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Genesys International Corporation Ltd.

BSE: 506109 Sector: IT
NSE: GENESYS ISIN Code: INE727B01026
BSE 00:00 | 30 Sep 530.85 -4.95
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NSE 00:00 | 30 Sep 525.05 -2.55
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OPEN 516.30
PREVIOUS CLOSE 535.80
VOLUME 628
52-Week high 669.85
52-Week low 206.45
P/E 70.50
Mkt Cap.(Rs cr) 1,957
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 516.30
CLOSE 535.80
VOLUME 628
52-Week high 669.85
52-Week low 206.45
P/E 70.50
Mkt Cap.(Rs cr) 1,957
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Genesys International Corporation Ltd. (GENESYS) - Director Report

Company director report

To

The Members of

Genesys International Corporation Limited

Your Directors present the 39th Annual Report of Genesys InternationalCorporation Limited (the Company) along with the audited financial statements for thefinancial year ended March 312021.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Standalone Consolidated
Particulars Financial year ended
31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-20
Revenue from Operations 7955.88 11178.09 7955.88 11178.09
Other Income 270.23 504.77 170.64 402.03
Total Income (A) 8226.11 11682.86 8126.52 11580.12
Total Expenses (B) 9439.45 11283.39 10449.87 12242.70
Exceptional Items (Bi) 2785.00 - 3121.00 -
Profit Before Tax (C=A-B-Bi) (3998.34) 399.47 (5444.35) (662.58)
Tax Expenses (D) (264.90) (153.86) (265.53) (154.03)
Net Profit After Tax (E= C-D) (3733.44) 553.33 (5178.82) (508.55)
Add: Share of Profit/(Loss) of Associates (F) - - - -
Net Profit for the year (G=E+F) (3733.44) 553.33 (5178.82) (508.55)
Other Comprehensive Income / Expenses for the year (Net of taxes) (H) 33.03 (33.44) 1066.56 (33.44)
Total Comprehensive Income for the year carried to other Equity(I= G+H) (3700.41) 519.89 (4112.26) (541.99)
Total Comprehensive Income for the year attributable to-
-Non Controlling Interest - - (465.70) (697.67)
-Equity Shareholders of the company (3700.41) 519.89 (3646.56) 155.68

2. DIVIDEND

Your Directors have not recommended any dividend for the financial year under review.

3. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve out ofprofits of the Company for the financial year 2020-21. An amount of ' 208.44 Lakhstransferred back to retained earnings from Special Economic Zone (SEZ) ReinvestmentReserve account due to excess reserve created during the financial year 2019-20.

4. COMPANY OPERATIONS AND FUTURE OUTLOOK

Your company is addressing the entire spectrum of geospatial horizontal market needs insurvey mapping and geospatial application development. The prime vertical focus is inUrban and Utility sectors. Covid-19 pandemic resulted into lock down in several citieswherein Genesys offices and production operations are carried out resulting into hinderedoperations initially. However the operations also continued from work-from-home mode bythe team members providing effective deliveries to the customers.

The company operates in the framework of three business types - Data Ownerships throughgeneration of rich geospatial content carrying out Geospatial Projects and acting asOutsourcing Partner of Global businesses.

Data Ownerships are through creation and updates of Pan India large scale 2D base mapscreation of City centric 3D Reality Models & Urban Digital Twins and acquisition of360 degree panoramic imagery of the streets using Mobile Mapping Systems for urban bodiesand interconnectors. Geospatial Project operations are being carried out for both domesticand International customers with special focus on Middle East and African geographies. TheGlobal business outsourcing partnerships are mostly from USA and Europe.

With the recent Government of India guidelines and Draft National Geospatial Policy foracquiring and producing Geospatial Data and Geospatial Data Services including Maps thereis now clarity on the regulatory framework and hence it promotes ease of doing business inIndia. Now the Private companies in India are allowed to create geospatial data with highaccuracy using Survey grade aerial and terrestrial sensors and equipments. This willenable faster acquisition and processing of high quality data which in turn will behelpful to solve many problems through development of appropriate applications. The endusers of the rich geospatial data contents are envisaged to be both from government andenterprises to run their respective operations.

Your company has robust plans to form strategic partnerships with Prime TechnologyCompanies Industry Associations and Government departments to co-create values for theend user organisations.

By virtue of data ownership of rich geospatial content of Indian Cities anddisseminating through the state-of-the- art-technology platforms to the City Governmentand the enterprises followed by periodic updates will bring sustainability to the businessoperations. Your company is committed to quality and adheres to all the standardsspecifications of Government and International Standards Organisations relevant to theoperations.

The COVID-19 pandemic has created huge negative global impact causing disruption ofeconomic activities at all levels. The impact is so huge that it requires concentratedefforts at global level for its solution. Challenges posed by the pandemic have creatednew work orders at multiple levels. In response our Company has also swiftly moved to'work from home' model since the inception of the pandemic. Field work which is anintegral part of our operations has been majorly impacted due to restrictions imposed bythe statement governments. It has also restricted movements of our employees for projectsspecially in overseas location. The management of the Company is fully aware of the mentaland emotional support needed by the employees during this time of difficulty and has beenfully responsive to such needs. The Directors of the Company put their appreciation onrecords for those who have risked their lives to protect the society and mourn the loss oflives due to COVID-19 pandemic.

On a Standalone basis your Company registered a total turnover of ' 7955.88 lakhs forthe year as compared to ' 11178.09 lakhs in the previous year. The loss after tax stoodat ' 3733.44 lakhs in the year 2020-21.

5. SHARE CAPITAL

During the year under review your Company has made allotment of 82000 equity sharesof ' 5/- each pursuant to exercise of options by the eligible employees under the GenesysESOP Scheme 2010. Consequently the issued subscribed and paid-up equity share capitalof the Company as on March 31 2021 stood at ' 156128560 comprising of 31225712equity shares of ' 5/- each.

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

6. SUBSIDIARY & ASSOCIATES

Your Company has one subsidiary viz. A.N. Virtual World Tech Ltd Cyprus and astep-down wholly owned subsidiary viz. Virtual World Spatial Technologies Private Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (Act) read withRule 5 of the Companies (Accounts) Rules 2014 a statement containing salient features ofthe financial statements of the Company's subsidiaries in the form AOC-1 is annexed as "Annexure- A" and forms an integral part of this Report. Pursuant to the provisions ofSection 136 of the Act the financial statements along with the relevant documents andseparate audited financial statements in respect of subsidiary is available on the websiteof the Company (www.iaenesvs.com).

The financial statements of the subsidiary company and related information areavailable for inspection by the members at the Registered Office during business hours onall days except Saturdays Sundays and public holidays upto the date of the Annual GeneralMeeting (AGM) as required under Section 136 of the Companies Act 2013.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Ganapathy Vishwanathan Director of theCompany retires by rotation and being eligible offers himself for re-appointment at theensuing Annual General Meeting.

Independent Directors

Pursuant to provisions of Section 149 of the Act and Regulation 25 of the ListingRegulations the Company has received declarations from each of the Independent Directorsconfirming that they meet with the criteria of independence as laid down in Section 149(6)of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the ListingRegulations. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.

None of the Directors disqualifies for appointment/re-appointment under Section 164 ofthe Companies Act 2013.

There has been no change other than above in the Directors and the Key ManagerialPersonnel during the financial year 2020-21.

REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

None of the Directors of the Company have drawn any remuneration / commission from theCompany's holding Company / subsidiary Companies.

8. MEETINGS OF THE BOARD

During the year under review six (6) meetings of Board were held. The details ofmeetings of Board and Committees have been provided under the Corporate Governance Reportwhich forms part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on the Corporate Governancealong with a certificate from Mr. Raju Ananthanarayanan Practicing Company Secretary isannexed to this Annual Report.

10. EMPLOYEE STOCK OPTION SCHEME

"GENESYS ESOP SCHEME-2010" "GENESYS ESOP SCHEME-2020" ("theScheme") were introduced in accordance of the SEBI Guidelines for the employees ofthe Company. The Scheme is administered by the Compensation Committee of the Board ofDirectors.

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:

Particulars Sr. No. Scheme 2020-21
Genesys ESOP Scheme 2020 Genesys ESOP Scheme 2010
1. Options Granted 1000000 NIL
2. Options Vested NIL NIL
3. Options Exercised NIL 82000
4. The total no. of shares arising as a result of options NIL 82000
5. Options Lapsed NIL 40700
6. Pricing Formula Exercise Price of ' 67.75 per equity share Exercise Price of ' 26.00 per equity share
7. Variation of terms of Options/Exercise Price None None
8. Money realize by exercise of Options NIL 2132000
9. Total No. of Options in force NIL* NIL*

* Under Genesys ESOP Scheme 2010 221800 options were lapsed in aggregate andavailable for re-grant.

Under Genesys ESOP Scheme details of options granted to employees during the year underreview are as follows:

Category Number of Options granted
Senior Managerial Personnel:
a. Mr. Ratan Das- Chief Financial Officer 22500
b. Mr. Vineet Chopra- Vice President - Legal and Company Secretary 12700
Employee receiving grant of options in any one year of option amounting to 5% or more of options granted during the year:
a. Mr. Jakes Jacob- President- Photogrammetory & GIS 200000
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: Refer note no. 38 forming partof 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: Refer note no. 32 forming part of notes to accounts.

11. AUDITORS

At the 37th AGM G.K. Choksi & Co. Chartered Accountants Mumbai (ICAIRegistration No. 125442W) was appointed as the Statutory Auditors of the Company for asecond term of five years up till the conclusion of the 42nd Annual General Meeting of theCompany to be held in the year 2024.

12. AUDIT REPORT

The statutory auditor's report and secretarial auditors report for the financial year2020-21 do not contain any qualifications reservations or adverse remarks. The auditors'report is attached to the financial statements and secretarial auditors' report as "AnnexureB". There are no frauds reported by the auditors of the Company under sub section12 of section 143 of the Companies Act 2013 during the financial year under review.

Provisions of Section 148 of the Companies Act 2013 regarding maintenance of costrecords and audit thereof is not applicable to your Company.

13. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

Your Company's internal control systems and processes commensurate with scale ofoperations of the Business.

Periodical reviews are carried out by the Internal Auditors and are subject toassessment and trial to provide reasonable assurance as to reliable information &compliance. The Internal Audit Report submitted by the Internal Auditors H. C. Vora &Associates for the year under review is apprised by the Audit Committee and noted by theBoard.

14. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 and as per the Listing regulations formulated the policy settingout the criteria for determining qualifications positive attributes independence of aDirector and policy relating to remuneration for Directors Key Managerial Personnel andother employees which is also is available on the Company's website at www.igenesvs.com.

15. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of the Boardand Committees was carried out by the Board and Nomination & Remuneration Committee inaccordance with the Board Performance Evaluation Policy of the Company through astructured evaluation process covering various aspects of the Boards functioning includingboard composition and structure effectiveness of board's processes composition of theCommittees its roles & responsibilities experience & competencies performanceof specific/general duties & obligations etc.

The performance evaluation of the Chairman was carried on the grounds of EffectivenessLeadership Knowledge Competency and on the basis of performance of the Company. TheIndependent Directors were evaluated on additional criteria of independence andapplicability of independent views and judgment in the decision-making process of allmatters considered important.

The performance evaluation of Non-Independent Directors was carried out by IndependentDirectors at a separately convened meeting.

16. RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm's length basisin the ordinary course of business and in compliance with the Policy on Related PartyTransactions of the Company. During the year the Company has not entered into anycontracts /arrangements / transactions with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

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 disclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC - 2 is not applicable to your Company.

The related party transaction Policy as approved by the Board is uploaded on theCompany's website at the following weblink: http://www.igenesys.

com/downloads/2015/Related%20Party%20 Transactions%20Policv.pdf.

The details of transactions / contracts/ arrangements entered by the Company withRelated parties during the financial year are set out in the Notes to the FinancialStatement.

17. RISK MANAGEMENT

Internal financial control system and timely review of external operational and otherrisks enables the Board of your company towards identification and mitigation of therisks. The Company's approach to mitigate business risks is through periodic review andreporting mechanism to the Audit Committee and the Board and thereby maximizing returnsand minimizing risks.

18. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has a Whistle blower Policy and has the necessary vigil mechanism to dealwith unethical behavior. This Policy is available on the Company's website onhttp://www.igenesys.com/ downloads/2015/Whistleblower%20Policy%20&%20Vigil%20Mechanism.pdf

19. SEXUAL HARASSMENT

Your Company has zero tolerance towards any act which may fall under the ambit of'sexual harassment'. As required under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has implemented a Policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints andformed an Internal Complaints Committee. During the year under review no complaints werereported.

20. CORPORATE SOCIAL RESPONSIBILITY

Your Company has a Committee on CSR comprising of Mr. Sajid Malik as Chairman Mr.Ganesh Acharya and Mr. Ganapathy Vishwanathan respectively as members. The Committee isentrusted with the responsibility to undertake activities of CSR in line with the CSRPolicy of the Company. Your Company has taken initiatives and incurred Rs. 40 lakhs on CSRactivities as set out in "Annexure- C" of this Report. The CSR Policy ofthe Company is available on the website of the Company at http://www.igenesys.com/downloads/2015/Corporate%20Social%20 Responsibilitv%20Policv. pdf

21. DEPOSITS

Your Company has not accepted or invited any deposits from the public or its employeesduring the year under review.

22. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS

Particulars of loans investments and guarantees as required under the provisions ofSection 186 of the Companies Act 2013 have been disclosed in the financial statements.

23. 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 annexed as "Annexure -D" to this Report.

In terms of Section 136 of the Act the details of remuneration of employees requiredunder Rule 5(2) read with Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are excluded in the report sent to members. Members whoare interested in obtaining the particulars may write to the Company Secretary atregistered office of the Company. The aforesaid information is available for inspection 21days before and up to the date of the ensuing AGM during the business hours on workingdays.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Your Company being in GIS Spatial Technology industry which is not energy intensiveyet we strive to conserve the energy in terms of optimum usage of its resources andequipment.

The information on technology absorption and foreign exchange earnings and outgo asrequired pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed to this Report as "Annexure - E".

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3)

(a) of the Act the Annual Return as on 31st March 2021 as prescribed inForm MGT-7 of the Companies (Management and Administration) Rules 2014 is available onits website at http://www.igenesys.com/ investor.html. By virtue of amendment to Section92(3) of the Companies Act 2013 the Company is not required to provide extract of AnnualReturn (Form MGT-9) as part of the Board's report.

26. MATERIAL CHANGES AND COMMITMENTS OCCURRING BETWEEN MARCH 31 2021 AND THE DATE OFTHE REPORT

During August 2021 your Company has allotted following securities on preferential basispursuant to approval of shareholders in their extra-ordinary general meeting held on 31stof July 2021 and inprinciple approval from BSE Limited and National Stock Exchange ofIndia Limited

a. Compulsorily Convertible Debentures

1500000 (fifteen lakhs) 11% Unsecured

Compulsorily Convertible Debentures (CCDs) to Florintree Innovation LLP on preferentialbasis under Non-Promoter Category (Public) at a face value of ' 122/- (Rupees onehundred twenty two) per CCD convertible into 1500000 (fifteen lakhs) equity shares atthe end of 12 (twelve) months from the date of allotment in accordance with SEBI (ICDR)Regulations 2018 for an aggregate consideration of '183000000/- (Rupees EighteenCrores Thirty Lakhs only).

b. Warrants:

1. 750000 (seven lakhs fifty thousand) convertible warrants to Ms. Elizabeth Mathewon preferential allotment basis under NonPromoter Category (Public) at a price of ' 122/-per warrant aggregating to 91500000/- (Rupees nine crores fifteen lakhs only). EachWarrant is convertible into one equity share of the face value of ' 5/- (Rupees five only)and at a security premium of ' 117/- on or before expiry of eighteen months from the dateof allotment.

2. Warrant subscription price paid by the Allottee at the time of allotment is ' 30.50per warrant being the 25% amount aggregating to ' 22875000/- and the balance amount of' 91.50 per warrant being the 75% amount aggregating to ' 68625000/- payable at thetime of exercising Warrants.

Except as disclosed above and elsewhere in this report there are no material changesand commitments 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.

27. 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.

28. 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) Companies are required to transfer shares on which dividend has notbeen paid or claimed for 7 (seven) consecutive years or more to IEPF (Investor Educationand Protection Fund) Demat Account (to be opened in the name of the Company) within 30(thirty) days of such shares becoming due to be transferred to IEPF.

Your Company had 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 January 22 2021. The saidstatement and notice is also available at the website of the Company viz.www.igenesvs.com. In the view of the same the Company transferred 21189 equity shares ofthe face value of ' 5/- each to demat account of the IEPF authority. Details ofsuch shareholders whose shares are transferred to IEPF are available at the website ofthe Company viz. www.igenesys.com. Any member wanting to claim the same may write to theCompany Secretary of the Company.

Pursuant to the provisions of Section 124(6) of the Companies Act 2013 and IEPF rulesduring the year 2020-21 unclaimed dividend for financial years 201213 and '20960/- in respect of which dividend had not been claimed were transferred to the IEPF.

Both the unclaimed dividend and the shares once transferred to the IEPF can be claimedback by the concerned shareholders from the IEPF Authority after complying with theprocedure prescribed under the said 'IEPF Rules'.

29. LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India (NSE) andBSE Limited (BSE).

30. 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 accounts the applicable accounting standards have beenfollowed and that there are no material departures;

b. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2021 and of the profits of theCompany for that period;

c. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 Companyand that the financial controls are adequate and operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these systems are adequate and operating effectively.

ACKNOWLEDGEMENT

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 2020-21.

For and on behalf of the Board of Directors

SAJID MALIK CHAIRMAN & MANAGING DIRECTOR (DIN: 00400366)
Place: Mumbai
Dated: September 01 2021

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