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GENESYS INTERNATIONAL CORPORATION LIMITEDNOTESform are requested to write their Folio Number in15. Companies have been permitted to send officialthe Attendance Slip for attending the Meeting.documents to their Shareholders electronically asa part of Green Initiative in Corporate Governance11. C o r p o r a t e m e m b e r s i n t e n d i n g t o s e n d t h e i rby Ministr y of Corporate Af fairs vide Circularauthorized representative to attend the meetingare requested to send to the Company a certifiedNos. 17/2011 and 18/2011 dated April 21, 2011copy of the Board Resolution pursuant to Sectionand April 29, 2011 respectively. In accordance187 of the Companies Act, 1956 authorizing theirwith the same and as the Company’s contributionrepresentative to attend and vote on their behalftowards this noble initiative, we are sending Noticeat the meeting.convening the Annual General Meeting, DirectorsReport, Auditors Report, Financial Statements etc12. Consequent upon the introduction of Section 109Ato the e-mail address registered by you with theof the Companies Act, 1956, Members are entitledDepositories. Members are requested to updateto make a nomination in respect of shares held bythe e-mail address with depository to ensure thatthem in physical form. Members desirous of makingthe Annual Repor t and other documents reacha nomination are requested to send their requestsin Form No. 2B (which shall be made availabletheir desired e-mail address. All those memberson request) to the Registrar and Share Transferwho have not registered their e-mail addressesAgent of the Company. Members holding sharesare also requested to support this Green Initiativein electronic form may contact their respectiveby registering their e-mail addresses for receivingdepository participants for availing the said facility.electronic communications.13. Non- Resident Indian Shareholders are requestedto inform the Company immediately:a)By Order of the Board of DirectorsFor GENESYS INTERNATIONAL CORPORATION LIMITEDThe change in residential status on return to Indiafor permanent settlement.b)SUNIL DHAGECOMPANY SECRETARYThe particulars of NRE Bank Account maintained inIndia with complete name and address of the Bank,Registered Office:if not furnished earlier.73A, SDF-III, SEEPZAndheri (E)14. Disclosure pursuant to Clause 49 of the ListingMumbai 400 096Agreement with respect to the Directors seekingappointment /re-appointment at the forthcomingAnnual General Meeting is provided in the ReportPlace: Mumbaion Corporate Governance forming part of AnnualDated: May 25, 2013Report.8

DIRECTORS’ REPORTTo,The Members ofGenesys International Corporation Ltd.Dear Members,Your Directors are pleased to present the 31st Annual Report and the Audited Accounts for the financial year endedMarch 31, 2013.RESULT OF OPERATIONSThe summarised financial performance of the Company, for the year ended March 31, 2013 is enumerated below:( in Lakhs)ParticularsMarch 31, 2013March 31, 201211,874,449,821.44Operating Profit before Depreciation, Finance costs & Taxes3,755.293,598.27Less: Provision for depreciation and 17.30--577.312,371.571,839.99Total RevenueLess: Finance CostsOperating Profit before Tax and Exceptional ItemsLess: Exceptional ItemsProfit before TaxLess: Current 9Balance brought forward from previous year11,682.9310,646.96Profit available for Appropriation13,745.0612,291.55Proposed Dividend74.62373.09Dividend Distribution Tax12.6860.53225.00175.00Balance carried to Balance Sheet13,432.7611,682.93Reserves and Surplus16,021.5214,046.69Less: Deferred TaxLess: Tax adj. for earlier yearsNet Profit After TaxAmount transferred to General ReserveDIVIDENDThe 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 totaldividend payout works to Rs. 87.30 Lakhs including Tax on Dividend. (Previous year Rs. 433.62 Lakhs)9

GENESYS INTERNATIONAL CORPORATION LIMITEDBUSINESS REVIEW AND FUTURE OUTLOOKSHARE CAPITALDuring the financial year under review, the CompanyThe Authorised and Paid-up Share Capital of the Companyhas underwent no changes in comparison to previous year.achieved the total revenue of Rs. 11,874.44 lakhs ascompared to Rs. 9,821.44 lakhs in the previous financialyear. The Profit after tax during the financial year underDIRECTORSreview stood at Rs. 2,062.13 lakhs as against Rs. 1,644.59Mr. Hemant Majethia and Mrs. Saroja Malik retire byrotation and are eligible for re-appointment.lakhs in the previous financial year.A brief profile of the said Directors as required by Clause49(IV)(G) of the Listing Agreement is provided in the CorporateGovernance Report forming part of the Annual Report. TheBoard of Directors recommends their appointment for yourapproval in the ensuing Annual General Meeting.The Company has made substantial investments ininfrastructure and manpower anticipating growth indomestic and international business. Our focus on advancesurvey techniques have begun to pay off and the trendwill continue in coming years. With the expected closureof several large business accounts, we should be able toAUDITORSimprove our margins and increase revenues. During theM /s Contractor, Nayak & K ishnadwala, Char teredAccountants (ICAI Registration No. 101961W), theStatutory Auditors retire at the ensuing Annual GeneralMeeting and are eligible for re-appointment u/s 224 (1B)of the Companies Act, 1956. The company proposes to reappoint M/s Contractor, Nayak & Kishnadwala as StatutoryAuditors of the company from the conclusion of the ensuingAnnual General Meeting up to the conclusion of the nextAnnual General Meeting of the Company.current financial year, our initiative ‘Virtual World’ willbe launched. This is a location based service platform,which will allow users to search and discover merchantsand points of interests in all top cities of India. We believethis will be a major value driver for our Company in theyears to come.MANAGEMENT DISCUSSION AND ANALYSIS REPORTThe Management Discussion and Analysis Report ofThe Audit Committee and the Board recommends theappointment of M/s Contractor, Nayak & Kishnadwala,Chartered Accountants as Statutory Auditors of the company.financial condition and results of operations of theCompany for the year under review as required underClause 49 of the Listing Agreement with the StockExchanges, is given as a separate statement forming partINTERNAL CONTROLSof this Annual Report.The company has proper and adequate systems of internalcontrol in order to ensure that all transactions are dulyauthorized, recorded and reported correctly.CORPORATE GOVERNANCEThe Repor t on Corporate Governance as stipulatedInternal Audit function is looked after by independentfirm of Chartered Accountants, M/s. Chaitanya Shah &Company appointed by the Company, who conduct regularaudit. Summarized Internal Audit Observations/Reports arereviewed by the Audit Committee on a regular basis. Boththe Statutory as well as Internal Auditors independentlyevaluate the adequacy of internal control system. Basedunder Clause 49 of the Listing Agreement forms part ofthe Annual Report. The requisite Certificate from Mr.Raju Ananthanarayanan, Practicing Company Secretaryconfirming compliance with the conditions of CorporateGovernance as stipulated under the aforesaid Clause 49is attached to this Report.10

on the audit observations & suggestions, the follow up& remedial measures are being taken on a regular basis.applicable accounting standards have been followedand that there are no material departures;2. they have, in the selection of the AccountingPolicies, consulted the Statutory Auditors and haveapplied them consistently and made judgements andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany as at March 31, 2013 and of the profits ofthe Company for that period;FIXED DEPOSITSDuring the year under review, your Company has neitherinvited nor accepted any fixed deposits from the publicwithin the meaning of Section 58A of the Companies Act,1956.EMPLOYEE STOCK OPTION SCHEME3. they have taken proper and sufficient care to the bestof their knowledge and ability for the maintenanceof adequate accounting records in accordance withthe provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;‘GENESYS ESOP SCHEME -2010’ has been introduced asEmployee Stock Option Scheme for the Employees andDirectors of the Company. However, your Company hasnot sanctioned any Options till date under this Scheme.PARTICULARS OF EMPLOYEES4. they have prepared the annual accounts on a goingconcern basis.During the year under review there were no employeesdrawing remuneration covered under the Sub-Section(2A) of Section 217 of the Companies Act, 1956 readwith the Companies (Particulars of Employees) Rules,1975 as amended. Hence no particulars in this regard arefurnished in the report.ACKNOWLEDGEMENTYour Directors wish to express their grateful appreciationfor the valuable support and co-operation received fromall investors, clients, vendors, banks, Stock Exchanges,SEEPZ (SEZ), various statutory authorities and societyat large.C O N S E R V A T I O N O F E N E R G Y, T E C H N O L O G YABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGOYour Directors also place on record their appreciationfor the contribution, commitment and dedication of theemployees of the Company.Particulars required to be disclosed under the Companies(Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 are set out in Annexure A to thisReport.For and on behalf of the Board of DirectorsDIRECTORS RESPONSIBILITY STATEMENTSAJID MALIKCHAIRMAN & MANAGING DIRECTORTo the best of knowledge and belief and according tothe information and explanations obtained by them, yourDirectors make the following statement in terms of Section217 (2AA) of the Companies Act, 1956:Place: MumbaiDated: May 25, 20131. in the preparation of the annual accounts, the11

GENESYS INTERNATIONAL CORPORATION LIMITEDANNEXURE ‘A’TO THE DIRECTORS’ REPORTprovide tolerance against multiple disk failures. Indigenoustechnology available is continuously being upgraded toimprove overall performance. Your company has adoptedsome of the industry best practices for Information Securityand is certified for ISO 27001:2005 ISMS (InformationSecurity Management System) certification. Your Companyhas an extensive communication infrastructure connectingits various offices in India and USA. The communicationParticulars of Conservation of Energy, Research&Development, Technology Absorption and ForeignEarnings and Outgo as per Section 217 (1) (e) of theCompanies Act, 1956 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules,1988for the year ended March 31, 2013.Conservation of Energynetwork is equipped with adequate bandwidth for cateringto communication & data transfer requirements between allthe production centers.Your Company has proactively taken steps to increase energyefficiency at its production facilities. Your Company in a phasewise manner is replacing its old Packaged Air Conditionerunits with newer units that are energy efficient in comparison.Further, your Company has trained its work force to adoptwork practices that will reduce the energy consumptionrequirement at our production facilities. Your Company hasensured that all hardware equipments procured during theyear are energy efficient.Data Backup & disaster recovery is planned in detail, withoffsite storage of backups & mock restoration for dataintegrity check. Overall Network & Systems managementcapabilities have been fortified further for real time monitoring& alerting of services. The Internal controls for Informationsafety & security are aligned as per ISO 27001 guidelines.There are plans to incorporate state-of-the-art technologyfor its Datacenters.Research and DevelopmentYour Company is currently doing pioneering research in theapplication areas of Mobile mapping and Terrestrial Lidarfor Mining, Defense, Roads, Water Resources, Oil & Gas,Railways, Disaster Management, Telecom and Power. It isworking closely with leading universities as well as worldexperts in this field. Our R & D efforts are being recognized byour customers as well as other peers in the industry segmentsthat your Company operates in.Foreign Exchange Earnings & OutgoThe required information on foreign exchange earnings andoutgo is contained in the Notes forming part of Accounts.For and on behalf of the Board of DirectorsTechnology absorption, adaptation, and innovationSAJID MALIKCHAIRMAN & MANAGING DIRECTORYour company has enhanced its IT infrastructure to cater to thestringent project and process requirements. The infrastructureincludes servers and storage devices designed to provide highperformance, data fault-tolerance and scalability. All serversand storages are protected using RAID configurations toPlace: MumbaiDated: May 25, 201312

Corporate Governance1.Company’s Philosophy on Corporate Governance:including the Chairman & Managing Director and fourIndependent Directors as defined under the ListingAgreement with Stock Exchanges. The Board isextremely committed in discharging its fiduciaryresponsibilities and provides leadership, strategicguidance, objective based independent view to theCompany's management. This helps to ensure thatthe rights of all stakeholders are protected.Your Company believes that Corporate Governance isessential to all the functions of the organization in orderto create value for its Employees, Shareholders, Clients,Government and the Society at large. In accordance withthe same, the Directors and Employees strongly upholdthe values of integrity, transparency, responsibility, andaccountability.The Company believes that strong Corporate Governanceis not just merely to meet the statutory requirements,but also imbibing the best practices of CorporateGovernance in the working of the organization.None of the Directors on the Board is a Memberof more than 10 Committees and Chairman ofmore than 5 Committees (Committees being AuditCommittee and Shareholders’/ Investors’ GrievanceCommittee, as per Clause 49 I (C) (ii) of the ListingAgreement), across all the companies in whichhe/she is a Director. The necessary disclosuresregarding committee positions have been made byall the Directors. None of the Directors hold officein more than 15 companies.Composition of Board, their positions, numberof Equity Shares held, relationship with otherDirectors, other Directorships and membershipsof Committees held by each of them as onMarch 31, 2013Your Company has complied with the guidelines onCorporate Governance stipulated in Clause 49 of theListing Agreement executed with the Stock Exchanges.The disclosure requirements pertaining to the same areenumerated herein below:2. Board of Directors:I. CompositionAs of the date of the Report, your Company has 7Directors, comprising of three Executive Directors,NameCategoryNo. of EquityShares of facevalue of Rs.5/each held as onMarch 31, 2013Number ofDirectorship(s) held inother Public LimitedCompanies as onMarch 31, 2013*Mr. Sajid MalikChairman & Managing4,03,088DIN: 00400366Director- Promoter GroupMrs. Saroja MalikWhole-Time Director3,85,758DIN: 00400421Promoter GroupMr. Sohel MalikExecutive Director70,60,400DIN: 00987676Promoter GroupMr. Ganapathy VishwanathanNon Executive50,372DIN: 00400518Independent DirectorMr. Hemant MajethiaNon Executive10,304DIN: 00400473Independent DirectorMr. Ganesh AcharyaNon Executive49,974DIN: 00702346Independent DirectorMr. Anil Kumar LakhinaNon ExecutiveNILDIN: 00075255Independent DirectorMr. Sajid Malik, Mrs. Saroja Malik and Mr. Sohel Malik are related to each other.Number ofCommittee(s)position held in otherCompanies as onMarch 31, 2013**Member Chairman5NILNIL22NILNILNILNIL1222NILNIL22221NIL* Excludes Directorships in associations, private, foreign and Section 25 companies.** Represents Chairmanships/Memberships of Audit Committee and Shareholders’/Investors’ Grievance Committee.13

GENESYS INTERNATIONAL CORPORATION LIMITEDII. Attendance, Roles and practices of the Board:Minutes are confirmed by the Board members at thenext Meeting. Departmental Heads are invited toprovide additional inputs for the items being discussedby the Board as and when necessary.The Board meets atleast once in a quarter to reviewthe quarterly results and to transact the other itemson agenda. Additional meetings are held as and whennecessary. The Company Secretary prepares theagenda for each meeting, along with comprehensivebackground information on the items in the Agenda inconsultation with the Executive Directors and ChiefFinancial Officer and circulates the same in advanceto the Directors. The Minutes of the proceedings ofthe Meetings are noted and the draft Minutes arecirculated amongst the Members of the Board for theirperusal and feedback. Comments, if any, receivedfrom the Directors are recorded in the Minutes, inconsultation with the Chairman of the Meeting. TheIn the Financial Year 2012-2013, Five (5) Board ofDirectors’ meetings were held on the following dates:1. May 29, 20122. August 10, 20123. October 16, 20124. November 09, 20125. February 14, 2013The necessary quorum was present in all the meetings.Attendance at the Board Meetings during theFinancial Year ended March 31, 2013 and last AnnualGeneral Meeting held on September 28, 2012NameCategoryMr. Sajid MalikMrs. Saroja MalikMr. Sohel MalikMr. Hemant MajethiaMr. Ganapathy VishwanathanMr. Ganesh AcharyaMr. Anil Kumar LakhinaChairman & Managing DirectorWhole-Time DirectorExecutive DirectorNon- Executive Independent DirectorNon- Executive Independent DirectorNon- Executive Independent DirectorNon- Executive Independent Director3. Board CommitteesI.No. of BoardAttendance at lastMeetings attended AGMout of 5 Meetingsheld4Yes4Yes1No4No4Yes4YesNILNoThe Audit Committee assesses and reviews the financialreporting system to ensure that financial statementsare correct, sufficient and credible. It reviews with themanagement quarterly and annual financial statementsbefore their submission to the Board. It also providesproper direction and oversees the operations of totalaudit function including the organization, operationand quality control of internal audit and external audit,besides reviewing the adequacy of internal controls.Audit CommitteeAudit Committee significantly plays a major role infurthering the principles of corporate governance ina company and in turn, enhances the efficiency andefficacy of the Company's Board of Directors.Understanding the value of good governance forupkeep of the Company, the Board of Directors hasconstituted an Audit Committee and entrusted thatcommittee with a task to assist the Board in upholdingthe tenets of transparency, integrity, accountabilityand independence while implementing, monitoring andevaluating its policies to the bene

GENESYS INTERNATIONAL CORPORATION LIMITED NOTICE NOTICE is hereby given that the Thirty First Annual General Meeting of Genesys International Corporation Limited will be held on Friday, September 20, 2013 at 2.30 p.m. at Kohinoor Continental, Andheri Kurla Road, Andheri (East) Mumbai 400 059, Maharashtra to transact the following business: