The Members of Genesys International Corporation Limited
Your Directors present with immense pleasure the 35th Annual Report on the business andoperations of the Company alongwith the Audited Financial Statements of the Company forthe financial year ended March 31 2017.
1. RESULT OF OPERATIONS
The summarized financial highlights of the Company for the year ended March 31 2017are as follows:
| || || |
(Rs. in lacs)
| ||Standalone ||Consolidated |
|Particulars ||31-Mar-17 ||31-Mar-16 ||31-Mar-17 ||31-Mar-16 |
|Revenue from Operations ||7668.10 ||4695.57 ||7668.10 ||4695.57 |
|Other Income ||258.04 ||588.36 ||258.04 ||588.36 |
|Total Income (A) ||7926.14 ||5283.93 ||7926.14 ||5283.93 |
|Total Expenses (B) ||5810.85 ||4824.72 ||5810.85 ||4824.72 |
|Profit Before Tax (C=A-B) ||2115.29 ||459.21 ||2115.29 ||459.21 |
|Tax Expenses (D) ||244.48 ||28.65 ||244.48 ||28.65 |
|Net Profit After Tax (E= C-D) ||1870.81 ||430.56 ||1870.81 ||430.56 |
|Share of Profit/(Loss) of Associates ||- ||- ||(277.27) ||(208.66) |
|Net Profit after Tax & Share of Profit/Loss of Associates ||1870.81 ||430.56 ||1593.54 ||221.90 |
Your Directors are pleased to recommend a dividend of 2.5% i.e. Re. 0.125/- per equityshare of Face Value of Rs. 5/- each aggregating to Rs. 38.26 Lacs subject to approval ofshareholders for the financial year 2016-17. (Previous Year Rs. 38.06 Lacs)
3. COMPANY OPERATIONS AND FUTURE OUTLOOK
The business operations of Genesys is being judiciously balanced between domestic andinternational markets. Genesys has an unique blend of solution offerings in severalvertical markets specially in infrastructure urban telecom etc. and it will continue towork in this direction of interoperability so that the services and solutions for ourcustomers are platform agnostics. Convergence of smart technologies will lead to createefficient governance models. International customers are also showing great confidence andreliability on Genesys strengths to process the acquired datasets accurately in less time.
The current the company is striving towards machine learning and the adoption of theInternet-of-Things which will bring autonomous acts independent of the manual humaninterventions from the current practice of human oriented internet based processing.Genesys is focused on acquiring new technologies to exploit the ability to find locationwithin buildings or other structures which are in public use (hospitals exhibition hallsstations airports town halls etc.) that are becoming increasingly available. On aStandalone basis your Company registered a total turnover of Rs. 7668.10 lacs for theyear as compared to 4695.57 lacs in the previous year. The profits after tax stood at Rs.1870.81 lacs in the year 2016-17.
The future operations of Genesys will revolve around bringing more expertise throughusage of new technologies in Road and Railway based topographic surveys and safety auditprojects using LiDAR in Infrastructure domain and building Spatial data infrastructure and3D Cities in Urban domain. Geospatial information provides an interesting opportunity toimprove the quality of life of citizens. It is the endeavor of Genesys to acquire best ofthe breed tools available in the marketplace to provide industry best solutions to thecustomers across economic social and political spheres.
4. SHARE CAPITAL
During the year under review your Company allotted 160700 Equity Shares to theemployees under the Genesys ESOP Scheme 2010.
Consequently the issued subscribed and paid-up Equity Share Capital of the Company ason March 31 2017 stood at Rs. 153041060 comprising of 30608212 Equity Shares of Rs.5/- each.
5. ASSOCIATES & JOINT VENTURES
Your Company has only one Associate viz. A.N. Virtual World Ltd Cyprus and a step-downwholly owned subsidiary viz. Virtual World Spatial Technologies Private Limited. Detailspertaining to the above-mentioned associate and its wholly owned subsidiary company havebeen provided in form MGT-9 and also forms part of the Consolidated Financial Statementsof the Company.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Sohel Malik Executive Director of the Companyis liable to retire by rotation at the ensuing Annual General Meeting.
Mr. Kushal V. Jain was appointed as the Company Secretary & Compliance Officer ofthe Company with effect from September 14 2016. He is an Associate Member of theInstitute of Company Secretaries of India.
Mrs. Saroja Malik designated as Whole-Time Director' of the Company wasre-appointed for a period of 5 years with effect from August 17 2017 by the Board ofDirectors as recommended by the Nomination & Remuneration Committee in its Meetingheld on May 30 2017.
The term of office of Mr. Sajid Malik and Mr. Sohel Malik also expires on August 312017 and are therefore re-appointed as Chairman and Managing Director' and asExecutive Director' respectively with effect from September 01 2017 for a periodof 5 years by the Board of Directors in its Meeting held on May 30 2017 as recommended bythe Nomination & Remuneration Committee.
The Company has received declarations from all of the Independent Directors viz. Mr.Ganapathy Vishwanathan Mr. Hemant Majethia and Mr. Ganesh Acharya of the Companyconfirming they meet the criteria of Independence as prescribed under section 149 (6) ofthe Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015. None of theDirectors disqualifies for appointment/reappointment under Section 164 of the CompaniesAct 2013. Further the resolutions explanatory statements and particulars of theDirectors retiring by rotation or are proposed for reappointment has been given in theNotice of the ensuing Annual General Meeting for approval of Members thereat.
7. MEETINGS OF THE BOARD
The Board of Directors met 6 (six) times during the year 2016-17. The details ofvarious Board Meetings are provided in the Corporate Governance Report.
The Composition of the Board its Committees and Meetings conducted thereof is as perthe provisions of the Companies Act 2013 and in compliance of the Secretarial Standardsissued by the Institute of the Company Secretaries of India. The explanation of thevarious Committees of the Board its terms of reference and its meetings conducted isgiven in detailed in the Corporate Governance Report.
8. CORPORATE GOVERNANCE
The Company has adhered to the Corporate Governance requirements and disclosures as perRegulation 34 read with Schedule V of SEBI (LODR) Regulations 2015.
In this regard a detailed report on the Corporate Governance practices followed by theCompany alongwith a certificate from Mr. Raju Ananthanarayanan Practicing CompanySecretary of the Company forms part of this Annual Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of financial conditions and results ofoperations of the Company for the year under review as required under Regulation 34(2) (e)of SEBI (LODR) Regulations 2015 is given as a separate statement forming part of thisAnnual Report.
10. EMPLOYEE STOCK OPTION SCHEME
GENESYS ESOP SCHEME-2010' ("the scheme") was introduced in accordanceof the SEBI Guidelines for the employees of the Company. The Scheme is administered by theCompensation Committee of the Board of Directors. During the year 2015-16 the Companygranted 1000000 Options to the eligible employees under Genesys ESOP Scheme 2010 and nofurther options were granted during the F.Y. 2016-17. The details of which is as disclosedbelow.
Disclosures in compliance with SEBI Guidelines as amended from time to time and Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014 are set below:
|Sr. No. ||Particulars ||F.Y. 2015-16 ||F.Y. 2016-17 |
| ||Scheme ||Genesys ESOP Scheme 2010 ||Genesys ESOP Scheme 2010 |
|1. ||Options Granted ||1000000 ||Nil |
|2. ||Options Vested ||50000 ||276700 |
|3. ||Options Exercised ||NIL ||160700 |
|4. ||The total no. of shares arising as a result of options ||NIL ||160700 |
|5. ||Options Lapsed ||86000 ||31000 |
|6. ||Pricing Formula ||Exercise Price of Rs. 26.00 per equity share ||Exercise Price of Rs. 26.00 per equity share |
|7. ||Variation of terms of Options/Exercise Price ||- ||- |
|8. ||Money realize by exercise of Options ||NIL ||4178200 |
|9. ||Total No. of Options in force ||914000 ||722300 |
There were no options granted to employees for the year ended March 31 2017 as statedbelow:
|Category ||Number of Options granted and in force |
|Key Managerial Personnel ||Nil |
|Other than Key Managerial Personnel ||Nil |
|Employee receiving grant of options in any one year of option amounting to 5% or more of options granted during the year ||NA |
|Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital of the company at the time of grant ||NA |
Diluted Earnings per Share (EPS) pursuant to issue of shares on exercise of optioncalculated in accordance with Accounting Standard (AS) 20: Kindly refer note no. 33forming part of notes to accounts.
Where the company has calculated the employee compensation cost using the intrinsicvalue of the stock options the difference between the employee compensation cost socomputed and the employee compensation cost that shall have been recognized if it had usedthe fair value of the options: Kindly refer note no. 27 forming part of notes toaccounts.
As per the provisions of Section 139 of the Companies Act 2013 G.K. Choksi & Co.Chartered Accountants Mumbai (ICAI Registration No. 125442W) are the Statutory Auditorsof the Company they hold office upto the conclusion of the Thirty Seventh Annual GeneralMeeting of the Company to be held in the year 2019-20 subject to ratification of theirappointment by members at every Annual General Meeting as per the provisions of theCompanies Act 2013.
They have confirmed that they hold a valid peer review certificate as prescribed underRegulation 33 of SEBI (LODR) Regulations 2015.
The Board recommends their continuance for the year 2017-18.
12. AUDIT REPORT
The Audit Report for the year 2016-17 does not contain any qualifications reservationsor adverse marks. The auditor's report is enclosed to the financial statements. There areno frauds reported by the auditors of the Company under sub section 12 of section 143 ofthe Companies Act 2013 during the financial year under review.
13. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY
The Company has formal internal control systems and processes commensurate the size andoperations of the Business. The systems are periodically reviewed by the Internal Auditorsand are subject to assessment and trial to provide reasonable assurance as to reliableinformation & compliance. The Internal Audit Report submitted by the InternalAuditors H. C. Vora & Associates for the year under review is apprised by the AuditCommittee and noted by the Board.
14. SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Roy Jacob & Co. Practicing Company Secretaries as the Secretarial Auditorsto conduct Secretarial Audit of the Company for the Financial Year ended March 31 2017.The Secretarial Audit Report for the Financial Year 2016-17 in Form MR-3' is annexedto this Report as Annexure A'.
15. RELATED PARTY TRANSACTIONS
The related party transactions entered into during the year under review were on arm'slength basis and in ordinary course of business and in compliance to the Policy on RelatedParty Transactions of the Company.
The provisions of Section 188 of the Companies Act 2013 and/or Regulation 23 of theSEBI (LODR) Regulations 2015 were duly complied. The Related Party Transactions areplaced before the Audit Committee and the Board for their approval on quarterly basis.
The details of the related party transactions as required is made in the notes toFinancial Statements of the Company and in Form AOC-2' of the Rule 8 of theCompanies (Accounts) Rules 2014 which is annexed to this report.
16. RISK MANAGEMENT
The Company has a Risk Management Plan in place to assess and minimize risks arisingout of the Company's operations and interactions. The Company's approach to mitigatebusiness risks is through periodic review and reporting mechanism to the Audit Committeeand the Board and thereby maximizing returns and minimizing risks.
17. WHISTLEBLOWER POLICY AND VIGIL MECHANISM
The Company has Whistleblower Policy and Vigil Mechanism to deal with instances offraud and mismanagement if any. The Whistleblower Policy and Vigil Mechanism is uploadedon the website of the Company. (www.igenesys.com)
18. SEXUAL HARASSMENT
Your Company is committed to providing work environment that ensures every employee istreated with dignity & respect. We believe in a conducive work environment &equitable treatment outside of gender bias. Your Company has also adopted policy forprevention of sexual harassment at workplace and adheres to it in spirit. There were nocases reported pursuant to Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 in the year 2016-17.
19. CORPORATE SOCIAL RESPONSIBILITY
Your Company constituted a Committee comprising of Mr. Sajid Malik as Chairman Mrs.Saroja Malik and Mr. Ganapathy Vishwanathan respectively as members. The Committee isentrusted with the responsibility to formulate the CSR Policy in order to undertakeactivities of giving back to the Community by the Company. The Company lauds theinitiatives of the Government and intends to works toward the noble cause. Contrarily tothe efforts taken by the Government in this direction the Company through its CSRCommittee couldn't identify appropriate avenues in the society to spend the amount.Consequently the Board has not spent any amount on CSR during the year under review asper the CSR Policy.
Your Company has not accepted or invited any deposits from the public or its employeesin terms of section 73 and/or Section 74 of the Companies Act 2013 during the year underreview.
21. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS
Particulars of loans given investments made and guarantees given during the year asrequired under the provisions of Section 186 of the Companies Act 2013 are provided inthe notes to the Financial Statements.
22. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is been annexed to this report as AnnexureB'.
There were no employees during the year under review drawing remuneration in excess ofthe limits prescribed and the statement of employees required under Rule 5(2) read withRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 does not form part of this report. Any member who is interested to obtain thesedetails of employees may write to the Company Secretary of the Company.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed to this Report as AnnexureC'.
24. EXTRACT OF ANNUAL RETURN
In terms of the provisions of Section 92 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 an extract of Annual Return in Form MGT-9' as onMarch 31 2017 is annexed to this Report as Annexure D'.
25. MATERIAL CHANGES AND COMMITMENTS OCCURING BETWEEN MARCH 31 2017 AND THE DATE OFTHE REPORT
Except as disclosed elsewhere in this report there are no material changes andcommitments affecting the financial position of the Company as at the end of financialyear to which it relates. Further it is hereby confirmed that there has been no change inthe business of the Company.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
27. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO THE INVESTORS EDUCATION ANDPROTECTION FUND
The provisions of Sections 124 and 125 of the Companies Act 2013 & the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (IEPF Rules) were notified last year. Pursuant to the above Companies were requiredto transfer shares all shares on which dividend has not been paid or claimed for 7 (seven)consecutive years or more to IEPF (Investor Education and Protection Fund) SuspenseAccount (to be opened in the name of the Company) within 30 (thirty) days of such sharesbecoming due to be transferred to IEPF.
Your Company has sent the notices to the respective shareholders who have not claimedtheir dividend for the last 7 (seven) consecutive years in order to initiate the procedurefor transfer of shares in respect of the above rules on June 24 2017. The said statementand notice to the Shareholders is also available at the website of the Company viz. www.igenesys.com. The said shares shall be liable to transfer to IEPF Suspense Account'at the end of three (03) months from the date of the notice i.e. September 23 2017 as perthe directions of the Ministry of Corporate Affairs in this regard. Any member wanting toclaim the same may write to the Company Secretary of the Company.
The details pursuant to the Dividend transferred to IEPF (Investor Education andProtection Fund) during the year under review is disclosed the Corporate Governance Reportof this Report. Both the unclaimed dividend and the shares once transferred to the IEPFcan be claimed back by the concerned shareholders from the IEPF Authority after complyingwith the procedure prescribed under the said IEPF Rules'.
28. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134(3)(c) of the Companies Act 2013: a. In the preparation of annual accountsthe applicable accounting standards have been followed and that there are no materialdepartures; b. They have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profitsof the Company for that period; c. They have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. They have prepared the annual accounts on agoing concern basis; e. They have laid down proper internal financial controls to befollowed by the Company and that the financial controls are adequate and operatingeffectively; and f. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that these systems are adequate and operatingeffectively.
Your Directors acknowledges the efforts of its employees at all levels for theircontinued hardwork dedication and commitment towards the growth of the Company.
The Directors also places on record continued support of its investors clientsvendors bankers and financial institutions during the year under review and look forwardfor the same in the years to come.
The Company also expresses its sincere gratitude to the Stock Exchanges RegulatoryAuthorities SEEPZ (SEZ) Authorities and all the government agencies for the continuedsupport extended during the year 2016-17.
| ||For and on behalf of the Board of Directors |
| ||SAJID MALIK |
| ||CHAIRMAN & MANAGING DIRECTOR |
|Place : ||Mumbai |
|Dated : ||May 30 2017 |