Genesys International Corporation Ltd Directors Report.

To,

The Members of

Genesys International Corporation Limited

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

1. RESULT OF OPERATIONS

The financial highlights of the Company, for the financial year ended March 31, 2019 is summarized below:

Particulars

Standalone

Consolidated

31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Revenue from Operations 11,879.34 11,888.74 11,473.09 11,376.74
Other Income 387.78 447.13 294.45 395.62
Total Income (A) 12,267.12 12,335.87 11,767.54 11,772.36
Total Expenses (B) 10,741.99 8,469.61 11,730.49 9,421.01
Profit Before Tax (C=A-B) 1,525.13 3,866.26 37.05 2,351.35
Tax Expenses (D) 295.5 765.77 410.26 649.92
Net Profit After Tax (E= C-D) 1,229.63 3,100.49 (373.21) 1,701.43
Add: Share of Profit/(Loss) of Associates (F) - - - (0.84)
Net Profit for the year (G=E+F) 1,229.63 3,100.49 (373.21) 1,700.58
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) 1,254.87 3,085.71 (347.97) 1,685.31
Total Comprehensive Income for the year attributable to-
-Non Controlling Interest - - (910.19) (1,049.24)
-Equity Shareholders of the company 1,254.87 3,085.71 562.22 2,734.54

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 2.50% i.e. Re. 0.125/- per equity share of Face Value of 5/- each aggregating to 38.89 Lakhs subject to approval of shareholders 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. We surely see an opportunity for increasing aspirations and investments in some markets and business 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 are largely Government policy led. At the same time, there are exciting new opportunities shaping up on the Enterprise business side with e-Commerce, Digital, Logistics, Construction, Real Estate/ Facility Management, etc. Genesys business of Geospatial Services is spread almost equally between public and private sector.

In the medium term, your company is focused on building Emerging Businesses and establishing Geo presence that will form a solid platform for tomorrows growth. We see several whitespaces for our differentiated offering in 3D Mapping and differentiated GIS services in the International markets. While we continue our focus on HD Maps and content for ADAS and Autonomous Driving ecosystem, there are adjacencies in machine learning based Image Processing/ Annotation and AI Algorithms for which we have developed in-house capabilities.

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

On a Standalone basis, your Company registered a total turnover of 11,879.34 lakhs for the year as compared to 11,888.74 lakhs in the previous year. The profits after tax stood at 1,229.63 lakhs in the year 2018-19.

4. SHARE CAPITAL

During the year under review, your Company allotted 1,62,800 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 as on March 31, 2019 stood at 15,55,61,560 comprising of 3,11,12,312 Equity Shares of 5/- each.

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

5. SUBSIDIARY & ASSOCIATES

Your Company has one subsidiary viz. A.N. Virtual World Tech Ltd, Cyprus and a step-down wholly owned subsidiary viz. Virtual World Spatial Technologies Private Limited and an Associate viz. Riransa Genesys Geomatics Private Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary and associate company in the Form AOC-1 is annexed 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 with the relevant documents and separate audited financial statements in respect of subsidiary is available on the website of the Company (www.igenesvs.com).

The financial statements of the subsidiary company and related information are available for inspection by the members at the Registered Office during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (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 and Articles of Association of the Company, Mr. Sohel Malik, Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Re-appointment of Independent Directors

Mr. Ganapathy Vishwanathan, Mr. Hemant Majethia and Mr. Ganesh Acharya were appointed as Independent Directors at 32nd AGM for the term of five years which will expire on upto September 28, 2019. The Company has received declarations from Mr. Hemant Majethia and Mr. Ganesh Acharya of the Company, confirming that they meet the criteria of Independence as prescribed under section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 and therefore, being proposed to be re-appointed as Independent Directors not liable to retire by rotation for a second term of five years w.e.f. September 29, 2019.

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

Mr. Ganapathy Vishwanathan was appointed as an Independent Directors wef September 29, 2014 at 32nd AGM for the term of five years which will expire on September 28, 2019. He has contributed immensely to the functioning of the Board and management has also benefitted from his advice. Based on the recommendation of Nomination and Remuneration Committee the Board of Directors at their meeting held on August 26, 2019 appointed him as a NonExecutive Non-Independent liable to retire by rotation subject to approval of members in this AGM. A Special Resolution containing terms of his appointment is included in Notice of ensuing AGM.

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

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

7. MEETINGS OF THE BOARD

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

8. CORPORATE GOVERNANCE

The Company has adhered to the requirements of Corporate Governance and Disclosures as per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on the Corporate Governance including Management Discussions and Analysis forms part of this Annual Report along with a certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary.

9. EMPLOYEE STOCK OPTION SCHEME

GENESYS ESOP SCHEME-2010 and GENESYS ESOP SCHEME-2017 ("the Scheme") were introduced in accordance of the SEBI Guidelines for the employees of the Company. The Scheme is administered by the Compensation Committee of the Board of Directors. During the year 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 Rule 12(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 2,54,800 NIL
3. Options Exercised 1,65,200 NIL
4. The total no. of shares arising as a result of options 1,62,800 NIL
5. Options Lapsed 5,000 5,33,333
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 95,13,400 NIL
9. Total No. of Options in force 3,35,200 4,66,667

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

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 option calculated 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 intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the 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 32nd AGM for a period of five years upto the conclusion of the 37th AGM of the Company.

The Board of the Directors of the Company at its meeting held on May 22, 2019, pursuant to 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 from the conclusion of this Annual General Meeting till the conclusion of the 42nd Annual 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-appointment, if made, would be within the limits specified under section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso to Section 139(1), Section 141 (2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

11. AUDIT REPORT

The Audit Report for the financial year 2018-19 does not contain any qualifications, reservations or adverse marks. The auditors report is enclosed to the financial statements. There are no frauds reported by the auditors of the Company under sub section 12 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 has appointed M/s Roy Jacob & Co. Practising Company Secretaries (CP No. 8220) to conduct the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure-B" The secretarial audit report does not contain any qualification, adverse observations/remarks.

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

12. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

Your Companys internal control systems and processes commensurate with scale of operations of the Business.

Period reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Internal Audit Report submitted by the Internal Auditors, M/s. H. C. Vora & Associates for 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 Remuneration Policy, in accordance with the amendments to Section 178 of the Act and Listing Regulations. The salient features of the Policy and changes therein are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy is also is available on the Companys website at www.igenesvs.com

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board and Committees was carried out by the Board and Nomination & Remuneration Committee in accordance with the Board Performance Evaluation Policy of the Company through a structured evaluation process covering various aspects of the Boards functioning such as diversity in composition of the Board & Committees, its roles & responsibilities, experience & competencies, performance of specific/ general duties & obligations and various other governance issues, etc.

The performance evaluation of the Chairman was carried on the grounds of Effectiveness, Leadership, Knowledge, Competency and on the basis of performance of the Company. The Independent Directors were evaluated on additional criteria of independence and applicability of independent views and judgment in the decision-making process of all matters considered important.

The performance evaluation of Non-Independent Directors was carried out by Independent Directors at a separately convened meeting, where performance of the Board as a whole was evaluated and reviewed.

15. RELATED PARTY TRANSACTIONS

The related party transactions entered into during the year under review were on arms length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed 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 to Financial 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 Companys website 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 from Mr. Sajid Malik, Chairman and Managing Director of the Company. Further he has given declaration in writing to the effect that the amount is not being given out of funds acquired 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 arising out of the Companys operations and interactions. The Companys approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and 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 of fraud and mismanagement, if any. The Whistleblower Policy and Vigil Mechanism is uploaded on 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 which may fall under the ambit of sexual harassment. Your Company is committed to provide work environment that ensures every employee is treated with dignity & respect. As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has implemented a Policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints and formed an Internal Complaints Committee. 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 Chairman, Mrs. Saroja Malik and Mr. Ganapathy Vishwanathan respectively, as members. The Committee is entrusted with the responsibility to formulate the CSR Policy in order to undertake activities of giving back to the Community by the Company.

The Company has initiated CSR activities and incurred 65 lakhs on CSR activities till date.

The CSR Policy of the 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 employees during the year under review.

22. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Particulars of loans given, investments made and guarantees given during the year as required under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

23. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration 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, the details of remuneration of employees required under Rule 5(2) read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are excluded in the report sent to members. Members who are interested in obtaining the particulars may write to the Company Secretary at registered/ corporate office of the Company. The aforesaid information is available for inspection 21 days before and up to the date of the ensuing AGM during the business hours on working days.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company being in GIS Spatial Technology industry which is not energy intensive, yet, we strive to conserve the energy in terms of optimum usage of its resources and equipments. Until now, there is no specific investment by the Company in this regard.

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (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 (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 as on March 31, 2019 is annexed to this Report as "Annexure - F".

26. MATERIAL CHANGES AND COMMITMENTS OCCURRING BETWEEN MARCH 31, 2019 AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company as at the end of financial year to which it relates. Further, it is hereby confirmed that there has been no change in the 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 would impact the going concern status of the Company and its future operations.

28. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO THE INVESTORS EDUCATION AND PROTECTION FUND.

The provisions of Sections 124 and 125 of the Companies Act, 2013 & the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), Companies are required to transfer shares on which dividend has not been paid or claimed for 7 (seven) consecutive years or more to IEPF (Investor Education and 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 claimed their dividend for the last 7 (seven) consecutive years in order to initiate the procedure for transfer of shares in respect of the above rules on November 22, 2018. The said statement 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 of the face value of 5/- each to demat account of the IEPF authority. Details of such shareholders, whose shares are transferred to IEPF are available at the website of the Company viz. www.igenesys.com. Any member wanting to claim the same may write to the Company Secretary of the Company.

The details pursuant to the Dividend transferred to IEPF (Investor Education and Protection Fund) during the year under review is disclosed the Corporate Governance Report of this Report.

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

29. 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 judgments 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, 2019 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; and

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 acknowledges the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company.

The Directors also places on record continued support of its investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come.

The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities, SEEPZ (SEZ) Authorities and all the government agencies for the continued support 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