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Directors Report of Kiran Vyapar Ltd.

Mar 31, 2016

THE MEMBERS,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31st March, 2016. 1. Financial Performance of the Company

(Rs. in Lacs)

Particulars

Consolidated

Standalone

2016

2015

2016

2015

Total Income

7604.03

8421.45

1960.77

1962.16

Total Expenses

2825.83

1964.05

1116.96

737.28

Exceptional Items

168.16

-

-

-

Profit Before Tax

4946.36

6457.40

843.82

1224.87

Tax Expenses

Current Tax

-411.04

-490.16

-140.00

-241.00

Deferred Tax Charge / (Credit)

14.91

16.63

15.24

16.67

MAT Credit

11.37

0.56

-

-

Tax for earlier Years

10.01

0.76

-

-0.70

Profit for the year

4541.78

5983.66

719.05

999.85

Share of Profit/Loss from Associates

-689.18

1482.57

-

-

Profit before Minority Interest

3852.60

7466.24

-

-

Minority Interest

367.88

456.04

-

-

Profit for the year after Minority Interest

3484.74

7010.19

-

-

Amount Available for Appropriations

Transfer to General Reserve

-100.00

-100.00

-100.00

-100.00

Proposed Dividend

-648.00

-648.00

-648.00

-648.00

Tax on Proposed Dividend

-131.92

-131.92

-131.91

-131.91

Transfer to Statutory Reserve

-209.27

-559.23

143.81

-199.97

Adjustment for Depreciation

-

0.11

-

-

Balance Carried forward

53499.19

51103.64

43597.80

43,902.48

a) Consolidated operations

Revenue from the consolidated operations of the Company for the year was Rs. 7604.03 Lacs. It is 9.71 per cent less than Rs. 8421.45 Lacs in the previous year. Overall operational expenses for the year were Rs. 2825.83 Lacs, against Rs. 1964.05 Lacs in the previous year. Profit after Tax for the year at Rs. 3484.74 Lacs, was lower by 50 per cent over Rs. 7010.19 Lacs, in the previous year.

b) Standalone operations

Revenue from the standalone operations of the Company for the year was Rs. 1960.77 Lacs. It is 0.07 per cent less than Rs. 1962.16 Lacs in the previous year. Overall operational expenses for the year were Rs. 1116.95 Lacs, against Rs. 737.28 Lacs in the previous year. Profit after tax for the year stood at Rs. 719.05 Lacs, lower by 28.08 per cent over Rs. 999.85 Lacs, in the previous year.

The Capital to Risk Assets Ratio (CRAR) of your Company stood at 79.92 per cent as on March 31, 2016, well above the regulatory minimum level of 15 per cent prescribed by the Reserve Bank of India for Systemically Important Non-Deposit Taking NBFCs (NBFCs- ND-SI). Of this, the Tier I CRAR was 79.80 per cent.

The Financial Statements of your Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 read with Rule 7 of The Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

2. Dividend

Your Directors recommend a Dividend of Rs. 2.50/- per equity share aggregating to Rs. 648 Lacs to the Equity shareholders of your Company for the Financial Year 2015-16. The dividend shall be subject to tax on dividend to be paid by your Company. The Dividend Tax amounts to Rs. 131.92 Lacs.

3. Reserves

The Board in its meeting held on May 30, 2016, proposes to carry an amount of Rs. 143.81 Lacs to Statutory Reserve and Rs. 100 Lacs to General Reserve as per the existing provisions of the Companies Act, 2013 and rules there under read with the Reserve Bank of India Guidelines as applicable to the Company.

4. Brief description of the Company’s Affairs

Your Company is a Non-Banking Financial Company registered with the Reserve Bank of India. The Business model of the Company comprises of Lending and Acquisition / Investments in Shares and Securities including Mutual Funds etc.

5. Change in the nature of business

During the year under review, there was no change in the nature of the business of the Company.

6. Material changes and commitments

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year 31st March, 2016 and at the date of report.

7. Details of significant and material orders passed by the regulators or courts or tribunals

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

8. Adequacy of internal financial controls with reference to the Financial Statements

The Directors had laid down internal financial controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organization’s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluated the internal financial control of the Company with regard to-

1. Systems have been laid to ensure that all transactions are executed in accordance with management’s general and specific authorization. There are well laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as is necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management’s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper Systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company’s policies.

Based on the above, your Board is of the view that adequate internal financial controls exist in the Company.

9. Details of Subsidiary/Joint Ventures/Associate Companies

a) Subsidiary Companies

SL. NO.

NAME OF THE COMPANY

RELATION

1

Iota Mtech Ltd.

Wholly Owned Subsidiary

2

Anantay Greenview Private Ltd.

Subsidiary

3

Sarvadeva Greenpark Private Ltd.

Subsidiary

4

Satyawatche Greeneries Private Ltd.

Subsidiary

5

Subhprada Greeneries Private Ltd.

Subsidiary

6

Uttaray Greenpark Private Ltd.

Subsidiary

7

Mahate Greenview Private Ltd.

Subsidiary

8

Sishiray Greenview Private Ltd.

Subsidiary

9

Magma Realty Private Ltd.

Subsidiary

10

Samay Industries Ltd.

Subsidiary

11

Shree Krishna Agency Ltd.

Subsidiary

12

Amritpay Greenfield Private Ltd

Step down subsidiary

13

Divyay Greeneries Private Ltd

Step down subsidiary

14

Sarvay Greenhub Private Ltd.

Step down subsidiary

Policy for determining ‘Material’ Subsidiaries

The Company has adopted a Policy on Material Subsidiaries as approved by the Board. It has been posted on the website of the Company at its web link http://www.lnbgroup.com/kiran/policies.php. More details are given in the Corporate Governance Report annexed hereto.

During the year under review, there has been no change in the number of subsidiaries or in the nature of business of the subsidiaries.

b) Associate Company

SL. NO.

NAME OF THE COMPANY

1

Placid Ltd.

2

Navjyoti Commodity Management Services Ltd.

The statement in Form AOC-1 containing the salient features of the financial statement of your Subsidiary Companies and Associates pursuant to first proviso of sub section (3) of Section 129 of the Companies Act, 2013 forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Annual Report of the Company, along with its Standalone and the Consolidated Financial Statements have been posted on the website of the Company, www.lnbgroup.com/kiran.

.Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies and associates may write to the Company Secretary at the Company’s registered office. The same is also available on the website of the Company www.lnbgroup.com/kiran.

c) Joint Venture

During the year under review, the Company had no joint ventures.

10. Deposits

Your Company is an NBFC “Non Deposit Taking Systemically Important Company” registered with Reserve Bank of India. During the year under review, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and Chapter V of the Companies Act, 2013.

11. Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, bearing Registration No. 001076N/N500013 have been appointed as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting.The consent have been received from the Statutory Auditors of the Company towards ratification of their appointment for the Financial Year 2016-17. The Board now recommends the appointment of M/s. Walker Chandiok & Co. LLP for ratification by the shareholders at the ensuing Annual General Meeting of the Company.

12. Auditors’ Report

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

13. Share Capital

During the year under review, your Company has neither issued and allotted any fresh equity shares (including ESOP) nor has granted any stock options and sweat equity as on 31st March, 2016. None of the Directors of the Company holds instruments convertible into equity shares of the Company.

14. Extract of the Annual Return

Extract of the Annual Return as on the financial year ended March 31, 2016 in Form MGT-9 as per Section 134(3)(a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed hereto and forms part of this report as “Annexure A”.

15. Energy Conservation, Technology Absorption and Foreign Earning/Outgo

As your Company is a Non-Banking Financial Company and does not own any manufacturing unit, there are no particulars with regard to disclosure under Section 134 of the Companies Act, 2013 with regard to conservation of energy, technology absorption etc.

During the year under review, there is no foreign exchange earnings but there is foreign exchange outgo of Rs. 7.24 Lacs.

16. Directors and Key Managerial Personnel

a) Details of Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013, Ms. Sheetal Bangur(DIN: 00003541) retires by rotation at the ensuing Annual General Meetingand being eligible offers herself for re-appointment. Brief profile of Ms. Sheetal Bangur, who is to be re-appointed, is furnished in the Notice of the ensuing Annual General Meeting as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors of Your Company recommends the re-appointment of Ms.Sheetal Bangur at the ensuing Annual General Meeting.

b) Appointment/ Re-appointment of Directors

Mr. Shreeyash Bangur (DIN: 00012825), Managing Director of the Company whose term expires on 3rd November, 2016 have been recommended by the Nomination and Remuneration Committee, Audit Committee and by the Board for re-appointment, for the further period of 3 (Three) years i.e. November 4, 2016 by the shareholders at the ensuing Annual General Meeting. Brief profile of Mr. ShreeyashBangur, who is to be re-appointed, is furnished in the Notice of the ensuing Annual General Meeting as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) Appointment/Resignation of Key Managerial Personnel

During the year under review, Mr. Ajay Sonthalia was appointed as the Chief Financial Officer of the Company with effect from September 8, 2015 in place of Mr. Sajjan Kumar Kedia who resigned as Chief Financial Officer of the Company i.e. August 13, 2016. The Nomination and Remuneration Committee and the Audit Committee of the Board have recommended the said appointment to the Board of Directors.

17. Declaration by Independent Directors

The Company has received declaration from the Independent Director(s) of the Company declaring that they meet the criteria of independence both, as under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declarations, disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-executive Directors are Independent Directors in terms of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

1. Mr. Amitav Kothari

2. Mr. Bhaskar Banerjee

3. Mr. Rajiv Kapasi

18. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, 2015 the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

Pursuant to Para VII of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened to perform the following:

- review the performance of non-independent directors and the Board as a whole;

- review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

- assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the performance of all the Directors of the Company.

Based on the criteria, the performance of the Board, various Board Committees and Individual Directors (including Independent Directors) was evaluated and found to be satisfactory.

During the year under review, the Independent Directors of your Company reviewed the performance of Non Independent Directors and Chairperson of your Company, taking into account the views of Executive Director and Non-Executive Directors.

Further, the Independent Directors hold a unanimous opinion that the Non- Independent Directors, including the Chairman and Managing Director bring to the Board, abundant knowledge in their respective field and are experts in their areas. The Board as a whole is an integrated, balanced and consistent unit where diverse views are expressed when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative.

19. Familiarization Programmed for Board members

The Company is required to conduct the Familiarization Programmed for Independent Directors (IDs) in terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to familiarize them about the Company, their roles, rights, responsibilities in the Company and various updates and notifications under Companies Act, 2013, Listing Regulations, 2015, Reserve Bank of India Guidelines and other statutes applicable to the Company.

The details of such Familiarization Programmed for Directors may be viewed at the website of the Company at its web link http://www.lnbgroup.com/kiran/investors.php

20. Consolidated Financial Statements

In accordance with the requirements of sub section (3) of Section 129 of the Companies Act, 2013 and other allied rules thereof and as per Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21- “Consolidated financial Statements” and Accounting Standard 23 - “Accounting for Investments in Associates” issued by The Institute of the Chartered Accountants of India the Consolidated Financial Statements forms part of the Annual Report.

21. Number of meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company’s business Policy and strategy apart from other broad business. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board Meeting.

The notice of Board Meeting is given well in advance to all the Directors. Meetings of the Board are held in Kolkata, Pali (Rajasthan) and Hyderabad. The Agenda of the Board / Committee Meetings is circulated at least 7 (seven) days prior to the date of the meeting as per Secretarial Standard on meeting of the Board of Directors (SS-1). The Agenda for the Board and Committee Meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The detailed information chart showing the date of the meeting of the Board and its various Committees as well as details of the Directors who attended the meeting is given in the Corporate Governance Report forming part of the Annual Report.

22. Committees of the Board

During the financial year ended March 31, 2016 the Company has eight committees as mentioned below:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Loan and Investment Committee

7. Asset Liability Management Committee

8. Grievance Redressed Committee

Details of the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report, forming a part of this Annual Report.

23. Audit Committee

The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report as annexed hereto. All the recommendations made by the Audit Committee during the year were accepted by the Board.

24. Stakeholders Relationship Committee

-The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report, forming part of this Annual Report.

25. Nomination and Remuneration Committee

-The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report, forming part of this Annual Report. The Nomination and Remuneration Policy is annexed with the Annual report and also posted on the website of the Company at its weblinkhttp://www.lnbgroup.com/kiran/ policies.php

26. Corporate Social Responsibility (CSR) Committee

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The Annual Report on CSR activities including the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annexure ‘B’ to this Report. The Corporate Social Responsibility Policy has been posted on the website of the Company at itsweblinkhttp://www.lnbgroup.com/kiran/policies.php

27. Vigil Mechanism / Whistle Blower Policy

The Board of Directors of the Company has established a Vigil Mechanism for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015to report concerns about unethical behavior, wrongful conduct and violation of Company’s Code of conduct or ethics policy. The details of which have been given in the Corporate Governance Report annexed to this Report and also posted on the website of the Company at its web linkhttp://www.lnbgroup.com/kiran/policies.php

28. Particulars of Loans, Guarantees or Investments outstanding during the Financial Year

Particulars of the Loans/guarantee/advances/ and Investments outstanding during the financial year are fully disclosed in the Note no. 35 attached to the annual accounts which are attached with this report.

29. Related Party Transactions

All contracts or arrangements or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and are reviewed by the Audit Committee of the Board.

During the year under review, the Company has not entered into contracts or arrangements or transactions with related parties which comes under the purview of Section 188 of the Companies Act, 2013. Accordingly, no transactions are reported in Form no. AOC - 2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules, 2014.However there are some material transactions entered into with Group Companies as per Regulation 23 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for which the approval of the members is proposed in the ensuing Annual General Meeting. The details are mentioned in the Notice of 20th Annual General Meeting of the Company.

During the year under review, the Company has revised the related party transaction policy vide meeting of the Board of Directors held on 13th February, 2016. The said revised policy as approved by the Board has been posted on the website of the Company at its web linkhttp://www.lnbgroup.com/kiran/policies.php

30. Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details are annexed as “Annexure C” to the Annual Report.

Further, in accordance with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in the Company drawing remuneration in excess of the limits set out in the said rules.

31. Policies of the Company

During the year under review, the Board has adopted various policies of the Company required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Reserve Bank of India Guidelines apart from the policies which are already adopted earlier, as mentioned below:

1. Fit and Proper Policy;

2. Policy on Fraud Reporting Framework;

3. Policy on Earlier Recognition of Financial Distress;

4. Corporate Governance Policy;

5. Policy on Determination of Materiality;

6. Policy on Prevention of Documents;

7. Archival Policy.

The policies which are required to be uploaded on the website of the Company are available at weblink http:/ /www.lnbgroup.com/kiran/investors.php

32. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Vinod Kothari & Co, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the Financial Year 2015-16 is appended as Annexure ‘D’ which is self-explanatory. The said Report does not contain any qualification, reservation or adverse remark.

33. Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Non-Banking Financial Company Corporate Governance (Reserve Bank) Directions, 2015 forms part of the Annual Report.

34. Corporate Governance

The Company is committed to maintaining the premier standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India and Reserve Bank of India. The Report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule

V of the Listing Regulations, 2015 and Non-Banking Financial Company Corporate Governance (Reserve Bank) Directions, 2015 forms part of the Annual Report.

The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance also forms part of this Annual Report.

Further, declaration by Mr. Shreeyash Bangur, Managing Director stating that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of the board of Directors and Senior Management are annexed with this Report.

35. CEO. & CFO certification

Certificate from Mr. Shreeyash Bangur, Managing Director and Mr. Ajay Sonthalia, Chief Financial Officer, pursuant to Regulation 17(8) read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review forms part of this Annual Report.

36. Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of your Company.

Your Company has adopted the Risk Management Policy in order to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the company’s risk management process and to ensure its wide implementation, to ensure systematic and uniform assessment of risks related with giving loans and making investment, to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to assure business growth with financial stability.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at Risk management Committee and the same is even referred to the Audit Committee and the Board of Directors of the Company, if any. The composition and other details of the Risk Management Committee forms part of the Corporate Governance Report as annexed hereto.

37. Directors’ Responsibility Statement

In terms of the provisions on the Directors’ Responsibility Statement referred in Section 134 (5) of the Companies Act, 2013, your Director’s confirm that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 the Company at the end of the financial year and of the profit of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressed) Act, 2013.The Company is committed to provide safe and conducive work environment to its employees and has formulated “Policy for Prevention of Sexual Harassment” to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressed of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported.

39. Fraud Reporting

-There have been no frauds reported by the auditors of the Company under sub-section (12) of section 143 of the Companies Act, 2013 and to Central Government as per Companies Amendment Act, 2015.

40. RBI Guidelines - Compliance

Your Company continues to carry on its business of Non-Banking Financial Company as a Non-Deposit taking Company and follows prudent financial management norms as applicable. Your Company appends a Statement containing particulars as required in terms of Paragraph 13 of Systematically Important Non-Banking Financial (Non-Deposit Accepting of Holding) Companies Prudential Norms, Reserve Bank) Directions, 2015 along with the Statement of Balance Sheet disclosures for NBFC’s with Assets Size of Rs. 500 crores as required in terms of Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015.

41. Listing Agreements

The Securities Exchange Board of India on 2nd September, 2015 issued Listing Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital market to enforce better enforceability the said regulations were effective from December 1, 2015. Accordingly all listed entities were required to enter into Listing Agreement within six months from the effective date. The Company has entered into a Listing Agreement with BSE Limited on 12th December, 2015 and The Calcutta Stock Exchange Limited on 12th February, 2016 respectively.

42. Acknowledgements

Your Directors would like to record their appreciation of the hard work and commitment of the Company employees and are grateful for the co-operation and support extended to the Company by the Bankers, Statutory Authorities, Financial Institutions(s) and all other establishments connected with the business of the Company.

For and on behalf of the Board of Directors

Lakshmi Niwas Bangur Shreeyash Bangur Place: Kolkata (DIN 00012617) (DIN 00012825) Date: 30.05.2016 Chairman Managing Director

Regd Off: Krishna, 7th Floor, 224, A.J.C. Bose Road Kolkata - 700017 CIN: L51909WB1995PLC071730 Email: kvl@lnbgroup.com Website: www.lnbgroup.com


Mar 31, 2015

The Directors have pleasure in presenting their 19th Annual Report along with Audited Financial Statements on the business and operations of the Company for the Financial Year ended 31st March, 2015.

1. Financial Performance of the Company

(Rs. in Lacs)

Particulars Consolidated Standalone

2015 2014 2015 2014

Total Income 8,482.67 4,532.67 2,030.06 1,586.12

Total Expenses 2,023.33 976.62 805.18 207.87

Profit Before Tax 6,459.34 3,556.05 1,224.88 1,378.25

Tax Expenses

Current Tax -490.13 -263.10 -241.00 -240.00

Deferred Tax Charge / (Credit) 16.67 3.83 16.67 3.28

MAT Credit 0.56 - - -

Adjustment relating to Previous Year -0.78 0.87 -0.70 -

Minority Interest -450.79 -190.94

Profit After Tax 5,534.87 3,106.71 999.85 1,141.53

Add: Surplus brought forward 46,157.08 44,006.52 43,952.29 43,591.47

Amount Available for Appropriations 51,691.95 47,113.23 44,952.14 44,733.00

Depreciation transf erred to retained earnings -0.01 - - -

Transfer to General Reserve (Due to consoli dation) -100.00 -100.00 -100.00 -100.00

Transfer to Capital Reserve - -135.68 - -

Proposed Dividend -648.00 -388.80 -648.00 -388.80

Tax on Proposed Dividend -131.92 -66.07 -131.91 -66.07

Contingent Provision on Standard Assets 30.22 2.47 30.22 2.47

Transfer to Statutory Reserve -292.55 -268.07 -199.97 -228.31

Balance Carried forward 50,549.69 46,157.08 43,902.48 43,952.29

a) Consolidated operations

Revenue from the consolidated operations of the Company for the year was Rs. 8,482.68Lacs.It is 87.15% more than Rs. 4,532.67 Lacs in the previous year. Overall operational expenses for the year was Rs. 2,023.33 Lacs, against Rs. 976.62 Lacs in the previous year. Profit after Tax for the year at Rs. 5,534.86 Lacs, was higher by 78.16% over Rs. 3,106.71 Lacs, in the previous year.

Due to the new provisions in the Companies Act 2013, the number of subsidiaries whose accounts were consolidated with the company during the year, increased to fourteen from only one company in the previous year. As a result, the consolidated figures of the previous year have been re-casted.

b) Standalone operations

Revenue from the standalone operations of the Company for the year was Rs. 2,030.06 Lacs, 27.98% more than Rs. 1,586.12 Lacs in the previous year. Overall operational expenses for the year was Rs. 805.18 Lacs, against Rs. 207.87 Lacs in the previous year. Profit after tax for the year stood at Rs. 999.85 Lacs, lower by 12.41 % over Rs. 1,141.53 Lacs, in the previous year.

2. Dividend

Your Directors recommend a Dividend of Rs. 2.50/- per equity share aggregating to Rs. 648 Lacs to the Equity shareholders of your Company for the Financial year 2014-15. The dividend shall be subject to tax on dividend to be paid by your Company. The Dividend tax amounts to Rs. 131.91 Lacs.

3. Reserves

The Board proposes to carry an amount of Rs. 199.97 Lacs to Statutory Reserve and Rs. 100 Lacs to General Reserve as per the existing provisions of the Companies Act, 2013 and rules there under read with the NBFC Prudential Norms, 2007.

4. Brief description of the Company's working during the year

Your Company is a Non-Banking Financial Company registered with the Reserve Bank of India. The Business model of the Company comprises of Lending and Acquisition / Investments in Shares and Securities including Mutual Funds etc.

5. Change in the nature of business

During the year under review, there was no change in the nature of the business of the Company.

6. Material changes and commitments

There were no material changes and commitments affecting the financial position of the company which have occurred after the close of financial year 31st March, 2015.

7. Details of significant and material orders passed by the regulators or courts or tribunals

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

8. Adequacy of internal financial controls with reference to the Financial Statements

The Company is having adequate internal financial control which is commensurate with the nature of its size and business. Your Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as is necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects.

3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

Based on the above, your Board is of the view that adequate internal financial controls exist in the Company.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The below mentioned Companies continue to be the Wholly Owned Subsidiary, Subsidiaries and Associates of the Company:

SL. NO. NAME OF THE COMPANY RELATION

1 Iota Mtech Ltd. Wholly Owned Subsidiary

2 Anantay Greenview Private Ltd. Subsidiary

3 Sarvadeva Greenpark Private Ltd. Subsidiary

4 Satyawatche Greeneries Private Ltd. Subsidiary

5 Subhprada Greeneries Private Ltd. Subsidiary

6 Samay Industries Ltd. Subsidiary

7 Shree Krishna Agency Ltd. Subsidiary

8 Uttaray Greenpark Private Ltd. Subsidiary

9 Mahate Greenview Private Ltd. Subsidiary

10 Sishiray Greenview Private Ltd. Subsidiary

11 Magma Realty Private Ltd. Subsidiary

12 Amritpay Greenfield Private Ltd Step down subsidiary

13 Divyay Greeneries Private Ltd Step down subsidiary

14 Sarvay Greenhub Private Ltd. Step down subsidiary

15 Placid Ltd. Associate

16 Navjyoti Commodity Management Services Ltd. Associate

There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review.

The statement in Form AOC-1 containing the salient features of the financial statement of your Company's subsidiaries and associates pursuant to first proviso of sub section (3) of Section 129 of the Companies Act, 2013 forms part of the Annual Report and hence not repeated here for the sake of brevity.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, alongwith its Standalone and the Consolidated financial statements have been posted on the website of the Company, www.lnbgroup.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office. The same were also available on the website of the Company www.lnbgroup.com.

During the year under review, the Company had no joint ventures.

Policy for determining 'Material' Subsidiaries

During the year under review, the Company has adopted a Policy on Material Subsidiaries as approved by the Board. It has been posted on the website of the Company at its weblink http://lnbgroup.com/kiran/reports/ POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES.pdf. More details are given in the Corporate Governance Report annexed hereto.

10. Deposits

Your Company is a NBFC "Non Deposit Taking Systematically Important Company" registered with Reserve Bank of India. During the year under review, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and Chapter V of the Companies Act, 2013.

11. Statutory Auditors

M/s. Agarwal Maheswari & Co.,(FRN 314030E) Chartered Accountants, Kolkata have shown their unwillingness to continue as Statutory Auditors of the Company pursuant to Section 139(9) of the Companies Act, 2015.In view of this, the Company needs to appoint Statutory Auditors and, therefore, the Company has sent a proposal to M/s. Walker Chandiok & Co. LLP. (FRN 001076N/N500013), Chartered Accountants for appointing them as Statutory Auditors of the Company to hold office for the period of 5 (Five) consecutive years from 19th Annual General Meeting until the conclusion of the 24th Annual General Meeting of the Company (subject to ratification by shareholders at every Annual General Meeting), at such remuneration and other terms and conditions as may be fixed by the Board of Directors of the Company.

The Company has received consent letter dated August 1, 2015 from M/s. Walker Chandiok & Co. LLP, (FRN 001076N/N500013) and a Certificate stating that their appointment if made, would be in compliance with Section 139 and 141 of the Companies Act, 2013 and allied rules framed thereunder.

The Board now recommends the appointment of M/s. Walker Chandiok & Co. LLP, (FRN: 001076N/N500013) to hold officeas Statutory Auditors of the Company for the period of 5 (Five) consecutive years from 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting, subject to approval by the shareholders at the ensuing Annual General Meeting of the Company.

12. Auditors' Report

The notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

13. Share Capital

During the year under review, your Company has neither issued and allotted any fresh equity shares nor has granted any stock options and sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

14. Extract of Annual Return

Extract of Annual Return in Form MGT-9 as per Section 134(3)(a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed hereto and forms part of this report as "Annexure A".

15. Energy Conservation, Technology Absorption and Foreign Earning/Outgo

As your Company is a Non-Banking Financial Company and does not own any manufacturing unit, there are no particulars with regard to disclosure under Section 134 of the Companies Act, 2013 with regard to conservation of energy, technology absorption etc.

During the year under review, there is no foreign exchange earnings however there is an foreign exchange outgo of Rs. 5.93 Lacs.

16. Directors and Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel

Mr. Yogesh Bangur, (DIN 02018075) has resigned as a Director of the Company w.e.f. March 27, 2015 due to his other engagements. Your Directors place on record their sincere appreciation for the valuable contributions made by him in the growth of the Company during his tenure as a Director of the Company.

During the year under review, the Board of Directors has appointed Ms. Sheetal Bangur (DIN 00003541) as an Additional Director in the category of Non-Executive with effect from March 27, 2015. By virtue of the provisions of Articles of Association and Section 161 of the Companies Act, 2013, Ms. Bangur will vacate office at the ensuing Annual General Meeting (AGM) of the Company. Your directors at its meeting held on August 3, 2015 have recommended for the approval of the members towards the appointment of Ms. Sheetal Bangur as Non-Executive Director of the Company, liable to retire by rotation, with effect from the date of the ensuing AGM of your Company. Ms. Sheetal Bangur is not disqualified from being appointed as a Director as specified in terms of section 164 of the Companies Act, 2013.

The Company has received notice under Section 160 of the Companies Act, 2013 from a member signifying intention to propose the candidature of Ms. Sheetal Bangur for appointment as Director of the Company. A brief profile of Ms. Sheetal Bangur is appearing in the Notice convening the 19th Annual General Meeting of your Company.

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Lakshmi Niwas Bangur (DIN: 00012617) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.Brief profile of Mr. Bangur who is to be re- appointed, as stipulated under Clause 49 of the Listing Agreement is furnished in the Notice of the ensuing Annual General Meeting. The Board of Directors of your Company recommends the re-appointment of Mr. Bangur at the ensuing Annual General Meeting.

During the year under review, Mr. Sajjan Kumar Kedia was appointed as the Chief Financial Officer of the Company with effect from March 2, 2015 in place of Mr. Ajay Sonthalia who resigned as Chief Financial Officer of the Company w.e.f. February 22, 2015. The Nomination and Remuneration Committee and the Audit Committee of the Board has recommended the said appointment to the Board of Directors.

B) Declaration by Independent Directors

The Company has received declaration fromthe Independent Director(s) of the Company declaring that they meet the criteria of independence both,as under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Based on the declaration / confirmation received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-executive Directors are Independent Directors in terms of the Listing Agreement and section 149(6) of the Companies Act, 2013.

1. Mr. Amitav Kothari

2. Mr. Rajiv Kapasi

3. Mr. Bhaskar Banerjee

C) Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, your Company has adopted the Remuneration Policy with comprehensive procedure on performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, ethics and compliances, financial reporting process and monitoring activities.

Performance parameters for the Board as a collective body, included parameters like qualification and diversity of Board members, method and criteria for selection of independent directors to ensure independence, availability, appropriateness, clarity of understanding on risk scenarios faced by the Company, existence, sufficiency and appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long –term strategic planning etc. Based on these criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors have reviewed the performance of Board, its Committee, Chairman and Individual Directors, in their separate held meeting without the participation of other Non-Independent Directors and members of management. Based on their review, the Independent Directors, hold an unanimous opinion that the Non-Independent Directors, including the Chairman to the Board are experts with sufficient knowledge in their respective field of activities.

17. Familiarization Programme for Board members

The Company is required to conduct the familiarization programme for Independent Directors (IDs) in terms of Clause 49(II)(B)(7) of the Listing Agreement, to familiarize them about the Company and their roles, rights responsibilities in the Company. The Familiarization Programme is stated in the Corporate Governance Report forming part of this Annual Report. The details of such Familiarization Programme for Directors may be referred to, at the website of the Company at its weblink http://lnbgroup.com/kiran/reports/Familiarization-Programme- for-IDs.pdf.

18. Consolidated Financial Statements

In accordance with the requirements of sub section (3) of Section 129 of the Companies Act, 2013 and other allied rules thereof and as per Clause 32 of the Listing Agreement, your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21- "Consolidated financial Statements" and Accounting Standard 23- "Accounting for Investments in Associates" issued by The Institute of the Chartered Accountants of India. The Consolidated Financial Statements forms part of the Annual Report.

19. Number of meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Meetings of the Board are held in Kolkata. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The detailed information chart showing the date of the meeting of the Board and its various Committees as well as details of the Directors who attended the meeting is given in the Corporate Governance Report forming part of the Annual Report.

20. Committees of the Board

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are presently 8 (eight) Committees of the Board as given below:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Loan and Investment Committee

7. Asset Liability Management Committee

8. Grievance Redressal Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report, forming a part of this Annual Report.

21. Audit Committee

The composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report as annexed hereto. All the recommendations made by the Audit Committee during the year were accepted by the Board.

22. Stakeholders Relationship Committee

The composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report forming part of this Annual Report.

23. Nomination and Remuneration Committee

The composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report forming part of this Annual Report.The Nomination and Remuneration Policy is also posted on the website of the Company at its weblink viz.,http://lnbgroup.com/kiran/reports/Nomination and Remuneration Policy.pdf.

24. Corporate Social Responsibility (CSR) Committee

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on May 29, 2014. The Annual Report on CSR activities including, the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annexure 'B' to this Report. The Corporate Social Responsibility Policy has been posted on the website of the Company www.lnbgroup.com. The weblink is http://lnbgroup.com/kiran/reports/CORPORATE- SOCIAL-RESPONSIBILITY-POLICY.pdf.

25. Vigil Mechanism / Whistle Blower Policy

The Board of Directors of the Company has established a Vigil Mechanism for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to report concerns about unethical behavior, wrongful conduct and violation of Company's Code of conduct or ethics policy. The details of which have been given in the Corporate Governance Report annexed to this Report and also posted on the website of the Company at its weblink http://lnbgroup.com/ kiran/reports/WHISTLER-BLOWER-POLICY.pdf

26. Particulars of Loans, Guarantees or Investments outstanding during the Financial Year

Particulars of the Loans/guarantee/advances/ and Investments outstanding during the financial year are fully disclosed in the notes attached to the annual accounts which are attached with this report.

27. Related Party Transactions

All contracts or arrangements or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis and are reviewed by the Audit Committee of the Board.

During the year under review, the Company has not entered into contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no transactions are reported in Form no. AOC – 2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules, 2014.

The Policy on Related Party transactions as approved by the Board has been posted on the website of the Company at its weblinkhttp://lnbgroup.com/kiran/reports/POLICY-ON-RELATED- PARTY-TRANSACTIONS.pdf

28. Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details are annexed as "Annexure C" to the Annual Report.

Further, in accordance with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in the Company drawing remuneration in excess of the limits set out in the said rules.

29. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015, the Board of Directors of the Company has appointed M/s Vinod Kothari & Co, Practising Company Secretaries, to conduct the Secretarial Audit. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 is appended to this Report as "Annexure D" which is self explanatory.

30. Management Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report.

31. Corporate Governance

The Company is committed to maintaining the premier standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

Further, declaration by Mr. Shreeyash Bangur, Managing Director stating that the Board members and SMPs have complied with the Code of Conduct and the same has been annexed along with this Report.

32. CEO & CFO certification

Certificate from Mr. Shreeyash Bangur, Managing Director and Mr. Sajjan Kumar Kedia, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on August 3, 2015.

A copy of the certificate on the financial statements for the Financial Year ended March 31, 2015 is annexed along with this Report.

33. Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of your Company.

In order to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the company's risk management process and to ensure company wide implementation, to ensure systematic and uniform assessment of risks related with giving loans and making investment business, to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to assure business growth with financial stability.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

34. Directors' Responsibility Statement

In terms of the provisions on the Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Director's confirm that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 the Company at the end of the financial year and of the profit of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

35. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to provide safe and conducive work environment to its employees and has formulated "Policy for Prevention of Sexual Harassment" to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported.

36. RBI Regulations - Compliance

Your Company continues to carry on its business of Non-Banking Financial Company as a Non Deposit taking Company and follows prudent financial management norms as applicable. Your Company appends a Statement containing particulars as required in terms of Paragraph 13 of Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 in schedule annexed to the Balance Sheet and additional disclosures required as per Paragraph 10(5)for NBFCs-ND-SI issued by the Reserve Bank of India.

37. Acknowledgements

Your Directors would like to record their appreciation of the hard work and commitment of the Company's employees and are grateful for the co-operation and support extended to the Company by the Bankers, Statutory Authorities, Financial Institutions(s) and all other establishments connected with the business of the Company.

For and on behalf of the Board of Director

Lakshmi Niwas Bangur Shreeyash Bangur

Place: Kolkata (DIN 00012617) (DIN 00012825)

Date: 03.08.2015 Chairman Managing Director


Mar 31, 2014

TO THE MEMBERS,

The Directors have pleasure to present the 18th Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2014.

Standalone For the For the year ended year ended 31.03.2014 31.03.2013* (Rs. in lacs) (Rs. in lacs)

Profit Before Tax 1378.25 1264.63

Tax Expenses

Current Tax (240.00) (125.00)

Deferred Tax Charge / (Credit) 3.28 (0.007 Minority Interest - -

Profit After Tax 1141.53 1139.62

Appropriations 44733.00 43905.38

Transfer to General Reserve (100.00) -

Proposed Dividend (388.80) -

Tax on Proposed Dividend (66.07) -

Contingent Provision on Standard Assets 2.47 (85.98)

Transfer to Statutory Reserve (228.30) (227.92)

Balance Carried forward 43952.30 43591.47

Consolidated

For the For the year ended year ended 31.03.2014 31.03.2013 (Rs. in lacs) (Rs. in lacs)

Profit Before Tax 3302.76 1661.94

Tax Expenses

Current Tax (251.50) (134.00)

Deferred Tax Charge / Credit 3.28 (0.007)

Minority Interest (174.91) (36.65)

Profit After Tax 2879.63 1491.28

Appropriations 46886.15 44320.43

Transfer To General Reserve (100.00) -

Proposed Dividend (388.80) -

Tax on Proposed Dividend (66.07) -

Contigent Provision on Standard Assets 2.47 (85.98)

Transfer to Statutory Reserve (228.30) (227.92)

Balance Carried forward 46105.45 44006.53

* The above amount are as per revised Balance Sheet for the F.Y. 2012-2013 pursuant to Scheme of Arrangement.

Operations

During the year under review, your Company has earned Net Profit of Rs. 1141.53 Lacs. The income of the Company constitutes a blend of Dividend, Interest income from ICD, Bonds etc. supplemented by Profit on Sale of Investments. Efforts are being made to increase its activities and operations and the Company shall endeavor to take advantage of the emerging growth opportunities in the Indian economy.

Dividend

Your Directors have recommended a Dividend of Rs. 1.50 per share aggregating to Rs. 388.80 Lacs for the Financial Year 2013-14. The Dividend tax amounts to Rs. 66.07 Lacs.

Share Capital

During the year under review, the Authorised Share Capital of the Company had been increased from Rs. 75 lacs (i.e. 7,50,000 equity shares of Rs. 10/- each) to Rs. 26 crores (i.e. 26,000,000 equity shares of Rs. 10/- each) on June 28, 2013.

Scheme of Arrangement

The Scheme of Arrangement entailing the demerger of the Investment Division of Maharaja Shree Umaid Mills Ltd. (MSUM) was sanctioned by the Honb''le High Court at Calcutta vide its Order dated August 21, 2013 and the certified true copy of the High Court Order was filed on September 24, 2013 with the Registrar of Companies, West Bengal whereupon the said Scheme became effective from the Appointed date i.e. April 1, 2012.

In compliance of the sanctioned Scheme of Arrangement, the following actions have been taken by the Company:

- The Company has allotted 25,920,000 Equity shares of Rs. 10/- each fully paid up on October 15, 2013 to the shareholders of MSUM as on record date October 10, 2013, fixed for the purpose by MSUM as required by the Scheme in the ratio of One equity share of the Company for every One equity share held in MSUM. Pursuant to which, the issued and paid up share capital of the Company has increased to Rs. 259,200,000/-.

- As per the Scheme of Arrangement 595,200 equity shares of the Company held by Maharaja Shree Umaid Mills Ltd. aggregating to Rs. 5,952,000/- have been cancelled.

- The dispatch of physical share certificates to the shareholders (holding shares in MSUM in physical form) have been completed on November 6, 2013. The Corporate Action involving credit of dematerialized shares to the shareholders (holding shares in MSUM in demat form) have been completed by the depositories viz., NSDL & CDSL on October 30, 2013 & October 31, 2013 respectively.

- Application has been made to BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE) seeking enlistment of 25,920,000 equity shares of the Company. BSE has provided In-principal Listing and Trading approval vide its letter dated December 19, 2013 and April 3, 2014 and allowed Trading permission on the exchange w.e.f. April 7, 2014. CSE has provided In-principal Listing and Trading approval vide its letter dated January 31, 2014 and April 11, 2014 and allowed Trading permission on the exchange w.e.f. April 16, 2014.

- The ISIN allotted by the depositories viz., CDSL & NSDL vide their letter dated October 18, 2013 and October 30, 2013 for the Company''s equity shares is INE555P01013.

Deposit

During the year under review, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

Subsidiaries

Iota Mtech Limited has become a wholly owned subsidiary of the Company pursuing to the Scheme of Arrangement.

During the year under review, Anantay Greenview Private Limited, Magma Realty Private Limited, Mahate Greenview Private Limited, Sarvadeva Greenpark Private Limited, Satyawatche Greeneries Private Limited, Sishiray Greenview Private Limited, Subhprada Greeneries Private Limited, Uttaray Greenpark Private Limited, Samay Industries Limited and Shree Krishna Agency Limited have become the subsidiaries of the Company pursuant to Investment in their Non Cumulative Participating Compulsorily Convertible Preference Shares.

None of the Subsidiary Companies is a material non-listed subsidiary Company as defined under Clause 49 of the Equity Listing Agreement.

As per the general exemption granted under Section 212(8) of the Companies Act, 1956, by the Government of India, Ministry of Corporate Affairs, New Delhi vide its General Circular No. 2/2011, dated 8th February, 2011, Balance Sheet and Statement of Profit and Loss, Director''s Report and the Auditors'' Report of the Subsidiary Companies have not been attached with the Balance Sheet of the Company.

However, the requisite financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information on demand to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with Accounting Standard (AS) 21 – Consolidated Financial Statements, Accounting Standard (AS) 23 – Accounting for Investments in Associates in Consolidated Financial Statements as notified under the Companies (Accounting Standards) Rules, 2006. The Consolidated Financial Statements form a part of the Annual Report.

Management Discussion and Analysis

In compliance with Clause 49 of the Equity Listing Agreement, the detailed analysis is appended herewith and forms part of the Directors'' Report.

Corporate Governance

A compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditors'' Certificate in compliance with Clause 49 of the Equity Listing Agreement with the Stock Exchanges.

Energy Conservation, Technology Absorption and Foreign Earning/Outgo

As your Company is an Non Banking Financial Company, no comments are necessary with regard to disclosure under Section 217(1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption etc. During the year under review, there is no foreign exchange earnings and outgo by the company.

Particulars of Employees

None of the employees are drawing salary as specified in the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

Directors and Managerial Persons

As per Companies Act, 2013, Mr. Yogesh Bangur retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his appointment.

Mr. Govind Sharda resigned as a Director of the Company with effect from October 15, 2013. The Board places on record its appreciation for the services rendered by him during his tenure as Director.

Mr. Shreeyash Bangur was appointed as a Managing Director of the Company w.e.f. November 4, 2013 subject to approval of the members at the ensuing Annual General Meeting.

Mr. L.N. Bangur was appointed as an Additional Director (Non Executive), liable to retire by rotation, with effect from September 10, 2013 in accordance with the provisions of section 260 of the Companies Act, 1956 and was also designated as the Chairman of the Company.

Mr. L.N. Bangur holds his office as Additional Director (Non Executive) till the ensuing Annual General Meeting.

Notice under Section 160 of the Companies Act, 2013 has been received from a member(s) of the Company signifying his intention to propose the candidature of Mr. L.N. Bangur for appointment as Director of the Company. The Board recommends his appointment as a Director liable to retire by rotation at the ensuing Annual General Meeting.

Mr. Amitav Kothari, Mr. Bhaskar Banerjee and Mr. Rajiv Kapasi are appointed as the Additional Directors (Independent), not liable to retire by rotation, of the Company with effect from October 15, 2013 in accordance with the provisions of section 260 of the Companies Act, 1956 till the ensuing Annual General Meeting.

Notice under Section 160 of the Companies Act, 2013, has been received from the members of the Company signifying their intentions to propose the candidature of Mr. Amitav Kothari, Mr. Bhaskar Banerjee and Mr. Rajiv Kapasi for appointment as the Independent Directors of the Company. The Board recommend their appointment as the Independent Directors of the Company, not liable to retire by rotation.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that Independent Directors shall hold office for a term of upto 5 (Five) consecutive years on the Board of a Company, and shall be eligible for re-appointment on passing of Special Resolution by the shareholders of the Company.

Sub Section (11) states that no Independent Director shall be eligible for more than two consecutive terms of five years. Sub Section (13) states that the provision of retirement of rotation as defined in Sub Section (6) and (7) of Section 152 of the Act shall not apply to such Independent Directors.

Hence, the appointment of above Directors are subject to the confirmation at the ensuing Annual General Meeting.

During the year under review, Mr. Aakash Jain has been appointed as Company Secretary w.e.f. October 15, 2013 and Mr. Ajay Sonthalia has been appointed as Chief Financial Officer of the Company w.e.f. February 25, 2013.

CEO and CFO Certification

Pursuant to Clause 49 of the Equity Listing Agreement, the CEO and CFO certification is attached with the Annual Report.

Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures;

(ii) The Directors had 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 the Company as on 31st March, 2014 and of the Profits of the Company for the year ended 31st March, 2014;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

NBFC (Non –Deposit Taking Systematically Important Company)

During the year under review, your Company has become "Non Deposit Taking Systematically Important Company" as per Non Banking Financial (Non Deposit Accepting or holding) Companies Prudential norms (Reserve Bank) Directions, 2007.

a) Registration

Your Company is registered with Reserve Bank of India pursuant to Section 45-IA of Reserve Bank of India Act, 1934 as a Non-Banking Financial Company as per Registration Certificate No. 05.05184 dated August 28, 2003.

b) Compliance

Your Company continues to carry on its business of Non-Banking Financial Company as a Non Deposit taking Company and follows prudent financial management norms as applicable. Your Company appends a Statement containing particulars as required in terms of Paragraph 13 of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 in Schedule annexed to the Balance Sheet and additional disclosures required as per Paragraph 10(5) for NBFCs-ND-SI in terms of notification dated August 1, 2008 by the RBI in Note 2(t).

c) Capital Adequacy Ratio

Your Company''s Capital to Risk Assets Ratio (CRAR) calculated in line with the Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 stood at 75.32 percent, higher than the regulatory minimum of 15 per cent.

Auditors'' Observation

Observations of the Auditors have been suitably dealt within the Notes on Accounts and are self explanatory.

Auditors

M/s Agarwal Maheswari & Co., Chartered Accountants, Kolkata (FRN: 314030E), the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Company has received letter from them giving their consent to act as Statutory Auditors of the Company and a certificate stating that their re-appointment, if made, would be in compliance with the applicable provisions of the Companies Act, 2013 and allied rules framed there under.

Acknowledgement

Your Directors are grateful for the co-operation and support extended to the Company by the Bankers, Statutory Authorities, Financial Institution(s) and all other establishments connected with the business of the Company.

The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors For Kiran Vyapar Limited

L. N. Bangur Shreeyash Bangur Chairman Managing Director

Place: Kolkata Date: 07.08.2014

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