To the Members
Your Directors present the 19th Annual Report of Kaya Limited for the yearended March 31 2022.
In line with the requirements of the Companies Act 2013 (the "Act") thisreport covers the financial results and other developments during April 1 2021 to March31 2022 in respect of Kaya Limited (the "Company") and Kaya Consolidatedcomprising of the Company its Subsidiaries and Joint Venture. The consolidated entity hasbeen referred to as Kaya Group' or GroupRs in this report.
1. FINANCIAL RESULTS
(Rs in lakhs)
|Particulars ||Standalone ||Consolidated |
| ||Year ended March 31 2022 ||Year ended March 31 2021 ||Year ended March 31 2022 ||Year ended March 31 2021 |
|Total Revenue ||14981.69 ||12957.84 ||33574.52 ||28975.22 |
|(Loss) before Tax ||(2547.56) ||(1412.03) ||(6795.93) ||(3741.04) |
|Tax Expense || || || || |
|- Current Tax ||- ||- ||- ||- |
|- Deferred Tax ||- ||- ||- ||- |
|(Loss) After Tax ||(2547.56) ||(1412.03) ||(6795.93) ||(3741.04) |
2. REVIEW OF OPERATIONS
During the year under review Group had posted consolidated total revenue of Rs33574.52 Lakh a increase of around 15.87% over the previous year. A loss of Rs 6795.93Lakh (-20.24% of total revenue) was reported during the financial year under review ascompared to a loss of Rs 3741.04 Lakh (-12.91% of previous year's total revenue) for theprevious financial year. There are no material changes and commitments affecting thefinancial position of your Company which have occurred between the end on the FY 2021-22and the date of this report.
3. TRANSFER TO RESERVES
There is no amount proposed to be transferred to general reserve this year due tounavailability of profits.
The Directors have recommended no dividend for the year ended March 31 2022.
5. SHARE CAPITAL
The paid-up equity share capital of the Company is INR 130640910 divided into13064091 equity shares of INR 10/- as on March 31 2022. During the current year therewas no issue and allotment of equity shares.
6. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is provided in the separate section and forms integral part of the Report.
As on March 312022 your Company has 7 subsidiaries. There are no associates or jointventure companies within the meaning of Section 2(6) of the Companies Act 2013. There hasbeen no material change in the nature of the business of the subsidiaries. A report on theperformance and financial position of each of the subsidiaries has been provided in FormAOC-1 annexed as Annexure I as per Section 129(2) of the Companies Act 2013.
Further pursuant to the provisions of Section 136 of the Act the audited financialstatements including consolidated financial statements along with relevant documents ofthe Company and audited financial statements of the subsidiaries are available on thewebsite of the Company www.kaya.in
The policy for determining material subsidiaries of the Company has been provided inthe following link www.kaya.in
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:
i. that in the preparation of the annual accounts for the year ended March 312022 theapplicable accounting standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the financial year and of the lossof your Company for that period;
iii. that they have taken proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. that the annual accounts have been prepared on a going concern' basis;
v. that proper internal financial controls to be followed by the Company were laid downand such internal financial controls are adequate and were operating effectively;
vi. that proper systems to ensure compliance with the provisions of all applicable lawswere devised and that such systems were adequate and operating effectively.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the requirements of the Act and the Company's Articles ofAssociation Mr. Rajen Mariwala retires by rotation and is eligible for re-appointment.Member's approval is being sought at the ensuing AGM for his re-appointment. His briefresume and other details in terms of Regulation 36(3) of SEBI LODR and SecretarialStandards on General Meeting is provided in the Notice of the Annual General Meeting.Also he is not disqualified from being re-appointed as the Director by virtue of theprovisions of Section 164 of the Companies Act 2013.
During the year under review Mr. Rishabh Mariwala was appointed as an AdditionalDirector in the Non-Executive Non-Independent Category w.e.f. May 19 2021. Ms. VasutaAgarwal and Dr. Om Manchanda were also appointed as Additional Directors in theNon-Executive Independent Category on August 3 2021. However at the Annual GeneralMeeting (AGM) held on September 29 2021 Members approved the appointments of Mr. RishabhMariwala as a Director of the Company liable to retire by rotation and Ms. VasutaAgarwal and Dr. Om Manchanda as Independent Directors of the Company for a term of 5 yearscommencing from August 3 2021.
Ms. Ameera Shah Independent Director of the Company tendered her resignation from thesaid position w.e.f. May 19 2021 on account of her other professional commitments. Shealso confirmed that there were no other material reasons for her resignation other thanthe reason mentioned above.
In terms of Section 149 of the Act Mr. B S Nagesh Mr. Nikhil Khattau Mr. IrfanMustafa Ms. Vasuta Agarwal and Dr. Om Manchanda are the Independent Directors of theCompany.
In terms of Regulation 25(8) of the Listing Regulations they have confirmed that theyare not aware of any circumstances or situation which exists or may be reasonablyanticipated that could impair or impact their ability to discharge their duties. Basedupon the declarations received from the Independent Directors the Board of Directors hasconfirmed that they meet the criteria of independence as mentioned under section 149(6) ofthe Act and Regulation 16(1)(b) of the Listing Regulations and that they are independentof the management.
In terms of Section 203 of the Act following are the Key Managerial Personnel of theCompany as on March 31 2022 are:
Mr. Harsh Mariwala - Chairman & Managing Director;
Mr. Rajiv Nair - Chief Executive Officer;
Mr. Saurabh Shah - Chief Financial Officer and
Ms. Nitika Dalmia - Company Secretary & Compliance Officer.
10. ANNUAL EVALUATION OF BOARD PERFORMANCE
In accordance with the relevant provisions of the Act and the Rules made thereunder andRegulation 17(10) of the Listing Regulations and the Guidance Note on Board Evaluationissued by SEBI vide its circular dated January 5 2017 the evaluation of the performanceof the individual Directors Chairman of the Board the Board as a whole and itsCommittees was carried out. The details of the same are explained in the CorporateGovernance Report.
11. POLICY ON NOMINATION AND REMUNERATION
In terms of the applicable provisions of the Act read with the rules made thereunderand the Listing Regulations your Board has formulated a policy in relation toappointment removal and remuneration of Directors and Key Managerial Personnel. TheNomination & Remuneration Policy can be accessed using the linkhttp://www.kaya.in/investors/#kaya_ investors and is annexed as Annexure II to thisreport.
12. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company met 8 (Eight) times during the year to deliberateon various matters. The details of the meetings of the Board and its Committees heldduring the year are stated in the Corporate Governance Report forming part of this AnnualReport.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy
Your company emphasizes of conservation of energy as its responsibility towards theenvironment and society at large. Your Company ensures that its products services andoperations are safe for consumers employees and the environment. Your Company ensuresthis with a focus on technology processes and improvements that matter for environment.These include reduction in power consumption optimal water usage and eliminating excessuse of paper.
The Company strives to adopt technology that provides the best possible outcome to itscustomers. The Company constantly reviews technological innovations/advancementsapplicable to its business.
Foreign Exchange Earnings and Outgo
The details of Foreign Exchange Earnings and Outgo for the year under review are asfollows:
(Rs in lakhs)
|Foreign exchange earnings and Outgo ||2021-22 ||2020-21 |
|1. The Foreign Exchange earned in terms of actual inflows during the year. ||1013 ||937 |
|2. The Foreign Exchange outgo during the year in terms of actual outflows. ||4101 ||1989 |
14. CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the Listing Regulations Report on Corporate Governancealong with the certificate from the Statutory Auditors certifying compliance withconditions of Corporate Governance forms part of this Annual Report.
15. ANNUAL RETURN
The Annual Return in Form MGT-7 for the financial year March 31 2022 is available onthe website of the Company at https://www . kaya.i n/i nvestors/#kaya_i nvesto rs.
16. VIGIL MECHANISM
We have embodied the mechanism in the Code of Conduct of the Company for employees toreport concerns about unethical behavior actual or suspected fraud or violation of ourCode of Conduct. This mechanism also provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provide for direct accessto the Chairman of the Audit Committee and the Risk Management Committee in exceptionalcases and no personnel have been denied access to the Audit Committee and Risk ManagementCommittee. The Board Audit Committee and Risk Management Committee are informedperiodically on the cases reported if any and the status of resolution of such cases.
17. RISK MANAGEMENT
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage.
18. INTERNAL FINANCIAL CONTROLS
The Company's internal financial control systems comprising Corporate GovernancePolicies roles responsibilities and authorities standard operating procedures and ERPare reviewed by the Management. The Internal Controls over Financial Reporting areroutinely tested and certified by Statutory Auditors to cover all offices factories andkey business areas. External firms were engaged to cover the internal audit reviews andthe reviews were performed based on the risk-based internal audit plan approved by theAudit and Risk Management Committee of the Company and they are also reported about thesignificant audit observations and follow up actions thereon. The Audit Committee and RiskManagement Committee periodically reviews the adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company's risk management policies andsystems.
19. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant / material orders passed by the regulators or courts ortribunals impacting the going concern status of your Company and its operations in future.
There was no application made or proceeding pending against the Company under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year under review.
20. STATUTORY AND BRANCH AUDITORS
B S R & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022)who are the Statutory Auditors of the Company hold office upto the conclusion of the 19thAGM to be held on August 1 2022.
Pursuant to the provisions of Sections 139 142 and other applicable provisions ifany of the Act (including any statutory modification or re-enactment thereof for the timebeing in force) and the Companies (Audit and Auditors) Rules 2014 as amended from timeto time B S R & Co. LLP are proposed to be re-appointed as Statutory Auditors of theCompany for a second term of five years to hold office from the conclusion of the 19thAGM till the conclusion of the 24th AGM to be held in 2027 subject to approvalof Members in the ensuing AGM. The necessary resolutions for re-appointment of B S R &Co. LLP form part of the Notice convening the ensuing AGM scheduled to be held on August12022.
The Company has in its Notice convening AGM an approval sought from the Members forpassing a resolution vide item No. 4 authorizing the Board to appoint Branch Auditors ofany Branch office of the Company whether existing or which may be opened/acquiredoutside India to act as Branch Auditors.
21. STATUTORY AUDITOR'S REPORT
The standalone and the consolidated financial statements of the Company have beenprepared in accordance with Ind AS notified under Section 133 of the Act.
The Statutory Auditor's report does not contain any qualifications reservationsadverse remarks or disclaimers.
The Statutory Auditors of the Company have not reported any fraud to the AuditCommittee as specified under section 143(12) of the Act during the year under review.
The Statutory Auditors were present in the last AGM.
22. INTERNAL AUDITORS
M/s. Ernst & Young LLP Chartered Accountants has been associated with yourCompany as its internal auditor partnering your Company in the area of risk management andinternal control systems.
23. SECRETARIAL AUDIT REPORT
M/s. Magia Halwai & Associates Practicing Company Secretaries were appointed asSecretarial Auditors of your Company to conduct a Secretarial Audit of records anddocuments of the Company for FY22. The Secretarial Audit Report confirms that the Companyhas complied with the provisions of the Act Rules Regulations and Guidelines and thatthere were no deviations or non-compliances. The Secretarial Audit Report is annexed asAnnexure IV to this Report.
The Secretarial Audit Report does not contain any qualifications reservations adverseremarks or disclaimers.
24. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India related to the Board Meetings and General Meeting.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements forming part of thisAnnual Report.
26. RELATED PARTY TRANSACTIONS
None of the material transactions with related parties fall under the scope of Section188(1) of the Act. Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2022 and hence does not form part of this report.
The Policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company at https:// www. kaya .in/i nvestors/#kaya_i nvestors.
Pursuant to SEBI LODR and the applicable provisions of the Act the Notice of PostalBallot for seeking approval of the shareholders on various material related partytransactions was sent to the members on May 25 2022. The material related partytransactions for which the approval of members has been sought through aforesaid postalballot are as follows:
a) To approve Material Related Party Transaction(s) with Mr. Harsh Mariwala enteredinto during FY 2021-22.
b) To approve Material Related Party Transaction(s) with Mr. Rajen Mariwala enteredinto during FY 2021-22.
a) To approve Material Related Party Transaction(s) to be entered into with Mr. HarshMariwala during Financial Year 2022-23 pertaining to availing of loans from him.
b) To approve Material Related Party Transaction(s) to be entered into with Mr. RajenMariwala during Financial Year 2022-23 pertaining to availing of loans from him.
c) To approve Material Related Party Transaction(s) to be entered into with Mr. HarshMariwala during Financial Year 2022-23 pertaining to repayment of loans availed fromhim.
d) To approve Material Related Party Transaction(s) to be entered into with Mr. RajenMariwala during Financial Year 2022-23 pertaining to repayment of loans availed fromhim.
27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 have been provided in the Report on CorporateGovernance Report.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure - V.
Statement containing the particulars of top ten employees and the employees drawingremuneration in excess of limits prescribed under Section 197(12) of the Act read withRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is an annexure forming part of this Report. In terms of the proviso to Section136(1) of the Act the Report and Accounts are being sent to the Members excluding theaforesaid annexure. The said statement is also available for inspection with the Company.Any Member interested in obtaining a copy of the same may write to the Company Secretaryat email@example.com
29. EMPLOYEES' STOCK OPTION SCHEME
Your Company has instituted Stock Option Plans to enable its employees to participatein your Company's future growth.
KAYA ESOP 2016 - Scheme IV
The Nomination and Remuneration Committee on August 3 2021 approved the Kaya ESOP 2016- Scheme IV through which they granted 215403 stock options to the employees of theCompanies and its subsidiaries. Out of the above options 76733 options had lapsed as onMarch 31 2022.
KAYA EMPLOYEE STOCK OPTION PLAN 2021
The Board of Directors of the Company at their meeting held on October 29 2021 hadapproved the introduction and implementation of Kaya Employee Stock Option Plan 2021("Kaya ESOP 2021" or "the Plan") for employees of the Company and itssubsidiaries and the same was approved by the members through postal ballot passed onJanuary 13 2022. Under the plan Stock Options shall be granted to eligible employees bythe Nomination and Remuneration Committee through various Schemes to be notified under thePlan. The total number of options granted in aggregate under the Plan shall not exceed653204 (aggregating to 5% of the total paid up share capital as on March 312021).
The Board and the members also approved the grant of options under the aforesaid KAYAESOP 2021 to an identified employee exceeding 1% (one percent) of the issued capital ofthe Company at the time of grant.
i. KAYA ESOP 2021 - SCHEME I
The Nomination and Remuneration Committee on March 2 2022 approved the Kaya ESOP 2021- Scheme I through which they granted 511364 stock options to an identified employee ofthe Company.
ii. KAYA ESOP 2021 - SCHEME II
The Nomination and Remuneration Committee on May 29 2022 approved the Kaya ESOP 2021 -Scheme II through which they granted 121000 stock options to the employees of theCompanies and its subsidiaries.
Detailed disclosure pertaining to ESOPs is annexed as annexure VI to this Report.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet.
The Board takes this opportunity to thank all its employees for their dedicated serviceand firm commitment to the goals of the Company. The Board also wishes to place on recordits sincere appreciation for the wholehearted support received from shareholders bankersall other business associates and customers. We look forward to continued support of allthese partners in progress.
|Place : Mumbai ||For and on behalf of the Board |
|Date : May 30 2022 ||Harsh Mariwala Chairman & Managing Director |