Directors Report of Genesys International Corporation Ltd.

Mar 31, 2023

DIRECTORS’ REPORT

To,

The Members of

Genesys International Corporation Limited

Your Directors are pleased to present the 41^st (Forty First) Annual Report of Genesys International Corporation Limited (“the
Company”) along with the Audited Financial Statements (standalone and consolidated) for the financial year (FY) ended
March 31, 2023.

1. FINANCIAL HIGHLIGHTS

Particulars	Standalone	Standalone	Consolidated	Consolidated
	31-Mar-23	31-Mar-22	31-Mar-23	31-Mar-22
Revenue from Operations	17,991.20	11,962.92	18,112.85	11,962.92
Other Income	644.02	441.12	650.15	336.89
Total Income (A)	18,635.22	12,404.04	18,763.00	12,299.81
Total Expenses (B)	13,783.12	10,421.67	16,263.44	11,375.98
Profit / (Loss) Before Exceptional items (C=A-B)	4,852.10	1,982.37	2,499.56	923.83
Exceptional Items (D)	-	10,038.88	-	4,510.68
Profit / (Loss) Before Tax (E=C-D)	4,852.10	(8,056.51)	2,499.56	(3,586.85)
Tax Expenses (F)	1,006.16	381.44	1,006.38	381.69
Net Profit / (Loss) After Tax (G= E-F)	3,845.94	(8,437.95)	1,493.18	(3,968.54)
Add: Share of Profit/(Loss) of Associates (H)	-	-	-	-
Net Profit / (Loss) for the year (I=G H)	3,845.94	(8,437.95)	1,493.18	(3,968.54)
Other Comprehensive Income / Expenses for the year (Net of taxes) (J)	(48.49)	83.70	661.49	415.18
Total Comprehensive Income for the year carried to other Equity (K= I J)	3,797.45	(8,354.25)	2,154.67	(3,553.36)
Total Comprehensive Income for the year attributable to-
Non-Controlling Interest	-	-	(166.08)	(5,175.02)
Equity Shareholders of the company	3,797.45	(8,354.25)	2,320.75	1,621.66

2. HIGHLIGHTS OF COMPANY’S FINANCIAL PERFORMANCE

On a standalone basis, your Company''s sales increased to '' 17,991.20 Lakhs for the current year as against '' 11,962.92
Lakhs in the previous year. Your Company recorded a net profit of '' 3,845.94 Lakhs for the current year as against net
loss of '' 8,437.95 Lakhs in the previous year.

On a consolidated basis, your Company''s revenue from operations increased to '' 18,112.85 Lakhs for the current year as
against to '' 11,962.92 Lakhs in the previous year. Your Company recorded a net profit of '' 1,493.18 Lakhs for the current
year as against a net loss of '' 3,968.54 Lakhs in the previous year.

3. DIVIDEND3.1 Dividend Recommendation

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

3.2 Dividend Distribution Policy

The Board of Directors of the Company had formulated a Dividend Distribution Policy pursuant to Regulation
43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations). The Dividend Policy is available on the Company''s website at
https://www.igenesvs.com/s/Dividend-Distribution-Policv.pdf

4. TRANSFER TO RESERVES

During the year under review, no amount is proposed to be transferred to the General Reserve of the Company. An
amount of '' 672.15 Lakhs transferred to Special Economic Zone (SEZ) Re-investment Reserve Account pursuant to
section 10AA of the Income Tax Act, 1961.

5. DEPOSIT

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

6. COMPANY OPERATIONS AND FUTURE OUTLOOK

Genesys, a prominent player in the Indian geospatial industry, is renowned for its specialisation in creating engineering-
grade high precision geospatial datasets. The company distinguishes itself through its proprietary map content program
with open standards, dedicated to producing cutting-edge 2D and 3D maps and models respectively. Notably, these
datasets are delivered to clients through a licensing model, ensuring widespread access to accurate and up-to-date
spatial information.

With a strategic orientation towards government projects and sectors like urban planning, disaster management, forestry,
land management and utilities viz. telecommunications and power, Genesys aligns its offerings to address critical needs.

Also, Genesys has cultivated vital partnerships with Global Big Tech corporations, for delivering world class datasets, as
per their defined project scope and specifications complying to the quality standards.

A distinctive asset is its ownership of an expansive 8.3 million kms of Indian road network data. This formidable resource
empowers the company to venture into novel domains, such as commerce, automotive and last-mile logistics. By evolving
its portfolio to accommodate diverse industry requirements, Genesys exemplifies adaptability and forward thinking. Given
its profound industry expertise, collaborative ethos, and innovative solutions, Genesys is primed for sustained growth and
influential contributions within the ever-evolving geospatial landscape of India.

7. SHARE CAPITALA. AUTHORIZED SHARE CAPITAL

There was no change in the authorized share capital of the Company as on March 31,2023 which was '' 25,50,00,000/-
divided into 5,10,00,000 equity shares of face value of '' 5/- each.

B. PAID-UP EQUITY SHARE CAPITAL

During the year under review, the Company has allotted following securities.

Sr. no.	Particulars	No of securities
1.	Allotment of Equity Shares on Preferential basis	38,49,540
2.	Conversion of Compulsorily Convertible Debentures into Equity Shares	15,00,000
3.	Conversion of Warrants into Equity Shares	7,50,000
4.	Allotment of Equity Share pursuant to exercise of stock option under Genesys ESOP Schemes	2,92,807

Consequently, the issued, subscribed and paid-up equity share capital of the Company, as on March 31, 2023 stood
at '' 18,87,75,495 comprising of 3,77,55,099 equity shares of '' 5/- each.

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

8. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a Report on Corporate Governance along
with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance
is annexed to this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms of Regulation 34 read with Schedule V to the SEBI
Listing Regulations, forms part of this Annual Report

10. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

During the financial year 2022-23, the Company has raised '' 205.67 crores through Preferential Issues. The details of
the funds raised, objects and amount of deviation, if any is provided in the below table.

Sr. No	Original Object	Funds Raised	Particulars of Issue	Utilization of funds raised
01	Combination of part funding of the capital expenditure, support growth plans of the Company, working capital requirements, repayment of loans,	'' 48.75 Crores	The Company received '' 3,74,99,537/- i.e 25% of the issue price for allotment of Convertible Warrants. The Company on July 14, 2022 allotted 3,19,145 Warrants convertible into equity shares. Company also allotted 9,57,435 equity shares on July 14, 2022 on receipt of '' 44,99,94,450/-	'' 48.75 Crores
02	investments and general corporate purposes or any combination thereof to pursue the business objects of the Company.	'' 150.06 Crores	The Company received ''14,99,99,675/- i.e 25% of the issue price for allotment of Warrants. The Company on July 22, 2022 allotted 13,04,345 Warrants convertible into equity shares. The Company also allotted 28,92,105 equity shares on July 22, 2022 on receipt of '' 1,35,05,93,700/-.	'' 129.64 Crores
03	Combination of part funding of the capital expenditure, support growth plans of the company, working capital requirements, investment and general corporate purposes	'' 6.86 Crores	The Company received '' 6,86,25,000/- being the balance 75% amount against Warrants, allotted on August 13, 2021. The Company on February 11, 2023 allotted 7,50,000 equity shares against conversion of Warrant.	'' 6.86 Crores

There is no deviation or variation in the utilization
of funds from the objects stated in the explanatory
statement to the notice for the general meeting held for
approval of preferential issue. The funds raised through
the respective issues were utilized for the purpose for
which it was raised and in accordance with the objects
of the said preferential issue.

Pursuant to the provisions of Regulation 32 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, (Listing Regulation) the necessary
disclosures were submitted with the Stock Exchanges
and is available on website of the Company at
https://www.iaenesvs.com/s/GenesvsSDmarch23sd.pdf.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

As on March 31, 2023, the Company has two
subsidiaries viz. A.N. Virtual World Tech Ltd, Cyprus
and a wholly owned subsidiary viz. Virtual World Spatial
Technologies Private Limited.

A.N. Virtual World Tech Ltd, Cyprus is material
subsidiary, as per the criteria under Regulation 16(1)
(c) of the Listing Regulations. A Policy on material
subsidiaries had been formulated and is available on
the website of the Company and the web link thereto
is https://www.igenesys.com/s/Policy-for-Determining-
Material-Subsidiaries.pdf

The Company does not have any Joint Venture or
Associate Company within the meaning of Section 2(6)
of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3) of the
Companies Act, 2013 read with Rule 5 and 8 of
the Companies (Accounts) Rules, 2014, the salient
features of the financial statements and performance
of each subsidiary in Form AOC-1 is disclosed under
“Annexure - A”

12. Amalgamation/ Arrangement

During the year under review, the Scheme of
Amalgamation had been approved by the Board of
Directors of the Company on December 19, 2022 for
merger of Virtual World Spatial Technologies Private
Limited (VWSTPL), wholly owned subsidiary with
your company, pursuant to section 230 to 232 of the
Companies Act, 2013. The Scheme is subject to inter-
alia receipt of the approval of Regional Director, MCA,
ROC, and the National Company Law Tribunal (Mumbai
Bench) and other regulatory authorities, as may be
applicable.

The scheme is available on the website of the Company,
which can be accessed at https://www.igenesvs.
com/s/Scheme-of-Amalgamation-with-Wholly-Owned-
Subsidiary.pdf

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

The composition of the Board is in conformity with
Section 149 of the Act and Regulation 17 of the Listing
Regulations.

Changes in the composition of the Board of Directors
during FY 2022-23:

a. APPOINTMENT/ RE-APPOINTMENT:

During the year under review Ms. Bharti Sinha
(DIN: 07985813) was appointed as an Additional
Director (Non Executive Independent Director) with
effect from August 12, 2022. The members approved
the appointment of Ms. Bharti Sinha in AGM held on
September 30, 2022 for a term of 5 consecutive years
w.e.f August 12, 2022 to August 11, 2027.

The Board is of the opinion that the Independent
Director of the Company possess requisite qualification,
experience and expertise and holds the highest level of
integrity.

Mrs. Saroja Malik (DIN: 00400421), Whole Time
Director of the Company was re-appointed for a period
of 3 years w.e.f August 17, 2022 to August 16, 2025 by
the members at the AGM held on September 30, 2022.

Mr. Sajid Malik (DIN: 00400366), Chairman and
Managing Director was re-appointed for the period of 3
years w.e.f September 01, 2022 to August 31, 2025 by
the members at the AGM held on September 30, 2022.

b. RESIGNATION:

Mr. Hemant Majethia (DIN: 00400473) resigned as a
Non Executive Independent Director of the Company
w.e.f. August 12, 2022 on account of other professional
commitments. He confirmed that there is no material
reason for his resignation.

The Board of Directors places on record their
appreciation for the valuable contribution made by Mr.
Hemant Majethia during his tenure.

c. DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies
Act, 2013 (“the Act”) and Articles of Association of
the Company, Mr. Ganapathy Vishwanathan, Non¬
Executive Director (DIN: 00400518) is liable to retire
by rotation at the ensuing AGM. Mr. Ganapathy
Vishwanathan intimated that due to his other Board
positions and personal commitments, it would be
difficult for him to manage the responsibility as a Board
Member of the Company and shall be retiring at the
ensuing AGM.

The Board places on record its appreciation for
the valuable contribution and services rendered by
Mr.Ganapathy Vishwanathan during his tenure on the
Board of the Company.

d. KEY MANAGERIAL PERSONNEL

The Board of Directors based on the
recommendation of the Nomination & Remuneration
Committee appointed Mr. Ravi Kumar Jatavallabha
V as Chief Financial Officer of the Company w.e.f.
September 30, 2022.

e. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Act, and Regulation
25(8) of the Listing Regulations, the Independent
Directors have confirmed that each of them meets the
criteria of independence as stipulated under Section
149(6) of the Act and the Listing Regulations.

In the opinion of the Board, Independent Directors fulfill
the conditions specified in Companies Act, 2013 read
with the Schedules and Rules issued there under as
well as Listing Regulations and are Independent of
Management.

All the Independent Directors of the Company have
registered their names in the online database of
Independent Directors maintained with the Indian
Institute of Corporate Affairs in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment
& Qualification of Directors) Rules, 2014.

Please refer to the Paragraph on Familiarisation
Programme for Independent Director in the Report on
Corporate Governance for details and related weblink.

f. REMUNERATION / COMMISSION DRAWN FROM
HOLDING / SUBSIDIARY COMPANY:

None of the Directors of the Company has drawn
any remuneration / commission from the Subsidiary
Companies. Genesys does not have any Holding
Company.

14. MEETINGS OF THE BOARD

During the year under review, 15 meetings of Board
were held. Details are provided in the Report of
Corporate Governance which forms part of this Annual
Report.

15. COMMITTEES OF THE BOARD

As per the Companies Act and Listing Regulations, the
Company has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Compensation Committee*

• Risk Management Committee

• Business Responsibility and Sustainability
Committee

Compensation Committee is merged with Nomination
and remuneration Committee w.e.f April 01, 2023.

In addition to the above, the Board has constituted
an Executive Committee to review specific business
matters and other items the Board may decide that
need to be considered.

Details of composition of Broad and Committees terms
of reference, meetings are given in the Report on
Corporate Governance and forms part of this Annual
Report.

16. EMPLOYEE STOCK OPTION SCHEME

Your Company has instituted various employee stock
options schemes to incentivize eligible employees. The
Company has in force the following Schemes.

• Genesys ESOP Scheme- 2010

• Genesys ESOP Scheme- 2020

• Genesys ESOP Scheme- 2022

These schemes were administered by the Compensation
Committee. Effective April 01, 2023, the Compensation
Committee has been merged with the Nomination and
Remuneration Committee.

The stock option plans are in compliance with the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (SEBSE), as amended (“Employee Benefits
Regulations”) and there have been no material changes
to these plans during the year under review.

The statutory disclosures as mandated under the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 is available on the website of the Company and
the web-link for the same is https://www.igenesvs.
com/s/ESOP Disclosure 2022-23.pdf

Certificate from the Secretarial Auditors confirming
implementation of the above Schemes in accordance
with SBEB Regulations and Members approval will be
available for electronic inspection by the Members.

17. AUDITORS

i. Statutory Auditor and their Report:

M/s MSKA & Associates, Chartered Accountants (ICAI
Firm Registration No. 105047W) was appointed as the
Statutory Auditor of the Company at the 40^th AGM held
on September 30, 2022 for a period of 4 consecutive
years from the conclusion of the 40^th AGM held on
September 30, 2022, until the conclusion of the 44^th
AGM to be held in the year 2026.

The Statutory Auditor''s report does not contain any
qualifications, reservations, adverse remarks or
disclaimers. The Statutory Auditors of the Company
have not reported any fraud to the Audit Committee of
Directors as specified under section 143(12) of the Act,
during the year under review.

ii. Secretarial Auditor:

M/s Roy Jacob & Co, Company Secretary in Whole
Time Practice was appointed to conduct Secretarial
Audit as required under Section 204 of the Act.
Pursuant to SEBI Circular CIR/CFD/ CMD1/27/2019
dated February 08, 2019, M/s Roy Jacob & Co, has
also conducted the Annual Secretarial Compliance.
The Report of the Secretarial Audit in Form MR-3 for
the financial year ended March 31,2023, is enclosed as
“Annexure -B” to this Report. Reports doesn''t contain
any qualifications, reservations or adverse remarks.

18. COST AUDIT

Provisions of Section 148 of the Act regarding
maintenance of cost records and audit thereof are not
applicable to your Company.

19. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company believes that internal control is a
necessary prerequisite of governance and that freedom
should be exercised within a framework of checks and
balances. Your Company''s internal control systems
and processes commensurate with the nature of its
business, the size and complexity of its operations with
reference to Financial Statements are adequate.

Periodical reviews are carried out by the Internal
Auditors and are subject to assessment and trial to
provide reasonable assurance as to reliable information
& compliance.

20. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act and Listing
Regulations Nomination and Remuneration Policy
is formulated setting out the criteria for determining
qualifications, positive attributes, independence of a
Director and policy relating to remuneration for Directors,
Key Managerial Personnel and other employees which
is available at https://www.igenesvs.com/s/Nomination-
and-Remuneration-policv.pdf

21. HUMAN RESOURCES

A key focus for your Company is to maintain a
performance driven workforce while ensuring the
well-being of employees. Your Company continues to
endeavour to create a collaborative work environment
to enable employees to perform at their full potential.

As of March 31, 2023, Genesys had a total headcount
of 1,054. Genesys continues to focus on attracting new
talent and helping them to acquire new skills, explore
new roles and realize their potential by providing
training and retaining high-quality talent.

22. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the Listing
Regulations, the Board evaluates its performance
after seeking inputs from all the Directors based on
criteria such as the board composition and structure,
effectiveness of board processes, information and
functioning, etc.

The performance of the Committees was evaluated
by the Board after seeking inputs from the committee
members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole and the Chairman of the Company
was evaluated, taking into account the views of the
Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee
reviewed the performance of individual directors on the
basis of criteria such as the contribution of the individual
Director to the Board and meaningful and constructive
contribution and inputs in meetings, etc. and the Board
as a whole.

23. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered
into by the Company during the financial year with
related parties are in compliance with the applicable
provisions of the Act and Listing Regulations. The
requisite approvals of the Audit Committee, the Board
and the shareholders, as required, were obtained by
the Company for related party transactions (RPT).
There were no materially significant RPT made by the
Company with Promoters, Directors or Key Managerial
Personnel, subsidiaries, joint ventures and associate
Companies which may have a potential conflict with
the interest of the Company. Transactions that are
required to be reported in Form AOC-2, are attached

as “Annexure - C” and forms part of this report. The
details of the transactions with Related Parties are
also provided in the Company''s financial statements in
accordance with Indian Accounting Standards.

The RPT Policy as approved by the Board is available
on the Company''s website at https://www.igenesys.
com/s/Related-Party-Transactions-Policy.pdf

24. RISK MANAGEMENT

The Risk Management Committee is constituted to
frame, implement and monitor the risk management
plan of the Company.

The Committee is responsible for the overall process
of risk management throughout the organization. The
major risks identified by the businesses and functions
are systematically addressed through mitigating actions
on a continuing basis. Internal financial control system
and timely review of external, operational and other
risks enables the Committee of your company towards
identification and mitigation of the risks. The requisite
information is provided under Management and
Discussion and Analysis Report.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to Section 177(9) of the Act, a vigil mechanism
was established for directors and employees to report
to the management instances of unethical behaviour,
actual or suspected, fraud or violation of the Company''s
code of conduct or ethics policy. The Vigil Mechanism
provides a mechanism for employees of the Company
to approach the Chairman of the Audit Committee for
redressal. No person has been denied access to the
Chairman of the Audit Committee of Directors. This
Policy is available at https://www.igenesys.com/s/
Whistle-Blower-Vigil-Mechanism-v1 25052023.pdf

26. DISCLOSURE ON PREVENTION OF 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 on the
prevention of sexual harassment at workplace with the
objective of providing a safe working environment, where
employees feel secure and providing a mechanism of
lodging complaints with Internal Complaints Committee
formed by the Company. During the year under review,
no complaints were reported.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is a strong believer in the philosophy
of giving back to the community and acknowledging
the role played by communities in the growth of our
business. The Company works primarily towards
supporting projects in the areas of education,
healthcare, women empowerment, sustainability,
preserving Indian art and culture, rural development etc.
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 disclosures required to be given under Section
135 of the Act, read with Rule 8(1) of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended, is annexed as “Annexure - D” to this report.

. The CSR Policy of the Company is available at https://
www.igenesvs.com/s/Corporate-Social-Responsibilitv-
Policy.pdf

28. PARTICULARS OF LOANS, INVESTMENTS &
GUARANTEES

Particulars of loans, investments and guarantees
made by the Company during the year under review as
required under the provisions of Section 186 of the Act
forms part of notes to the financial statements provided
in the Annual Report.

29. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed as “Annexure - E” to this Report.

In terms of Section 136 of the Act, the details of the
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 this report. The said details are
available for inspection 21 days before and up to the
date of the ensuing AGM during business hours on
working days. Any member interested in obtaining the
particulars may write to the Company Secretary.

30. 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 equipment.

The information on technology absorption and foreign
exchange earnings and outgo as required pursuant to
Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed to this
Report as “Annexure - F”.

31. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a)
of the Act, and rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended
the Annual Return is available on the website at
https://www.igenesys.com/s/Genesys Form MGT-7
final-tllz.pdf.

32. MATERIAL CHANGES AND COMMITMENTS
OCCURRING BETWEEN MARCH 31, 2023 AND THE
DATE OF THE REPORT

There have been no material changes and commitments
which affect the financial position of the Company that
have occurred between the end of the financial year to

which the financial statements relate and the date of
this report.

33. 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.

34. INVESTORS EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to Section 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules), during the year under review, the
Company has transferred '' 17,846/- unclaimed and
unpaid dividend to IEPF and 3,550 equity shares of the
shareholder who have not claimed dividend for seven
consecutive years to IEPF Demat account.

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.

Your Company sent the notices to the respective
shareholders who have not claimed their dividend
for the last 7 consecutive years in order to initiate the
procedure for transfer of shares in respect of the above
rules on August 26, 2022. The said statement and
notice is also available at the website of the Company
viz. www.igenesys.com.

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''.

35. LISTING OF SHARES

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

36. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In accordance with Regulations - 34(2)(f) of Listing
Regulations, 2015, Business Responsibility &
Sustainability Report (BRSR), of the Company for the
year ended March 31, 2023, containing the initiatives
taken by the Company from an environmental, social
and governance (ESG) prospective, in the prescribed
form is annexed as “Annexure - G”.

The policy on BRSR is available on the website
of the Company and may be accessed at
https://www.igenesys.com/s/Genesys-business-
responsibility-policies.pdf

37. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your
Company during the year under review.

38. SECRETARIAL STANDARDS

The Company is in compliance with the provisions of all
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and ensures that an
adequate system is in place to comply with the same
effectively.

39. 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 Act:

a. That in the preparation of annual accounts, the
applicable accounting standards have been followed
and that there are no material departures;

b. That 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, 2023 and of the profits of the Company for
that period;

c. That 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. That proper internal financial controls to be followed
by the Company and that the financial controls are
adequate and operating effectively; and

f. That proper systems have been devised to ensure
compliance with the provisions of all applicable laws

and that these systems are adequate and operating
effectively.

40. OTHER DISCLOSURES/ REPORTING:

Your Directors state that no disclosure or reporting is
required in respect of the following items in the absence
of any such transactions or actions during the year
under review:

a) There are no proceedings initiated/pending
against your Company under the Insolvency and
Bankruptcy Code, 2016 which materially impact the
business of the Company.

b) There were no instances where your Company
required the valuation for one time settlement or
while taking the loan from the Banks or Financial
institutions.

41. ACKNOWLEDGEMENT

The Directors of the Company would like to place
on record deep appreciation to the shareholders,
customers, business associates, vendors, bankers,
employees, regulatory authorities and financial
institutions for all the support rendered during the year.

For and on behalf of the Board of DirectorsSAJID MALIKCHAIRMAN & MANAGING DIRECTOR

(DIN: 00400366)

Place: Mumbai

Date: August 31, 2023

---

Mar 31, 2018

To,

The Members of

Genesys International Corporation Limited

The Directors present with immense pleasure the 36th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31, 2018.

1. RESULT OF OPERATIONS

The financial highlights of the Company, for the financial year ended March 31, 2018 is summarized below :

(Rs. in Lacs)

Particulars	Standalone		Consolidated
	31-Mar-18	31-Mar-17*	31-Mar-18	31-Mar-17*
Revenue from Operations	11,888.74	7,668.10	11,376.74	6,437.30
Other Income	447.13	355.30	395.62	309.12
Total Income (A)	12,335.87	8,023.40	11,772.36	6,746.42
Total Expenses (B)	8,469.61	5,906.34	9,421.01	6,287.37
Profit Before Tax (C=A-B)	3,866.26	2,117.06	2,351.35	459.05
Tax Expenses (D)	765.77	(187.80)	649.92	(186.63)
Net Profit After Tax (E= C-D)	3,100.49	2,304.86	1,701.43	645.68
Add: Share of Profit/(Loss) of Associates (F)	-	-	(0.84)	-
Net Profit for the year (G=E F)	3,100.49	2,304.86	1,700.58	645.68
Other Comprehensive Income / Expenses for the year (Net of taxes) (H)	(14.78)	(116)	(15.27)	(116)
Total Comprehensive Income for the year carried to other Equity(I= G H)	3,085.71	2,303.70	1,685.31	644.52
Total Comprehensive Income for the year attributable to-
-Non Controlling Interest	-	-	(1,049.24)	(920.69)
-Equity Shareholders of the company	3,085.71	2,303.70	2,734.55	1,565.21

* Figures are regrouped as per IND - AS

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 2.5% i.e. Re. 0.125/- per equity share of Face Value of Rs. 5/each aggregating to Rs. 38.69 Lacs subject to approval of shareholders for the financial year 2017-18. (Previous Year Rs. 38.26 Lacs)

3. COMPANY OPERATIONS AND FUTURE OUTLOOK:

Genesys’ business of Geospatial Services is spread almost equally between public and private sector. We forecast a robust demand for Geospatial Services in infrastructure development projects undertaken by Central and various State Governments in India.

On the industries front, Genesys is focused on Road, Telecom, and Urban sectors which has seen the high spend on GIS services, while it continues to explore new sunrise sectors of Water, Power, Crop Insurance and Mining. Genesys comprehensive services portfolio and investment in IP-based product platforms enables it to uniquely position itself as a premier partner in transformative initiatives undertaken by its customer.

Company’s international focus has paid off as the share of international business in its revenue is expected to grow even further. The quality of revenue has also improved due to a steady international client base contributing to annuity revenues. The Company has been able to maintain its leadership position with rising international revenue.

On the productivity front, the company continues to invest in development of tools and process improvement which had helped decouple the revenue from resource ramp ups. 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 Rs. 11,888.74 lacs for the year as compared to 7,668.10 lacs in the previous year. The profits after tax stood at Rs. 3,100.49 lacs in the year 2017-18.

4. SHARE CAPITAL

During the year under review, your Company allotted 3,41,300 Equity Shares of Rs. 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, 2018 stood at Rs. 15,47,47,560 comprising of 3,09,49,512 Equity Shares of Rs. 5/- each.

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.

Details pertaining to the above-mentioned companies have been provided in form MGT-9 and also forms part of the Consolidated Financial Statements of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Saroja Malik, Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

During the year, Mr. Kushal V. Jain ceased to be the Company Secretary & Compliance Officer of the Company, with effect from September 29, 2017 and on same date Mr. Vineet Chopra was appointed as ‘General Manager - Legal & Company Secretary’, of the Company . He is a Fellow Member of the Institute of Company Secretaries of India and Associate Member of the Institute of Cost Accountants of India.

The Company has received declarations from all of the Independent Directors viz. Mr. Ganapathy Vishwanathan, Mr. Hemant Majethia and Mr. Ganesh Acharya of the Company, confirming that they meet the criteria of Independence as prescribed under of section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

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

Further, the resolutions, explanatory statements and particulars of the Directors retiring by rotation or are proposed for re-appointment has been given in the Notice of the ensuing Annual General Meeting for approval of Members thereat.

7. MEETINGS OF THE BOARD

The Board of Directors met 8 (eight) times during the year 2017-18. The details of various Board Meetings are provided in the Corporate Governance Report.

The Composition of the Board, its Committees and Meetings conducted thereof is as per the provisions of the Companies Act, 2013 and in compliance of the Secretarial Standards issued by the Institute of the Company Secretaries of India. The explanation of the various Committees of the Board, its terms of reference and its meetings conducted is given in detailed in the Corporate Governance Report.

8. CORPORATE GOVERNANCE

The Company has adhered to the Corporate Governance requirements and disclosures as per Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015.

In this regard, a detailed report on the Corporate Governance practices followed by the Company alongwith a certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary forms part of this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial conditions and results of operations of the Company for the year under review as required under Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015 is given as a separate statement forming part of this Annual Report.

10. 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 2017-18, the Company granted 10,00,000 Options to the eligible employees under Genesys ESOP Scheme 2017 .

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:

Sr. No.	Particulars	F.Y. 2017-18	F.Y. 2017-18
	Scheme	Genesys ESOP Scheme 2010	Genesys ESOP Scheme 2017
1	Options Granted	Nil	10,00,000
2	Options Vested	2,68,400	NIL
3	Options Exercised	3,41,300	NIL
4	The total no. of shares arising as a result of options	3,41,300	NIL
5	Options Lapsed	33,100	NIL
6	Pricing Formula	Exercise Price of Rs. 26.00 per equity share	Exercise Price of Rs. 150.00 per equity share
7	Variation of terms of Options/Exercise Price	-	-
8	Money realize by exercise of Options	88,73,800	NIL
9	Total No. of Options in force	3,47,900	10,00,000

There were no options granted to employees for the year ended March 31, 2018 as stated below :

Category	Number of Options granted
Key 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.

11. AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013, G.K. Choksi & Co., Chartered Accountants, Mumbai (ICAI Registration No. 125442W), are the Statutory Auditors of the Company, they hold office upto the conclusion of the Thirty Seventh Annual General Meeting of the Company to be held in the year 2019-20.

They have confirmed that they hold a valid peer review certificate as prescribed under Regulation 33 of SEBI (LODR) Regulations, 2015.

The Board recommends their continuance for the year 2018-19.

12. AUDIT REPORT

The Audit Report for the financial year 2017-18 does not contain any qualifications, reservations or adverse marks. The auditor’s 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.

13. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has formal internal control systems and processes commensurate the size and operations of the Business.

The systems are periodically reviewed 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, H. C. Vora & Associates for the year under review is apprised by the Audit Committee and noted by the Board.

14. SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 the Company has appointed Roy Jacob & Co., Practicing Company Secretaries as the Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report for the financial year 2017-18 in ‘Form MR-3’ is annexed to this Report as ‘Annexure A’.

15. RELATED PARTY TRANSACTIONS

The related party transactions entered into during the year under review were on arm’s length basis and in ordinary course of business and in compliance to 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.

16. RISK MANAGEMENT

The Company has a Risk Management Plan in place to assess and minimize risks arising out of the Company’s operations and interactions. The Company’s 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.

17. 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. (www.igenesys.com)

18. 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. We believe in a conducive work environment & equitable treatment outside of gender bias. Your Company’s Policy for prevention of sexual harassment at workplace provides for protection against sexual harassment at workplace and redressal of such complaints. . There were no cases reported pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

19. CORPORATE SOCIAL RESPONSIBILITY

Your Company constituted a Committee 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 lauds the initiatives of the Government and intends to work toward the noble cause. Contrarily, to the efforts taken by the Government in this direction, the Company through its CSR Committee couldn’t identify appropriate avenues in the society to spend the amount and is in process to identify the same. Consequently, the Company is yet to spend towards CSR during the year under review as per the CSR Policy.

20. DEPOSITS

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

21. 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.

22. 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 B’.

There were no employees during the year under review drawing remuneration in excess of the limits prescribed and the statement of employees required under Rule 5(2) read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not form part of this report. Any member, who is interested to obtain these details of employees, may write to the Company Secretary of the Company.

23. 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 C’.

24. 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, 2018 is annexed to this Report as ‘Annexure D’.

25. MATERIAL CHANGES AND COMMITMENTS OCCURRING BETWEEN MARCH 31, 2018 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.

26. 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.

27. 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) were notified last year. Pursuant to the above, Companies were 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 June 24, 2017. The said statement and notice is also available at the website of the Company viz. www.igenesys.com. In the view of the same, the Company transferred 7,664 equity shares of the face value of Rs. 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’.

28. 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, 2018 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 2017-18.

For and on behalf of the Board of Directors

SAJID MALIK

CHAIRMAN & MANAGING DIRECTOR

(DIN : 00400366)

Place : Mumbai

Dated : May 30, 2018

---

Mar 31, 2015

To

The Members of

Genesys International Corporation Limited

Dear Members,

The 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.

RESULT OF OPERATIONS

The summarised financial highlights of the Company for the year ended March 31, 2015 are as follows:

(Rs. in lakhs)

Particulars March 31, 2015 March 31, 2014

Total Revenue 6282.42 7,797.79

Operating Profit before Depreciation, Finance costs & Taxes 1528.07 2,005.59

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 14,022.69 13,432.76

Profit available for appropriation 14,435.02 14,116.34

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 14,343.36 14,022.69

Reserves and Surplus 17,597.96 16,661.44

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:

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 and recommending to the Board, a CSR Policy for indicating the activities to be undertaken by the Company in terms of Section 135 of the Companies Act, 2013 and all other applicable provisions of the Act.

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

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Mar 31, 2014

The Members of

Genesys International Corporation Ltd.

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2014.

RESULT OF OPERATIONS

The summarized financial highlights of the Company, for the year ended March 31, 2014 are as follows:

(Rs. in Lakhs)

Particulars March 31, 2014 March 31, 2013

Total Revenue 7,797.79 11,874.45

Operating Profit before Depreciation, Finance costs & Taxes 2,005.59 3,755.28

Less: Provision for depreciation and amortization 960.98 1,212.23

Less: Finance Costs 185.07 171.49

Profit before Tax 859.54 2,371.57

Less: Current Tax 173.00 477.00

Less: Deferred Tax (0.50) (170.08)

Less: Tax adj. for earlier years 3.46 2.52

Net Profit After Tax 683.58 2,062.13

Balance brought forward from previous year 13,432.76 11,682.93

Profit available for Appropriation 14,116.34 13,745.06

Proposed Dividend 37.31 74.62

Dividend Distribution Tax 6.34 12.68

Amount transferred to General Reserve 50.00 225.00

Balance carried to Balance Sheet 14,022.69 13,432.76

Reserves and Surplus 16,661.44 16,021.52

DIVIDEND

Directors are pleased to recommend for approval of the members a dividend of Rs. 0.125 per equity share of Rs. 5/- each for the financial year 2013-14. The total dividend payout will amount to Rs. 43.65 Lakhs including Tax on Dividend. (Previous year Rs. 87.30 Lakhs)

BUSINESS REVIEW AND FUTURE OUTLOOK

Your company continues to play a significant role in the global GIS and Geospatial services industry. The Company''s diversified service portfolio comprises providing solutions in GIS Consulting, Geospatial Engineering, 3D buildings and urban modeling, Mobile, terrestrial and Aerial LiDAR Engineering, software development etc. to its Customers in India as well as rest of the world. The total revenue earned from operations carried out by the Company for the financial year 2013-14 comes to Rs. 7,797.79 lakhs as compared to Rs. 11,874.45 lakhs in the previous financial year. The profit after tax during the financial year 2013-14 stood at Rs. 683.57 as against Rs. 2,062.13 lakhs in previous financial year.

FUTURE OUTLOOK

During the year, the Company''s long lived dream came true with soft launch of ''WoNoBo'', our local search platform providing 3D panoramic views of Indian Streets. We feel proud, as at the moment WoNoBo is the only site providing 360-degree panoramic views of Indian streets. Prominent media and bloggers have labelled it as the "Most important and impressive product to be launched by any Indian Start Up".

Add to this, the WoNoBo platform for Real Estate has boosted the prospects of the Company as it hosts database of top 54 cities of India. By having an optimum B2B & B2C network, the company has fastened its vertical growth and is fast gaining momentum to scale up its internet plans to become one of India''s premier web properties. Your Company has laid down a good base for Smart City applications and digital inclusion being promoted by the Government.

Inspite of a subdued growth on the financial front due to external factors, your Company continues to expand in international markets and developed a good hold in the Middle East. We hope to end the current year with a happy note.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial conditions and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. 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 the conditions of Corporate Governance is annexed herewith and forms part of the Annual Report.

SHARE CAPITAL

During the year, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On March 31, 2014, Company''s paid-up share capital stood at Rs. 14,92,37,560.00 divided into 2,98,47,512 equity shares of Rs. 5 each.

CONVERTIBLE WARRANTS

The Company allotted on preferential basis 40,00,000 Warrants convertible into 40,00,000 Equity Shares of Rs. 5/- each at a premium of Rs. 95/- per Equity Share to Investors in accordance with the approval of Members of the Company.

DIRECTORS

Mrs. Saroja Malik retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

The Independent Directors of the Company viz. Mr. Ganapathy Vishwanathan, Mr. Hemant Majethia, Mr. Ganesh Acharya and Mr. Anil Kumar Lakhina are being

proposed to be appointed as Independent Directors of the Company in terms of section 149, 152 and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company. Details relating to their appointment are mentioned in the statement annexed to the Notice under section 102 of the Companies Act, 2013. The Brief profile of the Directors proposed to be re-appointed has been included in the Report on Corporate Governance forming part of the Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub -section (6) of Section 149 of the Companies Act, 2013 & under Clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS

M/s CNK & Associates LLP, (formerly: M/s Contractor, Nayak & Kishnadwala) Chartered Accountants, Mumbai, [ICAI Registration No. 101961W] who are the Statutory Auditors of the Company, have expressed their unwillingness to continue as the Statutory Auditors of the Company for the FY 2014-15. The Board places on record its sincere appreciation of the service rendered by M/s CNK & Associates LLP.

In view of the foregoing resolution, the Board has proposed that M/s G.K.Choksi & Co., Chartered Accountants [ICAI Registration No.125442W], be appointed as Statutory Auditors of the Company for the period of 5 years from FY 2014-15 to FY 2018-19, subject to shareholders'' approval at the ensuing Annual General Meeting.

They have confirmed that their appointment, if made, at the Annual General Meeting, will be within the limits prescribed under the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under relevant clause(s) of the Listing Agreement.

Members are requested to consider their appointment and authorise the Board of Directors (including committee thereof) to fix their remuneration for the FY 2014-15. The notice convening the 32nd AGM contains the resolution for their appointment.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification.

INTERNAL CONTROLS SYSTEM AND ADEQUACY

The company has in place proper and adequate internal control system commensurate with the size and nature of business of the company. 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 on a regular basis.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Sajid Malik, Chairman, Mrs. Saroja Malik - Member, and Mr. Ganapathy Vishwanathan – member.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding, as on the date of closure of the balance sheet.

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 this Scheme.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was drawing remuneration exceeding the limits prescribed under the Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have 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, 2014 and of the profits of the Company for that period;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors sincerely thank all investors, customers, suppliers, banks, Stock Exchange, financial institutions, SEEPZ (SEZ) and other government Authorities for their invaluable support, trust and co-operation.

Your Directors also appreciate the contribution, hard work and commitment of all employees who have been a major driving force for the Company''s progress.

For and on behalf of the Board of Directors

SAJID MALIK CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Dated: August 28, 2014

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Mar 31, 2013

To'' The Members of Genesys International Corporation Ltd.

Dear Members''

The Directors are pleased to present the 31st Annual Report and the Audited Accounts for the financial year ended March 31'' 2013.

RESULT OF OPERATIONS

The summarised financial performance of the Company'' for the year ended March 31'' 2013 is enumerated below: (Rs.in Lakhs)

Particulars March 31'' 2013 March 31'' 2012

Total Revenue 11''874''44 9''821.44

Operating Profit before Depreciation'' Finance costs & Taxes 3''755.29 3''598.27

Less: Provision for depreciation and amortization 1''212.23 1''151.35

Less: Finance Costs 171.49 29.62

Operating Profit before Tax and Exceptional Items 2''371.57 2''417.30

Less: Exceptional Items 577.31

Profit before Tax 2''371.57 1''839.99

Less: Current Tax 477.00 240.00

Less: Deferred Tax (170.08) (44.60)

Less: Tax adj. for earlier years 2.52

Net Profit After Tax 2.062.13 1''644.59

Balance brought forward from previous year 11''682.93 10''646.96

Profit available for Appropriation 13''745.06 12''291.55

Proposed Dividend 74.62 373.09

Dividend Distribution Tax 12.68 60.53

Amount transferred to General Reserve 225.00 175.00

Balance carried to Balance Sheet 13''432.76 11''682.93

Reserves and Surplus 16''021.52 14''046.69

DIVIDEND

The Board recommended dividend of Re. 0.25 per Equity Share of face value of Rs. 5/- each on 2''98''47''512 Equity Shares. The dividend on Equity Shares is subject to the approval of the shareholders at the Annual General Meeting. The total dividend payout works to Rs. 87.30 Lakhs including Tax on Dividend. (Previous year Rs. 433.62 Lakhs)

BUSINESS REVIEW AND FUTURE OUTLOOK

During the financial year under review'' the Company achieved the total revenue of Rs. 11''874.44 lakhs as compared to Rs. 9''821.44 lakhs in the previous financial year. The Profit after tax during the financial year under review stood at Rs. 2''062.13 lakhs as against Rs. 1''644.59 lakhs in the previous financial year.

The Company has made substantial investments in infrastructure and manpower anticipating growth in domestic and international business. Our focus on advance survey techniques have begun to pay off and the trend will continue in coming years. With the expected closure of several large business accounts'' we should be able to improve our margins and increase revenues. During the current financial year'' our initiative ''Virtual World'' will be launched. This is a location based service platform'' which will allow users to search and discover merchants and points of interests in all top cities of India. We believe this will be a major value driver for our Company in the years to come.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges'' is given as a separate statement forming part of this Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from Mr. Raju Ananthanarayanan'' Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

SHARE CAPITAL

The Authorised and Paid-up Share Capital of the Company has underwent no changes in comparison to previous year.

DIRECTORS

Mr. Hemant Majethia and Mrs. Saroja Malik retire by rotation and are eligible for re-appointment.

A brief profile of the said Directors as required by Clause 49(IV)(G) of the Listing Agreement is provided in the Corporate Governance Report forming part of the Annual Report. The Board of Directors recommends their appointment for your approval in the ensuing Annual General Meeting.

AUDITORS

M/s Contractor'' Nayak & Kishnadwala'' Chartered Accountants (ICAI Registration No. 101961W)'' the Statutory Auditors retire at the ensuing Annual General Meeting and are eligible for re-appointment u/s 224 (1B) of the Companies Act'' 1956. The company proposes to re- appoint M/s Contractor'' Nayak & Kishnadwala as Statutory Auditors of the company from the conclusion of the ensuing Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company.

The Audit Committee and the Board recommends the appointment of M/s Contractor'' Nayak & Kishnadwala'' Chartered Accountants as Statutory Auditors of the company.

INTERNAL CONTROLS

The company has proper and adequate systems of internal control in order to ensure that all transactions are duly authorized'' recorded and reported correctly.

Internal Audit function is looked after by independent firm of Chartered Accountants'' M/s. Chaitanya Shah & Company appointed by the Company'' who conduct regular audit. Summarized Internal Audit Observations/Reports are reviewed by the Audit Committee on a regular basis. Both the Statutory as well as Internal Auditors independently evaluate the adequacy of internal control system. Based on the audit observations & suggestions'' the follow up & remedial measures are being taken on a regular basis.

FIXED DEPOSITS

During the year under review'' your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act'' 1956.

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 this Scheme.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees drawing remuneration covered under the Sub-Section (2A) of Section 217 of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975 as amended. Hence no particulars in this regard are furnished in the report.

CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 are set out in Annexure A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them'' your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act'' 1956:

1. in the preparation of the annual accounts'' the

applicable accounting standards have been followed and that there are no material departures;

2. they have'' in the selection of the Accounting Policies'' consulted the Statutory Auditors and have 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'' 2013 and of the profits of the Company for that period;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956'' for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from all investors'' clients'' vendors'' banks'' Stock Exchanges'' SEEPZ (SEZ)'' various statutory authorities and society at large.

Your Directors also place on record their appreciation for the contribution'' commitment and dedication of the employees of the Company.

For and on behalf of the Board of Directors

SAJID MALIK CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Dated: May 25'' 2013

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Mar 31, 2012

To, The Members of Genesys International Corporation Limited

The Directors have pleasure in presenting their Thirtieth Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended March 31, 2012.

RESULT OF OPERATIONS

The financial and operating highlights for the year under review, compared with the previous financial year, are given below:

(Rs. in Lakhs)

Particulars March 31, 2012 March 31, 2011

Total Revenue 9,821.44 9,757.26

Operating Profit before Depreciation, Finance costs & Taxes 3,598.27 5,766.17

Less: Provision for Depreciation and Amortization 1151.35 655.31

Less: Finance Costs 29.62 23.51

Operating Profit before Tax 2,417.30 5,087.35

Less: Exceptional Items 577.31 396.18

Profit before Tax 1839.99 4,691.17

Less: Current Tax 240.00 28.00

Less: Deferred Tax (44.60) (13.47)

Less: Tax adj. for earlier years - (44.28)

Net Profit After Tax 1,644.59 4,720.92

Balance brought forward from previous year 10,646.96 6,482.75

Amount transferred upon amalgamation of Genesys Worldeye Limited - 476.91

Amount available for appropriation 12291.55 11680.58

Appropriations:

Proposed Dividend 373.09 373.09

Dividend Distribution Tax 60.53 60.53

Amount transferred to General Reserve 175.00 600.00

Balance carried to Balance Sheet 11,682.93 10,646.96

Reserves and Surplus 14,046.69 12,835.72

DIVIDEND

Your Directors propose a dividend of Rs. 1.25 per Equity Share on 2,98,47,512 Equity Shares of Rs.5/- each for the year ended March 31, 2012 subject to the approval of Shareholders at the Thirtieth Annual General Meeting. The total outgo including tax on dividend would be Rs. 433.62 Lakhs (Previous year Rs. 433.62 Lakhs).

BUSINESS REVIEW AND FUTURE OUTLOOK

Your Company recorded total revenue of Rs. 9821.44 lakhs during the financial year under review as against Rs. 9757.26 lakhs in the previous financial year. The profit after tax during the financial year under review was Rs. 1644.59 lakhs as against Rs. 4720.92 lakhs in the previous financial year.

During the year under question, margins were under pressure due to higher operating costs. Most of the increase in costs were capacity and capability building related investments which the Company felt necessary to build anticipating revenue and business growth in the coming years. Your Company's investment in LIDAR technologies as well as its decision to invest its free cash in A.N. Virtual World Tech Ltd., we believe will accrue substantial benefits in the years ahead.

ALTERATION OF MAIN OBJECTS

Your Company in order to enlarge the scope of its current business activities altered the Main Objects of the Company to include the new business areas viz; On-Shore and Off-Shore Oil & Gas and any other field Surveys, Consultancy of Survey Engineering, Survey Planning, Aerial Photography by flying aircrafts, Aerial and Satellite Remote Sensing using different sensors like RADAR, Aeromag, LiDAR etc., from aerial and other platforms, Management System Engineering Consultancy and all such other activities ancillary thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section viz; Management Discussion and Analysis forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate section on Corporate Governance and a Certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement entered into with Stock Exchanges forms part of this Annual Report.

SHARE CAPITAL

There is no change in the authorised and paid-up Share Capital of the Company in comparison to previous year.

SUBSIDIARY COMPANIES

Genesys International (UK) Limited ceased to be the subsidiary of the Company, as your Company sold all its investment in Genesys International (UK) Limited, which had closed down its operations in the United Kingdom. Consequent to the same, GeODC Limited, UK, subsidiary of Genesys International (UK) Limited has in turn also ceased to be the subsidiary of your Company.

DIRECTORS

Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re- appointment.

Mr. Sajid Malik and Mr. Sohel Malik have been re- appointed as Chairman & Managing Director and Executive Director, respectively w.e.f. September 1, 2012 for the period of five years.

The detailed profiles of Mr. Sajid Malik, Mr. Sohel Malik, Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya are given in the Corporate Governance Report forming part of this Annual Report.

AUDITORS

The Statutory Auditors, M/s Contractor, Nayak & Kishnadwala, Chartered Accountants (ICAI Registration No. 101961W) retire at the forthcoming Annual General Meeting and have confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956 and willingness to accept office, if re-appointed. Resolution for their re- appointment as the Statutory Auditors for the financial year 2012-13, forms part of the Notice of Annual General Meeting and is recommended for your approval.

INTERNAL CONTROLS

The Company has proper and adequate systems of internal control in order to ensure that all transactions are duly authorized, recorded and reported correctly.

Internal Audit function is looked after by independent firm of Chartered Accountants, M/s. Chaitanya Shah & Company, Chartered Accountants, who conducts the regular internal audit. Summarized Internal Audit Observations/Reports are reviewed by the Audit Committee on a regular basis. Both the Statutory as well as Internal Auditors independently evaluate the adequacy of internal control system. Based on the audit observations and suggestions, remedial measures are being taken by the Company on a regular basis.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public during the year ended March 31, 2012.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing remuneration in excess of the limits prescribed, under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

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

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have 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, 2012 and of the profits of the Company for that period;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to thank all investors, clients, vendors for their continued support. The Board is grateful to the Bankers for extending timely assistance in meeting the financial requirements of the Company. It would further like to place on record their gratitude for the co-operation and assistance provided by Government Departments, SEEPZ (SEZ), STPI, Customs, MIDC, Stock Exchanges and other regulatory authorities.

Your Directors also wish to place on record their appreciation for the contribution made by the employees at all levels.

For and on behalf of the Board of Directors

SAJID MALIK

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Dated: May 29, 2012

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Mar 31, 2011

Dear Members,

The Directors are pleased to present their Twenty Ninth Annual Report on the business and operations of the Company and the statements of account for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

The Consolidated Results for the financial year ended March 31, 2011 are given below:

(Rs. in lakhs)

Particulars March 31, 2011 March 31, 2010

Revenue from Operations 9506.52 7428.58

Operating Profits before Depreciation, Interest and taxes 5560.44 4144.50

Less: Depreciation and amortization 660.99 245.84

Less : Interest 4.67 1.81

Operating Profit before tax and exceptional items 4894.78 3896.85

Less : Exceptional items - provision for diminution in value of investments 396.18 150.00

Less: Prior Period Adjustments - (13.25)

Profit before tax 4498.60 3760.10

Less: Current Tax 28.00 437.00

Less : Deferred Tax (47.71) 64.55

Less : Deferred Tax for earlier years - (10.38)

Less: Tax Adjustments for earlier years (44.28) (0.20)

Net Profit After Tax 4562.59 3269.13

Less: Share of Profit/ (Loss) of Minority (40.54) -

Net Profit 4603.13 3269.13

Interim Dividend - 149.24

Proposed Dividend 373.09 223.86

Dividend Distribution Tax 60.53 61.97

Transfer to General Reserve 600.00 400.00

Add: Balance brought forward 6835.05 4400.97

Balance carried to Balance Sheet 10404.56 6835.05

Reserves and Surplus 12595.81 8390.60

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.25 per Equity Share of Rs. 5/- each for the financial year ended March 31, 2011on the Share Capital of the Company subject to the approval of shareholders in the ensuing Annual General Meeting. The total outgo including tax on dividend would be Rs. 433.62 lakhs (Last year Rs. 435.07 Lakhs).

Business Review and Future Outlook

Over close to the past two years, your Company has spent substantial effort and successfully executed three important things: 1. Created one of the most unique and first ever content of Urban India, 2. Monetized it and 3.Created business cases for several markets.

With the transition of your Company into a content based solutions provider, we believe that a new phase in the Company's history has just begun. It coincides with what we believe will be the new positioning of geo data in the context of "search", "social media" and "navigation ". We believe the new environment wherein the intersection of social media, search and navigation will find good geo data content an important peg. Your Company's IP will prove to be of substantial value in the consumer space. Also, we believe in the Enterprise and Government markets wherein wider acceptance and realization of the benefits of good geo data is being increasingly felt.

With a vision to be India's premier geo data content player, we believe the future augurs well for our Company.

Management Discussion and Analysis Report

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Corporate Governance

A Report on Corporate Governance along with a Certificate from Mr. Raju Ananthanarayanan, Practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

Share Capital

During the year under review, the Authorised share capital of your Company was increased from Rs, 15,00,00,000/- (Rupees Fifteen Crores only) to Rs. 25,00,00,000/-(Rupees Tewenty Five Crores only) dividend into 5,00,00,000 (Five Crores) Equity Shares of Rs. 5 each vide Ordinary Resolution passed through Postal Ballot on June 14, 2010. Futher, it was amended to Rs. 25,50,00,000/- (Rupees Twenty Five Crores and Fifty Lakhs only) divided into 5,10,00,000 (Five Crores and Ten Lakhs) Equity Shares of Rs. 5 each pursuant to sanction of Scheme of Amalgamation between Genesys Worldeye Limited, a wholly owned subsidiary of your Company with the Company as per Sections 391 to 394 of the Companies Act, 1956 vide Order of High Court of Judicature at Bombay dated December 16, 2010.

However, the paid up share capital of the Company remained unchanged in comparion to previous year.

Amalgamation of Genesys Worldeye Limited into the Company

Honourable High Court of Bombay vide its order dated December 16, 2010 has sanctioned the scheme of amalgamation of Genesys Worldeye Limited, a wholly owned subsidiary of your Company with your Company with effect from Appointed date i.e. April 1, 2010. The benefits of the Amalgamation inter alia include greater integration, greater financial strength and flexibility, efficiency in cash management, improved organizational capability and strong leadership for the amalgamated entity. This has helped in maximizing the overall shareholder value, and has also improved the competitive position of the combined entity.

Subsidiaries

During the year under review, Aerial Surveyor Limited, UK a step down wholly owned subsidiary company has been dissolved. Aerial Surveyor Limited, UK was a Wholly Owned Subsidiary of Genesys International (UK) Limited, your Company's wholly owned subsidiary company. Further, Genesys International (UK) Limited has acquired a further equity stake of 19.88 % in GeODC Limited, UK taking its total shareholding to 69.88%. By virtue of the same, GeODC Limited, UK has became a step down subsidiary of your Company.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary companies and the related detailed information shall be made available to any Member of the Company seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any Member at the Registered Office of the Company.

Consolidated Financial Statements

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors' Report form part of the Annual Report.

Directors

Mr. Anil Kumar Lakhina was appointed as an Additional Director of the Company with effect from January 12, 2011 at the Meeting of Board of Directors held on the same day. The Company has received a Notice from a Member signifying his intention to propose Mr. Lakhina for the office of Director at the forthcoming Annual General Meeting.

Mrs. Saroja Malik and Mr. Hemant Majethia, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Detailed information pertaining to the Directors are given in the Corporate Governance Report forming part of this Annual Report.

Auditors

M/s Contractor, Nayak & Kishnadwala, Chartered Accountants (ICAI Registration No. 101961W) retire as Auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment. M/s Contractor, Nayak & Kishnadwala, Chartered Accountants, have also furnished a certificate of its eligibility for re-appointment under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment as Auditors.

Internal Controls

Your Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all transactions carried out are authorised, recorded and reported correctly.

During the year under review, Internal Audit of the Company has been carried out by an independent firm of Chartered Accountants, M/s. Chaitanya Shah & Company.

Public Deposits

Your Company has not accepted any deposits from the public or its employees and as such, no amount on account of principal or interest on deposits was outstanding as on the date of Balance Sheet.

Employee Stock Option Scheme:

Your Company has introduced an Employees Stock Option Scheme named as ‘GENESYS ESOP SCHEME -2010' for the Employees and Directors of the Company and its Subsidiary Companies. However, no Options have been sanctioned till date under this Scheme.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 73,454/- to Investor Education and Protection Fund, in compliance with the provision of section 205C of the Companies Act, 1956. The said amount represents dividend for the financial year 2002-03, which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

Particulars of Employees

The Company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide

Companies (Particulars of Employees) Amendment Rules, 2011. Hence, no information is required to be appended to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure A to this Report.

Directors Responsibility Statement

In terms of the provisions of Section 217 (2AA) of the Companies Act 1956, your Directors confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures.

b) the selected accounting policies were applied consistently and the Directors 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, 2011 and of the profits of the Company for the year ended on that date.

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis.

Acknowledgement

In conclusion, your Directors wish to place on record their sincere appreciation for the untiring efforts and contributions made by employees at all levels to ensure that the Company continues to grow and excel. The Board gratefully acknowledges the valuable guidance and co-operation received from the Government Departments, Bankers, SEEPZ (SEZ), STPI, Customs, MIDC, Customers, Stock Exchanges and other regulatory authorities. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

On Behalf of the Board of Directors

SAJID MALIK

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Dated: May 30, 2011

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Mar 31, 2010

We are pleased to present our 28th Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2010.

Financial Highlights

The Consolidated Results for the financial year ended March 31, 2010 are given below:

(Rs. in lakhs)

Particulars March 31, 2010 March 31, 2009

Revenue from Operations 7428.58 8354.19

Operating Profits before Depreciation, Interest and taxes 4144.50 3486.74

Less: Depreciation and amortization 245.84 223.49

Less : Interest 1.81 37.77

Operating Profit before tax and exceptional items 3896.85 3225.48

Less : Exceptional items - provision for diminution in value of investments 150.00 150.00

Less: Prior Period Adjustments (13.25) -

Profit before tax 3760.10 3075.48

Less:

Current Tax 437.00 98.75

Fringe Benefit Tax - 17.81

Deferred Tax 64.55 (139.72)

Deferred Tax for earlier years (10.38) -

Wealth Tax - 0.28

Tax Adjustments for earlier years (0.20) -

Net Profit After Tax 3269.13 3098.36

Add: Balance brought forward 4400.97 1951.82

Amount available for appropriation 7670.10 5050.18

Interim Dividend 149.24 -

Proposed Dividend 223.86 298.48

Dividend Distribution Tax 61.97 50.73

Transfer to General Reserve 400.00 300.00

Balance carried to Balance Sheet 6835.03 4400.97

Reserves and Surplus 8390.60 5546.82

Dividend

The Company had paid an Interim Dividend of 10% (Re.1/- per equity share of Rs.10/- each) and recommended a Final Dividend of 15% (Rs.1.50 per equity share of Rs.10/- each) aggregating to 25% out of the profits, on the paid-up equity share capital, for the year ended March 31, 2010. Subsequently, the Company sub- divided the equity shares of Rs. 10/- each into 2 Equity shares of the face value of Rs.5/- each thro’ shareholders’ approval by Postal Ballot. The final dividend of 15% recommended by the Board will therefore be paid on equity shares of Rs. 5/- each subject to the approval of shareholders in ensuing Annual General Meeting. The total outgo including tax on dividend would be Rs. 435.07 Lacs (Last Year: Rs. 349.21 Lacs).

Business Review and Future Outlook

In the coming year onwards the Companys business model will change to a content and solutions Company. The licensing deal we have done for the Mobile Vas space will be a large propellor for the Company. And the Companys goal is to license its data and solutions to various verticals.

The Company seeks to emulate the succesful content models the GIS space has seen and work towards the value creation that it has witnessed.

Subsidiaries

As required under section 212 of Companies Act, 1956, the audited statements of accounts along with the Company’s subsidiaries, viz. Genesys International (UK) Limited, Aerial Surveyor Limited, U.K. and Genesys Worldeye Limited (India) and respective Auditors’ Reports thereon for the year ended March 31, 2010 are annexed to this report.

Consolidated Financial Statements

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the Accounting Standard AS-21 & AS-27 read with Accounting Standard AS-23 issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors’ Report form part of the Annual Report.

Directors

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ganapathy Vishwanathan and Mr. Ganesh Acharya, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Further details about Directors are given in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s Contractor, Nayak & Kishnadwala, Chartered Accountants, Auditors of the Company (ICAI Registration No. 101961W) retire at the ensuing Annual General Meeting and are eligible for re- appointment. M/s Contractor, Nayak & Kishnadwala, Chartered Accountants, have confirmed that their re-appointment, if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment as Auditors.

Internal Controls

Company has appointed an independent firm of Chartered Accountants, M/s. Chaitanya Shah & Company, Chartered Accountants as Internal Auditors. The Audit Committee of the Board addresses significant issues raised by the Internal Auditors and Statutory Auditors. This provides an objective assurance to the Board and Audit Committee regarding the adequacy and effectiveness of the internal control system.

Fixed Deposits

The Company has not accepted any Deposits and as such, no amount of principal or interest was outstanding as on the date of Balance Sheet. Share Captial and Sub-division of Equity Shares

The Company has increased its Authorised Capital to Rs. 25 Crores and Sub-divided the existing equity shares of Rs.10/- each into two equity shares of Rs.5/- each vide resolutions passed by shareholders through Postal Ballot on June 14, 2010. Pursuant to the Sub-division of equity shares of the Company, a New ISIN – INE727B01026 has been allotted by the Depositories.

Employees Stock Option Scheme

Employees Stock Option Scheme named as ‘GENESYS ESOP SCHEME -2010’ to the Employees and Directors of the Company and its Subsidiary Companies has been approved by the shareholders through Postal Ballot on June 14, 2010. The Company will adopt the intrinsic value method for valuation of the options granted. The Company has received the in-principle approvals of ESOP Scheme from the Stock Exchanges.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 1,04,130/- to Investor Education and Protection Fund, in compliance with the provisions of section 205C of the Companies Act, 1956. The said amount represents dividend, which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

Particulars of Employees

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, the names and other particulars of the employees are required to be set out in annexure to the Directors’ Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being send to all members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto marked Annexure–A and forms part of this Report.

Corporate Governance

The Company has complied with the Corporate Governance as stipulated under the Listing Agreement with stock exchanges. A separate section on corporate governance along with a Certificate from the Auditors confirming the compliance is annexed and forms part of the Annual Report.

Directors Responsibility Statement

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that;

a) In preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

b) The selected accounting policies were applied consistently and the Directors 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, 2010 and of the profits of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors take this opportunity to express their deep sense of gratitude to the Government Departments, Bankers, SEEPZ (SEZ), STPI, Customs, MIDC, Stock Exchanges, other regulatory authorities, Customers, shareholders and investors for their continued guidance, co-operation and support to the Company.

Your Directors also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by employees at all levels for their contribution to the success achieved by the Company.

On Behalf Of The Board Of Directors

SAJID MALIK CHAIRMAN AND MANAGING DIRECTOR

Place: Mumbai Dated: July 31, 2010