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Quess Corp Ltd.

BSE: 539978 Sector: IT
NSE: QUESS ISIN Code: INE615P01015
BSE LIVE 12:01 | 14 Dec 1013.00 2.95
(0.29%)
OPEN

1024.70

HIGH

1030.00

LOW

1007.00

NSE 11:47 | 14 Dec 1010.00 -1.25
(-0.12%)
OPEN

1017.95

HIGH

1027.95

LOW

1006.10

OPEN 1024.70
PREVIOUS CLOSE 1010.05
VOLUME 7313
52-Week high 1110.00
52-Week low 608.10
P/E 68.96
Mkt Cap.(Rs cr) 14,013
Buy Price 1011.15
Buy Qty 56.00
Sell Price 1014.80
Sell Qty 49.00
OPEN 1024.70
CLOSE 1010.05
VOLUME 7313
52-Week high 1110.00
52-Week low 608.10
P/E 68.96
Mkt Cap.(Rs cr) 14,013
Buy Price 1011.15
Buy Qty 56.00
Sell Price 1014.80
Sell Qty 49.00

Quess Corp Ltd. (QUESS) - Auditors Report

Company auditors report

To

The Members of

Quess Corp Limited

(formerly known as IKYA HUMAN CAPITAL SOLUTIONS LIMITED)

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Quess CorpLimited (formerly known as IKYA HUMAN CAPITAL SOLUTIONS LIMITEDl ('the Company')which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss(including other comprehensive income) the Statement of Cash Flow and the Statement ofChanges in Equity for the year then ended and a summary of significant accountingpolicies and other explanatory information herein after referred to as "standaloneInd AS financial statements".

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ('the Act') with respect to the preparation of thesestandalone Ind AS financial statements that give a true and fair view of the state ofaffairs (financial position) profit or loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issuedthereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgements and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the Audit Report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing under Section 143(10) of the Act. Those standards require that

we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the standalone Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone Ind AS financial statements. The procedures selected dependon the Auditor's judgement including the assessment of the risks of material misstatementof the standalone Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone Ind AS financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thefinancial position of the Company as at 31 March 2017 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in the paragraph 3 and4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) the balance sheet the statement of profit and loss (including other comprehensiveincome) the statement of cash flow and statement of changes in equity dealt with by thisReport are in agreement with the books of account;

(d) in our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with relevant rulesissued thereunder;

(e) on the basis of the written representations received from the Directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a Director in terms of Section164(2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; and

(g) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements. Refer note 22 and note 39 to thestandalone Ind AS financial statements;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there were no amounts during the year which were required to be transferred to theInvestor Education and Protection Fund by the Company;

iv. the Company has provided requisite disclosures in its standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016. Based on the audit procedures and relying on themanagement representation we report that the disclosure are in accordance with the booksof accounts maintained by the Company and as produced by the management. Refer note 49 ofthe Standalone Ind AS financial statements.

for B S R & Associates LLP
Chartered Accountants
Firm's Registration Number: 116231W/W-100024
Sd/-
Vineet Dhawan
Place: Bengaluru Partner
Date: 16 May 2017 Membership No.: 092084

Annexure - A

TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in Independent Auditors' Report to the members of Quess CorpLimited ('the Company') on the standalone Ind AS financial statements for the year ended31 March 2017 we report that:

(i) (a) the Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) the Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion the periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) the Company does not have any immovable properties. Thus paragraph 3(i)(c) of theOrder is not applicable to the Company.

(ii) the inventories have been physically verified by the Management during the year.In our opinion the frequency of such verification is reasonable and no materialdiscrepancies were noticed on such verification.

(iii) the Company has granted unsecured loans to four subsidiaries covered in theregister maintained under Section 189 of the Companies Act 2013 ('the Act').

(a) in our opinion the terms and conditions on the basis of which these loans havebeen granted are not prima facie prejudicial to the interest of the Company.

(b) in case of loans granted to the companies covered in the register maintained underSection 189 of the Act the terms of arrangements do not stipulate any repayment scheduleand the loans are repayable on demand and interest are payable on demand. As there is nooutstanding demand of principal and interest at the year-end paragraph 3(iii)(b) and3(iii)

(c) of the Order is not applicable.

(iv) in our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans security and guarantees given and investments made.

(v) in our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public.

(vi) the Central Government of India has not prescribed the maintenance of cost recordsunder Section 148(1) of the Act for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Income taxProfessional tax Employee's State Insurance Service tax Value added tax Sales taxCess and other material statutory dues have been generally regularly deposited during theyear by the Company with the appropriate authorities though there has been certain delaysin few cases. As explained to us the Company did not have any dues on account of duty ofcustoms and duty of excise.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Income tax Employee's State Insurance Service taxValue added tax Sales tax Cess and other material statutory dues were in arrears as at31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues inrespect of duty of customs sales tax duty of excise and cess which have not beendeposited with the appropriate authorities on account of any dispute. However accordingto information and explanations given to us the following dues of Income tax Service taxand value added tax have not been deposited by the Company on account of disputes:

Name of the statute Nature of dues Amount (in Rs.) Period to which amount relates Forum where dispute is pending
Income-tax Act 1961 Interest 3929705 2004-05 Commissioner of IT (Appeals! Chennai
Income-tax Act 1961 Tax 484120 2014-15 Commissioner of IT (Appeals! Bengaluru

(72618)

Finance Act 1994 Service tax interest and penalty 4659970 April 2009 to September 2011 Commissioner of Central Excise (Appeals) Chennai

(464930)

Finance Act 1994 Interest 6058798 April 2008 to June 2009 Commissioner of Central Excise Customs and Service Tax Bengaluru
Finance Act 1994 Service tax 3738524 April 2013 to July 2014 Commissioner of Service Tax Bengaluru
Finance Act 1994 Service tax 3908949 2013- 14 and 2014- 15 Commissioner of Service Tax Bengaluru
KVAT Act 2003 Value added tax 13386982 (4016200)* 2012-13 Joint Commissioner of Commercial Taxes (Appeals) Bengaluru
KVAT Act 2003 Value added tax 32912933 (9873880l* 2013-14 Joint Commissioner of Commercial Taxes (Appeals) Bengaluru

* represents payments made under protest.

(viii) In our opinion and according to the information and explanation given to us theCompany has not defaulted in repayment of loans to its bankers. The Company did not haveany outstanding dues to debenture holders as the same is repayable after five years fromthe date of its issue and did not have any outstanding loans or borrowings from financialinstitutions and government during the year.

(ix) The Company has raised money by way of initial public offer or further publicoffer (including debt instruments) during the year. In our opinion and according to theinformation and explanations given to us the money raised by an initial public offer havebeen utilized for the purposes for which they were raised. However the Company does nothave any term loan during the year.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Thus paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with Section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Thus paragraph 3 (xv) of theorder is not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Thus paragraph 3(xvi) of the Order is not applicable.

for B S R & Associates LLP
Chartered Accountants
Firm's Registration Number: 116231W/W-100024
Sd/-
Vineet Dhawan
Place: Bengaluru Partner
Date: 16 May 2017 Membership No.: 092084

Annexure - B

TO THE INDEPENDENT AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Quess CorpLimited (formerly known as IKYA HUMAN CAPITAL SOLUTIONS LIMITED) ("theCompany") as of 31 March 2017 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting('Guidance Note') issued by the Institute of Chartered Accountants of India ('ICAI').These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards of Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the Auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial repocrting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofManagement and Directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theICAI.

for B S R & Associates LLP
Chartered Accountants
Firm's Registration Number: 116231W/W-100024
Sd/-
Vineet Dhawan
Place: Bengaluru Partner
Date: 16 May 2017 Membership No.: 092084