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Kiran Vyapar Ltd.

BSE: 537750 Sector: Financials
NSE: N.A. ISIN Code: INE555P01013
BSE 13:46 | 02 Aug 160.00 -1.10
(-0.68%)
OPEN

160.70

HIGH

165.00

LOW

157.00

NSE 05:30 | 01 Jan Kiran Vyapar Ltd
OPEN 160.70
PREVIOUS CLOSE 161.10
VOLUME 11983
52-Week high 170.00
52-Week low 50.05
P/E 5.82
Mkt Cap.(Rs cr) 436
Buy Price 158.05
Buy Qty 10.00
Sell Price 160.00
Sell Qty 205.00
OPEN 160.70
CLOSE 161.10
VOLUME 11983
52-Week high 170.00
52-Week low 50.05
P/E 5.82
Mkt Cap.(Rs cr) 436
Buy Price 158.05
Buy Qty 10.00
Sell Price 160.00
Sell Qty 205.00

Kiran Vyapar Ltd. (KIRANVYAPAR) - Auditors Report

Company auditors report

To the Members of Kiran Vyapar Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements ofKiran Vyapar Limited (‘the Company') which comprise the Balance Sheet as at 31March 2020 the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (‘Act') in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India including Indian Accounting Standards (‘Ind AS')specified under section 133 of the Act of the state of affairs of the Company as at 31March 2020 and its loss (including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Our responsibilities under those standards arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India(‘ICAI') together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Act and the rules thereunder andwe have fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.

Emphasis of matter- Effects of Covid-19 pandemic

4. We draw attention to note 43 of the accompanying standalonefinancial statements which describes the uncertainty relating to outcome of the effects ofCovid-19 pandemic on the Company's operations and the consequential impact on theappropriateness of impairment losses recognised towards the loan assets as on 31 March2020. Our opinion is not modified in respect of this matter.

Key Audit Matter

5. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

6. We have determined the matter described below to be the key auditmatters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
Investments in unquoted investments carried at fair value Our audit procedures included but were not limited to the following:
Refer note 1 and 2 for significant accounting policies and note 6 and 34 for financial disclosures • Obtained a detailed understanding of the managements process and controls for determining the fair valuation of unquoted equity investments preference instruments and venture capital funds. The understanding was obtained by performance of walkthroughs which included inspection of documents produced by the Company and discussion with those involved in the process of valuation.
As at 31 March 2020 the Company has unquoted investments amounting to ' 21824.75 lakhs which includes investments in equity instruments preference instruments and venture capital funds. These investments represent 33% of the total assets of the Company as at 31 March 2020. • Evaluated the design and tested the operating effectiveness of key controls implemented for fair valuation of the investments;
The aforesaid investment is not traded in the active market. These investments are fair valued using Level 3 inputs. The fair valuation of these investments is determined by a management-appointed independent valuation specialist based on discounted cash flow method for equity and preference instruments. Investment in venture capital funds are valued based on the net asset value declared by the respective funds. The process of computation of fair valuation of investments include use of unobservable inputs management judgements and estimates which are complex. • Obtained the valuation reports done by management' expert and assessed the expert's competence objectivity and independence in performing the valuation of the investments;
The key assumptions underpinning management's assessment of fair value of these investments include application of liquidity discounts; calculation of discounting rates and the estimation of projections of revenues projections of future cash flows and growth rates which have been impacted by Covid 19 outbreak in the current year adding to the complexity involved with such accounting estimates. • Assessed the appropriateness of valuation methodology used for the fair valuation computation with the help of an auditor's expert and tested the mathematical accuracy of management's model adopted for the different types of investments;
The valuation of these investments was considered to be one of the areas which required significant auditor attention and was one of the matters of most significance in the standalone financial statements due to the materiality of total value of investments to the standalone financial statements and the complexity involved in the valuation of these investments. • Performed a test of reasonableness and also ensured that the key assumptions used in the cash flow projections including the growth rates discount rates considering evidence available to support these assumptions and our understanding of the business and assessed the impact of COVID-19 outbreak on these assumptions.
We also draw attention to note 43 of the accompanying standalone financial statements which describe the uncertainties relating to the effects of Covid-19 pandemic outbreak which impact the fair valuation of the above mentioned unquoted investment as on 31 March 2020. • Tested the discount rate and long-term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate;
• Ensured the appropriateness of disclosures in relation to these investments in accordance with the accounting standards.
• Verified the mathematical accuracy of the valuations model.
• Obtained written representations from management and those charged with governance whether they believe significant assumptions used in valuation of the investments are reasonable.

Information other than the Financial Statements and Auditor'sReport thereon

7. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annual Reportbut does not include the standalone financial statements and our auditor's reportthereon. The Annual Report is expected to be made available to us after the date of thisauditor's report.

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

In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

8. The accompanying standalone financial statements have been approvedby the Company's Board of Directors. The Company's Board of Directors isresponsible for the matters stated in section 134(5) of the Act with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income changes inequity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Ind AS specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing 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 financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

9. 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.

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

Auditor's Responsibilities for the Audit of the FinancialStatements

11. Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with Standards on Auditing 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 financial statements.

12. As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

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

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by 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 financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

13. 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.

14. We also provide those charged with governance with a statement thatwe have 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.

15. From the matters communicated with those charged with governancewe determine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act based on our audit wereport that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.

17. As required by the Companies (Auditor's Report) Order 2016(‘the Order') issued by the Central Government of India in terms of section143(11) of the Act we give in the Annexure A a statement on the matters specified inparagraphs 3 and 4 of the Order.

18. Further to our comments in Annexure A as required by section143(3) of the Act based on our audit we report to the extent applicable that:

a) we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our auditof the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are inagreement with the books of account;

d) in our opinion the aforesaid standalone financial statements complywith Ind AS specified under section 133 of the Act;

e) on the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2020 from being appointed as a director in terms of section164(2) of the Act;

f) we have also audited the internal financial controls with referenceto financial statements of the Company as on 31 March 2020 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date andour report dated 15 June 2020 as per Annexure B expressed an unmodified opinion;

g) with respect to the other matters to be included in theAuditor's 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 as detailed in note 29 to the standalone financialstatements has disclosed the impact of pending litigations on its financial position asat 31 March 2020;

ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2020;

iii. there were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended 31 March 2020;and

iv. the disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from 8 November 2016 to 30December 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Regn. No. : 001076N/N500013
Manish Gujral
Partner
Membership No.: 105117 UDIN : 20105117AAAACK8374
Place : Mumbai Date : 15 June 2020 ANNUAL REPORT 2019-2020

Annexure A to the Independent Auditor's Report of even date to themembers of Kiran Vyapar Limited on the standalone financial statements for theyear ended 31 March 2020

Based on the audit procedures performed for the purpose of reporting atrue and fair view on the standalone financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(b) All property plant and equipment have not been physically verifiedby the management during the year however there is a regular program of verificationonce in three years which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on suchverification.

(c) The Company does not hold any immovable property (in the nature of‘property plant and equipments'). Accordingly the provisions of clause 3(i)(c)of the Order are not applicable.

(ii) The Company does not have any inventory. Accordingly theprovisions of clause 3(ii) of the Order are not applicable.

(iii) The Company has granted unsecured loan to companies covered inthe register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans arenot prima facie prejudicial to the Company's interest.

(b) the schedule of repayment of principal and payment of interest hasbeen stipulated and the repayment/ receipts of the principal amount and the interest areregular; and

(c) there is no overdue amount in respect of loans granted to suchcompany.

(iv) The provisions of Sections 185 of the Act do not apply to theCompany. In our opinion the Company has not undertaken any transaction in respect ofinvestments guarantees and security covered under section 186 of the Act. Further in ouropinion the Company has complied with the provisions of section 186 of the Act in respectof loans given.

(v) In our opinion the Company has not accepted any deposits withinthe meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are notapplicable.

(vi) The Central Government has not specified maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company'sservices. Accordingly the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) The Company is regular in depositing undisputed statutorydues including goods and service tax provident

fund employees' state insurance income tax sales-tax servicetax duty of customs duty of excise value added tax cess and other material statutorydues as applicable to the appropriate authorities. Further no undisputed amountspayable in respect thereof were outstanding at the year-end for a period of more than sixmonths from the date they become payable.

(b) The dues outstanding in respect of income-tax sales-tax servicetax duty of customs duty of excise and value added tax on account of any dispute are asfollows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount (RS. lakhs) Amount Paid Under Protest (RS. lakhs) Period to which the amount relates (A.Y.) Forum where dispute is pending Remarks if any
The Income-Tax Act 1961 Income Tax 685.00 Nil AY 2011-12 Commissioner of Income Tax (Appeals) (See Note I below)
The Income-Tax Act 1961 Income Tax 15.40 2.31 AY 2013-14 Commissioner of Income Tax (Appeals) (See Note II below)
The Income-Tax Act 1961 Income Tax 1054.34 158.15 AY 2014-15 Commissioner of Income Tax (Appeals) (See Note II below)
The Income-Tax Act 1961 Income Tax 71.04 Nil AY 2015-16 Commissioner of Income Tax (Appeals)
The Income-Tax Act 1961 Income Tax 364.94 Nil AY 2018-19 Commissioner of Income Tax (Appeals)

Note:

I. Pertains to outstanding demand of income tax in respect of thedemerged Investment division of Maharaja Shree Umaid Mills Limited. The Company is liableto pay the tax (in respect of the demerged division) as per the order of the Hon'bleHigh Court at Calcutta.

II. The Company has made a payment of 15% of the disputed dues basiswhich a stay has been granted for the said demand by the authorities.

(viii) The Company has not defaulted in repayment of loans orborrowings to any financial institution during the year. The Company has no loans orborrowings payable to a bank or government and no dues payable to debenture- holdersduring the year.

(ix) The Company did not raise moneys by way of initial public offer orfurther public offer (including debt instruments). In our opinion the terms loans wereapplied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been provided by the Company inaccordance with the requisite approvals mandated by the provisions of Section 197 of theAct read with Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordinglyprovisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and the requisitedetails have been disclosed in the financial statements etc. as required by theapplicable Ind AS.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cashtransactions with the directors or persons connected with them covered under section 192of the Act.

(xvi) The Company is required to be registered under section 45-IA ofthe Reserve Bank of India Act 1934 and such registration has been obtained by theCompany.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Regn. No. : 001076N/N500013
Manish Gujral
Partner
Membership No.: 105117
UDIN : 20105117AAAACK8374
Place : Mumbai
Date : 15 June 2020

Annexure B to the Independent Auditor's Report of even date to themembers of Kiran Vyapar Limited on the standalone financial statements for the year ended31 March 2020

Independent Auditor's Report on the Internal Financial Controlswith reference to the standalone financial statements under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (‘the Act')

1. In conjunction with our audit of the standalone financial statementsof Kiran Vyapar Limited (‘the Company') as at and for the year ended 31 March2020 we have audited the internal financial controls with reference to financialstatements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance forInternal Financial Controls

2. The Company's Board of Directors is responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting (‘the GuidanceNote') issued by the Institute of Chartered Accountants of India (‘theICAI'). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of the Company's business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility for the Audit of the Internal FinancialControls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Company'sinternal Financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the ICAIprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements and the Guidance Noteissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements includes obtaining an understanding of suchinternal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgementincluding the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to FinancialStatements

6. A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includethose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could havea material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference toFinancial Statements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such controls wereoperating effectively as at 31 March 2020 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Regn. No. : 001076N/N500013
Manish Gujral
Partner
Membership No.: 105117
UDIN : 20105117AAAACK8374
Place : Mumbai
Date : 15 June 2020