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Genesys International Corporation Ltd.

BSE: 506109 Sector: IT
NSE: GENESYS ISIN Code: INE727B01026
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OPEN 60.00
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VOLUME 6932
52-Week high 161.80
52-Week low 49.00
P/E 10.88
Mkt Cap.(Rs cr) 176
Buy Price 53.20
Buy Qty 50.00
Sell Price 56.55
Sell Qty 80.00
OPEN 60.00
CLOSE 57.50
VOLUME 6932
52-Week high 161.80
52-Week low 49.00
P/E 10.88
Mkt Cap.(Rs cr) 176
Buy Price 53.20
Buy Qty 50.00
Sell Price 56.55
Sell Qty 80.00

Genesys International Corporation Ltd. (GENESYS) - Director Report

Company director report

To

The Members of

Genesys International Corporation Limited

Your Directors present with immense pleasure the 37th Annual Report on thebusiness and operations of your Company along with the Audited Financial Statements forthe financial year ended March 31 2019.

1. RESULT OF OPERATIONS

The financial highlights of the Company for the financial year ended March 31 2019 issummarized below:

Particulars

Standalone

Consolidated

31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Revenue from Operations 11879.34 11888.74 11473.09 11376.74
Other Income 387.78 447.13 294.45 395.62
Total Income (A) 12267.12 12335.87 11767.54 11772.36
Total Expenses (B) 10741.99 8469.61 11730.49 9421.01
Profit Before Tax (C=A-B) 1525.13 3866.26 37.05 2351.35
Tax Expenses (D) 295.5 765.77 410.26 649.92
Net Profit After Tax (E= C-D) 1229.63 3100.49 (373.21) 1701.43
Add: Share of Profit/(Loss) of Associates (F) - - - (0.84)
Net Profit for the year (G=E+F) 1229.63 3100.49 (373.21) 1700.58
Other Comprehensive Income / Expenses for the year (Net of taxes) (H) 25.24 (14.78) 25.24 (15.27)
Total Comprehensive Income for the year carried to other Equity(I= G+H) 1254.87 3085.71 (347.97) 1685.31
Total Comprehensive Income for the year attributable to-
-Non Controlling Interest - - (910.19) (1049.24)
-Equity Shareholders of the company 1254.87 3085.71 562.22 2734.54

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 2.50% i.e. Re. 0.125/- per equityshare of Face Value of ' 5/- each aggregating to ' 38.89 Lakhs subject to approval ofshareholders for the financial year 2018-19. (Previous Year ' 38.69 Lakhs)

3. COMPANY OPERATIONS AND FUTURE OUTLOOK:

At a macro level Genesys' investments are broadly aligned with our priorities. Wesurely see an opportunity for increasing aspirations and investments in some markets andbusiness verticals.

This means consolidating our India market share with core offering - Survey &Mapping with sharp focus on Telecom (Fibre and 5G roll-outs) Infra and Urban which arelargely Government policy led. At the same time there are exciting new opportunitiesshaping up on the Enterprise business side with e-Commerce Digital LogisticsConstruction Real Estate/ Facility Management etc. Genesys' business of GeospatialServices is spread almost equally between public and private sector.

In the medium term your company is focused on building Emerging Businesses andestablishing Geo presence that will form a solid platform for tomorrow's growth. We seeseveral whitespaces for our differentiated offering in 3D Mapping and differentiated GISservices in the International markets. While we continue our focus on HD Maps and contentfor ADAS and Autonomous Driving ecosystem there are adjacencies in machine learning basedImage Processing/ Annotation and AI Algorithms for which we have developed in-housecapabilities.

On the productivity front the company continues to invest in development of toolingand algorithms which will help us decouple the revenue from headcount. Investments inImage recognition Artificial Intelligence Machine Learning has begun bearing fruit andalso opened up new business opportunities that require data processing and production inlarge volumes.

On a Standalone basis your Company registered a total turnover of ' 11879.34 lakhsfor the year as compared to ' 11888.74 lakhs in the previous year. The profits after taxstood at ' 1229.63 lakhs in the year 2018-19.

4. SHARE CAPITAL

During the year under review your Company allotted 162800 Equity Shares of ' 5/-each to the employees under the Genesys ESOP Scheme 2010.

Consequently the issued subscribed and paid-up Equity Share Capital of the Company ason March 31 2019 stood at ' 155561560 comprising of 31112312 Equity Shares of ' 5/-each.

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

5. 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 Limitedand an Associate viz. Riransa Genesys Geomatics 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 subsidiary and associate company in the Form AOC-1 isannexed as "Annexure - A" and forms an integral part of this Report.Pursuant to the provisions of Section 136 of the Act the financial statements along withthe relevant documents and separate audited financial statements in respect of subsidiaryis available on the website of the Company (www.igenesvs.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.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

Retirement by rotation

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 and being eligibleoffer himself for re-appointment.

Re-appointment of Independent Directors

Mr. Ganapathy Vishwanathan Mr. Hemant Majethia and Mr. Ganesh Acharya were appointedas Independent Directors at 32nd AGM for the term of five years which willexpire on upto September 28 2019. The Company has received declarations from Mr. HemantMajethia and Mr. Ganesh Acharya of the Company confirming that they meet the criteria ofIndependence as prescribed under section 149 (6) of the Companies Act 2013 and Regulation25 of SEBI (LODR) Regulations 2015 and therefore being proposed to be re-appointed asIndependent Directors not liable to retire by rotation for a second term of five yearsw.e.f. September 29 2019.

Appointment of Mr. Ganapathy Vishwanathan as Non Executive Non Independent Directorliable to retire by rotation.

Mr. Ganapathy Vishwanathan was appointed as an Independent Directors wef September 292014 at 32nd AGM for the term of five years which will expire on September 282019. He has contributed immensely to the functioning of the Board and management has alsobenefitted from his advice. Based on the recommendation of Nomination and RemunerationCommittee the Board of Directors at their meeting held on August 26 2019 appointed him asa NonExecutive Non-Independent liable to retire by rotation subject to approval of membersin this AGM. A Special Resolution containing terms of his appointment is included inNotice of ensuing AGM.

Details relating to the appointment / re-appointment are mentioned in the statementannexed to the Notice under section 102 of the Companies Act 2013.

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

7. MEETINGS OF THE BOARD

Seven (7) meetings of Board were held during the year under review. The details ofmeetings of Board and Committees have provided under the Corporate Governance Report whichforms part of the Annual Report.

8. CORPORATE GOVERNANCE

The Company has adhered to the requirements of Corporate Governance and Disclosures asper Regulation 34 read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate report on the Corporate Governance includingManagement Discussions and Analysis forms part of this Annual Report along with acertificate from Mr. Raju Ananthanarayanan Practicing Company Secretary.

9. EMPLOYEE STOCK OPTION SCHEME

''GENESYS ESOP SCHEME-2010' and GENESYS ESOP SCHEME-2017' ("the Scheme") wereintroduced in accordance of the SEBI Guidelines for the employees of the Company. TheScheme is administered by the Compensation Committee of the Board of Directors. During theyear 2018-19 the Company has not granted any Options under any scheme.

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 F.Y. 2018-19 F.Y. 2018-19
Scheme Genesys ESOP Scheme 2010 Genesys ESOP Scheme 2017
1. Options Granted Nil NIL
2. Options Vested 254800 NIL
3. Options Exercised 165200 NIL
4. The total no. of shares arising as a result of options 162800 NIL
5. Options Lapsed 5000 533333
6. Pricing Formula Exercise Price of ' 26.00 per equity share Exercise Price of ' 150.00 per equity share
7. Variation of terms of Options/Exercise Price None None
8. Money realize by exercise of Options 9513400 NIL
9. Total No. of Options in force 335200 466667

There were no options granted to employees for the year ended March 31 2019 as statedbelow :

Category Number of Options granted
Senior 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. 37 forming 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. 32 forming part of notes to accounts.

10. AUDITORS

a. M/s. G.K. Choksi & Co. Chartered Accountants Mumbai (ICAI Registration No.125442W) were appointed as the Statutory Auditors of the Company at the 32ndAGM for a period of five years upto the conclusion of the 37th AGM of theCompany.

The Board of the Directors of the Company at its meeting held on May 22 2019 pursuantto the recommendation of Audit Committee approved the re-appointment of M/s. G.K. Choksi& Co. Chartered Accountants Mumbai

(ICAI Registration No. 125442W) as Auditors for a period of five years commencing fromthe conclusion of this Annual General Meeting till the conclusion of the 42ndAnnual General Meeting of the Company to be held in the year 2024.

M/s. G.K. Choksi & Co. Chartered Accountants Mumbai (ICAI Registration No.125442W) have consented to the said appointment and confirmed that their re-appointmentif made would be within the limits specified under section 141(3)(g) of the Act. Theyhave further confirmed that they are not disqualified to be appointed as StatutoryAuditors in terms of the provisions of the proviso to Section 139(1) Section 141 (2) andSection 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules2014.

11. AUDIT REPORT

The Audit Report for the financial year 2018-19 does not contain any qualificationsreservations or adverse marks. The auditor's report is enclosed to the financialstatements. 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.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Roy Jacob & Co. Practising Company Secretaries (CP No. 8220) to conductthe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith as "Annexure-B" The secretarial audit report does not containany qualification adverse observations/remarks.

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

12. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

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

Period reviews are carried out by the Internal Auditors and are subject to assessmentand trial to provide reasonable assurance as to reliable information & compliance. TheInternal Audit Report submitted by the Internal Auditors M/s. H. C. Vora & Associatesfor the year under review is apprised by the Audit Committee and noted by the Board.

13. NOMINATION AND REMUNERATION POLICY

During the year under review the Company has revised the Nomination and RemunerationPolicy in accordance with the amendments to Section 178 of the Act and ListingRegulations. The salient features of the Policy and changes therein are set out in theCorporate Governance Report which forms part of this Annual Report. The said Policy interalia provides that the Nomination and Remuneration Committee shall formulate thecriteria for appointment of Directors on the Board of the Company and persons holdingSenior Management positions in the Company including their remuneration and other mattersas provided under Section 178 of the Act and Listing Regulations. The Policy is also isavailable on the Company's website at www.igenesvs.com

14. 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 such asdiversity in composition of the Board & Committees its roles & responsibilitiesexperience & competencies performance of specific/ general duties & obligationsand various other governance issues 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 where performance of the Board as a whole wasevaluated and reviewed.

15. RELATED PARTY TRANSACTIONS

The related party transactions entered into during the year under review were on arm'slength basis in the ordinary course of business and in compliance with the Policy onRelated Party 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 the Companies(Accounts) Rules 2014 which is annexed to this report as "Annexure-C".The related party transaction Policy as approved by the Board is uploaded on the Company'swebsite at the following weblink:http://www.igenesvs.com/downloads/2015/Related%20Partv%20Transactions%20Policv.pdf

16. LOAN FROM DIRECTOR

During the year under review the Company received unsecured loans of ' 11.42 crore fromMr. Sajid Malik Chairman and Managing Director of the Company. Further he has givendeclaration in writing to the effect that the amount is not being given out of fundsacquired by him by borrowing or accepting loans or deposits from others.

17. 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.

18. 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 at the following weblink: http://www.igenesys.com/downloads/2015/Whistleblower%20 Policy%20&%20Vigil%20Mechanism.pdf

19. SEXUAL HARASSMENT

Your Company has zero tolerance towards any action on the part of any employee whichmay fall under the ambit of 'sexual harassment'. Your Company is committed to provide workenvironment that ensures every employee is treated with dignity & respect. As requiredunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 the Company has implemented a Policy on prevention of sexual harassment atworkplace with a mechanism of lodging complaints and formed an Internal ComplaintsCommittee. During the year under review no complaints were reported.

20. CORPORATE SOCIAL RESPONSIBILITY

Your Company constituted a Committee on CSR comprising of Mr. Sajid Malik as ChairmanMrs. Saroja Malik and Mr. Ganapathy Vishwanathan respectively as members. The Committeeis entrusted with the responsibility to formulate the CSR Policy in order to undertakeactivities of giving back to the Community by the Company.

The Company has initiated CSR activities and incurred ' 65 lakhs on CSR activities tilldate.

The CSR Policy of the Company is available on the website of the Company athttp://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 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.

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 been annexed to this report as "Annexure- D".

Having regard to the provisions of the first proviso to Section 136 of the Act thedetails of remuneration of employees required under Rule 5(2) read with Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are excludedin the report sent to members. Members who are interested in obtaining the particulars maywrite to the Company Secretary at registered/ corporate office of the Company. Theaforesaid information is available for inspection 21 days before and up to the date of theensuing AGM during the business hours on working days.

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 andequipments. Until now there is no specific investment by the Company in this regard.

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

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 on March31 2019 is annexed to this Report as "Annexure - F".

26. MATERIAL CHANGES AND COMMITMENTS OCCURRING BETWEEN MARCH 31 2019 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.

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) Suspense 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 November 22 2018. 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 205 equity shares ofthe face value of '5/- each to demat account of the IEPF authority. Details of suchshareholders whose shares are transferred to IEPF are available at the website of theCompany viz. www.igenesys.com. Any member wanting to claim the same may write to theCompany 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 IEPF can be claimedback by the concerned shareholders from the IEPF Authority after complying with theprocedure prescribed under the said 'IEPF Rules'.

29. 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 2019 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 2018-19.

For and on behalf of the Board of Directors

SAJID MALIK

CHAIRMAN & MANAGING DIRECTOR

(DIN : 00400366)

Place : Mumbai

Dated : August 26 2019