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KSE Ltd.

BSE: 519421 Sector: Agri and agri inputs
NSE: KSE ISIN Code: INE953E01014
BSE 00:00 | 21 May 1324.95 7.45
(0.57%)
OPEN

1322.00

HIGH

1357.20

LOW

1298.00

NSE 05:30 | 01 Jan KSE Ltd
OPEN 1322.00
PREVIOUS CLOSE 1317.50
VOLUME 1008
52-Week high 4000.00
52-Week low 1208.45
P/E 11.47
Mkt Cap.(Rs cr) 424
Buy Price 1303.10
Buy Qty 25.00
Sell Price 1327.85
Sell Qty 10.00
OPEN 1322.00
CLOSE 1317.50
VOLUME 1008
52-Week high 4000.00
52-Week low 1208.45
P/E 11.47
Mkt Cap.(Rs cr) 424
Buy Price 1303.10
Buy Qty 25.00
Sell Price 1327.85
Sell Qty 10.00

KSE Ltd. (KSE) - Auditors Report

Company auditors report

To

The Members of KSE Limited

(CIN: L15331KL1963PLC002028)

Irinjalakuda

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of M/s KSE Limited(CIN:L15331KL1963PLC002028) (‘‘the Company'') which comprise the Balance Sheetas at 31st March 2018 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsfor the year then ended and a summary of the significant accounting policies along withthe Notes forming part of the accounts and other explanatory information (hereinafterreferred to as "Ind AS financial statements") which we have signed underreference to this report.

Management's Responsibility for the 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 Ind AS financial statements that give a true and fair view of the the state ofaffairs the profit including other comprehensive income cash flows and changes in equityof the Company in accordance with the Indian Accounting Standards (Ind AS) prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.

In conducting 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 and the Orderissued under section 143(11) of the Act.

We conducted our audit of the Ind AS financial statements on a test check basis inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the Ind AS financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements read together with the Notesthereon give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at 31st March 2018 and itsprofit including other comprehensive income the changes in equity and its cash flows forthe year ended on that date.

Other Matter - Audit of comparative information vis-a-vis adjustments on account oftransition to Ind AS

The comparative financial information of the Company for the year ended 31stMarch 2017 and the transition date opening balance sheet as at 1st April 2016included in these Ind AS financial statements are based on the previously issuedstatutory financial statements prepared in accordance with the Companies (AccountingStandards) Rules 2006 audited by the predecessor auditor whose reports for the yearsended 31st March 2017 and 31st March 2016 dated 30thMay 2017 and 30th May 2016 respectively expressed an unmodified opinion onthose financial statements. These financial statements were adjusted for the differencesin the accounting principles adopted by the Company on transition to the Ind AS which arefinalised by the management after discussions with the predecessor auditors and suchadjustments on account of transition to Ind AS have been audited by us. Our opinion is notmodified 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 of India in terms of section 143(11) of the Act on thebasis of such checks of the books and records of the Company as we considered appropriateand according to the information and explanations given to us we give in the"Annexure A" to this report a statement on the matters specified in theparagraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act based on our audit 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 including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flows dealt with by thisreport are in agreement with the books of account;

(d) in our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act to the extent applicable;

(e) on the basis of the written representations received from the directors of theCompany as on 31st March 2018 taken on record by the Board of Directors noneof the directors of the Company is disqualified as on 31st March 2018 frombeing appointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls our report isgiven in "Annexure B" to this report; and (g) with respect to the other mattersto be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules 2014 in our opinion and to the best of our information and accordingto the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial statements – Refer Note 33.6 to the Ind AS financialstatements;

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.

For S. S. AYYAR & CO.
Chartered Accountants Kottayam
Firm No. 050012 S) (
Sd/-
Irinjalakuda CA. S.S Ayyar F. C. A.
May 30 2018 (M. No. 004846)
Enclosures : Annexure A and Annexure B referred to above. Partner

ANNEXURE "A" TO THE AUDITORS' REPORT

(Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" section of our report to the members of KSE Limited of even date) (i)In respect of fixed assets -

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

(b) We are informed that major items of the fixed assets of the Company have beenphysically verified by the management during the year which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. We are alsoinformed that no material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us the records of thecompany examined by us and the confirmation from financial lenders in respect of titledeeds deposited with them and based on the details of land and buildings furnished to usby the company the title deeds of immovable properties are held in the name of theCompany.

(ii) We are informed that the physical verification of inventory has been conducted atreasonable intervals by the management and that no material discrepancies were noticed onsuch verification.

(iii) To the best of our knowledge and according to information and explanations givento us the Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013.

(iv) In our opinion and according to information and explanations given to us theCompany has not made any investment or granted any loans or given any security or givenany guarantee for which the provisions of Sections 185 and 186 of the Companies Act 2013are applicable.

(v) In respect of deposits accepted by the Company from the public the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Companies Act 2013 and the Rules framed there under whereverapplicable have been complied with.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant tothe Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Governmentunder Section 148 (1) of the Companies Act 2013 and are of the opinion that prima faciethe prescribed cost records have been maintained. We have however not made a detailedexamination of the cost records with a view to determine whether they are accurate orcomplete.

(vii) In respect of statutory dues -

(a) According to the information and explanations furnished to us and according to ourexamination of the records of the Company except for certain minor delays in remittanceof undisputed income tax deducted at source the Company has generally been regular indepositing undisputed statutory dues including Provident Fund Employees' StateInsurance Income Tax Sales Tax Service Tax Goods and Service Tax Value Added TaxCustoms Duty Excise Duty Cess and other material statutory dues applicable to it withthe appropriate authorities. There were no undisputed amounts payable in respect ofProvident Fund Employees' State Insurance Income Tax Sales Tax Service Tax ValueAdded Tax Goods and Service Tax Customs Duty Excise Duty Cess and other materialstatutory dues in arrears as at 31st March 2018 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us and as per the records ofthe Company examined by us details of dues of income tax and sales tax or service tax orduty of custom or duty of excise or value added tax that have not been deposited with therelevant authorities on account of dispute as at 31st March 2018 are asshown below:

Name of the statute Nature of the dues Amount (Rs in lakhs) Period to which the amount relates Forum where dispute is pending
Kerala General Salestax Act 1963 Sales tax 25.40 Financial year 2000-01 Asst. Commissioner (Assessment)
Kerala Value Added Tax Act 2003 Value Added Tax 2.12 Financial year 2010-11 Deputy Commissioner (Appeals)
Central Excise Act 1948 Central Excise Duty 34.52 Financial years 2014-15 2015-16 and The Company has filed appeals before the Commissioner of
2016-17 Central Excise (Appeals).
Customs Act 1962 Customs duty 45.07 Financial year 2008-09 The Company has filed appeals before the Hon. High Court of
(excluding interest) 1.98 Financial year 2009-10
Kerala.

(viii) According to the information and explanations given to us and as per the recordsof the Company verified by us the Company has not defaulted in repayment of loans orborrowings to the banks and financial institutions. The company has neither taken anyloans or borrowings from government nor has any dues to debenture holders.

(ix) According to the information and explanations given to us and on an overallexamination of the records we report that the Company has not raised any money by way ofinitial public offer or further public offer (including debt instruments). The company hasnot availed any term loans during the year.

(x) While planning and performing audit procedures and evaluating and reporting theresults thereof we have considered the risk of material mis-statements in the financialstatements resulting from fraud or error. However due to the inherent limitations of anaudit there is an unavoidable risk that some material mis-statements of financialstatements on account of fraud or error may not be detected even though the audit isproperly planned and performed in accordance with the Standards on Auditing generallyaccepted in India. During the course of our examination of the books and records of theCompany carried out in accordance with generally accepted auditing practices in Indiaand according to the information and explanations given to us we have neither come acrossany instances of material fraud by the Company or on the company by its officers oremployees noticed or reported during the year nor have been informed of such case by theManagement.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act. (xii)The company is not a Nidhi Company. Accordingly the reporting requirements under clause(xii) of paragraph 3 of the Order are not applicable.

(xiii) According to the information and explanations given to us and the records of theCompany examined by us all transactions with the related parties are in compliance withSections 177 and 188 of the Companies Act 2013 where applicable and the details asrequired by the applicable Accounting Standards have been disclosed by the management inNote 33.10 to the financial statements.

(xiv) According to the information and explanations given 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.

(xv) According to the information and explanations given to us and records of theCompany examined by us the Company has not entered into any non-cash transactions withdirectors or persons connected with them. Accordingly paragraph 3 (xv) of the Order isnot applicable.

(xvi) According to the information and explanations given to us and the records of theCompany examined by us the Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934. Accordingly the reporting requirement underclause (xvi) of paragraph 3 of the Order is not applicable.

For S. S. AYYAR & CO.
Chartered Accountants Kottayam
(Firm No. 050012 S)
Sd/-
CA. S.S Ayyar F. C. A.
Irinjalakuda (M. No. 004846)
May 30 2018 Partner

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2

(f) under "Report on Other Legal and Regulatory Requirements" section of ourreport to the members of KSE Limited 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 M/s KSELimited (CIN:L15331KL1963PLC002028) ("the Company") as of 31st March2018 in conjunction with our audit of the Ind AS financial statements of the Company forthe year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the company considering the essential components of internalcontrol stated in the Guidance note on audit of internal financial controls over financialreporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the 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 Companies Act 2013.

Auditors' 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 deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. We havealso considered the fact that all the units of the company are subject to internal auditby external firms of Chartered Accountants and we are informed that the points arising ininternal audit are being duly dealt with by the management.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st 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 S. S. AYYAR & CO.
Chartered Accountants Kottayam
Firm No. 050012 S) (
Sd/-
CA. S.S Ayyar F. C. A.
Irinjalakuda (M. No. 004846)
May 30 2018 Partner