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Kaya Ltd.

BSE: 539276 Sector: Consumer
NSE: KAYA ISIN Code: INE587G01015
BSE 00:00 | 21 Sep 908.45 -32.75
(-3.48%)
OPEN

951.25

HIGH

972.00

LOW

873.15

NSE 00:00 | 21 Sep 902.20 -40.50
(-4.30%)
OPEN

940.05

HIGH

969.00

LOW

850.00

OPEN 951.25
PREVIOUS CLOSE 941.20
VOLUME 2595
52-Week high 1262.00
52-Week low 823.00
P/E
Mkt Cap.(Rs cr) 1,186
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 951.25
CLOSE 941.20
VOLUME 2595
52-Week high 1262.00
52-Week low 823.00
P/E
Mkt Cap.(Rs cr) 1,186
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kaya Ltd. (KAYA) - Auditors Report

Company auditors report

To the Members of Kaya Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Kaya Limited("the Company") which comprise the Balance Sheet as at 31 March 2018 theStatement of Profit and Loss the Statement of Changes in Equity and the Statement of CashFlows for the year then ended and summaryofthesignificantaccounting policies and otherexplanatory information (collectively referred to as ‘standalone Ind AS financialstatements').

Management's Responsibility for the Standalone Ind AS 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 Ind AS financialstatements that give a true and fair view of the state ofaffairs loss (including other comprehensive income) changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards ("Ind AS") prescribed underSection 133 of the Act.

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 of theaccounting records relevant to the preparation and presentation of the standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany'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.

Auditor's 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 theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder. We conductedour audit of the standalone Ind AS financial statements in accordance with the Standardson Auditing specified under Section 143(10) of the Act. Those Standards require that wecomply 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 andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financialcontrol relevantto the Company's preparation of the standalone Ind AS financial statements that give atrue and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We are also responsible to 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 entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern.

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 of the state of affairs of theCompany as at 31 March 2018 its loss (including other comprehensive income) changes inequity and its cash flows for the year ended on that date.

Other Matters of the Company for the year ended 31 March 2017 and the transition date1. The comparative financial opening balance sheet as at 1 April 2016 prepared inaccordance with Ind AS included in these standalone Ind AS financial statements have beenaudited by the predecess or auditor who had audited the financial statements for therelevant periods. The report of the predecessor auditor on the comparative financialinformation and balance sheet dated 4 May 2018 expressed an unmodified opinion.

Our opinion is not modified in respect of this matter.

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 in terms of Section 143(11) of the Act we give specifiedin paragraphs 3 "Annexure A" a statement on the matters and 4 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 the Statement of Cash Flowsand Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account;

(d) In our opinion the aforesaid standalone financial statements comply with theIndian Accounting Ind AS Standards prescribed under Section 133 of the Act;

(e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 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 with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate 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 42 to the standaloneInd 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 has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company; and

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made since they do not pertain to the financial year ended 31 March 2018.

However amounts as appearing in the audited Standalone Ind AS financial statements forthe year ended 31 March 2017 have been disclosed.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rajesh Mehra
Mumbai Partner
4 May 2018 Membership No: 103145

ANNEXURE A TO INDEPENDENT AUDITOR'S REPORT

With reference to the Annexure A referred to in the Independent Auditor's Report to theMembers of Kaya Limited ("the Company") on the standalone Ind AS financialstatements for the year ended 31 March 2018 we report the following:

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

Management according to a phased programme designed to are physically verified

(b) The fixed cover all the items over a period of two years which in our opinion isreasonable having regard to the size of the Company and the nature of its assets. Pursuantto the programme certain fixed assets were physically verified by the Management duringthe year and no material discrepancies were noticed on such verification.

(c) The Company does not own any immovable properties as disclosed in Note 3 onProperty plant and equipment in the notes to Standalone Ind AS financial statements.Accordingly paragraph 3(i)(c) of the Order is not applicable to the Company.

(ii) The inventory has been physically verified by the management during the year. Inour opinion the such verification is reasonable. The discrepancies noticed onverification between the physical stocks and the book records were not material and havebeen dealt with in the books of account.

(iii) The Company has not granted any loans secured or unsecured to companieslimited liability partnerships body corporates firms or other parties covered in theregister required to be maintained under Section 189 of the Act. Accordingly paragraphs3(iii)(a)(iii)(b)(iii)(c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to us theCompany has not granted any loans or provided any guarantees or security to the partiescovered under Section 185 of the Act. The Company has complied with the provisions ofSection 186 of the Act with respect to the investments made during the year. The Companyhas not provided any security during the year. Accordingly compliance under Section 186of the Act in respect of providing securities is not applicable to the Company.

(v) According to the information and explanations given to us the Company has notaccepted any deposits from the public in accordance with the provisions of Sections 73 to76 of the Act and the Rules framed thereunder. Accordingly paragraph 3(v) of the Order isnot applicable to the Company.

(vi) According to the information and explanations given to us the Central Governmenthas not specified the maintenance of cost records under sub-section (1) of Section 148 ofthe Act for any of the products of the company. Accordingly paragraph 3(vi) of the Orderis not applicable to 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 Income tax Goods and Servicetax Service tax Luxury tax Value added tax Cess Duty of excise and other materialstatutory dues have been regularly deposited during the year by the Company with theappropriate authorities. According to the information and explanations given to us and onthe basis of our examination of records of the Company amounts deducted / accrued in thebooks of account in respect of undisputed statutory dues including Employees' StateInsurance Labour Welfare Fund Profession tax and Provident fund have generally beenregularly deposited during the year by the Company with the appropriate authoritiesthough there have been slight delays in a few cases.

According to the information and explanations given to us no undisputed amountspayable in respect of Income tax Goods and Service tax Service tax Luxury tax Valueadded tax Cess Duty of excise Employees' State Insurance Labour Welfare FundProfession tax Provident fund and any other material statutory dues were in arrears as on31 March 2018 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 ofIncome-tax Sales-tax Service tax Value added tax Cess and Duty of excise which havenot been deposited with the appropriate authorities on account of any dispute except asdisclosed below:

Name of the statute Nature of dues Amount (Rs. in Lakhs) Period to which the amount relates Forum where the dispute is pending
Finance Act 1994 Service Tax 37.46 December 2004 to March 2006 Commisioner or Service Tax
Finance Act 1994 Service Tax 215.42 April 2008 to March 2012 Custom Excise & Service Tax Appellate Tribunal
Finance Act 1994 Service Tax 183.92 April 2011 to March 2012 Commissioner of Service Tax
Andhra Pradesh VAT Act 2005 VAT 53.98 2009-10 to 2011-12 Commercial Tax Officer
Kerala VAT Act 2003 VAT 12.85 2011-14 Deputy Commissioner of Appeals
Kerala VAT Act 2003 VAT 4.00 2014-15 Assistant Commissioner
Delhi VAT Act 2004 VAT 5.14 2009-10 Assistant Commissioner

(viii) In our opinion and according to the information and explanations given to usthe Company does not have any loans or borrowings from any financial institutions banksor the government nor does it have any dues to debenture holders during the year.Accordingly paragraph 3(viii) of the Order is not applicable.

(ix) The Company did not raise money by way of initial public offer or further publicoffer (including debt instruments) and has not obtained any term loans during the year.Accordingly paragraph 3(ix) of the Order is not applicable.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers employeesnoticed or reported during the year nor have we been informed of any such case by themanagement.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not paid / provided formanagerial remuneration during the year. Accordingly paragraph 3(xi) of the Order is notapplicable.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company and the Nidhi Rules 2014 are not applicable to it.Accordingly paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable. The details of suchrelated party transactions have been disclosed in the standalone Ind AS financialstatements as required by applicable accounting standards.

(xiv).According to the information and explanations give 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. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

(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 them. Accordingly paragraph 3(xv)of the Order is not applicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rajesh Mehra
Mumbai Partner
4 May 2018 Membership No: 103145

ANNEXURE B TO INDEPENDENT AUDITOR'S REPORT

(Referred to in our report of even date)

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 the KayaLimited ("the Company") as of 31 March 2018 in conjunction with our audit of thestandalone Ind AS financial 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 internal control over financial reporting criteria established by the internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued 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 Act.

Auditor's 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") and the Standards on Auditing issued by ICAI and deemed tobe prescribed 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 system over financial reporting and their operating effectiveness.Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial reporting.

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 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rajesh Mehra
Mumbai Partner
4 May 2018 Membership No: 103145