Directors Report of Kaya Ltd.

Mar 31, 2018

BOARD’S REPORT

To the Members,

The Board of Directors (‘Board'') is pleased to present the Fifteenth Annual Report of your Company, Kaya Limited, for the year ended March 31, 2018 (‘the year under review'', ‘the year'' or ‘FY2017-18'').

In line with the requirements of the Companies Act, 2013, (the “Act”) this report covers the financial results and other developments during April 1, 2017 to March 31, 2018 in respect of Kaya Limited (‘Kaya'') and Kaya Consolidated comprising Kaya, its Subsidiaries and Joint Venture. The consolidated entity has been referred to as ‘Kaya Group'' or ‘Your Group'' in this report.

FINANCIAL RESULTS - AN OVERVIEW

(Rs, in Lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018
Total Revenue	20,593.34	21,078.16	42,042.60	40,993.45
(Loss) before Tax	(1,823.42)	(1,371.38)	(2,980.06)	(1,928.75)
Tax Expense
- Current Tax	-	-	-	-
- Deferred Tax	(254.31)	(37.81)	(254.31)	(37.81)
(Loss) After Tax	(1,569.11)	(1,333.57)	(2,830.28)	(1,976.92)

Figures for Financial Year 2016-17 have been restated as per Ind AS and therefore may not be comparable with financials for Financial Year 2016-17 approved by the Directors and disclosed in the Financial Statement of previous year.

REVIEW OF OPERATIONS

During the year under review, Your Group posted consolidated total revenue of INR 40,993.45 Lakhs, a reduction of around 2.5% over the previous year. A loss of INR 1,928.75 Lakhs (4.71% of Total Revenue) was reported during the financial year under review, as compared to a loss of INR 2,980.06 Lakhs (7.09% of previous year''s Total Revenue) for the previous financial year. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the FY 2017-18 and the date of this report.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to general reserve this year due to unavailability of profits.

DIVIDEND

The Directors have recommended no dividend for the year ended March 31, 2018.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (“MCA”), vide its notification dated February 16, 2015 issued Indian Accounting Standards ("IND AS”) applicable to certain classes of companies. In exercise of the powers conferred by Section 133 read with section 469 and Section 210A(1) of the Companies Act, 1956, the Central Government, in consultation with the National Advisory Committee on Accounting Standards, has replaced the existing Indian GAAP with IND AS. For Kaya, IND AS is applicable for the accounting period beginning April 1, 2017, with the transition date of April 1, 2016.

The following are the key areas which had an impact on account of IND AS transition:

- Customer Loyalty Programme (Deferred Revenue)

- Share based payments

- Deferred Tax Asset

- Defined employee benefit obligations

- Fair valuation of certain financial instruments

The detailed reconciliation of the transition from IGAAP to IND AS has been provided in Note 36 in the notes to accounts of Standalone Financial Statement and Note 38 in the notes to accounts of Consolidated Financial Statement.

SUBSIDIARIES/ JOINT VENTURE

Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5, 8 of Companies (Accounts) Rules, 2014 and other applicable provisions, if any, a statement covering the salient features of the financial statements of our subsidiaries, joint venture in the prescribed format AOC-1 is annexed to this report as Annexure I.

The financial statement of the subsidiary companies and related information are uploaded on the website of your Company and can be accessed using the link http://www.kaya.in/investors/#kaya_investors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

PUBLIC DEPOSITS

The Company did not accept any public deposits during the year 2017-18.

RELATED PARTY TRANSACTIONS

All the transactions with the related parties entered into during the financial year 2017-18 were at arm''s length and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made there under. There were no transactions which were material, considering the materiality thresholds prescribed under the Act and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at http:// www.kaya.in/investors/#kaya_investors.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forming a part of this Annual Report, inter alia, covers the following:

- Industry structure and development

- Opportunities and Threats

- Outlook

- Risks and Concerns

- Internal control systems and their adequacy

- Discussion on financial performance with respect to operational performance

- Material Developments in Human Resources/ Industrial Relations front, including number of people employed.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As per Section 152 and other applicable provisions of the Act, Mr. Rajendra Mariwala being liable to retire by rotation at the ensuing Annual General Meeting of the Company has offered himself for re-appointment.

The Company has received declarations from the Independent Directors affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and declaration under Regulation 26 of the Listing Regulations. Further, all the members of the Board of Directors and senior management personnel have confirmed compliance with the code of conduct of board of directors and senior management.

It is also proposed to re-appoint Ms. Ameera Shah, Independent Director, whose term of office expires on March 31, 2019, for a further period of 5 (Five) years, to hold office up to March 31, 2024.

During the year, Mr. Dharmendar Jain resigned as the Chief Financial Officer of the Company, w.e.f. April 21, 2017 and Mr. Naveen Duggal was appointed as the Chief Financial Officer w.e.f. August 2, 2017.

Further, during the year, Ms. Almas Badar resigned as the Company Secretary of the Company w.e.f. November 10, 2017 and Ms. Nitika Dalmia was appointed as the Company Secretary & Compliance Officer w.e.f. December 5, 2017.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors of the Company met 6 times during the year to deliberate on various matters. The details of the meetings of the Board and its Committees held during the year are stated in the Corporate Governance Report forming part of this Annual Report.

PERFORMANCE EVALUATION

In accordance with the relevant provisions of the Act, Rules made there under and the Regulation 17(10) of the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January 5, 2017, the evaluation of the performance of the individual directors, Chairman of the Board, the Board as a whole and its Committees was carried out. The details of the same are explained in the Corporate Governance Report.

CORPORATE GOVERNANCE

A separate section on corporate governance practices followed by the Company together with a certificate from the Statutory Auditors confirming compliance thereto is annexed to this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure on the details of remuneration to Directors and other employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure II.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 shall be made available on the website of the Company 21 days prior to the date of meeting of forthcoming Annual General Meeting. This information is also available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary of your Company.

POLICY ON NOMINATION AND REMUNERATION

In terms of the applicable provisions of the Act, read with the rules made there under and the Listing Regulations, your Board has formulated a policy in relation to appointment, removal and remuneration of Directors, and Key Managerial Personnel. The Nomination & Remuneration Policy can be accessed using the link http://www.kaya.in/investors/#kaya_ investors.

EMPLOYEES’ STOCK OPTION SCHEME

The Company had formulated and implemented Kaya Limited Employees Stock Option Scheme, 2014 and Kaya Limited Employees Stock Option Scheme, 2014 - KME for grant of options to employees of the Company and its subsidiaries respectively. Vesting Date for the options granted under Kaya Limited Employees Stock Option Scheme, 2014 and Kaya Limited Employees Stock Option Scheme, 2014 - KME was March 31, 2016 and March 31, 2017 respectively. In view of the implementation of the Kaya Employee Stock Options Plan, 2016, as explained below, no further grant of stock options is envisaged in these Schemes.

KAYA EMPLOYEE STOCK OPTION PLAN, 2016

The Board of Directors of the Company through a circular resolution passed on June 28, 2016 had approved the introduction and implementation of Kaya Employee Stock Option Plan, 2016 ("Kaya ESOP 2016” or "the Plan”) for employees of the Company and its subsidiaries and the same was approved by the shareholders at the Annual General Meeting held on August 4, 2016. Under the plan, Stock Options shall be granted to eligible employees by the Nomination and Remuneration Committee through various Schemes to be notified under the Plan. The total number of options granted in aggregate under the Plan shall not exceed 2% of the paid-up equity capital of the Company as on March 31,2016 and the grant of options to any single employee shall not exceed 0.5% of the paid-up equity share capital of the Company.

- KAYA ESOP 2016 - SCHEME I

Nomination and Remuneration Committee of the Board of Directors through a circular resolution passed on August 23, 2016 had approved the Kaya ESOP 2016 - Scheme I. Total of 2,53,893 stock options were granted under the said Scheme to the eligible employees of the Company and its Subsidiaries.

- KAYA ESOP 2016 - SCHEME II

The Nomination and Remuneration Committee of the Board of Directors through a circular resolution passed on June 28, 2017 had approved the Kaya ESOP 2016 - Scheme II. Total of 27,400 stock options were granted under this Scheme to the eligible employees of the Company and its Subsidiaries. However, due to resignation of the said eligible employees during 2017-18, the options granted under this Scheme have lapsed. The vesting date for the options granted was March 31, 2019.

- KAYA ESOP 2016 - SCHEME III

The Nomination and Remuneration Committee of the Board of Directors through a circular resolution passed on June 28, 2017 had approved the Kaya ESOP 2016 - Scheme III. Total of 14,700 stock options were granted under this Scheme to the eligible employees of the Company and its Subsidiaries. The vesting date for the options granted under this Scheme is March 31, 2020.

Additional information on ESOS in terms of section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and applicable provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 is annexed to this Report as Annexure III.

CORPORATE SOCIAL RESPONSIBILTY (“CSR”)

The statutory provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2018.

However, as a good Corporate Governance initiative, the Board of Directors had constituted the CSR Committee. Once the said statutory provisions are applicable to the Company, the CSR Committee shall recommend to the Board of Directors, the CSR Policy and amount of expenditure to be incurred for the purpose. The Composition of the Committee is laid down in the Corporate Governance Report forming part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, your Company has constituted an Internal Committee and during the year under review, the Committee received no complaints on sexual harassment.

AUDITORS

Statutory Auditors

The shareholders of the Company at their 14th Annual General Meeting held on August 2, 2017 had appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company to hold office from the conclusion of the 14th Annual General Meeting till the conclusion of 19th Annual General Meeting of the Company, subject to ratification by the shareholders at Annual General Meeting(s), as applicable.

Consequently, the Board of Directors recommends the ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of 16th Annual General Meeting of the Company.

Internal Auditors

M/s. Ernst & Young LLP, a Chartered Accountant Firm, has been associated with your Company as its internal auditor partnering your Company in the area of risk management and internal control systems.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company appointed Amita Desai & Co., Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report for FY2017-18 is enclosed as Annexure IV to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDITOR’S REPORT

The Auditor''s Report does not contain any qualification, reservation or adverse remark or disclaimer by M/s. B S R & Co. LLP, Chartered Accountants.

COMPOSITION OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

The composition and the detailed terms of reference of the Committee are stated in the Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

INTERNAL FINANCIAL CONTROLS

Kaya has developed IFC framework on the basis of review of Policies, procedures and processes. Controls for each of the processes were documented. Design and operating effectiveness of controls was tested by management and later audited by the statutory auditors. Your statutory auditors have given a clean report after checking effectiveness of controls.

The management believes that strengthening IFC is a continuous process and therefore it will continue its efforts to make the controls smarter with focus on preventive and automated controls as opposed to mitigating and manual controls.

VIGIL MECHANISM

We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically on the cases reported, if any and the status of resolution of such cases.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy

Your company emphasizes on conservation of energy as its responsibility towards the environment and society at large by ensuring that its products, services and operations are safe for consumers, employees and the environment. Your Company focuses on technology, processes and improvements that matter for environment which includes reduction in power consumption, optimal water usage and eliminating excess use of paper.

Technology Absorption

The Company strives to adopt technology that provides the best possible outcome to its customers. The Company constantly reviews technological innovations/advancements applicable to its business.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo for the year under review are as follows:

Foreign exchange earnings and Outgo	2017-18 (Rs, in Crore)	2016-17 (Rs, in Crore)
1. The Foreign Exchange earned in terms of actual inflows during the year.	8.54	5.17
2. The Foreign Exchange outgo during the year in terms of actual outflows.	5.75	7.74

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the extract of Annual Return of the Company for the financial year ended March 31, 2018 is given as Annexure V to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards related to the Board Meetings and General Meeting issued by the Institute of Company Secretaries of India (ICSI).

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of Section 134(3)(c) of the Act

- that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2018 and of the loss of your Company for the said year;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on a ‘going concern'' basis;

- that proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively;

- that proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, bankers, all other business associates, and customers. We look forward to continued support of all these partners in progress.

On behalf of the Board of Directors

Place : Mumbai Harsh Mariwala

Date : May 4, 2018 Chairman & Managing Director

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Mar 31, 2017

To the Members,

The Board of Directors (‘Board'') is pleased to present the Fourteenth Annual Report of your Company, Kaya Limited, for the year ended March 31, 2017 (‘the year under review'', ‘the year'' or ‘FY17'').

In line with the requirements of the Companies Act, 2013, this report covers the financial results and other developments during April 1, 2016 to March 31, 2017 in respect of Kaya Limited (‘Kaya'') and Kaya Consolidated comprising Kaya, its Subsidiaries and Joint Venture. The consolidated entity has been referred to as ‘Kaya Group'' or ‘Your Group'' in this report.

FINANCIAL RESULTS - AN OVERVIEW
Consolidated Summary Financials for the Group	Rs. Crore
	Year ended March 31,
	2017	2016
Revenue from Operations	410.25	369.90
Operating EBIDTA	10.09	13.38
Profit before Tax and Exceptional Items	(0.17)	8.86
Exceptional Items - Income / (expense) (net)	-	-
Profit after Tax	(0.17)	8.86
Kaya Limited - Financials	Rs. Crore
	Year ended March 31,
	2017	2016
Revenue from Operations	193.91	185.32
Profit before Tax	(17.76)	(8.62)
Less : Provision for Tax for the current year	-	-
Profit after Tax for the current year	(17.76)	(8.62)
Add : Surplus brought forward	(63.86)	(55.24)
Profit available for Appropriation	(81.62)	(63.86)
Appropriations:	-	-
Surplus carried forward	(81.62)	(63.86)

REVIEW OF OPERATIONS

During FY17 Kaya Limited posted revenue from operations of INR 410.25 Crores, a growth of 11% over the previous year. The business reported Loss before Tax and exception of INR 0.17 Crores (0.04% of Net Revenue) as compared to Rs. 8.86 Crores (2% of Net Revenue) over last year.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to general reserve this year due to unavailability of profits.

DIVIDEND

The Directors have recommended no dividend for the year ended March 31, 2017.

Management Discussion and Analysis forming a part of this Annual Report, inter alia, covers the following:

- Industry structure and development

- Opportunities and Threats

- Segment-wise or product-wise performance

- Outlook

- Risks and Concerns

- Internal control systems and their adequacy

- Discussion on financial performance with respect to operational performance

- Material Developments in Human Resources/ Industrial Relations front, including number of people employed.

CORPORATE SOCIAL RESPONSIBILTY (“CSR”)

The statutory provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2017. Hence, your company is not required to adopt the CSR Policy for FY16-17.

However, as a good Corporate Governance initiative, the Board of Directors had constituted the CSR Committee. Once the said statutory provisions are applicable to the Company, the CSR Committee shall recommend to the Board of Directors, the CSR Policy and amount of expenditure to be incurred for the purpose. The Composition of the Committee is laid down in the Corporate Governance Report forming part of this Annual Report.

PUBLIC DEPOSITS

The Company did not accept any public deposits during the year 2016-17.

SUBSIDIARIES/ JOINT VENTURE

The below mentioned companies are the subsidiaries of Kaya as on date of this Report:

1. KME Holdings Pte. Ltd

2. Kaya Middle East DMCC

3. Kaya Middle East FZE

4. Iris Medical Centre LLC (w.e.f. January 18, 2016)

5. Minal Medical Centre, Dubai

6. Minal Specialized Clinic Dermatology, Sharjah

Kaya Middle East, DMCC, a foreign subsidiary of Kaya Limited had entered into an Agreement dated September 8, 2016 for acquisition of 75% beneficial interest in Minal Medical Centre, Dubai and Minal Specialized Clinic Dermatology, Sharjah. This acquisition has further strengthened our network of clinics in the UAE region.

Joint Venture

Kaya Middle East, DMCC had entered into a Joint Venture Agreement (“JV”) dated January 28, 2016 with Al Beda Medical Services K.S.C.C., Kuwait (“Al Beda”) to set up and operate dermatology clinic. The interest of Al Beda and Kaya Middle East, DMCC in the JV is in ratio of 51% and 49% respectively.

Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5, 8 of Companies (Accounts) Rules, 2014 and other applicable provisions, if any, a statement covering the salient features of the financial statements of our subsidiaries, joint venture in the prescribed format AOC-1 is annexed to this report as Annexure I.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions with the related parties entered into during the financial year 2016-17 were at arm''s length and in the ordinary course of business and in accordance with the provisions of Companies Act, 2013 and the Rules made there under. Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Companies Act, 2013.

All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval is obtained for Related Party transactions which are of repetitive nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.

The Board approved Policy on Related Party Transactions is uploaded on the website of the Company at www.kaya.in

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 (“the Act”):

- that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2017 and of the profit and loss of your Company for the said period;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on a ‘going concern'' basis;

- that proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively;

- that proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate section on corporate governance practices followed by the Company together with a certificate from the Statutory Auditors confirming compliance thereto is annexed to this Annual Report.

DIRECTORS

Mr. Harsh Mariwala has been on the Board of your Company since its incorporation i.e. March 27, 2003. He was designated as the Chairman and Managing Director of the Company for a term of 5 (five) years, without remuneration, with effect from November 1, 2011. Since the agreement with Mr. Harsh Mariwala was effective till October 31, 2016, the Board of Directors recommended the re-appointment of Mr. Harsh Mariwala as the Chairman and Managing Director of the Company for another term of 5 (five) years ending on October 31, 2021. The shareholders at the Annual General Meeting held on August 4, 2016 approved the said re-appointment.

Director Retiring by Rotation

As per Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Rajen Mariwala being liable to retire by rotation at the ensuing Annual General Meeting of the Company has offered himself for re-appointment.

Independent Directors

During the year under review, there was no change in the Independent Directors of the Company.

The Company has received declarations from the Independent Directors affirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and declaration under Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received from each Independent Director listing the Companies in which he is a Director/ Member stating his Committee Chairmanships and Memberships.

MEETINGS OF THE BOARD OF DIRECTORS IN THE FINANCIAL YEAR 2016-2017

The Board of Directors of the Company (“the Board'''') met 8 times during the year to deliberate on various matters. Details of the meetings held are laid down in the Corporate Governance Report forming part of this Annual Report.

KEY MANAGERIAL PERSONNEL (“KMP’s”)

During the year under review, Mr. Subramanian S. resigned as Chief Executive Officer - Kaya India and Mr. Rajiv Nair was appointed as the Chief Executive Officer, Kaya India effective from December 16, 2016.

Mr. Dharmendar Jain, Chief Financial Officer of the Company, tendered his resignation on March 6, 2017 and continued his services as Chief Financial Officer of the Company up to April 21, 2017.

The following is the list of Key Managerial Personnel of the Company as on date:

- Mr. Harsh Mariwala is the Chairman and Managing Director;

- Mr. Rajiv Nair is the Chief Executive Officer - Kaya India;

- Ms. Almas Badar is the Company Secretary and Compliance Officer.

POLICY ON NOMINATION AND REMUNERATION

The Nomination and Remuneration Policy (“NR Policy”) of the Company, inter alia, covers the following aspects:

1. framework in relation to appointment, removal and remuneration of Directors, and Key Managerial Personnel;

2. evaluation of the performance of Independent Directors and the Board;

3. to preserve Board diversity and assist the Board in ensuring that plan is in place for orderly succession for appointments to the Board;

4. to ensure a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board.

The Board approved Policy on Nomination and Remuneration is annexed as Annexure II.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND ITS COMMITTEES

A formal evaluation of the performance of the Board and its Committees and the individual Directors was carried out for the year 2016-17. The details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

DISCLOSURE RELATING TO REMUNERATION

The disclosure on the details of remuneration to Directors and other employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 shall be made available on the website of the Company 21 days prior to the date of meeting of forthcoming Annual General Meeting. This information is also available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary of your Company.

COMPOSITION OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

The composition and the detailed terms of reference of the Committee are stated in the Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

INTERNAL FINANCIAL CONTROLS

The Company practices adequate internal controls with reference to financial statements which are also monitored by the internal auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

VIGIL MECHANISM

We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically on the cases reported, if any and the status of resolution of such cases.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, your company has constituted an Internal Committee and during the year under review, the Committee received no complaints on sexual harassment.

EMPLOYEES’ STOCK OPTION Scheme

During the year under review, the Board of Directors of the Company through a circular resolution passed on June 28, 2016 had approved the introduction and implementation of Kaya Employee Stock Option Plan, 2016 (“Kaya ESOP 2016” or “the Plan”) for employees of the Company and its subsidiaries and the same was approved by the shareholders at the Annual General Meeting held on August 4, 2016. Under the plan, Stock Options shall be granted to eligible employees by the Nomination and Remuneration Committee through various Schemes to be notified at a later date under the Plan. The total number of options granted in aggregate under the Plan shall not exceed 2% of the paid-up equity capital of the Company. Moreover, the Nomination and Remuneration Committee of the Board of Directors through a circular resolution passed on August 23, 2016 had approved the Kaya ESOP 2016 - Scheme I to grant 2,53,893 stock options to the eligible employees of the Company and its Subsidiaries.

Previously, Company had formulated and implemented Kaya Limited Employees Stock Option Scheme, 2014 and Kaya Limited Employees Stock Option Scheme, 2014 - KME for grant of options to employees of the Company and its subsidiaries respectively. The Members of the Company at its Extra Ordinary General Meeting held on September 26, 2014 approved the said Schemes. The Company had successfully passed the requisite resolutions to sanction the revision in number of options granted and exercise price due to the merger of Marico Kaya Enterprises Limited with the Company. Vesting Date for the options granted under Kaya Limited Employees Stock Option Scheme, 2014 and Kaya Limited Employees Stock Option Scheme, 2014 - KME was March 31, 2016 and March 31, 2017 respectively.

Additional information on ESOS in terms of section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and applicable provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 is annexed to this Report as Annexure IV and shall be made available on the website of the Company. Link: www.kaya.in

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

AUDITORS

Statutory Auditors

At the Thirteenth Annual General Meeting of the Company held on August 4, 2016, the shareholders had approved the appointment of M/s. Price Waterhouse, Chartered Accountants as Statutory Auditors of the Company for a period of 1 year to hold office from the conclusion of the Thirteenth Annual General Meeting until the conclusion of the Fourteenth Annual General Meeting.

M/s. Price Waterhouse, Chartered Accountants were appointed as the Statutory Auditors of the Company on April 30, 2007, and their term will expire at the ensuing Annual General Meeting in accordance with Section 139(2) of the Companies Act, 2013. The Board places on record, its appreciation for the contribution of M/s. Price Waterhouse, Chartered Accountants, during their tenure as the Statutory Auditors of the Company.

Consequently, the Board of Directors recommends the appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the Fourteenth Annual General Meeting till the conclusion of Nineteenth Annual General Meeting of the Company, subject to approval of and ratification, as applicable, by the shareholders at Annual General Meeting/s.

Internal Auditors

M/s. Ernst & Young LLP, a Chartered Accountant Firm, has been associated with your Company as its internal auditor partnering your Company in the area of risk management and internal control systems.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company appointed Amita Desai & Co., Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report for FY16-17 is enclosed as Annexure V to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDITORS’ REPORT

The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer by M/s. Price Waterhouse, Chartered Accountants.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

The information of Conservation of Energy as required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable to the business segment in which your Company operates.

Technology Absorption

No technology has been developed and/or imported by way of foreign collaboration.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo for the year under review are as follows:

Foreign exchange earnings and Outgo	2015 - 2016	2016 - 2017
	(Rs. in Crores)	(Rs. in Crores)
1. The Foreign Exchange earned in terms of actual inflows during the year.	2.44	5.17
2. The Foreign Exchange outgo during the year in terms of actual outflows.	15.15	7.74

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Companies Act, 2013 (‘‘ the Act'''') read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the financial year ended March 31, 2017 is given in Annexure VI to this report.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, bankers, all other business associates, and customers. We look forward to continued support of all these partners in progress.

On behalf of the Board of Directors

Place : Mumbai Harsh Mariwala

Date : May 3, 2017 Chairman & Managing Director

---

Mar 31, 2016

The Board of Directors (''Board'') is pleased to present the Thirteenth
Annual Report of your Company, Kaya Limited, for the year ended March
31, 2016 (''the year under review'', ''the year'' or ''FY16'').

In line with the requirements of the Companies Act, 2013, this report
covers the financial results and other developments during April 1,
2015 to March 31, 2016 in respect of Kaya Limited (''Kaya'') and Kaya
Consolidated comprising Kaya and its subsidiaries. The consolidated
entity has been referred to as ''Kaya Group'' or ''Your Group'' in this
report.

FINANCIAL RESULTS - AN OVERVIEW

Rs. Crore

Consolidated Summary Financials
for the Group Year ended March 31,

2016 2015

Revenue from Operations 369.90 332.27

Operating EBIDTA 13.38 32.74

Profit before Tax and
Exceptional Items 8.86 36.58

Exceptional Items - Income /
(expense) (net) - (4.80)

Profit after Tax 8.86 31.78

Rs. Crore
Kaya Limited - Financials Year ended March 31,

2016 2015

Revenue from Operations 185.32 174.08

Profit before Tax (8.62) 15.47

Less: Provision for Tax
for the current year -- (0.02)

Profit after Tax for the current year (8.62) 15.49

Add : Surplus brought forward (55.24) (70.79)

Add: Transfer from Marico Kaya
Enterprises Limited pursuant to the
Scheme of Arrangement. - 0.06

Profit available for Appropriation (63.86) (55.24)

Appropriations: - -

Surplus carried forward (63.86) (55.24)

REVIEW OF OPERATIONS

During FY16 Kaya Limited posted revenue from operations of INR 369.90
Crores, a growth of 11% over the previous year. The business reported
Profit before Tax and exception of INR 8.86 Crores (2% of Net Revenue)
as compared to Rs. 36.58 Crores (11% of Net Revenue) over last year.

DIVIDEND

The Directors have recommended no dividend for the year ended March 31,
2016.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forming a part of this Annual
Report, inter alia, covers the following:

- Industry structure and development

- Opportunities and Threats

- Segment-wise or product-wise performance

- Outlook

- Risks and Concerns

- Internal control systems and their adequacy

- Discussion on financial performance with respect to operational
performance

- Material Developments in Human Resources/ Industrial Relations front,
including number of people employed.

CORPORATE SOCIAL RESPONSIBILTY ("CSR")

The statutory provisions of Section 135 of the Companies Act, 2013 read
with Companies (Corporate Social Responsibility Policy) Rules, 2014 are
not applicable to the Company as on March 31, 2016. Hence, your company
is not required to adopt the CSR Policy for FY15-16.

However, as a good Corporate Governance initiative, the Board of
Directors at its meeting held on August 3, 2015 constituted the CSR
Committee. Once the said statutory provisions are applicable to the
Company, the CSR Committee shall recommend to the Board of Directors,
the CSR Policy and amount of expenditure to be incurred for the
purpose. The Composition of the Committee is laid down in the
Corporate Governance Report forming part of this Annual Report.

PUBLIC DEPOSITS

The Company did not accept any public deposits during the year 2015-16.

SCHEME OF ARRANGEMENT

The Hon''ble High Court of Judicature at Bombay vide its order dated
April 18, 2015 had approved the Scheme of Arrangement ("the Scheme")
between Marico Kaya Enterprises Limited ("MaKE") and Kaya Limited ("the
Company") and their respective Shareholders and Creditors. A copy of
the Court order was filed with the of Registrar of Companies, Mumbai,
Maharashtra on May 13, 2015 and accordingly the Scheme came into effect
from May 13, 2015. In accordance with the Scheme, the entire business
and whole of the undertaking of MaKE, was transferred to Kaya so as to
become the properties and assets of Kaya with effect from the appointed
date viz. April 1, 2014 pursuant to Sections 391 to 394 read with
sections 100 to 103 of the Companies Act 1956 and section 52 of the
Companies Act, 2013 and other applicable provisions of the Companies
Act, 1956 and Companies Act, 2013. Upon the Scheme being made
effective, the Company allotted 1,28,97,100 fully paid up equity shares
of face value of INR 10/- each on June 1, 2015 to the entitled
shareholders of MaKE in the prescribed share exchange ratio of 1:1,
i.e. 1 (One) Equity Share of the face value of INR 10/- each of Kaya,
credited as fully paid-up.

LISTING OF EQUITY SECURITIES

During the year under review, your Company made an application to
Securities Exchange Board of India ("SEBI") through the National Stock
Exchange of India Limited ("NSE") and BSE Limited ("BSE") vide its
letter dated June 12, 2015 for relaxation from the strict enforcement
of the requirement of Rule 19 (2) (b) of the Securities Contract
Regulation (Rules), 1957 (SCRR) for the purpose of listing of its
equity securities. The application was made in accordance with SEBI
Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 read with
circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013. The Company
received the final listing approval on August 12, 2015 from NSE and BSE
for commencement of trading of its equity shares on the Stock Exchanges
with effect from August 14, 2015.

Listing Agreement

Securities Exchange Board of India ("SEBI") on September 2, 2015 issued
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 to be effective from December 1, 2015 with the aim to consolidate
the provisions of Listing Agreement for different segments of capital
market. Accordingly, the Company entered into Listing Agreement with
BSE Limited and National Stock Exchange of India Limited on December 1,
2015 in accordance with the provisions of the above said Regulations.

SUBSIDIARIES/JOINT VENTURE

The below mentioned companies are the subsidiaries of Kaya as on date
of this Report:

1. KME Holdings Pte. Ltd

2. Kaya Middle East DMCC (w.e.f. May 9, 2015)

3. Kaya Middle East FZE

4. Iris Medical Centre LLC (w.e.f. January 18, 2016)

DIPL (Singapore) Pte. Ltd, ceased to be a subsidiary of the Company
with effect from January 19, 2016 consequent to its name being struck
off pursuant to an application for liquidation made by the Company
under the applicable laws in Singapore. This liquidation does not have
material impact on the financial statements of the Company.

Kaya Middle East, DMCC, along with its local partner entered into a
Share Purchase Agreement dated December 7, 2015 for acquiring 75%
beneficial interest in Iris Medical Centre LLC ("Iris") situated at Abu
Dhabi and acquired additional 10% beneficial interest in Iris on March
24, 2016. Thus, Kaya Middle East, DMCC now holds 85% beneficial
interest in Iris. Iris carries out business of skincare services and
operates one clinic in Abu Dhabi.

Joint Venture

During the year under review, Kaya Middle East, DMCC also entered into
a Joint Venture Agreement ("JV") dated January 28, 2016 with Al Beda
Medical Services K.S.C.C., Kuwait ("Al Beda") to set up and operate
dermatology clinic. The interest of Al Beda and Kaya Middle East, DMCC
in the JV is in ratio of 51% and 49% respectively. This JV marks the
entry of Kaya Skin Clinics in Kuwait.

Pursuant to first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules,
2014 and other applicable provisions, if any, a statement covering the
salient features of the financial statements of our subsidiaries, joint
venture in the prescribed format AOC-1 is annexed to this report as
Annexure I.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions with the related parties entered into during the
financial year 2015-16 were at arm''s length and in the ordinary course
of business and in accordance with the provisions of Companies Act,
2013 and the Rules made there under. Accordingly, no disclosure is
made in respect of the Related Party Transactions in the prescribed
Form AOC-2 in terms of Section 134 of the Companies Act, 2013.

All transactions with related parties are placed before the Audit
Committee for approval. Prior omnibus approval is obtained for Related
Party transactions which are of repetitive nature. The Audit Committee
reviews all transactions entered into pursuant to the omnibus approval
so granted on a quarterly basis.

The Board approved Policy on Related Party Transactions is uploaded on
the website of the Company at www.kaya.in

DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of their knowledge and information and based on the
information and explanations provided to them by the Company, your
Directors make the following statement in terms of Section 134(3)(c) of
the Companies Act, 2013 ("the Act"):

that in the preparation of the annual financial statements for the year
ended March 31, 2016, the applicable accounting standards have been
followed and there are no material departures from the same;

that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of your Company as at March 31, 2016 and of the profit and loss of your
Company for the staid period;

that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

that the annual accounts have been prepared on a ''going concern'' basis;

that proper internal financial controls to be followed by the Company
were laid down and such internal financial controls are adequate and
were operating effectively;

that proper systems to ensure compliance with the provisions of all
applicable laws were devised and that such systems were adequate and
operating effectively.

CORPORATE GOVERNANCE

A separate section on corporate governance practices followed by the
Company together with a certificate from the Statutory Auditors
confirming compliance thereto is annexed to this Annual Report.

DIRECTORS

Mr. Harsh Mariwala has been on the Board of your Company since its
incorporation i.e. March 27, 2003. He was designated as the Chairman
and Managing Director of the Company for a term of 5 (five) years,
without remuneration, with effect from November 1, 2011. Since the
agreement with Mr. Harsh Mariwala is effective till October 31, 2016,
re-appointment of Mr. Harsh Mariwala for another term of 5 (five)
years, without remuneration, subject to approval of shareholders of the
Company, was approved by the Board of Directors at its meeting held on
May 26, 2016.

Your Board of Directors recommends the re-appointment of Mr. Harsh
Mariwala as Chairman and Managing Director of the Company for another
term of 5 years.

Further, Dr. Ravindra Mariwala and Mr. Rishabh Mariwala have resigned
from the Board of Directors of the Company with effect from April 28,
2015.

Director Retiring by Rotation

As per Section 152 and other applicable provisions of the Companies
Act, 2013, Mr. Rajen Mariwala being liable to retire by rotation at the
ensuing Annual General Meeting of the Company has offered himself for
re-appointment.

Independent Directors

During the year under review, the Members at the last Annual General
Meeting of the Company held on September 24, 2015 approved the
appointment of Mr. Nikhil Khattau, Mr. B. S. Nagesh and Mr. Irfan
Mustafa as Independent Directors.

The Company has received declarations from the Independent Directors
affirming that they meet the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 and declaration under
Regulation 26 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been received from each Independent
Director listing the Companies in which he is a Director/ Member
stating his Committee Chairmanships and Memberships.

MEETINGS OF THE BOARD OF DIRECTORS IN THE FINANCIAL YEAR 2015-2016

The Board of Directors of the Company ("the Board'''') met 5 times during
the year to deliberate on various matters. Details of the meetings held
are laid down in the Corporate Governance Report forming part of this
Annual Report.

KEY MANAGERIAL PERSONNEL ("KMP''s")

There has been no change in the following Key Managerial Personnel of
the Company during the year under review: Mr. Harsh Mariwala is the
Chairman and Managing Director; Mr. Dharmendar Jain is the Chief
Financial Officer; Mr. Subramanian S. is the Chief Executive Officer,
Kaya Business - India; Ms. Almas Badar is the Company Secretary and
Compliance Officer.

POLICY ON NOMINATION AND REMUNERATION

The Nomination and Remuneration Policy ("NR Policy") of the Company,
inter alia, covers the following aspects:

1. framework in relation to appointment, removal and remuneration of
Directors, and Key Managerial Personnel;

2. evaluation of the performance of Independent Directors and the
Board;

3. to preserve Board diversity and assist the Board in ensuring that
plan is in place for orderly succession for appointments to the Board;

4. to ensure a transparent board nomination process with the diversity
of thought, experience, knowledge, perspective and gender in the Board.

The Board approved Policy on Nomination and Remuneration is annexed as
Annexure II. PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND ITS
COMMITTEES

A formal evaluation of the performance of the Board and its Committees
and the individual Directors was carried out for the year 2015-16. The
details of which have been provided in the Corporate Governance Report
forming part of this Annual Report.

DISCLOSURE RELATING TO REMUNERATION

The disclosure on the details of remuneration to Directors and other
employees pursuant to Section 197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure III.

Details of employee remuneration as required under provisions of
Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 shall be made available on the website of the Company 21 days
prior to the date of meeting of forthcoming Annual General Meeting.
This information is also available for inspection by the members at the
Registered Office of the Company during business hours on working days
of the Company up to the date of the ensuing Annual General Meeting.
Any member desirous of obtaining a copy of the said annexure may write
to the Company Secretary of your Company.

COMPOSITION OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

The composition and the detailed terms of reference of the Committee
are stated in the Corporate Governance Report forming part of this
Annual Report.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify,
evaluate business risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business objectives
and enhance the Company''s competitive advantage.

INTERNAL FINANCIAL CONTROLS

The Company practices adequate internal controls with reference to
financial statements which are also monitored by the internal auditors.
Significant audit observations and follow up actions thereon are
reported to the Audit Committee. The Audit Committee reviews adequacy
and effectiveness of the Company''s internal control environment and
monitors the implementation of audit recommendations, including those
relating to strengthening of the Company''s risk management policies and
systems.

VIGIL MECHANISM

We have embodied the mechanism in the Code of Conduct of the Company
for employees to report concerns about unethical behavior, actual or
suspected fraud or violation of our Code of Conduct. This mechanism
also provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in exceptional cases and no
personnel have been denied access to the Audit Committee. The Board and
its Audit Committee are informed periodically on the cases reported, if
any and the status of resolution of such cases.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules made there
under, your company has constituted an Internal Committee and during
the year under review, the Committee received no complaints on sexual
harassment.

EMPLOYEES'' STOCK OPTION SCHEME

The Company has formulated and implemented Kaya Limited Employees Stock
Option Scheme, 2014 and Kaya Limited Employees Stock Option Scheme,
2014 - KME for grant of options to employees of the Company and its
subsidiaries respectively. The Members of the Company at its Extra
Ordinary General Meeting held on September 26, 2014 approved the said
Schemes. The Company has successfully passed the requisite resolutions
to sanction the revision in number of options granted and exercise
price due to the merger of Marico Kaya Enterprises Limited with the
Company. Vesting Date for the options granted under Kaya Limited
Employees Stock Option Scheme, 2014 and Kaya Limited Employees Stock
Option Scheme, 2014 - KME is March 31, 2016 and March 31, 2017
respectively.

Additional information on ESOS in terms of section 62(1) (b) of the
Companies Act, 2013 read with Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 and applicable provisions of the
SEBI (Share Based Employee Benefits) Regulations, 2014 is annexed to
this Report as Annexure IV and shall be made available on the website
of the Company. Link: www.kaya.in.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/ material orders passed by the regulators or
courts or tribunals impacting the going concern status of your Company
and its operations in future.

AUDITORS

Statutory Auditors

The Members at the Twelfth Annual General Meeting had approved the
appointment of M/s. Price Waterhouse, Chartered Accountants as
Statutory Auditors of the Company for a period of 1 year to hold Office
from the conclusion of the Twelfth Annual General Meeting until the
conclusion of the Thirteenth Annual General Meeting.

M/s. Price Waterhouse, Chartered Accountants have given their consent
and confirmed their eligibility to act as the Auditors of the Company
for FY16-17. Your Board recommends their appointment for a period of 1
year to hold office from the conclusion of the Thirteenth Annual
General Meeting until the conclusion of the Fourteenth Annual General
Meeting of the Company.

Internal Auditors

M/s. Ernst & Young LLP, a Chartered Accountant Firm, has been
associated with your Company as its internal auditor partnering your
Company in the area of risk management and internal control systems.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
your company appointed Amita Desai & Co., Practicing Company
Secretaries, Mumbai, to conduct the Secretarial Audit of your Company.
The Secretarial Audit Report is enclosed as Annexure V to this report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification, reservation or
adverse remark or disclaimer by M/s. Price Waterhouse, Chartered
Accountants.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

Conservation of Energy

The information of Conservation of Energy as required under Section
134(3) (m) of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 is not applicable to the business segment in which your
Company operates.

Technology Absorption

No technology has been developed and/or imported by way of foreign
collaboration.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Companies Act, 2013
('''' the Act'''') read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the extract of Annual Return of the
Company for the financial year ended March 31, 2016 is given in
Annexure VI to this report.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all its employees for their
dedicated service and firm commitment to the goals of the Company. The
Board also wishes to place on record its sincere appreciation for the
wholehearted support received from shareholders, bankers, all other
business associates, and customers. We look forward to continued
support of all these partners in progress.

On behalf of the Board of Directors

Place : Mumbai Harsh Mariwala

Date May 26, 2016 Chairman & Managing Director

---

Mar 31, 2015

To the Members,

The Board of Directors (''Board'') is pleased to present the Twelfth Annual Report of your Company, Kaya Limited, for the year ended March 31, 2015 (''the year under review'', ''the year'' or ''FY15'').

In line with the requirements of the Companies Act, 2013, this report covers the financial results and other developments during April 1, 2014 to March 31, 2015 in respect of Kaya Limited (''Kaya'') and Kaya Consolidated comprising Kaya and its subsidiaries. The consolidated entity has been referred to as ''Kaya Group'' or ''Your Group'' in this report.

FINANCIAL RESULTS - AN OVERVIEW

Rs. Crore

Consolidated Summary Financials for the Group Year ended March 31,

2015 2014

Revenue from Operations 332.27 290.27

Operating EBIDTA 32.74 11.73

Profit before Tax and Exceptional Items 36.58 5.56

Exceptional Items - Income / (expense) (net) (4.80) 23.13

Profit after Tax 31.78 37.41

Rs. Crore

Kaya limited - Financials Year ended March 31,

2015 2014

Revenue from Operations 174.08 153.42

Profit before Tax 15.47 39.51

Less: Provision for Tax for the current year (0.02) 5.55

Profit after Tax for the current year 15.49 33.96

Add : Surplus brought forward (70.79) (104.75)

Add : Transfer from Marico Kaya Enterprises Limited pursuant to the 0.06 -

Scheme of Arrangement.

Profit available for Appropriation (55.24) (70.79)

Appropriations:

Surplus carried forward (55.24) (70.79)

REVIEW OF OPERATIONS

During FY15 Kaya Limited posted revenue from operations of INR 332.3 Crores, a growth of 14% over the previous year. The business delivered an operating margin of 6% and reported Profit before Tax and exception of INR 36.6 Crores (11% of Net Revenue) as compared to Rs. 5.6 Crores (2% of Net Revenue) over last year. The company has substantially improved its performance on both the Revenue and Profit s.

DIVIDEND

The Directors have recommended no dividend for the year ended 31st March, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forming a part of this Annual Report, inter alia, covers the following:

- Industry structure and development

- Opportunities and Threats

- Segment-wise performance

- Outlook

- Risks and Concerns

- Internal control systems and their adequacy

- Discussion on financial and operational performance

- Material Developments in Human Resources/ Industrial Relations front, including number of people employed.

CORPORATE SOCIAL RESPONSIBILTY ("CSR")

The statutory provisions in respect of CSR as provided under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as on March 31, 2015 are not applicable to the Company.

PUBLIC DEPOSITS

The Company did not accept any public deposits during the year 2014-15.

SCHEME OF ARRANGEMENT

The Hon''ble High Court of Judicature at Bombay vide its order dated April 18, 2015 had approved the Scheme of Arrangement ("the Scheme") between Marico Kaya Enterprises Limited ("MaKE") and Kaya Limited ("the Company") and their respective Shareholders and Creditors. A copy of the Court order was fled with the Offce of Registrar of Companies, Mumbai, Maharashtra on May 13, 2015 and accordingly the Scheme came into effect from May 13, 2015. In accordance with the Scheme, the entire business and whole of the undertaking of MaKE, was transferred to Kaya so as to become the properties and assets of Kaya with effect from the appointed date viz. April 1, 2014 pursuant to Sections 391 to 394 read with sections 100 to 103 of the Companies Act ,1956 and section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013. Upon the Scheme being made effective, the Company allotted 1,28,97,100 fully paid up equity shares of face value of INR 10/- each on June 1, 2015 to the entitled shareholders of MaKE in the prescribed share exchange ratio of 1:1, i.e. 1 (One) Equity Share of the face value of INR 10/- each of Kaya, credited as fully paid-up, shall be issued and allotted for every 1 (One) Equity Share of the face value of INR 10/- each held in MaKE as on the record date i.e. May 27, 2015.

LISTING OF EQUITY SECURITIES

The Company has made an application to Securities Exchange Board of India ("SEBI") through the National Stock Exchange of India Limited and BSE Limited vide its letter dated June 12, 2015 for relaxation from the strict enforcement of the requirement of Rule 19 (2) (b) of the Securities Contract Regulation (Rules), 1957 (SCRR)forthe purpose of listing of its equity securities. The application was made in accordance with SEBI Circular No. CIR/CFD/DIL/5/2013dated February 4, 2013 read with circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013. As on date this Directors Report, the Company awaits the fnal listing approval from the National Stock Exchange of India Limited and BSE Limited for commencement of trading of equity shares of the Company.

SUBSIDIARIES OF KAYA LIMITED

The below mentioned companies are the subsidiaries of Kaya as on date of this Report:

1. KME Holdings Pte. Ltd

2. Kaya Middle East DMCC (w.e.f. May 9, 2015)

3. Kaya Middle East FZE

4. DIPL (Singapore) Pte. Ltd

During the year under review, there are no companies which have become subsidiaries or ceased to be subsidiaries of the Company.

Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 and other applicable provisions, if any, a statement covering the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is annexed to this report as Annexure I.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions with the related parties entered into during the financial year 2014-15 were at arm''s length and in the ordinary course of business and in accordance with the provisions of Companies Act, 2013 and the Rules made thereunder. Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Companies Act, 2013.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. In case of transactions which are unforeseen and in respect of which complete details are not available, the Audit Committee grants an omnibus approval to enter into such unforeseen transactions provided the transaction value does notexceed Rs. 1 Crore (per transaction in a financial year). The Audit Committee reviews all transactions entered into pursuant to the omnibus approval(s) so granted on a quarterly basis.

The Board approved Policy on Related Party Transactions is uploaded on the website of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 ("the Act"):

that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2015 and of the Profit and loss of your Company for the said period;

that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

that the annual accounts have been prepared on a ''going concern'' basis;

that proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively;

that proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this Annual Report.

DIRECTORS

Mr. Harsh Mariwala continues to be the Chairman & Managing Director of the Company. During the year under review, the Members at the last Annual General Meeting of the Company held on September 19, 2014 approved the appointment of Ms. Ameera Shah as Independent Director.

Mr. Nikhil Khattau and Mr. B. S. Nagesh have been appointed on the Board of the Company as Additional Directors with effect from March 30, 2015. Mr. Irfan Mustafa was appointed as an Additional Director on the Board with effect from April 28, 2015.

Your Board of Directors recommends the appointment of Mr. Nikhil Khattau, Mr. B. S. Nagesh and Mr. Irfan Mustafa as Independent Directors of the Company for a term of 5 years each.

The Company has received declarations from the Independent Directors affrming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and also the Clause 49 of the Listing Agreement.

Dr. Ravindra Mariwala and Mr. Rishabh Mariwala have resigned from the Board of Directors of the Company with effect from April 28, 2015.

Director Retiring by Rotation

As per Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Rajen Mariwala being liable to retire by rotation at the ensuing Annual General Meeting of the Company has offered his contention for re-appointment.

MEETINGS OF THE BOARD OF DIRECTORS IN THE FINANCIAL YEAR 2014-2015

The Board of Directors of the Company ("the Board'''') met 14 times during the year to deliberate on various matters. Details of the meetings held are laid down in the Corporate Governance Report forming part of this Annual Report.

KEY MANAGERIAL PERSONNEL ("KMP''s")

There has been no change in the following Key Managerial Personnel of the Company during the year under review:

- Mr. Harsh Mariwala continues to be the Chairman and Managing Director;

- Mr. Dharmendar Jain is the Chief Financial Offcer of the Company;

- Mr. Subramanian S. is the Chief Executive Offcer, Kaya Business - India

Ms. Almas Badar was appointed as the Company Secretary of the Company with effect from June 19, 2014.

POLICY ON NOMINATION AND REMUNERATION

Your Board has formulated a Policy on appointment, removal and remuneration of Directors, Key Managerial Personnel and performance evaluation of Independent Directors and the Board. Salient features of the Policy are stated in the Corporate Governance Report forming part of this Annual Report.

BOARD EVALUATION

The Nomination and Remuneration Policy provides for Board Evaluation. The Company has adopted the criteria and framework for Board evaluation and the same shall be implemented by the Board while evaluating their performance.

REMUNERATION OF DIRECTORS AND KMP''S FOR THE YEAR 2014-2015

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure II.

DISCLOSURE RELATING TO REMUNERATION

The statement containing particulars of remuneration of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in an annexure to the Annual Report. In terms of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid annexure. However, this annexure shall be made available on the website of the Company 21 days prior to the date of meeting of forthcoming Annual General Meeting. This information is also available for inspection by the members at the Registered Offce of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary of your Company.

COMPOSITION OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

The composition of the Committee is stated in the Corporate Governance Report forming part of this Annual Report.

The Committee assists the Board in implementation of risk management policy of the Company and in reviewing the risk management plan. The detailed terms of reference of the Committee is set out in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company practices adequate internal controls with reference to financial statements which are also monitored by the internal auditors. The Company is following all the relevant Accounting Standards for appropriately maintaining the books of accounts. The Internal control systems are designed to guarantee dependability of financial reporting, compliance with policies, procedures, applicable laws and regulations, safeguarding of assets and profcient use of resources.

VIGIL MECHANISM

We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically on the cases reported, if any and the status of resolution of such cases.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your company has constituted an Internal Committee and the during the year under review, the Committee received two complaints on sexual harassment and the same were disposed of in accordance with the applicable laws.

EMPLOYEES'' STOCK OPTION SCHEME

The Company had formulated and implemented "Kaya Employee Stock Option Scheme 2014 – KSI" and "Kaya Employee Stock Option Scheme 2014 – KME" for grant of options to employees of the Company and its subsidiaries respectively. The Schemes are envisaged to reward those employees of the Company and its subsidiaries who contribute significantly to the Company''s Profit ability and shareholders'' value as well as encourage improvement in performance and retention of talent. The Company has successfully passed the requisite resolutions to introduce these schemes and also to sanction the revision in number of options granted and exercise price due to the merger of Marico Kaya Enterprises Limited with the Company.

The details of the Employee Stock Options form part of this report in Annexure III.

AUDITORS

Statutory Auditors

The Members at the Eleventh Annual General Meeting had approved the appointment of M/s. Price Waterhouse, Chartered Accountants as Statutory Auditors of the Company for a period of 1 year to hold office from the conclusion of the Eleventh Annual General Meeting until the conclusion of the Twelfth Annual General Meeting. M/s. Price Waterhouse, Chartered Accountants have given their consent and confirmed their eligibility to act as the Auditors of the Company for FY 15-16. Your Board recommends their appointment for a period of 1 year to hold office from the conclusion of the twelfth Annual General Meeting until the conclusion of the thirteenth Annual General Meeting of the Company.

Internal Auditors

M/s. Ernst & Young LLP, a Chartered Accountant Firm, has been associated with your Company as its internal auditor partnering your Company in the area of risk management and internal control systems.

AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer by M/s. Price Waterhouse, Chartered Accountants.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy

The information of Conservation of Energy as required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable to the business segment in which your Company operates.

Technology Absorption

No technology has been developed and/or imported by way of foreign collaboration.

Foreign exchange earnings and Outgo

The details of Foreign Exchange Earnings and Outgo for the year under review are as follows:

2013 - 2014 2014 - 2015

Foreign exchange earnings and Outgo (Rs. in Crores) (Rs. in Crores)

1. The Foreign Exchange earned in terms of actual inflows during the year. 5.04 4.97

2. The Foreign Exchange outgo during the year in terms of actual outflows. 9.33 18.91

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Companies Act, 2013 (''''the Act'''') read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the financial year ended 31st March, 2015 is given in Annexure IV to this report.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all its employees for their dedicated service and frm commitment to the goals of the Company. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, bankers and all other business associates. We look forward to continued support of all these partners in progress.



On behalf of the Board of Directors

Place: Mumbai Harsh Mariwala

Date: August 3, 2015 Chairman & Managing Director