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Notes to Accounts of Genesys International Corporation Ltd.

Mar 31, 2016

Contingent liabilities are not provided for and are disclosed by way of notes to accounts, where there is an obligation that may, but probably will not, require our flow of resources.

Where there is a possible obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent assets are neither recognized nor disclosed in the financial statements.

The Company has only one class of shares referred to as equity shares having a par value of ''5/-. Each holder of equity shares is entitled to one vote per share.

Shares issued during the financial year 2014-15 on conversion of equity warrants are subject to lock-in period of one year from the date of trading approval, i.e., up to 20-04-2016.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholding.

Compensation Committee of the Board of Directors has granted RS 10, 00,000 Options to the eligible employees of the company in October 2015, in terms of Company''s ESOP Scheme- 2010. One stock option granted represents one equity share of ''5/- each.

The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

For the year ended March 31, 2016, the amount of dividend per equity share recognized as distributions to equity shareholders is of ''0.125 per share. (Previous Year ''0.125 per share) The total dividend appropriation for the year ended March 31, 2016, amounts to ''45, 80,738 including dividend distribution tax of ?''7, 74,799 (Previous Year ''4,580,738)."On October 11, 2013, the company had allotted 40,00,000 warrants by way of preferential issue to the non-promoter investors, entitling them to apply for and obtain allotment of one equity share of face value of ''5/- each against each warrant held by them, at a price of ''100/- per equity share. The allotters of the warrants, had paid ''50 per warrant (being 50% of the price of warrant), in terms of the SEBI (ICDR) Regulations, 2009, before allotment of the warrants. The holders of above the warrants were entitled to apply for and obtain allotment of equity shares at any time after the date of allotment of warrant but on or before the expiry of 18 months from the date of such allotment, in one or more tranches, on payment of balance consideration (i.e. ''50/- per Warrant) payable against each warrant. "

During the year 2014-15, 6, 00,000 equity shares were allotted on conversion of 6, 00,000 warrants.

Since the holders of the remaining 34, 00,000 warrants did not exercise the option, consideration earlier received in respect of those warrants is forfeited by the company in terms of Chapter VII of the SEBI (ICDR) Regulations, 2009, on 11th April, 2015.

(a) Vehicle loan taken from bank towards the purchase of 17 Vehicles. Total outstanding amount of such loan as on March 31, 2016 is? ''1, 49, 65,601 (Previous Year: ''Nil). The loan carries an interest rate of 10% per annum and is repayable over a period of 3 years starting from December 2015 with last installment payable on November 2018. The said loan is fully secured by hypothecation of assets acquired by utilizing the said loan.

(b) Vehicle Loan taken from others for acquisition of vehicle. Total outstanding amount of such loan as on March 31, 2016 is ''34, 20,147 (Previous Year: ?''43, 52,437). The loan carries an interest rate of 11.75% p.a. and is repayable over a period of 7 years starting from March 2012 with last installment payable on February 2019.The said loan is fully secured by hypothecation of assets acquired by utilizing the said loan.

(c) The outstanding amount for finance lease availed for acquisition of assets as on March 31, 2016 is amounting to ''Nil (Previous Year: ''23, 85,005). The loan carried interest rate of 13.73% p.a. and is repaid during the year 2015-16.

Current maturities of the above loans up to 31.03.2017 have been grouped under "Current maturities of long term debt”

The Company has obtained Post Shipment Line of Credit / Cash Credit facilities from bank. As on the balance sheet date, outstanding amount is ''99,480,737 (Previous Year: ''100,579,400).

Post Shipment Line of Credit facility / Cash Credit is secured by hypothecation of entire current assets of the company present & future, export bills and further secured by:

- Hypothecation charge over all movables assets, equipments and fixtures of the company located at the Company''s offices at Bangalore and Mumbai.

- Lien on Term Deposit Receipt of ''12,010,000 (Previous year: ''11,800,000).

- Personal guarantees of Managing Director, Executive Director and Whole-time Director of the Company.

- Pledge of Promoters'' shares having a market value of ''41,974,856 (Previous year: ''47,712,992) as on March 31, 2016.

- Equitable mortgage of Company owned office situated at Mumbai.

Amount due to Micro, Small and Medium Enterprises:

(a). Trade payable includes (i) ''Nil (Previous year: ''Nil) due to micro and small enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006 to other parties.(MSME); and (ii) ''38,537,828 (Previous year: ''75,941,809) due to other parties.

(b). No interest is paid/payable during the year to any enterprise registered under the MSME.

(c ). The above information has been determined to the extent such parties could be identified on the basis of the information available with the company regarding the status of suppliers under the MSME.

Current Liabilities of finance lease obligations includes loan taken from others for acquisition of assets. Total outstanding amount of such loan as on March 31, 2016 is ''25,728,509 (Previous Year: ''Nil). The loan carries an interest rate of 11.75% per annum and is repayable over a period of 1 year starting from March 2016 with last installment payable in February 2017. The said loan is fully secured by hypothecation of assets acquired by utilizing the said loan.

1. EMPLOYEE STOCK OPTION

Compensation Committee of the Board of Directors has granted 10,00,000 Options under ''GENESYS ESOP SCHEME-2010'' ("the scheme") to the eligible employees of the company in October 2015 in terms of Company''s ESOP Scheme- 2010 at the exercise prices, subject to requirements of vesting conditions. These options vest in equal tranches over a period of 3 years from the date of grant. Upon vesting, the employees can acquire one equity shares of ''5 each for every option and secure allotment of company''s shares at a price determined at the time of grant of options. The maximum contractual term for these stock option plans is 5 years.

The stock compensation cost is computed under the intrinsic value method and amortized on a straight line basis over the total vesting period of 3 years. Intrinsic value is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exercise price of the option. The intrinsic value on the date of grant approximates the fair value. For the year ended March 31, 2016, the Company has recorded stock compensation expense of ?''67, 63,099 (Previous Year: ''Nil).

(ii). Capital Commitment: Estimated amount of contracts remaining to be executed on capital account and not provided for (net of Advances and taxes) ''25,574,345. (Previous Year: ''25,000,000)

2. Employee Benefits:

The disclosure in accordance with the requirements of Accounting Standard -15 (Revised 2005) Employee Benefits are provided below -

Defined Contribution Plans -

In respect of defined contribution plans, an amount of ''81, 61,849 (Previous Year: ''82,13,616) has been recognized in the Statement of Profit and Loss for the year towards employer share of Provident Fund Contribution.

Defined Benefit Plans -

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the statement of profit & loss for the period in which they occur.

(ii) Principal actuarial assumptions:

3. RELATED PARTY TRANSACTIONS:

A. With whom transactions made during the year a. Associate Enterprises -

i. M/s Genesys Enterprises Inc., USA

ii. M/s GI Engineering Solutions Limited

iii. M/s A.N. Virtual World Tech Limited, Cyprus

iv. M/s Virtual World Spatial Technology Private Limited

B. With whom no transactions made during the year

a. Entities over which Directors are able to exercise significant influence.

i. M/s Valueo Nutra Private Limited

ii. M/s Kilam Holdings Limited

iii. M/s Kadam Holding Limited

iv. M/s Ventura Guaranty Limited

4. As per “AS - 17 on Segment reporting", segment information is given below:

i. The Company operates only in one Primary Segment i.e. GIS based services for the purpose of Accounting Standard

- 17 Segmental reporting.


Mar 31, 2015

1. Company's Background

Genesys International Corporation Limited is engaged in providing Geographical Information Services comprising of photogrammetry, remote sensing, cartography, data conversion, state of the art terrestrial and 3D geo-content including location and other computer based related services.

The company is a public limited company incorporated and domiciled in India and has its registered office at Mumbai, Maharashtra.

The company has its primary listing on Bombay Stock Exchange and National Stock Exchange.

2. Employee Benefits:

The disclosure in accordance with the requirements of Accounting Standard -15 (Revised 2005) Employee Benefits are provided below -

Defined Contribution Plans –

In respect of defined contribution plans, an amount of Rs. 82,13,616 (Previous Year: Rs. 11,815,767) has been recognized in the Statement of Profit and Loss for the year towards employer share of Provident Fund Contribution.

Defined Benefit Plans –

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the statement of profit & loss for the period in which they occur.

3. RELATED PARTY TRANSACTIONS:

a. Associate Enterprises –

i. M/s Genesys Enterprises Inc., USA

ii. M/s GI Engineering Solutions Limited

iii. M/s Ventura Securities Limited

iv. M/s A.N. Virtual World Tech Limited, Cyprus

v. M/s Genesys Virtual World Limited

4. As per "AS – 17 on Segment reporting", segment information is given below:

i. The Company operates only in one Primary Segment i.e. GIS based services for the purpose of Accounting Standard – 17 Segmental reporting.

ii. The disclosure requirement for Secondary Segment as per the Accounting Standard - 17 is as under:

5. Exchange Differences

During the year, realized and unrealized exchange gain (net) amounting to Rs. 11,620,016/- (Previous Year: exchange gain of Rs. 10,627,531/-) is included in the financial statements. There are no forward exchange contracts/options outstanding as on 31st March, 2015.

6. Figures for previous year have been re-grouped/re-classified wherever necessary to conform to current year's presentation.


Mar 31, 2014

1. Commitments:

(i). Contingent Liabilities

PARTICULARS As at As at MARCH 31, 2014 MARCH 31, 2013

Contingent Liabilities

Bank Guarantees* 14,684,366 4,589,034

Estimated amount of claims against the Company not acknowledged as debts in respect of:

Disputed Income Tax Matters 5,790,516 32,959,712

*Bank Guarantees are secured by Fixed Deposits worth 5,733,728 (Previous year: Rs. 3,016,332).

2. During the year under review, in view of the long term growth plans of the Company, it was resolved by the members to raise funds through preferential issue of Convertible Warrants to non promoter investors. Accordingly, 4,000,000 Warrants convertible into 4,000,000 Equity Shares of Rs. 5/- each at a premium of Rs. 95/- per Equity Share were allotted on preferential basis to the investors on October 11, 2013. Amount paid up per equity share warrant is Rs. 50 and remaining amount is receivable within a period of 18 months from the date of allotment upon conversion of equity share warrant.

3. Employee Benefits:

The disclosure in accordance with the requirements of Accounting Standard - 15 (Revised 2005) Employee Benefits are provided below -

Defined Contribution Plans –

In respect of defined contribution plans, an amount of Rs. 11,815,767 (Previous Year: Rs. 15,728,881) has been recognized in the Statement of Profit and Loss for the year towards employer share of Provident Fund Contribution.

Defined Benefit Plans –

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the statement of profit & loss for the period in which they occur.

4. RELATED PARTY TRANSACTIONS:

a. Associate Enterprises –

i. M/s Genesys Enterprises Inc., USA

ii. M/s GI Engineering Solutions Limited

iii. M/s Ventura Securities Limited

iv. M/s A.N. Virtual World Tech Limited, Cyprus

v. M/s Genesys Virtual World Limited

b. Key Management Personnel

Name of Personnel Designation

Mr. Sajid Malik Chairman & Managing Director

Mrs. Saroja Malik Whole-time Director

Mr. Sohel Malik Executive Director

Col. J. Jacob President – Photogrammetry and GIS

5. As per "AS – 17 on Segment reporting", segment information is given below:

i. The Company operates only in single Primary Segment i.e. GIS based services for the purpose of Accounting Standard – 17 Segmental reporting.

ii. The disclosure requirement for Secondary Segment as per the Accounting Standard - 17 is as under:

6. Exchange Differences

During the year, realized and unrealized exchange gain (net) amounting to Rs. 10,627,532/- (Previous Year: exchange gain of Rs. 31,900,982/-) is included in the financial statements. There are no forward exchange contracts/options outstanding as on 31st March, 2014.

7. Figures for previous year have been re-grouped/re-classified wherever necessary to conform to current year''s presentation.


Mar 31, 2013

1. Company''s Background

Genesys International Corporation Limited is engaged in providing Geographical Information Services comprising of photogrammetry'' remote sensing'' cartography'' data conversion'' state of the art terrestrial and 3D geo-content including location and other computer based related services.

2. Commitments:

(i). Contingent Liabilities

PARTICULARS As at MARCH 31'' 2013 MARCH 31'' 2012

Contingent Liabilities

Bank Guarantees* 4''589''034 6''101''391

Estimated amount of claims against the Company not acknowledged as debts in respect of:

Disputed Income Tax Matters 32''959''712 67''064''248

*The guarantees are secured by Fixed Deposits worth Rs. 3''016''332

(Previous year: Rs. 1''961''878).

(ii) Capital Commitment :

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 16''741''570 (Previous Year: Rs. Nil).

3. During the year the Company has remitted Rs. 162''820''700 (Previous Year: Rs. Nil) as share application money towards investment in Optionally Convertible Preference Shares (OCPS) of A. N. Virtual World Tech Limited'' Cyprus. The Company has further remitted Rs. 202''713''166 subsequent to the balance sheet date and the same is pending allotment.

4. Employee Benefits: The disclosure in accordance with the requirements of Accounting Standard -15 (Revised 2005) Employee Benefits are provided below -

Defined Contribution Plans –

In respect of defined contribution plans'' an amount of Rs. 15''728''881 (Previous Year: Rs. 11''059''984) has been recognized in the Statement of Profit and Loss for the year towards employer share of Provident Fund Contribution.

Defined Benefit Plans –

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Statement of Profit and Loss for the period in which they occur.

5. RELATED PARTY TRANSACTIONS :

a. Parties where control exists:

Associate Enterprises –

i. M/s Genesys Enterprises Inc.'' USA

ii. M/s GI Engineering Solutions Limited'' India

iii. M/s Ventura Securities Limited'' India

iv. M/s A.N. Virtual World Tech Limited'' Cyprus

6. As per "AS – 17 on Segment reporting"'' segment information is given below:

i. The Company operates only in single Primary Segment i.e. GIS based services for the purpose of Accounting Standard – 17 Segmental reporting.

ii. The disclosure requirement for Secondary Segment as per the Accounting Standard 17 is as under:

7. EXCHANGE DIFFERENCES

During the year'' realized and unrealized exchange gain (net) amounting to Rs. 31''900''982/- (Previous Year: exchange gain of Rs. 78''525''159/-) is included in the financial statements. There are no forward exchange contracts/options outstanding as on 31st March'' 2013.

8. Figures for previous year have been re-grouped/re-classified wherever necessary to conform to current year''s presentation.


Mar 31, 2012

1. Company's Background

Genesys International Corporation Ltd. is engaged in providing Geographical Information Services comprising of Photogrammetry, Remote Sensing, Cartography, Data Conversion, state of the art terrestrial and 3d geo- content including location based and other Computer based related services.

There is no change in the number of equity shares outstanding as at the beginning and at the end of the year.

The Company has only one class of shares referred to as equity shares having a par value of Rs.5/-. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion of their shareholding.

The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2012 the amount of per share dividend recognized as distributions to equity shareholders was Rs.1.25 per share. The total dividend appropriation for the year ended March 31, 2012 amounted to Rs. 43,361,906 including corporate dividend tax.

Vehicle loans under vehicle finance from financial institutions and banks amount to Rs. 25,398,501 ( Previous Year Rs. 19,234,098) carrying interest rate ranging from 9.25% to 11.75% p.a. is repayable in EMI's & fully secured by hypothecation of vehicle acquired by utilising the said loan.

Current maturities of the above loans upto 31.03.2013 have been grouped under "Current maturities of long term debt" (refer note no. 8).

Amount due to Micro, Small and Medium Enterprises :

(a) Trade payables includes (i) Rs. Nil (Previous year Rs. Nil) due to micro and small enterprises registered under the Micro, Small and Medium Enterprises Develompment Act, 2006 (MSME); and (ii) Rs. 34,030,042 (Previous year Rs. 8,327,375) due to other parties.

(b) No interest is paid/payable during the year to any enterprise registered under the MSME.

(c ) The above information has been determined to the extent such parties could be identified on the basis of the information available with the company regarding the status of suppliers under the MSME.

(a) During the year the Company has sold its entire investment in its wholly owned subsidiary M/s. Genesys International (UK) Limited, UK resulting in a loss of Rs. 60,514,987.

(b) During the year the Company has sold its holding of 16.67% in Image Intelligence Inc., USA, resulting in a loss of Rs. 66,834,063. The Company has already provided for diminution of Rs. 69,618,068, the entire amount of investment in previous years.

2. Commitments :

(i) Contingent Liabilities (in Rs.)

PARTICULARS As at MARCH 31, 2012 MARCH 31, 2011

Contingent Liabilities

Bank Guarantees* 6,101,391 23,999,627

Letter of Credit - 742,050

Estimated amount of claims against the company not acknowledged as debts in respect of :

Disputed Income Tax Matters 67,064,248 44,305,764

*The guarantees are secured by Fixed Deposits worth Rs. 1,961,878 (Previous year Rs. 19,779,644).

(ii) Other Commitments :

The Company has purchase commitment of Rs. 5,367,622 towards investment in equity shares of A.N. Virtual World Tech Limited, Cyprus.

3. During the year the Company has sold its entire investment in its wholly owned subsidiary M/s. Genesys International (UK) Limited, UK. Accordingly as on March 31, 2012 the company has no subsidiary and only standalone financial statements are prepared.

4. During the year the company has invested Rs. 607,458,893 in equity instruments of A. N. Virtual World Tech Limited, Cyprus. The amount so invested is shown as share application money pending allotment as on March 31, 2012. The company has further invested Rs. 5,367,622 subsequent to balance sheet date. On May 7, 2012 the Company has been allotted 597,394 equity shares of 1 euro each at a premium of 15 euro per equity share by A. N. Virtual World Tech Limited, Cyprus.

5. The Company has obtained sanction for Post Shipment line of credit from State Bank of India. As on March 31, 2012 outstanding amount is Rs. NIL. (Previous Year Rs. Nil).

Post Shipment line of credit facility is secured by hypothecation of entire current assets of the company present & future, export bills and further secured by:

- Hypothecation charge over all movable assets , equipments, fixtures of the company located at the Company's offices at Bangalore and at 73, 73A, 75B, 77A & 77C SDF-III, Seepz, Andheri (East), Mumbai.

- Lien on Term Deposit Receipt of Rs. 10,105,429 (Previous year Rs. 9,385,851).

- Personal guarantees of Whole-time Director, Managing Director and Executive Director of the Company.

- Pledge of Promoters' shares having a market value of Rs. 101,046,213/- (Previous year Rs. 143,296,186) as on March 31, 2012.

6. Employee Benefits : The disclosure in accordance with the requirements of Accounting Standard -15 (Revised 2005) Employee Benefits are provided below -

Defined Contribution Plans -

In respect of defined contribution plans, an amount of Rs. 11,059,984 (Previous Year Rs. 7,551,906) has been recognized in the statement of profit & loss for the year towards employer share of PF Contribution.

Defined Benefit Plans -

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the statement of profit & loss for the period in which they occur.

7. RELATED PARTY TRANSACTIONS :

a. Parties where control exists:

Subsidiary Companies -

i. Genesys International (UK) Limited, UK - since ceased to be subsidiary

ii. Geodc Limited, UK - since ceased to be subsidiary Associate Enterprises -

i. M/s Genesys Enterprises Inc., USA

ii. M/s GI Engineering Solutions Ltd., India

iii. M/s Ventura Securities Limited, India

8. EXCHANGE DIFFERENCES

During the year, realized and unrealized exchange gain (net) amounting to Rs. 78,525,159/- (Previous Year exchange loss of Rs. 5,511,597/-) is included in the financial statements. There are no forward exchange contracts/options outstanding as on March 31, 2012.

9. The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of the financial statements. This has significantly impacted the disclosures and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classifications / disclosures.


Mar 31, 2011

1. Company's Background

Genesys International Corporation Ltd. is engaged in providing Geographical Information Services comprising of Photogrammetry, Remote Sensing, Cartography, Data Conversion, state of the art terrestrial and 3D geo-content including location based and other Computer based related services.

2. Contingent Liabilities:

Particulars As at March As at March

31, 2011 31, 2010

Rs Rs

Contingent Liabilities

Bank Guarantees* 2,39,99,627 52,87,751

Letter of Credit 7,42,050 62,91,330

Estimated amount of claims against the company not acknowledged as debts in respect of :

Disputed demand for 4,43,05,764 7,12,766

Income Taxes

*The guarantees are secured by Fixed Deposits worth Rs. 1,86,92,133 (Previous year Rs. 13,54,641) and Letter of credit is secured by Fixed Deposits worth Rs. 10,00,000 (Previous year Rs. 81,43,816).

3. The Company has obtained sanction for Post Shipment Line of Credit from State Bank of India. As on 31st March, 2011 outstanding amount is Rs. NIL. (Previous Year Rs. Nil).

Post Shipment Line of Credit facility is Secured by Hypothecation of entire current assets of the company present & future, export bills and further secured by:

- Hypothecation charge over all movables assets , equipments, fixtures of the company located at the Company's offices at Bangalore and at 73, 73A, 75B, 77A & 77C SDF-III, Seepz, Andheri (East), Mumbai.

- Lien on Term Deposit Receipt of Rs. 93,85,851 (Previous year Rs. 86,10,100).

- Personal guarantees of Whole-time Director, Managing Director and Executive Director of the Company.

- Pledge of Promoters' shares having a market value of Rs. 14,32,96,186/- (Previous year Rs. 11,97,34,457) as on 31st March, 2011.

During the year the Company has taken vehicle loans from Tata Capital Limited, and HDFC bank Ltd. which are fully secured by the hypothecation of the vehicles taken on finance. Amount outstanding as on 31st March, 2011 is Rs. 1,92,34,098 (Previous Year Rs. Nil).

Computation of Net Profit in accordance with section 349 of the Companies Act, 1956 and calculation of commission payable to Non-Executive Director :

4. Employee Benefits : The disclosure in accordance with the requirements of Accounting Standard -15 (Revised 2005) Employee Benefits are provided below -

(a) Defined Contribution Plans –

In respect of defined contribution plans, an amount of Rs. 75,51,906 (Previous Year Rs. 56,66,694) has been recognized in the Profit & Loss account for the year towards employer share of PF Contribution.

(b) Defined Benefit Plans –

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Profit & Loss account for the period in which they occur.

5. In accordance with the Accounting Standard – 22 (AS – 22) “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India which became mandatory from 1st April 2001, the Company has considered the effect of timing differences and accordingly accounted for Deferred Tax.

One of the Company's units is entitled to a tax holiday under Section 10 AA of Income Tax Act, 1961, in the current year. Deferred Tax Assets and Liabilities as at the balance sheet date resulting from timing differences between book profit and tax profit are not considered to the extent they are expected to get reversed within the tax holiday period. The break-up of net deferred tax assets/(liability) is as under -

6. Exchange Differences:

During the year, realized and unrealized exchange gain amounting to Rs. 55,11,597 (Previous Year exchange loss of Rs. 28,03,668/-) is included in the financial statements. There is no forward exchange contracts/options outstanding as on 31st March, 2011.

7. As at 31st March, 2011 no supplier has intimated the Company about its status as Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small & Medium Enterprises Development Act, 2006 (said Act) and to the best of the Company's knowledge and belief, sundry creditors as at the year end do not include outstanding dues to parties or entities covered by the said Act.

8. (a) (i) The Balance Sheet of the foreign subsidiary/ sub-subsidiary companies reflects diminution in the net worth/ existence of net liabilities. In the opinion of the management, provision for diminution is not required in view of the long term nature of investments and future business plans of the foreign subsidiary/ sub-subsidiary.

(ii) Sundry debtors includes Rs.419.94 lacs (Previous Year Rs.342.63 lacs) receivable from GEODC Limited, a sub-subsidiary company. Though the said company has net liabilities of Rs. 371.37 lacs (Previous Year Rs. 220.24 lacs), no provision has been made in respect of the same since the management is confident of recovering the same in view of the future business plans of the said company.

(b) The Company holds investments in Image Intelligence Inc. and net worth of the investee company has been fully eroded as on 31st December, 2010. Hence the management has decided to provide for Rs. 396.18 lacs towards diminution in the value of investments being of permanent nature.

9. The Company is engaged in the business of rendering computer-based services. The development and sale of such services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act 1956.

10. The Ministry of Corporate Affairs, Govt. of India, vide general circular no. 2 & 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956 subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence it is entitled to the exemptions. Necessary information relating to the subsidiaries has been included in the consolidated financial statements.

11. As per the scheme of amalgamation sanctioned by the High Court, Mumbai vide order dated 16.12.2010 Genesys Worldeye Limited a wholly owned subsidiary company has been merged with the Company w.e.f. 01.04.2010. As such current year's figure includes figures of Genesys Worldeye Limited w.e.f. 01.04.2010; therefore previous year's figures are not comparable with the current year's figures. Figures for previous year have been re-grouped/ re-classified wherever necessary to conform to current year's presentation.


Mar 31, 2010

1. Companys Background

Genesys International Corporation Ltd. is engaged in providing Geographical Information Services comprising of Photogrammetry, Remote Sensing, Cartography, Data Conversion and other Computer based related services.

2. Contingent Liabilities

Particulars As at As at

March 31,2010 March 31, 2009 Rs. Rs.

Contingent Liabilities

Bank Guarantees* 5,287,751 7,079,000

Letter of Credit 6,291,330 -

Estimated amount of claims against the company not acknowledged as debts in respect of :

Disputed demand for Income Taxes 712,766 26,179,658

* The guarantees are secured by Fixed Deposits worth Rs. 1,354,641 (Previous year Rs. 5,632,369) and Letter of credit is secured by Fixed Deposits worth Rs. 8,143,816 (Previous year Rs. NIL).

3. The Company has obtained Post Shipment Line of Credit from State Bank of India. The amount, which is due for repayment within 1 year from the date of Balance Sheet towards Post Shipment Line of Credit is Rs. Nil (Previous Year Rs. 46).

Post Shipment Line of Credit facility is Secured by Hypothecation of entire current assets and Export Bills and further secured by:

- Hypothecation of all existing and future movable and immovable equipments, Fixtures and all other assets owned by the company.

- Lien on Short Term Deposit Receipt of Rs. 8,610,100/- (Previous year Rs. 8,119,415 )

- Personal guarantees of Whole-time Director, Managing Director and Executive Director of the Company.

- Pledge of Promoters shares having a market value of Rs. 119,734,457/- (Previous year Rs. 22,009,288) as on 31st March, 2010.

4. Employee Benefits : The disclosure in accordance with the requirements of Accounting Standard -15 (Revised 2005) Employee Benefits are provided below -

(a) Defined Contribution Plans –

In respect of defined contribution plans, an amount of Rs. 5,666,694 (Previous Year Rs. 7,949,062) has been recognized in the Profit & Loss account for the year towards PF Contribution.

(b) Defined Benefit Plans –

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Profit & Loss account for the period in which they occur.

5. Related party transactions :

(a) Parties where control exists :- (i) Wholly owned Subsidiary Companies -

M/s Genesys International (UK) Limited, UK M/s Aerial Surveyor Limited, UK M/s Genesys Worldeye Limited, India

(ii) Associate Enterprises –

Genesys Enterprises Inc., USA GI Engineering Solutions Ltd., India GeODC Limited, UK (50% joint venture) Ventura Securities Limited, India

(b) Key Management Personnel

Name of Personnel Designation

Mr. Sajid Malik Chairman & Managing Director

Mrs. Saroja Malik Whole-time Director

Mr. Sohel Malik Executive Director

Col. J. Jacob President – Photogrammetry & GIS

(c) Principal Shareholder

M/s Kilam Holdings Ltd., Mauritus

6. In accordance with the Accounting Standard – 22 (AS – 22) "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India which became mandatory from 1st April 2001, the Company has considered the effect of timing differences and accordingly accounted for Deferred Tax.

7. (a) The Company operates only in single Primary Segment i.e. GIS based services for the purpose of AS – 17 Segmental reporting.

8. Exchange Differences

During the year, realized and unrealized exchange loss amounting to Rs. 2,803,668 (Previous Year exchange loss of Rs. 2,920,872/-) is included in the financial statements. There is no forward exchange contracts/options outstanding as on 31st March, 2010.

9. The Company has compiled this information based on current information in its possession. As at 31st March, 2010 no supplier has intimated the Company about its status as Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small & Medium Enterprises Development Act, 2006 (said Act) and to the best of the Companys knowledge and belief, sundry creditors as at the year end do not include outstanding dues to parties or entities covered by the said Act.

10. (a) The Balance Sheet of the foreign subsidiary companies and joint venture company reflects diminution in the net worth. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the long term nature of investments and future business plans of the foreign subsidiaries and joint venture company.

(b) The Company holds investments in Image Intelligence Inc. and net worth of the investee company has substantially eroded as on 31st December, 2009. Considering the assets both tangible & intangible belonging to the investee company and future business prospects, the management has decided to provide for further Rs. 15,000,000 towards diminution in the value of investments being of permanent nature.

11. The Company is engaged in the business of rendering computer-based services. The development and sale of such services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act 1956.

12. Figures for previous year have been re-grouped/re-classified wHEREVER NECESSARY TO CONFORM TO CURRENT YEARS PRESENTATION.