Genesys International : Postal Ballot Notice 4th December 2021

GENESYS INTERNATIONAL CORPORATION LIMITED

Registered Office: 73A, SDF-III, SEEPZ, ANDHERI (EAST), MUMBAI-400 096

Website: www.igenesys.com; Email: investors@igenesys.com

Telephone: 91 22 4488 4488; Facsimile: 91 22 2829 0603

CIN: L65990MH1983PLC029197

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies

(Management and Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given to the Members of Genesys International Corporation Limited ("the Company") pursuant to Sections 108 and 110 of the Companies Act, 2013 ("Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations') and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), that the Resolutions as set out in this Notice are proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means ('remote e‐voting').

The Board of Directors of the Company ('the Board'), at its meeting held on October 26, 2021, has approved the appointment of M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) as Statutory Auditors of the Company in casual vacancy created by the resignation of M/s G.K Choksi & Co., Chartered Accountants (Firm Registration No. 125442W), former auditor as envisaged by section 139(8) of the Companies Act, 2013 which says that the casual vacancy caused by the resignation of auditor can only be filled up by the Company after taking consent of the members.

The Board of Directors of the Company ('the Board'), at its meeting held on December 04, 2021, has approved the adoption of the new set of Article of Association ("AOA") in substitution of existing AOA of the Company in conformity with the provisions of the Companies Act, 2013.

In terms of the MCA Circulars viz. General Circular No.14/2020 dated 8th April 2020 read with General Circular No.17/2020 dated 13th April 2020 and General Circular No. 22/2020 dated 15th June 2020, in view of the COVID-19 pandemic the Company is pleased to provide e-voting facility to all its Members to cast their votes electronically, instead of filling and dispatching the postal ballot form. Postal Ballot Notice is being sent by email to all its shareholders who have registered their email addresses with the Company or depository/depository participants and the communication of assent/dissent of the members will only take place through the remote e-voting system.

The Explanatory Statement pursuant to Section 102 of the Companies Act setting out material facts and the reasons for the Resolution is annexed hereto.

The Board of Directors has appointed Mr. Sanam Umbargikar (M. No. A26141, C. P. No.9394) Partner of DSM & Associates, Company Secretaries in Practice as the Scrutinizer ('Scrutinizer') for conducting the Postal Ballot and e-voting process in a fair and transparent manner.

The remote e-voting period commences from 9.00 a.m. (IST) on Sunday, 12th December, 2021 and ends at

5.00 p.m. (IST) on Monday, 10th January, 2022. The Scrutinizer will submit his report to the Chairman of the Company ('the Chairman') or to any other person authorized by the Chairman after the completion of

the scrutiny. The results of the postal ballot shall be announced within 2 working days of the end of e- voting period and shall be communicated to the stock exchange and also be displayed on the Company's website www.igenesys.com.

RESOLUTIONS:

1. Appointment of M/s. MSKA & Associates, Chartered Accountants, as Statutory Auditors of the Company to fill up casual vacancy, caused due to resignation of M/s G. K Choksi & Co., Chartered Accountants.

To consider and, if thought fit, to give assent or dissent to the following resolution proposed to be passed as an Ordinary Resolution

"RESOLVED THAT pursuant to the provisions of Sections 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 or amendment thereto or re-enactment thereof for the time being in force) and upon recommendation of the Audit Committee, M/s. MSKA & Associates, Chartered Accountants, (FRN 105047W) be and is hereby appointed as Statutory Auditors of the Company w.e.f October 26, 2021, until the conclusion of the next Annual General Meeting of the Company to fill up the causal vacancy caused by the resignation of M/s G. K Choksi & Co., Chartered Accountants on such remuneration as may be decided by Board of Directors in consultation with Auditors in addition to taxes and re-imbursement for 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 the foregoing resolution.''

2. Adoption of new set of Articles of Association of the Company

To consider and, if thought fit, to give assent or dissent to the following resolution proposed to be passed as a Special Resolution

"RESOLVED THAT pursuant to the provisions of Section 5, 14, 15 and other applicable provisions, if any, of the Companies Act, 2013 the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force), and subject to necessary approval(s), if any, from the competent authorities, the existing Articles of Association of the Company be and is hereby altered, substituted with the new set of Articles of Association and be and is hereby approved and adopted as the Articles of Association of the Company in total exclusion, substitution and supersession of the existing Articles of Association of the Company

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the Board, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this resolution), be and is hereby authorized to take all such actions as may be necessary, desirable or expedient and to do all such necessary acts, deeds and things that may be incidental or pertinent to give effect to the aforesaid resolution."

By Order of the Board

For Genesys International Corporation Limited

Sd/‐

Vineet Chopra ‐Vice President‐ Legal &

Company Secretary

Registered Office: - 73-A, SDF III, SEEPZ Andheri (E)

Mumbai 400 096 Maharashtra India

Place: Mumbai

Date: 4th December, 2021

NOTES

1. The Explanatory Statement pursuant to the provisions of Section 102 read with Section 110 of the Act setting out all material facts and reasons for the proposed Resolutions is annexed hereto and forms part of this notice.
2. In compliance with the MCA Circulars, the Notice is being sent by electronic mode alone to those Members whose names appear in the Register of Members / List of Beneficial Owners maintained by the Company / Depositories as on Friday, 3rd December, 2021, and whose e-mail IDs are registered with the Company / Depositories. For Members who have not registered their e-mail IDs, can get the same registered as follows:
3. 1. Members holding shares in physical mode and who have not registered/ updated their email addresses with the Company/ RTA are requested to register/ update the same by making an application to the Company by email to and/ or investor@bigshareonline.comand / or investors@igenesys.comalong with their details such as Full Name (including name of the joint holder(s), if any), Folio Number, Certificate number(s), mobile number and also attach an image of self- attested copy of share certificate (both sides) and PAN Card (of all joint holders) in PDF or JPEG format.

1. 1. Members holding shares in dematerialised mode are requested to register/ update their email addresses with the relevant Depositories.
2. As per the relevant MCA Circulars and on account of the threats posed by the COVID-19 pandemic, physical copies of the Notice, postal ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only.
3. In compliance with provisions of Section 108 and Section 110 and other applicable provisions, of the Act read with the applicable relevant Rules, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Ltd. (CDSL) for facilitating e-voting to enable the Members to cast their votes electronically.
4. Members may please note that the Postal Ballot Notice is also available for download on the website of the Company at www.igenesys.com, the e-voting portal i.e. www.evotingindia.comand on the websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively. .
5. Relevant documents referred to in this Postal Ballot Notice and the Statement shall be available for inspection by the shareholders at registered office of the Company on any working days (except Saturdays, Sundays and National Holidays) between 10.00 am to 4.00 pm upto Monday, 10th January, 2022. Shareholders willing to inspect such documents can send an e-mail to investors@igenesys.com
6. The Notice is being sent to all the Members, whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (collectively referred to as "Depositories") as on Friday, 3rd December, 2021. All Members of the Company as on the cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a Member as on the cut-off date shall treat this notice for information purpose only.
7. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, 3rd December, 2021, being the cut-off date fixed for the purpose.

9. The voting period will commence from 9.00 a.m. (IST) on Sunday 12th December, 2021 and end at

1. 5.00 p.m. (IST) on Monday 10th January, 2022. The e-voting module shall be disabled by CDSL for voting thereafter.

2. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the e-voting by Postal Ballot will be declared by placing the same along with the Scrutiniser's report on the Company's website i.e www.igenesys.comwill also be communicated to the stock exchanges. The Resolutions, if passed by requisite majority shall be deemed to have been passed on 10th January, 2022 being the last date specified by the Company for e-voting.
3. The details of the process and manner for e-voting are explained herein below:

1. Login method for e‐voting for Individual shareholders holding securities in demat mode

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December 2020 on "e- voting facility provided by Listed Companies", e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts

• website of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e- voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating
  in e-voting process.

Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the
   system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly.
2. If the user is not registered for Easi/Easiest, option to register is
   availableat https://web.cdslindia.com/myeasi/Registration/EasiRegistratio n
3. Alternatively, the user can directly access e-Voting page by