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Directors Report of Genesys International Corporation Ltd.

Mar 31, 2015

To

The Members of

Genesys International Corporation Limited

Dear Members,

The Directors feel immensely pleased to present the 33rd Annual Report on the business and operations of the Company, together with the audited Financial Statements for the financial year ended March 31, 2015.

RESULT OF OPERATIONS

The summarised financial highlights of the Company for the year ended March 31, 2015 are as follows:

(Rs. in lakhs)

Particulars March 31, 2015 March 31, 2014

Total Revenue 6282.42 7,797.79

Operating Profit before Depreciation, Finance costs & Taxes 1528.07 2,005.59

Less: Provision for depreciation and amortization 827.37 960.98

Less: Finance Costs 186.52 185.07

Profit before Tax 514.18 859.54

Less: Current Tax 102.30 173.00

Less: Deferred Tax (45.69) (0.50)

Less: Tax adj. for earlier years (0.02) 3.46

Net Profit After Tax 457.59 683.58

Balance brought forward from previous year 14,022.69 13,432.76

Profit available for appropriation 14,435.02 14,116.34

Proposed Dividend 38.06 37.31

Dividend Distribution Tax 7.75 6.34

Amount transferred to General Reserve 45.85 50.00

Balance carried to Balance Sheet 14,343.36 14,022.69

Reserves and Surplus 17,597.96 16,661.44

DIVIDEND

Your Directors are pleased to recommend, for approval, dividend for the financial year 2014-15 at the rate of Re. 0.125 per equity share of Rs. 5/- each amounting to Rs. 45.81 Lakhs including Dividend Distribution Tax. (Previous year Rs. 43.65 Lakhs)

BUSINESS REVIEW AND FUTURE OUTLOOK

Revenues were subdued this year as infrastructure growth in the country has yet to gather the momentum that is needed.

Our company 's services play an integral role in several areas of infrastructure . Importantly we have the ability to offer valuable data and content - basis - our Virtual world - wonobo for the upcoming smartcity program.

Your company has invested substantial resources in technology and content - making it a pioneer in this space in India.

Our internet product - Wonobo - attracts a huge consumer interest on a purely viral level.

In the coming years - we expect to work on technologies related to a ' live map ' environment.

We believe growth in infrastructure investment, smartcity programs with growth of smart Internet enabled devices will ultimately augur well for the future of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations and performance of the Company is covered under a separate Statement as 'Management Discussion and Analysis Report' forming part of this Annual Report.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with a certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith and forms part of the Annual Report.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 15,22,37,560/- divided into 3,04,47,512 equity shares of Rs. 5/- each as compared to Rs. 14,92,37,560/- divided into 2,98,47,512 equity shares of Rs. 5/- each during the previous year end. The difference in the paid up Equity Share Capital is due to allotment of 6,00,000 Equity Shares of Rs. 5/- each to the Warrant holder on February 13, 2015 pursuant to exercise of their option.

DIRECTORS

Mr. Sohel Malik, Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed. The brief profile of Mr. Sohel Malik is included in the Report on Corporate Governance forming part of the Annual Report. Your Directors recommend his re-appointment at the forthcoming Annual General Meeting.

Mr. Anil Kumar Lakhina, Independent Director of the Company, could not attend any Board Meetings during the period of last twelve months due to his other commitments elsewhere. As per Section 167(1)(b) of the Companies Act, 2013, the office of a Director shall become vacant in case he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board. Consequently, Mr. Anil Kumar Lakhina ceased to be a Director of the Company w.e.f. May 30, 2015. The Board wishes to place on record its appreciation of valuable services rendered by Mr. Lakhina during his tenure as the Director of the Company. Aforementioned, vacation of office of Director doesn't result into any non-compliance with the provisions of the Companies Act, 2013 and Listing Agreement.

During the year no other Director or Key Managerial Personnel was appointed in or resigned from the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

SUBSIDIARY

During the year under review, no company has become or ceased to be Associate, Subsidiary or Joint Venture of your Company. Details pertaining to ongoing subsidiary, M/s A.N. Virtual World Tech Limited, Cyprus have been provided in Form No. MGT-9.

AUDITORS

The Statutory Auditors of the Company, M/s. G. K. Choksi & Co., Chartered Accountant [ICAI Registration No. 125442W], had been appointed at the Thirty Second Annual General Meeting for a term of five consecutive years i.e. upto the conclusion of Thirty Seventh Annual General Meeting, subject to the ratification by members at every Annual General Meeting under the provisions of the Companies Act, 2013.

They have confirmed that they hold a valid peer review certificate as prescribed under relevant clause(s) of the Listing Agreement.

The Board of Directors recommends their continuation on the basis of satisfactory performance by them during the year under review.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification.

SECRETARIAL AUDITORS

The Board had appointed M/s Roy Jacob & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has in place an Internal Control System commensurate with the size, scale and complexity of its operations. The Internal Control System provides reasonable assurance with regard to recording and providing reliable information, compliance with applicable laws, rules and regulations.

The Audit Committee reviews Audit Reports submitted by the Internal Auditors M/s Chaitanya Shah & Company, Chartered Accountants on a regular basis.

RISK MANAGEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan.

The Company has a Business Risk management framework to identify and evaluate business risks and opportunities. This framework minimizes adverse impact of on business objectives and enhances your Company's competitive advantage.

In accordance with the provision of Clause 49 of the Listing Agreement, your Company has also constituted a Risk Management Committee.

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has Whistleblower Policy and Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Whistleblower Policy and Vigil Mechanism is uploaded on the website of the Company.

SEXUAL HARRASMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions attracting compliance under Section 188 and/or Clause 49 of the Listing Agreement are placed before the Audit Committee as also before the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

The disclosure on Related Party Transactions is made in the Financial Statement of the Company. The prescribed form AOC-2 of the Companies (Accounts) Rules, 2014 is enclosed as a separate Annexure.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted the Corporate Social Responsibility (CSR Committee) comprising of the following Directors:

Sr. No. Name of the Director Designation

1. Mr. Sajid Malik Chairman

2. Mrs. Saroja Malik Member

3. Mr. Ganapathy Vishwanathan Member

The said Committee had been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy for indicating the activities to be undertaken by the Company in terms of Section 135 of the Companies Act, 2013 and all other applicable provisions of the Act.

Your Company considers the CSR initiative, introduced by the Companies Act, 2013 as the beginning of a new era of the present time. The Company intends to avail this opportunity to work for genuine social causes towards upliftment of the society. The CSR Committee is in the process of identifying appropriate avenues in the society to spend the said amount. The Company is taking all reasonable efforts in this direction but could not yet identify the areas to contribute the CSR spending. In the backdrop of the above, the Committee and the Board could not spend any amount on CSR during the year under consideration as per CSR Policy.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, and, as such, no amount of principal or interest was outstanding, as on the date of closure of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments are given in the notes to the financial statements.

EMPLOYEE STOCK OPTION SCHEME

'GENESYS ESOP SCHEME - 2010' has been introduced as Employee Stock Option Scheme for the Employees and Directors of the Company. However, your Company has not sanctioned any Options till date under the Scheme.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was drawing remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been attached herewith as Annexure C.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D

NUMBER OF MEETINGS OF THE BOARD

The number of meetings held during the year is mentioned in detail in the Corporate Governance Report that forms a part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as Annexure A.

MATERIAL CHANGES AND COMMITMENTS OCCURING BETWEEN MARCH 31, 2015 AND THE DATE OF THE REPORT

As per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Company had issued and allotted on Preferential Allotment basis 40,00,000 Warrants of Rs. 100/- each to non-promoters, which would entitle the Warrant holders to apply for equal number of Equity shares of Rs. 5/- each within a period of 18 months from the date of allotment of warrants. The Company had received 50% Warrant Subscription Amount against the said warrants. Since the Warrant holders holding 34,00,000 warrants did not exercise the option to apply for allotment of Equity shares, the option to apply for equity shares lapsed. Accordingly, the Company forfeited warrant subscription money of Rs. 17,00,00,000/-.

Other than above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profits of the Company for that period;

c) They have 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) They have prepared the annual accounts on a going concern basis;

e) They have laid down proper internal financial controls to be followed by the Company and that the financial controls are adequate and operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the wholehearted and continued support extended by all the investors, customers, suppliers, banks, Stock Exchanges, financial institutions, SEEPZ (SEZ) and other Government Authorities during the year under report.

Your Directors also take this opportunity to express their deep sense of gratitude to the commitment, dedication and hard work of all employees who have been a major driving force behind the Company.

For and on behalf of the Board of Directors

SAJID MALIK

CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai

Dated : May 30, 2015


Mar 31, 2014

The Members of

Genesys International Corporation Ltd.

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2014.

RESULT OF OPERATIONS

The summarized financial highlights of the Company, for the year ended March 31, 2014 are as follows:

(Rs. in Lakhs)

Particulars March 31, 2014 March 31, 2013

Total Revenue 7,797.79 11,874.45

Operating Profit before Depreciation, Finance costs & Taxes 2,005.59 3,755.28

Less: Provision for depreciation and amortization 960.98 1,212.23

Less: Finance Costs 185.07 171.49

Profit before Tax 859.54 2,371.57

Less: Current Tax 173.00 477.00

Less: Deferred Tax (0.50) (170.08)

Less: Tax adj. for earlier years 3.46 2.52

Net Profit After Tax 683.58 2,062.13

Balance brought forward from previous year 13,432.76 11,682.93

Profit available for Appropriation 14,116.34 13,745.06

Proposed Dividend 37.31 74.62

Dividend Distribution Tax 6.34 12.68

Amount transferred to General Reserve 50.00 225.00

Balance carried to Balance Sheet 14,022.69 13,432.76

Reserves and Surplus 16,661.44 16,021.52

DIVIDEND

Directors are pleased to recommend for approval of the members a dividend of Rs. 0.125 per equity share of Rs. 5/- each for the financial year 2013-14. The total dividend payout will amount to Rs. 43.65 Lakhs including Tax on Dividend. (Previous year Rs. 87.30 Lakhs)

BUSINESS REVIEW AND FUTURE OUTLOOK

Your company continues to play a significant role in the global GIS and Geospatial services industry. The Company''s diversified service portfolio comprises providing solutions in GIS Consulting, Geospatial Engineering, 3D buildings and urban modeling, Mobile, terrestrial and Aerial LiDAR Engineering, software development etc. to its Customers in India as well as rest of the world. The total revenue earned from operations carried out by the Company for the financial year 2013-14 comes to Rs. 7,797.79 lakhs as compared to Rs. 11,874.45 lakhs in the previous financial year. The profit after tax during the financial year 2013-14 stood at Rs. 683.57 as against Rs. 2,062.13 lakhs in previous financial year.

FUTURE OUTLOOK

During the year, the Company''s long lived dream came true with soft launch of ''WoNoBo'', our local search platform providing 3D panoramic views of Indian Streets. We feel proud, as at the moment WoNoBo is the only site providing 360-degree panoramic views of Indian streets. Prominent media and bloggers have labelled it as the "Most important and impressive product to be launched by any Indian Start Up".

Add to this, the WoNoBo platform for Real Estate has boosted the prospects of the Company as it hosts database of top 54 cities of India. By having an optimum B2B & B2C network, the company has fastened its vertical growth and is fast gaining momentum to scale up its internet plans to become one of India''s premier web properties. Your Company has laid down a good base for Smart City applications and digital inclusion being promoted by the Government.

Inspite of a subdued growth on the financial front due to external factors, your Company continues to expand in international markets and developed a good hold in the Middle East. We hope to end the current year with a happy note.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial conditions and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. A detailed Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with a certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary confirming compliance of the conditions of Corporate Governance is annexed herewith and forms part of the Annual Report.

SHARE CAPITAL

During the year, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On March 31, 2014, Company''s paid-up share capital stood at Rs. 14,92,37,560.00 divided into 2,98,47,512 equity shares of Rs. 5 each.

CONVERTIBLE WARRANTS

The Company allotted on preferential basis 40,00,000 Warrants convertible into 40,00,000 Equity Shares of Rs. 5/- each at a premium of Rs. 95/- per Equity Share to Investors in accordance with the approval of Members of the Company.

DIRECTORS

Mrs. Saroja Malik retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

The Independent Directors of the Company viz. Mr. Ganapathy Vishwanathan, Mr. Hemant Majethia, Mr. Ganesh Acharya and Mr. Anil Kumar Lakhina are being

proposed to be appointed as Independent Directors of the Company in terms of section 149, 152 and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company. Details relating to their appointment are mentioned in the statement annexed to the Notice under section 102 of the Companies Act, 2013. The Brief profile of the Directors proposed to be re-appointed has been included in the Report on Corporate Governance forming part of the Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub -section (6) of Section 149 of the Companies Act, 2013 & under Clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS

M/s CNK & Associates LLP, (formerly: M/s Contractor, Nayak & Kishnadwala) Chartered Accountants, Mumbai, [ICAI Registration No. 101961W] who are the Statutory Auditors of the Company, have expressed their unwillingness to continue as the Statutory Auditors of the Company for the FY 2014-15. The Board places on record its sincere appreciation of the service rendered by M/s CNK & Associates LLP.

In view of the foregoing resolution, the Board has proposed that M/s G.K.Choksi & Co., Chartered Accountants [ICAI Registration No.125442W], be appointed as Statutory Auditors of the Company for the period of 5 years from FY 2014-15 to FY 2018-19, subject to shareholders'' approval at the ensuing Annual General Meeting.

They have confirmed that their appointment, if made, at the Annual General Meeting, will be within the limits prescribed under the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under relevant clause(s) of the Listing Agreement.

Members are requested to consider their appointment and authorise the Board of Directors (including committee thereof) to fix their remuneration for the FY 2014-15. The notice convening the 32nd AGM contains the resolution for their appointment.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification.

INTERNAL CONTROLS SYSTEM AND ADEQUACY

The company has in place proper and adequate internal control system commensurate with the size and nature of business of the company. The internal control system provides reasonable assurance with regard to recording and providing reliable information, compliance with applicable laws, rules and regulations.

The Audit Committee reviews audit reports submitted by the internal auditors on a regular basis.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Sajid Malik, Chairman, Mrs. Saroja Malik - Member, and Mr. Ganapathy Vishwanathan – member.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding, as on the date of closure of the balance sheet.

EMPLOYEE STOCK OPTION SCHEME:

''GENESYS ESOP SCHEME -2010'' has been introduced as Employee Stock Option Scheme for the Employees and Directors of the Company. However, your Company has not sanctioned any Options till date under this Scheme.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was drawing remuneration exceeding the limits prescribed under the Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profits of the Company for that period;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors sincerely thank all investors, customers, suppliers, banks, Stock Exchange, financial institutions, SEEPZ (SEZ) and other government Authorities for their invaluable support, trust and co-operation.

Your Directors also appreciate the contribution, hard work and commitment of all employees who have been a major driving force for the Company''s progress.

For and on behalf of the Board of Directors

SAJID MALIK CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Dated: August 28, 2014


Mar 31, 2013

To'' The Members of Genesys International Corporation Ltd.

Dear Members''

The Directors are pleased to present the 31st Annual Report and the Audited Accounts for the financial year ended March 31'' 2013.

RESULT OF OPERATIONS

The summarised financial performance of the Company'' for the year ended March 31'' 2013 is enumerated below: (Rs.in Lakhs)

Particulars March 31'' 2013 March 31'' 2012

Total Revenue 11''874''44 9''821.44

Operating Profit before Depreciation'' Finance costs & Taxes 3''755.29 3''598.27

Less: Provision for depreciation and amortization 1''212.23 1''151.35

Less: Finance Costs 171.49 29.62

Operating Profit before Tax and Exceptional Items 2''371.57 2''417.30

Less: Exceptional Items 577.31

Profit before Tax 2''371.57 1''839.99

Less: Current Tax 477.00 240.00

Less: Deferred Tax (170.08) (44.60)

Less: Tax adj. for earlier years 2.52

Net Profit After Tax 2.062.13 1''644.59

Balance brought forward from previous year 11''682.93 10''646.96

Profit available for Appropriation 13''745.06 12''291.55

Proposed Dividend 74.62 373.09

Dividend Distribution Tax 12.68 60.53

Amount transferred to General Reserve 225.00 175.00

Balance carried to Balance Sheet 13''432.76 11''682.93

Reserves and Surplus 16''021.52 14''046.69

DIVIDEND

The Board recommended dividend of Re. 0.25 per Equity Share of face value of Rs. 5/- each on 2''98''47''512 Equity Shares. The dividend on Equity Shares is subject to the approval of the shareholders at the Annual General Meeting. The total dividend payout works to Rs. 87.30 Lakhs including Tax on Dividend. (Previous year Rs. 433.62 Lakhs)

BUSINESS REVIEW AND FUTURE OUTLOOK

During the financial year under review'' the Company achieved the total revenue of Rs. 11''874.44 lakhs as compared to Rs. 9''821.44 lakhs in the previous financial year. The Profit after tax during the financial year under review stood at Rs. 2''062.13 lakhs as against Rs. 1''644.59 lakhs in the previous financial year.

The Company has made substantial investments in infrastructure and manpower anticipating growth in domestic and international business. Our focus on advance survey techniques have begun to pay off and the trend will continue in coming years. With the expected closure of several large business accounts'' we should be able to improve our margins and increase revenues. During the current financial year'' our initiative ''Virtual World'' will be launched. This is a location based service platform'' which will allow users to search and discover merchants and points of interests in all top cities of India. We believe this will be a major value driver for our Company in the years to come.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges'' is given as a separate statement forming part of this Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from Mr. Raju Ananthanarayanan'' Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

SHARE CAPITAL

The Authorised and Paid-up Share Capital of the Company has underwent no changes in comparison to previous year.

DIRECTORS

Mr. Hemant Majethia and Mrs. Saroja Malik retire by rotation and are eligible for re-appointment.

A brief profile of the said Directors as required by Clause 49(IV)(G) of the Listing Agreement is provided in the Corporate Governance Report forming part of the Annual Report. The Board of Directors recommends their appointment for your approval in the ensuing Annual General Meeting.

AUDITORS

M/s Contractor'' Nayak & Kishnadwala'' Chartered Accountants (ICAI Registration No. 101961W)'' the Statutory Auditors retire at the ensuing Annual General Meeting and are eligible for re-appointment u/s 224 (1B) of the Companies Act'' 1956. The company proposes to re- appoint M/s Contractor'' Nayak & Kishnadwala as Statutory Auditors of the company from the conclusion of the ensuing Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company.

The Audit Committee and the Board recommends the appointment of M/s Contractor'' Nayak & Kishnadwala'' Chartered Accountants as Statutory Auditors of the company.

INTERNAL CONTROLS

The company has proper and adequate systems of internal control in order to ensure that all transactions are duly authorized'' recorded and reported correctly.

Internal Audit function is looked after by independent firm of Chartered Accountants'' M/s. Chaitanya Shah & Company appointed by the Company'' who conduct regular audit. Summarized Internal Audit Observations/Reports are reviewed by the Audit Committee on a regular basis. Both the Statutory as well as Internal Auditors independently evaluate the adequacy of internal control system. Based on the audit observations & suggestions'' the follow up & remedial measures are being taken on a regular basis.

FIXED DEPOSITS

During the year under review'' your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act'' 1956.

EMPLOYEE STOCK OPTION SCHEME

''GENESYS ESOP SCHEME -2010'' has been introduced as Employee Stock Option Scheme for the Employees and Directors of the Company. However'' your Company has not sanctioned any Options till date under this Scheme.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees drawing remuneration covered under the Sub-Section (2A) of Section 217 of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975 as amended. Hence no particulars in this regard are furnished in the report.

CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 are set out in Annexure A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them'' your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act'' 1956:

1. in the preparation of the annual accounts'' the

applicable accounting standards have been followed and that there are no material departures;

2. they have'' in the selection of the Accounting Policies'' consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31'' 2013 and of the profits of the Company for that period;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956'' for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from all investors'' clients'' vendors'' banks'' Stock Exchanges'' SEEPZ (SEZ)'' various statutory authorities and society at large.

Your Directors also place on record their appreciation for the contribution'' commitment and dedication of the employees of the Company.

For and on behalf of the Board of Directors

SAJID MALIK CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Dated: May 25'' 2013


Mar 31, 2012

To, The Members of Genesys International Corporation Limited

The Directors have pleasure in presenting their Thirtieth Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended March 31, 2012.

RESULT OF OPERATIONS

The financial and operating highlights for the year under review, compared with the previous financial year, are given below:

(Rs. in Lakhs)

Particulars March 31, 2012 March 31, 2011

Total Revenue 9,821.44 9,757.26

Operating Profit before Depreciation, Finance costs & Taxes 3,598.27 5,766.17

Less: Provision for Depreciation and Amortization 1151.35 655.31

Less: Finance Costs 29.62 23.51

Operating Profit before Tax 2,417.30 5,087.35

Less: Exceptional Items 577.31 396.18

Profit before Tax 1839.99 4,691.17

Less: Current Tax 240.00 28.00

Less: Deferred Tax (44.60) (13.47)

Less: Tax adj. for earlier years - (44.28)

Net Profit After Tax 1,644.59 4,720.92

Balance brought forward from previous year 10,646.96 6,482.75

Amount transferred upon amalgamation of Genesys Worldeye Limited - 476.91

Amount available for appropriation 12291.55 11680.58

Appropriations:

Proposed Dividend 373.09 373.09

Dividend Distribution Tax 60.53 60.53

Amount transferred to General Reserve 175.00 600.00

Balance carried to Balance Sheet 11,682.93 10,646.96

Reserves and Surplus 14,046.69 12,835.72

DIVIDEND

Your Directors propose a dividend of Rs. 1.25 per Equity Share on 2,98,47,512 Equity Shares of Rs.5/- each for the year ended March 31, 2012 subject to the approval of Shareholders at the Thirtieth Annual General Meeting. The total outgo including tax on dividend would be Rs. 433.62 Lakhs (Previous year Rs. 433.62 Lakhs).

BUSINESS REVIEW AND FUTURE OUTLOOK

Your Company recorded total revenue of Rs. 9821.44 lakhs during the financial year under review as against Rs. 9757.26 lakhs in the previous financial year. The profit after tax during the financial year under review was Rs. 1644.59 lakhs as against Rs. 4720.92 lakhs in the previous financial year.

During the year under question, margins were under pressure due to higher operating costs. Most of the increase in costs were capacity and capability building related investments which the Company felt necessary to build anticipating revenue and business growth in the coming years. Your Company's investment in LIDAR technologies as well as its decision to invest its free cash in A.N. Virtual World Tech Ltd., we believe will accrue substantial benefits in the years ahead.

ALTERATION OF MAIN OBJECTS

Your Company in order to enlarge the scope of its current business activities altered the Main Objects of the Company to include the new business areas viz; On-Shore and Off-Shore Oil & Gas and any other field Surveys, Consultancy of Survey Engineering, Survey Planning, Aerial Photography by flying aircrafts, Aerial and Satellite Remote Sensing using different sensors like RADAR, Aeromag, LiDAR etc., from aerial and other platforms, Management System Engineering Consultancy and all such other activities ancillary thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section viz; Management Discussion and Analysis forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate section on Corporate Governance and a Certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement entered into with Stock Exchanges forms part of this Annual Report.

SHARE CAPITAL

There is no change in the authorised and paid-up Share Capital of the Company in comparison to previous year.

SUBSIDIARY COMPANIES

Genesys International (UK) Limited ceased to be the subsidiary of the Company, as your Company sold all its investment in Genesys International (UK) Limited, which had closed down its operations in the United Kingdom. Consequent to the same, GeODC Limited, UK, subsidiary of Genesys International (UK) Limited has in turn also ceased to be the subsidiary of your Company.

DIRECTORS

Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re- appointment.

Mr. Sajid Malik and Mr. Sohel Malik have been re- appointed as Chairman & Managing Director and Executive Director, respectively w.e.f. September 1, 2012 for the period of five years.

The detailed profiles of Mr. Sajid Malik, Mr. Sohel Malik, Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya are given in the Corporate Governance Report forming part of this Annual Report.

AUDITORS

The Statutory Auditors, M/s Contractor, Nayak & Kishnadwala, Chartered Accountants (ICAI Registration No. 101961W) retire at the forthcoming Annual General Meeting and have confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956 and willingness to accept office, if re-appointed. Resolution for their re- appointment as the Statutory Auditors for the financial year 2012-13, forms part of the Notice of Annual General Meeting and is recommended for your approval.

INTERNAL CONTROLS

The Company has proper and adequate systems of internal control in order to ensure that all transactions are duly authorized, recorded and reported correctly.

Internal Audit function is looked after by independent firm of Chartered Accountants, M/s. Chaitanya Shah & Company, Chartered Accountants, who conducts the regular internal audit. Summarized Internal Audit Observations/Reports are reviewed by the Audit Committee on a regular basis. Both the Statutory as well as Internal Auditors independently evaluate the adequacy of internal control system. Based on the audit observations and suggestions, remedial measures are being taken by the Company on a regular basis.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public during the year ended March 31, 2012.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration in excess of the limits prescribed, under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profits of the Company for that period;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to thank all investors, clients, vendors for their continued support. The Board is grateful to the Bankers for extending timely assistance in meeting the financial requirements of the Company. It would further like to place on record their gratitude for the co-operation and assistance provided by Government Departments, SEEPZ (SEZ), STPI, Customs, MIDC, Stock Exchanges and other regulatory authorities.

Your Directors also wish to place on record their appreciation for the contribution made by the employees at all levels.

For and on behalf of the Board of Directors

SAJID MALIK

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Dated: May 29, 2012

 
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