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Genesys International Corporation Ltd.

BSE

  • 186.10 1.70 (0.92%)
  • Vol: 5115
  • BSE Code: 506109
  • PREV. CLOSE
    184.40
  • OPEN PRICE
    185.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    187.00(100)

NSE

  • 185.85 0.00 (0%)
  • Vol: 31128
  • NSE Code: GENESYS
  • PREV. CLOSE
    185.85
  • OPEN PRICE
    183.05
  • BID PRICE (QTY.)
    185.85(49)
  • OFFER PRICE (QTY.)
    0.00(0)

Genesys International Corporation Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

1. COMPANY'S PHILOSOPHY ON CORPORATE

GOVERNANCE

At Genesys International Corporation Limited, Corporate Governance has been an integral part of the business since inception. Our Corporate Governance Policy is based on Integrity, transparency, accountability and compliance with laws, which are the columns of good governance and ensure ethical and responsible leadership both at the Board and Management level. The Directors and Employees of your Company strongly believe that Corporate Governance is a continuous process and strive to improve the Corporate Governance practices to meet shareholders' expectations.

The Company has earned the trust and goodwill of its investors, business partners, employees by complying with the requirements of Corporate Governance as laid down under Clause 49 of the Listing Agreement executed with the Stock Exchanges, from time to time.

2. BOARD OF DIRECTORS

I. Composition

The composition of the Board is in compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. As on March 31, 2015, the Board of Directors of the Company comprised of 7 (Seven) Directors including three Executive Directors and Four Independent Directors. All Directors possess the requisite qualifications and experience in management, technology, finance, tax laws and marketing. The Company is managed by the Board of

II. Attendance, Roles and practices of the Board

During the year 2014-15, the Board met seven (7) times. All Board meetings were conducted in structured and planned manner facilitating effective discussion and decision making.

The Notice specifying the date, time and venue of the Meetings is communicated to Board Members well in advance. The agenda is circulated seven days in advance to the Board Members. The proposed agenda setting out the business to be transacted are backed by comprehensive information and documents (except for the critical price and sensitive information, which is circulated at the meeting) to enable the Board to take informed decisions. The gap between two Board Meetings did not exceed 120 days.

The Board periodically reviews the items required to be placed before it and in particular reviews and approves quarterly / half yearly unaudited financial statements and the audited annual financial statements, business plans etc. The Board periodically reviews compliance reports of all laws applicable to the Company, signed by the concerned Head of the Departments. It monitors overall operating performance and reviews such other items, which require Board's attention.

The draft minutes of the proceedings of the meeting are circulated among the Board Members for their comments. Comments, if any, received from the Directors are recorded in the minutes, in consultation with the Chairman of the Meeting.

In the financial year 2014-15, seven (7) Board of Directors' meetings were held on the following dates:

1. May 29, 2014 2. August 13, 2014 3. August 28, 2014 4. September 29, 2014 5. November 14, 2014 6. January 21, 2015 7. February 13, 2015

The required quorum was present at all the meetings.

Attendance of Directors at Board Meetings during the Financial Year ended March 31, 2015 and last Annual General Meeting held on September 29, 2014

In terms of Section 152(6) of the Companies Act, 2013, the Independent Directors of the Company are not liable to retire by rotation.

3. BOARD COMMITTEES

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following committees:

I. Audit Committee

The Audit Committee acts as a link between the Statutory & Internal Auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, review the Company's established systems and processes for internal financial controls, governance and oversee the Company's Statutory and Internal Audit activities.

The Company's Audit Committee is entrusted with the  powers and roles in accordance with the requirements of the Listing Agreement and the Companies Act, 2013.

The Composition of the Audit Committee meets the criteria  of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. All Committee Members, who are Independent Directors, have sound knowledge  of accounts, audit, finance, taxation, internal controls etc. The Chairman, Mr. Ganapathy Vishwanathan, is a  financial expert with experience of over 2 decades in  financial matters.

The terms of reference of the Audit Committee are broadly  as under:

* Oversight of the company's financial reporting process and the disclosure of its financial information to ensure * that the financial statements are correct, sufficient and credible.

* Recommending appointment or removal of the Auditors,  fixation of audit fees, approval of payment for any other services rendered by the Auditors.

* Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of section 134(3)(c) of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by management

d) Significant adjustments made, if any, in the financial statements arising out of audit findings

e) Compliance with listing agreement and other legal requirements relating to financial statements

f) Disclosure of any related party transactions

g) Qualifications, if any, in the draft audit report

•Reviewing with the management, quarterly financial statements, before its submission to the board for approval

•Review and monitor the Auditors' independence and performance, and effectiveness of audit process;

•Approval or any subsequent modification of transactions of the company with related parties;

•Scrutiny of inter-corporate loans and investment, if any;

•Valuation of undertakings or assets of the company, wherever it is necessary;

•Evaluation of internal financial controls and risk management system;

•Reviewing with the management, performance of Statutory and Internal Auditors, adequacy of the internal control system

•Reviewing the adequacy of internal audit function, including the staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

• Discussing with Internal Auditors any significant findings and follow up there on.

•Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity, if any, or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussing with Statutory Auditors about the nature and scope of audit and ascertain post audit any area of concern.

• Reviewing reasons for defaults in the payment to the shareholders (in case of non-payment of declared dividends) and creditors, if any.

• Reviewing the functioning of the Whistle Blower mechanism.

• Review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions;

c) Management letters / letters of internal control weaknesses, if any, issued by the Statutory Auditors;

d) Internal Audit reports relating to internal control weaknesses, if any;

e) The appointment, removal and terms of remuneration of the Internal Auditor

• Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background etc. of the candidate;

• Such other functions, as may be assigned by the Board of Directors from time to time or as may be stipulated under any law, rule or regulation including the Listing Agreement and the Companies Act, 2013

In the financial year 2014-15, six (6) Committee meetings were held on the following dates:

1. May 29, 2014 2. August 13, 2014 3. August 28, 2014 4. September 29, 2014

5. November 14, 2014 6. February 13, 2015

The Company Secretary acts as the Secretary to the Committee and attended 5 Committee meetings. Chief Financial Officer Mr. Ratan Das and representatives of Statutory Auditor were invitees for all audit committee meetings.

The Chairman of the Audit Committee, Mr. Ganapathy Vishwanathan, was present at the Thirty Second Annual General Meeting held on September 29, 2014 to answer the shareholders' queries.

II. Stakeholders' Relationship Committee

The Committee is responsible for the satisfactory redressal of investors' complaints and recommends measures for overall improvement in the quality of investor services. The Committee also looks into allotment of shares, transfer of shares, non-receipt of dividend / notices / annual reports, change of address etc.

In the financial year 2014-15, five (5) Committee meetings were held on the following dates:

1. May 29, 2014 2. August 13, 2014 3. September 29, 2014 4. November 14, 2014 5. February 13, 2015

The Committee comprises of three members and is chaired by an Independent Director.

Mr. Sunil Dhage, Company Secretary acts as Secretary to the Committee in addition to being the Member of the Committee. He also acts as the Compliance Officer of the Company and is entrusted with the responsibility for complying with the requirement of the Listing Agreement and liaising with authorities such as Stock Exchanges, SEBI, Registrar of Companies, Ministry of Corporate Affairs etc. with respect to investor services and related matters.

Terms of Reference of the Committee inter-alia cover redressal of the investors' complaints like non receipt of annual reports, dividend payments, change or deletion of name, issue of duplicate share certificates, dematerialization, transfer, transmission, sub-division, consolidation, if any and other allied transactions.

To redress investor grievances, the Company has a dedicated e-mail ID, investors@igenesys.com  to which shareholders may send complaints / grievances.

III. Nomination & Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, and Clause 49 of the Listing Agreement, terms of reference of Nomination and Remuneration Committee, inter alia, includes:

•  to review and recommend the structure, size and composition of the Board of Directors and Committees;

•  to formulate standards for determining Qualification, positive attribute and independence of a Director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel (KMP) and other employees;

• Formulation of criteria for performance evaluation of Independent Directors and the Board;

•  Devising a policy on Board diversity;

•  Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

•  to evaluate every director's performance and set appropriate performance benchmarks;

•  To ensure that the level and composition of remuneration is reasonable and sufficient to attract,retain and motivate directors;

•  any other related activities as the Committee or the Board deems necessary or appropriate

The Committee comprises of three Independent Directors and it recommends to the Board the remuneration packages of directors including commission and any compensation payment.

REMUNERATION POLICY

The Committee has formulated Policy for Remuneration of Directors, KMP & Other employees. Salient feature of the Policy are as follows. The detailed policy would be made available on request.

* All executive Directors will have a component of Fixed Salary, which may be fixed for the whole tenure or in a graded pay scale basis in addition to perks such as HRA, Medical Reimbursement, LTA, Personal accident insurance etc.

* Executive Directors will be entitled for actual entertainment and traveling expenses incurred for business purposes.

* Non-executive Directors shall be entitled to payment of sitting fees for attending each Board and Committee Meetings as may be decided by the Board, within the limit prescribed under the Companies Act, 2013 and rules made thereunder.

* Subject to the approval of the shareholders and within the overall limits as prescribed by the Companies Act, 2013, the Non - Executive Directors may be paid commission based on their expertise, responsibility and involvement in the affairs of the company.

* Non-Executive Directors' actual expenses in connection with Board and Committee Meetings are to be reimbursed. In addition, if a Non-Executive Director is travelling on Company's business, as permitted by the Board, he shall be entitled for his travelling and lodging expenses on actual basis.

* KMPs shall be paid salary and perquisites, like other employees of the Company based on their qualification, job experience, as may be applicable and as may be applicable to the grade, to which they belong.

* Above referred, Remuneration to Directors shall be within the overall limits prescribed under the Companies Act, 2013 and as approved by the members of the Company in General Meeting and in compliance with any other applicable rules, legislation in force.

The Nomination and Remuneration Committee met once on May 29, 2014 during the financial year under review.

IV. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014, the Board at its meeting held on May 29, 2014, constituted Corporate Social Responsibility Committee (CSR Committee) inter-alia to perform the following functions:

* To formulate CSR Policy of the Company;

* To recommend the amount of expenditure to be incurred on the CSR activities;

* Formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

* To identify the CSR activities and ensure that company spends, in every financial year, at least 2% of the average net profits of the company, as computed in accordance with the provisions of section 198, made during the 3 immediately preceding financial years;

* Monitor the CSR Policy of the Company and implementation from time to time;

* The CSR Committee shall prepare a transparent monitoring mechanism for ensuring implementation of the projects/ programmes/ activities proposed to be undertaken by the company; and

* Such other functions as the Board may deem fit.

The CSR Committee met twice on August 13, 2014 and February 13, 2015 during the financial year under review. As the CSR Committee is in the process of identifying appropriate avenues to spend the said amount, the Committee and the Board could not spend any amount on CSR during the year under consideration

* Such other functions as the Board may deem fit.

The CSR Committee met twice on August 13, 2014 and February 13, 2015 during the financial year under review. As the CSR Committee is in the process of identifying appropriate avenues to spend the said amount, the Committee and the Board could not spend any amount on CSR during the year under consideration

V. Risk Management Committee

The revised Clause 49 mandates constitution of the Risk Management Committee. This Committee has a robust framework to identify, monitor and minimise risks as well as identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

• Reviewing & evaluating the Risk Management Policy adopted by Board and practices with respect to risk assessment and risk management processes;

• Defining a framework for identifying, assessing, monitoring, mitigating and reporting risks.

• Oversight of risk management performed by the executive management;* Periodically reviewing risks and evaluate implementation including initiating mitigation actions;

The Risk Management Committee met once on February 13, 2015

VII. Executive Committee

This Committee deals with the day to day business affairs and facilitates seamless operations. This Committee is a  consultative committee where important business issues are discussed and performance reviewed periodically. The Committee informs the Board about important developments having bearing on the operational and financial performance of the Company.

Without prejudice to Board's authority, the role of the Executive Committee covers following matters:

* To consider, discuss and approve participation in tender, bid by the Company;

* To approve issue of performance guarantee, bid security in connection with participation in tender or performance of work;

* Banking operations and opening of new accounts etc.

* To authorise employee(s), officer(s), representative(s), or consultant(s) to negotiate, finalise, execute and sign applications, agreements, bonds, deeds, forms, tender documents etc.

* To do all such acts, deeds and things, required for smooth business operations and which does not require the specific approval of the Board of Directors

In the financial year 2014-15, Nine (9) Executive Committee meetings were held on the following dates:

1. April 04, 2014  2. May 02, 2014 3. July 04, 2014  4. July 28, 2014 5. August 04, 2014  6. August 25, 2014  7. September 22, 2014 8. January 09, 2014 9. March 17, 2014

4. CODE OF CONDUCT

The Company has laid down a Code of Conduct, under Clause 49 of the Listing Agreement, for all its Board Members and Senior Management Personnel for avoidance of conflicts of interest. A copy of the Code of Conduct, which explicitly outlines the rights and responsibilities of Directors and Senior Management Personnel, is also available on the Company's website (www.igenesys.com ).

There were no financial and commercial transactions, in which Board Members and Senior Management Personnel had personal interest, which could lead to potential conflict of interest with the Company during the year.

The declarations with regard to compliance with the Code of Conduct have been received for the year 2014­15 from all the Board Members and Senior Management Personnel. A declaration signed by the Chairman and Managing Director of the Company, regarding affirmation of the compliance with the Code of Conduct by the Board Members and Senior Management Personnel, is appended at the end of this report.

5. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In accordance with SEBI (Prohibition of Insider Trading)

Regulations, 1992, the Company had in place a Code of Conduct for Prevention of Insider Trading. However, vide notification dated January 15, 2015, the SEBI has notified 'The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (new regulation) which came into effect from May 15, 2015.

In pursuant to new regulations, the Company has formulated 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' and 'Code of Conduct to Regulate, Monitor and Report Trading by Insiders'.

The Company Secretary acts as Compliance Officer pursuant to this Code under the supervision of the Board for setting forth procedures and implementation of the Code for trading in Company's securities.

During the year under review, there has been due compliance with the said Code.

6. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER ATTRIBUTES

The Company appoints Non-Executive Directors, who possess high integrity with relevant expertise and experience so as to have a diverse Board. In case of appointment of Independent Directors, the Nomination & Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its functions and duties effectively. The said Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under the provisions of the Companies Act, 2013 and Listing Agreement.

The Nomination & Remuneration Committee considers the following attributes / criteria whilst recommending to the Board the candidature for appointment as a Director:

a. Qualification, expertise and experience of the Directors in their respective fields

b. Personal, Professional or business standing

c. Diversity of the Board

In case of re-appointment of Non-Executive Directors, the Board takes into consideration the performance evaluation of the Director and his engagement level.

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments.

7. EVALUATION OF BOARD'S PERFORMANCE AND MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has to carry out an annual performance evaluation of its own performance, and that of its Committees and individual directors. Schedule IV to the Companies Act, 2013 also stipulates that, the performance evaluation of the Independent Directors shall be done by the entire Board, excluding the director being evaluated.

During the year, the Board has carried out evaluation of its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors, independent Directors and the Board Chairman, who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.

The meeting of Independent Directors of the Company also held once during the year to (i) review the performance of non-independent directors and the Board as a whole; (ii) review the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and (iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

8. FAMILIARISATION PROGRAMME

In compliance with Clause 49, the Company held familiarization programmes for the Independent Directors during the year. Various presentations were made by business heads of the Company to Independent Directors informing about business development and performance of the Company. The gist of familiarization programme for Independent Directors is available on the website of the Company www.igenesys.com .

9. RELATED PARTY TRANSACTION POLICY

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company's website i.e. www.igenesys.com <http://www.igenesys.com>

10. POLICY FOR DETERMINING MATERIAL SUBSIDIARY

There is no material non-listed Indian Subsidiary Company requiring appointment of Independent Director of the Company on the Board of Directors of the Subsidiary Company. The requirements of Clause 49 of the Listing Agreement w.r.t. Subsidiary company have been complied with. The Board has approved a policy for determining material subsidiaries which has been uploaded on the Company's website www.igenesys.com

11. WHISTLE BLOWER POLICY / VIGIL MECHANISM

With the rapid expansion of business in terms of volume, value and geography, various risks associated with the business have also increased considerably. One such risk identified is the risk of fraud & misconduct. The Company has stayed true to its values of strength, performance  and passion by forming Whistle Blower Policy / Vigil Mechanism. The Policy ensures that strict confidentiality is maintained whilst dealing with matters of fraud and  mismanagement and also that no discrimination will be  meted out to any person for a genuinely raised matter.

The said policy has been uploaded on the Company's website www.igenesys.com It is also hereby affirmed that, no personnel has been denied access to the Audit Committee of the Company.

12. DISCLOSURES

During the Financial Year 2014-15, the Company has complied with all the requirements of the Listing Agreement as well as SEBI regulations and guidelines. There have been no instances of non-compliances and no penalties / strictures were imposed or passed on the Company by the Stock Exchanges, SEBI or any other statutory authority on any matter related to capital markets, during the last three years.

Disclosure of accounting treatment

In preparing the Annual Accounts in respect of the Financial Year 2014-15, no accounting treatment was different from Accounting Standards that have been prescribed by the Institute of Chartered Accountants of India.

II. Details of resolution passed by way of Postal Ballot

During the financial year 2014-15, the Company has not passed any resolution by way of Postal Ballot.

14. CEO / CFO CERTIFICATION

The Certificate required under clause 49 (IX) of the Listing Agreement, duly signed by the Chairman & Managing Director and Chief Financial Officer of the Company was placed before the Board of Directors of the Company at its Meeting held on May 30, 2015. The Certificate also forms part of this Report.

15. STATUS OF COMPLIANCE OF NON-MANDATORY REQUIREMENT

Audit Qualification

The Company's financial statements do not have any Audit qualifications for the financial year 2014-15.

16. PROFILE OF DIRECTORS SEEKING RE-APPOINTMENT

Details of the Director seeking re-appointment as required by clause 49 of the Listing Agreement are given in this Report.

17. GENERAL SHAREHOLDER INFORMATION

II. Details of resolution passed by way of Postal Ballot

During the financial year 2014-15, the Company has not passed any resolution by way of Postal Ballot.

14. CEO / CFO CERTIFICATION

The Certificate required under clause 49 (IX) of the Listing Agreement, duly signed by the Chairman & Managing Director and Chief Financial Officer of the Company was placed before the Board of Directors of the Company at its Meeting held on May 30, 2015. The Certificate also forms part of this Report.

15. STATUS OF COMPLIANCE OF NON-MANDATORY REQUIREMENT

Audit Qualification

The Company's financial statements do not have any Audit qualifications for the financial year 2014-15.

16. PROFILE OF DIRECTORS SEEKING RE-APPOINTMENT

Details of the Director seeking re-appointment as required by clause 49 of the Listing Agreement are given in this Report.

17. GENERAL SHAREHOLDER INFORMATION

Corporate Identity Number (CIN)

L65990MH1983PLC029197

The Company is registered in the State of Maharashtra

Registered Office

73-A, SDF-III, SEEPZ, Andheri (East), Mumbai-400096

Registrar & Share Transfer Agents

Bigshare Services Private Limited

Unit: Genesys International Corporation Limited

E/2, Ansa Industrial Estate, Saki-Vihar Road, Saki-Naka, Andheri (East), Mumbai 400 072

Telephone: 91.22.40430200 Facsimile: 91.22.2847 5207

Email: info@bigshareonline.com ;

Forthcoming Annual General Meeting of the Company

Day: Tuesday

Date: September 29, 2015

Time: 2.30 p.m.

Venue: Mirador Hotel, New Link Road, Opp. Solitaire Corporate Park, Chakala, Andheri (East), Mumbai - 400099

Company Secretary & Compliance Officer of the Company

Mr. Sunil Dhage

Vice President (Legal), Company Secretary & Compliance Officer

Genesys International Corporation Limited

73-A, SDF-III, SEEPZ, Andheri (East), Mumbai-400096

Tel: 022-44884488 Fax: 022-28290603

Email ids: a) sunil.dhage@igenesys.com  ,

b) investors@igenesys.com  

Book Closure dates

September 22, 2015 to September 29, 2015 (both days inclusive)

Dividend Payment date

The dividend on Equity Shares, if approved, at the Thirty Third Annual General Meeting to be held on September 29, 2015, will be credited / dispatched within 30 days from the date of declaration.

Means of Communication

Quarterly / Annual Results

The quarterly / annual results and notices as per statutory requirements are normally published in 'Business Standard' and 'Sakal', English & Marathi editions, respectively.

Posting of information on the website of the Company

The annual / quarterly results of the Company, shareholding pattern, Corporate Governance, Notices, Details of Postal Ballot, Annual Reports etc. are regularly posted on Company's website www.igenesys.com  under the separate dedicated head 'Investors'.

Listing of Equity Shares on Stock Exchange

1. BSE Limited (BSE)

P. J. Towers, Dalal Street, Fort, Mumbai-400001

Company's Scrip Code: 506109

2. National Stock Exchange of India Limited (NSE)

Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai-400051

Company's Symbol: GENESYS

ISIN

International Security Identification Number (ISIN) for Company's Equity Shares held in Demat Form with NSDL and CDSL is INE727B01026

V. Dematerialisation of Shares

The equity shares of the Company are traded in dematerialised form and are available for trading under National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). About 97.85% of the Equity Share Capital of the Company is held in dematerialized form with NSDL and CDSL as on March 31, 2015.

VI. Share Transfer System

The shares of the Company are compulsorily traded in dematerialised form. The process and approval of share transfer has been delegated to the Stakeholders' Relationship Committee. Shares received in physical form are transferred within a period of 15 days from the date of lodgement subject to documents being valid and complete in all respects.

VII. Plant Locations

The Company is into Geospatial services business and does not require any manufacturing plants but it has a few development centres. The addresses of the development centres / offices of the Company are given elsewhere in the Annual Report.

VIII. Outstanding Convertible Warrants

The Company does not have any Outstanding Convertible Warrants as on the date of the report.

IX. Calendar for declaration of Financial Results for the Quarters and Annual General Meeting for Financial

Year 2015-2016 (tentative)

Quarter ending June 30, 2015 August 2015

Quarter and half year ending September 30, 2015 November 2015

Quarter ending December 31, 2015 February 2016

Quarter and Financial Year end­ing March 31, 2016 May 2016

Annual General Meeting for the year ending on March 31, 2016 August 2016