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
|