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,
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
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
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.
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.
There is no change in the authorised and paid-up Share Capital of the
Company in comparison to previous year.
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.
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.
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.
The Company has proper and adequate systems of internal control in
order to ensure that all transactions are duly authorized, recorded and
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.
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
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
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.
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
CHAIRMAN & MANAGING DIRECTOR
Dated: May 29, 2012