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Zensar Technologies Ltd.

BSE: 504067 Sector: IT
NSE: ZENSARTECH ISIN Code: INE520A01027
BSE 16:00 | 29 Jul 422.40 16.55
(4.08%)
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406.00

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428.00

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405.85

NSE 15:53 | 29 Jul 422.90 17.65
(4.36%)
OPEN

406.90

HIGH

428.40

LOW

406.00

OPEN 406.00
PREVIOUS CLOSE 405.85
VOLUME 276253
52-Week high 428.00
52-Week low 139.15
P/E 31.76
Mkt Cap.(Rs cr) 9,534
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 406.00
CLOSE 405.85
VOLUME 276253
52-Week high 428.00
52-Week low 139.15
P/E 31.76
Mkt Cap.(Rs cr) 9,534
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Zensar Technologies Ltd. (ZENSARTECH) - Auditors Report

Company auditors report

TO THE MEMBERS OF ZENSAR TE CHNOLOGIES LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements ofZensar Technologies Limited (“the Company”) which comprise the Balance Sheet asat March 31 2020 and the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Cash Flows and the Statement of Changes in Equity for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (“the Act”) in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended (“Ind AS”) and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 312020and its profit total comprehensive income its cash flows and the changes in equity forthe year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act(SAs). Our responsibilities under those Standards are further described in theAuditor's Responsibility for the Audit of the Standalone Financial Statements sectionof our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matter Auditors' Response
1 Determination of Cash Generating Unit (CGU) for impairment testing of goodwill: Principal audit procedures performed:
As per the requirements of Ind AS 36 – Impairment of Assets the Company tests the Goodwill acquired in business combination for impairment annually. • We evaluated the design of internal controls and their operating effectiveness relating to testing of impairment of goodwill.
As on March 31 2020 the Company has Goodwill of Rs. 8402 lakhs which is allocated to CGU as set out in note 33 to the standalone financial statements. • We gained an understanding of evaluation of identification of CGU and allocation of goodwill to the CGU by management. Specifically we have:
During the year ended on March 31 2020 the Company has realigned its criteria of CGU determination in line with its integrated global service offerings. - obtained mapping of the CGU with the business units customers service offerings geographies;
Significant judgment is involved in the determination of CGU and allocation of related goodwill including: - verified business performance evaluation in respect of the CGU including organization responsibility structure thereof;
- looking at possible synergies through a combination of service offerings business units customers geographies; - perused how the synergies are expected to materialize by verifying sample of recent business transactions.
- evaluating the financial performance of the CGU for the purpose of impairment testing of goodwill.
2 Allowance for credit losses: Our audit procedures related to the allowance for credit losses for trade receivables and unbilled revenue included the following among others we tested the effectiveness of controls over:
The Company determines the allowance for credit losses based on historical loss experience and collection patterns adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the countries where it operates. • management assessment of the allowance for credit losses including factors taken into account by the management in current and estimated future economic conditions
Considering uncertainties due to COVID-19 pandemic in calculating expected credit loss the Company has also considered credit reports subsequent collections credit term extension requests and other related credit information for its customers to estimate the probability of default in future. • relevance of information used in the estimation of probability of default.
We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the expected credit losses because of possible effect from the pandemic relating to COVID-19. • computation of the allowance for credit losses For a sample of customers:
Refer Notes 3(j) 6(c) 6(h) and 26(b) to the standalone financial statements. • We tested the input data such as credit reports subsequent collections impact of credit extensions other credit related information used in estimating the probability of default by comparing them to external and internal sources of information.
• We tested the mathematical accuracy of the credit loss allowances.

Information Other than the Financial Statements andAuditor's

Report Thereon

• The Company's Board of Directors is responsible for thepreparation of the other information. The other information comprises the Board'sReport including its annexures but does not include the standalone financial statementsand our auditor's report thereon. The Board's Report including its annexures areexpected to be made available to us after the date of this auditor's report.

• Our opinion on the standalone financial statements does notcover the other information and we do not and will not express any form of assuranceconclusion thereon.

• In connection with our audit of the standalone financialstatements our responsibility is to read the other information identified above when itbecomes available and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

• When we read the Board's Report including its annexures ifwe conclude that there is a material misstatement therein we are required to communicatethe matter to those charged with governance as required under SA 720 ‘TheAuditor's responsibilities Relating to Other Information'.

Management's Responsibility for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditors' Responsibility for the Audit of theStandalone Financial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit wereport that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Cash Flows and Statement of Changes in Equity dealtwith by this Report are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors of the Company as on March 31 2020 taken on record by the Board of Directorsnone of the directors is disqualified as on March 31 2020 from being appointed as adirector in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in “Annexure A”. Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting.

g) With respect to the other matters to be included in theAuditor's Report in accordance with the requirements of section 197(16) of the Actas amended

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in theAuditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - refer note 29 to thestandalone financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts;

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

2. As required by the Companies (Auditor's Report) Order 2016(“the Order”) issued by the Central Government in terms of Section 143(11) ofthe Act we give in “Annexure B” a statement on the matters specified inparagraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Hemant M. Joshi
Place: Pune Partner
Date: May 14 2020 (Membership No. 38019)
UDIN:20038019AAAADK9241

Annexure “A”

to the Independent Auditors' Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financialreporting of Zensar Technologies Limited (“the Company”) as of March 31 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for InternalFinancial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. 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 safeguardingof its 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 Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the “Guidance Note”) issued by the Instituteof Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditors' judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls OverFinancial Reporting

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialControls Over Financial Reporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us 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 March 31 2020 based on thecriteria for internal financial control over financial reporting established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Hemant M. Joshi
Place: Pune Partner
Date: May 14 2020 (Membership No. 38019)
UDIN:20038019AAAADK9241

Annexure “B”

to the Independent Auditors' Report

(Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

(i) In respect of fixed assets:

(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) The Company has a program of verification of fixed assets to coverall the items in a phased manner over a period of 2 years which in our opinion isreasonable having regard to the size of the Company and the nature of its assets. Pursuantto the program certain fixed assets were physically verified by the Management during theyear. According to the information and explanations given to us no material discrepancieswere noticed on such verification.

(c) According to the information and explanations given to us therecords examined by us and based on the examination of the completion certificate /occupancy certificate / property tax documents provided to us we report that the titledeeds of buildings are held in the name of the Company as at the balance sheet date.

(ii) The Company does not have any inventory and hence reporting underclause (ii) of the Order is not applicable.

(iii) The Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 of theAct in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits. Therefore the provisions of theclause (v) of paragraph 3 of the Order is not applicable to the Company.

(vi) Having regard to the nature of the Company's business /activities the maintenance of cost records has not been specified by the CentralGovernment under section 148(1) of the Act. Accordingly reporting under clause (vi) ofparagraph 3 of the Order is not applicable.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) The Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-taxGoods and Services Tax Cess and other material statutory dues applicable to it with theappropriate authorities.

(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income-tax Goods and Services Tax Cess and othermaterial statutory dues in arrears as at March 31 2020 for a period of more than sixmonths from the date they became payable.

(c) Details of dues of Income-tax Value Added Tax and Goods andServices Tax which have not been deposited as on March 31 2020 on account of disputes aregiven below:

Name of Statute / Nature of Dues Forum where dispute is pending

Period to which amount relates (Financial Year)

Amount Unpaid* Amount paid under protest

(Rs. in lakhs)

The Income-Tax Act 1961 Assessing Officer 2006-07 0# -
Income Tax Appellate Tribunal 2007-08 1 -
Income Tax Appellate Tribunal 2008-09 4 -
Income Tax Appellate Tribunal 2010-11 74 -
Commissioner of Income Tax (Appeals) 2015-16 289 -
Maharashtra Value Added Tax 2002 Joint Commissioner of Sales Tax (Appeals) 2009-10 54 5
Sales Tax Tribunal 2011-12 70 7
Deputy Commissioner of Sales Tax 2013-14 128 8
Deputy Commissioner of Sales Tax 2014-15 173 9
The Value Added Tax Act 2005 (Telangana Commercial Tax Department) Deputy Commissioner - Commercial Tax 2015-16 2 -

* Net off amount paid under protest

# denotes amount less than Rs. 1 lakh.

Annexure “B”

to the Independent Auditors' Report (Contd.)

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in the repayment of loans or borrowings tobanks. The Company has not taken any loans or borrowings from financial institutions andgovernment or has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offeror further public offer (including debt instruments) or term loans and hence reportingunder clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company and no material fraud on the Company byits officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanationsgiven to us the Company has paid / provided managerial remuneration in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Act.

(xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of paragraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the Company is in compliance with Section 177 and 188 of the Act whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone financial statements etc. as requiredby the applicable accounting standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of paragraph 3 of the Order is not applicable to theCompany.

(xv) In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its directors or directors of its subsidiaries or persons connected with them andhence provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firm's Registration No. 117366W/W-100018)

Hemant M. Joshi

Place: Pune Partner

Date: May 14 2020 (Membership No. 38019)

UDIN: 20038019AAAADK9241

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Hemant M. Joshi
Place: Pune Partner
Date: May 14 2020 (Membership No. 38019)
UDIN: 20038019AAAADK9241

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