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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


Mar 31, 2011

Dear Members,

The Directors are pleased to present their Twenty Ninth Annual Report on the business and operations of the Company and the statements of account for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

The Consolidated Results for the financial year ended March 31, 2011 are given below:

(Rs. in lakhs)

Particulars March 31, 2011 March 31, 2010

Revenue from Operations 9506.52 7428.58

Operating Profits before Depreciation, Interest and taxes 5560.44 4144.50

Less: Depreciation and amortization 660.99 245.84

Less : Interest 4.67 1.81

Operating Profit before tax and exceptional items 4894.78 3896.85

Less : Exceptional items - provision for diminution in value of investments 396.18 150.00

Less: Prior Period Adjustments - (13.25)

Profit before tax 4498.60 3760.10

Less: Current Tax 28.00 437.00

Less : Deferred Tax (47.71) 64.55

Less : Deferred Tax for earlier years - (10.38)

Less: Tax Adjustments for earlier years (44.28) (0.20)

Net Profit After Tax 4562.59 3269.13

Less: Share of Profit/ (Loss) of Minority (40.54) -

Net Profit 4603.13 3269.13

Interim Dividend - 149.24

Proposed Dividend 373.09 223.86

Dividend Distribution Tax 60.53 61.97

Transfer to General Reserve 600.00 400.00

Add: Balance brought forward 6835.05 4400.97

Balance carried to Balance Sheet 10404.56 6835.05

Reserves and Surplus 12595.81 8390.60

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.25 per Equity Share of Rs. 5/- each for the financial year ended March 31, 2011on the Share Capital of the Company subject to the approval of shareholders in the ensuing Annual General Meeting. The total outgo including tax on dividend would be Rs. 433.62 lakhs (Last year Rs. 435.07 Lakhs).

Business Review and Future Outlook

Over close to the past two years, your Company has spent substantial effort and successfully executed three important things: 1. Created one of the most unique and first ever content of Urban India, 2. Monetized it and 3.Created business cases for several markets.

With the transition of your Company into a content based solutions provider, we believe that a new phase in the Company's history has just begun. It coincides with what we believe will be the new positioning of geo data in the context of "search", "social media" and "navigation ". We believe the new environment wherein the intersection of social media, search and navigation will find good geo data content an important peg. Your Company's IP will prove to be of substantial value in the consumer space. Also, we believe in the Enterprise and Government markets wherein wider acceptance and realization of the benefits of good geo data is being increasingly felt.

With a vision to be India's premier geo data content player, we believe the future augurs well for our Company.

Management Discussion and Analysis Report

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Corporate Governance

A Report on Corporate Governance along with a Certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

Share Capital

During the year under review, the Authorised share capital of your Company was increased from Rs, 15,00,00,000/- (Rupees Fifteen Crores only) to Rs. 25,00,00,000/-(Rupees Tewenty Five Crores only) dividend into 5,00,00,000 (Five Crores) Equity Shares of Rs. 5 each vide Ordinary Resolution passed through Postal Ballot on June 14, 2010. Futher, it was amended to Rs. 25,50,00,000/- (Rupees Twenty Five Crores and Fifty Lakhs only) divided into 5,10,00,000 (Five Crores and Ten Lakhs) Equity Shares of Rs. 5 each pursuant to sanction of Scheme of Amalgamation between Genesys Worldeye Limited, a wholly owned subsidiary of your Company with the Company as per Sections 391 to 394 of the Companies Act, 1956 vide Order of High Court of Judicature at Bombay dated December 16, 2010.

However, the paid up share capital of the Company remained unchanged in comparion to previous year.

Amalgamation of Genesys Worldeye Limited into the Company

Honourable High Court of Bombay vide its order dated December 16, 2010 has sanctioned the scheme of amalgamation of Genesys Worldeye Limited, a wholly owned subsidiary of your Company with your Company with effect from Appointed date i.e. April 1, 2010. The benefits of the Amalgamation inter alia include greater integration, greater financial strength and flexibility, efficiency in cash management, improved organizational capability and strong leadership for the amalgamated entity. This has helped in maximizing the overall shareholder value, and has also improved the competitive position of the combined entity.

Subsidiaries

During the year under review, Aerial Surveyor Limited, UK a step down wholly owned subsidiary company has been dissolved. Aerial Surveyor Limited, UK was a Wholly Owned Subsidiary of Genesys International (UK) Limited, your Company's wholly owned subsidiary company. Further, Genesys International (UK) Limited has acquired a further equity stake of 19.88 % in GeODC Limited, UK taking its total shareholding to 69.88%. By virtue of the same, GeODC Limited, UK has became a step down subsidiary of your Company.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary companies and the related detailed information shall be made available to any Member of the Company seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any Member at the Registered Office of the Company.

Consolidated Financial Statements

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors' Report form part of the Annual Report.

Directors

Mr. Anil Kumar Lakhina was appointed as an Additional Director of the Company with effect from January 12, 2011 at the Meeting of Board of Directors held on the same day. The Company has received a Notice from a Member signifying his intention to propose Mr. Lakhina for the office of Director at the forthcoming Annual General Meeting.

Mrs. Saroja Malik and Mr. Hemant Majethia, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Detailed information pertaining to the Directors are given in the Corporate Governance Report forming part of this Annual Report.

Auditors

M/s Contractor, Nayak & Kishnadwala, Chartered Accountants (ICAI Registration No. 101961W) retire as Auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment. M/s Contractor, Nayak & Kishnadwala, Chartered Accountants, have also furnished a certificate of its eligibility for re-appointment under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment as Auditors.

Internal Controls

Your Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all transactions carried out are authorised, recorded and reported correctly.

During the year under review, Internal Audit of the Company has been carried out by an independent firm of Chartered Accountants, M/s. Chaitanya Shah & Company.

Public Deposits

Your Company has not accepted any deposits from the public or its employees and as such, no amount on account of principal or interest on deposits was outstanding as on the date of Balance Sheet.

Employee Stock Option Scheme:

Your Company has introduced an Employees Stock Option Scheme named as ‘GENESYS ESOP SCHEME -2010' for the Employees and Directors of the Company and its Subsidiary Companies. However, no Options have been sanctioned till date under this Scheme.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 73,454/- to Investor Education and Protection Fund, in compliance with the provision of section 205C of the Companies Act, 1956. The said amount represents dividend for the financial year 2002-03, which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

Particulars of Employees

The Company has not paid any remuneration attracting the provisions of 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. Hence, no information is required to be appended to this 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

In terms of the provisions of Section 217 (2AA) of the Companies Act 1956, your Directors confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures.

b) the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2011 and of the profits of the Company for the year ended on that date.

c) proper and sufficient care has been taken for 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.

d) the annual accounts have been prepared on a going concern basis.

Acknowledgement

In conclusion, your Directors wish to place on record their sincere appreciation for the untiring efforts and contributions made by employees at all levels to ensure that the Company continues to grow and excel. The Board gratefully acknowledges the valuable guidance and co-operation received from the Government Departments, Bankers, SEEPZ (SEZ), STPI, Customs, MIDC, Customers, Stock Exchanges and other regulatory authorities. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

On Behalf of the Board of Directors

SAJID MALIK

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Dated: May 30, 2011


Mar 31, 2010

We are pleased to present our 28th Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2010.

Financial Highlights

The Consolidated Results for the financial year ended March 31, 2010 are given below:

(Rs. in lakhs)

Particulars March 31, 2010 March 31, 2009

Revenue from Operations 7428.58 8354.19

Operating Profits before Depreciation, Interest and taxes 4144.50 3486.74

Less: Depreciation and amortization 245.84 223.49

Less : Interest 1.81 37.77

Operating Profit before tax and exceptional items 3896.85 3225.48

Less : Exceptional items - provision for diminution in value of investments 150.00 150.00

Less: Prior Period Adjustments (13.25) -

Profit before tax 3760.10 3075.48

Less:

Current Tax 437.00 98.75

Fringe Benefit Tax - 17.81

Deferred Tax 64.55 (139.72)

Deferred Tax for earlier years (10.38) -

Wealth Tax - 0.28

Tax Adjustments for earlier years (0.20) -

Net Profit After Tax 3269.13 3098.36

Add: Balance brought forward 4400.97 1951.82

Amount available for appropriation 7670.10 5050.18

Interim Dividend 149.24 -

Proposed Dividend 223.86 298.48

Dividend Distribution Tax 61.97 50.73

Transfer to General Reserve 400.00 300.00

Balance carried to Balance Sheet 6835.03 4400.97

Reserves and Surplus 8390.60 5546.82

Dividend

The Company had paid an Interim Dividend of 10% (Re.1/- per equity share of Rs.10/- each) and recommended a Final Dividend of 15% (Rs.1.50 per equity share of Rs.10/- each) aggregating to 25% out of the profits, on the paid-up equity share capital, for the year ended March 31, 2010. Subsequently, the Company sub- divided the equity shares of Rs. 10/- each into 2 Equity shares of the face value of Rs.5/- each thro’ shareholders’ approval by Postal Ballot. The final dividend of 15% recommended by the Board will therefore be paid on equity shares of Rs. 5/- each subject to the approval of shareholders in ensuing Annual General Meeting. The total outgo including tax on dividend would be Rs. 435.07 Lacs (Last Year: Rs. 349.21 Lacs).

Business Review and Future Outlook

In the coming year onwards the Companys business model will change to a content and solutions Company. The licensing deal we have done for the Mobile Vas space will be a large propellor for the Company. And the Companys goal is to license its data and solutions to various verticals.

The Company seeks to emulate the succesful content models the GIS space has seen and work towards the value creation that it has witnessed.

Subsidiaries

As required under section 212 of Companies Act, 1956, the audited statements of accounts along with the Company’s subsidiaries, viz. Genesys International (UK) Limited, Aerial Surveyor Limited, U.K. and Genesys Worldeye Limited (India) and respective Auditors’ Reports thereon for the year ended March 31, 2010 are annexed to this report.

Consolidated Financial Statements

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the Accounting Standard AS-21 & AS-27 read with Accounting Standard AS-23 issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors’ Report form part of the Annual Report.

Directors

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Further details about Directors are given in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s Contractor, Nayak & Kishnadwala, Chartered Accountants, Auditors of the Company (ICAI Registration No. 101961W) retire at the ensuing Annual General Meeting and are eligible for re- appointment. M/s Contractor, Nayak & Kishnadwala, Chartered Accountants, have confirmed that their re-appointment, if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment as Auditors.

Internal Controls

Company has appointed an independent firm of Chartered Accountants, M/s. Chaitanya Shah & Company, Chartered Accountants as Internal Auditors. The Audit Committee of the Board addresses significant issues raised by the Internal Auditors and Statutory Auditors. This provides an objective assurance to the Board and Audit Committee regarding the adequacy and effectiveness of the internal control system.

Fixed Deposits

The Company has not accepted any Deposits and as such, no amount of principal or interest was outstanding as on the date of Balance Sheet. Share Captial and Sub-division of Equity Shares

The Company has increased its Authorised Capital to Rs. 25 Crores and Sub-divided the existing equity shares of Rs.10/- each into two equity shares of Rs.5/- each vide resolutions passed by shareholders through Postal Ballot on June 14, 2010. Pursuant to the Sub-division of equity shares of the Company, a New ISIN – INE727B01026 has been allotted by the Depositories.

Employees Stock Option Scheme

Employees Stock Option Scheme named as ‘GENESYS ESOP SCHEME -2010’ to the Employees and Directors of the Company and its Subsidiary Companies has been approved by the shareholders through Postal Ballot on June 14, 2010. The Company will adopt the intrinsic value method for valuation of the options granted. The Company has received the in-principle approvals of ESOP Scheme from the Stock Exchanges.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 1,04,130/- to Investor Education and Protection Fund, in compliance with the provisions of section 205C of the Companies Act, 1956. The said amount represents dividend, which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

Particulars of Employees

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, the names and other particulars of the employees are required to be set out in annexure to the Directors’ Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being send to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto marked Annexure–A and forms part of this Report.

Corporate Governance

The Company has complied with the Corporate Governance as stipulated under the Listing Agreement with stock exchanges. A separate section on corporate governance along with a Certificate from the Auditors confirming the compliance is annexed and forms part of the Annual Report.

Directors Responsibility Statement

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

a) In preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

b) The selected accounting policies were applied consistently and the Directors 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 as at March 31, 2010 and of the profits of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for 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.

d) The annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors take this opportunity to express their deep sense of gratitude to the Government Departments, Bankers, SEEPZ (SEZ), STPI, Customs, MIDC, Stock Exchanges, other regulatory authorities, Customers, shareholders and investors for their continued guidance, co-operation and support to the Company.

Your Directors also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by employees at all levels for their contribution to the success achieved by the Company.

On Behalf Of The Board Of Directors

SAJID MALIK CHAIRMAN AND MANAGING DIRECTOR

Place: Mumbai Dated: July 31, 2010

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