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Genesys International Corporation Directors Report, Genesys Int Reports by Directors
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Genesys International Corporation
BSE: 506109|NSE: GENESYS|ISIN: INE727B01026|SECTOR: Computers - Software Medium/Small
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Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Mar '12    « Mar 11
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
Source : Dion Global Solutions Limited
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