DIRECTORS' REPORT To The Members of Genesys International Corporation Limited Dear Members, Your Directors feel immensely pleased to present the 33rd Annual Report on the business and operations of the Company, together with the audited Financial Statements for the financial year ended March 31, 2015. DIVIDEND Your Directors are pleased to recommend, for approval, dividend for the financial year 2014-15 at the rate of Re. 0.125 per equity share of Rs. 5/- each amounting to Rs. 45.81 Lakhs 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 to gather the momentum that is needed. Our company 's services play an integral role in several areas of infrastructure . Importantly we have the ability to offer valuable data and content - basis - our Virtual world - wonobo for the upcoming smartcity program. Your company has invested substantial resources in technology and content - making it a pioneer in this space in India. Our internet product - Wonobo - attracts a huge consumer interest on a purely viral level. In the coming years - we expect to work on technologies related to a ' live map ' environment. We believe growth in infrastructure investment, smartcity programs with growth of smart Internet 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 a separate Statement as 'Management Discussion and Analysis Report' forming part of this Annual Report. CORPORATE GOVERNANCE A detailed Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with a certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith and forms part of the Annual Report. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 15,22,37,560/- divided into 3,04,47,512 equity shares of Rs. 5/- each as compared to Rs. 14,92,37,560/- divided into 2,98,47,512 equity shares of Rs. 5/- each during the previous year end. The difference in the paid up Equity Share Capital is due to allotment of 6,00,000 Equity Shares of Rs. 5/- each to the Warrant holder on February 13, 2015 pursuant to exercise of their option. DIRECTORS Mr. Sohel Malik, Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed. The brief profile of Mr. Sohel Malik is included in the Report on Corporate Governance forming part of the Annual Report. Your Directors recommend his re-appointment at the forthcoming Annual General Meeting. Mr. Anil Kumar Lakhina, Independent Director of the Company, could not attend any Board Meetings 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 become vacant in case he absents himself from all the meetings of the Board of Directors held during 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 30, 2015. The Board wishes to place on record its appreciation of valuable services rendered by Mr. Lakhina during his tenure as the Director of the Company. Aforementioned, vacation of office of Director doesn't result into any non-compliance with the provisions of the Companies Act, 2013 and Listing Agreement. During the year no other Director or Key Managerial Personnel was appointed in or resigned from the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. SUBSIDIARY During the year under review, no company has become or ceased to be Associate, Subsidiary or Joint Venture of your Company. Details pertaining to ongoing subsidiary, M/s A.N. Virtual World Tech Limited, Cyprus have been provided in Form No. MGT-9. AUDITORS The Statutory Auditors of the Company, M/s. G. K. Choksi & Co., Chartered Accountant [ICAI Registration No. 125442W], had been appointed at the Thirty Second Annual General Meeting for a term of five consecutive years i.e. upto the conclusion of Thirty Seventh Annual General Meeting, subject to the ratification by members at every Annual General Meeting under the provisions of the Companies Act, 2013. They have confirmed that they hold a valid peer review certificate as prescribed under relevant clause(s) of the Listing Agreement. The Board of Directors recommends their continuation on the basis of satisfactory performance by them during the year under review. AUDITORS' REPORT The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification. SECRETARIAL AUDITORS The Board had appointed M/s Roy Jacob & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY The Company has in place an Internal Control System commensurate with the size, scale and complexity of its operations. The Internal Control System provides reasonable assurance with regard to recording and providing reliable information, compliance with applicable laws, rules and regulations. The Audit Committee reviews Audit Reports submitted by the Internal Auditors M/s Chaitanya Shah & Company, Chartered Accountants on a regular basis. RISK MANAGEMENT Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan. The Company has a Business Risk management framework to identify and evaluate business risks and opportunities. This framework minimizes adverse impact of on business objectives and enhances your Company's competitive advantage. In accordance with the provision of Clause 49 of the Listing Agreement, your Company has also constituted a Risk Management Committee. WHISTLEBLOWER POLICY AND VIGIL MECHANISM The Company has Whistleblower Policy and Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Whistleblower Policy and Vigil Mechanism is uploaded on the website of the Company. SEXUAL HARRASMENT During the year under review, there were no cases filed pursuant to the Sexual Harassment 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 49 of the Listing Agreement are placed before the Audit Committee as also before the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The disclosure on Related Party Transactions is made in the Financial Statement of the Company. The prescribed form AOC-2 of the Companies (Accounts) Rules, 2014 is enclosed as a separate Annexure. CORPORATE SOCIAL RESPONSIBILITY Your Company has constituted the Corporate Social Responsibility (CSR Committee) comprising of the following Directors: Your Company considers the CSR initiative, introduced by the Companies Act, 2013 as the beginning of a new era of the present time. The Company intends to avail this opportunity to work for genuine social causes towards upliftment of the society. The CSR Committee is in 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 identify the areas to contribute the CSR spending. In the backdrop of the above, the Committee and the Board could not spend any amount on CSR during the year under consideration as per CSR Policy. FIXED DEPOSITS The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, and, as such, no amount of principal or interest was outstanding, as on the date of closure of the balance sheet. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The details of loans, guarantees and investments are given in the notes to the financial statements. EMPLOYEE STOCK OPTION SCHEME 'GENESYS ESOP SCHEME - 2010' has been introduced as Employee Stock Option Scheme for the Employees and Directors of the Company. However, your Company has not sanctioned any Options till date under the Scheme. PARTICULARS OF EMPLOYEES During the year under review, no employee of the Company was drawing remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been attached herewith as Annexure C. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 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 Corporate Governance 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 annexed herewith as Annexure A. MATERIAL CHANGES AND COMMITMENTS OCCURING BETWEEN MARCH 31, 2015 AND THE DATE OF THE REPORT As per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Company had issued and allotted on Preferential Allotment basis 40,00,000 Warrants of Rs. 100/- each to non-promoters, which would entitle the Warrant holders to apply for equal number of Equity shares of Rs. 5/- each within a period of 18 months from the date of allotment of warrants. The Company had received 50% Warrant Subscription Amount against the said warrants. Since the Warrant holders holding 34,00,000 warrants did not exercise the option to apply for allotment of Equity shares, the option to apply for equity shares lapsed. Accordingly, the Company forfeited warrant subscription money of Rs. 17,00,00,000/-. Other than above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 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 would impact 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 and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013: a) In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures; b) They have selected such accounting policies and 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, 2015 and of the profits of the Company for that period; c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the annual accounts on a going concern basis; e) They have laid down proper internal financial controls to be followed by the Company and that the financial controls are adequate and operating effectively; f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these systems are adequate and operating effectively. ACKNOWLEDGEMENT Your Directors place on record their sincere appreciation for the wholehearted and continued support extended by all the investors, customers, suppliers, banks, Stock Exchanges, financial institutions, SEEPZ (SEZ) and other Government Authorities during the year under report. Your Directors also take this opportunity to express their deep sense of gratitude to the commitment, dedication and hard work of all employees who have been a major driving force behind the Company. For and on behalf of the Board of Directors SAJID MALIK CHAIRMAN & MANAGING DIRECTOR Place : Mumbai Dated : May 30, 2015 |