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Genesys International Corporation Ltd.

BSE: 506109 Sector: IT
NSE: GENESYS ISIN Code: INE727B01026
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OPEN 60.00
PREVIOUS CLOSE 57.50
VOLUME 6932
52-Week high 161.80
52-Week low 49.00
P/E 10.88
Mkt Cap.(Rs cr) 176
Buy Price 53.20
Buy Qty 50.00
Sell Price 56.55
Sell Qty 80.00
OPEN 60.00
CLOSE 57.50
VOLUME 6932
52-Week high 161.80
52-Week low 49.00
P/E 10.88
Mkt Cap.(Rs cr) 176
Buy Price 53.20
Buy Qty 50.00
Sell Price 56.55
Sell Qty 80.00

Genesys International Corporation Ltd. (GENESYS) - Auditors Report

Company auditors report

TO THE MEMBERS OF

GENESYS INTERNATIONAL CORPORATION LTD.

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of GenesysInternational Corporation Limited ("the Company") which comprise the BalanceSheet as at 31st March 2019 the statement of Profit and Loss (including OtherComprehensive Income)Statement of Changes in Equity and statement of cash flows for theyear then ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone Ind AS financial statements").

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 of the state of affairs of theCompany as at March 31 2019 and profit total comprehensive income the changes inequity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of thestandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandaloneInd AS financial statements under the provisions of the Companies Act 2013 andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the Standalone Ind AS financial statementsas a whole and in forming our opinion thereon and we do not provide a separate opinionon these matters.

Key Audit Matter

i) Accuracy of recognition measurement presentation and disclosures of revenue andother related balances in view of adoption of Ind AS 115 "Revenue from Contracts withCustomers" (new revenue accounting standard)

The application of the new revenue accounting standard involves certain key judgmentsrelating to identification of distinct performance obligations determination oftransaction price of the identified performance obligations the appropriateness of thebasis used to measure revenue recognized over a period. Additionally new revenueaccounting standard contains disclosures which involves collation of information inrespect of disaggregated revenue and periods over which the remaining performanceobligations will be satisfied subsequent to the balance sheet date. (Refer to Notes 24tothe standalone financial statements)

How are audit addressed the key audit matter

Principal Audit Procedures

We assessed the company's process to identify the impact of adoption of the new revenueaccounting standard.

Our audit approach consisted testing of the design and operating effectiveness of theinternal controls and substantive testing as follows:

• Evaluated the design of internal controls relating to implementation of the newrevenue accounting standard.

• Selected a sample of continuing and new contracts and tested the operatingeffectiveness of the internal control relating to identification of the distinctperformance obligations and determination of transaction price. We carried out acombination of procedures involving enquiry and observation performance and inspection ofevidence in respect of operation of these controls.

• Tested the relevant information technology systems access and change managementcontrols relating to contracts and related information used in recording and disclosingrevenue in accordance with the new revenue accounting standard.

• Selected a sample of continuing and new contracts and performed the followingprocedures:

- Read analysed and identified the distinct performance application in thesecontracts.

- Compared these performance obligation with that identified and recorded by thecompany.

- Considered the terms of the contracts to determine the transaction price includingany variable consideration to verify the transaction price used to compute revenue and totest the basis of estimation of the variable consideration.

- Samples in respect of revenue record for time and material contractswere tested usinga combination of approved timesheet including customer acceptances subsequent invoicingand historical trend of collection and disputes.

- Sample of revenues disaggregated by type and service offerings was tested with theperformance obligations specified in the underlying contracts.

- In respect of samples relating to fixed-price contracts progress towardssatisfaction of performance obligation used to compute recorded revenue was verified withactual and estimated efforts from the time recording and budgeting systems.We also testedthe access and change management controls relating to these systems.

- Sample of revenues aggregated by type and service offerings was tested with theperformance obligations specified in the underlying contracts.

- Performed analytical procedures for reasonableness of revenue disclosed by type andservice offerings.

- We reviewed the collation of information and the logic of the report generated fromthe budgeting system used to prepare the disclosure relating to the periods over which theremaining performance obligations will be satisfied subsequent to the balance sheet date.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in Board's report including annexures ofBoard's Report but does not include the standalone financial statements and our auditor'sreport thereon. The aforesaid other information is expected to be made available to usafter the date of this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.When we read the above mentioned other information if we concludethat there is a material misstatement therein we are required to communicate the matterto those charged with governance.

Responsibilities of Management and those charged with governance for the standalone IndAS 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 ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including IndianAccounting Standards (Ind AS) prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended. 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 implementation and maintenance of accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone Ind AS financial statement that give a trueand fair view and are free from material misstatement whether due to fraud or error.

In preparing the Ind AS financial statements management is responsible for assessingthe Company's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurancebut is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone Ind AS financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure - A statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31stMarch 2019 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".

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 financial statements - Refer Note 33 to the financial statements;

ii. The Company did not have any lo long-term contracts including derivative contractsfor which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

With respect to the matter to be included in the Auditors' Report under section197(16): In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

FOR G. K. CHOKSI & CO.
Chartered Accountants
[Firm Regn. No. 125442W]
(SHREYAS V. PARIKH)
Partner
Mem. No. 33402
Place : Mumbai
Date : 22nd May 2019

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT

and Regulatory Requirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing fullparticulars includingquantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year.In our opinion the frequency of verification is reasonable having regard to the size ofthe Company and the nature of its assets. The discrepancies reported on verification werenot material and have been properly dealt with in the books of accounts.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The Company is a service company primarily rendering computerbased services inthe area of Geospatial Information System (GIS). Accordingly it does not hold anyphysical inventories. Thus paragraph 3(ii) of the Order is not applicable to the Company.

(iii) The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013.

(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 and investments made or guarantees and securities provided.

(v) According to the information and explanations given to us the Company has notaccepted deposits as defined in the Companies (Acceptance of Deposits) Rules 2014.Accordingly the provisions of paragraph 3(v) of the Order are not applicable to theCompany.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company. Therefore theprovisions of paragraph 3(vi) of the Order are not applicable to the company.

(vii) In respect of statutory dues:

(a) According to Information given to us the Company is generally regular indepositing undisputed statutory dues with appropriate authorities.

There has been delay in payment of undisputed statutory dues during the year howeverbased on the information and explanations given to us and records of the company examinedby us no undisputed amounts payable in respect of the aforesaid dues which areoutstanding as at 31st March 2019 for a period of more than six months from the date ofit becoming payable.

(b) According to the information and explanation given to us the company has nodisputed outstanding statutory dues except the dues of income tax sales tax service taxand Value Added Tax which have not been deposited as on 31st March 2019 on account ofdisputes are given below:

Name of the Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount Unpaid
Income Tax Act1961 Income Tax Penalty Commissioner of Income Tax -Appeals- 22 A.Y. 2009-10 160690
Income Tax Act1961 Income Tax Income Tax Appellate Tribunal Mumbai A.Y. 2009-10 179890
Service Tax Service Tax and Penalty Commissioner (Appeals) Mumbai April 2010 to March 2015 7473186
Service Tax Service Tax and Penalty Commissioner (Appeals) Mumbai April 2015 to Match 2016 1791063
Maharashtra Value Added Act2002 Sales tax interest and penalty Deputy Commissioner of Sales Tax April 2012 to March 2013 316206

(viii) According to the information and explanations given to us the Company has notdefaulted in the repayment of loans or borrowings to financial institutions banks andgovernment. Further the Company has not issued any debentures.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year.

(x) According to the information and explanations given to us no fraud by the Companyor any fraud on the Company by its officers or employees has been noticed or reportedduring the year.

(xi) In our opinion according to the information and explanations give to us theCompany has paid/ provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 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. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) In our opinion according to the information and explanations given to ustransactions with the related parties are in compliance with sections 177 and 188 of theAct where applicable for all transaction with related party and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations give to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year.

(xv) According to the information and explanations given to us the Company has notentered into non-cash transactions with directors or persons connected with him.Accordingly paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of theReserveBank of India Act 1934.

FOR G. K. CHOKSI & CO.
Chartered Accountants
[Firm Registration No. 125442W]
(SHREYAS V. PARIKH)
Partner
Mem. No. 33402
Place : Mumbai
Date : 22nd May 2019

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 GenesysInternational Corporation Limited ("the Company") as of 31 March 2019 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

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 on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

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 judgment 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 systemwith reference to financial statements.

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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

FOR G. K. CHOKSI & CO.
Chartered Accountants
[Firm Registration No. 125442W]
(SHREYAS V. PARIKH)
Partner
Mem. No. 33402
Place : Mumbai
Date : 22nd May 2019