Shares issued by 3D PLM Software Solutions Limited pursuant to the Amalgamation are proposed to be listed on the BSE. However, the equity shares, if any, issued by 3D PLM Software Solutions Limited to each shareholder of the Company who is a non-resident pursuant to the Amalgamation will remain unlisted and compulsorily purchased in the manner set out in the draft Scheme.




Rationale of the Composite Scheme of Arrangement and Amalgamation:

A. Demerger

HCL Technologies Limited has a rapidly growing engineering services business and is a leader in embedded systems and software engineering services with strengths in the aerospace, hi-tech and telecom markets. The Company is a leader in PLM software services combined with capability in mechanical engineering and some unique technologies. The Company’s market strength lies in automotive and industrial arenas.

The consolidation will widen the markets and expertise and the combined entity will be able to offer its customers a unique blend of services and solutions around PLM, engineering software, embedded software, mechanical engineering and geometry related technologies.

B. Amalgamation

The Company and Dassault Systemes recognize that the changes in technology and the consequent evolution of software development would require a very tight and close integration between the research and development centers of Dassault Systemes.

The proposed integration of 3D PLM Software Solutions Limited into Dassault Systèmes as a result of the Amalgamation will mark the strategic next phase in the contribution of 3D PLM Software Solutions Limited in Dassault Systemes cut and place' strategic research and development operations.

While the Amalgamation will result in transfer of ownership and control of 3DL to Dassault Systemes, it will also provide the shareholders of the Company an opportunity to directly participate and receive listed Redeemable Preference Shares of 3D PLM Software Solutions Limited as consideration.

Proposed amendment in Articles of Association of the Company:

In pursuance to the proposed scheme of amalgamation, the Board approved a proposal for adoption of revised Articles of Association for enabling issue of redeemable preference shares subject to approval of shareholders.

An Extra-ordinary General Meeting of the shareholders of the Company has been convened on Monday, April 25, 2016 to approve the same.

6. Dividend:

The Board of Directors declared it that the First interim dividend of ` 250 per share (2500%) on July 15, 2015 and declared Second interim Dividend paid of ` 147 per share (1470%) on March 14, 2016 on Financial Year 2015-16.

7. Transfer to Reserves:

The Board has recommended transfer of ̀ 57 Millions to the General Reserve out of the amount available for appropriation and an amount of ` 1099 Millions is proposed to be carried forward to the Statement of Profit and Loss.

8. Revision of Financial Statement:


9. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

10. Disclosures under Section 134(3)(l) of the Companies Act, 2013:

No material changes and commitments which could affect the Company’s financial position, have occurred between the end of the Financial Year of the Company and date of this report.

11. Disclosure of Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.




12. Disclosure of Orders passed by Regulators or Courts or Tribunal:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

13. Particular of Contracts or Arrangement with Related Parties:

The details of transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Annexure II (AOC-2) forms part of this Report.

14. Particulars of Loans, Guarantees and Investment:

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, are given in the notes to the financial statements provided in this Annual Report.

15. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued during the financial year under review any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

16. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

17. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

18. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

II. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Directors & Key Managerial Personnel:

Ms. Anita Ramachandran was appointed as Independent Director of the Company in whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 to hold office for 3 (three) consecutive years i.e July 15, 2015 to July 14, 2018.

Ms. Pallavi Pathak was appointed as Alternate Director to Mr. Manu Parpia, Director of the Company at board meeting held on April 14, 2015, as per the provisions of Section 161(2) of the Companies Act, 2013.

Mr. Dominique Florack resigned from the Board of the Company w.e.f March 31, 2015 and was re-appointed as Director w.e.f July 1, 2015 and his appointment was confirmed at an Extra-ordinary General Meeting held on July 15, 2015 for a term of three years in accordance with section 163 of the Companies Act, 2013.

2. Statement on declaration given by Independent Directors:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-à-vis the Company.

3. Disclosures related to Board, Committees and Policies:

(i) Board Meetings:

The dates on which the Board of Directors met during the financial year under review are April 14, 2015, July 1, 2015, October 15, 2015, January 29, 2016 and March 14, 2016.




3. Disclosures related to Board, Committees and Policies:(contd.)

(ii) Directors Responsibility Statement:



b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ending on March 31, 2016 and of the profit of the Company for the year ended on that period;



e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and


(iii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.


1. Mr. Didier Gaillot, Chairman

2. Ms. Anita Ramachandran, Member

3. Mr. Ajay Mehra, Member

4. Mr. Manu Parpia, Member

The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Terms of reference and objectives of the Nomination and Remuneration Policy of the Company are stated in the Corporate Governance Report annexed to the Report as Annexure IV.

The Nomination & Remuneration Committee has met once during the year on July 15, 2015

(iv) Audit Committee:

The Board has constituted the Audit Committee of Directors in pursuance to the provisions of Section 177 of the Companies Act, 2013.


1. Mr. Ajay Mehra, Chairman

2. Mr. Didier Gaillot, Member

3. Mr. Anita Ramachandran, Member

During the year under review, the Board of Directors of the Company had accepted all the recommendations made by the Audit Committee.




3. Disclosures related to Board, Committees and Policies:(contd.)

The Audit Committee has met on the following dates during the year under review are July 15, 2015, October 15, 2015, January 19, 2016 & March 14, 2016.

(v) Development and Implementation of a Risk Management Policy:

The Board of Directors of the Company has developed and implemented Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

(vi) Corporate Social Responsibility Policy:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Manu Parpia, Director

2. Mr. Didier Gaillot, Director

3. Mr. Ajay Mehra, Independent Director

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in Annexure III.

The CSR Policy of the Company is available on the Company’s web-site and can be accessed in the link provided hereinbelow:

http://www.3dplmsoftware.com/CSR%20Policy_3DPLM_final.pdf

The Company collaborated with third party implementation agencies and spent part of the prescribed amount towards CSR during FY 2015-16. A detailed report on the CSR activities of the Company is enclosed as Annexure III.

(vii) Disclosure under Section 197(12) of the Companies Act, 2013 and Other Disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as Annexure IV.

III. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

1. Observations of Statutory Auditors on Accounts for the year ended March 31, 2016:

The Auditors’ report for the financial year ended March 31, 2016 does not contain any qualification, reservation or adverse remark The Auditors’ Report is enclosed with financial statements in this Annual Report.

2. Fraud Reporting:

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

3. Secretarial Audit Report for the year ended March 31, 2016:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report issued by, Mr. Atul Gandhi, Practicing Company Secretary, in Form MR-3 for the Financial Year 2015-16 forms part to this report and has been attached as Annexure V. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.




4. Ratification of Appointment of Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, (Firm Registration No. 101049W) the Statutory Auditors of the Company have been appointed for a term of 5 years i.e. from the conclusion of the 13th Annual General Meeting until the conclusion of the 18th Annual General Meeting at the Annual General Meeting held on July 16, 2014, subject to ratification at every Annual General Meeting. Accordingly, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a certificate from the said Auditors confirming that their appointment, if ratified, would be within the prescribed limit under Section 139 of the Companies Act, 2013 and that they are not disqualified to act as the Auditors and are eligible to continue to hold office as Statutory Auditors of the Company. Your Directors recommend the ratification of appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company.

IV. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

1. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended March 31, 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure VI–Form MGT-9 which forms part of this Report.

2. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure VII which forms part of this Report.

3. Sexual harassment:


V. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

On behalf of the Board of Directors,

Sd/- Sd/-Anita Ramachandran Sudarshan Mogasale(DIN: 00118188) (PAN: AAXPM5923B)Director Manager and CEO

Place: Mumbai Date: April 18, 2016




Annexure 'I' - Board’s Report (Contd.)

Form AOC - I - Statement containing salient features of the financial statement of subsidiary/ associates companies/joint Ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

(Amount in ` except % of shareholding)

1 Name of the subsidiary 3D PLM Global Services Private Limited

2 Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

March 31, 2016

3 Reporting currency and Exchange rate as on the last date of the relevant Financial Year in the case of foreign subsidiaries

INR

4 Share capital 99,100,000

5 Reserves & surplus 31,210,298

6 Total assets 243,312,170

7 Total Liabilities 243,312,170

8 Investments 4,511,745

9 Turnover 354,883,004

10 Profit before taxation 35,721,791

11 Provision for taxation 265,350

12 Profit after taxation 35,456,441

13 Proposed Dividend -

14 % of shareholding 100%


Sd/- Sd/-Anita Ramachandran Sudarshan Mogasale(DIN: 00118188) (PAN: AAXPM5923B)Director Manager and CEO




From AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

This form pertains to the disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

All the transactions with related parties are in the ordinary course of business and on arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party : Dassault Systemes SE and its subsidiaries

(b) Nature of relationship : Associate-Substantial Interest Party

(c) Nature of contracts/arrangements/transactions: : Sales - Software

(d) Duration of the contracts / arrangements/ transactions : April 1, 2015 - March 31, 2016

(e) Salient terms of the contracts / arrangements/ transactions : Based on transfer pricing guidelines

(d) Amount : ` 30,05,097,395

(e) Date(s) of approval by the Board : April 18, 2016


Sd/- Sd/-Anita Ramachandran Sudarshan MogasaleDIN: 00118188 PAN: AAXPM5923BDirector Manager and CEO


Annexure ' II' - Board’s Report (Contd.)



Annexure 'III' – Board’s Report (Contd.)

Annual Report on Corporate Social Responsibility (CSR) Activities:2015-16

- Overarching Philosophy

3D PLM is a staunch supporter of the philosophy of inclusive growth. It has been our endeavour to give back to the society and to facilitate the integration of the marginalized communities into mainstream society and the economy. We aspire to build a reputation of being one of the most socially and environmentally responsible companies in India.

- CSR Policy

For a long time now, 3D PLM has been undertaking a host of socially and environmentally responsible activities via the UDAAN initiative, which was largely an employee driven movement.

With the inclusion of mandatory CSR activities under the Companies Act in 2013, we have streamlined our body of work into a CSR Policy and have formalized our priorities, keeping in mind our overarching philosophy. We have identified key focus areas, keeping in mind the basic social, environmental and economic needs of our society. Our approach has then been to address these needs by incorporating necessary measures in the business strategy of the company, in a way that will benefit the communities at large and also achieve the desired social and environmental impact.

While Corporate Social Responsibility is now mandated by law, we continue to execute it with passion.

Our CSR Policy aims to:

• Achieve positive and sustainable change in the community via a three pronged approach of targeting social, economic and environmental needs.

• Undertake and implement projects in a manner that will yield long term, self sustaining results.

• Go beyond monetary contributions and utilize company assets (available skill sets and infrastructure) for the benefit of the underprivileged community.

• Encourage voluntary engagement by employees.

- The CSR Committee

The aim of the CSR Committee is to develop and monitor the CSR Framework for the Company, identify suitable projects, lay down the guidelines for, and oversee the implementation of the projects. The Committee will also be responsible for measuring the success of the activities undertaken and for periodic CSR reporting.

The CSR Committee at 3D PLM is constituted of

1) Mr. Manu Parpia, Director

2) Mr. Didier Gaillot, Director


- Average net profit of the Company for last three financial years

The Company’s average net profit for the prescribed year was ` 71.32 Crores, as computed under Section 135 and 198 of the Companies Act, 2013.

- Prescribed CSR Expenditure

The Company’s prescribed expenditure was ` 1.43 Crores towards CSR, for the year under review, as computed under Section 135 and 198 of the Companies Act, 2013.

- Sector Focus and Location of Spending

In compliance with Schedule VII of the Companies Act 2013, 3D PLM has identified the following focus areas for its CSR spending for the financial year 2015-16.

- Education

- Skill Development

Geographically, 3D PLM has undertaken CSR Projects in cities where it has a presence, including Pune and Bangalore.



Annual Report on Corporate Social Responsibility (CSR) Activities:2015-16 (contd)

- Details of CSR spent during the Financial Year

Total CSR Expenditure for the Financial Year was ` 41 lakhs

- Implementation Strategy and Partners

3D PLM has worked with third party implementation agencies to carry out the CSR Projects, as identified. Most of the agencies are pioneers in their field of work and 3D PLM has established long term relationships with them.

The details of the initiatives funded are herewith mentioned along with names of the third party implementation agency:

Implementation Agency

CSR Project Activities being supported

Hope for Children Foundation

The Disha Darshan Project

• Improve the quality of life of under privileged children and help them integrate within the system, via a holistic approach including imparting life skills, teacher training etc.

• Thus far, 20 sessions on “life skill” across 3 schools have been completed.

Door Step School

Parents Participation Programme

• Build Parents’ Capacity through awareness and involvement, to encourage them to send their children to school.

• Identify and remove all other barriers to enrollment and continuity of children’s education.

• Establish the necessary infrastructure to ensure children’s education in identified project areas.

• Thus far, the baseline survey has been completed at 185 sites across 5 localities in Pune and 114 sites have been finalized for project execution, covering 250 parents & 300 children

Niwant Andha Mukta Vikasalaya (NAMV)

Supporting the mission of NAMV at large

• Conduct educational workshops to sensitise the visually impaired students to what nature has to offer

• Ensure overall growth and development of the students• Enhance employability of students• An education workshop at Khopoli was organized by the NGO for all their students.

Manonandana Trust

Supporting the mission of Manonandana at large

• Assess & Evaluate special children’s abilities and disabilities• Conduct educative and interactive seminars/workshops for medical and paramedical

professionals• Build cognitive social, speech language and daily living skills• Provide a special child friendly infrastructure like mobility, safety, etc. in the existing

building• Activities including the ‘Sound Proofing of the Therapy Room ’ & ‘Facility-fencing’ are

in progress.

3DPLM Product Innovation Labs

Academia-Corporate Skill Development Initiative

• Enhancing employability of engineering students by fostering a “Learn by Doing” approach.

• Two labs have been set up thus far and the standardization of the labs has been done. Workshop for Professors of the colleges were conducted to orient/train them on Product Innovation Lab. Colleges are in the process of procuring Lab items and Lab space has been identified. A complete setup is expected to be ready by June, 2016. Community Portal creation for colleges for sharing of innovation is under progress.

Supporting Social Innovator Startups Incubator

Skill Development Initiative

• Identify, Select, Train, Mentor and Incubate impactful startups that:• Leverage technology to develop and implement innovative solutions, targeting the

area of education, healthcare and rural development• Have social impact, sustainability and economic feasibility• 1 institute where this Incubator will be set-up has been identified and formal process

of setting up Start up incubator has been initiated with the identified organization.

Annexure 'III' – Board Report (Contd.)




Details of the projects are as hereunder:

a) Disha Darshan Project

Hope for the Children Foundation (HFCF) works to improve the quality of life of underprivileged children, their mothers and in turn, their communities in India. They target children who are either school dropouts or on the verge of dropping out of the formal system of education and gently help them integrate with the system. These children are usually from single mother from a very vulnerable background.

Their holistic approach involves nutritional support in the form of daily meals, monthly food grains, medical aid, educational support and mentorship programs for the children, awareness and literacy programs, vocational training and other forms of humanitarian aid for the mothers.

Their core programs are Atmanirbharata, Shiksha Ki Asha, Disha Darshan which are complimented by family counseling, monthly medical check-ups, recreational activity, various training & soft skill sessions, micro finance and micro insurance to help woman regain their independence.

3D PLM as a part of Corporate Social Responsibility Initiative decided to contribute to the “Disha Darshan” which has the following objectives:

• Improving the quality of life of under privileged children and helping them integrate with the system, via a holistic approach

• Instilling a set of interpersonal, thinking, emotional and self-management skills amongst children across identified schools in Pune

• Training staff to guide children towards this end

b) Parent Participation Programme

“Door Step School” was established in Mumbai, India in 1989 with the aim of addressing literacy amongst the marginalized sections of society. The school provides education and support to the often-forgotten children of pavement and slum dwellers, construction site families and many other underprivileged families. Many of these children are not enrolled in school and have limited access to books and a place to study. Additionally, many of these children are forced to drop out of school to work or care for younger children. With neither support nor resources at home these children too often suffer from very low learning levels. At Door Step School, they trying to bridge this gap by bringing education to the “Doorstep” of these underprivileged children.

In 2011, Door Step School launched a Citizens’ Campaign- 'EVERY CHILD COUNTS(ECC)' to help meet the UN Millennium Development Goal of “Universal Elementary Education for all by 2015”. Over 1300 children from migrant families were located and enrolled in schools across the city of Pune in 2012.

The “Parents’ Participation in Children’s Education (PPCE)” program was launched in 2013, as a pilot to address “lack of parent awareness and involvement”, which was a key barrier to children not being enrolled under ECC. The larger aim was to “build Parent’s Capacity to take responsibility for the child’s schooling”. The program is into its third year since it was started in Kondhwa and Mohammedwadi areas of Pune and the results are highly encouraging.

Overall, 7000 children have been enrolled into mainstream schools under the ‘Every Child Counts’ program and Parents’ Participation in Children’s Education since 2013-14. Through programs like Every Child Counts and Parents Participation in Education, Doorstep School hopes to reach out to migrant children and ensure they have access to schooling thereby increasing their chances of a better future.

3D PLM as a part of Corporate Social Responsibility Initiative decided to contribute to the “Parents Participation Programme” with the following objectives:

• to build Parent’s Capacity via awareness and involvement, to take responsibility for the child’s schooling

• to identify and remove all other barriers to enrollment and continuity of children’s (particularly of migrant workers) education

• to help establish the necessary infrastructure such as preparatory camps, bridge classes and school transport to ensure children’s education in identified project areas.

c) Supporting Niwant Andh Mukt Vikasalay

Niwant Andh Mukta Vikasalay is a trust set up in Pune in 1996 that works towards the upliftment of the visually impaired students through education and vocational training.





3D PLM as a part of Corporate Social Responsibility Initiative decided to contribute towards the following activities being undertaken by NAMV

• Conducting educational workshops (including the organization of outdoor camps and nature walks), to sensitise the visually impaired students to what nature has to offer

• Ensuring overall growth and development of the students by providing healthy nutritious meals, regular medical check-ups and access to recreational activities

• Enhancing employability, and ensuring employment of NAMV graduates at different organisations, including at NAMV

d) Supporting Manonandana Trust

Manonandana Centre, established in the year 1996 provides comprehensive special education to mentally challenged and multiple disabled children belonging to lower economic group in the society. The Manonandana team works towards the better quality of lives of the families of special children.

3D PLM as part of Corporate Social Responsibility Initiative decided to contribute towards the following activities being undertaken by Manonandana Trust:

• Assessment & Evaluation of special children’s abilities and disabilities through electronic media documentation for professional monitoring.

• Conducting educative and interactive seminars/workshops for medical and paramedical professionals to provide a common platform for the betterment of special children (Mentally Challenged, Cerebral Palsy, Autism & Attention Deficit-Hyper Activity Disorder).

• To build cognitive social, speech language and daily living skills using special games with realistic environment setup dedicated for moderate to severe - mental retardation and multiple disability children.

• To provide a special child friendly infrastructure like mobility, safety, etc. in the existing building.

e) 3D PLM Product Innovation Labs

As part of the Corporate Social Responsibility Initiative, 3D PLM is promoting the “Learn by Doing” approach aimed at improving the skills & competency development for students in engineering colleges / universities. 3D PLM has set up ‘Integrated Engineering Lab’ in the premises of 2 colleges in Pune and Bangalore, that are called as “3D PLM Product Innovation Lab”. Process of setting up one more Engineering lab has been initiated. The purpose is to promote ‘Learn by Doing’ approach, provide a platform for students to acquire integrated engineering, and multi-disciplinary skills, experiment with industry’s best software / hardware to bring product innovation, provide ‘hands-on’ practical experiences and industry exposure to the students and promote ‘Make in India’ , ‘Start-up’ culture amongst the engineering student. This will help the students Community to understand the power of Integrated engineering, advanced technologies like Systems Engineering, 3D printing, Robotics, Intelligent products, Engineering Automation. It will also provide them industry exposure and motivate them to explore, design and prototype ideas to contribute for Smart Cities / Smart Villages, build ‘Make in India’, ‘Start-up’ culture.

The ‘3D PLM Product Innovation Lab’ will be accessible to the students, faculty members, researchers of the College and also to the students, professors, researchers of other colleges / institutes as well as industries, entrepreneurs, in the region to promote the aforementioned objectives.

The 3D PLM Product Innovation Labs have been set up at 2 colleges at the moment:

• Pimpri Chinchwad College of Engineering, Pune

• BMS College of Engineering, Bangalore

f) Supporting Social Innovation Startup Incubator

As part of the Corporate Social Responsibility Initiative, 3D PLM is supporting the creation of Social Innovation Start-up Incubator at select institutes. The purpose is to identify ideas that aim at leveraging technology to develop & implement innovative solution in the area of education, healthcare and rural development. Through this project, 3D PLM will provide an incubation platform for such ideas, and also extend Technical Mentoring Support to convert the idea from concept to reality.



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- Unspent amounts

Amount unspent for the Financial Year: ` 1.02 Crores.

Some of the projects committed to by the company, could not be completed in the current Financial Year because of reasons beyond the control of the Company including delay in getting requisite Governmental permissions, procedural delays in submission of documents by partners for due diligence, setting up of the requisite infrastructure and machinery etc. Hence, we have not been able to spend the prescribed amount during this Financial Year.

We are committed to closing all the pending projects with our partners at the earliest possible. Going forward, it will be our endeavor to align our CSR Initiatives to the priority areas of inclusive growth as identified at the national level. Given the need to boost skill development and rural development, 3D PLM would like to optimize the benefits of its CSR Projects in a way that they feed into the overarching priorities of the nation.

In pursuit of this commitment, listed below are some of the specific projects that are under planning and will be implemented in the financial year 2015-16 utilizing the CSR budget for the period under review.

1. Instituting 3 additional 3D PLM Product Innovation Labs in cities where 3D PLM has a geographic presence

2. Support the Social Innovation Startups Incubator at an institute

3. Strengthen our support to existing partners and extend support to 2 other institutions working in the field of education and skill development

- Responsibility statement

3D PLM undertakes regular monitoring exercises to ensure that the projects being implemented by agencies in a manner that are compliant with the Company’s overall policies (particularly CSR Policy) and ethics and are achieving the desired results. The endeavor is to also put in place impact assessment measures to quantify the success of the CSR Projects being undertaken.




Annexure 'IV' – Board Report

Disclosure for Ratio of Remuneration of each Director to the Median Employee’s Remuneration and other details as per Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014

The variations in the net worth of the Company as at the close of the current Financial Year and previous Financial Year:

Particulars As on March 31, 2016 (Current F.Y.)

As on March 31, 2015 (Previous F.Y.)

Percentage increase over decrease in the market quotations of the shares of the Company

NA NA

Net Worth of the Company 1,815,407,153 2,248,863,715

Statement Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name of employee Sudarshan Mogasale Milind Shastri

Designation of employee CEO Senior Vice President

Remuneration received ` 12,493,599.00 ` 8,186,677

Nature of employment, whether contractual or otherwise

Contractual On payroll

Qualifications and experience of the employee B.E. with 21 years’ experience M.Tech. with 28 years’ experience

Date of commencement of employment 16-Dec-1996 01-Jul-1994

Age of such employee 45 years 52 years

Last employment held by such employee before joining the Company

Space Applications Center (ISRO) Godrej & Boyce Mfg. Co. Ltd.

% of equity shares held by the employee in the Company

- -

Whether any such employee is a relative of any Director or Manager of the Company and if so, name of such Director or Manager

No No

Notes:

1. The Gross remuneration shown above is subject to tax and comprises salary, allowances, monetary value of perquisites as per Income Tax Rules and Company’s contribution to Provident Fund & Superannuation Fund.

2. In addition to the above remuneration, employees are entitled to medical benefits etc., in accordance with the Company’s rules.

3. The remuneration as indicated above includes performance linked payments for the employees for the previous year, which were approved by the Management during the year.



Annexure 'V' – Board Report

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016.

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members, 3D PLM Software Solutions Limited, Plant No.11, 3rd floor, Pirojshanagar, Vikhroli (West), Mumbai 400 079.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by 3D PLM Software Solutions Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, Minute Books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my/our opinion, the company has during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, Minute Books, forms and returns filed and other records maintained by 3D PLM Software Solutions Limited (“the Company”) for the financial year ended on 31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) he Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Other specific laws applicable to the company as given in detail below.

I/we have also examined compliance with the applicable clauses of the following the Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The Companies Act, 2013 (the Act) and the rules made thereunder –

Board Meetings and General Meetings

The company has conducted 5 (five) Board Meetings in course of the financial year, namely on 14.04.2015, 01.07.2015, 15.07.2015, 15.10.2015, 19.01.2016 and on 14.03.2016, after complying with the provisions of the Act.

The Board of Directors has constituted an Audit Committee and a Nomination and Remuneration Committee from amongst its members. The policy in respect of each of these Committees has been approved at the Meetings of the Board. The Audit Committee met on 15.07.2015, 15.10.2015, 19.01.2016 and on 14.03.2016.

The company held its Annual General Meeting on 15.07.2015 and an Extra-ordinary General Meeting on that date.

The requirements of the aforesaid Act and Rules pertaining to these meetings have been complied with by the company. Necessary returns, required to be filed with regard to the matters taken up in these meetings, as per the provisions of the Companies Act, 2013 (the Act) and the rules made thereunder have been filed by it with the Ministry of Corporate Affairs.

Corporate Social Responsibility

The company has earmarked an amount of 2% of its average net profits amounting to `14,264,740.68 during the financial year 2014-15, for its contribution towards Corporate Social Responsibility, in terms of Section 135 of the Companies Act, 2013. An amount of `4,060,000/-



Annexure 'V' – Board Report (Contd.)

has already been disbursed by it to various eligible organizations.

2. The Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957 deal with the regulation and the governance of Stock Exchanges and hence are not applicable to the company.

3. The Depositories Act, 1996 deals with regulation of transactions pertaining to securities between Depositories, Depository Participants, Issuers and Beneficial Owners. The company has 7 (seven) shareholders. Its shares are in physical form and not dematerialized. The company is not registered with any Depository Participant. Hence this Act is not applicable to the company.

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings – It is given to understand by the company that it did not make any investment in a Joint Venture or in a Wholly Owned Subsidiary outside India in the course of the financial year ended on 31st March, 2016. It was seen from the books and records made available to me for my verification that it has not issued any securities to any foreign entity/entities during this period. No External Commercial Borrowings were made by it in course of that financial year. Hence, in my opinion, the provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings with particular reference to the year under review are not applicable to the company.

I have examined the applicability of the Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) which have been mentioned in the earlier part of this report. I have to make the following observations:

1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The company is a subsidiary of Geometric Limited, a public limited company listed on the Stock Exchange/s. For the purpose of this Act it is one of the ‘persons acting in concert’ (as defined in that Act), with Geometric Limited. I have tried to ascertain whether Geometric Limited and the company along with other ‘persons acting in concert’ have acquired 25% or more of listed securities in the course of the financial year ended on 31st March, 2015. I was given to understand that the company has not acquired any listed/quoted securities, during that financial year. Hence, these Regulations do not apply to it.

2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. These regulations apply only to a listed company. However, even then the company is a ‘connected person’ being a subsidiary of a listed company as per Regulation 2(d). Every connected

person is an ‘insider’ [Regulation 2(g)]. It is given to understand that the company was not in possession of any “unpublished price sensitive information” relating to the price of the securities of Geometric Limited.

For the purposes of these Regulations, “unpublished price sensitive information” means any information, relating to a company or its securities, directly or indirectly that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities. Hence these Regulations are not applicable to the company.

3. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - These Regulations deal with public issues and hence are not applicable to the company.

4. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 – These Guidelines apply to any company whose shares are listed on any recognized stock exchange in India. As the securities of the company are not listed, in my opinion, the same do not apply to it.

5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 are not applicable to the company for the financial year under review as it has not made any:

(a) public issue of debt securities; and

(b) listed debt securities issued through public issue or on private placement basis on a recognized stock exchange.

6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 - These Regulations lay down the procedure for registration and regulation of the working of Registrars and Share Transfer Agents and as such do not apply to the company.

7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. These regulations apply to delisting of equity shares of a company from all or any of the recognised stock exchanges where such shares are listed. As the shares of the company are not listed, these regulations do not apply to it.

8. The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 - These regulations are applicable to buy-back of shares or other specified securities of a company listed on a stock exchange. The company has confirmed that none of its securities were ever listed on any stock exchange. Hence, these Regulations do not apply to the company.

Applicability of other Acts and Laws.

I have examined the applicability of various other Acts and laws applicable to the company. I have to make the following observations with regard to the same:



Employees’ State Insurance Act, 1948 – This Act is only applicable to such of the employees who are drawing wages of less than `15,000/- (excluding overtime) per month. As none of the employees of the company are drawing wages (excluding overtime) of less than `15,000/- per month this Act does not apply to the company.

Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 - This Act is applicable to the company. The company is regular in depositing both the employer’s and employees contributions with the Provident Fund Authorities.

The Payment of Bonus Act, 1965 - The Act is only applicable to such of the employees who are drawing wages of less than `3,500/- per month. As none of the employees of the company draw wages of less than `3,500/-, this Act is not applicable to the company.

The Payment of Gratuity Act,1972 – Earlier the company had a Trust to administer funds for Gratuity and Superannuation payments, which was common for its employees and those of its holding company, Geometric Ltd. In course of the year, it has set up a separate irrevocable trust for its own employees, in collaboration with the Life Insurance Corporation of India Ltd (LIC). The company pays LIC such amount of contribution estimated by LIC to secure the benefits to the employees. Disbursement of the same is made by LIC as and when it falls due.

The Maharashtra State Tax on Professions, Trades, Callings and Employments Act– The company has regularly made payments of the tax with the concerned authorities during the financial year ended 31st March, 2016.

The Karnataka Tax on Profession, Trades, Calling and Employment Act, 1976 - The company has regularly made payments of the tax with the concerned authorities during the financial year ended 31st March, 2016.

Service Tax (Chapter V of the Finance Act, 1994) – This Act is applicable to the services rendered by the company. The company has regularly deposited the amount of Service Tax with the concerned authorities on/before the respective due dates, during the financial year under audit.

Karnataka Shops and Commercial Establishments Act, 1961 – The company has an establishment in the State of Karnataka, and hence the Act applies to it. The company has renewed its registration under this Act during the financial year.

Bombay Shops and Establishments Act, 1948 – This Act applies to the areas in the State of Maharashtra specified in Schedule I of the Act. In this State, the company has three establishments, one at Airoli, Navi Mumbai, its corporate and registered office at Vikhroli, Mumbai city and the third at Pune Infotech Park, Hinjewadi, Pune. The first two establishments are registered under this Act and have

renewed their registration during the financial year under audit. However, as the last establishment falls outside the areas mentioned in Schedule I of the Act, the Act is not applicable to it.

Equal Remuneration Act, 1976 – It is given to understand that equal remuneration is paid to all employees for same work or work of similar nature and there is no discrimination between men and women while recruiting or in subsequent to recruitment, promotion, etc. Thus, this Act is not applicable to the company.

The Child Labour (Prohibition and Regulation) Act, 1986 – The company does not employ any person below the age of 14 (fourteen) years and hence this Act is not applicable to it.

I further report that -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Women Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance to them, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Whenever a meeting was called at a shorter notice than 7 (seven) days, the consent of all directors was obtained for giving less than seven days’ notice of the meeting concerned.

Majority decision of matters placed before the Board is carried through for approval. I am given to understand by the company that none of the members of the Board, who were present at the respective meetings dissented on the matters.

I/we further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I/we further report that during the audit period no major events having a major bearing on the affairs of the company have taken place:

Sd/-A. J. Gandhi FCS No: 1632 Certificate of Practice No: 2095

Place: Mumbai Date: 15th April, 2016.

Annexure 'V' – Board Report (Contd.)



Annexure 'VI' – Board’s Report

Form No. MGT 9

Extract of Annual Return as on Financial Year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN U72900MH2001PLC1342442. Registration Date December 14, 20013. Name of the Company 3D PLM SOFTWARE SOLUTIONS LIMITED4. Category/Sub-category of the Company Public Limited Company5. Address of the Registered office & contact details Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai – 400 079

Tel: 022 – 2518 9205, Fax: 022 – 6705 6891E-mail: [email protected]

6. Whether listed company No7. Name, Address & contact details of the Registrar

& Transfer Agent, if any.Not applicable


S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company1 Made-to-order software, developed and supplied

to a specific user72292 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No.

Name of the Company Country CIN / GLN Holding / subsidiary /

associate

% of shares held

Applicable section

1. Geometric Limited India L72200MH1994PLC077342 Holding 58% Section 2(46)2. Dassault Systemes SE France - Holding 25% Section 2(46)3. Dassault Systemes Americas

CorpUSA - Holding 17% Section 2(46)

4. 3D PLM Global Services Pvt. Ltd.

India U72900MH2014PTC259502 Subsidiary 100% Section 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding:

Category of Shareholders No. of Shares held % Change during

the year

[As on 31-March-2015] [As on 31-March-2016]

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian - Bodies Corp. - 900,200 900,200 58% - 900,200 900,200 58% -

(2) Foreigner - Bodies Corp. - 652,000 652,000 42% - 652,000 652,000 42% -

Total shareholding of Promoter (A) - 1,552,200 1,552,200 100% - 1,552,200 1,552,200 100% -

B. Public Shareholding - - - - - - - - -

2. Non-Institutions - - - - - - - - -

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 1,552,200 1,552,200 100% - 1,552,200 1,552,200 100% -



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (Contd.)

B) Shareholding of Promoters-

SN Shareholder’s Name Shareholding of the Promoters % change in shareholding

during the year

[As on 31-March-2015 [As on 31-March-2016]

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumbered to total shares

No. of Shares


company



1 Geometric Limited 900,200 58% - 900,200 58% - -

2 Dassault Systemes SE 385,800 25% - 385,800 25% - -

3 Dassault Systemes Americas, Corp

266,200 17% - 266,200 17% - -

TOTAL 1,552,200 100% 1,552,200 100%

C) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total

shares of the

company

No. of shares % of total shares of the

company

1. At the beginning of the year 1,552,200 100% 1,552,200 100%Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.)

There is no change in the absolute shareholding of the Promoters during the year.

At the end of the year 1,552,200 100% 1,552,200 100%

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): No other shareholders

V. INDEBTEDNESS – The Company has not availed any loan during the year and is a debt-free company.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

• None of the directors have been paid any remuneration during the year.

• Remuneration to Manager:

SN Particulars of Remuneration Sudarshan Mogasale (Manager and CEO)

1 Gross salary

(a) in Salary as per provisions contained section 17(1) of the Income-tax Act, 1961 4,599,209

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 1,000,800

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option (nos.)*

i) Granted during the year

ii) Exercised during the year

iii) Balance as on March 31, 2016

30,000

30,000

3 Sweat Equity NA

Annexure 'VI' – Board’s Report (Contd.)



SN Particulars of Remuneration Sudarshan Mogasale (Manager and CEO)

4 Variable Pay 3,446,795

5 Commission - as % of profit NA

Total (A) (Total of remuneration does not include the number of Stock Options) 9,046,804

Ceiling as per the Act 12,493,599

* Stock options held are granted by Geometric Limited, holding Company of the Company

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

N.A.Punishment

Compounding

B. DIRECTORS

Penalty

N.A.Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

N.A.Punishment

Compounding

Annexure 'VI' – Board’s Report (Contd.)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (Contd.)



Annexure 'VII' – Board’s Report

Particulars as prescribed under section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

(i) the steps taken or impact on conservation of energy:

We are operating from three different locations and have successfully implemented power saving initiatives like VRF, LED lights in all three locations. We have also implemented Power Saving Policy on Domain which automatically puts a PC in standby mode if the user is not using it. This way, we save a lot of electricity.

We have taken steps to improvise the “Power factor” which will help in

• Less consumption of power.

• Health/durability of the electrical equipment is enhanced.

We are also implementing in phased manner

• Sun guard insulation – to prevent the heat transmitting

• Installation of double layered glass

• Effective insulation to the Air Handling Units (AHU)

(ii) the capital investment on energy conservation equipment’s:

We have implemented the concept of virtualization of IT Assets to reduce Computer Hardware requirements. Before buying any computer hardware, we check whether that can be virtualized and accordingly take the purchase call. We always give the first preference to virtualization to conserve the energy.

B. Tecnology Absorption:

The disclosure of particulars with respect to Technology Absorption is given below:-

i. Efforts made towards Technology Absorption:

3D PLM is an Offshore Development Center working exclusively for Dassault Group of companies. It works as an extension of the DS brands. The main focus is on building expertise in DS products so that higher productivity and quality can be delivered and product development cycles can be reduced. Towards this objective, training sessions, workshops, visits are organized within 3D PLM and between 3D PLM and DS.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution;:

High Product quality and increased business potential.

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

a. the details of technology imported: Not Applicable

b. the year of import: as no imported

c. whether the technology been fully absorbed ? technology is

d. If not fully absorbed, areas where absorption has not taken place, and reasons thereof put to use.

iv. No Expenditure incurred on Research and Development.

v. Foreign Exchange Earnings and Outgo:


The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

(Figures in ` Lakhs)

Particulars FY16 FY15

Total Foreign Exchange used 68.07 89.80

Total Foreign Exchange earned 30,038.49 29,075.60

}




Consolidated Financial Statementsfor the year ended March 31, 2016




Independent Auditor’s Report

To the Members of3D PLM Software Solutions Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of 3D PLM Software Solutions Limited (hereinafter referred to as “the Holding Company”) and its subsidiary (the Holding Company and its subsidiary together referred to as “the Group”), comprising of the consolidated Balance Sheet as at March 31, 2016, the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the consolidated financial statements’).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms with the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group as at March 31, 2016, their consolidated profit, and their consolidated cash flows for the year ended on that date.


1. As required by section 143 (3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, and consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements;

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016;



(e) On the basis of the written representations received from the directors of the Holding Company and its subsidiary as on March 31, 2016 taken on record by the Board of Directors of the Holding Company and its subsidiary, none of the directors of the Group’s companies, is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls,

1. Refer to our separate Report in “Annexure 1” to this report.

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

i. The consolidated financial statements disclose the impact of pending litigations on its consolidated financial position of the Group, – Refer Note 23 to the consolidated financial statements;

ii. The Group did not have any material foreseeable losses in long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary company incorporated in India.

For S.R. Batliboi & Associates LLPChartered AccountantsICAI Firm Registration Number: 101049W

per Govind AhujaPartnerMembership Number: 48966

Place of Signature: MumbaiDate: April 18, 2016

Independent Auditor’s Report (Contd.)



Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To the Members of 3D PLM Software Solutions Limited

In conjunction with our audit of the consolidated financial statements of 3D PLM Software Solutions Limited as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial reporting of 3D PLM Software Solutions Limited (hereinafter referred to as ‘Holding Company’) and its subsidiary, incorporated in India, as of that date.


The respective Board of Directors of the Holding Company and its subsidiary company, incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

ANNEXURE-1 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF 3D PLM SOFTWARE SOLUTIONS LIMITED

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Holding Company and its subsidiary company, incorporated in India ,have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other matters

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the consolidated financial statements of the Holding Company, which comprise the Consolidated Balance Sheet as at March 31, 2016, and the related Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, and our report dated April 18, 2016 expressed an unqualified opinion thereon.

For S.R. Batliboi & Associates LLPChartered AccountantsICAI Firm Registration Number: 101049W


Place of Signature: MumbaiDate: April 18, 2016




(All amounts in millions unless otherwise stated)

Particulars Notes As at March 31, 2016 March 31, 2015

Equity and LiabilitiesShareholders’ FundsShare capital 4 16 16 Reserves and surplus 5 1,708 2,233

1,723 2,249 Non-Current LiabilitiesDeferred tax liabilities (Net) 6 18 28 Other long term liabilities 7 57 61

Current LiabilitiesTrade payables 8 9 - Other current liabilities 9 337 229 Short term provisions 10 99 91 Total Equity and Liabilities 2,244 2,658 AssetsNon-Current assetsFixed assets 11Tangible assets 1,209 1,188 Intangible assets* 0 0 Capital work-in-progress 6 21 Long term loans and advances 12 172 164 Other non-current assets 13 7 66

Current AssetsCurrent investments 14 489 597 Trade receivables 15 158 132 Cash and Bank Balances 16 45 27 Short term loans and advances 17 66 54 Other current assets 18 92 417 Total Assets 2,244 2,658 Summary of Significant Accounting Policies 3The accompanying notes are an integral part of the financial statements.* value is less than one million `

Consolidated Balance Sheet as at 31 March 2016

As per our report of even date

For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors ofChartered Accountants 3D PLM Software Solutions LimitedICAI Firm registration number: 101049W

per Govind Ahuja Pallavi Pathak Chandan ChowdhuryPartner DIN: 07151136 DIN: 00906211Membership No:48966 Alternate Director to Manu Parpia Alternate Director to Didier Gaillot

Sudarshan MogasalePlace: Mumbai PAN: AAXPM5923BDate: April 18, 2016 CEO and Manager



Consolidated Statement of Profit and Loss for the year ended March 31, 2016


Particulars Notes Year Ended

March 31, 2016 March 31, 2015

Income

Revenue from Operations



Total Revenue 3,704 3,088

Expenditure


Operating and other expenses 21 410 288

Depreciation and amortisation expense 11 231 212

Total Expenses 2,812 2,306

Profit before tax 892 781

Tax expenses

Current taxes 314 258

Adjustment of tax relating to earlier periods (net) (2) 4

MAT credit entitlement (9) -

Deferred tax (credit)/expense (10) 5

Total tax expenses 292 268

Profit for the year 600 514

Earnings per equity share

Basic and Diluted [Nominal value of the shares ` 10 (March 31, 2015 : `10)] 29 386.53 331.01

Summary of Significant Accounting Policies 3

The accompanying notes are an integral part of the financial statements.








Particulars Year Ended

March 31, 2016 March 31, 2015

Cash Flow from Operating Activities

Profit Before Tax 892 781

Adjustment to reconcile Profit/ (loss) before tax to net cash flows


Excess provision written back (2) -

Sundry balances written off 1 -

(Profit) / Loss on Sale of Fixed Assets 1 (5)

(Profit) / Loss on Sale of Investments (2) (1)

Interest Income (1) (1)

Dividend Income (24) (27)

Unrealised (gain)/loss 28 (35)

Operating Cash Flows Before Working Capital Changes 1,124 925

Movement in working capital

Increase/ (Decrease) in Other Long Term Liabilities (7) 28

Increase/ (Decrease) in Trade Payables* 0 (1)

Increase/ (Decrease) in Other Current Liabilities 116 (77)

Increase/ (Decrease) in Short Term Provisions 4 29

Decrease/ (Increase) in Long Term Loans and Advances (8) (11)

Decrease/ (Increase) in Trade Receivables (27) 7

Decrease/ (Increase) in Short Term Loans and Advances (13) (8)

Decrease/ (Increase) in Other Current Assets (29) (29)

Cash Generated from Operations 1,160 862

Income Taxes Paid (310) (245)

Net Cash Flow from Operating Activities (A) 850 618

Cash Flow from Investing Activities

Purchase of Fixed Assets including CWIP and Capital advances (231) (204)

Proceeds from Sale of Fixed Assets 3 5

Purchase of Investments (3,966) (2,159)

Proceeds from Sale/Redemption of Investments (Net) 4,076 2,274

Fixed Deposit Placed (3) (2)

Fixed Deposit Matured 2 2

Dividend Received 24 27

Net Cash from Investing Activities (B) (92) (56)

Consolidated Cash flow statement for the year ended March 31, 2016






March 31, 2016 March 31, 2015

Cash Flow from Financing Activities:

Dividend Paid including dividend tax (742) (545)

Net Cash used in Financing Activities (C) (742) (545)

Net Increase/ (Decrease) In Cash And Cash Equivalents (A+B+C) 16 17

Effect of exchange difference on Cash and Cash Equivalents* (0) 1

Cash and Cash equivalents at the beginning of the year 27 10

Cash and Cash equivalents at the end of the year 43 27


Cash and cheques on hand - -

Remittance in Transit 20 -

Balances with Banks in current accounts 23 27

Cash and Cash equivalents at the end of the year (Refer note 16) 43 27



Consolidated Cash flow statement for the year ended March 31, 2016 (Contd.)







Consolidated notes to financial statements for the year ended March 31, 2016 (Contd.)


1. Nature of operations

3D PLM Software Solutions Limited (“3D PLM” or ‘the Company’) along with its subsidiary 3D PLM Global Services Private Limited (‘3D GS’) collectively referred to as the “The Group” is engaged in product development, industrialisation, maintenance, documentation and market support for Product Lifecycle Management (PLM) softwares of Dassault Systemes and provides back end support to finance and sales business administration function of Dassault Systemes. The group also provides Software service, IT and Engineering services and all other related areas including design, development, testing, integration, migration, up gradation, support and maintenance as suppliers to Dassault Systèmes and Geometric.

2. Basis of preparation

The consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The consolidated financial statements comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The consolidated financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of consolidated financial statements are consistent with those of the previous year.

3. Summary of significant accounting policies

a) Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

b) Basis of Consolidation

The consolidated financial statements (“CFS”) are related to the Company and its subsidiary company namely 3D PLM Global Services Private Limited (or ‘3D GS’). (collectively referred to as ‘the Group’),

1) Basis of Accounting:

The CFS has been prepared in accordance with Accounting Standard 21 (AS 21) – “Consolidated

Financial Statements” notified by Companies (Accounting Standard) Rules, 2006 (as amended).

2) Principles of consolidation:

The CFS has been prepared using uniform accounting policies and on the following basis:

i) The financial statements of the Company and its subsidiary companies have been combined on a line to line basis by adding together like items of assets, liabilities, income and expenses. The intra group balances and intra group transactions and unrealized profits or losses have been fully eliminated unless cost cannot be recovered.

ii) The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the parent for its separate financial statements.

iii) The consolidated financial statements are prepared using uniform accounting policies to the extent practicable across the Group. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by Group.

iv) The CFS are based, in so far as they are related to amounts included in respect of subsidiaries, on the audited financial statements prepared for consolidation in accordance with the requirements of notified AS 21 by each of the included entities.

c) List of subsidiaries which are more than 50% owned or controlled and included in the Consolidated Financials:

c. The subsidiaries considered in the preparation of the CFS and the shareholding of the Company in these companies is as follows:

Sr. No

Name of Subsidiary Companies

Country of Incorporation

Percentage of Ownership

interest1. 3D PLM Global

Services Private Limited (From November 19, 2014)

India 100%

d) Tangible Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation, amortisation and impairment losses if





any. Cost includes all expenses related to acquisition and installation of the concerned assets and any directly attributable cost of bringing the asset to the condition of its intended use.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are changed to the statement of profit and loss for the period during which such expenses are incurred.

Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

e) Depreciation on Tangible Fixed Assets

(1) Depreciation on fixed assets

The Company has revised the estimated useful life of certain office equipment from 13 years to 5 years to align it with useful lives under Schedule II of the Companies Act, 2013. Pursuant to such change, the carrying value of ` 1.8 millions of office equipment whose revised useful life has been exhausted at April 1, 2014, net of deferred tax of ` 0.6 million has been charged against surplus in the statement of profit and loss.

Depreciation on Tangible Fixed Assets

Leasehold land is amortised on a straight line basis over the period of lease.

Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by the management.

The Management’s estimate of useful lives for various fixed assets is as under:

Particulars/ Asset type Years of useful life

Building 28

Computers 3

Electrical Installation 8

Office Equipment 5

Furniture and Fixtures 10

Vehicles 5

The management has estimated, supported by

independent assessment by professionals, the useful lives of the following classes of assets.

• The useful lives of servers and networking equipment forming part of computer peripherals and related equipment are estimated as 3-5 years. These lives are lower than those indicated in schedule II.

• The useful lives of office premises, electrical installation are estimated as 28 years, 8 years respectively. These lives are lower than those indicated in schedule II.

• The useful lives of vehicles are estimated as 5 years. These lives are lower than those indicated in schedule II.

f) Intangible Assets and related amortisation

Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets are amortised on a straight-line basis over the estimated useful economic life. Following initial recognition intangible assets are carried at cost less accumulated amortisation and accumulated impairment loss if any. Intangible assets consist of computer software and are amortised over a period of one year. The amortisation period and amortisation method are reviewed at each financial year end.

g) Leases where the Company is a Lessee

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.

h) Impairment of tangible and intangible assets

The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money





and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

The company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the company’s cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of five years. For longer periods, a long term growth rate is calculated and applied to project future cash flows after the fifth year.

Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and loss, except for previously revalued plant, property and equipment, where the revaluation was taken to revaluation reserve. In this case, the impairment is also recognized in the revaluation reserve up to the amount of any previous revaluation.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

i) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

j) Foreign Exchange Transactions

(i) Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

(ii) Conversion

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

(iii) Exchange Differences

Exchange differences arising on the translation/settlement of foreign currency monetary items are recognised as income or expense in the period in which they arise.

(iv) Forward Exchange Contracts

The Company uses foreign currency forward contracts to hedge foreign currency risk arising from highly probable forecast transaction of reserves.

The Company designates these forward contracts in a hedge relationship by applying the hedge accounting principles of AS 30 Financial Instruments: Recognition and Measurement.

For the purpose of hedge accounting, hedges are classified as Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognized firm commitment.

Hedges that meet the strict criteria for hedge accounting are accounted for as follows:





Cash flow hedges are accounted as follows:

The company uses foreign currency forward contracts as hedges of its exposure to foreign currency risk in forecasted transactions and firm commitments.

The effective portion of the gain or loss on the hedging instrument is recognized directly under shareholders fund in the cash flow hedging reserve, while any ineffective portion is recognized immediately in the statement of profit and loss.

Amounts recognized in the hedging reserve are transferred to the statement of profit and loss when the hedged transaction affects profit or loss, such as when the hedged income or expense is recognized or when a forecast sale occurs.

If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognized in the hedging reserve is transferred to the statement of profit and loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in the hedging reserve remains in the hedging reserve until the forecast transaction or firm commitment affects profit or loss.

In accordance with AS 30, such forward exchange contracts, which qualify for cash flow hedge accounting and where Company has met all the conditions of AS 30, are fair valued at balance sheet date and the effective portion of the resultant exchange gain/loss is credited/debited to the hedging reserve included in the Reserves and Surplus. The ineffective portion relating to foreign currency contracts is recognized immediately in the statement of profit and loss. Amount recognized in the Hedging reserve is transferred to the statement of profit and loss when the hedged transactions affect earnings such as when a forecast sales occurs. In case, these forward contracts do not meet the criteria for hedge accounting, the gain/loss on fair valuation is recorded in the statement of profit and loss.

Hedge accounting is discontinued from the last testing date when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Cumulative gain or loss on such hedging instrument recognized in shareholder’s funds is retained there until the forecasted transaction occurs. If the forecast transaction is no longer expected to occur, the net cumulative gain or loss recognized in shareholders’ funds is transferred to statement of profit and loss for the year. Exchange

differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense for the year.

k) Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized.

Income from Services

Revenue from time and material contracts for software services is recognized when the related services are rendered to the customers. In case of fixed price contracts, which are generally time bound, revenue is recognized over the life of the contract using proportionate completion method, on the basis of work completed.

Unbilled revenue included in other current assets represents revenues recognized for efforts incurred but not billed as at the balance sheet date. Advance billing and deferred revenue included in current liabilities represents billing in excess of revenue recognized.

Income from reimbursable assets

Revenue for reimbursable assets is recognized over the useful life of the assets.

Interest

Revenue is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “Other Income” in the statement of Profit and loss.

Dividend

Revenue is recognized when the right to receive payment is established by the balance sheet date.

l) Income Tax

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. The tax rates and the tax laws used to compute are those that are enacted or substantively enacted, at the reporting date.

Deferred income taxes reflects the impact of timing differences between taxable income and accounting income originating during the current year and reversal of





timing differences for the earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.

At each reporting date the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. MAT credit is recognized as an asset only to the extent there is convincing evidence that the Company will pay normal income tax during the specified period i.e. the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the guidance note on Accounting for credit available in respect of Minimum Alternative Tax under the Income Tax Act, 1961, issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit and loss account and shown as “MAT Credit Entitlement” asset. The Company reviews the “MAT Credit Entitlement” asset at each reporting date and writes down asset to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period

m) Retirement and Employee Benefits

Retirement benefits in the form of Provident Fund and Superannuation are defined contribution schemes. The

Company has no obligation other than the contribution payable to the funds. The Company recognizes contribution payable to the provident fund and superannuation scheme as an expenditure when an employee renders the related services.

The Company operates a gratuity plan which is a defined benefit plan. The cost of providing benefits is determined on the basis of an actuarial valuation at each year end. The actuarial valuation is carried out using the projected unit credit method. Actuarial gain and losses, if any, are recognized in full, in the period in which they occur in the statement of profit and loss.

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The company presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.

n) Provisions

A provision is recognised when the Company embodying economic benefits has a present obligation as a result of past event; it is probable that an outflow of resources of the amount of the obligation will be required to settle the obligation, and reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at each reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

o) Segment Reporting

The Company is exclusively engaged in the business of Software Development for Dassault Systemes and its affiliates. Accordingly, in terms of AS 17 on Segment Reporting, its operations are considered to constitute





one single primary segment. The Secondary segments are geographical areas by location of customers.

p) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.


q) Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

r) Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand, remittance in transit and short-term investments with an original maturity of three months or less.





Particulars As at

March 31, 2016 March 31, 2015

4. Share Capital

Authorised :

2,700,000 (March 31, 2015: 2,700,000) Equity shares of `10 each 27 27

300,000 (March 31, 2015: 300,000) Class ‘A’ and Class ‘B’ Equity Shares of `10 each with differential voting rights

3 3

30 30

Issued, Subscribed and Paid Up :

1,373,246 (March 31, 2015: 1,373,246) Equity shares of ` 10 each fully paid 14 14

72,965 (March 31, 2015: 72,965) Class ‘A’ Equity Shares of ` 10 each fully paid 1 1

105,989 (March 31, 2015: 105,989) Class ‘B’ Equity Shares of ` 10 each fully paid 1 1

16 16

a. Terms/rights attached to equity shares

1,373,246 equity shares of the face value of ` 10 each fully paid carry a single voting right (1 vote for every single share held)

72,965 Class 'A' equity shares of `10 each fully paid have differential voting rights of 2 votes for every one such share held

105,989 Class 'B' equity shares of ` 10 each fully paid have differential voting rights of 2 votes for every one share held and one additional vote each on:

i. a change in control that has ocurred due to actions by any person regarded as a Dassault Systemes Competitor as defined in the Shareholder's Agreement; or

ii. Upon issuance of the "Notice of Increase" as defined in the Shareholders Agreement. Each equity share carries equal dividend rights irrespective of the class of shares to which it belongs. The dividend proposed by the board of Directors is subject to approval of shareholders in the ensuing general meeting In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

b. Details of shareholders holding more than 5% shares in the company and shares held by holding company

(i) Equity Shares

Geometric Limited (Holding Company) (Refer note 34)

Number of shares held 900,200 900,200

Percentage of holding in the class 66% 66%

Dassault Systemes SA France



Dassault Systemes Americas Corp



1,373,246 1,373,246





(ii) Class 'A' Equity Shares




72,965 72,965

(iii) Class ‘B’ Equity Shares




105,989 105,989

c. Aggregate number of shares issued for consideration other than cash and during the period of five years immediately preceding the reporting date:

Equity shares (issued on July 1, 2011) 87,246 87,246

Class 'A' Equity Shares (issued on July 1, 2011) 72,965 72,965

Class 'B' Equity Shares (issued on July 1, 2011) 105,989 105,989

266,200 266,200

March 31, 2016 March 31, 2015

5. Reserves And Surplus

General Reserve

Balance as per last financial statement 208 156

Add: Transfer from surplus balance in the statement of profit and loss 57 52

265 208

Cash Flow Hedging Reserve

Balance as per last financial statement 391 (58)

Add/ Less : Movement during the period (net) (384) 449

7 391

Securities Premium 304 304

Capital Redemption Reserve 1 1

Capital Reserve 1 1

Surplus in the statement of Profit and Loss

Balance as per last financial statement 1,329 1,413

Add : Net Profit for the period 600 514

Less : Interim Dividend (616) (466)

Less : Dividend Distribution Tax (125) (79)

Less : Adjustment pursuant to revision in useful life of assets (Net of tax impact) Refer Note 3E - (1)

Less : Transfer to General Reserve (57) (52)

Net Surplus in the statement of Profit and Loss 1,130 1,329

1,708 2,233

4. Share Capital (contd.) b. Details of shareholders holding more than 5% shares in the company and shares held by holding company (contd.)





6. Deferred Tax Liability (Net)

Particulars As at

March 31, 2016 March 31, 2015

Deferred Tax Liability

Difference in depreciation of tax books and financial books 37 43

Deferred Tax Asset

Effect of expenditure debited to Statement of Profit and Loss account in the current year but allowed for tax purposes in subsequent years

(18) (15)

18 28

7. Other Long Term Liabilities

Deferred Revenue 53 61

Forward Contract Payable 4 -

57 61

8. Trade Payables

Trade Payables (Refer note 33) 9 9

9 9

9. Other Current Liabilities


Retention Money 4 2

Accrued Expenses 133 91

Statutory Liabilities 40 30

Deposits from Vendors* 0 0

Advances from customers 43 -

Payables to Related Parties

Geometric Limited 2 -

Geometric Americas Inc. 1 -

Capex Creditors 25 26

Others Payables 24 22

337 229

10. Short Term Provisions

Provision for taxation (net of advance tax) 4 -


Gratuity 36 48

Compensated Absences 59 43

99 91






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12. Long Term Loans And Advances

Particulars As at

March 31, 2016 March 31, 2015

Unsecured, considered goodCapital AdvancesTo related partyGodrej and Boyce Manufacturing Company Limited. - 3 Security Deposits 2 10 Others 42 32

Others 74 76 Service Tax Receivable 43 41 Advance Income Tax (net of provisions for taxation) 1 1 Fringe Benefit Tax 9 - MAT credit entitlement A 172 164

Unsecured, considered doubtfulService Tax Receivable 2 2 Less : Provision for doubtful advances B 2 2

- - (A + B) 172 164

13. Other Non Current AssetsDeposits in Banks (with remaining maturity greater than twelve months) 7 10 [Pledged with bankers for obtaining bank guarantees ` 5.4 millions (March 31, 2015: ` 5.7 Millions)] Forward Contracts Receivable - 57

7 66

14. Current Investments

As at Units Face

Value March 31,

2016 Units Face

Value March 31,

2015Other Than Trade, Unquoted, Fully Paid Up (at lower of cost or fair value)Investments in Mutual FundsBaroda Pioneer Liquid Fund - Plan B Daily Dividend- Re-investment

- - - 5,036.50 1,000 5

Birla Sunlife Cash Manager - Reg - DDR 797,893.32 100 80 495,854.31 100 50 Birla Sunlife Treasury Optimizer - Regular -MDR - - - 592,566.41 100 61 BNP Paribas Overnight Fund 4,509.54 1,000 5 - - - BNP Paribas Overnight Fund Direct Plan-Daily Dividend 90,032.44 1,000 90 - - - DSP BlackRock Ultra Short Term Fund- Regular Daily Dividend

- - - 8,030,217.76 10 80

Franklin India Low Duration Fund- MDR - - - 1,947,935.82 10 20 Franklin India Saving Plus-Reg DDR - - - 3,800,442.86 10 38






As at Units Face

Value March 31,

2016 Units Face

Value March 31,

2015HDFC Floating Rate Income Fund - Short Term - Wholesale - DDR

2,995,079.96 10 30 - - -

HDFC Liquid Fund-Dividend-Daily Reinvest 8.76 1,000 0 5,394,800.84 10 55 ICICI FMP series 78-95 D Plan K cum 2,500,000.00 10 25 - - - ICICI Pru Banking & PSU Debt Fund- Regular DDR - - - 3,548,285.40 10 36 ICICI Pru Ultra Reg DDR - - - 4,001,459.46 10 40 Reliance Liquid Fund - Cash Plan - DDR- Reinvestment 14,630.17 1,000 16 67,492.22 1,000 75 Reliance Medium Term Fund-Daily Dividend Plan 5,663,582.33 10 97 - - - Reliance Money Manager Fund - Direct -DDR - - - 80,313.37 1,000 80 Reliance Quarterly Interval Fund - Series Ii-Growth Plan Growth Option

978,186.44 10 20 - - -

Religare Invesco Credit Opportunities Fund-DDR - - - 35,696.54 1,000 36 Religare Invesco Medium Term Bond Fund - Monthly Dividend

35,080.91 1,000 36 - - -

Sundaram Select Debt Short Term Asset-Div-Quarterly - - - 1,825,983.75 10 20 Sundaram ultra short term fund R DDR 6,020,452.48 10 60 - - - UTI fixed income interval fund Quarterly Interval plan III Direct plan dividend

2,995,686.21 10 30 - - -

489 597 Aggregate value of unquoted investments 489 597

As at

March 31,2016 March 31,2015

15. Trade Receivables (Unsecured, Considered Good)

Debts outstanding for a period exceeding six months from the date they are due for payment - -

Other Debts 158 132

158 132

16. Cash And Bank Balances

Cash and Cash Equivalents

Cash in hand - -


Balances with Banks

Balances with banks in current accounts 23 27

Total- Cash and Cash Equivalents 43 27

Other bank balances

In Deposit Accounts with remaining maturity of less than twelve months [Pledged with bankers for obtaining bank guarantees `1.3 millions (March 31, 2015 : NIL)

3 -

45 27


14. Current Investments (contd.)





As at

March 31,2016 March 31,2015

17. Short Term Loans And Advances (Unsecured, Considered Good)Secured Considered, GoodDeposits to Related PartiesGodrej and Boyce Manufacturing Company Limited.* - 0 Receivables from Related PartiesGeometric Americas Inc. 2 1 Geometric Europe GmbH* 0 - Geometric Asia Pacific Pte. Ltd.* 0 0 Geometric Limited* 4 0 Prepaid expenses 7 8 Advances to vendors and employees 51 43 Advance recoverable in cash or kind 1 1

A 66 54 Unsecured , considered doubtfulAdvances recoverable in cash or kind 1 - Less : Provision for doubtful advances 2 -

B - -

(A + B) 66 54

18. Other Current Assets (Unsecured, Considered Good)Forward Contracts Receivable 14 368 Accrued Interest 2 2 Unbilled Revenue 49 14 Other Receivables 26 33

92 417

Year Ended

March 31,2016 March 31,2015

19. Other IncomeDividend Income on current investments 24 27 Interest IncomeInterest on Bank Deposits 1 1 Other Interest* 0 0

Other Non Operating IncomeGain on Sale of Assets (Net) - 5 Gain on sale of current investments (Net) 2 1 Miscellaneous Income 3 2 Excess Provision written back 2 3 Foreign Exchange Difference (net) 311 135

344 174






Year Ended

March 31,2016 March 31,2015

20. Employee Benefit ExpensesSalaries, Bonus and Allowances 1,939 1,601 Gratuity Expenses (Refer Note 27) 36 47 Contribution to Provident and Other Funds 106 87 Staff Welfare Expenses 90 72

2,171 1,806

21. Operating And Other ExpensesElectricity Expenses 77 64 Facility Charges 56 41 Rates and Taxes 5 5 Rent 80 53 Lease Rent - Assets 3 - Repairs and Maintenance:Computers 26 18 Buildings 9 5 Others 21 14 Insurance 4 4 IT Recharge cost 6 - Travelling and Conveyance Expenses 17 20 Communication Expenses 5 4 Legal and Professional Charges 34 13 Staff Recruitment Expenses 4 5 Royalty Payments 1 - Director sitting fees* 0 - Loss on Sale of Assets (Net) 1 - Balances written off* 1 0 Shared Service Cost 37 29 Corporate Social Responsibility expenses 4 - Miscellaneous Expenses 18 14

410 288


22. Capital and other commitments

Estimated amount of contracts remaining to be executed, net of advances to the extent not provided for ` 25 million (March 31, 2015 `111 million).

For commitments relating to lease arrangements, please refer note 24.





23. Pending litigation

Particulars As atMarch 31, 2016 March 31, 2015

Contingent liabilities : ` `Income Tax Demand (TDS)* 24 24 Income Tax Demand* 57 28 VAT Demand* 12 12 Claims against the Company not acknowledged as debts** 5 5 Total 97 69

* Pending the settlement of the dispute and based on management estimate of likelihood of outcome, the Company has not provided these amounts in books.

** The Company filed a civil suit against an employee in India in 2008 claiming damages of ` 578 million for data theft of intellectual property. Against this, the employee has filed counter claim of ` 5 million in 2009 towards wrongful removal and mental agony. The company has been advised by its legal counsel that it is possible, but not probable, the action will succeed and accordingly no provision for liability has been recognized in the financial statements.

24. Accounting for leases

The Company has taken equipment, cars, furniture and various office premises, under operating lease arrangements for terms ranging from 1 to 5 years.

These are generally renewable by mutual consent. There are no specific restrictions imposed by the lease arrangements except that the leased premises cannot be sub leased any further in case of certain premises. There are escalation clauses in agreements with some parties. There are no sub leases. The rentals stated in the lease agreement are given below in accordance with the Accounting Standard (AS-19) on “Leases”.

Operating Lease Year endedMarch 31, 2016

Year ended March 31, 2015

` `Lease payments 84 55 Minimum Lease PaymentsNot later than one year 78 61 Later than one year but not later than five years 91 75

25. Derivative instruments and unhedged foreign currency exposure

Purpose As at March 31, 2016 As at March 31, 2015Foreign Currency INR Amount Foreign Currency INR Amount

Hedge of receivables* USD - - 0.26 0 EUR 1.53 3 1.85 33

Hedge of highly probable foreign currency sales

USD 24.71 1,732 25.94 1,793

EUR 22.60 1,901 21.60 2,026 Unhedged Foreign Currency Exposure - - - - Bank Balance USD 0.05 3 0.04 3

EUR 0.05 3 0.02 2 Trade Receivables* EUR 0.23 17 0.02 2

JPY 9.79 6 - - USD 0.03 2 0.01 0

Other Receivables* EUR 0.03 2 - - JPY 0.01 0 - -

Other Payables* USD 0.33 22 0.39 25 CAD 0.00 0 - - EUR 0.00 0 - -






26. Related party disclosures

Names of Related parties and their Relationship

Related parties where control exists.

Holding Company Geometric Limited (Refer Note 34)Fellow Subsidiaries Geometric Americas Inc.

Geometric Europe GmbhGeometric Asia Pacific Pte. Limited

Related parties under AS 18 with whom translations have taken place during the year.

Party having substantial interest and exercising significant influence

Dassault Systemes SE

Other related parties (Affiliates of Dassault Systemes SE France)

Dassault Systemes Simulia Corp.

Dassault Data Services SuresnessDassault Systemes (Shanghai) Information Technology Co. LimitedDassault Systemes Deutschland GmbHDassault Systemes Canada Inc.Dassault Systemes India Pvt. Ltd.Dassault Systemes IsraelDassault Systemes Italia, SrlDassault Systemes K.K.Dassault Systemes Service, LLCDassault Systemes Innovation Tech. KoreaDassault Systemes Americas Corp.Dassault Systemes Canada Innovation Technologies IncDassault Systemes Enovia Corp.Dassault Systemes SolidWorks CorporationSmarTeam Corp Ltd.Spatial CorporationDassault Systemes UK Ltd.Dassault Systemes ABDassault Systemes Korea CorpDassault Systemes 3DExcite GmbHRealtime Technology AGDassault Systemes EspañaDassault Systemes SingaporeDassault Systemes Russia Corp.

Other Related Party Godrej and Boyce Manufacturing Company Limited.

Key Management Personnel Mr. Sudarshan Mogasale (C.E.O. & Manager) – 3D PLM Software Solutions LimitedMr. Manish Tambe (C.O.O. & Manager) – 3D PLM Global Services Private Limited





Related Party Transactions

Note: Corresponding previous quarter figures are given in brackets:

Nature of Transaction Year Ended March 31, 2016Holding

CompanyFellow

SubsidiariesParty Having Substantial

InterestOther Related

PartiesRevenue 2 70 1,528 1,756

- - (1,487) (1,427)Purchase of Fixed Assets* - - - 20

- - - (0)Rent Cost towards Leased Premises* 0 - - 0

(0) - - (0)Rent Income 1 - - 1

(1) - - (1)Shared Service Cost 37 - 10 1

(29) - - - Reimbursement of Common Cost 9 - 6 -

(8) - - - IT recharge cost - - 75 44

- - (86) (59)Recovery of Expenses* 0 - 38 28

- - (77) (21)Recovery of Hardware Cost - - 19 36

- - - - Advance Recoverable/ Recovered during the year 2 5 - -

(1) (8) - - Advance Payable* 0 1 153 106

(0) - (116) (80)Interim Dividend Paid 357 - 6 -

(270) - - - Security deposit recovered* - - - 0

(-) (-) (-) (2)Security deposit paid* - - - -

(-) (-) (-) (0)Infrastructure Deposit Written Off* - - - -

(-) (-) (-) (0)Other Expenses* - - - 1

(-) (-) (-) (0)Advances given for purchases - - - 4

(-) (-) (-) (3)


26. Related party disclosures (contd.)





Nature of transaction Year Ended

March 31, 2016 March 31, 2015

Managerial Remuneration: Key Management Personnel

Mr. Sudarshan Mogasale 8 6

Mr.Manish Tambe 3 -

Out of the above items transactions with other related parties and fellow subsidiaries in the excess of 10% of the total related party transactions are as under:

Transactions and Related Parties Year Ended

March 31, 2016 March 31, 2015

RevenueDassault Systemes SE 1,528 1,487 Dassault Systemes Americas Corp 731 638 DS SolidWorks Corporation 381 315 Purchase of Fixed Assets - - Godrej and Boyce Manufacturing Company Limited.* 20 0 Rent Expenses - - Godrej and Boyce Manufacturing Company Limited.* 0 0 Geometric Limited* 0 0 Rent Income - - Geometric Limited 1 1 Godrej and Boyce Manufacturing Company Limited 1 1 Shared Service Cost - - Geometric Limited 37 29 Dassault Systemes SE 10 - Reimbursement of common cost - - Geometric Limited 9 8 IT Recharge cost - - Dassault Systemes SE 6 - Recovery of expenses - - DS SolidWorks Corporation 17 18 Dassault Systemes Americas Corp 12 19 Dassault Systemes SE 75 86 Recovery of Hardware cost - - Dassault Systemes SE 38 77 Dassault Systemes Americas Corp 9 10 Dassault Systemes 3DExcite GmbH 12 - Advances Recoverable - - Geometric Americas Inc. 4 6 Geometric Limited 2 1 Advances Payable - - Geometric Limited* - 0



Related Party Transactions (contd.)





Transactions and Related Parties Year Ended

March 31, 2016 March 31, 2015

Interim Dividend paid - - Dassault Systemes Delmia Corp. 106 80 Geometric Limited 357 270 Dassault Systemes SE 153 116 Advance given for purchases - - Godrej and Boyce Manufacturing Company Limited 4 3 Security Deposit recovered - - Godrej and Boyce Manufacturing Company Limited* 0 2 Security Deposit paid - - Godrej and Boyce Manufacturing Company Limited* - 0 Infrastructure Deposit Written Off - - Godrej and Boyce Manufacturing Company Limited* - 0 Other Expenses - - Godrej and Boyce Manufacturing Company Limited* 1 0

Outstanding Balances As onMarch 31, 2016 March 31, 2015

1. Holding Company :a. Advances Receivable Geometric Limited* 4 0

b. Unbilled Revenue - - Geometric Limited 1 -

c. Trade Receivables - - Geometric Limited 1 -

d. Other Payables - - Geometric Limited 2 -

2. Fellow Subsidiaries : - - a. Advances Receivable - - Geometric Americas Inc. 2 1 Geometric Asia Pacific Pte. Limited. * 0 0 Geometric Europe, GmbH* 0 -

b. Unbilled Revenue - - Geometric Americas Inc. 8 - Geometric Asia Pacific Pte. Limited 1 - Geometric SAS 6 -

c. Trade Receivables - - Geometric Asia Pacific Pte. Limited 7 - Geometric, SAS 1 -


Related Party Transactions (contd.)







d. Other Payables - - Geometric Americas Inc. 1 -

e. Advances received - - Geometric Americas Inc. 2 -

3. Party having substantial interest: - - a. Trade Receivables - - Dassault Systemes SE 129 101

b. Other Receivables - - Dassault Systemes SE 5 21

c. Unbilled Revenue Dassault Systemes SE 11 1

4. Other Related Parties : - - a. Trade Receivables - - Dassault Data Services Suresness* 5 0 Dassault Systemes Deutschland GmbH* - 0 Dassault Systemes Service, LLC* - 0 Dassault Systemes India Private Limited* 1 0 Dassault Systemes Israel - 20 Dassault Systemes España* 0 0 Spatial Corporation - 6 Dassault Systemes Innovation Tech. Korea* - 0 Dassault Systemes 3DExcite GmbH 7 - Dassault Systemes Canada Inc. 5 -

Dassault Systemes Italia,* 0 - Dassault Systemes Singapore Pte. Ltd.* 0 - Dassault Systemes (Shanghai) Information Technology Co. Limited - - Dassault Systemes UK Ltd.* 0 -

b. Other Receivables - - Dassault Systemes Israel* - 0 Dassault Systemes 3DExcite GmbH 2 - Dassault Systemes Deutschland GmbH - - Godrej and Boyce Manufacturing Company Limited 1 - Dassault Systemes Canada Inc.* 0 - Dassault Systemes India Private Limited* 0 - Dassault Systemes Simulia Corp.* 0 -


2. Fellow Subsidiaries : (Contd.)






c. Deposits - - Godrej and Boyce Manufacturing Company Limited* 0 0

d. Trade Payables and Other Liabilities - - Dassault Systemes Americas Corp. 21 20

e. Unbilled Revenue - - Dassault Systemes Service, LLC 9 6 Dassault Systemes Canada Inc.* 1 0 Dassault Systemes Simulia Corp. - 1 Dassault Systemes Americas Corp - 1 Dassault Systemes Canada Software Inc. - 3

Dassault Systemes Deutschland GmbH* - 0 Godrej and Boyce Manufacturing Company Limited - 1 Dassault Systemes Korea Corp* 0 - Dassault Systemes 3DExcite GmbH 3 1 Dassault Data Services Suresness 1 - Dassault Systemes España 1 - Dassault Systemes K.K.* 0 - DS SolidWorks Corporation* 0 - Dassault Systemes (Shanghai) Information Technology Co. Ltd.* 0 - Ds Americas Corp. 5 - Dassault Systemes UK Ltd.* 0 - Dassault Systemes Russia Corp.* 0 - Dassault Systemes Singapore* 0 - Dassault Systemes Israel 1 -

f. Advance Given - - Godrej and Boyce Manufacturing Company Limited - 3

g. Advance received - - Dassault Systemes India Private Limited* 0 - Dassault Systemes 3DExcite GmbH 12 - Dassault Systemes Americas Corp 3 - Dassault Systemes Canada Software Inc. 3 - Dassault Systemes Service, LLC 22 -



4. Other Related Parties : (Contd.)





27. Employee benefits a. Defined Contribution Plan

Contribution to defined contribution plan, recognised in the statement of profit and loss account under Employee cost, Contribution to provident and other funds, in Note 20 for the period are as under:

Particulars Year ended

March 31, 2016 March 31, 2015

Contribution to Provident Fund 83 67


b. Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

The following table summarizes the components of net benefit expenses recognized in the statement of profit and loss, the funded status and amount recognized in the Balance Sheet.

Particulars As at

March 31, 2016 March 31, 2015

Gratuity

I Reconciliation of opening and closing balances of Defined Benefit obligation

Present Value of Defined Benefit obligation as at the beginning of the period/year 192 141

Acquisition Adjustments 17 1

Interest Cost 15 13


Settlement cost / (credit) (11) (1)


Net Actuarial Loss / (Gain) (9) 11

Present Value of Defined Benefit obligation as at the end of the period/year 235 192

II Reconciliation of fair value of plan assets -

Fair value of plan assets as at the beginning of the period/year 143 116


Expected return on plan assets 14 10

Net Actuarial Gain / (Loss)* (4) 0

Amount paid on settlement (11) (1)

Employer's contribution 48 24


Fair value of plan assets as at the end of the period/year 199 143






Particulars As at

March 31, 2016 March 31, 2015

III Actual return on plan assets 10 10

IV Net Liability recognised in Balance Sheet - -

Present Value of Defined Benefit obligation 235 192

Fair value of plan assets 199 143

Net liability recognised in Balance Sheet 36 48

V Actuarial assumptions

Mortality Table: I.A.L.M 2006-08 ULTIMATE

I.A.L.M 2006-08 ULTIMATE

Discount rate 7.60% to 7.90% P.A.

7.80% P.A.

Expected rate of return on Plan Assets 8.00% P.A. 8.00% P.A.

Salary escalation 10% to 11.50% P.A.

10% to 11.50% P.A.

VI Expense recognised in the statement of Profit and Loss


Acquisition (gain)/Loss* - 0

Interest Cost 15 13

Expected Return on Plan Asset (14) (10)


Settlement (gain) / loss* - (0)

Total expenses recognised in the statement of Profit and Loss, under Employee benefit expense

36 47

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Plan Assets:

Particulars As at

March 31, 2016 March 31, 2015

Investments with Insurer 100% 100%

Amounts for the current period and previous year are as follows:

Particulars GratuityMarch 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012

Defined Benefit Obligation 235 192 141 107 84 Plan Assets 199 143 116 90 50 Surplus/ (Deficit) (36) (48) (25) (17) (13)Experience adjustments on plan liabilities-(loss)/gain (11) 5 (7) 3 (2)Experience adjustments on plan assets- (loss)/gain* 4 0 10 6 (1)


27. Employee benefits (contd.) b. Defined Benefit Plan (contd.)





28. Additional information pursuant to the provisions of paragraph 5 of Part II of the schedule III to the Companies Act 2013

Auditors remuneration (As Auditors’)


March 31, 2016 March 31, 2015

a) As Auditors

Audit fees 4 3

b) In Other Capacity - -

Other services (Certification Fees)* 0 0

c) Reimbursement of expenses* 0 0

5 3


29. Earnings per share

The earnings considered in ascertaining the Company’s earnings per share comprise net profit after exceptional items and tax.

The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.


March 31, 2016 March 31, 2015

Net profit / (loss) for the year/ period available for equity shareholders 600 514

Weighted average number of shares 1,552,200 1,552,200

Earnings per share (Basic and Diluted) in ` 386.53 331.01

30. Corporate social responsibility

As per Sec 135 of the Companies Act, 2013 and rules therein, the Company is required to spend atleast 2% of the average net profits of past three years towards Corporate Social Responsibility (CSR). Details of CSR expenditure are as follows:

Particulars Year ended

March 31, 2016 March 31, 2015

Gross amount required to be spent 15 14

Spent during the year in cash towards educational purposes 4 NIL





31. Segmental reporting

a) Primary Segments

The Company is exclusively engaged in the business of Software Development for Dassault Systemes and its affiliates. Accordingly, in terms of AS 17 on Segment Reporting, its operations are considered to constitute one single primary segment.

b) Secondary Segments

Revenue

The following table shows the distribution of the Company’s revenue by Geographical Market.

Region Year Ended

March 31, 2016 March 31, 2015

` `

US 1,558 1,286

Europe 1,679 1,514

Asia Pacific (excluding India) 56 44

Middle East 62 67

India 5 3

Total 3,360 2,914

The following table shows the carrying amount of segment assets and addition to segment assets by geographical area in which assets are located.

Particulars Carrying amount of segment assets

Addition to fixed assets and intangible assets

Carrying amount of segment assets


As at For Year Ended As at For Year Ended

March 31, 2016 March 31, 2016 March 31, 2015 March 31, 2015

US 32 - 18 -

Europe 172 - 128 -

Middle East 1 - 21 -

Asia (excluding India)* 10 - 0 -

India 1,486 257 1,861 178

Total 1,701 257 2,029 178


32. Employee stock options

Certain employees of the Company have been allotted Employee Stock Options in Geometric Limited. The Company has not incurred any expenses for issuing such options

33. Dues to micro, small and medium scale enterprises

Based on the information available with the Company, no creditors have been identified as “supplier” within the meaning of “Micro, Small and Medium Enterprises Development (MSMED) Act 2006”.





34. Scheme of arrangement

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

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

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

Thereafter, the GL, comprising the shares held by it in 3D PLM (“Remaining Undertaking”) shall be merged and amalgamated with 3D PLM. In consideration of the amalgamation, 3D PLM shall issue and allot to each resident shareholder of the GL and, subject to approval by the Reserve Bank of India (‘RBI’), all non-resident shareholders of the GL, 1 (one) fully paid up redeemable preference share of `68 each (“Redeemable Preference Share”) in 3D PLM for every 1 (one) fully paid up equity share each of the GL. In case, the approval of the RBI is not received, such shareholders shall be issued and allotted 24 fully paid unlisted equity shares of ` 10 each of 3D PLM for every 1793 fully paid up equity shares of ` 2 each of the GL held by such shareholders which shall be compulsorily purchased by Dassault Systemes and/or its nominees immediately on issuance at a price of ` 5080.30 per equity share.


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

The Appointed Date of the Scheme is March 31, 2016.

35. Previous year comparatives

Previous year figures have been regrouped/reclassified, where necessary, to conform to this year’s classification.








Standalone Financial Statementsfor the year ended March 31, 2016





To the Members of3D PLM Software Solutions Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of 3D PLM Software Solutions Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that

give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on that date.


1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act; and

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report.




i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – refer note 24 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S. R. Batliboi & Associates LLP Chartered Accountants ICAI Firm Registration Number: 101049W

per Govind Ahuja Partner Membership Number: 48966 Place of Signature: Mumbai Date: April 18, 2016

Annexure 1 to the Independent Auditors’ Report

Re: 3D PLM Software solutions Limited (‘the Company’)

Referred to in Paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties are held in the name of the company.

(ii) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3 (ii) of the Order are not applicable to the Company.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 186 of the Act in respect of loan given and investment made in subsidiary have been complied with by the Company. There are no other guarantees, securities or loans in respect of which provisions of section 185 and 186 of the Act are applicable.


(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148 (1) of the Act, for the services of the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, value added tax, cess and other material statutory dues applicable to it. The provisions relating to duty of excise are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to duty of excise are not applicable to the Company.

(c) According to the information and explanation given to us, there are no dues of sales-tax, service tax, duty of customs and value added tax which have not been deposited on account of any dispute. The provisions relating to duty of excise are not applicable to the Company. According to the records of the Company, details of income tax dues, which have not been deposited on account of a dispute, are as under:





Name of the statute Nature of dues ` in Millions Period to which the amount relates

Forum where dispute is pending

Income Tax Act, 1961 Income Tax 0.48 Assessment Year 1998-99 Deputy Commissioner of Income Tax

Income Tax Act, 1961 Income Tax 0.29 Assessment Year 2000-01 Income Tax Officer

Income Tax Act, 1961 Income Tax 7.74 Assessment Year 2005-06 Income Tax Appellate Tribunal (ITAT)


Income Tax Act, 1961 Income Tax 0.64 Assessment Year 2007-08 Bombay High Court


Income Tax Act, 1961 Tax deducted at source

17.64 Assessment Year 2008-09 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Tax deducted at source

5.25 Assessment Year 2008-09 Commissioner of Income Tax (Appeals)


Income Tax Act, 1961 Income Tax 10.93 Assessment Year 2009-10 Income Tax Appellate Tribunal (ITAT)

Income Tax Act, 1961 Income Tax 0.34 Assessment Year 2010-11 Commissioner of Income Tax (Appeals)



Income Tax Act, 1961 Income Tax 75.97 Assessment Year 2012-13 Appeal to be filed with Commissioner of Income Tax (Appeals)

(viii) The Company has neither issued any debentures nor availed any loan from banks, financial institutions or government. Therefore, the provisions of clause 3(viii) of the Order are not applicable to the Company.

(ix) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not raised any money way of initial public offer or further public offer or debt instruments and term loans hence, reporting under clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and

explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) According to information and explanation given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S.R. Batliboi & Associates LLPChartered AccountantsFirm’s Registration Number: 101049W

per Govind AhujaPartnerMembership Number: 48966Place: MumbaiDate: April 18, 2016



Balance Sheet as at 31 March 2016


Particulars Notes As at March 31, 2016 March 31, 2015

Equity and LiabilitiesShareholders’ FundsShare capital 4 16 16 Reserves and surplus 5 1,676 2,238

1,692 2,253 Non-Current LiabilitiesDeferred tax liabilities (Net) 6 18 28 Other long term liabilities 7 56 61

Current LiabilitiesTrade payables 8 7 9 Other current liabilities 9 237 222 Short term provisions 10 90 91 Total Equity and Liabilities 2,100 2,664 AssetsNon-Current AssetsFixed assets 11Tangible assets 1,113 1,181 Intangible assets* - 0 Capital work-in-progress 5 21 Non-current investments 12 99 30 Long term loans and advances 13 146 158 Other non-current assets 14 7 66

Current AssetsCurrent investments 15 485 597 Trade receivables 16 132 130 Cash and Bank Balances 17 22 12 Short term loans and advances 18 56 54 Other current assets 19 37 415

2,100 2,664 Summary of Significant Accounting Policies 3The accompanying notes are an integral part of the financial statements.* value is less than one million `

As per our report of even dateFor S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors ofChartered Accountants 3D PLM Software Solutions LimitedICAI Firm registration number: 101049W





Statement of Profit and Loss for the year ended March 31, 2016


Particulars Notes Year Ended

March 31, 2016 March 31, 2015

Income

Revenue from Operations



Total Revenue 3,355 3,084

Expenditure



Depreciation and amortization expense 11 208 212

Total Expenses 2,499 2,299


Tax expense

Current Taxes 304 258

Adjustment of tax relating to earlier periods (net) (2) 4

Deferred tax (credit)/expense (10) 5

Total tax expense 292 268

Profit for the year 565 518

Earnings per equity share

Basic and Diluted [Nominal value of the shares ` 10 (March 31, 2015 : ` 10)]

30 363.69 333.74










March 31, 2016 March 31, 2015

Cash Flow From/ (Used In) Operating Activities


Adjustment to reconcile Profit / (loss) before tax to net cash flows


(Profit) / Loss on Sale of Fixed Assets 1 (5)

(Profit) / Loss on Sale of Investments (2) (1)

Interest Income (1) (1)

Dividend Income (23) (27)

Unrealised (gain)/loss 29 (35)

Operating Profit / (Loss) before Working Capital Changes 1,069 929


Increase/ (Decrease) in Other Long Term Liabilities (8) 28

Increase/ (Decrease) in Trade Payables (2) (1)

Increase/ (Decrease) in Other Current Liabilities 16 (80)

Increase/ (Decrease) in Short Term Provisions (4) 29

Decrease/ (Increase) in Long Term Loans and Advances 8 (10)

Decrease/ (Increase) in Trade Receivables (3) 9

Decrease/ (Increase) in Short Term Loans and Advances (2) (7)

Decrease/ (Increase) in Other Current Assets 25 (28)

Cash Generated from Operations 1,098 867

Income Taxes Paid (301) (245)

Net Cash Flow from / (used in) Operating Activities (A) 797 622

Cash Flow From/ (Used In) Investing Activities


Proceeds from Sale of Fixed Assets 3 5

Investment in Subsidiary (69) (30)

Purchase of Current Investments (net) (3,551) (2,159)

Proceeds from Sale/Redemption of Investments (net) 3,666 2,274

Fixed Deposit Placed (3) (2)

Fixed Deposit Matured 2 2

Dividend Received 23 27

Net Cash from Investing Activities (B) (48) (76)

Cash flow statement for the year ended March 31, 2016




March 31, 2016 March 31, 2015

Cash Flow From/ (Used In) Financing Activities:

Loans given to the Subsidiary (40) -

Loans repaid by the Subsidiary 40 -

Dividend Paid including dividend tax (742) (545)

Net Cash used in Financing Activities - (C) (742) (545)

Net Increase / (Decrease) In Cash And Cash Equivalents (A+B+C) 7 2

Effect of exchange difference on Cash and Cash Equivalents* (0) 1

Cash and Cash equivalents at the beginning of the year 12 10

Cash and Cash equivalents at the end of the year 19 12


Balances with Banks

In Current Accounts 19 12


Summary of significant accounting policies 3


Cash flow statement for the year ended March 31, 2016 (Contd.)





Sudarshan MogasalePlace: Mumbai (PAN: AAXPM5923B)Date: April 18, 2016 CEO and Manager




3D PLM Software Solutions Limited (‘the Company’) is a 58:42, joint venture between Geometric Limited and Dassault Systemes. The Company is engaged in product development, industrialisation, maintenance, documentation and market support for Product Lifecycle Management (PLM) softwares of Dassault Systemes and also provides the back end support to finance and sales business administration function of Dassault Systemes.


The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of the previous year.


a) Use of estimates


b) Tangible Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation, amortisation and impairment losses if any. Cost includes all expenses related to acquisition and installation of the concerned assets and any directly attributable cost of bringing the asset to the condition of its intended use.



c) Depreciation on Tangible Fixed Assets

Depreciation on fixed assets

The Company has revised the estimated useful life of certain office equipment from 13 years to 5 years to align it with useful lives under Schedule II of the Companies Act, 2013. Pursuant to such change, the carrying value of ̀ 2 million of office equipment whose revised useful life has been exhausted at April 01, 2014, net of deferred tax of ` 1 million has been charged against surplus in the statement of profit and loss.

Depreciation on Tangible Fixed Assets

Leasehold land is amortised on a straight line basis over the period of lease.




Building 28

Computers 3

Electrical Installation 8

Office Equipment 5


Vehicles 5

The management has estimated, supported by independent assessment by professionals, the useful lives of the following classes of assets.


• The useful lives of office premises, electrical installation are estimated as 28 years, 8 years respectively. These lives are lower than those indicated in schedule II.

• The useful lives of vehicles are estimated as 5 years. These lives are lower than those indicated in schedule II.

Notes to financial statements for the year ended March 31, 2016




d) Intangible Assets and related amortisation

Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets are amortised on a straight line basis over the estimated useful economic life. Following initial recognition intangible assets are carried at cost less accumulated amortisation and accumulated impairment loss if any. Intangible assets consist of computer software and are amortised over a period of one year. The amortisation period and amortisation method are reviewed at each financial year end.

e) Leases where the Company is a Lessee


f) Impairment of tangible and intangible assets

The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.





g) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued. If an investment is acquired in exchange for another asset, the acquisition is determined by reference to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is more clearly evident.



h) Foreign Exchange Transactions



Notes to financial statements for the year ended March 31, 2016 (Contd.)






(ii) Conversion




(iv) Forward Exchange Contracts

The Company uses foreign currency forward contracts to hedge foreign currency risk arising from highly probable forecast transaction of reserves.

The Company designates these forward contracts in a hedge relationship by applying the hedge accounting principles of AS 30 Financial Instruments: Recognition and Measurement.

For the purpose of hedge accounting, hedges are classified as Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognized firm commitment.

Hedges that meet the strict criteria for hedge accounting are accounted for as follows:

Cash flow hedges are accounted as follows:

The company uses foreign currency forward contracts as hedges of its exposure to foreign currency risk in forecasted transactions and firm commitments.

The effective portion of the gain or loss on the hedging instrument is recognized directly under shareholders fund in the cash flow hedging reserve, while any ineffective portion is recognized immediately in the statement of profit and loss.

Amounts recognized in the hedging reserve are transferred to the statement of profit and loss when the hedged transaction affects profit or loss, such as when the hedged income or expense is recognized or when a forecast sale occurs.

If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognized in the hedging reserve is transferred to the statement of profit and loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is

revoked, any cumulative gain or loss previously recognized in the hedging reserve remains in the hedging reserve until the forecast transaction or firm commitment affects profit or loss.

In accordance with AS 30, such forward exchange contracts, which qualify for cash flow hedge accounting and where Company has met all the conditions of AS 30, are fair valued at balance sheet date and the effective portion of the resultant exchange gain/loss is credited/debited to the hedging reserve included in the Reserves and Surplus. The ineffective portion relating to foreign currency contracts is recognized immediately in the statement of profit and loss. Amount recognized in the Hedging reserve is transferred to the statement of profit and loss when the hedged transactions affect earnings such as when a forecast sales occurs. In case, these forward contracts do not meet the criteria for hedge accounting, the gain/loss on fair valuation is recorded in the statement of profit and loss.

Hedge accounting is discontinued from the last testing date when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Cumulative gain or loss on such hedging instrument recognized in shareholder’s funds is retained there until the forecasted transaction occurs. If the forecast transaction is no longer expected to occur, the net cumulative gain or loss recognized in shareholders’ funds is transferred to statement of profit and loss for the year. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense for the year.

i) Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized.


Revenue from time and material contracts for software services is recognized when the related services are rendered to the customers. In case of fixed price contracts, which are generally time bound, revenue is recognized over the life of the contract using proportionate completion method, on the basis of work completed.

Unbilled revenue included in other current assets represents revenues recognized for efforts incurred but not billed as at the balance sheet date. Deferred revenue included in current liabilities represents billing in excess of revenue recognized.




(All amounts in millions unless otherwise stated) Income from reimbursable assets


Interest


Dividend

Revenue is recognized when the right to receive payment is established by the balance sheet date.

j) Income Tax


Deferred income taxes reflects the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years.


At each reporting date the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. MAT credit is recognized as an asset only to the extent there is convincing evidence that the Company will pay normal income tax during the specified period i.e. the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the guidance note on Accounting for credit available in respect of Minimum Alternative Tax under the Income Tax Act, 1961, issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit and loss account and shown as “MAT Credit Entitlement” asset. The Company reviews the “MAT Credit Entitlement” asset at each reporting date and writes down asset to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

k) Retirement and Employee Benefits

Retirement benefits in the form of Provident Fund and Superannuation are defined contribution schemes. The Company has no obligation other than the contribution payable to the funds. The Company recognizes contribution payable to the provident fund and superannuation scheme as an expenditure when an employee renders the related services.



The company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The company presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.





l) Provisions


m) Segment Reporting

The Company is exclusively engaged in the business of Software Development for Dassault Systemes and its affiliates. Accordingly, in terms of AS 17 on Segment Reporting, its operations are considered to constitute one single primary segment. The Secondary segments are geographical areas by location of customers.

n) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events

such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.


o) Contingent liabilities


p) Cash and cash equivalents


As at

March 31, 2016 March 31, 2015

4. Share Capital

Authorised :

2,700,000 (March 31, 2015: 2,700,000) Equity shares of ` 10 each and 27 27

300,000 (March 31, 2015: 300,000) Class ‘A’ and Class ‘B’ Equity Shares of `10 each with differential voting rights

3 3

30 30

Issued, Subscribed and Paid Up :

1,373,246 (March 31, 2015: 1,373,246) Equity shares of ` 10 each fully paid 14 14

72,965 (March 31, 2015: 72,965) Class ‘A’ Equity Shares of ` 10 each fully paid 1 1

105,989 (March 31, 2015: 105,989) Class ‘B’ Equity Shares of ` 10 each fully paid 1 1

16 16

a. Terms/rights attached to equity shares

1,373,246 equity shares of the face value of ` 10 each fully paid carry a single voting right (1 vote for every single share held)

72,965 Class 'A' equity shares of `10 each fully paid have differential voting rights of 2 votes for every one such share held

105,989 Class 'B' equity shares of ` 10 each fully paid have differential voting rights of 2 votes for every one share held and one additional vote each on:





As at

March 31, 2016 March 31, 2015

i. a change in control that has ocurred due to actions by any person regarded as a Dassault Systemes Competitor as defined in the Shareholder's Agreement; or

ii. Upon issuance of the "Notice of Increase" as defined in the Shareholders Agreement.

Each equity share carries equal dividend rights irrespective of the class of shares to which it belongs.

The dividend proposed by the board of Directors is subject to approval of shareholders in the ensuing General Meeting

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company.

The distribution will be in proportion to the number of equity shares held by the shareholders.

b. Details of shareholders holding more than 5% shares in the company and shares held by holding company

(i) Equity Shares

Geometric Limited (Holding Company) Refer note 35



Dassault Systemes SA France






1,373,246 1,373,246

(ii) Class 'A' Equity Shares




72,965 72,965

(iii) Class 'B' Equity Shares




105,989 105,989

c. Aggregate number of shares issued for consideration other than cash and during the period of five years immediately preceding the reporting date:

Equity shares (issued on July 1, 2011) 87,246 87,246

Class 'A' Equity Shares (issued on July 1, 2011) 72,965 72,965

Class 'B' Equity Shares (issued on July 1, 2011) 105,989 105,989

266,200 266,200

4. Share Capital (contd.)





As at

March 31, 2016 March 31, 2015

5. Reserves and Surplus

General Reserve

Balance as per last financial statements 208 156

Add: Transfer from surplus balance in the statement of profit and loss 57 52

265 208

Cash Flow Hedging Reserve

Balance as per last financial statements 391 (58)

Add/ Less : Movement during the year (net) (384) 449

7 391

Securities Premium 304 304

Capital Redemption Reserve 1 1

Capital Reserve 1 1

Surplus in the statement of Profit and Loss

Balance as per last financial statements 1,333 1,413

Add : Net Profit for the year 565 518

Less : Interim Dividend (616) (466)

Less : Dividend Distribution Tax (125) (79)

Less : Adjustment pursuant to revision in useful life of assets (Net of tax impact) (Refer note 3C) - (1)

Less : Transfer to General Reserve (57) (52)

Net Surplus in the statement of Profit and Loss 1,099 1,333

1,676 2,238

6. Deferred Tax Liability (Net)

Deferred Tax Liability

Difference in depreciation of tax books and financial books 37 43

Deferred Tax Asset

Effect of expenditure debited to Statement of Profit and Loss account in the current year but allowed for tax purposes in following year

(18) (15)

18 28

7. Other Long Term Liabilities


Forward Contract Payable 4 -

56 61

8. Trade Payables

Trade Payables (Refer note 34) 7 9

7 9





As at

March 31, 2016 March 31, 2015

9. Other Current Liabilities


Retention Money 1 2

Accrued Expenses 88 89

Statutory Liabilities 34 30

Deposits from Vendors* 0 0

Advances from customers 1 -

Payables to Related Parties



Capital Creditors 25 23

Others Payables 24 21

237 222


10. Short Term Provisions

Provision for taxation (net of advance tax) 3 -


Gratuity 32 48

Compensated Absences 55 43

90 91


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As at

March 31, 2016 March 31, 2015

12. Non Current Investments

Trade Investment (Valued at cost unless stated otherwise)

Investment In Subsidiary Company

Unquoted, fully paid

3,010,000 (March 31, 2015 : 3,010,000) Equity shares of 3D PLM Global Services Private Limited of face value `10 each

30 30

6,900,000 (March 31, 2015 : NIL) Preference Shares of 3D PLM Global Services Private Limited of face value ` 10 each

69 -

99 30

13. Long Term Loans And Advances

Unsecured, considered good

Capital Advances

Godrej and Boyce Manufacturing Company Limited. - 3

Other Capital Advances 2 4

Rental Deposit to Related Parties* 0 -

Godrej and Boyce Manufacturing Company Limited.* 0 0

Security Deposits 32 32

Others - -

Service Tax Receivable 68 75

Advance Income Tax (net of provisions for taxation) 43 41

Fringe Benefit Tax 1 1

A 146 158

Unsecured, considered doubtful

Service Tax Receivable 2 2

Less : Provision for doubtful advances 2 2

B - -

(A + B) 146 158

14. Other Non Current Assets

Deposits in Banks (with remaining maturity greater than twelve months) 7 10

[Pledged with bankers for obtaining bank guarantees `5.4 millions (March 31, 2015: ` 5.7 millions)]

Forward Contracts Receivable - 57

7 66






As at

Units Face Value March 31, 2016 March 31, 2015

15. Current InvestmentsOther Than Trade, Unquoted, Fully Paid Up (At Lower Of Cost Or Fair Value)Investments in Mutual FundsBaroda Pioneer Liquid Fund - Plan B Daily Dividend- Re-investment

5,036.50 1,000.00 - 5

Birla Sunlife Cash Manager - Reg - DDR 495,854.31 100.00 - 50 Birla Sunlife Treasury Optimizer - Regular -MDR 592,566.41 100.00 - 61 DSP BlackRock Ultra Short Term Fund- Regular Daily Dividend

8,030,217.76 10.00 - 80

Franklin India Low Duration Fund- MDR 1,947,935.82 10.00 - 20 Franklin India Saving Plus-Reg DDR 3,800,442.86 10.00 - 38 HDFC Liquid Fund-Dividend-Daily Reinvest 5,394,800.84 10.00 - 55 ICICI Pru Banking & PSU Debt Fund- Regular DDR 3,548,285.40 10.00 - 36 ICICI Pru Ultra Reg DDR 4,001,459.46 10.00 - 40 Reliance Liquid Fund - Cash Plan - DDR- Reinvestment 67,492.22 1,000.00 - 75 Reliance Money Manager Fund - Direct -DDR 80,313.37 1,000.00 - 80 Religare Invesco Credit Opportunities Fund-DDR 35,696.54 1,000.00 - 36 Sundaram Select Debt Short Term Asset-Div-Quarterly 1,825,983.75 10.00 - 20 Birla Sunlife Cash Manager - Reg - DDR 797,893.32 100.00 80 - BNP Paribas Overnight Fund Direct Plan-Daily Dividend 90,032.44 1,000.00 90 - HDFC Floating Rate Income Fund - Short Term - Wholesale - DDR

2,995,079.96 10.00 30 -

HDFC Liquid Fund-Dividend-Daily Reinvest 8.76 1,000.00 0 - ICICI FMP series 78-95 D Plan K cum 2,500,000.00 10.00 25 - Reliance Liquid Fund - Cash Plan - Ddr- Reinvestment 14,630.17 1,000.00 16 - Reliance Medium Term Fund-Daily Dividend Plan 5,663,582.33 10.00 97 - Reliance Quarterly Interval Fund - Series Ii-Growth Plan Growth Option

978,186.44 10.00 20 -

Religare Invesco Medium Term Bond Fund - Monthly Dividend

35,080.91 1,000.00 36 -

Sundaram ultra short term fund R DDR 6,020,452.48 10.00 60 - UTI fixed income interval fund Quarterly Interval plan III Direct plan dividend

2,995,686.21 10.00 30 -

485 597 Aggregate value of unquoted investments 485 597 Aggregate value of quoted investments - -

As at

March 31, 2016 March 31, 2015

16. Trade Receivables (Unsecured, Considered Good)

Debts outstanding for a period exceeding six months from the date they are due for payment - -

Other Debts 132 130

132 130





As at

March 31, 2016 March 31, 2015



Cash in hand - -

Balances with Banks


Cheques in Hand - -

Total- Cash and Cash Equivalents 19 12

Other bank balances

In Deposit Accounts with remaining maturity of less than twelve months [Pledged with bankers for obtaining bank guarantees ` 1.3 Millions (March 31, 2015 : NIL)

3 -

22 12

18. Short Term Loans And Advances (Unsecured, Considered Good)

Secured Considered, Good

Deposits to Related Parties

Godrej and Boyce Manufacturing Company Limited.* - 0

Receivables from Related Parties - -

Geometric Americas Inc 2 1

Geometric Europe GmbH* 0 -

Geometric Asia Pacific Pte* 0 0

Geometric Limited* 2 0

Prepaid expenses 7 8

Advances to vendors and employees 44 44

Advance recoverable in cash or kind 1 1

A 56 54

Unsecured , considered doubtful

Advances recoverable in cash or kind 1 -

Less : Provision for doubtful advances 1 -

B - -

(A + B) 56 54


19. Other Current Assets (Unsecured, Considered Good)

Forward Contracts Receivable 14 368

Accrued Interest 2 2

Unbilled Revenue 1 12

Other Receivables 20 33

37 415





Year Ended

March 31, 2016 March 31, 2015

20. Other Income Dividend Income on current investments 23 27 Interest IncomeInterest on Bank Deposits 1 1 Interest on Loan 2 - Other Interest* 0 0 Other Non Operating IncomeGain on Sale of Assets (Net) - 5 Gain on sale of current investments (Net) 2 1 Miscellaneous Income 3 2 Shared Service Income 3 - Excess Provision written back 2 3 Foreign Exchange Difference (net) 313 135

350 174

21. Employee Benefit ExpensesSalaries, Bonus and Allowances 1,758 1,598 Gratuity Expenses 32 47 Contribution to Provident and Other Funds 96 86 Staff Welfare Expenses 83 72

1,968 1,803

22. Operating And Other ExpensesElectricity Expenses 67 64 Facility Charges 52 41 Rates and Taxes 5 2 Rent 50 48 Lease Rent - Assets 3 4 Repairs and Maintenance:Computers 23 18 Buildings 9 5 Others 21 14 Insurance 4 4 Travelling and Conveyance Expenses 16 20 Communication Expenses 4 4 Legal and Professional Charges 18 13 Staff Recruitment Expenses 4 5 Director sitting fees* 0 - Loss on Sale of Assets (Net) 1 - Balances written off* 1 0 Shared Service Cost 27 29 Corporate Social Responsibility Expenses 4 - Miscellaneous Expenses 15 14





(All amounts in millions unless otherwise stated)23. Capital and other commitments Estimated amount of contracts remaining to be executed, net of advances to the extent not provided for ` 20 millions (March 31, 2015:

` 39 millions).


24. Pending litigation

Particulars As at

March 31, 2016 March 31, 2015Contingent liabilities : ` `Income Tax Demand (TDS)* 24 24 Income Tax Demand* 57 28 VAT Demand* 12 12 Claims against the Company not acknowledged as debts** 5 5 Total 97 69

* Pending the settlement of the dispute and based on management estimate of likelihood of outcome, the Company has not provided these amounts in books.

** The Company filed a civil suit against an employee in India in 2008 claiming damages of ` 578 million for data theft of intellectual property. Against this, the employee has filed counter claim of ` 5 million in 2009 towards wrongful removal and mental agony. The company has been advised by its legal counsel that it is possible, but not probable, the action will succeed and accordingly no provision for liability has been recognized in the financial statements.

25. Accounting for leases The Company has taken equipment, cars, furniture and various office premises, under operating lease arrangements for terms ranging

from 1 to 5 years.


Operating Lease Year Ended

March 31, 2015 March 31, 2015

` `Lease payments 56 55


Not later than one year 45 55 Later than one year but not later than five years 6 49






As at

Purpose March 31, 2016 March 31, 2015

Foreign Currency INR Amount Foreign Currency INR Amount

Hedge of receivables* USD - - 0.26 0

EUR 1.53 3 1.85 33

Hedge of highly probable foreign currency sales USD 24.71 1,732 25.94 1,793

EUR 22.60 1,901 21.60 2,026

Unhedged Foreign Currency Exposure - - - -

Bank Balance USD 0.05 3 0.04 3

EUR 0.05 3 0.02 2

Other Payables* USD 0.33 22 0.39 25

CAD 0.00 0 0 -* value is less than one million `




Holding Company Geometric Limited (Refer Note 35)

Subsidiary Company 3D PLM Global Services Private Limited

Fellow Subsidiaries Geometric Americas Inc.


Geometric Asia Pacific Pte. Ltd.


Party having substantial interest and exercising significant influence Dassault Systemes SE

Other related parties (Affiliates of Dassault Systemes SE) Dassault Systemes Simulia Corp.

Dassault Data Services Suresness

Dassault Systemes (Shanghai) Information Technology Co. Ltd.

Dassault Systemes Deutschland GmbH

Dassault Systemes Canada Inc.

Dassault Systemes India Pvt. Ltd.

Dassault Systemes Israel

Dassault Systemes Italia, SRL

Dassault Systemes K.K.

Dassault Systemes Service, LLC

Dassault Systemes Simulia Corp.

Dassault Systemes Innovation Tech. Korea





Other related parties (Affiliates of Dassault Systemes SE) Dassault Systemes Americas Corp.

Dassault Systemes Canada Innovation Technologies Inc

Dassault Systemes Enovia Corp.

Dassault Systemes SolidWorks Corporation

SmarTeam Corp Ltd.

Spatial Corporation

Dassault Systemes UK Ltd.

Dassault Systemes AB

Dassault Systemes Korea Corp

Realtime Technology AG

Dassault Systemes Russia Corp.

Dassault Systemes España

Dassault Systemes Singapore

Dassault Systemes 3DExcite GmbH


Key Management Personnel Mr. Sudarshan Mogasale (C.E.O. & Manager)


Note: Corresponding previous quarter figures are given in brackets:

Nature of Transaction Year Ended March 31, 2016

Holding Company Subsidiary Company Fellow Subsidiaries

Party Having Substantial Interest

Other Related Parties

Revenue - - - 1,417 1,588

- - (-) (1,485) (1,425)

Purchase of Fixed Assets* - - - - 8

- - (-) - (0)

Rent Cost towards Leased Premises*

0 - - - 0

(0) - (-) - (0)

Rent Income 1 - - - 1

(1) - (-) - (1)

Shared Service Cost 27 - - - -

(29) - (-) - -

Shared Service Income - 3 - - -

- - (-) - -

Reimbursement of Common Cost 7 - - - -

(8) - (-) - -

Recovery of travel expenses* 0 1 - 75 43

- - (-) (86) (59)










Recovery of Hardware Cost - - - 37 25

- - (-) (77) (21)

Advance Recoverable/ Recovered during the year

1 1 4 18 30

(1) (1) (8) - -

Advance Payable* 0 1 1 - -

(0) - (-) - -

Interim Dividend Paid 357 - - 153 106

(270) - (-) (116) (80)

Loan given to subsidiary - 40 - - -

- - (-) - -

Loan given to subsidiary repaid - 40 - - -

- - (-) - -

Interest on loan (Income) - 2 - - -

- - (-) - -

Security Deposit Recovered* - - - - 0

- - (-) - (2)

Security Deposit paid* - - - - -

- - (-) - (0)


Infrastructure Deposit Written Off*

- - - - - (-) (-) (-) (-) (0)

Other Expenses* - - - - 1 (-) (-) (-) (-) (0)

Advances given for purchases - - - - - (-) (-) (-) (-) (3)





Investment in shares of the subsidiary (Preference Shares)

- 69 - - -

(-) (-) (-) (-) (-)

Investment in shares of the subsidiary (Equity Shares) - - - - -

(-) (30) (-) (-) (-)


March 31, 2016 March 31, 2015


Sudarshan Mogasale 8 6






Out of the above items transactions with other related parties and fellow subsidiaries in the excess of 10% of the total related party transactions are as under:

Transactions and Related Parties Year EndedMarch 31, 2016 March 31, 2015

Revenue

Dassault Systemes SE 1,417 1,485

Dassault Systemes Enovia Corp. 2 3

Dassault Systemes Americas Corp 708 638

DS SolidWorks Corporation 381 315

Purchase of Fixed Assets - -


Rent cost towards leased premises - -



Rent Income - -

Geometric Limited 1 1

Godrej and Boyce Manufacturing Company Limited 1 1

Shared Service Cost - -


Shared Service Income

3D PLM Global Services Private Limited 3 -

Reimbursement of common cost - -


Recovery of expenses - -



Dassault Systemes SE 75 48

Recovery of travel expenses - -




Recovery of Hardware cost - -

Dassault Systemes 3DExcite GmbH 9 -



Advances recoverable/ recovered during the year - -

Geometric Americas Inc. 4 6








Transactions and Related Parties Year EndedMarch 31, 2016 March 31, 2015

Advances Payable - -




Investment in shares of Subsidiary (Preference Shares) - -


Investment in shares of Subsidiary (Equity Shares) - -

3D PLM Global Services Private Limited - 30

Interim Dividend paid - -

Dassault Systemes Americas Corp. 106 80



Loan given to subsidiary - -


Loan given to subsidiary repaid - -


Security Deposit recovered - -

Godrej and Boyce Manufacturing Company Limited* 0 2

Security Deposit paid - -


Infrastructure Deposit Written Off - -


Other Expenses - -

Godrej and Boyce Manufacturing Company Limited* 1 0

Advances given for purchases - -

Godrej and Boyce Manufacturing Company Limited - 3

Interest of loan (Income) - -



1. Holding Company :a. Other Payables Geometric Limited 2 -

. b. Advances Receivable Geometric Limited- France Branch* 0 0 Geometric Limited 1 -








2. Fellow Subsidiaries :a. Advances Receivable Geometric Americas Inc. 2 1 Geometric Asia Pacific Pte. Ltd. (Korea Branch)* 0 0 Geometric China, Inc* 0 - Geometric Europe, GmbH* 0 -

b. Advances Payable Geometric Americas Inc. 1 -

3. Party having substantial interest: a. Trade Receivables Dassault Systemes SE 115 100

b. Other Receivables Dassault Systemes SE 5 21

c. Unbilled Revenue Dassault Systemes SE* 0 1

4. Other Related Parties :a. Trade Receivables Dassault Data Services Suresness* 2 0 Dassault Systemes Deutschland GmbH* - 0 Dassault Systemes Canada Innovation Technologies Inc. 5 - Dassault Systemes India Private Limited* 1 0 Dassault Systemes Israel - 20 Dassault Systemes España* - 0 Spatial Corporation - 6 Dassault Systemes Innovation Tech. Korea* - 0 Dassault Systemes 3DExcite GmbH 7 2 Dassault Systemes UK Ltd.* 0 - Dassault Systemes Italia, Srl* 0 - Dassault Systemes Singapore* 0 -

b. Other Receivables Dassault Systemes Israel* - 0 Dassault Systemes Canada Innovation Technologies Inc.* 0 - Dassault Systemes Innovation Tech. Korea* - 0 Dassault Systemes India Private Limited* 0 Dassault Systemes Simulia Corp.* 0 - Dassault Data Services Suresness* 0 - Dassault Systemes 3DExcite GmbH* 0 - Godrej and Boyce Manufacturing Company Limited 1 -








c. Deposits Godrej and Boyce Manufacturing Company Limited* 0 0

d. Trade Payables and Other Liabilities Dassault Systemes Americas Corp. 21 20

e. Unbilled Revenue Dassault Systemes Service, LLC - 6 Dassault Systemes Canada Inc.* - 0 Dassault Systemes Simulia Corp. - 1 Dassault Systemes Solidworks Corporation* 0 - Dassault Systemes India Private Limited - - Dassault Systemes Americas Corp* 0 1 Dassault Systemes (Shanghai) Information Technology Co. Ltd.* 0 - Dassault Systemes Canada Innovation Technologies Inc. - 3 Dassault Systemes Singapore* 0 - Godrej and Boyce Manufacturing Company Limited - 1 Dassault Systemes Russia Corp. 1 -

f. Advance Given Godrej and Boyce Manufacturing Company Limited - 3

28. Employee benefits

a. Defined Contribution Plan

Contribution to defined contribution plan, recognised in the statement of profit and loss under Employee benefit expenses, Contribution to provident and other funds, in Note 22 for the year are as under:


March 31, 2016 March 31, 2015

Contribution to Provident Fund 75 66












Gratuity

I Reconciliation of opening and closing balances of Defined Benefit obligation Present Value of Defined Benefit obligation as at the beginning of the period/year 191 141 Interest Cost 14 13 Current Service Cost 37 34 Settlement cost / (credit) (11) (1) Benefits paid (9) (7) Net Actuarial Loss / (Gain) (9) 11 Present Value of Defined Benefit obligation as at the end of the period/year 213 191 II Reconciliation of fair value of plan assets - - Fair value of plan assets as at the beginning of the period/year 143 116 Expected return on plan assets 13 10 Net Actuarial Gain / (Loss)* (2) 0 Amount paid on settlement (11) (1) Employer’s contribution 48 24 Benefits paid (9) (7) Fair value of plan assets as at the end of the period/year 181 143 III Actual return on plan assets 11 10 IV Net Liability recognised in Balance Sheet - - Present Value of Defined Benefit obligation 213 191 Fair value of plan assets 181 143 Net liability recognised in Balance Sheet 32 48 V Actuarial assumptions Mortality Table: I.A.L.M 2006-08

ULTIMATEI.A.L.M 2006-08

ULTIMATE Discount rate 7.60% P.A. 7.80% P.A. Expected rate of return on Plan Assets 8.00% P.A. 8.00% P.A. Salary escalation 11.50% P.A. 11.50% P.A.



Interest Cost 14 13

Expected Return on Plan Asset (13) (10)


Settlement (gain) / loss* - (0)

Total expenses recognised in the statement of Profit and Loss, under Employee benefit expense

32 47


28. Employee benefits (contd.)






Plan Assets:

Particulars As At

March 31, 2016 March 31, 2015


Amounts for the current period and previous four years are as follows:

Particulars Gratuity

March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012

Defined Benefit Obligation 213 191 141 107 84

Plan Assets 181 143 116 90 50

Surplus/ (Deficit) (32) (48) (25) (17) (13)

Experience adjustments on plan liabilities-(loss)/gain 12 5 (7) 3 (2)

Experience adjustments on plan assets- (loss)/gain* (2) 0 10 6 (1)




March 31, 2016 March 31, 2015

Expenditure in foreign currency (Accrual basis)

Onsite salary 4 6

Others 2 2

7 9

Earnings in foreign currency (Accrual basis)

Income from software development and sale of software 3,004 2,908

3,004 2,908

Value of imports (C.I.F. basis)

Capital goods 125 190

125 190






29. Additional information pursuant to the provisions of paragraph 5 of Part II of the schedule III to the Companies Act 2013 (contd.) Auditors remuneration (As Auditors’)


March 31, 2016 March 31, 2015

a) As Auditors

Audit fees 4 2

b) In Other Capacity


c) Reimbursement of expenses* 0 0

4 3


Dividend remitted in foreign currency


Currency March 31, 2016 March 31, 2015

Dividend Remitted in foreign currency

Number of non-resident Shareholders 2 2

Number of equity shares held on which dividend was due 1 1

Amount remitted USD 2 3

EUR 2 -

30. Earnings per share


The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the yearParticulars Year Ended

March 31, 2016 March 31, 2015Net profit for the year available for equity shareholders 565 518 Weighted average number of shares 1,552,200 1,552,200Earnings per share (Basic and Diluted) in `* 0 0

31. Corporate social responsibility

As per Sec 135 of the Companies Act, 2013 and rules therein, the Company is required to spend atleast 2% of the average net profits of past three years towards Corporate Social Responsibility (CSR). Details of CSR expenditure are as follows:

Particulars Year EndedMarch 31, 2016 March 31, 2015

Gross amount required to be spent 15 14 Spent during the year in cash towards educational purposes 4 NIL






a) Primary Segments

The Company is exclusively engaged in the business of Software Development for Dassault Systemes and its affiliates. Accordingly, in terms of AS 17 on Segment Reporting, its operations are considered to constitute one single primary segment.


Revenue


Region Year Ended

March 31, 2016 March 31, 2015

` `

US 1,434 1,286

Europe 1,484 1,511

Asia Pacific (excluding India) 24 44

Middle East 62 67

India 1 3

Total 3005 2910

The following table shows the carrying amount of segment assets and addition to segment assets by Geographical area in which assets are located.

Particulars Carrying amount of segment assets


As at As at For Year Ended For Year Ended

March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015

US 17 17 - -

Europe 125 125 - -

Middle East 21 21 - -

Asia (excluding India)* 0 0 - -

India 1,832 1,832 145 170

Total 1,996 1,996 145 170

33. Employee stock options

Certain employees of the Company have been allotted Employee Stock Options in Geometric Limited. The Company has not incurred any expenses for issuing such options.







(All amounts in millions unless otherwise stated)35. Scheme of arrangement

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

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

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

Thereafter, the GL, comprising the shares held by it in 3D PLM (“Remaining Undertaking”) shall be merged and amalgamated with 3D PLM. In consideration of the amalgamation, 3D PLM shall issue and allot to each resident shareholder of the GL and, subject to approval by the Reserve Bank of India (‘RBI’), all non-resident shareholders of the GL, 1 (one) fully paid up redeemable preference share of `68 each (“Redeemable Preference Share”) in 3D PLM for every 1 (one) fully paid up equity share each of the GL. In case, the approval of the RBI is not received, such shareholders shall be issued and allotted 24 fully paid unlisted equity shares of ` 10 each of 3D PLM for every 1793 fully paid up equity shares of ` 2 each of the GL held by such shareholders which shall be compulsorily purchased by Dassault Systemes and/or its nominees immediately on issuance at a price of ` 5080.30 per equity share.


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

The Appointed Date of the Scheme is March 31, 2016.

36. Previous year comparatives

Previous year figures have been regrouped/reclassified, where necessary, to conform to this year’s classification.




3D PLM Global Services Private Limited


3D PLM GLOBAL SERVICES PVT. LTD.

Financial Statementsfor the year ended March 31, 2016




Board’s Report

To The Members, 3D PLM Global Services Private Limited

The Directors have pleasure in presenting the Second Annual Report on the business and operations of the Company for the year ended March 31, 2016.

I. FINANCIAL STATEMENT AND RESULTS:

1. Financial Results:

Your Company’s financial performance for the year under review has been encouraging and is summarised below


Particular’s FY16 FY15

Net Sales 354.88 3.47

Total Income from Operations 354.88 3.47

Total Expenses other than Depreciation & Finance Cost 293.81 7.55

Profit from Operations before Other Income, Finance Cost & Exceptional Items 61.07 (4.08)

Depreciation 22.34 0.16

Profit from Operations before Other Income, Finance Cost & Exceptional Items 38.73 (4.24)

Foreign Exchange Gain/ (Loss) (1.90) (0.01)

Other Income 1.23 -

Profit before Finance Cost & Exceptional Items 38.06 (4.25)

Finance Cost 2.34 -

Profit after Finance Cost but before Exceptional Items 35.72 (4.25)

Exceptional Items - -

Profit Before Tax 35.72 (4.25)

Tax Expense 0.27 -

Net Profit for the period 35.46 (4.25)

Available for appropriation - (4.25)

Surplus Carried Forward 35.46 (4.25)

2. Operations (Nature of Business):

The operations of your company is in the field of Software Services, IT and Engineering services and all other related areas including design, development, testing, integration, migration, up gradation, support and maintenance. Main objective of the company is to be scalable & efficient as a supplier for Dassault Systèmes, Geometric and Dassault Systèmes Partners by way of becoming Global Delivery Centre for Services on Dassault Systèmes products and deliver high quality of work at optimum cost. The core purpose of the organization is in order to accelerate, ease and ensure the realization of Dassault Systèmes’ 3DEXPERIENCE platform.

3. Report On Performance Of Subsidiaries, Associates And Joint Venture Companies:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

4. Dividend:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the Financial Year under review.

5. Transfer To Reserves:

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Statement of Profit and Loss.



6. State of the Company’s Affairs:

This is the first full-fledged Financial Year since we started our commercial operations during last year. During this year, we have achieved a turnover of ` 35.49 crores and made a profit of ` 3.58 crores. This was possible mainly due to the aggressive strategy to penetrate the market coupled with faster ramp up of the recruitment, training and infrastructure. The company launched new service offerings, won some new customers in Partners category and introduced “factory model” to deliver the services. The company also built and deployed a comprehensive Quality System to ensure all projects are delivered with good quality.

During the year company has added 265 permanent employees (net additions). It had voluntary employee turnover of 5% for the full year which is much lower than Industry in general.

Your directors are very hopeful for the bright future of the company and continue to grow the business in the years to come.

7. Share Capital:

During the year under review, the Company has increased its Preference Share Capital 55,00,000 and 14,00,000 6.5% redeemable preference shares of ` 10/- each to 3D PLM Software Solutions Ltd, the holding company, pursuant to the circular resolution passed on April 13, 2015 and June 12, 2015 respectively which was in accordance to section 175 of the companies Act, 2013.

As on March 31, 2016, the subscribed and paid-up capital of the Company is ` 3,01,00,000 [Rupees Three Crores and One Lakh only] divided into 30,10,000 [Thirty Lakhs and Ten Thousand) Equity Shares and ` 6,90,00,000 [Rupees Six Crores and Ninety Lakhs only] divided onto 69,00,000 [Sixty nine Lakhs] 6.5% Redeemable Preference Shares of ` 10/- each.

8. Revision of Financial Statement:


9. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

10. Disclosures under Section 134(3)(l) of the Companies Act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the Financial Year of the Company and date of this report.

11. Disclosure of Orders passed by Regulators or Courts or Tribunal:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

12. Particular of Contracts or Arrangement with Related Parties:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

13. Particulars of Loans, Guarantees and Investment and Securities:

The Company has taken Working Capital Loan of ` 40 Mn from 3D PLM Software Solutions Limited and no guarantees and securities were provided during the Financial Year under review.

14. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued during the Financial Year under review any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

15. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.




16. Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

17. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

II. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Board of Directors & Key Managerial Personnel:

Mr. Manish Tambe as Manager and Chief Operating Officer, for a period upto 3 years, with effect from May 4, 2015 to May 3, 2018 pursuant to provisions of Section 196, 197 and other applicable provisions if any, of the Companies Act, 2013, in accordance with circular resolution passed in April 13, 2015.

Mr. Manu Parpia, Mr. Sudarshan Mogasale, Mr. Jean Balleidier and Mr. Rene Lo Negro appointed as an Independent Directors of the Company for a term of five years at Annual General Meeting held on July 15, 2015 in accordance with the provisions of Section 149, 152 and all other applicable provisions of the Companies Act, 2013

Ms. Sunipa Ghosh (ACS No. 22216) was appointed as Company secretary of the company pursuant to the provisions as per section 203 companies Act, 2013 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies Act, 2013 at the Board Meeting held on July 15, 2015.

Mr. Shashank Patkar, has resigned as director in the company pursuant to the provisions of Section 168 of the Companies Act, 2013 with respect to circular resolution passed on June 4, 2015.

Mr. Patrick Derouin was appointed as Chief Executive Officer of the Company w.e.f July 15, 2015.

2. Disclosure Statement on declaration given by Independent Directors:

The Company has received declarations form all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming their independence vis-à-vis the Company.

3. Disclosures related to Board, Committees and Policies:

a. Board Meetings:

Board meetings were held on April 13, 2015, July 15, 2015, November 4, 2015 and January 21, 2016. The necessary quorum was present at all the meetings.

b. Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

c. Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

d. Fraud Reporting:

During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.




e. Directors Responsibility Statement:



b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ending on March 31, 2016 and of the profit of the Company for the year ended on that period;



e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and


III. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

1. Observations of Statutory Auditors on Accounts for the year ended March 31, 2016:

The observations made by the Statutory Auditors in their report for the Financial Year ended March 31, 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. Ratification of Appointment of Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of 5 years at the First Annual General Meeting held on July 15, 2015. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing (Second) Annual General Meeting. The Company has received a certificate from the said Auditors confirming that their appointment, if ratified, would be within the prescribed limit under Section 139 of the Companies Act, 2013 and that they are not disqualified to act as the Auditors and are eligible to continue to hold office as Statutory Auditors of the Company. Your Directors recommend the ratification of appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

IV. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

1. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report.





2. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended March 31, 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure II-MGT-9 which forms part of this Report.

3. Sexual harassment:


V. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the employees, customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, various regulatory authorities and Central and State Governments for their consistent support and encouragement to the Company.

On behalf of the Board of Directors

MANU PARPIA SUDARSHAN MOGASALE Chairman Director DIN: 00118333 DIN: 02273753

April 18, 2016 Mumbai

CIN: U72900MH2014PTC259502

Registered office: Plant 11, 3rd Floor Pirojshanagar, Vikhroli (West), Mumbai 400079 Tel No.: 022 6705 6500 Fax No.: 022 6705 6891 E-mail: [email protected] Website: www.3dplmglobal.com



Annexure ‘I’ to the Board’s Report

Particulars as prescribed under section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

(i) Steps taken or impact on conservation of energy:

The Company’s operations are not energy-intensive. However, significant measures are taken to reduce energy consumption by adopting various measures for optimal utilization of electricity by stringent control on area of utilization, using energy efficient computers, using energy efficient equipment, using natural lighting, additionally stringent control on air-conditioning by putting VFD and VRF’s and lighting during the off working hours and days.

Further al l the lights in the offices are LED base. This is as per GO Green initiative that we have taken. This will help in further efficiency of the premises.

(ii) Steps taken by the company for utilizing alternate sources of energy:

The company is setting up its new facility. We are yet to evaluate the options if any available.

(iii) Capital investment on energy conservation equipment:

We are going to implement the concept of virtualization of IT Assets to reduce Computer Hardware requirements, as soon as it becomes financially viable for us. We have not implemented virtualization as of now because the volume of servers is quite less. We will definitely explore this possibility as and when needed in future.

B. Technology Absorption:

The disclosure of particulars with respect to Technology Absorption is given below:-

(i) Efforts made towards Technology Absorption:

Our aim is to become a Global Delivery Centre for Services on Dassault Systèmes products and deliver high quality of work. Therefore the main focus is on building expertise in DS products and so that good quality services are delivered. Towards this objective we provide training, conduct workshops on latest technologies for our employees, in cooperation with Dassault Systèmes.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;:

Since our company is a new entrant, it is too early to comment on the same.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the Financial Year):

a. the details of technology imported: Not Applicable

b. the year of import: as no imported

c. whether the technology been fully absorbed? technology is

d. If not fully absorbed, areas where absorption has not taken place, and reasons thereof put to use.

(iv) No expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Outgo:


The Company is in the business of software services exports. All efforts of the Company are geared to increase the business of software services exports in different products and markets.

(in ` Lakhs)

Particulars FY16 FY15

Total Foreign Exchange used 199.96 2.03

Total Foreign Exchange earned 3,512.89 34.68

}



Annexure ‘II’ to the Board’s Report

Form No. MGT 9

Extract of Annual Return as on Financial Year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN U72900MH2014PTC259502

2. Registration Date November 19, 2014

3. Name of the Company 3D PLM GLOBAL SERVICES PRIVATE LIMITED

4. Category/Sub-category of the Company Private Limited Company/ Non-government company

5. Address of the Registered office & contact details Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai – 400 079 Tel No.: 022 2518 9205 Fax No.: 022 6705 6891

6. Whether listed company No

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

Not applicable


SN Name and Description of main products / services NIC Code of the Product/service

% to total turnover of the company

1 Made-to-order software, developed and supplied to a specific user 72292 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

SN Name of the Company Country CIN / GLN Holding /subsidiary/ associate

% of shares held

Applicable section

1. 3D PLM Software Solutions Limited India U72900MH2001PLC134244 Holding 100% Section 2(46)

IV. SHARE HOLDING PATTERN

A) Category-wise Share Holding: (Equity Share Capital Breakup as percentage of Total Equity)


the year

as on 31-March-2015 as on 31-March-2016

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian - Bodies Corp. - 3,010,000 3,010,000 100% - 3,010,000 3,010,000 100% 0

(2) Foreigner - Bodies Corp. - - -

Total shareholding of Promoter (A) - 3,010,000 3,010,000 100% - 3,010,000 3,010,000 100% 0



C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) - 3,010,000 3,010,000 100% - 3,010,000 3,010,000 100% 0



Annexure ‘II’ to the Board’s Report (Contd.)

B) Category-wise Share Holding: (Preference Share Capital Breakup as percentage of Total Preference Capital)


the year


Demat Physical Total % of

Total Shares

Demat Physical Total % of

Total Shares

A. Promoters

(1) Indian - Bodies Corp. - 20,000,000 20,000,000 100% 100% 20,000,000 20,000,000 100%

(2) Foreigner - Bodies Corp. - - -

Total shareholding of Promoter (A) - 20,000,000 20,000,000 100% 100% 20,000,000 20,000,000 100%



C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) - - - - - 20,000,000 20,000,000 100% 100%

C) Shareholding of Promoters:

SN Shareholder’s Name Type of shares

Shareholding by the Promoters % change in shareholding

during the year


No. of Shares


company

%of Shares Pledged/


No. of Shares


company



1 3D PLM Software Solutions Ltd.

Equity Shares*

3,010,000 100% - 3,010,000 100% - 0

TOTAL 3,010,000 100% 3,010,000 100% - 0

* For compliance purpose 1 shares held by Mr. Manu Parpia as Beneficiary holder.

SN Shareholder’s Name Type of shares

Shareholding by the Promoters % change in shareholding

during the year


No. of Shares


company

%of Shares Pledged/


No. of Shares


company



1 3D PLM Software Solutions Ltd

Preference Shares

- 20,000,000 100% 20,000,000 100% - 0

TOTAL - 20,000,000 100% 20,000,000 100% - 0

IV. SHARE HOLDING PATTERN (Contd.)



D) Change in Promoters’ Shareholding:

SN Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company

1. At the beginning of the year - - - -

Transactions during the year

Allotment of Preference Shares

6,900,000 100% 6,900,000 100%

At the end of the year 6,900,000 100% 6,900,000 100%

E) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): No other shareholders

V. INDEBTEDNESS – The Company has not availed any loan during the year and is a debt-free company.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

None of the directors or KMP have been paid any remuneration during the year.

Remuneration to Manager as below:

(in ` Lakhs)

SN Particulars of Remuneration Manish Tambe (Manager)

1 Gross salary 2,070,404

(a) in Salary as per provisions contained section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 762,825

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option (nos.)*

i) Granted during the year -

ii) Exercised during the year 7,000

iii) Balance as on March 31, 2016 21,500

3 Sweat Equity

4 Variable Pay 535,423

5 Commission - as % of profit

Total (A) (Total of remuneration does not include the number of Stock Options) 3,368,652

* Stock options held are granted by Geometric Limited, holding Company of the 3D PLM Software Solutions Ltd.




VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty N.A.

Punishment

Compounding

B. DIRECTORS

Penalty N.A.

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty N.A.

Punishment

Compounding


MANU PARPIA SUDARSHAN MOGASALE Chairman Director DIN: 00118333 DIN: 02273753

April 18, 2016 Mumbai





To the Members of 3D PLM Global Services Private Limited

Report on the Financial Statements

We have audited the accompanying financial statements of 3D PLM Global Services Private Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and summary of significant accounting policies and other explanatory information.


The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016

(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that: (a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act; and

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report.


i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm Registration Number: 101049W

per Govind Ahuja Partner Membership Number: 48966

Place : Mumbai Date: April 18, 2016



Annexure 1 to the Independent Auditors’ Report Re: 3D PLM Global Services Private Limited (‘the Company’)Referred to in Paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the Company does not own any immovable properties and accordingly, the requirements under paragraph 3 (i)(c) of the Order are not applicable to the Company.

(ii) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3 (ii) of the Order are not applicable to the Company.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable and hence not commented upon.


(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148 (1) of the Act, for the services of the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, value added tax, cess and other material statutory dues applicable to it. The provisions relating to duty of excise are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to duty of excise are not applicable to the Company.

(c) According to the information and explanation given to us, there are no dues of income tax, sales-tax, service tax, duty of customs and value added tax which have not been deposited on account of any dispute. The provisions relating to duty of excise are not applicable to the Company.

(viii) The Company has neither issued any debentures nor availed any loan from banks, financial institutions or government. Therefore, the provisions of clause 3(viii) of the Order are not applicable to the Company.

(ix) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not raised any money way of initial public offer or further public offer or debt instruments and term loans hence, reporting under clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

(xi) The Company is not a public company. Therefore, the provisions of section 197 and Schedule V to the Companies Act, 2013 are not applicable to the Company. Accordingly, provisions of clause 3 (xi) of the Order are not applicable to the Company.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

(xiii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) According to information and explanation given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S.R. Batliboi & Associates LLPChartered AccountantsICAI Firm registration number: 101049W


Place: MumbaiDate: April 18, 2016

Independent Auditor’s Report (contd.)



Independent Auditor’s Report (contd.)

Annexure 2 to the Independent Auditor’s Report of even date on the financial statements of 3D PLM Global Services Private Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To the Members of 3D PLM Global Services Private Limited

We have audited the internal financial controls over financial reporting of 3D PLM Global Services Private Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.


The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (“the Act”).


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and Audit Report dated April 18, 2016 provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLPChartered AccountantsFirm’s Registration Number: 101049W


Place: MumbaiDate: April 18, 2016




Particulars Notes As at

March 31, 2016 March 31, 2015

Equity and LiabilitiesShareholders' Funds

Share capital 4 99 30

Reserves and surplus 5 31 (4)

130 26

Non-Current Liabilities

Other long term liabilities 6 1 -

Current Liabilities

Trade payables* 7 3 0

Other current liabilities 8 101 6

Short term provisions* 9 9 0

Total Equity and Liabilities 243 33

Assets

Non-Current Assets

Fixed assets 10

Tangible assets 97 7

Intangible assets* 0 0

Capital work-in-progress 1 1

Long term loans and advances 11 26 6

Current assets

Current investments 16 5 -

Trade receivables 12 26 2

Cash and Bank Balances 13 24 15

Short term loans and advances* 14 10 0

Other current assets 15 55 2

Total Assets 243 33


* Value is less than one million `


Balance Sheet as at March 31, 2016

As per our report of even dateFor S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors ofChartered Accountants 3D PLM Global Services Private Limited ICAI Firm registration number: 101049W

per Govind Ahuja Manu Parpia Sudarshan MogasalePartner Director DirectorMembership No.:48966 DIN: 00118333 DIN: 02273753

Place : MumbaiDate : April 18, 2016






Statement of Profit and Loss for the year ended March 31, 2016


Particulars Notes Year Ended March 31, 2016

Period From November 19, 2014 to March

31, 2015

Income

Revenue from operations 355 3

Other income 17 1 -

Total Revenue 356 3

Expenditure

Employee benefit expenses 18 202 3


Finance cost 20 2 -

Depreciation and amortisation expense* 10 22 0

Total Expenses 320 8

Profit / (Loss) before tax 36 (4)

Tax expenses

Current taxes 10 -

MAT credit entitlement (9) -

Total tax expenses* 0 -

Profit /(Loss) for the year/period 35 (4)

Earnings Per Equity Share

Basic and Diluted [Nominal value of the shares ` 10 (March 31, 2015 : `10)] 26 3.75 (5.63)







Particulars Year ended March 31, 2016


31, 2015

Cash Flow from Operating Activities

Profit / (Loss) Before Tax 36 (4)

Adjustment to reconcile Profit / (loss) before tax to net cash flows

Depreciation and amortisation* 22 0

Loss on Sale of Investments* 0 -

Interest Expense 2 -

Interest Income* (0) -

Dividend Income (1) -

Unrealised loss* (1) 0

Operating Profit / (loss) Before Working Capital Changes 59 (4)


Increase in Other Long Term Liabilities 1 -

Increase in Trade Payables* 2 0

Increase in Other Current Liabilities 98 3

Increase in Short Term Provisions* 8 0

Increase in Long Term Loans and Advances* (16) (0)

Increase in Trade Receivables (24) (2)

Increase in Short Term Loans and Advances* (10) (0)

Increase in Other Current Assets (54) (2)

Cash Generated from in operations 64 (5)

Income Taxes Paid (9) -

Net Cash Flow from / (used in) Operating Activities (A) 55 (5)

Cash Flow from Investing Activities


Purchase of current investments (Net) (415) -

Proceeds from Sale/Redemption of Investments (Net) 410 -

Dividend Received 1 -

Interest Received* 0 -

Net Cash Flow from / (used in) Investing Activities (B) (113) (11)

Cash flow statement for the year ended March 31, 2016







31, 2015

Cash Flow from Financing Activities:

Loans taken from Holding Company 40 -

Loans repaid (40)

Proceeds from Issuance of equity share capital 69 30

Interest on borrowings (2) -

Net Cash flow from / (used in) Financing Activities (C) 67 30

Net Increase In Cash And Cash Equivalents (A+B+C) 9 15

Cash and Cash equivalents at the beginning of the year/period 15 -

Cash and Cash equivalents at the end of the year/period 24 15



Balances with Banks





Cash flow statement for the year ended March 31, 2016 (Contd.)







3D PLM Global Services Private Limited (the Company) is a wholly owned subsidiary of 3D PLM Software Solutions Limited. The Company was incorporated on November 19, 2014 and is engaged in providing Software Service, IT and Engineering services and all other related areas including design, development, testing, integration, migration, up gradation, support and maintenance. The Company acts as supplier for Dassault Systèmes and Geometric by way of becoming delivery centre for services on Dassault Systèmes products.


The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of the previous year.


a) Use of estimates


b) Tangible Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation, amortization and impairment losses if any. Cost includes all expenses related to acquisition and installation of the concerned assets and any directly attributable cost of bringing the asset to the condition of its intended use.



c) Depreciation on Tangible Fixed Assets

Leasehold Improvements are depreciated over the period of lease.




Computers 3

Office Equipment 5


The management has estimated, supported by independent assessment by professionals, the useful lives of the following classes of assets.


d) Intangible Assets and related amortisation

Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets are amortised on a straight line basis over the estimated useful economic life. Following initial recognition intangible assets are carried at cost less accumulated amortisation and accumulated impairment loss if any. Intangible assets consist of computer software and are amortized over a period of one year. The amortisation period and amortisation method are reviewed at each financial year end.

e) Leases where the company is lessee


f) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on





which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.



g) Impairment of tangible and intangible assets

The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.





h) Foreign Exchange Transactions



(ii) Conversion




i) Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised :


Revenue from time and material contracts for software services is recognized when the related services are rendered to the customers. In case of fixed price contracts, which are generally time bound, revenue is recognized over





the life of the contract using proportionate completion method, on the basis of work completed.

Unbilled revenue included in other current assets represents revenues recognized for efforts incurred but not billed as at the balance sheet date. Deferred revenue included in current liabilities represents billing in excess of revenue recognized.

Interest


Income from reimbursable assets


j) Income Tax


Deferred income taxes reflects the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years.


At each reporting date the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain,

as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. MAT credit is recognized as an asset only to the extent there is convincing evidence that the Company will pay normal income tax during the specified period i.e. the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the guidance note on Accounting for credit available in respect of Minimum Alternative Tax under the Income Tax Act, 1961, issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit and loss account and shown as “MAT Credit Entitlement” asset. The Company reviews the “MAT Credit Entitlement” asset at each reporting date and writes down asset to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

k) Retirement and Employee Benefits

Retirement benefits in the form of Provident Fund and Superannuation are defined contribution schemes. The Company has no obligation other than the contribution payable to the funds. The Company recognizes contribution payable to the provident fund and superannuation scheme as expenditure when an employee renders the related services.



The company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not





deferred. The company presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.

l) Provisions


m) Segment Reporting

The Company is engaged in providing Software Service, IT and Engineering services and all other related areas including design, development, testing, integration, migration, up gradation, support and maintenance. Accordingly, in terms of AS 17 on Segment Reporting, its operations are considered to constitute one single primary segment. The Secondary segments are geographical areas by location of customers.

n) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and

attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.


o) Contingent liabilities


p) Cash and cash equivalents







Particulars As at March 31, 2016 March 31, 2015

4. Share Capital Authorised shares: 3,010,000 (March 31, 2015 : 3,010,000) Equity shares of ` 10 each and 30 30

20,000,000 (March 31, 2015 : 20,000,000) Preference shares of ` 10 each 200 200 230 230

Issued shares: 3,010,000 (March 31, 2015 : 3,010,000) Equity shares of ` 10 each and 30 30

20,000,000 (March 31, 2015 : 20,000,000) Preference shares of ` 10 each 200 200 230 230

Issued, subscribed and fully paid-up shares: 3,010,000 (March 31, 2015 : 3,010,000) Equity shares of ` 10 each fully paid 30 30

6,900,000 (March 31, 2015 : NIL) Preference shares of ` 10 each and 69 - 99 30

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Reconciliation of Equity ShareEquity Shares outstanding at the beginning of the (period/year) 3 - Equity Shares issued during the (period/year) - 3 Shares bought back during the (period/year) - - Shares outstanding at the end of the (period/year) 3 3 Reconciliation of Preference SharePreference Shares outstanding at the beginning of the (period/year) - - Preference Shares issued during the (period/year) 7 - Shares bought back during the (period/year) - - Shares outstanding at the end of the (period/year) 7 -

b. Terms/rights attached to the shares of the Company

Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Terms/rights attached to preference shares

During the year ended 31 March 2016, the company issued 6,900,000 Non-Cumulative Preference share (NCPS) of `10 each fully paid-up. NCPS carry non-cumulative dividend @ 6.5% p.a. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The holder of NCPS is not entitled to vote. Shares issued to them are redeemable within a period of 5 years after the expiry of 3 years from the date of issue.

In the event of liquidation of the company before redemption of equity shares, the holders of NCPS will have priority over equity shares in the payment of dividend and repayment of capital.




As at March 31, 2016 March 31, 2015

4. Share Capital (Contd.)

c. Details of shareholders holding more than 5% shares in the Company and shares held by the Holding Company Equity Shares 3D PLM Software Solutions Limited (Holding Company) Number of shares held 3 3 Percentage of holding in the class 1 1

3 3 Preference Shares 3D PLM Software Solutions Limited (Holding Company) Number of shares held 7 - Percentage of holding in the class 1 -

7 -

5. Reserves and Surplus Surplus/(Deficit) in the statement of Profit and Loss Balance as per last financial statements (4) - Profit / (Loss) for the year/period 35 (4) Net Deficit in the statement of Profit and Loss 31 (4)

6. Other Long Term Liabilities Deferred Revenue 1 -

1 -

7. Trade Payables* Trade Payables (Refer note 27) 3 0

3 0

8. Other Current Liabilities Deferred Revenue 4 - Retention Money* 2 0 Accrued Expenses 45 2 Statutory Liabilities 6 1 Advances from customers 42 - Others Payables 1 4

101 6

9. Short Term Provisions Provision for taxation (net of advance tax)* 0 - Provision for employee benefits - - Gratuity* 5 0 Compensated absences* 4 0

9 0 * Value is less than one million `





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As at March 31, 2016 March 31, 2015

11. Long Term Loans And Advances (Unsecured , Considered Good) Unsecured, considered good Capital Advances Capital Advances - 6 Security Deposits 10 - Others - - Service Tax Receivable* 6 0 MAT credit entitlement 9 -

26 6

12. Trade Receivables (Unsecured, Considered Good) Debts outstanding for a period exceeding six months from the date they are due for payment - - Other Debts 26 2

26 2



Cash in hand - -


Balances with Banks


24 15

14. Short Term Loans And Advances (Unsecured, Considered Good) Prepaid expenses 1 - Receivables from Related Parties Geometric Limited 2 - Advances to vendors and employees* 7 0

10 0

15. Other Current Assets (Unsecured, Considered Good) Unbilled Revenue 48 2 Other Receivables 7 -

55 2

As at

Units Face Value March 31, 2016 March 31, 2015

16. Current InvestmentsInvestments in Mutual FundsBNP Paribas Overnight Fund 4,509.54 1,000.00 5

5 -

Aggregate value of unquoted investments 5 - * Value is less than one million `







31, 2015

17. Other Income Dividend Income on current investments 1 - Interest Income Other Interest* 0 -

1 -

18. Employee Benefit Expenses Salaries, Bonus and Allowances 181 3 Gratuity expenses* 5 0 Contribution to Provident and other funds* 9 0 Staff welfare expenses* 8 0

202 3

19. Operating And Other Expenses Electricity Expenses 10 - Facility Charges 4 - Rates and Taxes* 0 2 Rent 26 1 Lease Rent - Assets 4 - Repairs and Maintenance: - - Computers* 3 0 Others* 0 0 Insurance* 0 - IT recharge cost 6 - Travelling and Conveyance Expenses* 2 0 Communication Expenses* 1 0 Legal and Professional Charges* 16 0 Staff Recruitment Expenses 1 - Royalty Payments 1 - Loss on Sale of Investments (Net)* 0 - Loss on Exchange Fluctuation (Net)* 2 0 Shared Service Cost 14 - Miscellaneous Expenses* 3 0

93 4

20. Finance Cost Interest Expense 2 -

2 - * Value is less than one million `





21. Capital and other commitments

Estimated amount of contracts remaining to be executed, net of advances to the extent not provided for ` 5 million. (March 31, 2016: ` 73 millions)


22. Accounting for leases

The Company has taken office premises, under operating lease arrangements for terms ranging from 1 to 5 years.


Operating Lease Year ended March 31, 2016 ` Period from November 19, 2014 to March 31, 2015 `

Lease payments 28 1

Operating Lease As at March 31, 2016 As at March 31, 2015

Minimum Lease Payments

Not later than one year 33 6

Later than one year but not later than five years 85 26


Purpose As at March 31, 2016 As at March 31, 2015Foreign Currency INR Amount Foreign Currency INR Amount

Trade Receivables EUR - 17 23,133 1,558,954JPY 10 6 - -USD - 2 5,904 368,292

Other Receivables EUR - 2 - -JPY - - - -

Other Payables EUR - - - -




Ultimate Holding Company Geometric LimitedHolding Company 3D PLM Software Solutions LimitedFellow Subsidiaries Geometric Americas Inc.

Geometric Europe GmbH Geometric Asia Pacific Pte. Ltd.






Party having substantial interest and exercising significant influence Dassault Systemes SE

Other related parties (Affiliates of Dassault Systemes SE) Dassault Systemes Deutschland GmbH

Dassault Systemes Service, LLC

Dassault Systemes 3DExcite GmbH

Dassault Data Services Suresness

Dassault Systemes Korea Corp

Dassault Systemes España S.L.U

Dassault Systemes India Pvt. Ltd.

DS Canada Inc.

Dassault Systemes UK


Key Management Personnel Mr. Manish Tambe (C.O.O. & Manager)



Ultimate Holding Company

Holding Company

Fellow Subsidiaries



Revenue 2 - 70 111 168

- - - (1) (2)

Purchase of Fixed Assets - - - - 11

- - - - -

Shared Service Cost 11 3 - 10 1

- - - - -

Reimbursement of Common Cost 1 1 - - -

(-) (-) - - -

IT recharge cost - - - 6 -

(-) (-) (-) (-) -

Recovery of Expenses - - - - 1

(-) (-) (-) (-) (-)

Recovery of Hardware Cost* - - - 0 3

(-) (-) (-) (-) (-)

Advance Recoverable/ Recovered during the year*

1 1 0 1 6

(0) (1) (-) (-) (-)

Advance Payable* 0 1 - - -

(0) (1) (-) (-) (-)

Increase in Preference Share Capital - 69 - - -

- - (-) (-) (-)








Ultimate Holding Company

Holding Company

Fellow Subsidiaries



Loan taken - 40 - - -

- - (-) (-) (-)

Loan repaid - 40 - - -

- - (-) (-) (-)

Interest on loan (Expense) - 2 - - -

- - (-) (-) (-)

Other Expenses* 1 1 - - 0

(-) (-) (-) (-) -

Advances given for purchases* - - - - 4

(-) (-) (-) (-) 0


March 31, 2016 March 31, 2015


Mr. Manish Tambe 3 -

Out of the above items transactions with other related parties and fellow subsidiaries are as under:

Transactions and Related Parties Year ended March 31, 2016 Period From November 19, 2014 to March 31, 2015

Revenue

Dassault Systemes Deutschland GmbH* - 0

Dassault Systemes 3DExcite GmbH - 2


Dassault Systemes Service, LLC 70 1

Purchase of fixed assets - -

Godrej & Boyce Mfg. Co. Ltd., 11 -

Shared Service Cost

3D PLM Software Solutions Limited 3 -


Dassault Systèmes SE 10 -

Reimbursement of common cost -


IT Recharge cost -


Reimbursement of travel and Others -








Transactions and Related Parties Year ended March 31, 2016 Period From November 19, 2014 to March 31, 2015

Recovery of expenses -


Dassault Systemes K.K* 0 -

Recovery of travel expenses -



Dassault Systemes Korea Corp 2 -


Recovery of Hardware -


Issue of Preference Share Capital -


Interest on Loan -


Loan taken from Holding Company -


Loan repaid -


Capital Advance -

Godrej & Boyce Mfg. Co. Ltd., 4

Other Expenses -

Godrej & Boyce Mfg. Co. Ltd.,* 0 -

Outstanding Balances As at March 31, 2016 As at March 31, 20151. Holding Company :

a. Trade Receivables Geometric Limited 1 -

b. Advances Receivable Geometric Limited 2 -

c. Unbilled Revenue Geometric Limited 1 -

2. Fellow Subsidiaries :a. Trade Receivables Geometric Asia Pacific Pte. Ltd. (Japan Branch) 7 - Geometric, Sas 1 -







Outstanding Balances As at March 31, 2016 As at March 31, 2015b. Advances Received Geometric Americas Inc. 2 -

c. Unbilled Revenue Geometric Asia Pacific Pte. Ltd. (Japan Branch) 1 - Geometric, SAS 6 - Geometric Americas Inc. 8 -

3. Party having substantial interest :a. Trade Receivables Dassault Systemes SE 14 1

b. Unbilled Revenue Dassault Systemes SE* 10 0

c. Other Receivables Dassault Systemes 1 -

2. Other Related Parties :a. Trade Receivables Dassault Systemes Deutschland GmbH* - 0 Dassault Systemes Service, LLC* - 0 Dassault Systemes 3DExcite GmbH - 1 Dassault Data Services Suresness 3 - Dassault Systemes España S.L.U* 0 -

b. Unbilled Revenue Dassault Systemes Deutschland GmbH* - 0 Dassault Systemes Service, LLC* 9 0 Dassault Systemes 3DExcite GmbH 3 1 Dassault Data Services Suresness 1 - Dassault Systemes Korea Corp* 0 - Dassault Systemes España S.L.U 1 - Dassault Systemes UK* 0 - Dassault Systemes Canada Inc. 1 - Dassault Systemes Israel 1 - Dassault Systemes K.K* 0 - Dassault Systemes Americas Corp. 5 -

c. Other Receivables Dassault Systemes 3DExcite GmbH 2 -







Outstanding Balances As at March 31, 2016 As at March 31, 2015d. Advances received Dassault Systemes 3DExcite GmbH 12 - Dassault Systemes India Private Limited* 0 - Dassault Systemes Americas Corp. 3 - Dassault Systemes Canada Inc. 3 - Dassault Systemes Service, LLC 22 -

25. Employee benefits

a. Defined Contribution Plan

Contribution to defined contribution plan, recognised in the statement of profit and loss account under Employee cost, Contribution to provident and other funds, in Note 18 for the period are as under:

Particulars Year ended March 31, 2016 Period From November 19, 2014 to March 31, 2015

Contribution to Provident Fund* 8 0

Contribution to Superannuation Fund* 1 0





Period From November 19, 2014 to March 31, 2015

Gratuity

I Reconciliation of opening and closing balances of Defined Benefit obligation

Present Value of Defined Benefit obligation as at the beginning of the period/year

1 -


Interest Cost 1 -

Current Service Cost* 3 0

Net Actuarial Loss / (Gain)* (0) (0)

Present Value of Defined Benefit obligation as at the end of the period/year 22 1

II Reconciliation of fair value of plan assets - -

Fair value of plan assets as at the beginning of the period/year 1 -


Expected return on plan assets* 1 0

Net Actuarial Gain / (Loss)* (1) (0)

Employer’s contribution* 0 -

Fair value of plan assets as at the end of the period/year 18 1









III Actual return on plan assets (1) -

IV Net Liability recognised in Balance Sheet - -

Present Value of Defined Benefit obligation 22 1

Fair value of plan assets 18 1

Net liability recognised in Balance Sheet* 5 0

V Actuarial assumptions

Mortality Table: I.A.L.M 2006-08 ULTIMATE

I.A.L.M 2006-08 ULTIMATE

Discount rate 7.90% P.A. 7.80% P.A.

Expected rate of return on Plan Assets 8.00% P.A. 8.00% P.A.

Salary escalation 10.00% P.A. 10.00% P.A.




Current Service Cost* 3 0 Acquisition (gain)/Loss* - 0 Interest Cost 1 - Expected Return on Plan Asset* (1) (0)Net Actuarial Loss / (Gain)* 1 (0)Total expenses recognised in the statement of Profit and Loss, under Employee benefit expense*

5 0


Plan Assets:



Amounts for the current period and previous year are as follows:

Particulars Gratuity

March 31, 2016 March 31, 2015

Defined Benefit Obligation 22 1

Plan Assets 18 1

Surplus/ (Deficit)* (5) (0)

Experience adjustments on plan liabilities-(loss)/gain* 0 -

Experience adjustments on plan assets- (loss)/gain 1 -









March 31, 2016 March 31, 2015

Expenditure in foreign currency (Accrual basis)

Royalty payments 1 -

Others* 19 0

20 0

Earnings in foreign currency (Accrual basis)

Income from software development and sale of software 351 3

351 3

Value of imports (C.I.F. basis)

Capital goods 62 -

62 -

Auditors remuneration (As Auditors’)


March 31, 2016 March 31, 2015

a) As Auditors

Audit fees* 1 0

b) In Other Capacity - -


c) Reimbursement of expenses* 0 -

1 0

Earnings per share


The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.


March 31, 2016 March 31, 2015

Net profit / (loss) for the year/ period available for equity shareholders 35 (4)

Weighted average number of shares 9 1

Earnings per share (Basic and Diluted) in `* 0 (0)









a) Primary Segments

The Company is engaged in providing Software Service, IT and Engineering services and all other related areas including design, development, testing, integration, migration, up gradation, support and maintenance. Accordingly, in terms of AS 17 on Segment Reporting, its operations are considered to constitute one single primary segment. The Secondary segments are geographical areas by location of customers.


Revenue


Region Year ended March 31, 2016 ` Period From November 19, 2014 to March 31, 2015 `

US 124 1 Europe 195 3 Asia Pacific (excluding India) 32 - Middle East 1 - India 3 - Total 355 3

The following table shows the carrying amount of segment assets and addition to segment assets by Geographical area in which assets are located.

Particulars Carrying amount of segment assets and Intangible assets Addition to fixed assets and intangible assets

As at March 31, 2016

As at March 31, 2015


For Period From November 19, 2014 to

March 31, 2015

US 24 1 - -

Europe 41 3 - -

Middle East 1 - - -

Asia 9 - - -

India 155 29 112 7

Total 229 33 112 7

29. Previous years comparatives

Previous year / period figures have been regrouped/reclassified, where necessary, to conform to this year’s classification.


For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors ofChartered Accountants 3D PLM Global Services Private Limited ICAI Firm registration number: 101049W





GEOMETRIC AMERICAS, INC.


Regd. Office:50 Kirts Blvd., Suite A, Troy, MI 48084 USA




The Board of DirectorsGeometric Limited:

We have audited the accompanying financial statements of Geometric Americas, Inc., which comprise the balance sheets as of March 31, 2016 and 2015, the related statements of comprehensive income/(loss), changes in shareholders’ equity and cash flows for the years then ended, and the related notes to the financial statements.


Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Geometric Americas, Inc. as of March 31, 2016 and 2015 and the results of its operations and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.

KPMG

April 26, 2016Mumbai, India



Balance Sheet as at March 31, 2016(Currency in USD)

March 31, 2016 March 31, 2015USD Equivalent INR

(in Millions)USD Equivalent INR

(in Millions)AssetsCurrent assets:Cash and cash equivalents $ 2,962,680 196 $ 4,493,090 280 Accounts receivable, net 13,003,894 860 13,468,573 840 Accounts receivable- related parties 3,925,260 260 2,536,371 158 Unbilled revenue 7,564,163 500 10,468,070 653 Deferred income taxes 1,242,019 82 941,114 59 Advance income tax 951,818 63 877,681 55 Prepaid expenses 605,883 40 204,631 13 Other current assets 977,341 65 1,165,268 73 Total current assets $ 31,233,058 2,066 $ 34,154,798 2,131 Property and equipment, net $ 233,045 15 $ 249,815 16 Goodwill 2,828,090 187 2,828,090 176 Other assets 156,545 10 604,863 38 Total assets $ 34,450,738 2,279 $ 37,837,566 2,360 Liabilities and Stockholders’ EquityCurrent liabilities:Accounts payable and accrued expenses $ 1,105,981 73 $ 1,303,120 81 Accounts payable - related parties 11,791,731 780 12,869,774 803 Deferred revenue 3,422,516 226 3,100,524 193 Accrued payroll and related costs 3,531,407 234 3,812,818 238 Short term borrowing 5,910,489 391 5,110,489 319 Total current liabilities $ 25,762,124 1,704 $ 26,196,725 1,634 Notes payable to related party $ - - $ 4,500,000 281 Deferred income taxes 722,152 48 441,002 28 Total liabilities $ 26,484,276 1,752 $ 31,137,727 1,942 Stockholders’ equity:Common stock, no par value. Authorized 10,000 shares; issued and outstanding 1,432 shares as on March 31, 2016 and 2015

$ 12,062,771 798 $ 12,062,771 752

Additional paid-in capital 210,638 14 - - Amount due from related parties (1,736,386) -115 (1,736,386) (108)Accumulated deficit (2,570,561) -170 (3,626,546) (226)Total stockholders’ equity $ 7,966,462 527 $ 6,699,839 418Total liabilities and stockholders’ equity $ 34,450,738 2,279 $ 37,837,566 2,360Exchange rate used for translation : 1 US$ = 66.15 62.38 See accompanying notes to the financial statements



Statement of Comprehensive Income / (Loss) for the year ended March 31, 2016 (Currency in USD)

March 31, 2016 March 31, 2015

USD Equivalent INR (in Millions)

USD Equivalent INR (in Millions)

Net revenues $ 85,611,668 5,663 $ 81,935,930 5,111

Cost of revenue

Software costs and services provided by related parties 30,969,974 2,049 28,053,309 1,750

Payroll, payroll taxes and other labor costs 39,671,881 2,624 39,530,025 2,466

Indirect costs of revenue 2,265,497 150 3,845,131 240

Gross profit $ 12,704,316 840 $ 10,507,465 655

Operating expenses

Selling, general, and administrative expenses 10,676,114 706 11,136,994 695

Depreciation and amortisation 81,590 5 85,019 5

Operating income / (loss) $ 1,946,612 129 $ (714,548) (45)

Other income / (expense), net $ 42,105 3 $ (25,069) (2)

Interest expense (265,878) (18) (538,232) (34)

Income/(loss) before income taxes $ 1,722,839 114 $ (1,277,849) (80)

Income taxes 666,854 44 (272,616) (17)

Net income/(loss) $ 1,055,985 70 $ (1,005,233) (63)

Other comprehensive income, before tax

Foreign currency translation adjustment - - -

Other comprehensive income/loss, before tax - - -

Income tax benefit/(expense) related to other comprehensive income

- - - -

Other comprehensive income/loss, net of tax $- - $- -

Comprehensive income/(loss) $1,055,985 $70 $(1,005,233) $(63)

Exchange rate used for translation : 1 US$ = 66.15 62.38

See accompanying notes to the financial statements



Statement of Changes in Stockholders' Equity for the year ended March 31, 2016

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Statement of Cash Flows for the year ended March 31, 2016

(Currency in USD)

March 31, 2016 March 31, 2015USD Equivalent INR

(in millions) USD Equivalent INR

(in millions) Cash flows provided/(used) by operating activities:Net income / (loss) $ 1,055,985 70 $ (1,005,233) (63)Adjustments to reconcile net income/(loss) to cash provided/(used) by operating activities:Depreciation 81,590 5 85,019 5 Bad debts written off - - 75,178 5 Provision for Impairment loss on other assets 400,000 26 - - Allowance for doubtful accounts (47,003) (3) (221,139) (14)Unrealised foreign exchange loss 21,096 1 31,592 2 Deferred income taxes (19,755) (1) (134,428) (8)Compensation cost related to employee stock option 210,638 14 - - Changes in assets and liabilitiesDecrease/(increase) in accounts receivable and unbilled revenue 3,394,493 225 (3,813,715) (238)Increase in accounts receivable from related parties (1,388,889) (92) (27,100) (2)(Increase)/decrease in prepaid expenses and other current assets (213,325) (14) 983,062 61 (Increase)/decrease in advance income tax (74,137) (5) 125,394 8 Decrease/(increase) in other assets 48,318 3 (767,132) (48)(Decrease)/increase in accounts payable and accrued expenses (197,139) (13) 289,219 18 (Decrease)/increase in accounts payable to related parties (1,078,043) (71) 3,380,331 211 Increase/(decrease) in deferred revenue 321,992 21 (1,740,057) (109)(Decrease)/increase in accrued payroll and related cost (281,411) (19) 1,075,975 67 Net cash provided/(used) by operating activities $ 2,234,410 148 $ (1,663,034) (104)Cash flows used by investing activities:Acquisition of property and equipments $ (64,820) (4) (54,204) (3)Net cash used by investing activities $ (64,820) (4) $ (54,204) (3)Cash flows used by financing activities:Principal payment on long-term debt $ (4,500,000) (298) (1,000,000) (62)Increase in bank loan* 800,000 53 1,932 0 Net cash used by financing activities $ (3,700,000) (245) $ (998,068) (62)Net decrease in cash and cash equivalents $ (1,530,410) (101) (2,715,306) (169)Cash and cash equivalents at the beginning of the year $ 4,493,090 297 7,208,396 450 Cash and cash equivalents at the end of the period $ $2,962,680 196 $ 4,493,090 280 Supplemental disclosures of cash flow informationCash paid for income taxes (net of refunds of $ 395,860) $ 921,719 61 70,293 4 Cash paid for interest $ 265,878 18 482,252 30 Exchange rate used for translation : 1 US$ = 66.1500 66.15 62.38




(1) Nature of business and organization

Geometric Americas, Inc. (“GAI” or “the Company”) was incorporated on August 18, 1997 as a Massachusetts corporation. GAI’s operations are primarily located in the Midwestern United States, where it is engaged in providing engineering services to major automotive, agricultural, construction equipment manufacturers, and related tier one suppliers. Additionally, GAI provides marketing assistance and promotes software products as well as provides software consultancy services.

(2) Summary of significant accounting policies

a) Basis of preparation of financial statements

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

b) Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to contract cost expected to be incurred to complete software development, allowance for doubtful debts, useful lives of property and equipment, valuation allowance for deferred tax assets, measurement of uncertain tax positions and estimate of future cash flows used in assessing impairment, and provisions for contingencies and litigation. The management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The actual amounts may vary from the estimates used in the preparation of the accompanying financial statements. Appropriate changes in the estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes made are reflected in the financial statements in the period in which changes are made and if material, their effects are disclosed in notes to the financial statements.

c) Functional and foreign currency transactions

The functional currency of the Company is the United States Dollars (USD). Transactions in foreign currency are recorded at an appropriate daily average exchange rate. Monetary assets and liabilities denominated in foreign currencies are expressed in the functional currency at the exchange rates in effect at the balance sheet date. Gains or losses resulting from foreign currency transactions are included in the statement of comprehensive income/ (loss).

Notes to the financial statements for the year ended March 31, 2016 (Currency in USD) d) Cash and cash equivalents

The Company considers all liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents comprise cash in hand and balance with banks.

e) Accounts receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any offbalancesheet credit exposure related to its customers.

f) Revenue recognition

The Company recognizes revenue from time and material and transaction based contracts as services are performed. Revenue from fixed-price application management, maintenance and support engagements is recognized ratably over the term of the arrangement.

Revenue on fixed price development projects is measured using the proportionate performance method of accounting. Performance is generally measured based upon the cost incurred to date in relation to the total estimated cost to the completion of the contract. The Company monitors estimates of total contract revenues and costs on a routine basis throughout the delivery period. The cumulative impact of any change in estimates of the contract revenues or costs is reflected in the period in which the changes become known. In the event that a loss is anticipated on a particular contract, provision is made for the estimated loss. The Company issues invoices related to fixed price contracts based on either the achievement of milestones during a project or other contractual terms. Differences between the timing of billings and the recognition of revenue based upon the proportionate performance method of accounting are recorded as revenue earned in excess of billings or deferred revenue in the accompanying financial statements.

Revenue from maintenance contracts where services are performed through an indefinite number of repetitive acts

Notes to the financial statements for the year ended March 31, 2016 (Currency in USD)



Notes to the financial statements for the year ended March 31, 2016 (Currency in USD)over a specified period of time is recognized on a straight-line basis over the specified period unless some other method better represents the stage of completion.


The asset “unbilled revenue” included under current assets, represents revenues recognized in excess of amounts billed. These amounts are billed after the milestones specified in the agreement are achieved and the customer acceptance for the same is received. The liability “Deferred revenue” included under other current liabilities represents revenue deferred due to billing in advance and will be recognized as revenue once the recognition criteria are met. It also includes billings in excess of revenues recognized.

The Company grants volume discounts to certain customers, which are computed based on a pre-determined percentage of the total revenues from those customers during a specified period, as per the terms of the contract. These discounts are generally payable only after the customer has provided a specified cumulative level of revenues in the specified period and accrual for such discount is estimated and recognized periodically. The Company reports revenues net of discounts offered to customers.

The Company reports revenues net of taxes assessed by government authorities, that are directly imposed on revenue producing transactions.

Warranty costs on sale of services are accrued based on management’s best estimate and historical data at the time related revenue are recorded. The Company has not provided for any warranty costs for the year ended March 31, 2016.

g) Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense when incurred. Advances paid for acquisition of property and equipment outstanding at the balance sheet date and the cost of property and equipment not put to use as at such date are disclosed as capital work-in-progress.

Property and equipment are depreciated over the estimated useful life of the asset using the straight-line

method, once the asset is put to its intended use. The estimated useful lives of assets are as follows:

Assets Estimated useful life for assets

Computer hardware and software

3 years

Furniture and fixtures 3 - 10 years

Office equipment 3 - 13 years

h) Goodwill

The Company accounts for its business combinations under the purchase method of accounting. Intangible assets acquired in a business combination are recognized independently and reported separately from goodwill. All assets and liabilities of the acquired businesses, including goodwill are assigned to reporting units.

Goodwill represents the cost of the acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. Goodwill is not amortized but is tested for impairment at least on an annual basis at year end, relying on a number of factors including operating results, business plans and future cash flows. We perform an assessment of qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the assessment of events or circumstances, we perform the quantitative assessment of goodwill impairment if it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In the quantitative assessment, recoverability of goodwill is evaluated using a two-step process. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the step two of the impairment test (measurement) is performed. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with accounting for business combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. The Company performs its annual impairment testing of goodwill at March 31, and when a triggering event occurs



between annual impairment tests. No impairment loss was recorded for the year ended March 31, 2016.

i) Cost of revenues and selling, general and administrative expenses

Cost of revenues primarily consists of costs directly associated with billable consultants both onsite and offshore, including salaries, travel expenses, communication cost, production facilities’ cost, equipment cost, payroll taxes, employee benefits and immigration costs. Further, cost directly associated to sale of product such as royalties are also included. Selling, general, and administrative expenses consists primarily of salaries, payroll taxes, travel and benefits for support staff such as sales, finance, administration, and corporate staff, conveyance, telecommunication, business promotion, marketing and various facility costs incurred by the Company.

j) Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of comprehensive income/loss in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the assets will not be realized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

k) Impairment of longlived assets

Longlived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a longlived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the longlived asset or asset group is not recoverable on an undiscounted cash flow basis impairment is recognized

to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and thirdparty independent appraisals, as considered necessary. No impairment losses were recognized for the year ended March 31, 2016.

l) Employee benefits

The accrual for unutilized leave balance is determined for the entire available leave balance standing to the credit of the employees at period-end. The leave balance eligible for carry-forward is valued at gross compensation cost.

m) Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed in the statement of comprehensive income/ (loss).

n) Concentration of risk

Financial instruments that potentially subject the Company to concentration of credit risks consist principally of accounts receivables. To reduce its credit risk on accounts receivables, the Company performs ongoing credit evaluation of customers.

(3) Recently issued accounting standard

In November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as noncurrent on the balance sheet. The classification change for all deferred taxes as noncurrent simplifies entities ‘processes as it eliminates the need to separately identify the net current and net noncurrent deferred tax asset or liability in each jurisdiction and allocate valuation allowances. These changes become effective for the Company on fiscal years beginning after December 15, 2017, but an earlier adoption is permitted. The company does not expect the adoption of this update to have a material impact on the results of operations, cash flows, financial position.

In February 2016, the FASB issued ASU 2016-02, Leases, which, among other things, requires lessees to recognize most leases on-balance sheet. This will increase their reported assets and liabilities – in some cases very significantly. Lessor accounting remains substantially similar to current U.S.GAAP. ASU 2016-02 supersedes Topic 840, Leases. These changes become effective for the company from annual periods in fiscal years beginning after December 15, 2019, and interim periods in fiscal years beginning after December 15, 2020. The company is in the process of assessing the impact of this ASU on the results of operations, cash flows, financial position or disclosures




(4) Cash and cash equivalents

Cash and cash equivalents held by the Company are as follows:

As at March 31, 2016 As at March 31, 2015

Cash in hand $ - $ 800

Balances with banks 2,962,680 4,492,290

$ 2,962,680 $ 4,493,090

(5) Accounts receivable, net

Accounts receivable consist of the following:


Receivables $ 13,007,197 $13,518,879

Less: Allowances for doubtful accounts (3,303) (50,306)

$ 13,003,894 $13,468,573

The following table provides the details of the reserve for doubtful receivables recorded by the Company:

For the year ended March 31, 2016

Allowance for doubtful accounts as of the beginning of the year $ 50,306

Additional provision (net of recoveries) utilized during the year (47,003)

Allowance for doubtful accounts as of the end of the year $ 3,303

(6) Other current assets

Other current assets consist of the following:


Employee advances $ 295,093 $ 366,913

Expenses recoverable from customers 262,248 55,510

Advance to creditors - 154,144

Other (refer note below) 420,000 588,701

$ 977,341 $ 1,165,268

In July 2013, GAI entered into a collaboration agreement to develop and sell software with an unrelated company that provides enterprise software and solutions to manufacturing organizations. In accordance with the terms of the agreement, GAI has advanced $1,308,000 to the unrelated company. The advances are to be recovered through royalty payments to be received from the unrelated company based upon software sales. The Company, upto March 31, 2016 has recovered $ 418,619 out of the said advance. Based on management’s estimate of recoverability $ 420,000 is expected to be recovered in the next one year at the rate of $ 35,000 per month and hence it is classified under other current assets. The non-current portion of the advance $ 69,381 is classified under other assets (refer note 8). The advance is analyzed for impairment on an annual basis and between annual evaluations if events occur or circumstances change that would indicate that the asset could be impaired. An impairment loss of $400,000 has been recognized during the year ended March 31, 2016.

In conjunction with the collaboration agreement, GAI acquired a 3% ownership interest in the unrelated company. The investment is recorded at cost, as a reduction to the advanced funds described above, and is not material to the overall financial statements.




(7) Property and equipment, net

Property and equipment consists of the following:


Office equipment $ 483,555 $ 453,418

Computer hardware 1,498,944 1,498,944

Computer software 2,571,994 2,537,311

Furniture and fixtures 624,291 624,291

$5,178,784 $5,113,964

Less: Accumulated depreciation and amortization (4,945,739) (4,864,149)

$233,045 $249,815

Depreciation and amortization on property and equipment and amortization of computer software included in depreciation and amortization of property and equipment is as follows:

For year ended March 31, 2016

For year ended March 31, 2015

Depreciation $ 81,590 $85,019

Amortization of computer software, included in above 13,701 1,787

Unamortized computer software cost as at March 31, 2016 and March 31, 2015 amounted to $ 33,132 and $ 12,150 respectively.

(8) Other assets

Other assets consist of the following:


Deposits $ 87,164 $ 123,453

Other (refer note 6) 69,381 481,410

$ 156,545 $ 604,863

(9) Short term borrowings


$7,000,000 line of credit with Citibank $ 5,910,489 $ 5,110,489

[(Interest rate is LIBOR + 2.25%) [Refer note below]]

Total $ 5,910,489 $ 5,110,489

The Company has availed revolving credit facility from Citibank; the borrowing is repayable by September 2016. The borrowing is secured against the Company’s trade accounts receivable and guarantee given by parent Company.

(10) Note payable to Geometric Limited (“parent company”)

As at March 31, 2015, the Company had a note payable to its parent company of $4,500,000 with quarterly interest payments calculated at 6% plus 3 month LIBOR rate. Under the terms of the note, principal payments are to be made upon mutual agreement of the Company and its parent company.

During the year ended March 31, 2016, the Company repaid the full amount of the note by utilizing funds available at its disposal, in addition to the funds drawn from the revolving credit facility with Citibank.




(11) Accounts payable and accrued expenses


Accounts payable $ 245,697 $ 571,585

Advance from customer 419,083 -

Accrued expenses 441,201 731,535

$ 1,105,981 $ 1,303,120

(12) Accrued payroll and related costs


Accrued salaries $ 1,346,108 $ 1,544,847

Accrued vacation and holiday pay 2,140,382 2,240,213

Payroll taxes payable 44,917 27,758

$ 3,531,407 $ 3,812,818

(13) Goodwill

During year ended March 31, 2008, the Company acquired 100% stock of TekSoft Inc., USA, an Arizona corporation incorporated on December 17, 1981, for a total cost of USD 5,137,200 and recorded a goodwill of USD 2,828,090 on the acquisition.

(14) Shareholder’s equity

The Company has only one class of equity shares. For all matters submitted to vote in the shareholders’ meeting, every holder of equity shares, as reflected in the records of the Company shall have one vote in respect of each share held. In the event of liquidation of the affairs of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company after such discharge shall be distributed to the holders of equity shares in proportion to the number of shares held by them.

Effective April 1, 2013, ownership of Geometric SRL, Romania and Geometric SAS, France was transferred to Geometric Europe GmbH, a wholly owned subsidiary of GAI’s parent Geometric Limited. The transfers were recorded at cost. Geometric Europe GmbH declared a contribution to GAI related to the transfer of ownership of Geometric SRC, Romania for an amount of $123,520. The consideration for the transfer was received by the Company in October 2013. GAI received consideration of $400,000 for the transfer of its ownership of Geometric SAS France which is equal to GAI’s investment in the subsidiary.

The change in reporting entity was retrospectively applied to financial statements of GAI as of and for the year ended March 31, 2013 in accordance with FASB ASC 805-50. The retrospective application of the transfer of ownership of Geometric SRL, Romania and Geometric SAS, France resulted in a decrease of total assets, liabilities, and stockholder’s equity of $1,006,657, $665,126 and $341,531, respectively, at March 31, 2013.

(15) Fair value measurement

The Company’s financial instruments, including cash, accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short term maturity of these instruments.

(16) Defined contribution plan

The Company has a 401(k) plan covering substantially all employees who are 21 years of age or older. Participants may defer up to the lesser of 50% of their compensation or the maximum annual contribution set by law. In addition, the 401(k) plan provides for a discretionary matching contribution to be set by the employer. There was no 401(k) related contribution by the Company for the year ended March 31, 2016 and 2015.




(17) Related party transactions

Sr. No.

Category of related parties Names

1 Parent company Geometric Limited.

2 Entities under common control Geometric China, Inc.


Geometric Asia Pacific Pte. Limited

Geometric SRL, Romania

Geometrics SAS, France

Geometric Europe GmbH, Germany

The transactions entered into by the Company with its related parties are as follows:

Nature of the transaction Parent company Entity under common control

Parent company Entity under common control

For the year ended March 31, 2016 For the year ended March 31, 2015

Transactions during the year:

Service income $4,65,555 $ 152,363

Royalty income $104,158 58,676

Management fee expenses / royalty 1,682,548 916,219

Software service expenses 26,625,576 25,49,245 24,451,224 $ 2,480,438

Interest expense on loan 89,409 285,731

Commission expense for bank guarantee 140,004 135,417

Reimbursement of expenses 169,786 205,428


Account payable $ 9,370,836 $ 2,420,895 $ 11,988,882 888,894

Accounts receivables $1,340,981 847,893 1,476,910 1,059,461

Interest Payable 7,992

Loan taken from Intercompany - 4,500,000

Loan given to Intercompany - 62,500

Amounts due from affiliate (adjusted against equity in the statement of stockholders’ equity)

1,736,386 1,736,386

(18) Concentration of Risk

Financial instruments that potentially subject the Company to concentration of credit risks consist principally of accounts receivable. Accounts receivable balances are typically unsecured and are derived from revenues earned from customers primarily located in the United States. The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of business.

One customer accounted for 14% and 15% of the total revenues for the year ended March 31, 2016 and 2015 respectively. Net receivables from this customer as at March 31, 2016 and 2015 amounted to 9% and 13% of the total net receivables, respectively. The total revenue from top 10 customers accounted for 73% and 67% for the year ended March 31, 2016 and 2015 respectively. Net receivables for these customers as at March 31, 2016 and 2015, amounted to 49% and 50% of the total net receivables, respectively.




(19) Advertising

Advertising costs are expensed in the statement of comprehensive income/ (loss). Advertising costs amounted to $176,652 and $265,156 for the year ended March 31, 2016 and 2015 respectively.

(20) Leases

The Company conducts operations from leased facilities and has various accessories of equipment that are leased under non-cancelable operating leases agreements. Total rent expense under these leases amounted to $609,067 and $665,967 for the twelve months ended March 31, 2016 and 2015 respective.

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of March 31, 2016 are:

Future minimum lease payment

Year ending March 31,

2017 $ 529,069

2018 192,931

2019 192,931

2020 83,745

2021 and thereafter 18,455

(21) Income Taxes

Income tax expense attributable to income from continuing operations consists of the following:



Current

Federal tax $ 515,751 $(138,188)

State and local tax 170,859 (1,153)

$ 686,610 $ (139,341)

Deferred

Federal tax (41,083) (126,659)

State and local tax 21,327 (6,616)

$ 19,756 $ (133,275)

Total tax expense $ 666,854 $ (272,616)

Significant components of activities that gave rise to deferred tax assets and liabilities included in the financial statements are as follows:


Deferred tax assets:

Accrued vacation 798,363 668,199

Accrued expenses 129,406 114,050

Deferred revenue 143,203 96,458

Stock based compensation expense 78,568 -

Carry forward losses 15,728 264,453

Provision for impairment loss on other assets 149,200 -





Others 17,012 34,633

1,331,480 1,177,793

Less: Valuation allowance - -

Total deferred tax assets $ 1,331,480 $ 1,177,793

Deferred tax liabilities:

Prepaid insurance $ (16,096) $ (14,465)

Prepaid Maintenance (73,365) (17,409)

Goodwill (703,253) (607,309)

Property and equipment (18,899) (38,498)

Total deferred tax liabilities $ (811,613) $ (677,681)

Net deferred tax assets $ 519,867 $ 500,112

Deferred tax asset, current $ 1,242,019 $ 941,114

Deferred tax liability, non-current $ (722,152) $ (441,002)

No valuation allowance is provided on deferred tax assets. Management believes that the realization of the deferred tax assets is more likely than not based on the expectation that the Company will generate the necessary taxable income in future periods.

The reported income tax expense attributable to income from continuing operations differed from amounts computed by applying the enacted tax rate to income from continuing operations before income-taxes as a result of the following:



Profit before income taxes $ 1,722,839 $ (1,277,848)

Weighted average enacted tax rate in US 34.00% 34.00%

Computed expected income tax benefit $ 585,765 $ (434,468)

Effect of :

Non-deductible expenses 48,487 29,253

Expenses dis-allowed for earlier years pursuant to IRS audit - 163,280

State tax expense, net of federal tax benefit 30,483 (7,377)

Others 2,119 (23,304)

Reported income tax expense $ 666,854 $ (272,616)

(22) Employee Stock Compensation Plans

The Nomination and Remuneration committee of Directors of Geometric Limited evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period. Upon vesting, employees are eligible to apply and secure allotment of the Company’s share at market price on the date of grant of options. All the options granted to certain employees of Geometric Americas are equity settled stock options of Geometric Limited. These options are denominated in rupees.

The stock based compensation expense is recognized over the vesting term of each separately vesting portion of an award. The exercise price for the grants offered to employees is generally the same as market value of the share price as at the grant date.

The Company accounts for share based compensation based on the estimated fair value of share based payment awards on the date of grant using an option-pricing model. The value of the award that is ultimately expected to vest is recognized as expense over the requisite service periods on the Company’s statements of comprehensive income.




The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Since the Company’s shares are publicly traded and its shares are traded, expected volatility is estimated based on the average historical volatility of traded shares. The risk-free rate for the expected term of the option is based on the bond equivalent yield at the date of grant.

These stock options will have an accelerated vesting once the above scheme as mentioned in note no 22 is approved by high courts in India.

There is no tax deduction to GAI until an option is vested and exercised. At that point, GAI will be entitled to a tax deduction based on the difference between the FMV of the stock and the exercise price of the option. The employee will recognize a like-amount of taxable income, which should be included in his/her W-2. GAI’s tax deduction should be recognized in its tax year that includes the date of the employee exercise.

Stock option activity during the year ended March 31, 2016 and March 31, 2015 is as follows:

Particulars Number of Shares arising out of

options

Weighted Average exercise price($)

Weighted average remaining

contractual term

2010 Stock plan:

Balance as on April 1, 2014 17,581,148 0.31-0.59 8.09 years

Granted 2,964,400 0.59-0.61 10 years

Exercised - - -

Forfeited 2,336,838 0.31-0.61 -

Balance as on March 31, 2015 18,208,710 0.31-0.61 7.53 years

Vested and Exercisable as on December 31, 2013 11,267,790 0.31-0.59 6.79 years

Vested and expected to vest as on December 31, 2013 17,378,973 0.31-0.61 7.48 years

Balance as on April 1, 2015 18,208,710 0.31-0.61 7.53 years

Granted 6,463,900 0.61-0.67 10 years

Exercised 760,051 0.31-0.67 -

Forfeited 5,300,318 0.31-0.67 -

Balance as on March 31, 2016 18,612,241 0.31-0.67 7.22 years

Vested and Exercisable as on March 31, 2016 11,474,102 0.31-0.67 5.97 years

Vested and expected to vest as on March 31, 2016 16,701,836 0.31-0.67 6.99 years

The fair value of each option is estimated on the date of grant using the Black-Scholes model with the following assumptions:


Dividend yield 1.80% to 2.01%

Expected life 5 years

Risk free interest rates 7.51% to 8.85%

Volatility 45.99% to 56.33%

The compensation expense recognized as cost of revenues and selling, general and administrative expense is as follows:

Year ended March 31, 2016 March 31, 2015

Cost of revenues $210,638 Nil

As on March 31, 2016, the total compensation cost related to non-vested awards not yet recognized is $978,904 and the weighted average period over which it is expected to be recognized is 3.45 years.




(23) Subsequent events

On April 1, 2016, the Board of Geometric Limited (parent company) has approved composite Scheme of Arrangement and Amalgamation amongst Geometric Limited (‘GL’), HCL Technologies Limited (‘HCL’) and 3DPLM Software Solutions Limited (‘3D PLM’ or ‘the Company’) and their respective shareholders and creditors pursuant to the provisions of the Companies Act, 2013 and other applicable provisions (‘the Scheme’).

Pursuant to the scheme, the IT enabled engineering services, PLM services and engineering design productivity software tools of GL including its direct and indirect overseas subsidiaries but excluding the shares held by GL in 3D PLM (“Demerged Business Undertaking”) will be transferred to HCL, as a going concern.

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

Thereafter, GL comprising the shares held by it in 3D PLM (“Remaining Undertaking”) shall be merged and amalgamated with 3D PLM. In consideration of the amalgamation, 3D PLM shall issue and allot 1 (one) fully paid up redeemable preference shares of Rs. 68 each in 3D PLM Software Solutions Limited for every 1 (one) fully paid up equity shares each of the Company

to each resident shareholder of the Company and, subject to approval by the Reserve Bank of India (‘RBI’), all non-resident shareholders of the Company, (“Redeemable Preference Share”). In case, the approval of the RBI is not received, such shareholders shall be issued and allotted 24 fully paid unlisted equity share of Rs. 10 each of 3D PLM for every 1793 fully paid up equity shares of Rs. 2 each of GL held by such shareholder which shall be compulsory purchased by Dassault Systemes and/or its nominees immediately on issuance at a price of Rs. 5,080.3 per equity share.


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

The Company evaluated subsequent events from the balance sheet date through April 26, 2016, the date at which the financial statements were available to be issued, and determined that there are no items to disclose.


GEOMETRIC ASIA PACIFIC PTE. LIMITED


Regd. Office:78 Shenton Way #26-02A, Singapore 079120


Geometric Asia Pacific Pte. Ltd

Directors' Statement

We are pleased to submit this annual report to the member of the Company together with the audited financial statements for the financial year ended 31 March 2016.

In our opinion:

(a) the financial statements set out on pages FS1 to FS29 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2016 and the financial performance, changes in equity and cash flows of the Group for the year ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

The Board of Directors has, on the date of this statement, authorised these financial statements for issue.

Directors

The directors in office at the date of this statement are as follows:

Parpia Manu MahmudOng Tong Wang Rinku BasuShashank Anant PatkarAnwesa Sen

Directors’ interests

According to the Register kept by the Company under Section 164 of the Companies Act, Chapter 50 (the Act), particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options of the Company and in related corporations are as follows:

Name of director and corporation in which interests are held

Holding at beginning of

the year

Holdings at end of the

yearHoldings registered in the name of the directorImmediate holding Company Geometric Limited

Ordinary sharesParpia Manu Mahmud 4,257,925 4,091,425Rinku Basu 6,575 13,550Shashank Anant Patkar 105,014 124,014Anwesa Sen 10,350 22,500

Immediate holding Company Geometric LimitedShare optionsRinku Basu 36,000 22,500Shashank Anant Patkar 50,000 125,000Anwesa Sen 61,000 47,500

Name of director and corporation in which interests are held

Holding at beginning of

the year

Holdings at end of the

yearHoldings in which director is deemed to have an interestImmediate holding Company Geometric Limited

Ordinary sharesParpia Manu Mahmud 332,000 273,500

Geometric Limited issued shares options which are convertible into its ordinary shares of Indian Rupees (`) 2 each to the above directors of the Company.

By virtue of Section 7 of the Act, Parpia Manu Mahmud is deemed to have interest in 237,500 2015: 332,000) ordinary shares of Geometric Limited as the shares are held by one of his immediate family member.

Except as disclosed in this statement, no director who held office at the end of the financial year had interests in shares, debentures, warrants or share options of the Company or of related corporations either at the beginning of the financial year or at the end of the financial year.

Neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

At the end of the last financial year, no director has received or become entitled to receive, a benefit by reason of a contract made by the Company or a related corporation with a director, or with a firm of which he is a member, or with a company in which he has substantial interest.

Share options

During the financial year, there were:

(i) no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company or its subsidiaries; and

(ii) no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.

As at the end of the financial year, there were no unissued shares of the Company or its subsidiaries.

Auditors

The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.


Sd/- Sd/-Parpia Manu MahmudDirector

Shashank Anant PatkarDirector

Date: 30 June 2016



Member of the CompanyGeometric Asia Pacific Pte. Ltd.

Report on the financial statements

We have audited the accompanying financial statements of Geometric Asia Pacific Pte. Ltd. (the “Company”) and its subsidiaries (the “Group”), which comprise the statements of financial position of the Group and the Company as at 31 March 2016, the statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages FS1 to FS29.

Management’s responsibility for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.


Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.


Opinion

In our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2016 and the financial performance, changes in equity and cash flows of the Group for the year ended on that date.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

KPMG LLPPublic Accountants andChartered Accountants

Singapore30 June 2016

Independent Auditors’ Report



(` in Mn)Statements of financial position Group CompanyAs at 31 March 2016 Note 2016 2015 2016 2015

S$ Equivalent ` S$ Equivalent ` S$ Equivalent ` S$ Equivalent `AssetsPlant and equipment* 4 20,898 1 22,431 1 1,894 0 4,112 0Subsidiaries 5 – – – – 439,814 22 515,314 23Non-current assets 20,898 1 22,431 1 441,708 22 519,426 24

Trade and other receivables 6 5,128,413 252 5,040,393 229 1,780,110 87 1,887,269 86Cash and cash equivalents 7 4,027,847 198 2,357,083 107 3,218,807 158 1,560,862 71Current assets 9,156,260 449 7,397,476 336 4,998,917 245 3,448,131 157Total Assets 9,177,158 450 7,419,907 337 5,440,625 267 3,967,557 180

Equity Share capital 8 100,000 5 100,000 5 100,000 5 100,000 5Foreign currency translation reserve 8 442,556 22 541,055 25 – – –Retained earnings 3,222,812 158 3,039,558 138 2,626,801 129 2,503,396 114Total Equity 3,765,368 185 3,680,613 167 2,726,801 134 2,603,396 118

LiabilitiesTrade and other payables 9 5,295,175 260 3,557,375 162 2,689,876 132 1,351,812 61Current tax liabilities 116,615 6 181,919 8 23,948 1 12,349 1Current liabilities 5,411,790 266 3,739,294 170 2,713,824 133 1,364,161 62Total liabilities 5,411,790 266 3,739,294 170 2,713,824 133 1,364,161 62

Total equity and liabilities 9,177,158 450 7,419,907 337 5,440,625 267 3,967,557 180

Consolidated statement of comprehensive income year ended 31 March 2016(` in Mn)

Note 2016 2015S$ Equivalent ` S$ Equivalent `

Revenue 10 14,924,772 732 13,108,954 596 Cost of services (14,102,109) (692) (10,947,214) (498)Gross profit 822,663 40 2,161,740 98 Other income 11 – – 39,911 2 Administrative expenses (1,007,854) (49) (1,194,262) (54)Other operating expenses 213,712 10 (10,976) (0)Results from operating activities 28,521 1 996,413 45

Finance income* 1,99,374 10 2,098 0 Finance expense (71) (0) (61,684) (3)Net finance income/(expense) 14 199,303 10 (59,586) (3)Profit before tax 12 227,824 11 936,827 43 Tax expense 13 (44,570) (2) (1,07,604) (5)Profit for the year 183,254 9 829,223 38

Other comprehensive incomeItems that are or may be reclassified subsequently to profit or loss:

Foreign currency translation differences arising from foreign operations

(98,499) (5) 133,283 6

Other comprehensive income, net of tax (98,499) (5) 133,283 6

Total comprehensive income for the year 84,755 4 962,506 44 Exchange rate used for translation: 1S$= 49.06 45.48

* value as less than one Million `

Statements of financial position as at 31 March 2016



Consolidated statement of changes in equity year ended 31 March 2016(` in Mn)

Group Share capital Foreign currency translation reserve

Retained earnings Total equity

S$ Equivalent `

S$ Equivalent `

S$ Equivalent `

S$ Equivalent `

At 1 April 2014 100,000 5 407,772 20 2,210,335 108 2,718,107 133Total comprehensive income for the yearProfit for the year - - 829,223 41 829,223 41Other comprehensive income (Items that are or may be reclassified subsequently to profit and loss)Foreign currency translation differences arising from foreign operations

- 133,283 7 – 133,283 7

Total comprehensive income for the year - 133,283 7 829,223 41 962,506 47

At 31 March 2015 100,000 5 541,055 27 3,039,558 149 3,680,613 181

At 1 April 2015 100,000 5 541,055 27 3,039,558 149 3,680,613 181

Total comprehensive income for the year Profit for the year – – 183,254 9 183,254 9Other comprehensive income (Items that are or may be reclassified subsequently to profit and loss)Foreign currency translation differences arising from foreign operations

– (98,499) (5) – (98,499) -5

Total comprehensive income for the year – (98,499) (5) 183,254 9 84,755 4

At 31 March 2016 100,000 5 442,556 22 3,222,812 158 3,765,368 185

Consolidated statement of cash flows year ended 31 March 2016(` in Mn)

Note 2016 2015S$ Equivalent ` S$ Equivalent `

Cash flows from operating activitiesProfit before tax 227,824 11 936,827 43 Adjustments for: Depreciation of plant and equipment* 4 12,978 1 10,796 0 Write-off of plant and equipment* 4 – – 3,452 0 Finance income (net)* 14 (9,101) (0) (2,098) (0)Effect of foreign exchange fluctuations (97,937) (5) 92,572 4

133,764 7 1,041,549 47 Changes in working capital:Trade and other receivables (88,020) (4) (2,084,881) (95)Trade and other payables 1,737,800 85 800,513 36 Cash generated from/(used in) operations 1,783,544 88 (242,819) (11)Tax paid (109,876) (5) (58,098) (3)Net cash from/(used in) operating activities 1,673,668 82 (300,917) (14)

Cash flows from investing activitiesAcquisition of plant and equipment 4 (12,634) (1) (16,754) (1)Interest received* 9,101 0 2,098 0 Net cash used in investing activities (3,533) (0) (14,656) (1)

Net increase/(decrease) in cash and cash equivalents 1,670,135 82 (315,573) (14)Cash and cash equivalents at 1 April 2,357,083 116 2,632,060 120 Effect of exchange rate fluctuations on cash held* 629 0 40,596 2 Cash and cash equivalents as at 31 March 7 4,027,847 198 2,357,083 107 Exchange rate used for translation: 1S$= 49.06 45.48* value as less than one Million `



These notes form an integral part of the financial statements.

These financial statements were authorised for issue by the Board of Directors on 30 June 2016.

1 Domicile and activities

Geometric Asia Pacific Pte. Ltd. (the “Company”) is a company incorporated in the Republic of Singapore. The address of the Company’s registered office is 78 Shenton Way, #26-02A Singapore 079120. The Company has branch offices in Japan, South Korea and Australia.

The principal activities of the Company are those of information technology engineering services and software consultancy and development. The principal activities of the branches are the same as the company. The principal activities of the subsidiaries are stated in Note 5.

These financial statements of the Company as at and for the year ended 31 March 2016 comprise the Company and its subsidiaries (together referred to as “the Group” and individually referred to as “Group entities”).

The Company’s immediate and ultimate holding company is Geometric Limited, a company incorporated in India.

2 Basis of preparation

2.1 Statement of compliance

These financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (“FRS”).

2.2 Basis of measurement

These financial statements have been prepared on the historical cost basis, except otherwise described in the accounting policies below.

2.3 Functional and presentation currency

These financial statements are presented in Singapore Dollars (“S$”) which is the Company’s functional currency.

2.4 Use of estimates and judgements

The preparation of these financial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future period affected.

There are no significant assumptions, estimation, uncertainties or critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements other than those disclosed for subsidiaries in Note 5 and trade and other receivables in Note 6.

3 Significant accounting policies

The accounting policies set out below have been applied consistently throughout the periods presented in these financial statements, and have been applied consistently by the Group entities.

3.1 Basis of consolidation

Business Combinations

Business combinations are accounted for using the acquisition method in accordance with FRS 103 Business Combination as at the acquisition date, which is the date on which control is transferred to the Group.

The Group measures goodwill at the acquisition date as:

• the fair value of the consideration transferred; plus

• the recognised amount of any non-controlling interests in the acquiree; plus

• if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree,

Notes to the financial statements



over the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the acquiree’s net assets in the event of liquidation are measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets, at the acquisition date. The measurement basis taken is elected on a transaction-by-transaction basis. All other non-controlling interests are measured at acquisition date fair value, unless another measurement basis is required by FRSs.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners and therefore no adjustments are made to goodwill and no gain or loss is recognised in profit or loss. Adjustments to non-controlling interests arising from transactions that do involve the loss of control are based on a proportionate amount of the net assets of the subsidiary..

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

Loss of control

Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Subsidiaries in the separate financial statements

Investments in subsidiaries are stated in the Company’s statement of financial position at cost less accumulated impairment losses.

3.2 Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates as at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items denominated in a foreign currency are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss.

Notes to the financial statements (Contd.)




Foreign operations

The assets and liabilities of foreign operations, excluding goodwill and fair value adjustments arising on acquisition, are translated to Singapore dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Singapore dollars at exchange rates at the dates of the transactions. Goodwill and fair value adjustments arising on the acquisition of a foreign operation on or after 1 January 2005 are treated as assets and liabilities of the foreign operation and are translated at the exchange rates at the reporting date.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity. When a foreign operation is disposed of such that control is lost, the cumulative amount in the foreign currency translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.

3.3 Financial instruments

Non-derivative financial assets

The Group initially recognises loans and receivables on the date that they are originated. All other financial assets are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group’s non-derivative financial assets comprised loans and receivables.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise cash and cash equivalents and trade and other receivables.

Cash and cash equivalents comprise cash at bank.

Non-derivative financial liabilities

Financial liabilities are recognised initially on the trade date, which is date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

Other financial liabilities comprise trade and other payables.

Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.



Notes to the financial statements (Contd.) 3.4 Plant and equipment

Recognition and measurement

Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment.

The gain or loss on disposal of an item of plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

Subsequent costs

The cost of replacing a component of an item of plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised. The costs of the day-to-day servicing of plant and equipment are recognised in profit or loss as incurred.

Depreciation

Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of plant and equipment, unless it is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives.

Depreciation is recognised from the date that the plant and equipment are installed and are ready for use.

The estimated useful lives for the current and comparative years are as follows:

Leasehold improvements 10 yearsComputer equipment 3-5 yearsFurniture and fittings 3-5 yearsOffice equipment 1-5 years

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting date and adjusted if appropriate.

3.5 Impairment

Non-derivative financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event(s) has occurred after the initial recognition of the asset, and that the loss event(s) has an impact on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, or economic conditions that correlate with defaults.

Loans and receivables

The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually significant loans and receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans and receivables that are not individually significant are collectively assessed for impairment by grouping together loans and receivables with similar risks characteristics.




In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and receivables. Interest on the impaired asset continues to be recognised. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. For the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

The Group’s corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

3.6 Employee benefits

(i) Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

(ii) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.



Notes to the financial statements (Contd.) 3.7 Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

3.8 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the rendering of services.

Rendering of services

Revenue from the rendering of services in the course of ordinary activities is measured at the fair value of consideration received or receivable. Revenue is recognised in the period in which the services are rendered, to the extent that it is probable that the economic benefits will flow to the Group and revenue can be reliably measured.

Time and material contracts

Revenue on time and material contracts are determined based on the actual time and material costs incurred on the contract plus a mark-up. Revenue on time and material contracts are recognised as the services are rendered.

Fixed price contracts

Revenue from fixed price contracts includes the initial revenue amount agreed in the contract plus any variations in contract work, claims and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a contract can be estimated reliably, revenue is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. Contract expenses are recognised as incurred.

The stage of completion is assessed by reference to surveys of work performed. When the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in profit or loss.

When contract costs incurred to date plus recognised profits less recognised losses exceed progress billings, the surplus representing amounts due from customers is shown as ‘unbilled revenue’ and included under ‘trade and other receivables’. For contracts where progress billings exceed contract costs incurred to date plus recognised profits less recognised losses, the surplus representing amounts due to customers is shown as ‘deferred revenue’ and included under trade and other payables.

3.9 Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.

3.10 Finance income and finance costs

Finance income comprises interest income on funds invested that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings. All borrowing costs are recognised in profit or loss, using the effective interest method.

Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.

3.11 Tax

Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes.




Deferred tax is not recognised for:

• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

• temporary differences related to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and

• taxable temporary differences arising on the initial recognition of goodwill.

The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax periods based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities. Such changes to tax liabilities will impact tax expense in the period that such a determination is made.

3.12 New standards and interpretations not adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 April 2015, and have not been applied in preparing these financial statements. The Group is currently assessing the potential impact of adopting these new standards and interpretations, on the financial statements of the Group.

These new standards include, among other FRS 115 Revenue from Contracts with Customers and FRS 109 Financial Instruments which are mandatory for adoption by the Group on 1 April 2018.

• FRS 115 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It also introduces new cost guidance which requires certain costs of obtaining and fulfilling contracts to be recognised as separate assets when specified criteria are met. When effective, FRS 115 replaces FRS 18 Revenue.

• FRS 109 replaces most of the existing guidance in FRS 39 Financial Instruments: Recognition and Measurement. It includes revised guidance on classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements.

As FRS 115 and FRS 109, when effective, will change the existing accounting standards and guidance applied by the Group in accounting for revenue and financial instruments, these standards are expected to be relevant to the Group. The Group is currently assessing the potential impact of adopting these new standards and interpretations on the financial statements of the Group. The Group does not plan to adopt these standards early.



Notes to the financial statements (Contd.)4 Plant and equipment

Leasehold improvements

Computer equipment

Furnitureand fittings

Office equipment

Total

S$ S$ S$ S$ S$GroupCostAt 1 April 2014 10,664 121,169 14,677 – 146,510Additions – 16,754 – – 16,754Write-off – (69,046) – – (69,046)Translation differences (856) 6,966 (1,179) – 4,931At 31 March 2015 9,808 75,843 13,498 – 99,149Additions – 1,255 – 11,379 12,634Translation differences 508 (1,547) 699 (560) (900)At 31 March 2016 10,316 75,551 14,197 10,819 110,883Accumulated depreciationAt 1 April 2014 8,885 103,138 14,677 – 126,700Depreciation for the year 563 10,233 – – 10,796Write-off – (65,594) – – (65,594)Translation differences (730) 6,725 (1,179) – 4,816At 31 March 2015 8,718 54,502 13,498 – 76,718Depreciation for the year 553 9,596 – 2,829 12,978Translation differences 473 (758) 699 (125) 289At 31 March 2016 9,744 63,340 14,197 2,704 89,985Carrying amountsAt 1 April 2014 1,779 18,031 – – 19,810At 31 March 2015 1,090 21,341 – – 22,431At 31 March 2016 572 12,211 – 8,115 20,898

Leasehold improvements

Computer equipment

Furnitureand fittings

Total

S$ S$ S$ S$CompanyCostAt 1 April 2014 10,664 27,563 14,677 52,904Translation differences (856) (2,051) (1,179) (4,086)At 31 March 2015 9,808 25,512 13,498 48,818Translation differences 508 1,217 699 2,424At 31 March 2016 10,316 26,729 14,197 51,242

Accumulated depreciationAt 1 April 2014 8,885 20,564 14,677 44,126Depreciation for the year 563 3,518 – 4,081Translation differences (730) (1,592) (1,179) (3,501)At 31 March 2015 8,718 22,490 13,498 44,706Depreciation for the year 553 1,786 – 2,339Translation differences 473 1,131 699 2,303At 31 March 2016 9,744 25,407 14,197 49,348

Carrying amountsAt 1 April 2014 1,779 6,999 – 8,778At 31 March 2015 1,090 3,022 – 4,112At 31 March 2016 572 1,322 – 1,894




5 Subsidiaries

Company

2016 2015S$ S$

Unquoted equity shares at cost

Subsidiaries 450,762 526,262

Allowance for impairment loss (10,948) (10,948)At 31 March 439,814 515,314

During the current year, the Company liquidated its investments in Nihon Geometric Kabusiki Kaisya.

In 2015, the Company made an additional capital contribution of S$439,814 in Geometric China Inc. Co., Ltd to meet the working capital requirement of the subsidiary. There were no changes to the Group’s equity shareholdings in the Geometric Asia Pacific Pte. Ltd, subsequent to the capital contribution.

Source of estimation uncertainty

The Company maintains impairment losses at a level considered adequate to provide for potential non-recoverability of the investments in subsidiaries. The level of allowance is evaluated by the Company on the basis of factors that affect the recoverability of the investments. These factors include, but are not limited to, the activities and financial position of the entities and market factors. The Company reviews and identifies balances that are to be impaired on a continuous basis. The amount and timing of recorded expenses for any period would differ if the Company made different judgement or utilised different estimates. An increase in the Company’s impairment losses would increase the Company’s recorded other operating expenses and decrease the carrying value of the investments in subsidiaries.

Details of the subsidiaries are as follows:

Name Principal place of business/Country of incorporation

Principal activities Ownership interest

2016 2015% %

Shanghai You Hua Engineering Machinery Design Co. Ltd. (also known as Geometric China Inc.)

People’s Republic of China Design of automobiles and their spare parts

100 100

Nihon Geometric Kabusiki Kaisya (also known as Geometric Japan K.K.)

Japan Computer software development, operation & maintenance control

– 100

6 Trade and other receivables

Group Company2016 2015 2016 2015

S$ S$ S$ S$Trade receivables-third parties 2,507,924 1,938,181 927,271 788,219Unbilled receivables – third parties 1,775,794 2,181,895 524,504 396,775Allowance for doubtful receivables – (232,098) – –

4,283,718 3,887,978 1,451,775 1,184,994Amounts due from immediate holding company – trade 4,555 34,456 4,555 –Amounts due from subsidiaries – non-trade – – – 460,074Amounts due from related corporations – trade 504,683 664,875 85,242 68,699Deposits 78,332 60,541 57,682 50,021Other receivables 201,052 347,703 143,401 92,095Loans and receivables 5,072,340 4,995,553 1,742,655 1,855,883Prepayments 56,073 44,840 37,455 31,386Total trade and other receivables 5,128,413 5,040,393 1,780,110 1,887,269

Amounts due from subsidiaries (non-trade) are unsecured, interest-free, and are repayable on demand.



Notes to the financial statements (Contd.)6 Trade and other receivables (Contd.)

The ageing of loans and receivables at the reporting date is as follows:

Gross Impairment allowance

Gross Impairment allowance

2016 2016 2015 2015

S$ S$ S$ S$

Group

Not past due 1,831,405 – 3,254,567 –

1 – 30 days 1,781,773 – 636,864 –

31 – 60 days 362,962 – 442,444 –

61 – 90 days 36,138 – 212,267 –

More than 90 days 1,060,062 – 681,509 (232,098)

5,072,340 – 5,227,651 (232,098)

Company

Not past due 637,408 – 1,163,592 –

1 – 30 days 902,661 – 545,746 –

31 – 60 days 22,361 – 146,545 –

61 – 90 days – – – –

More than 90 days 180,225 – – –

1,742,655 – 1,855,883 –

Impairment

The Group and Company makes allowances for bad and doubtful debts based on an assessment of the recoverability of trade and other receivables. Allowances are applied to trade and other receivables when events or changes in circumstances indicate that the balances may not be collectible. The identification of bad and doubtful debts requires the use of judgment and estimates. Where the expected outcome is different from the original estimate, such difference will impact carrying value of trade and other receivables and doubtful debt expenses in the period in which such estimate has been charged.

The Group and the Company believe that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customer’s credit ratings, when available.

The movements in the allowance for impairment in respect of trade receivables during the year were as follows:

Group Company2016 2015 2016 2015

S$ S$ S$ S$

At 1 April 232,098 – – –Allowance for doubtful receivables – 232,098 – –Reversals (226,690) – – –Translation difference (5,408) – – –At 31 March – 232,098 – –




7 Cash and cash equivalents

Group Company

2016 2015 2016 2015

S$ S$ S$ S$

Cash at bank 4,027,847 2,357,083 3,218,807 1,560,862

8 Share capital and reserves

Company

2016 2015

No. of shares S$ No. of shares S$

Ordinary share capital

At 1 April and 31 March 100,000 100,000 100,000 100,000

All issued shares are fully paid, with no par value.

All the ordinary shares rank equally with regard to the Company’s residual assets.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

Capital management

The Group defines its capital as share capital and other components of the equity. The primary objective of the Group’s capital management is to ensure that it maintains a healthy capital base to support its business and maximise shareholder’s value.

There are no changes in the Group’s approach to capital management during the year.

The Group is not subject to externally imposed capital requirements.

Reserves

2016 2015

S$ S$

Foreign currency translation reserve 442,556 541,055

Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of the foreign operations of the Group.

9 Trade and other payables

Group Company

2016 2015 2016 2015

S$ S$ S$ S$

Trade payables - third parties 20,754 9,428 18,168 9,428

Amounts due to holding company – trade – 1,490,954 – 526,315

Amounts due to related corporations – trade 3,838,525 1,012,394 1,942,273 6,620

Accrued operating expenses 1,308,634 948,479 646,309 725,673

Deferred revenue 44,650 62,862 55,868 46,432

Other payables 82,612 33,258 27,258 37,344

5,295,175 3,557,375 2,689,876 1,351,812



Notes to the financial statements (Contd.)10 Revenue

The Group’s revenue comprises of the following:

Group2016 2015

S$ S$Engineering services 6,345,772 3,331,251 Software services 8,541,154 8,392,361Products 37,846 1,385,342

14,924,772 13,108,954

11 Other income

Group

2016 2015

S$ S$

Miscellaneous income – 39,911

12 Profit before tax

The following items have been included in arriving at profit before tax for the year:

Group

2016 2015S$ S$

(Reversal of)/Allowance for doubtful receivables (226,690) 232,098Write-off of plant and equipment – 3,452Depreciation of plant and equipment 12,978 10,796Staff cost:- Salaries, bonuses and related costs 6,408,773 6,176,201- Contributions to defined contribution plans 767,135 605,036

13 Tax expense

Group

2016 2015

S$ S$

Current tax expense

Current year 44,570 107,604

Tax expense 44,570 107,604

Reconciliation of effective tax rate

Profit before tax 227,824 936,827

Tax at statutory rate of 17% (2015:17%) 38,730 159,261

Effect of tax rates in foreign jurisdictions 20,293 97,182

Tax exempt income (2,770) (142,596)

Recognition of previously unrecognised deferred tax assets (11,683) (6,243)

44,570 107,604




Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items.

Group Company

2016 2015 2016 2015

S$ S$ S$ S$

Deductible temporary differences 143,681 174,753 143,681 174,753

Tax losses 113,945 151,596 113,945 151,596

257,626 326,349 257,626 326,349

Tax losses are subject to agreement by the tax authorities and compliance with tax regulations in respective countries in which the group operates. Tax losses of S$113,945 (2015: S$151,596) arise from the Company’s branch in Japan. These tax losses will expire in 2023 (2015 : 2023). Deferred tax assets have not have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom.

14 Finance income and expense

Group

2016 2015

S$ S$

Recognised in profit or loss:

Interest income from bank 9,172 2,098

Exchange gain (net) 190,202 –

Finance income 199,374 2,098

Interest expense (71) –

Exchange loss (net) – (61,684)

Finance expense (71) (61,684)

Net finance income/(expense) 199,303 (59,586)

15 Financial instruments

Financial risk management

Overview

The Group has exposure to the following risks:

• credit risk

• liquidity risk

• market risk

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital.

Risk management framework

The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

13 Tax expense (contd.)




The Board of Directors oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily for trade receivables). Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Group grants credit terms in the normal course of business.

The Group and the Company does not hold any collateral in respect of its financial assets.

Risk Management Policy

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

As at 31 March 2016, approximately 49% (2015: 64 %) of the Group’s and the Company’s trade receivables is attributable to three multinational customers. There are no other concentration of credit risk.

Cash and bank balances are placed with financial institutions which are regulated.

Further information on the ageing profile of loans and receivables and the impairment basis for loans and receivables are as disclosed in Note 6.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The expected contractual undiscounted cash outflows of financial liabilities, which is trade and other payables excluding deferred revenue, approximate their carrying values and are due within twelve months from the reporting date.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising return to the Group.

Currency risk

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.

The Group is exposed to currency risk on revenue and purchases that are denominated in a currency other than the respective functional currencies of Group entities. The foreign transactions of the Group are mainly denominated in Renminbi (RMB), Japanese Yen (Yen) and the United States Dollar (USD).

15 Financial instruments (contd.)




The Group’s and the Company’s exposures to foreign currencies expressed in S$ equivalent are as follows:

RMP Yen USD

S$ S$ S$

Group

2016

Cash and cash equivalents – 2,707,161 540,697

Trade and other receivables 30,299 1,108,980 1,007,638

Trade and other payables – (1,016,219) (1,643,311)

30,299 2,799,922 (94,976)

2015

Cash and cash equivalents – 489,104 165,167

Trade and other receivables – 226,723 1,691,586

Trade and other payables – (454,572) (2,084,027)

– 261,255 (227,274)

Company

2016

Cash and cash equivalents – 2,707,161 90,667

Trade and other receivables 30,299 1,108,980 459,434

Trade and other payables – (1,016,219) (804,751)

30,299 2,799,922 (254,650)

2015

Cash and cash equivalents – 489,104 165,167

Trade and other receivables – 226,723 808,783

Trade and other payables – (454,572) (280,943)

– 261,255 693,007

A 10% strengthening of the Singapore dollar against the following currencies at the reporting date would (decrease)/increase profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

Profit or loss2016 2015

S$ S$GroupRMB (3,030) –Yen (279,992) (26,126)USD 9,498 22,727CompanyRMB (3,030) –Yen (279,992) (26,126)USD 25,465 (69,301)

10% weakening of the Singapore dollar against the above currencies at reporting date would have had an equal but opposite effect on the amounts shown above, on the basis that all other variables remain constant.





Fair value hierarchy

When measuring the fair values of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

• Level 1: quoted price (unadjusted) in active markets for identical assets or liabilities;

• Level 2: inputs other quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

No fair value hierarchy information is disclosed as the carrying amounts of the financial assets and financial liabilities approximates their fair value.

Accounting classification and fair values

The fair values of financial assets and financial liabilities, together with the carrying amounts shown in the statement of financial position, are as follows:

Carrying amount Fair ValueLoans and

receivablesOther financial

liabilitiesTotal

S$ S$ S$ S$Group31 March 2016Financial assets not measured at fair valueTrade and other receivables* 5,072,340 – 5,072,340 5,072,340Cash and cash equivalents 4,027,847 – 4,027,847 4,027,847

9,100,187 – 9,100,187 9,100,187Financial liabilities not measured at fair valueTrade and other payables# – (5,250,525) (5,250,525) (5,250,525)

Group31 March 2015Financial assets not measured at fair valueTrade and other receivables* 4,995,553 – 4,995,553 4,995,553Cash and cash equivalents 2,357,083 – 2,357,083 2,357,083








liabilitiesTotal

S$ S$ S$ S$Company31 March 2016Financial assets not measured at fair valueTrade and other receivables* 1,742,655 – 1,742,655 1,742,655Cash and cash equivalents 3,218,807 – 3,218,807 3,218,807


* Excludes prepayments

# Excludes deferred revenue



liabilitiesTotal

S$ S$ S$ S$Company31 March 2015Financial assets not measured at fair valueTrade and other receivables* 1,855,883 – 1,855,883 1,855,883Cash and cash equivalents 1,560,862 – 1,560,862 1,560,862


* Excludes prepayments# Excludes deferred revenue

16 Commitments

Operating lease commitments

At the reporting date, the Group and the Company were committed to make the following lease payments in respect of non-cancellable operating leases of office premises:

Group Company2016 2015 2016 2015

S$ S$ S$ S$Within 1 year 182,449 269,084 62,035 28,256More than 1 year and within 5 years 37,149 120,414 37,149 –

219,598 389,498 99,184 28,256

The Group and Company leases office space under operating leases. Lease payments are revised at renewal and include option to renew for a period of 1 year to 2 years. None of the operating lease arrangements include contingent rental.




Notes to the financial statements (Contd.)17 Related party transactions

Key management personnel compensation

The Board of Directors are considered as key management personnel of the Company who are also employees of the immediate holding company. The Company do not reimburse the immediate holding company for the services rendered by the Board of Directors.

Other related party transactions

Significant related party transactions, other than those disclosed elsewhere in the financial statements, are as follows:

Group2016 2015

S$ S$Software consulting and development services rendered to:- Immediate holding company 395,252 36,200- Related corporations 1,911,507 2,141,236Software consulting and development services rendered by:- Immediate holding company (4,704,463) (3,224,626)- Related corporations (472,144) –- Expenses paid on behalf of the Company (21,218) (309,238)


Geometric China, Inc.

GEOMETRIC CHINA, INC.


Regd. Office:23B, World Plaza, No. 855, South Pudong Road,Pudong New Area, Shanghai, PRC 200120



Auditors' Report

Statement by Director

To the Board of Directors of Geometric China, Inc.

We have audited the accompanying financial statements of Geometric China, Inc., (“the Company”). which comprise the balance sheet as at 31 March 2016, and the income statement, cash flow statement and the statements of changes in owner’s equity for the year then ended, and the notes to these financial statements.

1. Management’ Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

2. Independent Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the financial statements.


3. Opinion

In our opinion, the accompanying financial statements are properly drawn up in accordance with the provisions of International Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company as at 31 March 2016 and the results, changes in equity and cash flows of the Company for the year then ended.

My Whole Way CPAs Shanghai, The People’s Republic of China Date: 15 April 2016

In the opinion of the director, the accompanying financial statements are drawn up so as to give a true and fair view of the state of affairs of the Company as at 31 March 2016 and the results, changes in equity and cash flows of the Company for the year then ended and at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

KIRANKUMAR PRABHAKAR JAMBHEKAR Executive Director I Legal Representative

Date: 15 April 2016



Balance Sheet as at 31 March 2016(All amounts are stated in RMB unless otherwise stated)

31-Mar-16 31-Mar-2015Note CNY Equivalent ` Mn CNY Equivalent ` Mn

Non-current AssetsProperty, plant and equipment 4 90,870 1 81,768 1Total non-current assets 90,870 1 81,768 1Current AssetsDeferred tax assets 5 1,08,064 1 1,55,400 2Trade receivables 6 1,56,01,580 160 1,46,76,958 148Other receivables 7 6,03,841 6 5,16,455 5Cash and bank balance 8 37,28,412 38 33,16,001 33Total current assets 2,00,41,897 205 1,86,64,814 188Total assets 2,01,32,767 206 1,87,46,582 189Owners' equityPaid-in capital 9 32,81,105 33 32,81,105 33Accumulated profit 37,88,448 39 35,89,407 36Total owners' equity 70,69,553 72 68,70,512 69Current LiabilitiesOther payables 10 1,30,63,214 134 1,18,76,070 120Total Liabilities 1,30,63,214 134 1,18,76,070 120Total liabilities and owners' equity 2,01,32,767 206 1,87,46,582 189Exchange rate used for translation 1 RMB = ` 10.25 10.10

The accompanying notes are an integral part of these financial statements.

Income Statement for the financial year ended 31 March 20162016 2015

Note CNY Equivalent ` Mn CNY Equivalent ` MnRevenue 11 32,274,428 331 30,544,246 308Cost of revenue 12 (5,371,819) (55) (4,335,826) (44)Business tax and surcharges (184,006) (2) (135,821) (1)Gross profit 26,718,603 274 26,072,599 263Administrative expenses (26,590,656) (273) (24,727,756) (250)Marketing and distribution expenses (102,000) (1) (102,000) (1)Profit from operations 13 25,947 0 1,242,843 13Finance cost (net) 14 264,849 3 42,363 0Non-operating income - - 206,078 2Non-operating expense income - - (15,410) (0)Profit before taxation 290,796 3 1,475,874 15Income tax expenses 15 (91,755) (1) (490,954) (5)Net profit for the year 199,041 2 984,920 10Exchange rate used for translation 1 RMB = ` 10.25 10.10




Statements of financial position as at 31 March 2016(All amounts are stated in RMB unless otherwise stated)

Paid-in capital Accumulated Profit Total

CNY Equivalent ` in Mn



Balance as at 1 April 2014 11,25,552 12 26,04,487 27 37,30,039 38

Investment from the shareholder 21,55,553 22 - 21,55,553 22

Net profit for the year - 9,84,920 10 9,84,920 10

Balance as at 31 March 2015 32,81,105 34 35,89,407 37 68,70,512 70

Balance as at 1 April 2015 32,81,105 34 35,89,407 37 68,70,512 70

Net loss for the year - 1,99,041 2 1,99,041 2

Balance as at 31 March 2016 32,81,105 34 37,88,448 39 70,69,553 72

Exchange rate used for translation 1 RMB = ` 10.25




(All amounts are stated in RMB unless otherwise stated)

2016 2015

CNY Equivalent ` Mn CNY Equivalent ` Mn

Cash flows from operating activities:

Net profit for the year 1,99,041 2 9,84,920 10

Adjustments to reconcile net profit to net cash generated from operating activities:

Depreciation of fixed assets 48,634 0 32,086 0

Gain on sale of property, plant and equipment - - 14,910 0

Decrease of deferred tax assets (1,08,064) (1) (1,55,400) (2)

Operating income before working capital changes 1,39,611 1 8,76,516 9

Net increase in trade and other receivables (10,12,008) (10) (75,44,382) (76)

Net increase in trade and other payables 12,84,808 13 28,61,985 29

Net cash used in/(generated from) operating activities 4,12,411 4 (38,05,881) (38)

Cash flows from investing activities:

Purchase of property, plant & equipment - - (74,786) (1)

Disposal of property, plant and equipment Net cash used in investing activities

- - 500 0

Cash flow from financing activities Proceeds from capital injected by investors

- - (74,286) (1)

Net cash flow from financing activities

Cash flow from financing activities

Proceeds from capital injected by investors - - 21,55,553 22

Net cash flow from financing activities - - 21,55,553 22

Effects on cash and cash equivalents due to exchange rate changes

- - - -

Net increase/(decrease) in cash and cash equivalents 4,12,411 4 (17,24,614) -17

Cash and cash equivalents at the beginning of the year 33,16,001 34 50,40,615 51

Cash and cash equivalents at the end of the year 37,28,412 38 33,16,001 33

Exchange rate used for translation 1 RMB = ` 10.25 10.10


Cash Flow Statement for the financial year ended 31 March 2016



Notes to the financial statements for the year ended 31 March 2016

(All amounts are stated in RMB unless otherwise stated)These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1 Corporate Information

Geometric China, Inc. (the “Company”) is a wholly foreign owned enterprise registered in Shanghai Pudong New Area Municipal People’s Government on 12 December 2005.

The Company was established by Michael Mc Connell with paid-in capital of USD140,000, registered with Shanghai Administration for Industry and Commerce on 12 December 2005.

On 25 February 2008, the 100% of equity interests of the Company was transferred from Michael Mc Connell to Geometric Asia Pacific Pte. Ltd.

On 24April2014, the paid-in capital of the Company was increased from USD 140,000 to USD 489,000 by Geometric Asia Pacific Pte. Ltd.

The principal activities of the Company are developing, designing, marketing and selling of engineering solutions, services and technologies for vehicle and heavy-duty equipment; supplying related after sales service and technical consultation. The address is 23 B, 855 South Pudong Road, Shanghai, China.

2 Summary of significant accounting policies

2.1 Basis of Preparation

The financial statements are prepared based on the management accounts of the Company. The principal accounting policies adopted in the preparation of the management accounts are in conformity with the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People Republic of China, which differ in certain respects from International Financial Reporting Standards (“IFRS”). These financial statements have incorporated adjustments made to the management accounts in order to conform with IFRS.

The amounts shown in these financial statements are presented in Renminbi (“RMB”).

2.2 Accounting Year

The accounting year of the Company is from 1 April to 31 March.

2.3 Property, Plant and Equipment

2.3.1Property, Plant and Equipment

All other items of property, plant and equipment are initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

2.3.2Components of Costs

The cost of an item of plant and equipment includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

2.3.3 Depreciation

Depreciation is provided on the straight-line basis so as to write off the cost of plant and equipment less residual value over their estimated useful lives as follows:

Item Years

Computer 5

Office equipment 5

The useful lives of plant and equipment are reviewed and adjusted as appropriate at each balance sheet date

2.4 Revenue Recognition

Provided it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably, revenue is recognised in the income statement as follows:


Notes to the financial statements for the year ended 31 March 2016 (Contd.)



2.4.1 Time and Material Contracts

Revenue from time and material contracts for software development is recognised on completion of contracts or at stages as per the applicable terms and conditions agreed with the customers and when the deliverables are dispatched to customers.

2.4.2 Fixed Price Contracts

In case of fixed price contracts, revenue is recognised on milestones achieved as specified in the contracts on the proportionate completion method on the basis of work completed.

2.4.3 Other Revenue

Revenue from sale of traded software products and software upgrading fee is recognised when the sale has been completed with the passing of the title. Revenue from software upgrading fees on software developed by the Group is recognised over the period for which it is received.

2.4.4 Interest Income

Interest income is measured on a time proportion basis using the effective interest method.

2.5 Foreign Currency

2.5.1 Functional and Presentation Currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the “functional currency”). The financial statements are presented in RMB, which is the Company’s functional and presentation currency

2.5.2 Foreign Currencies Transactions

The functional currency is the Renminbi (“RMB”) as it reflects the primary economic environment in which the entity operates. Transactions in foreign currencies are recorded in the functional currency at the rates ruling at the dates of the transactions. At each end of the reporting year, recorded monetary balances and balances measured at fair value that are denominated in non-functional currencies are reported at the rates ruling at the balance sheet and fair value dates respectively. All realised and unrealised exchange adjustment gains and losses are dealt with in the income statement except when deferred in equity as qualifying cash flow hedges. The presentation is in the functional currency.

2.6 Fair Value Estimation

The fair values of financial instruments traded in active markets are based on quoted market prices at the balance sheet date. The quoted market prices used for financial assets held by the Company are the current bid prices; the appropriate quoted market prices for financial liabilities are the current ask prices.

The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for similar instruments are used where appropriate. Other techniques, such as estimated discounted cash flows, are also used to determine the fair values of the financial instruments.

The carrying amounts of current receivables and payables are assumed to approximate their fair values. The fair values of non-current receivables for disclosure purposes are estimated by discounting the future contractual cash flows at the current market interest rates that are available to the Group for similar financial instruments.

2.7 Related Parties

A related party is an entity or person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common or joint control with, the entity in governing the financial and operating policies, or that has an interest in the entity that gives it significant influence over the entity in financial and operating decisions. It also includes members of the key management personnel or close members of the family of any individual referred to herein and others who have the ability to control, jointly control or significantly influence by or for which significant voting power in such entity resides with, directly or indirectly, any such individual. This includes parents, subsidiaries, fellow subsidiaries, associates, joint ventures and post-employment benefit plans, if any.




(All amounts are stated in RMB unless otherwise stated) The Company is a subsidiary of Geometric Asia Pacific Pte. Ltd, incorporated in Singapore.

There are transactions and arrangements between the Company and members of the group and the effects of these on the basis determined between the parties are reflected in these financial statements. The current inter-company balances are unsecured without fixed repayment terms and interest unless stated otherwise.

2.8 Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank deposits and short-term, highly liquid investments which are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents are presented net of bank overdrafts which are repayable on demand and which form an integral part of the Company’s cash management.

2.9 Impairment of Non-Financial Assets

Irrespective of whether there is any indication of impairment, an annual impairment test is performed at the same time every year on an intangible asset with an indefinite useful life or an intangible asset not yet available for use. The carrying amount of other non-financial assets is reviewed at each reporting date for indications of impairment and where an asset is impaired, it is written down through the income statement to its estimated recoverable amount. The impairment loss is the excess of the carrying amount over the recoverable amount and is recognised in the income statement. The recoverable amount of an asset or a cash-generating unit (“CGU”) is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). At each reporting date non-financial assets other than goodwill with impairment loss recognised in prior periods are assessed for possible reversal of the impairment. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

2.10 Impairment of Financial Assets

The Company assesses at each balance sheet date whether there is objective evidence that a financial asset is impaired. If there is objective evidence that an impairment loss on loans and receivables has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred} discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss is recognised in the income statement.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the income statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.

2.11 Trade and Other Receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. An allowance for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the allowance is recognised in the income statement.

Other receivable are stated at fair value and subsequently measured at amortised cost, using effective interest method.

Liabilities for trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. Interest-bearing liabilities are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowing on an effective interest basis.





Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.

2.12 Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is more likely than not that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as finance costs.

Provisions are reviewed at each balance sheet date’ and adjusted to reflect the current best estimates. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

2.13 Operating Leases

Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are taken to the income statement on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination takes place. ·

2.14 Finance Costs

Interest expense and similar charges are expensed in the profit and loss account in the period in which they are incurred, except to the extent that they are capitalized as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognized in the income statement using the effective interest rate method.

2.15 Employee Benefits

Pursuant to the relevant regulations of the PRC government, the Company has participated in a local municipal government retirement benefit and housing schemes (the “Schemes”), whereby the Company is required to contribute a certain percentage of the basic salaries of its employees to the Schemes to fund their retirement and housing benefits. The local municipal government undertakes to assume the retirement and housing benefits obligations of all existing and future employees of the Company. The only obligation of the Company with respect to the Schemes is to pay the ongoing required contributions under the Schemes mentioned above. Contributions under the Schemes are charged to the income statement as and when they are incurred.

For employee leave entitlement the expected cost of short-term employee benefits in the form of compensated absences is recognized in the case of accumulating compensated absences, when the employees render service that increases their entitlement to future compensated absences; and in the case of non-accumulating compensated absences, when the absences occur. A liability for bonuses is recognized where the entity is contractually obliged or where there is constructive obligation based on past practice.

2.16 Income Taxes

Current income tax liabilities (and assets) for the current and prior periods are recognized at the amounts expected to be paid to (or recovered from) the tax authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax assets/liabilities are recognized for all deductible/taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax assets/liabilities arise from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax asset is recognized to the extent that it is




(All amounts are stated in RMB unless otherwise stated)probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax assets and liabilities are measured at:

(i) the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date; and

(ii) the tax consequence that would follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognized as income or expenses in the income statement for the period, except to the extent that the tax arises from a business combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.

3 Critical Judgements, Assumption And Estimation Uncertainties

The critical judgments made in the process of applying the accounting policies that have the most significant effect on the amounts recognized in the financial statements and the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. These estimates and assumptions are periodically monitored to ensure they incorporate all relevant information available at the date when financial statements are prepared. However, this does not prevent actual figures differing from estimates.

Allowance for doubtful acocunts:

An allowance is made for doubtful accounts for estimated losses resulting from the subsequent inability of the customers to make required payments. If the financial conditions of the customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods. Management generally analyses accounts receivables and analyses historical bad debt, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. To the extent that it is feasible impairment and uncollectability is determined individually for each item. In cases where that process is not feasible, a collective evaluation of impairment is performed. At the end of the reporting year, the receivables carrying amount approximates the fair value and the carrying amounts might change materially within the next financial year but these changes would not arise from assumptions or other sources of estimation uncertainty at the end of the reporting year.

Deferred tax estimation:

Management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. A deferred tax asset is recognized if it is probable that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses can be utilized. Management also considers future taxable income and tax planning strategies in assessing whether deferred tax assets should be recognized in order to reflect changed circumstances as well as tax regulations. As a result, due to their inherent nature, it is likely that deferred tax calculation relates to complex fact patterns for which assessments of likelihood are judgmental and not susceptible to precise determination.

Impairment of advance costs

The Company determines the recoverability of the costs incurred on contracts that cannot be billed. This determination requires significant judgment. The Company exercises its judgment using historical and industry trends, general market conditions, forecasts and other available information. An error in the judgment may impact the amount of advance cost to be carried in the balance sheet





4 Property, Plant and Equipment

Computer and Office Equipment

Total

Cost:As at 1 April 2014 418,819 418,819Additions 74,787 74,787Disposal (308,200) (308,200)As at 31 March 2015 185,406 185,406Additions 57,736 57,736As at 31 March 2016 243,142 243,142

Accumulated depreciation: As at 1 April2014 (364,342) (364,342)Additions (32,086) (32,086)Disposal 292,790 292,790As at 31 March 2015 (103,638) (103,638)Additions (48,634) (48,634)As at 31 March 206 (152,272) (152,272)Net book value:As at 31 March 2015 81,768 81,768As at 31 March 2016 90 870 90,870

5 Deferred Tax Assets

31 March 2016 31 March 2015

Allowance for bad debts - 155,400

Accrued expense 108,064 -

108,064 155,400

6 Trade Receivables

31 March 2016 31 March 2015Trade receivablesThird parties 12,034,130 11,097,702Amount due from related companies 3,567,450 4,615,256

15,601,580 15,712,958Less: impairment -Balance at beginning 1,036,000 -Allowance made during the year - 1,036,000Allowance no longer required (1,036,000) -Balance at end - 1,036,000

15,601,580 14,676,958

The carrying amounts of trade receivables approximate their fair values. The allowance for impairment was provided.

Amount due from related companies is unsecured, non-interest bearing and no fixed term of repayment.

The Company does not have concentration of credit risk in respect of a customer or a group of customers.




(All amounts are stated in RMB unless otherwise stated) Trade receivables are denominated in the following currencies:

31 March 2016 31 March 2015Renminbi 14,093,934 11,097,702Swedish krona 160,980 265,650United States Dollar 1,346,666 4,349,606

15,601,580 15,712,958

The aging of trade receivables at the balance sheet date is:

31 March 2016 31 March 2015

0 - 60 days 14,844,234 6,979,640

61-90 days 757,346 1,831,275

91-180 days - 5,866,043

Above 180 days - 1,036,000

15,601,580 15,712,958

7 Other Receivables

31 March 2016 31 March 2015

Third parties 588,757 460,560

Recoverable from client 15,084 10,798

Deposits - 45,097

603,841 516,455

The carrying amounts of other receivables approximate their fair values and dominated by Renminbi currency.

8 Cash and Bank Balance

31 March 2016 31 March 2015

Cash at banks 3,728,412 3,316,001

On 31 March 2016, cash and bank balances are denominated in the following currencies.

31 March 2016 31 March 2015

Renminbi 1,576,395 1,144,588

United States Dollar 2,152,017 2,171,413

3,728,412 3,316,001

9 Paid-in Capital

31 March 2016 31 March 2015

Registered capital and paid-in capital:

Balance as at the end of year USD 489,990 USD 489,990

The Company’s paid-in capital is in USD and was verified by an Independent Certified Public Accountants. The report is dated on 24 April 2014.

6 Trade Receivables (contd.)





10 Other Payables

31 March 2016 31 March 2015Amount due to holding company - 2,018,481Amount due to related companies 10,541,912 8,075,504Others 2,521,302 888,017

13,063,214 10,982,002

The amount due to the holding company was payments made on behalf of the Company. The amount is unsecured, interest free and payable on demand.

Amount due to related companies are unsecured, non-interest bearing and repayable on demand.

The carrying amounts of other payables approximate their fair values and are denominated in the following currencies:

31 March 2016 31 March 2015Renminbi 9,495,048 2,584,236United States Dollar 3,927,677 8,100,891Indian Rupee (359,511) 296,875

13,063,214 10,982,002

10 Revenue

31 March 2016 31 March 2015Consultancy Service 32,274,428 30,544,246

12 Cost Of Revenue

31 March 2016 31 March 2015Cost of revenue (5,371,819) (4,335,826)

13 Profit from Operations

31 March 2016 31 March 2015Profit from operations is after charging: Depreciation and amortization 48,634 32,086Director’s remuneration - -Rental of premises & equipment 240,828 211,634Staff costs 24,120,562 21,388,915Travelling expenses 1,491,022 1,198,212

Director’s remuneration

There is no director remuneration offer to the directors during the financial year

14 Finance Cost (Net)

31 March 2016 31 March 2015Bank charge (20,965) (15,950)Interest income 11,100 9,181Profit on foreign exchange 274,714 49,132

264,849 42,363




(All amounts are stated in RMB unless otherwise stated)15 Income Tax Expense

31 March 2016 31 March 2015Current tax:Current tax on profits for the year (44,419) (646,354)Total current tax (44,419) (646,354)Deferred tax:Adjustment of bad debts (155,400) 155,400Provision 108,064 -Total deferred tax (47,336) 155,400Income tax expenses (91,755) (490,954)

The tax on the profit before tax differs from the theoretical amount that would arise using the income tax rate applicable to profits of the Company as follows:

31 March 2016 31 March 2015Profit before tax 290,796 1,475,874Tax calculated at domestic tax rates applicable to profits 72,699 451,616Tax effects of: - Adjustment of bad debts - 155,400 - Adjustment of accrued expenses 95,689 12,375 - Adjustment of accrued salary/bonus (207,129) (14,178) - Adjustment of recoverable from customers 83,160 41,141Re-measurement of deferred tax -Accrued expense (108,064) -Re-measurement of deferred tax assets for allowance of bad debts 155,400 (155,400)Tax charge 91,755 490,954

16 Significant Related Company/Parties Transactions

Name of related Company Place of lncorporation Relationshilp with the Company

Type of Company % of Paid-in capital

Geometric Asia Pacific Pte. ltd. ("Geometric AP")

Singapore Parent Company Limited Company 100%

Geometric Ltd. ("GL") India Holding Company Limited Company NA

Geometric Americas, Inc. ("GAl") America By the same parent Company Limited Company NA

Geometric Engineering, Inc. America By the same parent Company Limited Company NA

GEOMETRIC EUROPE, GmbH Germany By the same parent Company Limited Company NA

3D PLM Software Solutions Ltd. India By the same parent Company Limited Company NA

Balances between the Company and related companies during the financial year:

31 March 2016 31 March 2015Trade receivablesGL 1,273,736 111,849Geometric Europe, GmbH 172,304 886,487GAl 2,121,410 3,616,920

3,567,450 4,615,256





31 March 2016 31 March 2015Other payablesGL 6,044,140 3,492,607GAl 4,497,127 4,582,898GAP - 2,018,4813D PLM Software Solutions Ltd 644 -

10,519,321 10,093,985

Significant related companies/parties transactions on terms agreed between the Company and its related parties are as follows:

31 March 2016 31 March 2015Related companies transaction: Consultancy service 8,927,193 9,318,080Consultancy service charge (5,371,819) (4,335,826)

3,555,374 4,982,254

Director's remuneration

There is no director remuneration offer to the directors during the financial year.

17 Operating Lease Committment

Rental expenses for offices and equipment for the Company were RMB 240,828 (2015: RMB 211,634). The leases have varying terms, escalation clauses and renewal rights. Future minimum rental under non-cancellable leases contracted for at balance sheet date but not recognised as liabilities are as follow as at 31 March:

31 March 2016 31 March 2015Payable with 1 year 120,414 240,828Payable with 2-5 years - 120,414Total 120,414 361,242

18 Financial Instruments

Financial Risk Management Objectives and Policies

The main purpose for holding or issuing financial instruments is to raise and manage the finances for the entity’s operating, investing and financing activities. There is exposure to the financial risks on the financial instruments such as credit risk, liquidity risk and market risk comprising interest rate, currency risk and price risk exposures. The management has certain practices for the management of financial risks. However these are not documented in formal written documents. The following guidelines are followed: All financial risk management activities are carried out and monitored by senior management staff. All financial risk management activities are carried out following good market practices. The Company is exposed to currency and interest rate risks. There are no arrangements to reduce such risk exposures through derivatives and other hedging instruments.

Credit Risk

Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties to discharge their obligations in full or in a timely manner consist principally of cash balances with banks, cash equivalents and receivables. The maximum exposure to credit risk is the fair value of the financial instruments at the end of the reporting year. Credit risk on cash balances with banks is limited because the counter-parties are banks with acceptable credit ratings. For credit risk on receivables an ongoing credit evaluation is performed of the debtors’ financial condition and a loss from impairment is recognised in the income statement. There is no significant concentration of credit risk, as the exposure is spread over a large number of counter-parties and customers unless otherwise disclosed in the notes to the financial statements. The exposure to credit risk is controlled by setting limits on the exposure to individual customers and these are disseminated to the relevant persons concerned and compliance is monitored by management.

The average credit period generally granted to trade receivable customers is about 30 days. But some customers take a longer period to settle the amounts. The table below illustrates the ageing analysis:

31 March 2016 31 March 2015Trade receivables:Less than 90 days 15,601,580 8,810,915Over 90 days - 6,902,043Total 15,601,580 15,712,958

16 Significant Related Company/Parties Transactions (contd.)





31 March 2016 31 March 2015Foreign Currency Risk

Analysis of amounts denominated in non-functional currencies:

Financial assets:

Trade and other Receivables

Cash and cash equivalents

At 31 March 2016

Swedish krona 1,60,980 -

United States Dollar 1 346 666 2 152 017

At 31 March 2015:

Swedish krona 265,650 -

United States Dollar 4 349 606 2 171 411

Financial liabilities: Trade and other Payables

At 31 March 2016:

Indian Rupee (359 511)

United States Dollar 3 927 677

At 31 March 2015

Indian Rupee 296 875

United States Dollar 8 100,891

Sensitivity analysis

A 5% strengthening of RMB against the AUS dollar would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

Interest Rate Risk

The interest rate risk exposure is mainly from changes in interest rates, The interest rate risk on financial assets is not significant

Liquidity Risk

The liquidity risk is managed on the basis of expected maturity dates of the financial liabilities.

The following table analyses financial liabilities by remaining contractual maturity:

31 March 2016 31 March 2015

Trade and other payablesWithin 1 year 12,321,011 10,982,0021-2 years - -

Fair Value of Financial Instruments

There are no other differences between the book value and the fair value of the Company’s financial assets and liabilities. The Company does not engage in transactions involving financial derivatives.

19 Approval Of Financial Statements

The financial statements were approved and authorized for issue by the Company on 15 April 2016.

18 Financial Instruments (contd.)



GEOMETRIC EUROPE GmbH


Regd. Office:Dachauer Straße 15a 85764, Oberschleißheim, Germany



Board’s Report

1. OPERATIONS:

The Company has registered total revenue of € 11,399,842 and a Net Loss of € 236,800.

2. SHARE CAPITAL:

During the year, there was no change in the share capital of the Company.

Balance Sheet as at March 31, 201631-Mar-16 31-Mar-15

€ Equivalent ` In Mn


ASSETSFixed AssetsFixed Assets -Computers- Manual * 7,595 1 1,364 0 Accumulated Depreciation - Computers (506) - (52) - Net Assets 7,089 1 1,313 0 Non-current AssetsInvestment in SubsidiariesGeometric GmbH (formerly known as 3 CAP Technologies GmbH) 88,23,590 660 88,23,590 595 Geometric SAS, France 37,059 3 37,059 2 Geometric SRL, Romania 94,290 7 94,290 6 Current AssetsTrade and other receivablesTrade receivables 19,21,920 144 18,82,149 127 Receivables from employees 26,825 2 34,213 2 Receivables towards affiliate companies 9,70,998 73 3,47,827 23 Inter-company loan 15,33,910 115 8,62,409 58 Unbilled revenue 14,40,113 108 9,07,560 61 Cash and bank balance 4,58,810 34 1,94,071 13 Other receivables 23,151 2 1,31,596 9 Deposits 9,104 1 - - Total Current Assets 63,84,831 479 43,59,825 293 Total Assets 1,53,46,859 1,149 1,33,16,077 896 Current liabilitiesTrade payables 94,128 7 45,338 3 Provision for payroll 2,55,016 19 1,01,297 7 Provision for expenses 4,67,711 35 1,50,534 10 Provision for expenses – Inter Company 4,50,086 34 5,01,725 34 Bank OD (1,255) - 12,07,583 81 Provision for tax (11,321) (1) - - Other liabilitiesOther liabilities 1,86,094 14 1,67,696 10 Deferred revenue 20,195 2 22,362 2 Payables due to Affiliated CompaniesTrade payables-Inter Company 77,92,287 583 50,81,933 342 Interest on loan 5,73,805 43 2,81,828 19 Total current liabilities 98,26,746 736 75,60,296 508

Loan taken from Geometric Ltd. 66,50,000 498 66,50,000 448 Exchange rate used for translation : 1€= 74.85 67.39

3. FUTURE OUTLOOK:

The Company expects to be profitable in the year ahead.

By Order of the Board Manu Parpia

April 28, 2016


To the Members The Directors hereby present their Report of the Company for the year ended March 31, 2016.



Balance Sheet as at March 31, 2016 (Contd.)

31-Mar-16 31-Mar-15€ Equivalent

` In Mn € Equivalent

` In Mn EquityShare capital 25,50,000 191 25,50,000 172 Retained earnings (34,43,087) (258) (16,75,076) (113)Loss for the Period (2,36,800) (18) (17,69,143) (119)Total equity (11,29,887) (85) (8,94,219) (60)Total equity and Liability 1,53,46,859 1,149 1,33,16,077 896 Exchange rate used for translation : 1€= 74.85 67.39

Statement of Profit and Loss for year ended March 31, 2016 31-Mar-16 31-Mar-15



Net SalesSales from operations 1,13,99,842 853 69,14,321 466 Other income -interest (Inter co) 45,584 3 12,409 1 Misc income 57,158 4 41,636 3 Total income 1,15,02,584 860 69,68,366 470

Cost of expensesSalaries 31,49,391 236 20,46,468 138 Other operating expensesOffshore expenses for GL/SW development 63,59,212 476 50,48,741 340 Software development charges – subcontractor 10,79,896 81 2,40,640 16 Audit Fees 32,536 2 37,834 3 Legal and consultancy cost 2,97,982 22 5,15,632 35 Other expenses 2,66,327 20 3,45,571 23 Rent 39,489 3 22,831 2 Travel expenses 1,50,328 11 1,52,534 10 Total expenses 1,13,75,161 851 84,10,251 567

Profit/(loss) from operations 1,27,423 9 (14,41,885) (97)Finance costs (Including interest inter co) 3,70,543 28 3,04,711 21

Profit/(loss) before taxation (2,43,120) (19) (17,46,596) (118)Taxation (6,320) - 22,547 2 Net profit/(loss) for the year (2,36,800) (19) (17,69,143) (120)Exchange rate used for translation : 1€= 74.85 67.39

GEOMETRIC SRL, ROMANIA


Regd. Office:Parcul Mic 19-21, bl.2 sc., A Mezzanine, Brasov, 500386, Romania



3. FUTURE OUTLOOK

TheCompanyexpectstoperformbetterinthecomingFinancialYear,oncetheoverallglobaleconomyrecovers.

By Order of the Board Manu ParpiaApril28,2016

Board’s Report

1. OPERATIONS

Total Revenue of the Company during the year was RON

6,225,571andNetProfitfortheyearwasRON1,135,138

2. DIVIDEND

TheDirectorsdonotrecommendpaymentofanydividend


RON Equivalent ` In Mn

RON Equivalent `InMn

ASSETS AND LIABILITIES

Non current Assets

Intangible 145,155 2 37,817 1

PlantAndEquipment 38,563 1 33,190 1

Current Assets

TradeAndOtherReceivables 1,848,051 31 1,017,180 16

CashAndbankbalance 1,443,155 24 931,331 14

Total Current Assets 3,291,206 55 1,948,511 31

Current Liabilities

TradeandOtherPayable 862,649 14 596,381 9

NotesPayable

Total Current Liabilities 862,649 14 596,381 9

Net Current Assets 2,428,557 41 1,352,130 22

Net Assets 2,612,275 44 1,423,137 23

EQUITY 2,612,275 44 1,477,137 23

Total Equity 2,612,275 44 1,477,137 23

Exchange rate used for translation : 1RON = 16.74 15.37

To TheMembers, TheDirectorsherebypresenttheirreportfortheyearendedMarch31,2016



31-Mar-16 31-Mar-15

RON Equivalent ` In Mn

RON Equivalent `InMn

Sales 6,225,571 104 5,403,114 83

Other Income* - - 349 0

Total Income 6,225,571 104 5,403,463 83

Cost Of Expenses

CostofSales 3,608,816 60 3,207,538 49

Depreciation 45,711 1 87,237 1

OtherOperatingExpenses 1,180,767 20 801,943 12

Total Expenses 4,835,294 81 4,096,718 63

Profit/(Loss)fromoperations 1,390,277 23 1,306,745 20

Financecosts* 19,719 0 (55,474) (1)

Profit/(Loss)beforeTaxation 1,370,558 23 1,362,219 21

Taxation 235,420 4 212,186 3

Net Profit / (Loss) for the year 1,135,138 19 1,150,033 18

Exchange rate used for translation : 1RON = 16.74 15.37

Statement of Profit and Loss for year ended March 31, 2016

Notes to Financial Statements1. BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Followingisasummaryofcertainaccountingpoliciesfollowedin the preparation of these financial statement. The policiesconfirms to the generally accepted accounting principlesand have been consistently applied in the preparation of thefinancialstatement.

2. BASIS OF ACCOUNTING

Thefinancialstatementarepreparedusingtheaccrualmethodofaccounting.

3. USE OF ESTIMATES

Preparation of financial statement in conformity with thegenerallyacceptedaccountingprinciplesrequiresmanagementto make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of financial statements andreportedamountofincomeandexpensesduringthereportingperiods.Actualresultcoulddifferfromthoseestimates.

4. REVENUE RECOGNITION

Fixed Price Projects:

Revenueisrecognisedusingthepercentageofcompletionmethoduptotheamountspecifiedonthecustomercontract.Onamonthlybasis, percentage of completion is determined and revenue isrecognised based on that percentage. The corresponding entryis a debit to Unbilled Accounts receivable. Upon invoicing theproject,thebalanceinunbilledAccountsReceivableistransferredtoBilledaccountsreceivable.Allcostsassociateswiththerevenuegeneration are expensed, matching revenues and expenses.Invoicingschedulesvaryfromproject-to-projectbutincludebilleduponcompletionandprogressormilestonebillings.

Time and Material Projects:

Revenue is recognized on per hour basis. The revenue rateper hour is determined by the customer contract value orspecification. Each hour of time incurred ismultiplied by theperhourrate.Thecorrespondingentrytorevenuerecognitionis a debit to Unbilled Accounts Receivable. Upon invoicingthe project, the balance in Unbilled Accounts Receivable istransferredtoBilledAccountsReceivable.

All costsassociatedwith the revenuegeneration isexpensed,matchingrevenuesandexpenses.Invoicingschedulesvaryfromproject-to-projectbutincludeweeklyandmonthlybillings.

5. FIXED ASSETS AND DEPRECIATION

FixedAssetsarestatedatcostlessaccumulateddepreciation.Costofacquisitionisinclusiveoffreight,duties,taxes,incidentalexpensesandfinancingcostofborrowedfundsoffixedassetsup to the date of commissioning/commercial exploitation ofassets.

Depreciationoffixedassetsischargedonthestraightlinebasisonapro-ratabasis fromthemonth theassetsareput touseusingtheestimatedlivesspecifiedbymanagement.

Theestimated lives forvariouscategoriesof theassetsareasfollows:

ComputerSoftware 3years

ComputerEquipment 3years

OfficeEquipment 13years

FurnitureAndFixture 10years

MachineryAndEquipment 13years

LeaseholdImprovement Overthetermofthelease

*Valueislessthanonemillion`


Geometric SAS, France

GEOMETRIC SAS, FRANCE


Regd. Office:17, Avenue Didier Daurat, Bâtiment Socrate, First Floor, 31702 Blagnac Cedex, Toulouse, France



Board’s Report

1. OPERATIONS

The Total Revenue of the Company during the year was EUR 7,121,771 and Net Profit for the year was EUR 362,443

2. DIVIDEND

The Directors do not recommend payment of any dividend.




ASSETS AND LIABILITIES

Non current Assets

Plant And Equipment 1,172 - 240 -

Security Deposits 39,853 3 39,084 3

Current Assets

Trade And Other Receivables 4,782,147 358 1,302,584 87

Cash And bank balance 1,029,127 77 633,837 43

Total Current Assets 5,811,274 435 1,936,421 130

Current Liabilities

Trade and Other Payable 6,978,745 522 3,464,635 234

Total Current Liabilities 6,978,745 522 3,464,635 234

Current Assets

Net Current Assets (1,167,471) (87) (1,528,214) (104)

Net Assets (1,126,446) (84) (1,488,890) (101)

EQUITY

Share Capital 37,000 3 37,000 2

Reserves & Surplus (1,163,446) (87) (1,525,890) (103)

Total Equity (1,126,446) (84) (1,488,890) (101)

Exchange rate used for translation : 1€= 74.85 67.39

3. FUTURE OUTLOOK

The Company expects to perform better in the coming Financial Year, once the overall global economy recovers.

By Order of the Board Manu Parpia

April 28, 2016

To The Members, Directors hereby present their report for the year ended March 31, 2016



31-Mar-16 31-Mar-15



Sales 7,121,771 533 1,041,136 70

Other Income 45,242 3 - -

Total Income 7,167,013 536 1,041,136 70

Cost Of Expenses

Employee benefits 1,946,550 146 320,044

Depreciation 142 - 73 -

Other Operating Expenses 4,851,981 363 783,690 53

Total Expenses 6,798,673 509 1,103,807 53

Profit / (Loss) from operations 368,340 27 (62,671) 17

Finance costs 5,897 - 3,986 -

Profit / (Loss) before Taxation 362,443 27 (66,657) 17

Taxation - - 10,837 1

Net Profit / (Loss) for the year 362,443 27 (77,494) 16



Notes to Financial Statements1. BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Following is a summary of certain accounting policies followed in the preparation of these financial statement. The policies confirms to the generally accepted accounting principles and have been consistently applied in the preparation of the financial statement.

2. BASIS OF ACCOUNTING

The financial statement are prepared using the accrual method of accounting.

3. USE OF ESTIMATES

Preparation of financial statement in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and reported amount of income and expenses during the reporting periods. Actual result could differ from those estimates.

4. REVENUE RECOGNITION

Fixed Price projects:

Revenue is recognised using the percentage of completion method up to the amount specified on the customer contract. On a monthly basis, percentage of completion is determined and revenue is recognised based on that percentage. The corresponding entry is a debit to Unbilled Accounts receivable. Upon invoicing the project, the balance in unbilled Accounts Receivable is transferred to Billed accounts receivable. All costs associates with the revenue generation are expensed, matching revenues and expenses. Invoicing schedules vary from project-to-project but include billed upon completion and progress or milestone billings.

Time and Material projects:

Revenue is recognized on per hour basis. The revenue rate per hour is determined by the customer contract value or specification. Each hour of time incurred is multiplied by the per hour rate. The corresponding entry to revenue recognition is a debit to Unbilled Accounts Receivable. Upon invoicing the project, the balance in Unbilled Accounts Receivable is transferred to Billed Accounts Receivable.

All costs associated with the revenue generation is expensed, matching revenues and expenses. Invoicing schedules vary from project-to-project but include weekly and monthly billings.

5. FIXED ASSETS AND DEPRECIATION

Fixed Assets are stated at cost less accumulated depreciation. Cost of acquisition is inclusive of freight, duties, taxes, incidental expenses and financing cost of borrowed funds of fixed assets up to the date of commissioning/commercial exploitation of assets.

Depreciation of fixed assets is charged on the straight line basis on a pro-rata basis from the month the assets are put to use using the estimated lives specified by management.

The estimated lives for various categories of the assets are as follows:

Computer Software 3 years

Computer Equipment 3 years

Office Equipment 13 years

Furniture And Fixture 10 years

Machinery And Equipment 13 years

Leasehold Impriovement Over the term of the lease

GEOMETRIC GmbH


Regd. Office:Dachauer Straße 15a 85764, Oberschleißheim, Germany


Geometric GmbH

3. FUTURE OUTLOOK

TheCompanyexpectstobeprofitableintheyearahead.

ByOrderoftheBoard Manu Parpia

April28,2016

Board’s Report

1. OPERATIONS

TheCompanyhasregisteredtotalrevenueof€2,927,233andaNetLossof€637,465fortheyearunderreview.

2. DIVIDEND

TheDirectorsdonotrecommendanyDividend.



€ Equivalent `InMn

ASSETSFixed AssetsFixedAssets 284,483 21 317,420 21AccumulatedDepreciation (179,748) (13) (170,793) (12)Net Assets 104,735 8 146,627 9Current AssetsTrade and other receivablesTradereceivables 292,207 22 281,695 19Receivablesfromemployees 6,000 - 9,000 1Receivablesfromaffiliatecompanies 13,995 1 24,890 2Unbilledrevenue 214,861 16 348,730 24Cashandbankbalance 257,939 19 269,132 18Otherreceivables 6,182 - (826) -TaxRecoverable - - 49,040 3Deposits 25,620 2 37,834 3Total Current Assets 816,805 60 1,019,494 70Total Assets 921,540 68 1,166,121 79

Current liabilitiesTradepayables 11,410 1 38,485 3Provisionforexpenses 113,406 8 212,965 14PayabletoEmployee 45,284 3 124,992 8Other liabilitiesGratuity 283,657 21 270,163 18Deferredrevenue* 9,350 1 0 -VAT 20,807 2 112,802 8EmployeeTaxpayable 25,448 2 7,343 -Payables due to Affiliated CompaniesTradepayables-InterCompany 122,062 8 157,621 12Interestonloan 3,910 - 12,407 1Provisionforexpenses–InterCompany 14,334 1 - -Total current liabilities 649,668 47 936,779 64LoantakenfromEURGmBH 1,530,000 115 850,000 57EquitySharecapital 25,000 2 25,000 2Retainedearnings (1,283,128) (96) (645,658) (44)Total equity (1,258,128) (94) (620,658) (42)Total equity and Liability 921,540 68 1,166,121 79Exchange rate used for translation : 1€= 74.85 67.39

*Valueislessthanonemillion`

To TheMembers, TheDirectorsherebypresenttheirreportoftheCompanyfortheyearendedMarch31,2016

Geometric GmbH



31-Mar-16 31-Mar-15


€ Equivalent `InMn

Net Sales

Sales-Projectsonsite 2,764,697 207.00 3,776,591 255.00

Sales-Projectsoffshore 162,536 12.00 99,372 7.00

Miscincome 10,680 1.00 17,086 1.00

Total income 2,937,913 220 3,893,049 263

Costofexpenses

Salaries 2,564,636 192.00 3,667,932 247.00

Other operating expenses

OffshoreexpensesforGL/SWdevelopment 146,282 11.00 89,435 6.00

Softwaredevelopmentcharges–subcontractor 191,456 14.00 232,275 16.00

AuditFees 44,225 3.00 70,800 5.00

Legalandconsultancycost 186,188 14.00 648,792 44.00

Other expenses 238,658 18.00 454,162 31.00

Rent 119,617 9.00 138,901 9.00

Travelexpenses 45,970 3.00 34,741 2.00

Depreciation 48,643 4.00 49,983 3.00

ProvisionforDoubtfulDebts (57,210) -4.00 90,547 6.00

Total expenses 3,528,465 264 5,496,553 370

Profit/(loss)fromoperations (590,552) (44) (1,603,504) (107)

Financecosts(Includinginterestinterco) 46,913 4.00 24,026 2.00

Profit/(loss)beforetaxation (637,465) (48) (1,627,531) (109)

Tax - - 830 -

Net profit/(loss) for the year (637,465) (48) (1,628,361) (109)



Ratio Analysis for the year ended March 31, 2016

FY 16 FY15

Ratio - Growth compared to previous year

GrowthinOperatingrevenue 11.57% 0.92%

GrowthinTotalrevenue 11.59% 0.90%

GrowthinPBT 63.60% 13.79%

GrowthinPAT 90.95% 19.30%

Ratio - Financial Performance

Exportrevenue/TotalRevenue 93.47% 92.76%

Domestic(india)Revenue/totalRevenue 6.00% 6.72%

OtherIncome/Totalrevenue 0.53% 0.51%

Manpowercost/TotalRevenue 67.00% 68.32%

OtheroperatingExpenses/TotalRevenue 18.87% 19.91%

Operating&Otherexpenses/TotalRevenue 85.87% 88.23%

InterestCosts/totalrevenue 0.33% 0.30%

Depreciation/TotalRevenue 2.57% 2.74%

PBT/TotalRevenue 15.38% 10.49%

PBT/AverageNetWorth 40.01% 28.43%

ROCE(PBIT/AveragecapitalEmployed) 36.06% 25.56%

CapitalOutputRatio(TotalRevenue/AverageCapitalEmployed) 2.29 2.37

PayoutRatio(Dividendpaid/PAT) 18.52% 29.29%

Ratio - Balance Sheet

Debt/EquityRatio 0.12 0.14

CurrentRatio 1.51 1.47

Cash&BankBalances/TotalAssets 8.33% 7.17%

Cash&BankBalances/TotalRevenue 5.37% 4.88%

SundryDebtors/TotalRevenue 14.16% 14.03%

Depreciationfortheyear/Averagegrossblockofassets 8.65% 9.47%

Per Share Data

Earningpershare(Basic)(`) 16.28 8.62

CashEarningspershare(Basic)(`) 21.18 13.35

Dividend% 150% 125%

Dividendpershare 3 2.5

BookValuepershare 73.26 63.74

* previous year figures reinstated wherever classication changes to make it comparable

A NEW CHAPTER

The book of Geometric started in the early 80’s when even the word Geometric was

not coined. From our first chapter as a part of the Godrej group, to every new

beginning – spinning off into a separate entity; getting listed; moving beyond software

product development to services, then engineering service and later embedded – Geometric

has grown larger and stronger. As we head into a ‘new chapter’ in Geometric’s journey this

year, and become a part of a larger conglomerate, we aim to continue adding value to not just

our customers but also our shareholders and employees…

VISION

Be a world leader in digital product realization

MISSION

To be among the top 3 engineering solutions

partners that help leading companies in the

world achieve their business objectives through

best in class solutions

VALUES

• Strive to make our customers successful

• Work as a team globally to create an

environment which encourages innovation,

empowerment and enthusiasm

• Ensure integrity in all our dealings, personal or

corporate

For any investor related query, please email [email protected]

ADDRESSES

INDIA

Mumbai

Registered OfficeGeometric Ltd.Plant 11, 3rd floor, Pirojshanagar, Vikhroli (West), Mumbai 400 079 IndiaTel +91 22 2518 9205Fax +91 22 6705 6891

Chennai

Geometric Ltd.SP Info City, Block A, 1st Floor,Module 4, No.40, MGR Salai, Perungudi, Kandanchavadi,Chennai 600 096 India

3D PLM Software Solutions Ltd.Poonamchand Complex,Plot No. 46/B & 47, 1st Main Road, 3rd Phase, J P Nagar, Bengaluru 560 078 India

Bengaluru

Geometric Ltd.Embassy TechVillage,Ground Floor, Tower 3 of 2B, Survey No. 12/3 & 12/4 of Devarabeesanhalli Village, Varthur Hobli, Bangalore East Taluka, Bengaluru 560 037 India

Geometric Ltd.Quibix Technologies Pvt Ltd (SEZ), Block IT-2, 3rd floor, S. No. 154/6,Rajiv Gandhi InfoTech Park Phase-I,Hinjewadi, Pune 411 057 India

Pune

Geometric Ltd.Plot 6 & 8, Rajiv Gandhi InfoTech Park, M.I.D.C., Phase-I, Hinjewadi, Pune 411 057 India

3D PLM Software Solutions Ltd.Plot No. 4, Pune Infotech ParkM.I.D.C., Phase-I, Hinjewadi, Tal. Mulshi, Pune 411 057 India

3D PLM Software Solutions Ltd.Plot No. 15/B, Pune Infotech ParkM.I.D.C., Phase-I, Hinjewadi, Tal. Mulshi, Pune 411 057 India

Geometric Ltd.Quibix Technologies Pvt Ltd (SEZ), Block IT-5, 5th & 6th floor, S. No. 154/6, Rajiv Gandhi InfoTech Park Phase-I, Hinjewadi, Pune 411 057 India

Montreal, Canada

Geometric Americas, Inc.2001 University Street, Suite 1700, Montreal, Quebec, H3A 2A6 Canada

Troy, MI, USA

Geometric Americas, Inc.50 Kirts Blvd., Suite A,Troy, MI 48084 USA

Moline, IL, USA

Geometric Americas, Inc.2001 52nd Avenue, Suite 2Moline, IL 61265 USA

Plano, TX, USA

Geometric Americas, Inc.5700 Granite Parkway, Suite 200Plano, TX 75024 USA

Scottsdale, AZ, USA

Geometric Americas, Inc.15974 N 77th St, Suite 103Scottsdale, AZ 85260-1790 USA

Peoria, IL, USA

Geometric Americas, Inc.412 SW Washington Street, Suite APeoria, IL 61602 USA

NORTH AMERICA

3D PLM Software Solutions Ltd.Unit No. 703-B, 7th floor, B Wing,Reliable Tech Park, Airoli, Navi Mumbai 400 708 India

United Kingdom

Geometric Europe GmbH UKGround Floor Office 2102430 / 2440 The Quadrant, Aztec West, Almondsbury, Bristol, BS32 4AQ, United Kingdom

Netherlands

Geometric Europe GmbHHigh Tech Campus 9, 5656 AE Eindhoven,The Netherlands

Sweden

Geometric Europe GmbHfilial SwedenKEY Relocation, Hugo Grauers Gata 3B411 33 Göteborg, Sweden

China

Geometric China, Inc.23B, World Plaza, No. 855 South Pudong Road, Pudong New Area, Shanghai, PRC 200120

Australia

Geometric Asia Pacific Pvt. Ltd.3 David Road, Castle Hill, NSW 2154 Australia

ASIA PACIFIC

Korea

Geometric Asia Pacific Pte. Ltd.2703, 27F, Korea World Trade Center, 159, Samseong-Dong, Kangnam-GU, Seoul, Korea

Singapore

Geometric Asia Pacific Pte. Ltd.78 Shenton Way #26-02ASingapore 079120

EUROPE

Germany

Geometric Ltd.Dachauer Straße 15a 85764Oberschleißheim, Germany

France

Geometric SAS17, Avenue Didier DauratBâtiment Socrate, First Floor31702 Blagnac Cedex,Toulouse, France

Geometric GmbH(Previously known as 3cap technologies GmbH)Dachauer Straße 15a 85764 Oberschleißheim, Germany

Geometric Europe GmbHDachauer Straße 15a 85764Oberschleißheim, Germany

Geometric Ltd. 13 rue Vernier, 75017

Paris, France

Geometric GmbH(Previously known as 3cap technologies GmbH)businessPARK - Osterhofener Str. 12, 93055, Regensburg, Germany

Corporate OfficeGeometric Ltd.Unit No. 703-A, 7th floor, B Wing, Reliable Tech Park, Airoli, Navi Mumbai 400 708 India

3D PLM Global Services Pvt. Ltd.Plant 11, 3rd Floor, Pirojshanagar, Vikhroli (West), Mumbai 400079

3D PLM Global Services Pvt. Ltd.Quibix Technologies Pvt Ltd (SEZ),Block No IT9, 4th Floor, Plot No 2,Rajiv Gandhi Infotech Park,Phase-I, Hinjewadi, Pune 411 057

Romania

Geometric SRLParcul Mic 19-21, bl.2 sc. A Mezzanine, Brasov, 500386, Romania

3D PLM Software Solutions Ltd.Plant 11, 3rd Floor, Pirojshanagar,Vikhroli (West), Mumbai 400079

Hyderabad

Geometric Ltd.Office Level 1, H-08 Building, Hitec City 2, Phoenix Infocity Pvt Ltd SEZ Gachibowli (V), Serilingampally Mandal, R. R. District, Hyderabad 500 032 India

A NEWCHAPTER

A NEWCHAPTER

ANNUAL REPORT2015-16

GLOBAL PRESENCEGlobal Headquarters

INDIA | | | |Mumbai Bengaluru Chennai Hyderabad Pune

N. AMERICA |Troy, MI, USA Moline, IL, USA

Montreal, Canada Peoria, IL, USA Plano, TX, USA| |

Scottsdale, AZ, USA

EUROPE | | | | | |France Germany Italy Romania UK Netherlands Sweden

APAC | | | |Australia China Japan Korea Singapore

Mumbai

Registered OfficeGeometric LimitedPlant 11, 3rd floor, Pirojshanagar, Vikhroli (West), Mumbai 400 079 IndiaTel +91 22 2518 9205Fax +91 22 6705 6891

www.geometricglobal.com

A NEWCHAPTER

14770_Geometric Annual Report Cover SAP.cdr

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