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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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« Mar 10
Directors Report Year End : Mar '11
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
Source : Dion Global Solutions Limited
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