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KSS Ltd.

BSE: 532081 Sector: Media
NSE: KSERASERA ISIN Code: INE216D01026
BSE 00:00 | 14 Jun KSS Ltd
NSE 05:30 | 01 Jan KSS Ltd
OPEN 0.20
PREVIOUS CLOSE 0.19
VOLUME 1641065
52-Week high 0.26
52-Week low 0.10
P/E
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.20
CLOSE 0.19
VOLUME 1641065
52-Week high 0.26
52-Week low 0.10
P/E
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KSS Ltd. (KSERASERA) - Auditors Report

Company auditors report

To the Members of KSS LIMITED

(CIN: L22100MH1995PLC092438)

Opinion

We have audited the accompanying standalone financial statements of KSSLimited("the Company") which comprise the Balance Sheet as at 31st March2020 the Statement of Profit and Loss and the Statement of Cash Flow for the year thenended and notes to the financial statements including a summary of the significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the AccountingStandards and other accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2020 and its profit and its cash flows for theyear ended on that date.

Basis of Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our opinion on the standalone financial statements.

Emphasis of Matters

a) We draw attention to the Note 30 to the financial statement for a demand of Rs734.06 Lacs excluding interest and penalty under section 142 of the Custom Act 1962.Custom department freeze/attached the various assets and bank accounts against the saidrecovery. Based on legal Opinion obtained the company is of the view that said demandcontesting. Provision has been considered by the management in these financial statements.Our opinion is not qualified in respect of this matter.

b) We draw attention to the Note 30 to the financial statement for a demand of Rs1035.05 Lacs including the interest and penalty under MVAT. In line with film industryconsensus the Company is of the opinion that there are no grounds for levying VAT Basedon legal Opinion obtained; the company is of the view that said demand contesting. Henceno provision has been considered by the management in these financial statements. Ouropinion is not qualified in respect of this matter.

c) Notes to the financial statements which describe the uncertainty related to theoutcome of the pendency's of appeals and legal matters filed by the company as well asagainst the company.

Our opinion is not modified in respect of these matters.

Managements Responsibility for the Standalone Financial Statements

The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit / loss(including other comprehensive income) changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible 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.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial 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 financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

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 sub section (11) of section 143 ofthe Act we give in the ‘Annexure A' statement on the matters specified in theparagraph 3 and 4 of the Order to the extent applicable.

2. Further to our comments in Annexure A as required by section 143(3) of the Act wereport that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by thecompany so far as appears from our examination of those books;

c) The Balance sheet statement of profit & loss (including other comprehensiveincome) the statement of changes in Equity and statement of cash flows dealt with by thisreport are in agreement with the books of account; d) In our opinion the aforesaidstandalone financial statements comply with Ind AS Specified under section 133 of the Act;

e) In our opinion the matter described under the Emphasis of Matter Para above mayhave an adverse effect on the functioning of the Company;

f) Taken on record by the board of directors none of the directors is disqualified ason 31st March 2020 from being appointed as a director in terms of section164(2) of the act;

g) 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".

With respect to the other matters included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rule 2014 in our opinion best of ourInformation and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financialposition in its financial statements Refer to Note No. 30; ii. The Company does nothave any long-term contracts including derivatives contracts for which any provision isrequired; iii. The Company is not required to transfer amounts to the Investor Educationand Protection

Fund.

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 we givein "Annexure A" a statement on the matters specified in paragraph 3 and 4 of theorder to the extent applicable.

Annexure A to Independent Auditors' Report

Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' of the Independent Auditors' Report of even date to the members of KSSLimited on the financial statements for the year ended March 31 2020.

i. In respect of the company's fixed assets:

a) The company has maintains proper records showing full particulars includingquantitative details and situation of the fixed assets

b) The Company has regular programme of physical verification of its fixed assets atreasonable intervals. According to the information and explanations given to us nomaterial discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

ii. The Company is a service company. Accordingly it does not hold any physicalinventories.

Thus paragraph 3(ii) of the Order is not applicable to the company.

iii. According to the information and explanations given to us The Company has grantedloans to corporate covered in the register maintained under section 189 of the CompaniesAct 2013 (‘the Act'). (Amount in Lakhs)

S.No. Name of Company Opening Balance Loan given Repay/ Adjusted Closing Balance
1. Birla Gold and Precious Metals Limited 744.51 Nil 131.66 612.85
2. K Sera Sera Digital Cinema Limited 240.30 170.47 114.31 296.47

a) The terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the company's interest.

b) The Schedule of repayment of principal and payment of interest has been stipulatedand repayments of principal amounts and interest have been regular as per thestipulations.

c) There are no overdue amounts remaining outstanding as at the year end.

iv. In our opinion and according to the information and explanations given to usprovisions of section 186 of the Act in respect of loans and advances given investmentsmade and guarantees given has been complied with by the Company. The provisions ofsection 185 in respect of loans to directors including entities in which they areinterested and provisions of section 186 with respect to securities given are notapplicable to the Company and hence not commented upon

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable.

vi. Maintenance of cost records has not prescribed by the Central Government themaintenance under section 148(1) of the Act for business activities carried out by theCompany. Thus reporting under the said clause is not applicable to the company

vii. (a) According to the information and explanation given to us and records examinedby us the company is generally regular in depositing undisputed statutory dues includingprovident fund employees' state income-tax sales-tax service tax duty of customsduty of excise value added tax cess and any other statutory dues to the appropriateauthorities. (b) According to the information and explanation given to us there were noundisputed amounts payable in respect of Income Tax and any other statutory duesoutstanding as on 31st March 2020 for a period more than six months from thedate they became payable.

Nature of Statues Nature of Dues Amount Period for which amount related Forum where dispute is pending
Income tax TDS 402953 April 2019 to March 2020 AY 2019 to 6th of each Month

(c) According to the information and explanations given to us the dues in respect ofIncome Tax Sales Tax wealth Tax Value Added Tax Service tax customs duty have notbeen deposited with the appropriate authorities on account of dispute and the forum wherethe disputes are pending are as given below:

(Amount in Lacs)

Nature of Statues Nature of Dues Amount Period for which amount related Forum where dispute is pending
MVAT- 2002 VAT 1035.05 F.Y. 2005-06 to 2010- 11 Joint Commissioner of Sales Tax Mumbai
Income tax Act- 1961 Income tax 692.95 A.Y. 2006-07 to A.Y. 2013-14 ITAT Mumbai
Custom Act 1962 Custom duty 734.06 2009-10 to 2010-11 Writ petition filed in Hon'ble high Court Mumbai Demand U/s 114A of Customs Act

viii. The Company has not taken any loans or borrowings from any financial institutionbanks government or has not issued any debentures during the year. Accordingly paragraph3(viii) of the Order is not applicable.

ix. The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable.

x. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

xi. According to the information and explanations given to us and based on ourexamination of our records of the Company the Company has paid/ provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with schedule V to the Act. xii. In our opinion and according to theinformation and explanations given to us the Company is not a Nidhi company. Accordinglyparagraph 3(xii) of the Order is not applicable

xiii. 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.

xiv. 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 person connected with him as referred to in section 192 ofthe Act.

xv. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

Annexure B to the Independent Auditors' Report

Referred to in paragraph 1(f) under the heading ‘Report on other Legal andRegulatory Requirements' of the Independent Auditors' Report of even date to the membersof KSS Limited on the financial statements for the year ended March 31 2020:

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 KSS LIMITEDas of March 31 2020 in conjunction with our audit of the standalone financial statementsof 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 controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI').

These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

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 deemedto be prescribed under section 143(10) of the Companies Act 2013; to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively 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 the operatingeffectiveness. Our audit of internal financial control 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 auditors' judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. 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 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 March 31 2020 based on the criteria forinternal financial control over financial reporting 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 PIPARA & CO LLP
CHARTERED ACCOUNTANTS
FRN No. 107929W/W100219
Sd/-
NAMAN PIPARA
Date: 31st July 2020 PARTNER
Place: Mumbai M.No. 140234

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