The Members of
Genesys International Corporation Limited
Your Directors feel immensely pleased to present the 33rd Annual Report on the businessand operations of the Company together with the audited Financial Statements for thefinancial year ended March 31 2015.
RESULT OF OPERATIONS
The summarised financial highlights of the Company for the year ended March 31 2015are as follows:
|Particulars ||March 31 2015 ||March 31 2014 |
|Total Revenue ||6282.42 ||7797.79 |
|Operating Profit before Depreciation Finance costs & ||1528.07 ||2005.59 |
|Taxes || || |
|Less: Provision for depreciation and amortization ||827.37 ||960.98 |
|Less: Finance Costs ||186.52 ||185.07 |
|Profit before Tax ||514.18 ||859.54 |
|Less: Current Tax ||102.30 ||173.00 |
|Less: Deferred Tax ||(45.69) ||(0.50) |
|Less: Tax adj. for earlier years ||(0.02) ||3.46 |
|Net Profit After Tax ||457.59 ||683.58 |
|Balance brought forward from previous year ||14022.69 ||13432.76 |
|Profit available for appropriation ||14435.02 ||14116.34 |
|Proposed Dividend ||38.06 ||37.31 |
|Dividend Distribution Tax ||7.75 ||6.34 |
|Amount transferred to General Reserve ||45.85 ||50.00 |
|Balance carried to Balance Sheet ||14343.36 ||14022.69 |
|Reserves and Surplus ||17597.96 ||16661.44 |
Your Directors are pleased to recommend for approval dividend for the financial year2014-15 at the rate of Re. 0.125 per equity share of Rs. 5/- each amounting to Rs. 45.81Lakhs including Dividend Distribution Tax. (Previous year Rs. 43.65 Lakhs)
BUSINESS REVIEW AND FUTURE OUTLOOK
Revenues were subdued this year as infrastructure growth in the country has yet togather the momentum that is needed. Our company 's services play an integral role inseveral areas of infrastructure . Importantly we have the ability to offer valuable dataand content - basis - our Virtual world - wonobo for the upcoming smartcity program. Yourcompany has invested substantial resources in technology and content - making it a pioneerin this space in India. Our internet product - Wonobo - attracts a huge consumer intereston a purely viral level. In the coming years - we expect to work on technologies relatedto a ' live map ' environment.
We believe growth in infrastructure investment smartcity programs with growth of smartInternet enabled devices will ultimately augur well for the future of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations and performance of the Company is covered under aseparate Statement as Management Discussion and Analysis Report forming partof this Annual Report.
A detailed Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement along with a certificate from Mr. Raju Ananthanarayanan Practicing CompanySecretary confirming compliance of conditions of Corporate Governance is annexed herewithand forms part of the Annual Report.
The paid up Equity Share Capital as on March 31 2015 was Rs. 152237560/- dividedinto 30447512 equity shares of Rs. 5/- each as compared to Rs. 149237560/- dividedinto 29847512 equity shares of Rs. 5/- each during the previous year end. Thedifference in the paid up Equity Share Capital is due to allotment of 600000 EquityShares of Rs. 5/- each to the Warrant holder on February 13 2015 pursuant to exercise oftheir option.
Mr. Sohel Malik Executive Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself to be re-appointed. Thebrief profile of Mr. Sohel Malik is included in the Report on Corporate Governance formingpart of the Annual Report. Your Directors recommend his re-appointment at the forthcomingAnnual General Meeting.
Mr. Anil Kumar Lakhina Independent Director of the Company could not attend any BoardMeetings during the period of last twelve months due to his other commitments elsewhere.As per Section 167(1)(b) of the Companies Act 2013 the office of a Director shall becomevacant in case he absents himself from all the meetings of the Board of Directors heldduring a period of twelve months with or without seeking leave of absence of the Board.Consequently Mr. Anil Kumar Lakhina ceased to be a Director of the Company w.e.f. May 302015. The Board wishes to place on record its appreciation of valuable services renderedby Mr. Lakhina during his tenure as the Director of the Company. Aforementioned vacationof office of Director doesnt result into any non-compliance with the provisions ofthe Companies Act 2013 and Listing Agreement.
During the year no other Director or Key Managerial Personnel was appointed in orresigned from the Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchange.
During the year under review no company has become or ceased to be AssociateSubsidiary or Joint Venture of your Company. Details pertaining to ongoing subsidiary M/sA.N.
Virtual World Tech Limited Cyprus have been provided in Form No. MGT-9.
The Statutory Auditors of the Company M/s. G. K. Choksi & Co. CharteredAccountant [ICAI Registration No. 125442W] had been appointed at the Thirty Second AnnualGeneral Meeting for a term of five consecutive years i.e. upto the conclusion of ThirtySeventh Annual General Meeting subject to the ratification by members at every AnnualGeneral Meeting under the provisions of the Companies Act 2013.
They have confirmed that they hold a valid peer review certificate as prescribed underrelevant clause(s) of the Listing Agreement.
The Board of Directors recommends their continuation on the basis of satisfactoryperformance by them during the year under review.
The Auditors Report to the members on the Accounts of the Company for thefinancial year ended March 31 2015 does not contain any qualification.
The Board had appointed M/s Roy Jacob & Co. Practicing Company Secretaries toconduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report forthe financial year ended March 31 2015 is annexed as Annexure B to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Company has in place an Internal Control System commensurate with the size scaleand complexity of its operations. The Internal Control System provides reasonableassurance with regard to recording and providing reliable information compliance withapplicable laws rules and regulations.
The Audit Committee reviews Audit Reports submitted by the Internal Auditors M/sChaitanya Shah & Company Chartered Accountants on a regular basis.
Pursuant to the requirement of Section 134 of the Companies Act 2013 the Company hasalready in place a Risk Management Plan.
The Company has a Business Risk management framework to identify and evaluate businessrisks and opportunities. This framework minimizes adverse impact of on business objectivesand enhances your Companys competitive advantage. In accordance with the provisionof Clause 49 of the Listing Agreement your Company has also constituted a Risk ManagementCommittee.
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.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
RELATED PARTY TRANSACTIONS
All related party transactions attracting compliance under Section 188 and/or Clause 49of the Listing Agreement are placed before the Audit Committee as also before the Boardfor approval.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website.
The disclosure on Related Party Transactions is made in the Financial Statement of theCompany. The prescribed form AOC-2 of the Companies (Accounts) Rules 2014 is enclosed asa separate Annexure.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has constituted the Corporate Social Responsibility (CSR Committee)comprising of the following Directors:
|Sr. No. ||Name of the Director ||Designation |
|1. ||Mr. Sajid Malik ||Chairman |
|2. ||Mrs. Saroja Malik ||Member |
|3. ||Mr. Ganapathy Vishwanathan ||Member |
The said Committee had been entrusted with the responsibility of formulating andrecommending to the Board a CSR Policy for indicating the activities to be undertaken bythe Company in terms of Section 135 of the Companies Act 2013 and all other applicableprovisions of the Act.
Your Company considers the CSR initiative introduced by the Companies Act 2013 as thebeginning of a new era of the present time. The Company intends to avail this opportunityto work for genuine social causes towards upliftment of the society. The CSR Committee isin the process of identifying appropriate avenues in the society to spend the said amount.The Company is taking all reasonable efforts in this direction but could not yet identifythe areas to contribute the CSR spending. In the backdrop of the above the Committee andthe Board could not spend any amount on CSR during the year under consideration as per CSRPolicy.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and as suchno amount of principal or interest was outstanding as on the date of closure of thebalance sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of loans guarantees and investments are given in the notes to thefinancial statements.
EMPLOYEE STOCK OPTION SCHEME
GENESYS ESOP SCHEME - 2010 has been introduced as Employee Stock OptionScheme for the Employees and Directors of the Company. However your Company has notsanctioned any Options till date under the Scheme.
PARTICULARS OF EMPLOYEES
During the year under review no employee of the Company was drawing remunerationexceeding the limits prescribed under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
The information required under Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been attached herewith as AnnexureC.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure D
NUMBER OF MEETINGS OF THE BOARD
The number of meetings held during the year is mentioned in detail in the CorporateGovernance Report that forms a part of this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 is annexedherewith as Annexure A.
MATERIAL CHANGES AND COMMITMENTS OCCURING BETWEEN MARCH 31 2015 AND THE DATE OF THEREPORT
As per the Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 the
Company had issued and allotted on Preferential Allotment basis 4000000 Warrants ofRs. 100/- each to non-promoters which would entitle the Warrant holders to apply forequal number of Equity shares of Rs. 5/- each within a period of 18 months from the dateof allotment of warrants. The Company had received 50% Warrant Subscription Amount againstthe said warrants. Since the Warrant holders holding 3400000 warrants did not exercisethe option to apply for allotment of Equity shares the option to apply for equity shareslapsed. Accordingly the Company forfeited warrant subscription money of Rs.170000000/-. Other than above there are no material changes and commitments affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
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.
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 judgements 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 2015 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; f) They have devised proper systems to ensure compliance with the provisionsof all applicable laws and that these systems are adequate and operating effectively.
Your Directors place on record their sincere appreciation for the wholehearted andcontinued support extended by all the investors customers suppliers banks StockExchanges financial institutions SEEPZ (SEZ) and other Government Authorities during theyear under report.
Your Directors also take this opportunity to express their deep sense of gratitude tothe commitment dedication and hard work of all employees who have been a major drivingforce behind the Company.
| ||For and on behalf of the Board of Directors |
| ||SAJID MALIK |
| ||CHAIRMAN & MANAGING DIRECTOR |
|Place : ||Mumbai |
|Dated : ||May 30 2015 |