2.18 Provisions and Contingencies
Provisions are recognized when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
2.19 Rounding of amounts
All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.
2A) Recent accounting pronouncements
The Ministry of Corporate Affairs vide notification dated 9th September 2024 and 28th September 2024 notified the companies (Indian Accounting Standards) Second Amendment Rules, 2024 and Companies (Indian Accounting Standards) Third Amendment Rules, 2024, respectively, which amended/notified certain accounting standards (see below), and are effective for annual reporting periods beginning on or after 1 April 2024:
insurance Contracts - Ind AS 117; and
*Lease liability in sale and leaseback - Amendments to Ind AS 116
These amendments are not applicable to the company, as there are no transactions of this nature within the company.
Description of nature and purpose of reserve
a) Capital Reserve : The Capital reserve represents reserves created out of capital profits including profit on cancellation / forfeiture of the Company's equity instruments.
b) Security Premium Reserve : The Securities Premium represents the issue of securities at a premium. The reserve is utilised in accordance with the provisions of the Act.
c) General Reserve : The general reserve comprises of transfer of profits from retained earnings for appropriation purpose. The reserve can be distributed/utilised by the Company in accordance with the provisions of the Act.
d) Special Economic Zone Re-Investment Reserve : The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1) (ii) of the Income-tax Act, 1961. The reserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income Tax Act, 1961.
e) Employee Stock Options Outstanding : This reserve represents the excess of the fair value of the options on the grant date over the strike price which is accumulated by the Company in respect of all options that have been granted. The Company transfers the proportionate amounts, outstanding in this account, in relation to options exercised to securities premium on the date of exercise of such options.
f) Retained Earnings : This represent the amount of accumulated earnings of the Company.
30. Employee Stock Option Employee Stock Option Scheme (ESOP)
Under the Employee Stock Option Plan, Compensation Committee of the Board of Directors has approved and granted share options to the eligible employees of the company subject to requirements of vesting conditions. All the options vest in equal tranches over a period of 3 years from the date of grant. Upon vesting, the employees can acquire one equity shares of ' 5 each for every option and secure allotment of company's shares at a price determined at the time of grant of options. The maximum contractual term for all the stock option plans are 5 years.
ESOP 2022 scheme
The stock compensation cost of 'GENESYS ESOP SCHEME-2022' (“the scheme”) is computed under the intrinsic value method in compliance with IND AS and amortized on straight line basis over the total vesting period of 1 to 3.9 years. Intrinsic value is the amount by which the quoted market price of the underlying share as on the date of grant exceeds the exercise price of the option. The intrinsic value on the date of grant approximates the fair value.
Claims against the Company amounting to ' 932.16 lakhs and ' 617.69 lakhs are not acknowledged as debts in respect of income tax and GST matters as at March 31,2025 and March 31,2024, respectively. The claims against the Company represent demands arising on completion of assessment proceedings by the tax departments. These matters are pending before appellate authorities and the management including its tax advisors expect that Company's position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company's financial position and results of operations.
(ii) Capital Commitment:
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of Advances and taxes) ' 191.13 Lakhs (Previous Year: ' 421.27 Lakhs).
33. Employee Benefits:
The disclosure in accordance with the requirements of Indian Accounting Standard -19 Employee Benefits are provided below -
(A) Defined contribution plans
The Company has certain defined contribution plan.Contributions are made to provident fund and ESIC for employees as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
vi. The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based on the yields / rates available on applicable bonds as on the current valuation date.
vii. The salary growth rate indicated above is the Company's best estimate of an increase in salary of the employees in future years, determined considering the general trend in inflation, seniority, promotions, past experience and other relevant factors such as demand and supply in employment market, etc.
viii. The weighted-average duration of the defined benefit obligation as at 31 March 2025 was 5 years. b) Compensated absences
In respect of compensated absences, accrual is made on the basis of a year-end actuarial valuation as at balance sheet date. The actuarial valuation is done as per Project unit credit method
The leave obligation cover the Company's liability for earned leave. The amount of the provision of ' 334.64 lakhs (31 March 2024 ' 279 lakhs) is presented as non-current and ' 58.67 lakhs (31 March 2024 ' 54.84 lakhs) is presented as current. The Company has recognised ' 85.73 lakhs (31 March 2024'82.23 lakhs) for compensated absences in the Statement of Profit and Loss.
34. As per “IND AS - 108 on Segment reporting”, segment information is given below:
i. The Company operates only in one Primary Segment i.e. GIS based services for the purpose of IND AS - 108 Segmental reporting, hence disclosure as per IND AS 108 'Operating Segment' is not required.
ii. The disclosure requirement for Secondary Segment as per IND AS - 108 Segmental reporting is as under:
The fair value of other current financial assets, cash and cash equivalents, trade receivables investments trade payables, short-term borrowings and other financial liabilities approximate the carrying amounts because of the short term nature of these financial instruments.
The amortized cost using effective interest rate (EIR) of non-current financial assets consisting of security and term deposits are not significantly different from the carrying amount.
Financial assets that are neither past due nor impaired include cash and cash equivalents, security deposits, term deposits, and other financial assets.
B. Fair value hierarchy
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
No financial assets/liabilities have been valued using level 1 fair value measurements except as disclosed below:
The carrying amount of cash and cash equivalents, trade receivables, fixed deposits, trade payables, other payables and short-term borrowings are considered to be the same as their fair values.
C. Financial risk management objectives and policies
Financial risk Factor:
The Company's activities exposes it to a variety of financial risks : Market Risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
i. Foreign currency exchange rate risk:
The fluctuation in foreign currency exchange rates may have a potential impact on the standalone statement of profit and loss and equity. This arises from transactions entered into in foreign currency and assets/liabilities which are denominated in a currency other than the functional currency of the Company.
A majority of the Company's foreign currency transactions are denominated in US Dollars. Other foreign currency transactions entered into by the Company are in Sterling Pound (GBP), Euro, Saudi Riyal, Kuwaiti Dinar, UAE Dirham's and MUR.Thus, the foreign currency sensitivity analysis has only been performed in respective currencies.
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. Further, in accordance with its risk management policy, Company does not hedge its risks by using any derivative financial instruments.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company's receivables from deposits with landlords and other statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month's operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does a proper financial and credibility check on the landlords before taking any property on lease and hasn't had a single instance of non-refund of security deposit on vacating the leased property. The Company also in some cases ensure that the notice period rentals are adjusted against the security deposits and only differential, if any, is paid out thereby further mitigating the non-realization risk. The Company does not foresee any credit risks on deposits with regulatory authorities.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current and previous year.
No changes were made in the objectives, policies or processes for managing capital during the current year and previous year.
38. Additional Regulatory Information
a. There are no title deeds of Immovable Properties which are not held in name of the Company
b. Company does not have investment property, hence fair valuation of investment property is not applicable.
c. Company has not revalued any Property, Plant and Equipment (including Right-of- Use Assets)
d. Company has not revalued any Intangible Assets
e. The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.
f. The company has not been declared a wilful defaulter by any bank or financial Institution or any other lender
g. The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956,
h. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
i. The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
j. With respect to the Scheme of merger approved by the National Company law Tribunal during the current year, appropriate accounting treatment as per the Scheme has been given effect in the standalone financial statement in accordance with accounting treatment prescribed in the scheme and Ind AS 103 - Business Combination. (Refer note 41).
k. Utilisation of borrowed fund and securities premium
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
l. Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Group from banks and financial institutions have been applied for the purposes for which such borrowings were taken.
m. The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
n. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
o. The Code on Social Security 2020 ('the Code') relating to employee benefits, during the employment and post¬ employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.”
* During the previous year, the company has reduced its exposure to quoted investments and increased liquidity.
41. The Board of Directors at its meeting held on December 19, 2022 have approved the Scheme of Arrangement (“the Scheme”) for the amalgamation of Virtual World Spatial Technologies Private Limited ('VWSTPL') (Wholly owned subsidiary company ) with the Company w.e.f. April 1, 2023. The Company had filed the petition in connection with the Scheme with the Hon'ble National Company Law Tribunal (“The Tribunal”). The Scheme was sanctioned by the Tribunal vide order dated July 08, 2024. Consequently, the Company has included the financial statement of amalgamated undertaking from the date of acquisition of control i.e. April 1,2023 pursuant to the accounting treatment as prescribed in the Scheme.
The transaction was recorded in the books of the Company in previous year as per 'Pooling of Interest Method' as prescribed in Appendix C of Indian Accounting Standard 103 on Business Combinations notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, relevant clarifications issued by the IND AS Transition Facilitation Group (ITFG) of the Institute of Chartered Accountants of India and other generally accepted accounting principles in India or any other relevant or related requirement under the Act, as applicable.
- Accordingly, the assets and liabilities transferred have been accounted at the carrying amounts as reflected in the books of VWSTPL as at April 1, 2023 and no adjustments have been made to reflect the fair values, or recognize any new assets or liabilities;
- The identity of the reserves have been preserved and are recorded in the same form and at the carrying amount as appearing in the Standalone financial statements of Genesys International Corporation Limited (GICL);
- The inter-company balances between both have been eliminated;
42. Figures for previous year have been re-grouped/re-classified wherever necessary to correspond with the current year's presentation.
43. On 17th May 2025, the Company has, by way of Qualified Institutions Placement in accordance with SEBI (lssue of Capital and Disclosure Requirements) Regulations, 2018, alloted 17,39,625 equity shares of face value of ' 5 per share at a price of ' 632.32 per share, aggregating to '11,000 lakhs.
As per our Report of even date attached For and on behalf of the Board of Directors For M S K A & Associates of Genesys International Corporation Limited
Chartered Accountants Firm Registration No. : 105047W
Amrish Vaidya Sajid Malik Ravi Kumar Jatavallabha V Vineet Chopra
Partner Chairman & Managing Director Chief Financial Officer Company Secretary
Membership No. 101739 DIN: 00400366 Membership No: FCS 5259
Date: 30 May 2025 Date: 30 May 2025 Date: 30 May 2025 Date: 30 May 2025
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai
|