Genesys International : Notice of 40th AGM

GENESYS INTERNATIONAL CORPORATION LIMITED

NOTICE

Notice is hereby given that the Fortieth Annual General Meeting of Genesys International Corporation Limited will be held on Friday 30th day, of September 2022 at 3:00 pm through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") in accordance with the relevant circulars issued by Ministry of Corporate Affairs for which purpose the Registered office of the Company shall be deemed as the venue and the proceedings of the AGM shall be deemed to be made thereat, to transact the following business:

ORDINARY BUSINESS:

1. Adoption of Accounts, Report of the Auditors and Directors thereon:
2. • To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2022 together with the Reports of Board of Directors and Auditors thereon.
   • To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2022 together with the Reports of the Auditors thereon.
3. Re-appointmentof Director retiring by rotation:
   To appoint a director in place of Mrs. Saroja Malik, who retires by rotation and being eligible, offers herself for re-appointment.
4. To re-appoint M/s MSKA & Associates, Chartered Accountants, (FRN: 105047W) as Statutory Auditors of the Company.
   To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time or any other law for the time being in force (including any statutory modification(s) or re-enactment thereof, for the time being in force) and pursuant to recommendation of the Audit Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded for re-appointment of M/s. MSKA & Associates, Chartered Accountants, (FRN 105047W) as Statutory Auditors of the Company who shall hold office for a period of 4 consecutive years, from the conclusion of this 40th Annual General Meeting until the conclusion of the 44th Annual General Meeting of

the Company to be held in the year 2026, on such remuneration as may be decided by the Board of Directors in consultation with the Auditors in addition to taxes and reimbursement of out of pocket expenses incurred by the Auditors on audit.

RESOLVED FURTHER THAT any of the Director or Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution.''

SPECIAL BUSINESS

4. Re-appointment of Mr. Sajid Malik (DIN:00400366) as Managing Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special

Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any statutory modification or re-enactment thereof, for the time being in force) and the Articles of Association of the Company and based on the recommendations of the Nomination & Remuneration Committee and approval of the Board of Directors, the consent of the members of the Company be and is hereby accorded for re-appointment of Mr. Sajid Malik (DIN: 00400366) as Chairman and Managing Director for the period of three year effective from 1st September, 2022 to 31st August, 2025 upon the terms and conditions as set out in the Explanatory Statement annexed to the Notice, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. Sajid Malik.

RESOLVED FURTHER THAT notwithstanding anything hereinabove, in the event of no profits or inadequacy of profits or in the event that the limits set out in Section 197 and/or Schedule V to the

Companies Act, 2013 are exceeded in any financial year(s), during the currency of tenure of Mr. Sajid Malik

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as Chairman and Managing Director of the Company, the remuneration mentioned in the Explanatory Statement be paid to Mr. Sajid Malik, as minimum remuneration.

RESOLVED FURTHER THAT any Director of the Company and/or, Company Secretary be and are hereby severally authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to this resolution."

5. Re-appointment of Mrs. Saroja Malik (DIN:00400421) as Whole-time Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special

Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any statutory modification or re-enactment thereof, for the time being in force) and the Articles of Association of the Company and based on the recommendations of the Nomination & Remuneration Committee and approval of the Board of Directors, the consent of the members of the Company be and is hereby accorded for re-appointment of Mrs. Saroja Malik (DIN: 00400421) as Whole-time Director for period of three year effective from 17th August, 2022 to 16th August, 2025 upon the terms and conditions as set out in the Explanatory Statement annexed to the Notice, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mrs. Saroja Malik.

RESOLVED FURTHER THAT notwithstanding anything hereinabove, in the event of no profits or inadequacy of profits or in the event that the limits set out in Section 197 and/or Schedule V to the Companies Act, 2013 are exceeded in any financial year(s), during the currency of tenure of Mrs. Saroja Malik as Whole-timeDirector of the Company, the remuneration mentioned in the Explanatory

Statement be paid to Mrs. Saroja Malik, as minimum remuneration.

RESOLVED FURTHER THAT any Director of the Company and/or, Company Secretary be and are hereby severally authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to this resolution."

1. To appoint Ms. Bharti Sinha (DIN: 07985813) as Non-Executive Independent Director
   To consider and if thought fit, to pass the following
   Resolution as a Special Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act"), as amended from time to time and other relevant rules made thereunder, Regulation 16(1) (b), 17 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') and pursuant to the recommendations of Nomination and Remuneration Committee, Ms. Bharti Sinha (DIN: 07985813), who was appointed as an Additional Director (Non-Executive Independent) on the Board of the Company with effect from 12th August, 2022 and who holds office upto the date of this Annual General
   Meeting under section 161(1) of the Act, meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and being eligible and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed as a Non-
   Executive Independent Director for a term of 5 (five) consecutive years with effect from August 12, 2022 to August 11, 2027 and that she shall not be liable to retire by rotation.
   RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
2. Remuneration to Non-Executive Directors (including Independent Directors)
   To consider and, if thought fit, to pass the following resolution as an Special Resolution:
   "RESOLVED THAT in supersession of all the earlier resolutions passed for payment of remuneration to

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GENESYS INTERNATIONAL CORPORATION LIMITED

Non-Executive Directors (including Independent Directors) and pursuant to the provisions of Section 197, 198, Schedule V and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and based on the recommendation of Nomination and Remuneration Committee and the Board of Directors, the consent of the members of the Company be and is hereby accorded to pay remuneration by way of commission or otherwise to the Non-Executive Directors of the Company for the financial year 2021-22 and thereafter, at an amount not exceeding 3% of the net profits of the Company computed in accordance with the provisions of Section 198 of the Companies Act, 2013 and the said remuneration shall be in addition to sitting fees and reimbursement of expenses for attending the meetings of the Board of Directors or Committees thereof and the said remuneration be paid in such amount, proportion and manner as may be decided by the Board of Directors of the Company from time to time;

RESOLVED FURTHER THAT the Board of Directors and / or any other person authorized by the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution."

8. Material Related Party Transaction(s)

To consider and, if thought fit, to pass the following

Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (LODR) Regulations and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary and based on recommendation of the Audit Committee, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (which term shall be deemed to include the Audit Committee or any other Committee constituted / to be constituted by the Board to exercise its powers conferred by this Resolution) to enter into and/or continue to enter (whether by way of an individual transaction or transactions taken

together or a series of transactions or otherwise) into Material Related Party Transaction(s) / Contract(s)/ Arrangement(s)/ Agreement(s) or transaction(s), as mentioned in detail in the Explanatory Statement annexed herewith between the Company and A.N. Virtual World Tech Ltd, Cyprus ('ANWTL'), a subsidiary of the Company, a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and ANWTL, for an aggregate value not exceeding ` 42 crore for a period of three years during the financial years 2022-23 to 2025-26, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm's length pricing basis and in the ordinary course of business of.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, finalizing the terms and conditions, methods and modes in respect of executing necessary documents, including contract(s)

• arrangement(s) / agreement(s) and other ancillary documents, seeking necessary approvals from the authorities, settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred

to any Director or Chief Financial Officer, of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and is hereby approved, ratified and confirmed in all respect."

By Order of the Board of Directors For Genesys International Corporation Limited

Vineet Chopra

Vice President- Legal &

Company Secretary

Registered Office:

73A, SDF-III, SEEPZ,

Andheri (E), Mumbai - 400 096

Place: Mumbai

Dated: 05.09.2022

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NOTES

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 ('the Act') relating to the Ordinary/ Special Business(es) to be transacted at the 40th Annual General Meeting of the Company (the "Meeting" or "AGM") under Item Nos. 3 to 8, is annexed hereto. The relevant details as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (SS- 2), in respect of the persons seeking re-appointment as Directors or whose remuneration is proposed, are given under the heading "Profile of Directors" forming part of this Notice.
2. In accordance with the provisions of the Act read with the guidelines issued by the Ministry of Corporate Affairs (MCA) vide General Circular No. 14/2020 dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular Nos. 2/2022 and 3/2022 dated May 05, 2022 (hereinafter referred to as "MCA Circulars"), the forthcoming 40th AGM of the Company is scheduled on Friday, September 30, 2022 through video conferencing ("VC") or other audio visual means ("OAVM"). Hence, members can attend and participate in the ensuing 40th AGM through VC/ OAVM.
3. In line with MCA Circulars read with circulars issued by Securities Exchange Board of India (SEBI) vide SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 (hereinafter referred to as ("SEBI Circular for AGM"), the Notice of 40th AGM along with the Annual Report for 2021-22 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company's Registrar & Share Transfer Agents, Bigshare Services Pvt. Ltd. ("RTA") / Depositories. Hard copies shall be sent to those members who shall request for the same. Members may note that the Notice of the 40th AGM along with the Annual Report 2021-22 is also available for download on the website of the Company at www. igenesys.com and on the websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of CDSL at www.evotingindia.com

1. The AGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies by the Members will not be available. However, Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/ OAVM and participate thereat and cast their votes through e-voting. The deemed venue for the 40th AGM shall be the Registered Office of the Company.
2. Pursuant to the Circulars, the Members can join the AGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 Members on first come first served basis. This will not include large shareholders (shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the aforesaid Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting during the AGM will be provided by CDSL.
5. The Notice of the AGM has been uploaded on the website of the Company at www.igenesys.comThe Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and the AGM

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GENESYS INTERNATIONAL CORPORATION LIMITED

Notice is also available on the website of CDSL i.e. www.evotingindia.com

1. Since the AGM will be held through VC/ OAVM facility, the route map, proxy form and attendance slip are not annexed in this Notice.
2. As per the provisions of section 72 of the Act, the facility of making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their respective Depository Participant in case the shares are held by them in electronic form and to the Company / RTA, in case the shares are held in physical form.
3. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company / RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such members after making requisite changes.
4. Members who have not yet registered their email addresses are requested to register the same with their Depository participants in case the shares are held by them in electronic mode and with the Registrar & Share Transfer Agent (RTA) of the Company in case the shares are held by them in physical form. However, for limited purpose like receiving the notice of the forthcoming Annual General Meeting and related documents, Members holding shares in electronic mode may register their email addresses with our RTA as per the process given in the e-voting instructions of the notes to this notice.
5. The Register of Members and Share Transfer Books of the Company will remain closed from, September 24, 2022 to September 30, 2022 (both days inclusive) for the purpose of Annual General Meeting
6. In case of joint holders attending the Meeting, the joint holder who is highest in the order of names will be entitled to vote at the Meeting.
7. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the Members. Members seeking to inspect such

documents can send an email to investors@igenesys. comAll documents referred to in the Notice will also be available for electronic inspection by the Members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [e-mail].

1. Members are requested to send all communications relating to shares, unclaimed dividends, change of address, etc. to the Registrar & Share Transfer Agent of the Company, at their address: BIGSHARE SERVICES PVT. LTD. 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400059 Tel. No.: 022 - 62638200, Fax.: [phone].
2. Members are requested to notify immediately any change in their addresses to the Registrar & Share Transfer Agent of the Company at the above address, if shares are held in physical form, and to the respective depository participants, if shares are held in electronic mode.
3. In terms of the SEBI Listing Regulations, securities of listed companies can only be transferred in dematerialized form with effect from April 01, 2019. In view of the above, Members are advised to dematerialize shares held by them in physical form.
4. To prevent fraudulent transactions, we urge the Members to exercise due diligence and notify the Company of any change in address / stay abroad or demise of any Member as soon as possible. Members are requested not to leave their demat account dormant for long. Periodic statements of holdings should be obtained from the concerned Depository
   Participant and holdings should be verified.
5. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, accordingly, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company.
6. In terms of section 124(5) of the Companies Act, 2013, dividend amount for the year ended March 31, 2015 remaining unclaimed for a period of seven years shall become due for transfer in November, 2022 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, in terms of section 124(6) of the Act, in

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